<PAGE>

                                                               EXECUTION VERSION

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

                                          [Published CUSIP Number: ____________]

                                CREDIT AGREEMENT

                            Dated as of July 21, 2006

                                      among

                            BARR LABORATORIES, INC.,
                                  as Borrower,

                                       and

                          CERTAIN FOREIGN SUBSIDIARIES,
                                  as Borrowers,

                                       and

                           BARR PHARMACEUTICALS, INC.,

                                       and

                              CERTAIN SUBSIDIARIES
                         FROM TIME TO TIME PARTY HERETO,
                                  as Guarantors

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                         Lead Arranger and Book Manager

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                                       Page
-------                                                                                                                       ----
<S>                                                                                                                           <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS................................................................................      2

            1.01        Defined Terms.....................................................................................      2
            1.02        Other Interpretive Provisions.....................................................................     29
            1.03        Accounting Terms..................................................................................     30
            1.04        Rounding..........................................................................................     31

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS..........................................................................     34
            2.01        Revolving Loans and Acquisition Facility Loan.....................................................     34
            2.02        Borrowings, Conversions and Continuations of Loans................................................     34
            2.03        Letters of Credit.................................................................................     37
            2.04        Swing Line Loans..................................................................................     48
            2.05        Prepayments.......................................................................................     51
            2.06        Termination or Reduction of Aggregate Commitments.................................................     54
            2.07        Repayment of Loans................................................................................     55
            2.08        Interest..........................................................................................     56
            2.09        Fees..............................................................................................     57
            2.10        Computation of Interest and Fees..................................................................     58
            2.11        Evidence of Debt..................................................................................     58
            2.12        Payments Generally; Administrative Agent's Clawback...............................................     59
            2.13        Sharing of Payments by Lenders....................................................................     61
            2.14        Designated Foreign Borrowers......................................................................     61

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY........................................................................     63
            3.01        Taxes.............................................................................................     63
            3.02        Illegality........................................................................................     65
            3.03        Inability to Determine Rates......................................................................     66
            3.04        Increased Costs; Reserves on Eurocurrency Rate Loans..............................................     66
            3.05        Compensation for Losses...........................................................................     68
            3.06        Mitigation Obligations; Replacement of Lenders....................................................     69
            3.07        Survival..........................................................................................     70

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS......................................................................     70
            4.01        Closing Conditions................................................................................     70
            4.02        Conditions to all Revolving Credit Extensions.....................................................     71
            4.03        Conditions to Issuance of Acquisition Letter of Credit............................................     72
            4.04        Conditions to Extension of Initial Acquisition Facility Loan......................................     72
            4.05        Conditions to Extension of Each Acquisition Facility Loan After the Initial Acquisition Facility
                         Loan Funding Date................................................................................     73

ARTICLE V REPRESENTATIONS AND WARRANTIES..................................................................................     74
            5.01        Existence, Qualification and Power; Compliance with Laws..........................................     74
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                            <C>
            5.02        Authorization; No Contravention...................................................................     74
            5.03        Governmental Authorization; Other Consents........................................................     75
            5.04        Binding Effect....................................................................................     75
            5.05        Financial Statements; No Material Adverse Effect..................................................     75
            5.06        Litigation........................................................................................     75
            5.07        No Default........................................................................................     76
            5.08        Ownership of Property; Liens......................................................................     76
            5.09        Environmental Compliance..........................................................................     76
            5.10        Taxes.............................................................................................     76
            5.11        ERISA Compliance..................................................................................     76
            5.12        Subsidiaries......................................................................................     77
            5.13        Margin Regulations; Investment Company Act........................................................     77
            5.14        Disclosure........................................................................................     78
            5.15        Compliance with Laws..............................................................................     78
            5.16        Intellectual Property; Licenses, Etc..............................................................     78
            5.17        Representations as to Foreign Obligors............................................................     78

ARTICLE VI AFFIRMATIVE COVENANTS..........................................................................................     79
            6.01        Financial Statements..............................................................................     79
            6.02        Certificates; Other Information...................................................................     80
            6.03        Notices...........................................................................................     81
            6.04        Payment of Obligations............................................................................     82
            6.05        Preservation of Existence, Etc....................................................................     82
            6.06        Maintenance of Properties.........................................................................     83
            6.07        Maintenance of Insurance..........................................................................     83
            6.08        Compliance with Laws and Contractual Obligations..................................................     83
            6.09        Books and Records.................................................................................     83
            6.10        Use of Proceeds...................................................................................     83
            6.11        Additional Guarantors.............................................................................     84

ARTICLE VII NEGATIVE COVENANTS............................................................................................     85
            7.01        Liens.............................................................................................     85
            7.02        Investments.......................................................................................     87
            7.03        Non-Loan Party Indebtedness.......................................................................     88
            7.04        Fundamental Changes...............................................................................     89
            7.05        Restricted Payments...............................................................................     90
            7.06        Change in Nature of Business......................................................................     90
            7.07        Transactions with Affiliates......................................................................     90
            7.08        Restrictive Agreements............................................................................     91
            7.09        Use of Proceeds...................................................................................     92
            7.10        Financial Covenants...............................................................................     92

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES...............................................................................     93
            8.01        Events of Default.................................................................................     93
            8.02        Remedies Upon Event of Default....................................................................     95
            8.03        Application of Funds..............................................................................     96
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                            <C>
ARTICLE IX  ADMINISTRATIVE AGENT..........................................................................................     97
            9.01        Appointment and Authority.........................................................................     97
            9.02        Rights as a Lender................................................................................     97
            9.03        Exculpatory Provisions............................................................................     98
            9.04        Reliance by Administrative Agent..................................................................     99
            9.05        Delegation of Duties..............................................................................     99
            9.06        Resignation of Administrative Agent...............................................................     99
            9.07        Non-Reliance on Administrative Agent and Other Lenders............................................    100
            9.08        No Other Duties, Etc..............................................................................    100
            9.09        Administrative Agent May File Proofs of Claim.....................................................    101
            9.10        Guaranty Matters..................................................................................    101

ARTICLE X MISCELLANEOUS...................................................................................................    102
            10.01       Amendments, Etc...................................................................................    102
            10.02       Notices; Effectiveness; Electronic Communication..................................................    103
            10.03       No Waiver; Cumulative Remedies....................................................................    105
            10.04       Expenses; Indemnity; Damage Waiver................................................................    105
            10.05       Payments Set Aside................................................................................    107
            10.06       Successors and Assigns............................................................................    107
            10.07       Treatment of Certain Information; Confidentiality.................................................    112
            10.08       Right of Setoff...................................................................................    113
            10.09       Interest Rate Limitation..........................................................................    113
            10.10       Counterparts; Integration; Effectiveness..........................................................    113
            10.11       Survival of Representations and Warranties........................................................    114
            10.12       Severability......................................................................................    114
            10.13       Replacement of Lenders............................................................................    114
            10.14       Governing Law; Jurisdiction; Etc..................................................................    115
            10.15       Waiver of Jury Trial..............................................................................    116
            10.16       No Advisory or Fiduciary Responsibility...........................................................    116
            10.17       USA PATRIOT Act Notice............................................................................    117
            10.18       Judgment Currency.................................................................................    117

ARTICLE XI GUARANTY.......................................................................................................    118
            11.01       The Guaranty......................................................................................    118
            11.02       Obligations Unconditional.........................................................................    119
            11.03       Reinstatement.....................................................................................    120
            11.04       Certain Waivers...................................................................................    121
            11.05       Remedies..........................................................................................    121
            11.06       Rights of Contribution............................................................................    122
            11.07       Guaranty of Payment; Continuing Guarantee.........................................................    122
</TABLE>

                                      iii

<PAGE>

SCHEDULES

<TABLE>
<S>         <C>
1.01        Mandatory Cost Formulae
1.01A       Scheduled Financial Information
1.01B       Permitted Transfers
2.01        Commitments and Applicable Percentages
5.12        Subsidiaries; Other Equity Investments
7.01        Existing Liens
7.02        Existing Investments
7.03        Existing Indebtedness
7.07        Existing Affiliate Transactions
7.08        Restrictive Agreements
10.02       Administrative Agent's Office; Certain Addresses for Notices
</TABLE>

EXHIBITS

<TABLE>
<S>         <C>
            Form of
1.01        Investment Guidelines
2.02        Form of Loan Notice
2.04        Form of Swing Line Loan Notice
2.11(a)     Form of Note
2.14(a)     Designated Foreign Borrower Request and Assumption Agreement
2.14(b)     Designated Foreign Borrower Notice
6.02        Form of Compliance Certificate
6.11        Form of Guarantor Joinder Agreement
10.06       Form of Assignment and Assumption
</TABLE>

                                       iv

<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of July 21, 2006,
among Barr Laboratories, Inc, a Delaware corporation (the "Company"), certain
Foreign Subsidiaries of the Company party hereto pursuant to Section 2.14 (each
a "Designated Foreign Borrower"; and together with the Company, the "Borrowers"
and, each a "Borrower"), Barr Pharmaceuticals, Inc., a Delaware corporation (the
"Parent") as a guarantor along with certain Subsidiaries of the Parent
(individually a "Guarantor" and collectively the "Guarantors"), each lender from
time to time party hereto (collectively, the "Lenders" and individually, a
"Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer.

      The Company has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      The Company has requested that the Lenders provide an acquisition facility
(the "Acquisition Facility") in connection with Barr Europe's (defined in
Section 1.01 below) offer to acquire the outstanding equity interests of Pliva
d.d., Zagreb, Grada Vukovara 49, a corporation organized under the laws of
Croatia ("Park Place" and collectively, with its subsidiaries, the "Acquired
Company"), in accordance with Barr Europe's certain proposal for an acquisition
of "Park Place d.d." by "Boardwalk" set forth in that certain letter dated June
12, 2006, and as amended and/or replaced by that certain letter dated June 23,
2006, each addressed to Deutsche Bank (the "Acquisition Offer"). The acquisition
of the shares of the Acquired Company by the Parent through Barr Europe shall be
implemented via a tender process in accordance with the laws of Croatia and
other applicable law.

      In connection with such Acquisition Offer, the Company has requested the
option to have the L/C Issuer issue a single standby letter of credit under the
Acquisition Facility, which shall be available for issuance during the period
beginning on the Closing Date and ending thirty (30) days following the Closing
Date, the beneficiary of which shall be Bank of America, N.A., London Branch
(the "Guarantor Bank") for the purpose of back-stopping the obligations of such
Guarantor Bank arising under that certain Guarantee No. 6008GT004960/06 provided
by the Guarantor Bank, which guarantees the payment of the shares of Park Place
to be acquired by Barr Europe (the "Guarantor Bank Guarantee").

      Upon receipt by the Parent, the Company or Barr Europe of notice from the
Croatian Central Depositary Agency (the "CDA") of a calculation of the purchase
price for the tendered shares of the Acquired Company demonstrating that at
least 50% plus one share of the outstanding shares of the Acquired Company shall
have been tendered in response to Acquisition Offer for such shares (or the
Parent, the Company or Barr Europe shall have agreed to waive the 50% plus one
share requirement in such Acquisition Offer), the Company has requested that on
or after the Closing Date, the Company have the option to request, during the
Acquisition Facility Loan Availability Period (defined below), the Lenders to
advance the initial draw of a term loan (each term loan draw, an "Acquisition
Facility Loan" collectively, the "Acquisition Facility Loans") in Dollars,
during the Acquisition Facility Loan Availability Period (defined in Section
1.01 below), the proceeds of which shall either (x) reimburse any draw made
under the Acquisition Facility Letter of Credit or (y) finance, in part, the
acquisition by the Company

<PAGE>

through Barr Europe of the outstanding shares of the Acquired Company which have
been tendered in response to Acquisition Offer (with the simultaneous
cancellation of the Acquisition Letter of Credit). In accordance with the terms
and conditions herein, including without limitation Section 2.01(b) and Section
4.05, and during the Acquisition Facility Loan Availability Period, the Company
may request up to two additional Acquisition Facility Loans which shall be used
to acquire outstanding shares of the Acquired Company.

      The L/C Issuer is willing to issue the Acquisition Facility Letter of
Credit during the Acquisition Facility Letter of Credit Availability Period in
reliance upon the Acquisition Facility Commitments and the Lenders are willing
to provide the initial Acquisition Facility Loan to either (x) reimburse the L/C
Issuer for any draw made under the Acquisition Facility Letter of Credit or (y)
finance, in part, the Target Acquisition (with the simultaneous cancellation of
the Acquisition Letter of Credit) on the terms and conditions set forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS.

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

      "Acquisition" means the acquisition by any Person of (i) all or
substantially all of the Equity Interests in, or the Property of, another
Person, or (ii) any product line or segment of business or division (including,
without limitation, the acquisition of rights, production or distribution of a
product or product line) of another Person, whether or not involving a merger or
consolidation with such Person.

      "Acquired Company" has the meaning specified in the recitals hereto.

      "Acquisition Documentation" means the Acquisition Offer.

      "Acquisition Facility Commitment" means, as to each Lender, its obligation
to (a) make Acquisition Facility Loans to the Company pursuant to Section
2.01(b) and (b) purchase participations in the Acquisition Facility Letter of
Credit, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable as such amount may be adjusted from time to time in
accordance with this Agreement.

      "Acquisition Facility Credit Extension" means each of the following: (a) a
Borrowing and (b) an L/C Credit Extension, in each case with respect to the
Acquisition Facility Commitment.

                                       2
<PAGE>

      "Acquisition Facility Letter of Credit" means that certain single standby
letter of credit to be issued by the L/C Issuer, in reliance upon the
Acquisition Facility Commitments of the Lenders set forth herein, which shall be
available for issuance during the Acquisition Facility Letter of Credit
Availability Period and shall (a) be used for the purpose of supporting the
Acquisition Offer, (b) be available to the beneficiary in a single draw, (c)
shall be denominated in U.S. dollars or Euros, (d) have an expiry date not later
than January 31, 2007 and (e) otherwise in accordance with the provisions of
Section 2.03.

      "Acquisition Facility Letter of Credit Availability Period" means the
period beginning on the Closing Date and ending on the earliest of (a) thirty
(30) days following the Closing Date, (b) the Acquisition Facility Letter of
Credit Issuance Date and (c) the date on which the Acquisition Offer has been
terminated or has been withdrawn.

      "Acquisition Facility Letter of Credit Issuance Date" means the date on
which the Acquisition Letter of Credit has been issued by the L/C Issuer.

      "Acquisition Facility Loan" has the meaning specified in the recitals.

      "Acquisition Facility Loan Availability Period" means, with respect to the
Acquisition Facility Commitments, the period from and including the Closing Date
to the earliest of (a) January 31, 2007, if the Initial Acquisition Facility
Loan Funding Date has not occurred on or prior to January 31, 2007, (b) the date
of termination of all outstanding Acquisition Facility Commitments pursuant to
Section 2.06, (c) the date of termination of the Lender's Acquisition
Commitments to make Acquisition Facility Loans and of the obligation of the L/C
Issuer to issue the Acquisition Facility Letter of Credit pursuant to Section
8.02, (d) the date on which either the Acquisition Offer has been withdrawn or
has expired and (e) the date three hundred sixty five (365) days after the
Initial Acquisition Facility Loan Funding Date.

      "Acquisition Offer" the Parent's certain proposal for an acquisition of
"Park Place d.d." by "Boardwalk" set forth in that certain letter dated June 12,
2006 and as amended and/or replaced by that certain letter dated June 23, 2006,
each addressed to Deutsche Bank.

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

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Company and the Lenders.

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

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

                                       3
<PAGE>

      "Aggregate Acquisition Facility Commitments" means the Acquisition
Facility Commitments of all the Lenders. The initial amount of the Aggregate
Acquisition Facility Commitments in effect on the Closing Date is TWO BILLION
DOLLARS ($2,000,000,000).

      "Aggregate Revolving Commitments" means the Revolving Commitments of all
the Lenders. The initial amount of the Aggregate Revolving Commitments in effect
on the Closing Date is THREE HUNDRED MILLION DOLLARS ($300,000,000).

      "Agreement" means this Credit Agreement.

      "Alternative Currency" means the Euro and each other currency (other than
Dollars) that is approved in accordance with Section 1.06.

      "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as reasonably determined by the Administrative Agent or the
L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.

      "Alternative Currency Sublimit" means an amount equal to the lesser of the
Aggregate Revolving Commitments and $200,000,000. The Alternative Currency
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

      "Applicable Percentage" means with respect to any Lender at any time, (a)
with respect to such Lender's Revolving Commitment at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Revolving Commitments
represented by such Lender's Revolving Commitment at such time; provided that if
the commitment of each Lender to make Revolving Loans and the obligation of the
L/C Issuer to make L/C Credit Extensions pursuant to Section 2.03(a)(i) have
been terminated pursuant to Section 8.02 or if the Aggregate Revolving
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments and (b) with respect to such
Lender's Acquisition Facility Commitment at any time, the percentage (carried
out to the ninth decimal place) of the Aggregate Acquisition Facility
Commitments represented by such Lender's Acquisition Facility Commitment at such
time; provided that (i) if the commitment of each Lender to make its portion of
the Acquisition Facility Loans and the obligation of the L/C Issuer to issue the
Acquisition Letter of Credit pursuant to Section 2.03(a)(ii) have been
terminated pursuant to Section 8.02 or (ii) if the Aggregate Acquisition
Facility Commitments have expired and (x) the Acquisition Facility Loans have
been advanced, such Lender's portion of the outstanding Acquisition Facility
Loans at any time, the percentage (carried out to the ninth decimal place) of
the outstanding principal amount of the Acquisition Facility Loans held by such
Lender at such time and (y) if no Acquisition Facility Loan has been advanced,
then the Applicable Percentage of each Lender shall be determined based on the
Applicable Percentage of such Lender most recently in effect, giving effect to
any subsequent assignments. The initial Applicable Percentage of each Lender is
set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as
applicable.

                                       4
<PAGE>

      "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Corporate Ratings as set forth below:

<TABLE>
<CAPTION>

                                         Revolving                             Acquisition
                            Revolving     Credit                                 Facility        Acquisition
                             Credit      Facility                               Applicable        Facility
                            Facility    Applicable  Revolving                   Margin for       Applicable
                           Applicable   Margin for    Credit                      LIBOR          Margin for
                           Margin for    Alternate   Facility               Loans/Acquisition     Alternate
            Corporate         LIBOR      Base Rate  Letter of    Facility   Facility Letter of    Base Rate
Level        Ratings          Loans        Loans    Credit Fee      Fee         Credit Fee          Loans
-----  ------------------  ----------   ----------  ----------   --------   ------------------   -----------
<S>    <C>                 <C>          <C>         <C>          <C>        <C>                  <C>
 I     Greater than or      40.0 bps     0 bps     40.0 bps    10.0 bps        50.0 bps           0 bps
       equal to BBB+/Baa1
 II         BBB/Baa2        50.0 bps     0 bps     50.0 bps    12.5 bps        62.5 bps           0 bps
III         BBB-/Baa3       60.0 bps     0 bps     60.0 bps    15.0 bps        75.0 bps           0 bps
 IV        BB+/Ba1          70.0 bps     0 bps     70.0 bps    17.5 bps        87.5 bps           0 bps
 V         BB/Ba2           87.5 bps     0 bps     87.5 bps    25.0 bps       112.5 bps         12.5 bps
 VI     Less than BB/Ba2   100.0 bps     0 bps    100.0 bps    37.5 bps       137.5 bps         37.5 bps
</TABLE>

            "Corporate Rating" means, as of any date of determination, the
      rating as determined by the Ratings Agencies as the Parent's corporate
      credit (family) rating (collectively, the "Corporate Ratings"); provided
      that if a Corporate Rating is issued by the Ratings Agencies and there is
      a split rating, then the highest of such Corporate Ratings shall apply
      (with the Corporate Rating for Pricing Level I being the highest and the
      Corporate Rating for Pricing Level VI being the lowest) in determining the
      Pricing Level. If there is a multiple split in Corporate Ratings, then the
      Corporate Rating that is one level lower than the highest rating shall
      apply in determining the Pricing Level; provided, further, however, that
      the Applicable Rate shall be at pricing Level VI if no Corporate Rating is
      available from each of the Rating Agencies or such Corporate Ratings do
      not give pro forma effect to the Acquisition of the Acquired Company (to
      the extent applicable).

Initially, the Applicable Rate shall be at Level III until the earlier of (x)
ninety (90) days following the Closing Date and (y) the date on which the Parent
has obtained its Corporate Ratings. Thereafter, each change in the Applicable
Rate resulting from a publicly announced change in the Corporate Rating shall be
effective, during the period commencing on the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the
next such change.

      "Applicable Time" means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be reasonably determined by the Administrative Agent
or the L/C Issuer, as the case may be, in consultation with the Company, to be
necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.

                                       5
<PAGE>

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

      "Arranger" means Banc of America Securities LLC, in its capacity as lead
arranger and book manager.

      "Assignee Group" means two or more Eligible Assignees that are Affiliates
of one another or two or more Approved Funds managed by the same investment
advisor.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b), and accepted by the Administrative
Agent, in substantially the form of Exhibit 10.06 or any other form approved by
the Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Parent and its Subsidiaries for the fiscal year ended June 30,
2005, and the related consolidated statements of income or retained earnings and
cash flows for such fiscal year of the Parent and its Subsidiaries, including
the notes thereto.

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

      "Barr Europe" means Barr Laboratories Europe B.V., a private limited
liability company that is a Wholly Owned Subsidiary of the Parent.

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

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

                                       6
<PAGE>

      "Borrower" and "Borrowers" each has the meaning specified in the
introductory paragraph hereto.

      "Borrower Materials" has the meaning specified in Section 6.02.

      "Borrowing" means a borrowing consisting of simultaneous Loans of the same
Type, in the same currency and, in the case of Eurocurrency Rate Loans, having
the same Interest Period made by each of the Lenders pursuant to Section 2.01.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in Dollars is located and:

            (a) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in Dollars, any fundings,
      disbursements, settlements and payments in Dollars in respect of any such
      Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out
      pursuant to this Agreement in respect of any such Eurocurrency Rate Loan,
      means any such day on which dealings in deposits in Dollars are conducted
      by and between banks in the London interbank eurodollar market;

            (b) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
      settlements and payments in Euro in respect of any such Eurocurrency Rate
      Loan, or any other dealings in Euro to be carried out pursuant to this
      Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET
      Day;

            (c) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in a currency other than Dollars or
      Euro, means any such day on which dealings in deposits in the relevant
      currency are conducted by and between banks in the London or other
      applicable offshore interbank market for such currency; and

            (d) if such day relates to any fundings, disbursements, settlements
      and payments in a currency other than Dollars or Euro in respect of a
      Eurocurrency Rate Loan denominated in a currency other than Dollars or
      Euro, or any other dealings in any currency other than Dollars or Euro to
      be carried out pursuant to this Agreement in respect of any such
      Eurocurrency Rate Loan (other than any interest rate settings), means any
      such day on which banks are open for foreign exchange business in the
      principal financial center of the country of such currency.

      "Capital Markets Facility" means that certain Credit Agreement dated as of
the date hereof among Barr Laboratories, Inc, a Delaware corporation, Barr
Pharmaceuticals, Inc., a Delaware corporation, as a guarantor along with certain
of the domestic subsidiaries of the Parent as guarantors, each lender from time
to time party thereto and Bank of America, N.A., as Administrative Agent and L/C
Issuer.

                                       7
<PAGE>

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "CDA" means the Croatian Central Depositary Agency.

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means an event or series of events by which:

            (a) the Parent shall cease to own directly or indirectly 100% on a
      fully diluted basis of the voting interest in the Company's capital stock;
      or

            (b) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
      employee benefit plan of such person or its subsidiaries, and any person
      or entity acting in its capacity as trustee, agent or other fiduciary or
      administrator of any such plan) becomes the "beneficial owner" (as defined
      in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
      that a person or group shall be deemed to have "beneficial ownership" of
      all securities that such person or group has the right to acquire (such
      right, an "option right"), whether such right is exercisable immediately
      or only after the passage of time), directly or indirectly, of 35% or more
      of the equity securities of the Parent entitled to vote for members of the
      board of directors or equivalent governing body of the Parent on a
      fully-diluted basis (and taking into account all such securities that such
      person or group has the right to acquire pursuant to any option right);

            (c) during any period of 12 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      the Parent cease to be individuals (i) who were members of that board or
      equivalent governing body on the first day of such period, (ii) whose
      election or nomination to that board or equivalent governing body was
      approved by individuals referred to in clause (i) above constituting at
      the time of such election or nomination at least a majority of that board
      or equivalent governing body or (iii) whose election or nomination to that
      board or other equivalent governing body was approved by individuals
      referred to in clauses (i) and (ii) above constituting at the time of such
      election or nomination at least a majority of that board or equivalent
      governing body.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986.

      "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender and/or the Acquisition Facility Commitment of such Lender.

                                       8
<PAGE>

      "Company" has the meaning specified in the introductory paragraph hereto.

      "Compliance Certificate" means a certificate in the form of Exhibit 6.02.

      "Consolidated Assets" means, at any date, the consolidated assets of the
Parent and its Subsidiaries at such date, as determined in accordance with GAAP.

      "Consolidated EBITDA" means, for any period, for the Parent and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign income taxes (including
franchise taxes imposed in lieu thereof) payable by the Parent and its
Subsidiaries for such period, (iii) depreciation and amortization expense, (iv)
write-offs (including, without limitation, write-offs and write-downs of
acquired in-process research and development in connection with Acquisitions and
any write-off of deferred financing costs in connection with the prepayment or
repurchase of Indebtedness prior to the maturity thereof), (v) other non-cash
charges and expenses of the Parent and its Subsidiaries reducing such
Consolidated Net Income (including, without limitation, non-cash restructuring
charges and expenses and compensation expenses realized for grants of
performance shares, stock options, stock purchase rights or other rights to
officers, directors and employees of the Parent or any Subsidiary), (vi)
extraordinary, unusual or non-recurring expense items (including extraordinary
litigation or claim settlement charges or expenses) for such period and the tax
consequences thereof, and (vii) one-time cash expenses incurred in connection
with the making of any Investment (including any Acquisition), the incurrence of
Indebtedness or the offering of Equity Interests, in each case not prohibited by
this Agreement, whether or not the applicable transaction is consummated and
minus (b) the following to the extent included in calculating such Consolidated
Net Income: (i) Federal, state, local and foreign income tax credits of the
Parent and its Subsidiaries for such period, (ii) all non-cash items increasing
Consolidated Net Income for such period, (iii) extraordinary items of income
(other than the proceeds of business interruption insurance and the proceeds
from patent challenge settlements) for such period and the tax consequences
thereof and (iv) any cash payments with respect to the charges and expenses
excluded pursuant to clause (a)(v); provided, however, without duplication, for
each of the first four fiscal quarters ending immediately following the date of
the Target Acquisition, Consolidated EBITDA attributable to the Acquired Company
for each fiscal quarter ending prior to such date (including the fiscal quarter
in which the Target Acquisition occurs) shall be an amount equal to (i) the
Consolidated EBITDA amount for each such quarter set forth on Schedule 1.01A
minus (ii) all amounts attributable to U.S. royalties (or the equivalent
thereof) received by the Acquired Company during each such fiscal quarter
related to azithromicyn multiplied by (iii) a percentage equal to the percentage
of the Acquired Company directly or indirectly owned by the Parent as of the end
of such then current fiscal quarter.

      "Consolidated Funded Indebtedness" means, as of any date of determination,
for the Parent and its Subsidiaries on a consolidated basis, the sum, without
duplication, of (a) the outstanding principal amount of all obligations, whether
current or long-term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures,

                                       9
<PAGE>

notes, loan agreements or other similar instruments, (b) the outstanding
principal amount of all purchase money Indebtedness, (c) the face amount of any
Acquisition Letters of Credit (including the face amount of any letters of
credit issued under the Capital Markets Facility), (d) any obligations
consisting of unreimbursed obligations arising under letters of credit to the
extent the time period for the repayment of such obligations has elapsed,
bankers' acceptances, bank guaranties, surety bonds and similar instruments and
(e) Attributable Indebtedness in respect of capital leases and Synthetic Lease
Obligations.

      "Consolidated Funded Indebtedness to Total Capitalization Ratio" means, as
of any date of determination, the ratio of (a) Consolidated Funded Indebtedness
on such date to (b) Consolidated Total Capitalization on such date.

      "Consolidated Interest Charges" means, for any period, for the Parent and
its Subsidiaries on a consolidated basis, the sum of (a) all cash interest
expense of the Parent and its Subsidiaries in connection with borrowed money
(including capitalized interest) to the extent treated as interest in accordance
with GAAP minus (b) interest income.

      "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date to (b) Consolidated Interest Charges
for such period.

      "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended.

      "Consolidated Leverage Ratio Stepdown Date" means the earliest to occur of
(a) the date immediately following the first fiscal quarter end of the Parent,
but not prior to March 31, 2007, in which the Consolidated Leverage Ratio as of
such fiscal quarter end is less than or equal to 2.50 to 1.00, (b) the date of
termination of the Acquisition Facility Commitments to make Acquisition Facility
Loans and of the obligation of the L/C Issuer to issue the Acquisition Facility
Letter of Credit pursuant to Section 8.02, and (c) the date on which either the
Acquisition Offer has been withdrawn or has expired.

      "Consolidated Net Income" means, for any period, for the Parent and its
Subsidiaries on a consolidated basis, the net income of the Parent and its
Subsidiaries for that period; provided, that net income of any Person that is
not a Loan Party shall be excluded if and to the extent that, the declaration of
dividends or distributions by that Person of such net income is not, at the
time, permitted by the terms of its charter, or any agreement, instrument,
judgment, decree, order, statute, rule or government regulation applicable to
that Person.

      "Consolidated Net Tangible Assets" means the Consolidated Assets less
goodwill and other intangibles (other than patents, trademarks, licenses,
copyrights and other intellectual property and prepaid assets).

                                       10
<PAGE>

      "Consolidated Net Worth" means, as of any date with respect to the Parent
and its Subsidiaries on a consolidated basis, shareholders' equity or net worth,
as determined in accordance with GAAP.

      "Consolidated Total Capitalization" means, as of any date of
determination, the sum of (a) Consolidated Funded Indebtedness on such date and
(b) Consolidated Net Worth on such date.

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

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "Corporate Rating" has the meaning specified in the definition of
"Applicable Rate."

      "Credit Extension" means a Revolving Credit Extension and/or an
Acquisition Facility Credit Extension, as the case may be.

      "Debt Issuance" means the issuance of any Indebtedness for borrowed money
by any Loan Party in excess of $50,000,000 in the aggregate (other than any
Indebtedness under the Capital Markets Facility).

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurocurrency Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it

                                       11
<PAGE>

hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute,
or (c) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.

      "Designated Foreign Borrower" has the meaning specified in the
introductory paragraph hereto.

      "Designated Foreign Borrower Sublimit" means an amount equal to the lesser
of the Aggregate Revolving Commitments and $200,000,000. The Designated Foreign
Borrower Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

      "Designated Foreign Borrower Notice" has the meaning specified in Section
2.14.

      "Designated Foreign Borrower Request and Assumption Agreement" has the
meaning specified in Section 2.14.

      "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith; provided that "Disposition" and "Dispose" shall not
be deemed to include any issuance of any Equity Interest to another Person.

      "Dollar" and "$" mean lawful money of the United States.

      "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as reasonably determined by the Administrative Agent or the L/C Issuer,
as the case may be, at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of Dollars with
such Alternative Currency.

      "Domestic Guarantor" means (a) the Company and the Parent, (b) the parties
identified on the signature pages hereto as "Domestic Guarantors" and (c) each
Person who after the Closing Date becomes a Domestic Guarantor pursuant to a
Guarantor Joinder Agreement or other documentation in form and substance
reasonably acceptable to the Administrative Agent, in each case together with
their respective successors and permitted assigns.

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

      "Eligible Assets" means property that is used or useful in the business of
the Parent and its Subsidiaries.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative

                                       12
<PAGE>

Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of
Default has occurred and is continuing, the Company (each such approval not to
be unreasonably withheld or delayed); provided that notwithstanding the
foregoing, "Eligible Assignee" shall not include the Parent any of the Parent's
Affiliates or Subsidiaries; and provided further, however, that an Eligible
Assignee shall include only a Lender, an Affiliate of a Lender or another
Person, which, through its Lending Offices, is capable of lending the applicable
Alternative Currencies to the relevant Borrowers without the imposition of any
additional Indemnified Taxes.

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.

      "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

      "Equity Issuance" means any issuance by the Parent or any Subsidiary to
any Person of its Equity Interests, other than (a) any issuance of its Equity
Interests pursuant to the exercise of options or warrants, (b) any issuance of
its Equity Interests pursuant to the conversion of any debt securities to equity
or the conversion of any class equity securities to any other class of equity
securities, (c) any issuance of options or warrants relating to its Equity
Interests, and (d) any

                                       13
<PAGE>

issuance by the Parent of its Equity Interests as consideration for an
Acquisition to the extent permitted hereunder. The term "Equity Issuance" shall
not be deemed to include any Disposition.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Parent within the meaning of Section
414(b) or (c) of the Code (and Section 414(m) of the Code for purposes of
provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Parent or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
material liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA
Affiliate.

      "Euro" and "EUR" mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.

      "Eurocurrency Rate Loan" means a Loan that bears interest at a rate based
on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars
or in an Alternative Currency. All Loans denominated in an Alternative Currency
must be Eurocurrency Rate Loans.

      "Eurocurrency Base Rate" has the meaning specified in the definition of
Eurocurrency Rate.

      "Eurocurrency Rate" means for any Interest Period with respect to a
Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

                                           Eurocurrency Base Rate
            Eurocurrency Rate =            -------------------------------
                                    1.00 - Eurocurrency Reserve Percentage

      Where,

            "Eurocurrency Base Rate" means, for such Interest Period, the rate
      per annum equal to the British Bankers Association LIBOR Rate ("BBA
      LIBOR"), as published by Reuters (or other commercially available source
      providing quotations of BBA LIBOR as designated by the Administrative
      Agent from time to time) at approximately 11:00 a.m.,

                                       14
<PAGE>

      London time, two Business Days prior to the commencement of such Interest
      Period, for deposits in the relevant currency (for delivery on the first
      day of such Interest Period) with a term equivalent to such Interest
      Period. If such rate is not available at such time for any reason, then
      the "Eurocurrency Base Rate" for such Interest Period shall be the rate
      per annum determined by the Administrative Agent to be the rate at which
      deposits in the relevant currency for delivery on the first day of such
      Interest Period in Same Day Funds in the approximate amount of the
      Eurocurrency Rate Loan being made, continued or converted by Bank of
      America and with a term equivalent to such Interest Period would be
      offered by Bank of America's London Branch (or other Bank of America
      branch or Affiliate) to major banks in the London or other offshore
      interbank market for such currency at their request at approximately 11:00
      a.m. (London time) two Business Days prior to the commencement of such
      Interest Period.

      "Eurocurrency Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurocurrency Rate for each
outstanding Eurocurrency Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurocurrency Reserve Percentage.

      "Event of Default" has the meaning specified in Section 8.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of any Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), as a result of a present or former
connection between the Administrative Agent, the Lender, the L/C Issuer or any
other recipient of payment and the jurisdiction (or any political subdivision
thereof) imposing such tax other than a connection arising solely by reason of
this Agreement or any other Loan Documents or, in the case of any Lender, in
which its applicable Lending Office is located, (b) any branch profits taxes
imposed by the United States or any similar tax imposed by any other
jurisdiction in which such Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under
Section 10.13), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the applicable Borrower with
respect to such withholding tax pursuant to Section 3.01(a). Notwithstanding
anything to the contrary contained in this definition, "Excluded Taxes" shall
not include any withholding tax imposed at any time on payments made by or on
behalf of a Foreign Obligor to any Lender hereunder or under any other Loan
Document, provided that such Lender shall have complied with the last paragraph
of Section 3.01(e).

                                       15
<PAGE>

      "Existing Credit Agreement" means that certain Credit Agreement dated as
of August 30, 2004 among the Parent, Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, as Syndication
Agent, and the other Lenders party thereto.

      "Federal Funds Rate" means, for any day, the rate per annum 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 (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" means the letter agreement, dated July 21, 2006, among the
Parent, the Administrative Agent and BAS.

      "Foreign Guarantor" means (a) the parties identified on the signature
pages hereto as "Foreign Guarantors" and (b) each Person who after the Closing
Date becomes a Foreign Guarantor pursuant to a Guarantor Joinder Agreement or
other documentation in form and substance reasonably acceptable to the
Administrative Agent, in each case together with their respective successors and
permitted assigns.

      "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which such Borrower is resident for tax
purposes. For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

      "Foreign Obligations" means all Obligations of the Designated Foreign
Borrowers.

      "Foreign Obligor" means a Loan Party that is a Foreign Subsidiary.

      "Foreign Subsidiary" means any Subsidiary that is organized under the laws
of a jurisdiction other than the United States, a State thereof or the District
of Columbia.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

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

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute

                                       16
<PAGE>

of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

      "Granting Lender" has the meaning specified in Section 10.06(g).

      "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien); provided that an
endorsement of any instrument shall not constitute a Guarantee. The amount of
any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

      "Guarantors" means the Domestic Guarantors and the Foreign Guarantors.

      "Guarantor Joinder Agreement" means (a) with respect to any Domestic
Guarantor, a joinder agreement substantially in the form of Exhibit 6.11
executed and delivered in accordance with the provisions of Section 6.11 and (b)
with respect to any Foreign Guarantor, a joinder agreement reasonably acceptable
to the Administrative Agent.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum

                                       17
<PAGE>

distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

      "Immaterial Subsidiary" means any Subsidiary of any Loan Party that at any
time, together with its Subsidiaries, owns assets (book value) which constitute
less than five percent (5.00%) of the Consolidated Assets and is designated by
the Company in writing as an "Immaterial Subsidiary"; provided, that the
aggregate amount of assets (book value) owned by all Subsidiaries designated as
Immaterial Subsidiaries shall not, at any time, exceed fifteen percent (15.0%)
of the Consolidated Assets.

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b) all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial, but excluding
      commercial letters of credit supporting the purchase of goods in the
      ordinary course of business and expiring no more than six months from the
      date of issuance), bankers' acceptances, bank guaranties, surety bonds and
      similar instruments ;

            (c) for purposes of Section 8.01(c) only, net obligations of such
      Person under any Swap Contract (other than obligations under any Swap
      Contract entered into by the Parent in order to manage existing or
      anticipated risk associated with the repurchase by the Parent of shares of
      its common Equity Interests);

            (d) all obligations of such Person to pay the deferred purchase
      price of property or services (other than trade accounts payable in the
      ordinary course of business);

            (e) indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness shall have been assumed by
      such Person or is limited in recourse;

            (f) capital leases and Synthetic Lease Obligations; and

            (g) all Guarantees of such Person in respect of any of the
      foregoing.

      The amount of any net obligation under any Swap Contract on any date shall
be deemed to be the Swap Termination Value thereof as of such date. The amount
of any capital lease or Synthetic Lease Obligation as of any date shall be
deemed to be the amount of Attributable Indebtedness in respect thereof as of
such date.

                                       18
<PAGE>

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 10.04(b).

      "Information" has the meaning specified in Section 10.07.

      "Initial Acquisition Facility Loan Funding Date" means the earlier of (a)
date on which the initial Acquisition Facility Loan has been advanced by the
Lenders pursuant to Section 2.01(b) to either (i) reimburse an Unreimbursed
Amount under the Acquisition Facility Letter of Credit or (ii) finance the
Target Acquisition (with the simultaneous cancellation of the Acquisition
Facility Letter of Credit) and (b) the Initial Acquisition Facility Loan Funding
Date, as such term is defined in the Capital Markets Facility.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

      "Interest Period" means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Company in its Loan Notice or such
other period that is twelve months or less requested by the Company and
consented to by all the Lenders; provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

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

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "Investment" means, as to any Person, any direct or indirect investment by
such Person, by means of (a) an Acquisition or (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other Person
and any arrangement pursuant to which the investor Guarantees Indebtedness of
such other Person. For purposes of covenant compliance, the amount of any
Investment shall be the

                                       19
<PAGE>

amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

      "Investment Guidelines" means the guidelines set forth in the Parent's
"investment policy" approved by the Parent's board of directors on May 11, 2005
(as set forth in Exhibit 1.01 hereto), as amended by any amendments to such
investment policy that do not modify such investment policy in a manner
materially adverse to the Lenders.

      "Involuntary Disposition" means any loss of, damage to or destruction of,
or any condemnation or other taking for public use of, any property of the
Parent or any of its Subsidiaries.

      "IP Rights" has the meaning specified in Section 5.17.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement or instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the
L/C Issuer and relating to any such Letter of Credit.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing of Revolving Loans or the Acquisition Facility
Loans, as the case may be.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

                                       20
<PAGE>

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.09. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

      "Letter of Credit" means any standby letter of credit issued hereunder.
Letters of Credit may be issued in Dollars or in an Alternative Currency.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means (a) with respect to Letters of
Credit issued in reliance upon the Revolving Commitments, the day that is seven
days prior to the Maturity Date then in effect (or, if such day is not a
Business Day, the next preceding Business Day) and (b) with respect to the
Acquisition Letter of Credit issued in reliance upon the Acquisition Facility
Commitments, January 31, 2007.

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Sublimit" means an amount equal to the lesser of (a) the
Aggregate Revolving Commitments and (b) $40,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property).

      "Loan" means an extension of credit by a Lender to a Borrower under
Article II in the form of a Revolving Loan, Swing Line Loan or an Acquisition
Facility Loan.

      "Loan Documents" means this Agreement, each Designated Foreign Borrower
Request and Assumption Agreement, each Note, each Issuer Document, each
Guarantor Joinder Agreement and the Fee Letter.

                                       21
<PAGE>

      "Loan Notice" means a notice of (a) a Borrowing of Revolving Loans or
Acquisition Facility Loans, (b) a conversion of Loans from one Type to the
other, or (c) a continuation of Eurocurrency Rate Loans, in each case pursuant
to Section 2.02(a), which, if in writing, shall be substantially in the form of
Exhibit 2.02.

      "Loan Parties" means, collectively, the Company, each Designated Foreign
Borrower and each Guarantor.

      "Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the business, property, operations or financial
condition of the Parent and its Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Loan Parties, taken as a whole, to perform
their obligations under any Loan Document; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against the Loan
Parties of any Loan Document.

      "Maturity Date" (a) as to the Revolving Loans, Swing Line Loans and
Letters of Credit (and the related L/C Obligations issued pursuant to Section
2.03(a)(i)), five (5) years from the Initial Acquisition Facility Loan Funding
Date (and if the Initial Acquisition Facility Loan Funding Date shall not occur,
five (5) years from the Closing Date) and (b) as to the Acquisition Facility
Loan, five (5) years from the Initial Acquisition Facility Loan Funding Date;
provided, however, that, in each case, if such date is not a Business Day, the
Maturity Date shall be the next preceding Business Day.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee pension benefit plan of the type
described in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to
which the Parent or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been
obligated to make contributions.

      "Net Cash Proceeds" means the aggregate cash or cash equivalents proceeds
received by the Parent or any Subsidiary in respect of any Disposition, Equity
Issuance or Debt Issuance, net of (a) costs incurred in connection therewith
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions and other fees and expenses incurred in connection
therewith), (b) taxes paid or payable as a result thereof and (c) in the case of
any Disposition, the amount necessary to retire any Indebtedness secured by a
Permitted Lien on the related property; it being understood that "Net Cash
Proceeds" shall include, without limitation, any cash or cash equivalents
received upon the sale or other disposition of any non-cash consideration
received by the Parent or any Subsidiary in any Disposition, Equity Issuance or
Debt Issuance; provided that no net cash proceeds calculated in accordance with
the foregoing realized in a single transaction or series of related transactions
shall constitute Net Cash Proceeds unless such Net Cash Proceeds exceed
$1,000,000.

                                       22
<PAGE>

      "Note" means a promissory note made by a Borrower in favor of a Lender
evidencing Loans made by such Lender to such Borrower, substantially in the form
of Exhibit 2.11(a).

      "Obligations" means the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and L/C Obligations and
interest accruing after the filing of any proceeding under any Debtor Relief
Laws naming such Person as a debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding) on any Loan,
Letter of Credit or any other monetary obligations and liabilities of any Loan
Party to the Administrative Agent or to any Lender (or in the case of Swap
Contracts, any affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter incurred, which may
arise under, out of, or in connection with this Agreement, any other Loan
Document, the Letters of Credit or any Swap Contract or any other document made,
delivered or given in connection herewith or therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

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

      "Outstanding Amount" means (i) with respect to Loans on any date, the
Dollar Equivalent amount of the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of such
Loans occurring on such date; (ii) with respect to Swing Line Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Swing Line Loans occurring on
such date; and (iii) with respect to any L/C Obligations on any date, the Dollar
Equivalent amount of the aggregate outstanding amount of such L/C Obligations on
such date after giving effect to any L/C Credit Extension occurring on such date
and any other changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements by the Company of Unreimbursed
Amounts.

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to

                                       23
<PAGE>

the amount with respect to which such rate is being determined, would be offered
for such day by a branch or Affiliate of Bank of America in the applicable
offshore interbank market for such currency to major banks in such interbank
market.

      "Parent" means Barr Pharmaceuticals, Inc., a Delaware corporation.

      "Participant" has the meaning specified in Section 10.06(d).

      "Participating Member State" means each state so described in any EMU
Legislation.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Parent or any
ERISA Affiliate or to which the Parent or any ERISA Affiliate contributes or has
an obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five plan years.

      "Permitted Liens" means, at any time, Liens in respect of property of the
Parent or any of its Subsidiaries permitted to exist at such time pursuant to
the terms of Section 7.01.

      "Permitted Market Investments" means any investment that satisfies the
Investment Guidelines.

      "Permitted Transfers" means (a) Dispositions of inventory and immaterial
assets in the ordinary course of business; (b) Dispositions of obsolete or
worn-out property and abandoned or obsolete intellectual property in the
ordinary course of business and Dispositions of property no longer used or
useful in the conduct of business of the Parent and its Subsidiaries that are
Disposed of in the ordinary course of business; (c) Dispositions of property to
the Parent or any Subsidiary; provided, that if the transferor of such property
is a Loan Party the transferee thereof must be a Loan Party; (d) Dispositions of
accounts receivable in connection with the collection or compromise thereof; (e)
licenses, sublicenses, leases or subleases granted to others not interfering in
any material respect with the business of the Parent and its Subsidiaries; (f)
the sale or disposition of cash equivalents for fair market value; (g)
Dispositions of property pursuant to sale-leaseback transactions; (h)
Involuntary Dispositions; (i) Dispositions permitted under Sections 7.04 and
7.05 and Liens permitted under Section 7.01; (j) Dispositions of property to the
extent that (i) such property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of such Disposition are
promptly applied to the purchase price of such replacement property; (k)
Dispositions made in order to comply with directives or requirements of any
regulatory authority; (l) Dispositions contemplated as of the Closing Date and
listed on Schedule 1.01B; and (m) other Dispositions in an aggregate amount not
to exceed $10,000,000.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

                                       24
<PAGE>

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Parent or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Platform" has the meaning specified in Section 6.02.

      "Pro Forma Basis" has the meaning specified in Section 1.03(c).

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

      "Ratings Agencies" means S&P and Moody's and "Ratings Agency" means any
one of them.

      "Register" has the meaning specified in Section 10.06(c).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Revolving Credit Extension" means (a) with respect to a
Borrowing, conversion or continuation of Revolving Loans, a Loan Notice, (b)
with respect to an L/C Credit Extension, a Letter of Credit Application, and (c)
with respect to a Swing Line Loan, a Swing Line Loan Notice.

      "Request for Acquisition Facility Credit Extension" means (a) with respect
to a Borrowing, conversion or continuation of the Acquisition Facility Loans, a
Loan Notice, and (b) with respect to the issuance of the Acquisition Facility
Letter of Credit, a Letter of Credit Application.

      "Required Lenders" means, at any time, Lenders holding in the aggregate
more than 50% of (a) the unfunded Commitments and the outstanding Loans, L/C
Obligations and participations therein or (b) if the Commitments have been
terminated, the outstanding Loans, L/C Obligations and participations therein.
The unfunded Commitments of, and the outstanding Loans held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, controller, treasurer, assistant treasurer, secretary or
assistant secretary of a Loan Party. Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

                                       25
<PAGE>

      "Restricted Payment" means, with respect to any Person, any dividend or
other distribution (whether in cash, securities or other property) with respect
to any capital stock or other Equity Interest issued by such Person, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other
Equity Interest issued by such Person, or on account of any return of capital to
such Person's stockholders, partners or members (or the equivalent Person
thereof).

      "Revaluation Date" means (a) with respect to any Loan, each of the
following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Rate Loan denominated in an Alternative Currency pursuant to Section 2.02 and
(iii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance of a Letter of Credit
denominated in an Alternative Currency, (ii) each date of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof (solely
with respect to the increased amount), (iii) each date of any payment by the L/C
Issuer under any Letter of Credit denominated in an Alternative Currency, and
(iv) such additional dates as the Administrative Agent or the L/C Issuer shall
reasonably determine or the Required Lenders shall require.

      "Revolving Availability Period" means, with respect to the Revolving
Commitments, the period from and including the Closing Date to the earliest of
(a) the Maturity Date, (b) the date of termination of the Aggregate Revolving
Commitments pursuant to Section 2.06, and (c) the date of termination of the
commitment of each Lender to make Loans and of the obligation of the L/C Issuer
to make L/C Credit Extensions pursuant to Section 2.03(a)(i) pursuant to Section
8.02.

      "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrowers pursuant to Section 2.01, (b) purchase
participations in L/C Obligations issued pursuant to Section 2.03(a)(i) and (c)
purchase participations in Swing Line Loans, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable as such amount may be
adjusted from time to time in accordance with this Agreement.

      "Revolving Credit Extension" means each of the following: (a) a Borrowing
and (b) an L/C Credit Extension, in each case with respect to the Revolving
Commitments.

      "Revolving Loan" has the meaning specified in Section 2.01(a).

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an

                                       26
<PAGE>

Alternative Currency, same day or other funds as may be reasonably determined by
the Administrative Agent or the L/C Issuer, as the case may be, to be customary
in the place of disbursement or payment for the settlement of international
banking transactions in the relevant Alternative Currency.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "SPC" has the meaning specified in Section 10.06(g).

      "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

      "Spot Rate" for a currency means the rate reasonably determined by the
Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by
the Person acting in such capacity as the spot rate for the purchase by such
Person of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 a.m. on the date two Business
Days prior to the date as of which the foreign exchange computation is made;
provided that the Administrative Agent or the L/C Issuer may obtain such spot
rate from another financial institution designated by the Administrative Agent
or the L/C Issuer if the original Person acting in such capacity does not have
as of the date of determination a spot buying rate for any such currency; and
provided further that the L/C Issuer may use such spot rate quoted on the date
as of which the foreign exchange computation is made in the case of any Letter
of Credit denominated in an Alternative Currency.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Parent.

      "Swap Contract" means any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement.

                                       27
<PAGE>

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.04(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit 2.04.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$30,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Target Acquisition" means the acquisition by the Parent through Barr
Europe of the Tendered Shares on the Initial Acquisition Facility Loan Funding
Date to be implemented consistent with in all material respects and pursuant to
the Acquisition Documentation.

      "Target Bankruptcy Event" means the official initiation of bankruptcy
proceedings against the Acquired Company in the court of law of Croatia.

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) reasonably
determined by the Administrative Agent to be a suitable replacement) is open for
the settlement of payments in Euro.

                                       28
<PAGE>

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Tendered Shares" means shares of "Park Place" that shall have been
tendered in response to the Acquisition Offer.

      "Total Revolving Outstandings" means the aggregate Outstanding Amount of
all Revolving Loans, all Swing Line Loans and all L/C Obligations issued
pursuant to Section 2.03(a)(i).

      "Total Acquisition Facility Outstandings" means the aggregate Outstanding
Amount of all Acquisition Facility Loans and the Acquisition Facility Letter of
Credit.

      "Type" means, with respect to a Loan, its character as a Base Rate Loan or
a Eurocurrency Rate Loan.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "Unused Fee Period" means the period of time commencing on the Initial
Acquisition Facility Loan Funding Date and continuing for the remainder of the
Acquisition Facility Loan Availability Period, including at any time during
which one or more of the conditions in Article IV is not met.

      "Wholly Owned Subsidiary" means any Person 100% of whose Equity Interests
are at the time owned by the Parent directly or indirectly through other Persons
100% of whose Equity Interests are at the time owned, directly or indirectly, by
the Parent.

      1.02 OTHER INTERPRETIVE PROVISIONS.

      With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

            (a) The definitions of terms herein shall apply equally to the
      singular and plural forms of the terms defined. Whenever the context may
      require, any pronoun shall include the corresponding masculine, feminine
      and neuter forms. The words "include," "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation." The word "will"
      shall be construed to have the same meaning and effect as the word
      "shall." Unless the context requires otherwise, (i) any definition of or
      reference

                                       29
<PAGE>

      to any agreement, instrument or other document (including any Organization
      Document) shall be construed as referring to such agreement, instrument or
      other document as from time to time amended, supplemented or otherwise
      modified (subject to any restrictions on such amendments, supplements or
      modifications set forth herein or in any other Loan Document), (ii) any
      reference herein to any Person shall be construed to include such Person's
      successors and assigns, (iii) the words "herein," "hereof" and
      "hereunder," and words of similar import when used in any Loan Document,
      shall be construed to refer to such Loan Document in its entirety and not
      to any particular provision thereof, (iv) all references in a Loan
      Document to Articles, Sections, Exhibits and Schedules shall be construed
      to refer to Articles and Sections of, and Exhibits and Schedules to, the
      Loan Document in which such references appear, (v) any reference to any
      law shall include all statutory and regulatory provisions consolidating,
      amending replacing or interpreting such law and any reference to any law
      or regulation shall, unless otherwise specified, refer to such law or
      regulation as amended, modified or supplemented from time to time, and
      (vi) the words "asset" and "property" shall be construed to have the same
      meaning and effect and to refer to any and all tangible and intangible
      assets and properties, including cash, securities, accounts and contract
      rights.

            (b) In the computation of periods of time from a specified date to a
      later specified date, the word "from" means "from and including;" the
      words "to" and "until" each mean "to but excluding;" and the word
      "through" means "to and including."

            (c) Section headings herein and in the other Loan Documents are
      included for convenience of reference only and shall not affect the
      interpretation of this Agreement or any other Loan Document.

      1.03 ACCOUNTING TERMS.

      (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.

      (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Company shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

                                       30
<PAGE>

      (c) Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made under Section 7.02(d), Section
7.02(q), Section 7.05(g) (in each case, a "Pro Forma Transaction") and the
financial covenants set forth in Section 7.10.

      (i) if (A) during the applicable four fiscal quarter period used in making
such calculations under Section 7.10 (the "Measuring Period") or (B) in the case
of any Pro Forma Transaction calculation, to occur after such applicable
Measuring Period (such pro forma calculation to be made as of the last day of
the most recent fiscal quarter for which annual or quarterly financial
statements shall have been delivered), the Parent or any of its Subsidiaries
consummates any Disposition of a Subsidiary, product, product line, business
segment or division (x) income statement items (whether positive or negative)
attributable to the Subsidiary or Property disposed of shall be excluded as if
such Disposition had occurred on the first date of the Measuring Period and (y)
Indebtedness which is retired shall be excluded and deemed to have been retired
as of the first day of the Measuring Period; and

      (ii) if (A) during the Measuring Period or (B) in the case of any Pro
Forma Transaction calculation to occur after such applicable Measuring Period
(such pro forma calculation to be made as of the last day of the most recent
fiscal quarter for which annual or quarterly financial statements shall have
been delivered), the Parent or any of its Subsidiaries consummates any
Acquisition (A) income statement items (whether positive or negative)
attributable to the Person or Property acquired shall be included as if such
Acquisition had occurred as of the first date of the Measuring Period and (B) to
the extent not retired in connection with such Acquisition, Indebtedness of the
Person or Property acquired shall be deemed to have been incurred as of the
first day of the Measuring Period.

      For purposes of determining the Consolidated Leverage Ratio pursuant to
any Pro Forma Transaction , "Pro Forma Basis" shall mean that such ratio is
calculated (i) by determining the denominator in accordance with this Section
1.03(c) and (ii) by taking into account in the numerator all Indebtedness
incurred on the date of the relevant transaction.

      1.04 ROUNDING.

      Any financial ratios required to be maintained by the Company pursuant to
this Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places
by which such ratio is expressed herein and rounding the result up or down to
the nearest number (with a rounding-up if there is no nearest number).

      1.05 EXCHANGE RATES; CURRENCY EQUIVALENTS.

      (a) The Administrative Agent or the L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts
denominated in Alternative Currencies. Such Spot Rates shall become effective as
of such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to
occur. Except for purposes of financial statements delivered by Loan Parties
hereunder or

                                       31
<PAGE>

calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes
of the Loan Documents shall be such Dollar Equivalent amount as so reasonably
determined by the Administrative Agent or the L/C Issuer, as applicable.

      (b) Wherever in this Agreement in connection with a Borrowing, conversion,
continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Borrowing,
Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as reasonably determined by the
Administrative Agent or the L/C Issuer, as the case may be.

      1.06 ADDITIONAL ALTERNATIVE CURRENCIES.

      (a) The Company may from time to time request that Eurocurrency Rate Loans
(that are Revolving Loans) be made and/or Letters of Credit be issued pursuant
to Section 2.03(a)(i) in a currency other than those specifically listed in the
definition of "Alternative Currency;" provided that such requested currency is a
lawful currency (other than Dollars) that is readily available and freely
transferable and convertible into Dollars. In the case of any such request with
respect to the making of Eurocurrency Rate Loans, such request shall be subject
to the approval of the Administrative Agent and the Lenders; and in the case of
any such request with respect to the issuance of Letters of Credit, such request
shall be subject to the approval of the Administrative Agent and the L/C Issuer.

      (b) Any such request shall be made to the Administrative Agent not later
than 11:00 a.m., seven (7) Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent and, in the case of any such request pertaining to Letters of Credit, the
L/C Issuer, in its or their sole discretion). In the case of any such request
pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly
notify each Lender thereof; and in the case of any such request pertaining to
Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer
thereof. Each Lender (in the case of any such request pertaining to Eurocurrency
Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of
Credit) shall notify the Administrative Agent, not later than 11:00 a.m., two
(2) Business Days after receipt of such request whether it consents, in its sole
discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters
of Credit, as the case may be, in such requested currency.

      (c) Any failure by a Lender or the L/C Issuer, as the case may be, to
respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as
the case may be, to permit Eurocurrency Rate Loans to be made or Letters of
Credit to be issued in such requested currency. If the Administrative Agent and
all the Lenders consent to making Eurocurrency Rate Loans in such requested
currency, the Administrative Agent shall so notify the Company and such currency
shall thereupon be deemed for all purposes to be an Alternative Currency
hereunder for purposes of any Borrowings of

                                       32
<PAGE>

Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer
consent to the issuance of Letters of Credit in such requested currency, the
Administrative Agent shall so notify the Company and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Letter of Credit issuances.

      If the Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.06, the Administrative Agent
shall promptly so notify the Company.

      1.07 CHANGE OF CURRENCY.

      (a) Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into
Euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if
any Borrowing in the currency of such member state is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

      (b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

      (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change
in currency.

      1.08 TIMES OF DAY.

      Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

      1.09 LETTER OF CREDIT AMOUNTS.

      Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the Dollar Equivalent of the stated amount of such
Letter of Credit in effect at such time; provided, however, that with respect to
any Letter of Credit that, by its terms or the terms of any Issuer Document
related thereto, provides for one or more automatic increases in the stated
amount thereof, the amount of such Letter of Credit shall be deemed to be the
Dollar

                                       33
<PAGE>

Equivalent of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in
effect at such time.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 REVOLVING LOANS AND ACQUISITION FACILITY LOAN.

      (a) Revolving Loans. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "Revolving Loan")
to the Borrowers in Dollars or in one or more Alternative Currencies from time
to time, on any Business Day during the Revolving Availability Period in an
aggregate amount not to exceed at any time outstanding the amount of such
Lender's Revolving Commitment; provided, however, that after giving effect to
any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not
exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding
Amount of the Revolving Loans of any Lender, plus such Lender's Applicable
Percentage of the Outstanding Amount of all L/C Obligations issued pursuant to
this Section 2.03(a)(i), plus such Lender's Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Revolving Commitment, (iii) the aggregate Outstanding Amount of all Revolving
Loans made to the Designated Foreign Borrowers shall not exceed the Designated
Foreign Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all
Revolving Loans and L/C Obligations issued pursuant to this Section 2.03(a)(i)
denominated in Alternative Currencies shall not exceed the Alternative Currency
Sublimit. Within the limits of each Lender's Revolving Commitment, and subject
to the other terms and conditions hereof, the Borrowers may borrow under this
Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.
Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further
provided herein, provided, however, all Borrowings made on the Closing Date
shall be made as Base Rate Loans.

      (b) Acquisition Facility Loan. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make its portion of each
Acquisition Facility Loan to the Company in Dollars in up to three separate
draws (on the Initial Acquisition Facility Loan Funding Date and on up to two
additional dates), on any Business Day during the Acquisition Facility Loan
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's Acquisition Facility Commitment; provided, however,
that after giving effect to any Borrowing of Acquisition Facility Loans, (i) the
Total Acquisition Facility Outstandings shall not exceed the Aggregate
Acquisition Facility Commitments and (ii) the aggregate Outstanding Amount of
any Acquisition Facility Loan of any Lender, plus such Lender's Applicable
Percentage of the Outstanding Amount of any Acquisition Facility Letter of
Credit, shall not exceed such Lender's Acquisition Facility Commitment. Amounts
repaid on the Acquisition Facility Loan may not be reborrowed. The Acquisition
Facility Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, as
further provided herein, provided, however, all Borrowings made on the Initial
Acquisition Facility Loan Funding Date shall be made as Base Rate Loans.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

                                       34
<PAGE>

      (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon the
Company's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans
denominated in Dollars or of any conversion of Eurocurrency Rate Loans
denominated in Dollars to Base Rate Loans, (ii) four Business Days prior to the
requested date of any Borrowing or continuation of Eurocurrency Rate Loans
denominated in Alternative Currencies (other than any Special Notice Currency),
(iii) five Business Days prior to the requested date of any Borrowing or
continuation of Eurocurrency Rate Loans denominated in any Special Notice
Currency, and (iv) on the requested date of any Borrowing of Base Rate. Each
telephonic notice by the Company pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c)
each Borrowing of or conversion to Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof.

      Each Loan Notice (whether telephonic or written) shall specify (i) whether
the Company is requesting a Borrowing of a Revolving Loan or a Borrowing of the
Acquisition Facility Loans, (ii) whether the Company is requesting a Borrowing,
a conversion of Loans from one Type to the other, or a continuation of
Eurocurrency Rate Loans, (iii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iv) the
principal amount of Loans to be borrowed, converted or continued, (v) the Type
of Loans to be borrowed or to which existing Loans are to be converted, (vi) if
applicable, the duration of the Interest Period with respect thereto, (vii) the
currency of the Loans to be borrowed and (vii) if applicable, the Designated
Foreign Borrower. If the Company fails to specify a currency in a Loan Notice
requesting a Borrowing, then the Loans so requested shall be made in Dollars. If
the Company fails to specify a Type of Loan in a Loan Notice or if the Company
fails to give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made as, or converted to Base Rate Loans; provided,
however, that in the case of a failure to timely request a continuation of Loans
denominated in an Alternative Currency, such Loans shall be continued as
Eurocurrency Rate Loans in their original currency with an Interest Period of
one month. Any automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the
applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. No Loan may be converted into or
continued as a Loan denominated in a different currency, but instead must be
prepaid in the original currency of such Loan and reborrowed in the other
currency.

      (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Loans, and if no timely notice of a conversion or
continuation is provided by the Company, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base

                                       35
<PAGE>

Rate Loans or continuation of Loans denominated in a currency other than
Dollars, in each case as described in the preceding subsection. In the case of a
Borrowing, each Lender shall make the amount of its Loan available to the
Administrative Agent in Same Day Funds at the Administrative Agent's Office for
the applicable currency not later than 1:00 p.m., in the case of any Loan
denominated in Dollars, and not later than the Applicable Time specified by the
Administrative Agent in the case of any Loan in an Alternative Currency, in each
case on the Business Day specified in the applicable Loan Notice.

      Upon satisfaction or waiver of the applicable conditions set forth in
Section 4.02, Section 4.03, Section 4.04 or Section 4.05, as the case may be
(and, if such Borrowing is on the Closing Date, Section 4.01), the
Administrative Agent shall make all funds so received available to the Company
or the other applicable Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of such Borrower on the books of Bank
of America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to the Administrative Agent
(and reasonably acceptable to) the Administrative Agent by the Company;
provided, however, that (i) if on the date of a Borrowing of Revolving Loans,
there are L/C Borrowings outstanding, then the proceeds of such Borrowing,
first, shall be applied to the payment in full of any such L/C Borrowings and
second, shall be made available to the applicable Borrower as provided above and
(ii) if on the date of the Borrowing of the Acquisition Facility Loans, there
are extensions of credit resulting from a drawing under the Acquisition Facility
Letter of Credit which have not been reimbursed on the date when made, then the
proceeds of such Acquisition Facility Loans, shall first, be applied to the
payment in full of any such L/C Borrowings with respect to the Acquisition
Facility Letter of Credit and second, shall be made available to the Company as
provided above.

      (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan unless the Company pays the amount due, if any, under
Section 3.05 in connection therewith. During the existence of a Default, no
Loans may be requested as, converted to or continued as Eurocurrency Rate Loans
(whether in Dollars or any Alternative Currency) without the consent of the
Required Lenders, and the Required Lenders may demand that any or all of the
then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency
be redenominated into Dollars in the amount of the Dollar Equivalent thereof, on
the last day of the then current Interest Period with respect thereto.

      (d) The Administrative Agent shall promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Company and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

      (e) After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than ten (10) Interest Periods in effect with respect to
Revolving Loans and ten (10) Interest Periods in effect with respect to the
Acquisition Facility Loans.

                                       36
<PAGE>

      2.03 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitment.

            (i) Revolving Commitment. Subject to the terms and conditions set
      forth herein, (A) the L/C Issuer agrees, in reliance upon the Revolving
      Commitments and the agreements of the Lenders set forth in this Section
      2.03, (1) from time to time on any Business Day during the period from the
      Closing Date until the Letter of Credit Expiration Date, to issue Letters
      of Credit denominated in Dollars or in one or more Alternative Currencies
      for the account of the Company or its Subsidiaries, and to amend or extend
      Letters of Credit previously issued by it, in accordance with subsection
      (b) below, and (2) to honor drawings under the Letters of Credit; and (B)
      the Lenders severally agree to participate in Letters of Credit issued for
      the account of the Company or its Subsidiaries and any drawings
      thereunder; provided that after giving effect to any L/C Credit Extension
      with respect to any Letter of Credit, issued pursuant to this Section
      2.03(a)(i), (x) the Total Revolving Outstandings shall not exceed the
      Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of
      all L/C Obligations issued pursuant to this Section 2.03(a)(i) shall not
      exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding
      Amount of Revolving Loans of any Lender, plus such Lender's Applicable
      Percentage of the Outstanding Amount of all L/C Obligations issued
      pursuant to this Section 2.03(a)(i), plus such Lender's Applicable
      Percentage of the Outstanding Amount of all Swing Line Loans shall not
      exceed such Lender's Revolving Commitment. Each request by the Company for
      the issuance or amendment of a Letter of Credit issued pursuant to this
      Section 2.03(a)(i) shall be deemed to be a representation by the Company
      that the L/C Credit Extension so requested complies (or such conditions
      have been waived) with the conditions set forth in the proviso to the
      preceding sentence. Within the foregoing limits, and subject to the terms
      and conditions hereof, the Company's ability to obtain Letters of Credit
      pursuant to this Section 2.03(a)(i) shall be fully revolving, and
      accordingly the Company may, during the foregoing period, obtain Letters
      of Credit to replace such Letters of Credit that have expired or that have
      been drawn upon and reimbursed.

            (ii) Acquisition Facility Commitment. Subject to the terms and
      conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon
      the Acquisition Facility Commitments and the agreements of the Lenders set
      forth in this Section 2.03, (1) on any Business Day during the Acquisition
      Facility Letter of Credit Availability Period, to issue the Acquisition
      Facility Letter of Credit denominated in Dollars or in Euros for the
      account of the Company, and to amend or extend such Acquisition Facility
      Letter of Credit, in accordance with subsection (b) below, and (2) to
      honor drawings under the Acquisition Facility Letter of Credit; and (B)
      the Lenders severally agree to participate in the Acquisition Facility
      Letter of Credit and any drawings thereunder; provided that after giving
      effect to any L/C Credit Extension with respect to the Acquisition
      Facility Letter of Credit, (x) the Total Acquisition Facility Outstandings
      shall not exceed the Aggregate Acquisition Facility Commitments and (y)
      the aggregate Outstanding Amount of any Acquisition Facility Loan of any
      Lender, plus such Lender's Applicable Percentage of

                                       37
<PAGE>

      the Outstanding Amount of the Acquisition Facility Letter of Credit shall
      not exceed such Lender's Acquisition Facility Commitment. The request by
      the Company for the issuance or amendment of the Acquisition Facility
      Letter of Credit shall be deemed to be a representation by the Company
      that such L/C Credit Extension so requested complies (or such conditions
      have been waived) with the conditions set forth in the proviso to the
      preceding sentence. The Company's ability to obtain the Acquisition
      Facility Letter of Credit shall not be revolving, and accordingly the
      Company may not obtain Letters of Credit to replace the Acquisition
      Facility Letter of Credit if such Acquisition Facility Letter of Credit
      shall have expired or shall have been drawn upon and reimbursed.

            (iii) The L/C Issuer shall not issue any Letter of Credit, if:

                  (A) subject to Section 2.03(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, unless the Required Lenders
            have approved such expiry date; or

                  (B) the expiry date of such requested Letter of Credit would
            occur after the applicable Letter of Credit Expiration Date, unless
            all the Lenders have approved such expiry date.

            (iv) The L/C Issuer shall not be under any obligation to issue any
      Letter of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer shall prohibit,
            advise, or request that the L/C Issuer refrain from, the issuance of
            letters of credit generally or such Letter of Credit in particular
            or shall impose upon the L/C Issuer with respect to such Letter of
            Credit any restriction, reserve or capital requirement (for which
            the L/C Issuer is not otherwise compensated hereunder) not in effect
            on the Closing Date, or shall impose upon the L/C Issuer any
            unreimbursed loss, cost or expense which was not applicable on the
            Closing Date and which the L/C Issuer in good faith deems material
            to it;

                  (B) [Reserved].

                  (C) except as otherwise agreed by the Administrative Agent and
            the L/C Issuer, such Letter of Credit is in an initial stated amount
            less than $500,000;

                  (D) except as otherwise agreed by the Administrative Agent and
            the L/C Issuer, such Letter of Credit is to be denominated in a
            currency other than Dollars or an Alternative Currency;

                                       38
<PAGE>

                  (E) the L/C Issuer does not as of the issuance date of such
            requested Letter of Credit issue Letters of Credit in the requested
            currency;

                  (F) a default of any Lender's obligations to fund under
            Section 2.03(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C Issuer has entered into
            satisfactory arrangements with the Company or such Lender to
            eliminate the L/C Issuer's risk with respect to such Lender.

            (v) The L/C Issuer shall be under no obligation to amend any Letter
      of Credit if (A) the L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

            (vi) The L/C Issuer shall act on behalf of the Lenders with respect
      to any Letters of Credit issued by it and the documents associated
      therewith, and the L/C Issuer shall have all of the benefits and
      immunities (A) provided to the Administrative Agent in Article X with
      respect to any acts taken or omissions suffered by the L/C Issuer in
      connection with Letters of Credit issued by it or proposed to be issued by
      it and Issuer Documents pertaining to such Letters of Credit as fully as
      if the term "Administrative Agent" as used in Article X included the L/C
      Issuer with respect to such acts or omissions, and (B) as additionally
      provided herein with respect to the L/C Issuer.

      (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Company delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Company. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least
      two Business Days (or such later date and time as the Administrative Agent
      and the L/C Issuer may agree in a particular instance in their reasonable
      discretion) prior to the proposed issuance date or date of amendment, as
      the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail reasonably satisfactory to the L/C Issuer: (A) the proposed
      issuance date of the requested Letter of Credit (which shall be a Business
      Day); (B) the amount and requested currency thereof and in the absence of
      specification of currency shall be deemed a request for a Letter of Credit
      denominated in Dollars; (C) the expiry date thereof; (D) the name and
      address of the beneficiary thereof; (E) the documents to be presented by
      such beneficiary in case of any drawing thereunder; (F) the full text of
      any certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may reasonably
      require. In the case of a request for an amendment of any outstanding
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail reasonably satisfactory to the L/C Issuer (A) the Letter of
      Credit to be amended; (B) the proposed date of amendment thereof (which
      shall be a Business Day); (C) the nature of the proposed amendment; and
      (D) such other matters as

                                       39
<PAGE>

      the L/C Issuer may reasonably require. Additionally, the Company shall
      furnish to the L/C Issuer and the Administrative Agent such other
      documents and information pertaining to such requested Letter of Credit
      issuance or amendment, including any Issuer Documents, as the L/C Issuer
      or the Administrative Agent may reasonably require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with the Administrative Agent (by telephone or in
      writing) that the Administrative Agent has received a copy of such Letter
      of Credit Application from the Company and, if not, the L/C Issuer will
      provide the Administrative Agent with a copy thereof and inform the
      Administrative Agent whether such Letter of Credit Application is for a
      standby Letter of Credit. Unless the L/C Issuer has received written
      notice from any Lender, the Administrative Agent or any Loan Party, at
      least one Business Day prior to the requested date of issuance or
      amendment of the applicable Letter of Credit, that (A) with respect to
      Letters of Credit issued in connection with the Revolving Commitments
      pursuant to Section 2.03(a)(i), one or more applicable conditions
      contained in Section 4.02 shall not then be satisfied, or (B) with respect
      to the Acquisition Facility Letter of Credit issued in connection with the
      Acquisition Facility Commitments pursuant to Section 2.03(a)(ii), one or
      more applicable conditions contained in Section 4.03 shall not then be
      satisfied, then, subject to the terms and conditions hereof, the
      applicable L/C Issuer shall, on the requested date, issue such Letter of
      Credit for the account of the Company or enter into the applicable
      amendment, as the case may be, in each case in accordance with the
      applicable L/C Issuer's usual and customary business practices.
      Immediately upon the issuance of each Letter of Credit, each Lender shall
      be deemed to, and hereby irrevocably and unconditionally agrees to,
      purchase from the applicable L/C Issuer a risk participation in such
      Letter of Credit in an amount equal to the product of such Lender's
      Applicable Percentage (as the case may be, with respect to Letters of
      Credit issued in connection with the Revolving Commitments and with
      respect to the Acquisition Facility Letter of Credit) times the amount of
      such Letter of Credit.

            (iii) Except with respect to the Acquisition Facility Letter of
      Credit, if the Company so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its reasonable discretion, agree to
      issue a Letter of Credit that has automatic extension provisions (each, an
      "Auto-Extension Letter of Credit"); provided that any such Auto-Extension
      Letter of Credit must permit the L/C Issuer to prevent any such extension
      at least once in each twelve-month period (commencing with the date of
      issuance of such Letter of Credit) by giving prior notice to the
      beneficiary thereof not later than a day (the "Non-Extension Notice Date")
      in each such twelve-month period to be agreed upon at the time such Letter
      of Credit is issued. Unless otherwise directed by the L/C Issuer, the
      Company shall not be required to make a specific request to the L/C Issuer
      for any such extension. Once an Auto-Extension Letter of Credit has been
      issued, the Lenders shall be deemed to have authorized (but may not
      require) the L/C Issuer to permit the extension of such Letter of Credit
      at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer shall not permit
      any such extension if (A) the L/C Issuer has determined that it would not
      be permitted, or would have no obligation, at such time to issue such
      Letter of Credit in its revised form (as extended) under the terms hereof
      (by reason of the provisions of clause (iii) or (iv) of

                                       40
<PAGE>

      Section 2.03(a) or otherwise), or (B) it has received notice (which may be
      by telephone or in writing) on or before the day that is ten Business Days
      before the Non-Extension Notice Date from the Administrative Agent, any
      Lender or the Company that one or more of the applicable conditions
      specified in Section 4.02 is not then satisfied or waived, and in each
      such case directing the applicable L/C Issuer not to permit such
      extension.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the applicable L/C Issuer will also deliver
      to the Company and the Administrative Agent a true and complete copy of
      such Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of a drawing under such Letter of Credit, the L/C Issuer shall
      notify the Company and the Administrative Agent thereof. In the case of a
      Letter of Credit denominated in an Alternative Currency, the Company shall
      reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C
      Issuer (at its option) shall have specified in such notice that it will
      require reimbursement in Dollars, or (B) in the absence of any such
      requirement for reimbursement in Dollars, the Company shall have notified
      the L/C Issuer promptly following receipt of the notice of drawing that
      the Company will reimburse the L/C Issuer in Dollars. In the case of any
      such reimbursement in Dollars of a drawing under a Letter of Credit
      denominated in an Alternative Currency, the L/C Issuer shall notify the
      Company of the Dollar Equivalent of the amount of the drawing promptly
      following the determination thereof. Not later than 11:00 a.m. on the
      Business Day immediately following any date of any payment by the L/C
      Issuer under a Letter of Credit to be reimbursed in Dollars, or the
      Applicable Time on the Business Day immediately following any date of any
      payment by the L/C Issuer under a Letter of Credit to be reimbursed in an
      Alternative Currency (each such date, an "Honor Date"), the Company shall
      reimburse the L/C Issuer through the Administrative Agent in an amount
      equal to the amount of such drawing and in the applicable currency. If the
      Company fails to so reimburse the L/C Issuer by such time, the
      Administrative Agent shall promptly notify each Lender of the Honor Date,
      the amount of the unreimbursed drawing (expressed in Dollars in the amount
      of the Dollar Equivalent thereof in the case of a Letter of Credit
      denominated in an Alternative Currency) (the "Unreimbursed Amount"), and
      the amount of such Lender's Applicable Percentage thereof. In such event,
      (A) with respect to Letters of Credit issued in connection with the
      Revolving Commitments pursuant to Section 2.03(a)(i), the Company shall be
      deemed to have requested a Borrowing of Base Rate Loans (that are
      Revolving Loans) to be disbursed on the Honor Date in an amount equal to
      the Unreimbursed Amount, without regard to the minimum and multiples
      specified in Section 2.02 for the principal amount of Base Rate Loans, but
      subject to the amount of the unutilized portion of the Aggregate Revolving
      Commitments and the conditions set forth in Section 4.02 (other than the
      delivery of a Loan Notice) and (B) with respect to the Acquisition
      Facility Letter of Credit issued in connection with the Acquisition
      Facility Commitments pursuant to Section 2.03(a)(ii), the Company shall be
      deemed to have requested a Borrowing of Base Rate Loans (that are
      Acquisition Facility

                                       41
<PAGE>

      Loans) to be disbursed on the Honor Date in an amount equal to the
      Unreimbursed Amount, without regard to the minimum and multiples specified
      in Section 2.02 for the principal amount of Base Rate Loans, but subject
      to the amount of the unutilized portion of the Aggregate Acquisition
      Facility Commitments and the conditions set forth in Section 4.04 (other
      than the delivery of a Loan Notice). Any notice given by the L/C Issuer or
      the Administrative Agent pursuant to this Section 2.03(c)(i) may be given
      by telephone if immediately confirmed in writing; provided that the lack
      of such an immediate confirmation shall not affect the conclusiveness or
      binding effect of such notice.

            (ii) (A) To the extent such Unreimbursed Amount relates to a Letter
      of Credit issued in connection with the Revolving Commitments pursuant to
      Section 2.03(a)(i), each Lender shall upon any notice pursuant to Section
      2.03(c)(i) make funds available to the Administrative Agent for the
      account of the L/C Issuer, in Dollars, at the Administrative Agent's
      Office in an amount equal to its Applicable Percentage of the Unreimbursed
      Amount not later than 1:00 p.m. on the Business Day specified in such
      notice by the Administrative Agent and (B) to the extent such Unreimbursed
      Amount relates to the Acquisition Facility Letter of Credit issued
      pursuant to Section 2.03(a)(ii), each Lender shall upon any notice
      pursuant to Section 2.03(c)(i), make its portion of the Acquisition
      Facility Loans available to the Administrative Agent for the account of
      the L/C Issuer, in Dollars, at the Administrative Agent's Office in an
      amount equal to its Applicable Percentage of the Unreimbursed Amount of
      such Acquisition Facility Letter of Credit not later than 1:00 p.m. on the
      Business Day specified in such notice by the Administrative Agent. The
      Administrative Agent shall remit the funds so received to the L/C Issuer
      in Dollars.

            (iii) Any Unreimbursed Amount shall be due and payable on demand and
      shall bear interest at the rate applicable to Base Rate Loans from the
      Honor Date to the date of reimbursement is required pursuant to Section
      2.03(c)(i). Each Lender's payment to the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
      payment in respect of its participation in such Unreimbursed Amount and
      shall constitute an L/C Advance from such Lender (with respect to its
      Revolving Commitment and/or its Acquisition Facility Commitment, as the
      case may be) in satisfaction of its participation obligation under this
      Section 2.03.

            (iv) (A) With respect to Letters of Credit issued in connection with
      the Revolving Commitments pursuant to Section 2.03(a)(i), until each
      Lender funds its Revolving Loan or L/C Advance pursuant to this Section
      2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter
      of Credit, interest in respect of such Lender's Applicable Percentage of
      such amount shall be solely for the account of the L/C Issuer and (B) with
      respect to the Acquisition Facility Letter of Credit issued pursuant to
      Section 2.03(a)(ii), until each Lender funds its Acquisition Facility Loan
      pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
      amount drawn under the Acquisition Facility Letter of Credit, interest in
      respect of such Lender's Applicable Percentage of such amount shall be
      solely for the account of the L/C Issuer.

                                       42
<PAGE>

            (v) With respect to Letters of Credit issued in connection with the
      Revolving Commitments pursuant to Section 2.03(a)(i), each Lender's
      obligation to make Revolving Loans or L/C Advances to reimburse the L/C
      Issuer for amounts drawn under Letters of Credit (other than the
      Acquisition Facility Letter of Credit), as contemplated by this Section
      2.03(c), and with respect to the Acquisition Facility Letter of Credit
      issued pursuant to Section 2.03(a)(ii), each Lender's obligation to make
      its portion of the Acquisition Facility Loan to reimburse the L/C Issuer
      for amounts drawn under the Acquisition Facility Letter of Credit, in each
      case, shall be absolute and unconditional and shall not be affected by any
      circumstance, including (A) any setoff, counterclaim, recoupment, defense
      or other right which such Lender may have against the L/C Issuer, the
      Company, any Subsidiary or any other Person for any reason whatsoever; (B)
      the occurrence or continuance of a Default, or (C) any other occurrence,
      event or condition, whether or not similar to any of the foregoing;
      provided, however, that (x) each Lender's obligation to make Revolving
      Loans pursuant to this Section 2.03(c) with respect to Letters of Credit
      issued in connection with the Revolving Commitments pursuant to Section
      2.03(a)(i), is subject to the conditions set forth in Section 4.02 (other
      than delivery by the Company of a Loan Notice) and (y) each Lender's
      obligation to fund its portion of the initial Acquisition Facility Loan
      pursuant to this Section 2.03(c) with respect to the Acquisition Facility
      Letter of Credit issued in connection with the Acquisition Facility
      Commitments pursuant to Section 2.03(a)(ii), is subject to the conditions
      set forth in Section 4.04 (other than delivery by the Company of a Loan
      Notice) and its obligation to fund any other Acquisition Facility Loan is
      subject to the conditions set forth in Section 4.05. Except to the extent
      that any Unreimbursed Amount with respect to the Acquisition Facility
      Letter has been funded with the advance of the Acquisition Facility Loan,
      no such making of an L/C Advance, with respect to Letters of Credit issued
      in connection with the Revolving Commitments pursuant to Section
      2.03(a)(i), shall relieve or otherwise impair the obligation of the
      Company to reimburse the L/C Issuer for the amount of any payment made by
      the L/C Issuer under any Letter of Credit, together with interest as
      provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to the L/C Issuer at a rate per annum equal to the
      applicable Overnight Rate from time to time in effect, plus any
      administrative, processing or similar fees customarily charged by the L/C
      Issuer in connection with the foregoing. If such Lender pays such amount
      (with interest and fees as aforesaid), the amount so paid shall constitute
      (A) such Lender's Revolving Loan included in the relevant Borrowing or L/C
      Advance in respect of the relevant L/C Borrowing, as the case may be or
      (B) such Lender's Acquisition Facility Loan included in the relevant
      Borrowing or L/C Advance in respect of the relevant L/C Borrower, as the
      case may be. A certificate of the L/C Issuer submitted to any Lender
      (through the Administrative Agent) with respect to any amounts owing under
      this clause (vi) shall be conclusive absent manifest error.

                                       43
<PAGE>

      (d) Repayment of Participations.

            (i) At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c), if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Company or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent will distribute to such Lender its Applicable
      Percentage thereof in the same funds as those received by the
      Administrative Agent.

            (ii) If any payment received by the L/C Issuer pursuant to Section
      2.03(c)(i) is required to be returned under any of the circumstances
      described in Section 10.05 (including pursuant to any settlement entered
      into by the L/C Issuer in its discretion), each Lender shall pay to the
      Administrative Agent for the account of the L/C Issuer its Applicable
      Percentage thereof on demand of the Administrative Agent (on behalf of the
      L/C Issuer), plus interest thereon from the date of such demand to the
      date such amount is returned by such Lender, at a rate per annum equal to
      the Overnight Rate from time to time in effect. The obligations of the
      Lenders under this clause shall survive the payment in full of the
      Obligations and the termination of this Agreement.

      (e) Obligations Absolute.

            (i) Except to the extent that any Unreimbursed Amount with respect
      to the Acquisition Facility Letter of Credit has been funded with the
      advance of the Acquisition Facility Loan, the obligation of the Company to
      reimburse the L/C Issuer for each drawing under each Letter of Credit
      issued in connection with the Commitments pursuant to Section 2.03(a)(i)
      and Section 2.03(a)(ii) and to repay each Unreimbursed Amount shall be
      absolute, unconditional and irrevocable, and shall be paid strictly in
      accordance with the terms of this Agreement under all circumstances,
      including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other Loan Document;

            (ii) the existence of any claim, counterclaim, setoff, defense or
      other right that the Company or any Subsidiary may have at any time
      against any beneficiary or any transferee of such Letter of Credit (or any
      Person for whom any such beneficiary or any such transferee may be
      acting), the L/C Issuer or any other Person, whether in connection with
      this Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such 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; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

                                       44
<PAGE>

            (iv) any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law;

            (v) any adverse change in the relevant exchange rates or in the
      availability of the relevant Alternative Currency to the Company or any
      Subsidiary or in the relevant currency markets generally; or

            (vi) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Company or any Subsidiary.

            The Company shall promptly examine a copy of each Letter of Credit
      and each amendment thereto that is delivered to it and, in the event of
      any claim of noncompliance with the Company's instructions or other
      irregularity, the Company will immediately notify the L/C Issuer. The
      Company shall be conclusively deemed to have waived any such claim against
      the L/C Issuer and its correspondents unless such notice is given as
      aforesaid.

            (f) Role of L/C Issuer. Each Lender and the Company agree that, in
      paying any drawing under a Letter of Credit, the L/C Issuer shall not have
      any responsibility to obtain any document (other than any sight draft,
      certificates and documents expressly required by the Letter of Credit) or
      to ascertain or inquire as to the validity or accuracy of any such
      document or the authority of the Person executing or delivering any such
      document. None of the L/C Issuer, the Administrative Agent, any of their
      respective Related Parties nor any correspondent, participant or assignee
      of the L/C Issuer shall be liable to any Lender for (i) any action taken
      or omitted in connection herewith at the request or with the approval of
      the Lenders or the Required Lenders, as applicable; (ii) any action taken
      or omitted in the absence of gross negligence or willful misconduct; or
      (iii) the due execution, effectiveness, validity or enforceability of any
      document or instrument related to any Letter of Credit or Issuer Document.
      The Company hereby assumes all risks of the acts or omissions of any
      beneficiary or transferee with respect to its use of any Letter of Credit;
      provided, however, that this assumption is not intended to, and shall not,
      preclude the Company's pursuing such rights and remedies as it may have
      against the beneficiary or transferee at law or under any other agreement.
      None of the L/C Issuer, the Administrative Agent, any of their respective
      Related Parties nor any correspondent, participant or assignee of the L/C
      Issuer shall be liable or responsible for any of the matters described in
      clauses (i) through (v) of Section 2.03(e); provided, however, that
      anything in such clauses to the contrary notwithstanding, the Company may
      have a claim against the L/C Issuer, and the L/C Issuer may be liable to
      the Company, to the extent, but only to the extent, of any direct, as
      opposed to consequential

                                       45
<PAGE>

      or exemplary, damages suffered by the Company which the Company proves
      were caused by the L/C Issuer's willful misconduct or gross negligence or
      the L/C Issuer's willful failure to pay under any Letter of Credit after
      the presentation to it by the beneficiary of a sight draft and
      certificate(s) strictly complying with the terms and conditions of a
      Letter of Credit. In furtherance and not in limitation of the foregoing,
      the L/C Issuer may accept documents that appear on their face to be in
      order, without responsibility for further investigation, regardless of any
      notice or information to the contrary, and the L/C Issuer shall not be
      responsible for the validity or sufficiency of any instrument transferring
      or assigning or purporting to transfer or assign a Letter of Credit or the
      rights or benefits thereunder or proceeds thereof, in whole or in part,
      which may prove to be invalid or ineffective for any reason.

      (g) Cash Collateral.

            (i) Upon the written request of the Administrative Agent, if, as of
      the Letter of Credit Expiration Date (or as of the expiry date with
      respect to the Acquisition Facility Letter of Credit), any L/C Obligation
      for any reason remains outstanding, the Company shall immediately Cash
      Collateralize the then Outstanding Amount of all L/C Obligations.

            (ii) In addition, if (A) the Administrative Agent notifies the
      Company at any time, but not more often than once per month, that the
      Outstanding Amount of all L/C Obligations issued in connection with the
      Revolving Commitments pursuant to Section 2.03(a)(i), at such time exceeds
      105% of the Letter of Credit Sublimit then in effect, then, within two
      Business Days after receipt of such notice, the Company shall Cash
      Collateralize the L/C Obligations in an amount equal to the amount by
      which the Outstanding Amount of all L/C Obligations exceeds the Letter of
      Credit Sublimit then in effect and (B) the Administrative Agent notifies
      the Company at any time, but not more often than once per month, that the
      Outstanding Amount of the Acquisition Facility Letter of Credit issued
      pursuant to Section 2.03(a)(ii), at such time exceeds 102.5% of the
      Aggregate Acquisition Facility Commitments then in effect, then, within
      two Business Days after receipt of such notice, the Company shall Cash
      Collateralize the L/C Obligations in respect of the Acquisition Facility
      Letter of Credit in an amount equal to the amount by which the Outstanding
      Amount of such Acquisition Facility Letter of Credit exceeds the Aggregate
      Acquisition Facility Commitments then in effect.

            (iii) Sections 2.05(b) and 8.02(c) set forth certain additional
      requirements to deliver Cash Collateral hereunder. For purposes of this
      Section 2.03(g), Section 2.05(b) and Section 8.02(c), "Cash Collateralize"
      means to pledge and deposit with or deliver to the Administrative Agent,
      for the benefit of the L/C Issuer and the Lenders, as collateral for the
      L/C Obligations, as the case may be, cash or deposit account balances
      pursuant to documentation in form and substance reasonably satisfactory to
      the Administrative Agent (which documents are hereby consented to by the
      Lenders). Derivatives of such term have corresponding meanings. The
      Company hereby grants to the Administrative Agent, for the benefit of the
      L/C Issuer and the Lenders, a security interest in all such cash, deposit
      accounts and all balances therein and all proceeds of the foregoing. Cash
      Collateral shall be maintained in blocked deposit accounts at Bank of
      America.

                                       46
<PAGE>

      (h) Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Company when a standby Letter of Credit is issued, the rules of
the ISP shall apply to such Letter of Credit to the extent not inconsistent
therewith and if requested by the Company in the applicable Letter of Credit
Application, the laws of the State of New York.

      (i) Letter of Credit Fees. (A) With respect to Letters of Credit issued in
connection with the Revolving Commitments pursuant to Section 2.03(a)(i), the
Company shall pay to the Administrative Agent for the account of each Lender
(other than a Defaulting Lender) in accordance with its Applicable Percentage a
Letter of Credit fee (the "Revolving Letter of Credit Fee"), in Dollars, for
each Letter of Credit equal to the Applicable Rate (set forth under "Letter of
Credit Fee" in such definition) times the Dollar Equivalent of the daily amount
available to be drawn under such Letter of Credit and (B) with respect to the
Acquisition Facility Letter of Credit issued pursuant to Section 2.03(a)(ii),
the Company shall pay to the Administrative Agent for the account of each Lender
(other than a Defaulting Lender) a Letter of Credit Fee (the "Acquisition
Facility Letter of Credit Fee" and together with the Revolving Letter of Credit
Fee, the "Letter of Credit Fees"), in Dollars, in accordance with its Applicable
Percentage equal to the Applicable Rate (set forth under "Acquisition Facility
Letter of Credit Fee" in such definition) times the Dollar Equivalent of the
daily amount available to be drawn under such Acquisition Facility Letter of
Credit. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.09. The Letter of Credit Fees shall be (i) computed on
a quarterly basis in arrears and (ii) due and payable on the last Business Day
of each March, June, September and December, commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date (or the expiry date with respect to the Acquisition Facility
Letter of Credit) and thereafter on written demand. If there is any change in
the Applicable Rate during any quarter, the daily amount available to be drawn
under each Letter of Credit shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate
was in effect.

      (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Company shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit, at a rate per annum
specified in the Fee Letter, computed on the daily amount available to be drawn
under such Letter of Credit on a quarterly basis in arrears. Such fronting fee
shall be due and payable on the first Business Day following the last day of
each March, June, September and December in respect of the most recently-ended
quarterly period (or portion thereof, in the case of the first payment),
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date (or on the expiry date with
respect to the Acquisition Facility Letter of Credit) and thereafter on written
demand. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.09. In addition, the Company shall pay directly to the
L/C Issuer for its own account the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of such L/C
Issuer relating to letters of credit disclosed to the Company and in effect from
time to time. Such customary fees and standard costs and charges are due and
payable on written demand and are nonrefundable.

                                       47
<PAGE>

      (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

      (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Company shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Company hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Company, and that the Company's business derives substantial benefits from the
businesses of such Subsidiaries.

      (m) Determination of Exchange Rate. On each Revaluation Date with respect
to each outstanding Letter of Credit denominated in an Alternative Currency, the
L/C Issuer shall reasonably determine the Spot Rate as of such Revaluation Date
with respect to the applicable Alternative Currency and shall promptly notify
the Administrative Agent and the Company thereof and of the Dollar Equivalent of
all Letters of Credit denominated in such Alternative Currency outstanding on
such Revaluation Date. The Spot Rate so reasonably determined shall become
effective on such Revaluation Date and shall remain effective until the next
succeeding Revaluation Date.

      2.04 SWING LINE LOANS.

      (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the Revolving Commitments and the
agreements of the other Lenders set forth in this Section 2.04, to make loans
(each such loan, a "Swing Line Loan") to the Company from time to time on any
Business Day during the Revolving Availability Period in an aggregate amount at
any time outstanding not to exceed the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C
Obligations in respect of Section 2.03(a)(i) of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender's Revolving Commitment; provided,
however, that after giving effect to any Swing Line Loan, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
such Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations issued pursuant to Section 2.03(a)(i), plus such Lender's Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender's Revolving Commitment, and provided, further, that the Company
shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company may borrow under this Section 2.04, prepay under
Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall
be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Lender's Applicable Percentage with
respect to its Revolving Commitment times the amount of such Swing Line Loan.

                                       48
<PAGE>

      (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Company's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $100,000, and (ii) the requested borrowing date, which
shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Company. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Company either, at the Company's option, by (i) crediting
the account of the Company on the books of the Swing Line Lender in immediately
available funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Company.

      (c) Refinancing of Swing Line Loans.

            (i) The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Company (which hereby irrevocably
      authorizes the Swing Line Lender to so request on its behalf), that each
      Lender make a Base Rate Loan in an amount equal to such Lender's
      Applicable Percentage of the amount of Swing Line Loans then outstanding.
      Such request shall be made in writing (which written request shall be
      deemed to be a Loan Notice for purposes hereof) and in accordance with the
      requirements of Section 2.02, without regard to the minimum and multiples
      specified therein for the principal amount of Base Rate Loans, but subject
      to the unutilized portion of the Aggregate Revolving Commitments and the
      conditions set forth in Section 4.02. The Swing Line Lender shall furnish
      the Company with a copy of the applicable Loan Notice promptly after
      delivering such notice to the Administrative Agent. Each Lender shall make
      an amount equal to its Applicable Percentage of the amount specified in
      such Loan Notice available to the Administrative Agent in immediately
      available funds for the account of the Swing Line Lender at the
      Administrative Agent's Office not later than 1:00 p.m. on the day
      specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii),
      each Lender that so makes funds available shall be deemed to have made a
      Base Rate Loan to the Company in such amount. The Administrative Agent
      shall remit the funds so received to the Swing Line Lender.

                                       49
<PAGE>

            (ii) If for any reason any Swing Line Loan cannot be refinanced by
      such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i),
      the request for Base Rate Loans submitted by the Swing Line Lender as set
      forth herein shall be deemed to be a request by the Swing Line Lender that
      each of the Lenders fund its risk participation in the relevant Swing Line
      Loan and each Lender's payment to the Administrative Agent for the account
      of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed
      payment in respect of such participation.

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this Section
      2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender
      shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for
      the period from the date such payment is required to the date on which
      such payment is immediately available to the Swing Line Lender at a rate
      per annum equal to the applicable Overnight Rate from time to time in
      effect, plus any administrative, processing or similar fees customarily
      charged by the Swing Line Lender in connection with the foregoing. A
      certificate of the Swing Line Lender submitted to any Lender (through the
      Administrative Agent) with respect to any amounts owing under this clause
      (iii) shall be conclusive absent manifest error.

            (iv) Each Lender's obligation to make Revolving Loans or to purchase
      and fund risk participations in Swing Line Loans pursuant to this Section
      2.04(c) shall be absolute and unconditional and shall not be affected by
      any circumstance, including (A) any setoff, counterclaim, recoupment,
      defense or other right which such Lender may have against the Swing Line
      Lender, the Company or any other Person for any reason whatsoever, (B) the
      occurrence or continuance of a Default, or (C) any other occurrence, event
      or condition, whether or not similar to any of the foregoing; provided,
      however, that each Lender's obligation to make Revolving Loans pursuant to
      this Section 2.04(c) is subject to the conditions set forth in Section
      4.02. No such funding of risk participations shall relieve or otherwise
      impair the obligation of the Company to repay Swing Line Loans, together
      with interest as provided herein.

      (d) Repayment of Participations.

            (i) At any time after any Lender has purchased and funded a risk
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      distribute to such Lender its Applicable Percentage of such payment in the
      same funds as those received by the Swing Line Lender.

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender under any of the circumstances described in Section
      10.05 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Lender shall pay to the Swing Line Lender
      its Applicable Percentage thereof on demand of the

                                       50
<PAGE>

      Administrative Agent, plus interest thereon from the date of such demand
      to the date such amount is returned, at a rate per annum equal to the
      Overnight Rate. The Administrative Agent will make such demand upon the
      request of the Swing Line Lender. The obligations of the Lenders under
      this clause shall survive the payment in full of the Obligations and the
      termination of this Agreement.

      (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Company for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Revolving Loan or risk participation
pursuant to this Section 2.04 to refinance such Lender's Applicable Percentage
of any Swing Line Loan, interest in respect of such Applicable Percentage shall
be solely for the account of the Swing Line Lender.

      (f) Payments Directly to Swing Line Lender. The Company shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

      2.05 PREPAYMENTS.

      (a) Voluntary Prepayments of Loans.

            (i) Revolving Loans and Acquisition Facility Loans. Each applicable
      Borrower may, upon notice from the Company to the Administrative Agent, at
      any time or from time to time voluntarily prepay Revolving Loans and the
      Acquisition Facility Loan in whole or in part without premium or penalty;
      provided that (A) such notice must be received by the Administrative Agent
      not later than 11:00 a.m. (1) three Business Days prior to any date of
      prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four
      Business Days (or five, in the case of prepayment of Loans denominated in
      Special Notice Currencies) prior to any date of prepayment of any
      Revolving Loans that are Eurocurrency Rate Loans denominated in
      Alternative Currencies and (3) on the date of prepayment of Base Rate
      Loans; (B) any prepayment of Eurocurrency Rate Loans denominated in
      Dollars shall be in a principal amount of $1,000,000 or a whole multiple
      of $500,000 in excess thereof; (C) any prepayment of Revolving Loans that
      are Eurocurrency Rate Loans denominated in Alternative Currencies shall be
      in a minimum principal amount of $1,000,000 or a whole multiple of
      $500,000 in excess thereof; (D) any prepayment of Base Rate Loans shall be
      in a principal amount of $500,000 or a whole multiple of $100,000 in
      excess thereof or, in each case, if less, the entire principal amount
      thereof then outstanding; and (E) any prepayment of the Acquisition
      Facility Loan shall be applied at the election of the Company (and if no
      such election is received, ratably to the remaining Principal Amortization
      Payments set forth in Section 2.07 below). Each such notice shall specify
      the date and amount of such prepayment and the Type(s) of Loans to be
      prepaid and, if Eurocurrency Loans are to be prepaid, the Interest
      Period(s) of such Loans. The Administrative Agent will promptly notify
      each Lender of its receipt of each such notice, and of the amount of such
      Lender's Applicable Percentage of such prepayment. If such notice is given
      by the Company, the applicable Borrower shall make such prepayment and the
      payment amount specified in such notice shall be due and payable on the
      date specified therein. Any prepayment of a Eurocurrency Rate Loan shall
      be accompanied by all accrued interest on the amount prepaid, together
      with any

                                       51
<PAGE>

      additional amounts required pursuant to Section 3.05. Each such prepayment
      shall be applied to the Loans of the Lenders in accordance with their
      respective Applicable Percentages.

            (ii) Swing Line Loans. The Company may, upon notice to the Swing
      Line Lender (with a copy to the Administrative Agent), at any time or from
      time to time, voluntarily prepay Swing Line Loans in whole or in part
      without premium or penalty; provided that (i) such notice must be received
      by the Swing Line Lender and the Administrative Agent not later than 1:00
      p.m. on the date of the prepayment, and (ii) any such prepayment shall be
      in a minimum principal amount of $100,000. Each such notice shall specify
      the date and amount of such prepayment. If such notice is given by the
      Company, the Company shall make such prepayment and the payment amount
      specified in such notice shall be due and payable on the date specified
      therein.

      (b) Mandatory Prepayments of Loans.

            (i) Revolving Commitments. (1) If for any reason the Total Revolving
      Outstandings at any time exceed the Aggregate Revolving Commitments then
      in effect, the Company shall immediately prepay Revolving Loans and/or the
      Swing Line Loans and/or Cash Collateralize the L/C Obligations issued
      pursuant to Section 2.03(a)(i) in an aggregate amount equal to such
      excess; provided, however, that, subject to the provisions of Section
      2.03(g)(ii), the Company shall not be required to Cash Collateralize the
      L/C Obligations pursuant to this Section 2.05(b)(i) unless after the
      prepayment in full of the Revolving Loans and Swing Line Loans the Total
      Revolving Outstandings exceed 102.5% of the Aggregate Revolving
      Commitments then in effect. The Administrative Agent may, at any time and
      from time to time after the initial deposit of such Cash Collateral,
      request that additional Cash Collateral be provided in order to protect
      against the results of further exchange rate fluctuations and (2) if the
      Administrative Agent notifies the Company at any time that the Outstanding
      Amount of all Revolving Loans and L/C Obligations issued pursuant to
      Section 2.03(a)(i) denominated in Alternative Currencies at such time
      exceeds an amount equal to 105% of the Alternative Currency Sublimit then
      in effect, then, within three Business Days after receipt of such notice,
      the Company shall prepay the Revolving Loans in an aggregate amount
      sufficient to reduce such Outstanding Amount as of such date of payment to
      an amount not to exceed 100% of the Alternative Currency Sublimit then in
      effect.

            (ii) Acquisition Facility Commitments. If for any reason the
      Outstanding Amount of the Acquisition Facility Letter of Credit at any
      time exceeds 102.5% of the Aggregate Acquisition Facility Commitments then
      in effect, the Company shall, subject to the provisions of Section
      2.03(g)(ii), immediately Cash Collateralize the Acquisition Facility
      Letter of Credit issued pursuant to Section 2.03(a)(ii) in an aggregate
      amount equal to the amount by which the Outstanding Amount of such
      Acquisition Facility Letter of Credit exceeds the Aggregate Acquisition
      Facility Commitments then in effect.

            (iii) Dispositions. To the extent the commitments under the Capital
      Markets Facility have been canceled and/or terminated and all obligations
      thereunder paid in full

                                       52
<PAGE>

      and any letters of credit issued pursuant thereto have been canceled,
      terminated or fully cash collateralized, the Company shall prepay the
      Loans and/or Cash Collateralize the L/C Obligations as hereafter provided
      in an aggregate amount equal to 100% of the Net Cash Proceeds of all
      Dispositions (other than Permitted Transfers) to the extent such Net Cash
      Proceeds are not reinvested in Eligible Assets within 360 days of the date
      of such Disposition (or the Company has not entered into a binding
      agreement to reinvest such Net Cash Proceeds with 360 days of the date of
      such Disposition, so long as such transaction is consummated with 180 days
      after the date of such binding agreement). Any prepayment pursuant to this
      clause (iii) shall be applied as set forth in clause (iv) below.

            (iv) Application of Mandatory Prepayments. All amounts required to
      be paid pursuant to this Section 2.05(b) shall be applied as follows:

                  (A) with respect to all amounts prepaid pursuant to Section
            2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line
            Loans, second, to the outstanding Revolving Loans, and, third, to
            Cash Collateralize the remaining L/C Obligations;

                  (B) with respect to all amounts prepaid pursuant to Section
            2.05(b)(ii), to Cash Collateralize the Acquisition Facility Letter
            of Credit; and

                  (C) with respect to all amounts prepaid pursuant to Section
            2.05(b)(iii), first, to Cash Collateralize the Acquisition Facility
            Letter of Credit (if any), second to the outstanding Acquisition
            Facility Loans (to be applied at the election of the Company (and if
            no such election is received, ratably to the remaining Principal
            Amortization Payments set forth in Section 2.07 below)), third,
            ratably to the L/C Borrowings (with respect to the Revolving
            Commitment) and the Swing Line Loans, fourth, to the outstanding
            Revolving Loans, and, fifth, to Cash Collateralize the remaining L/C
            Obligations (with respect to the Revolving Commitment); and

            Within the parameters of the applications set forth above,
            prepayments shall be applied first to Base Rate Loans and then to
            Eurocurrency Rate Loans in direct order of Interest Period
            maturities. All prepayments under this Section 2.05(b) shall be
            subject to Section 3.05, but otherwise without premium or penalty,
            and shall be accompanied by interest on the principal amount prepaid
            through the date of prepayment.

            (v) Eurocurrency Prepayment Account. If the Company is required to
      make a mandatory prepayment of Eurocurrency Rate Loans under this Section
      2.05(b), so long as no Event of Default exists, the Company shall have the
      right, in lieu of making such prepayment in full, to deposit an amount
      equal to such mandatory prepayment with the Administrative Agent in a cash
      collateral account maintained (pursuant to documentation reasonably
      satisfactory to the Administrative Agent) by and in the sole dominion and
      control of the Administrative Agent. Any amounts so deposited shall be
      held by the Administrative Agent as collateral for the prepayment of such
      Eurocurrency Rate Loans

                                       53
<PAGE>

      and shall be applied to the prepayment of the applicable Eurocurrency Rate
      Loans at the end of the current Interest Periods applicable thereto or,
      sooner, at the election of the Administrative Agent, upon the occurrence
      of an Event of Default. At the request of the Company, amounts so
      deposited shall be invested by the Administrative Agent in cash
      equivalents maturing on or prior to the date or dates on which it is
      anticipated that such amounts will be applied to prepay such Eurocurrency
      Rate Loans; any interest earned on such cash equivalents will be for the
      account of the Company and the Company will deposit with the
      Administrative Agent the amount of any loss on any such cash equivalents
      to the extent necessary in order that the amount of the prepayment to be
      made with the deposited amounts may not be reduced.

      2.06 TERMINATION OR REDUCTION OF AGGREGATE COMMITMENTS.

      (a) Optional Reductions.

            (i) Revolving Commitments. The Company may, upon notice to the
      Administrative Agent, terminate the Aggregate Revolving Commitments, or
      from time to time permanently reduce the Aggregate Revolving Commitments
      to an amount not less than the Outstanding Amount of Revolving Loans,
      Swing Line Loans and L/C Obligations issued pursuant to Section
      2.03(a)(i); provided that (1) any such notice shall be received by the
      Administrative Agent not later than 11:00 a.m. three Business Days (or
      five Business Days to the extent any Revolving Loans in one or more
      Alternative Currencies are outstanding as of such date) prior to the date
      of termination or reduction, (2) any such partial reduction shall be in an
      aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in
      excess thereof, and (3) if, after giving effect to any reduction of the
      Aggregate Revolving Commitments, the Alternative Currency Sublimit, the
      Letter of Credit Sublimit, the Designated Foreign Borrower Sublimit or the
      Swing Line Sublimit exceeds the amount of the Aggregate Revolving
      Commitments, such sublimit shall be automatically reduced by the amount of
      such excess. The Administrative Agent will promptly notify the Lenders of
      any such notice of termination or reduction of the Aggregate Revolving
      Commitments. The amount of any such Aggregate Revolving Commitment
      reduction shall not be applied to the Alternative Currency Sublimit or the
      Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise
      specified by the Company. Any reduction of the Aggregate Revolving
      Commitments shall be applied to the Revolving Commitment of each Lender
      according to its Applicable Percentage. All fees accrued with respect
      thereto until the effective date of any termination of the Aggregate
      Revolving Commitments shall be paid on the effective date of such
      termination.

            (ii) Acquisition Facility Commitments. The Company may, upon notice
      to the Administrative Agent, terminate the Aggregate Acquisition Facility
      Commitments, or from time to time permanently reduce the Aggregate
      Acquisition Facility Commitments to an amount not less than the
      Outstanding Amount of the Acquisition Facility Letter of Credit issued
      pursuant to Section 2.03(a)(ii) (if any); provided that (1) any such
      notice shall be received by the Administrative Agent not later than 11:00
      a.m. three Business Days prior to the date of termination or reduction,
      and (2) any such partial reduction shall

                                       54
<PAGE>

      be in an aggregate amount of $5,000,000 or any whole multiple of
      $1,000,000 in excess thereof. The Administrative Agent will promptly
      notify the Lenders of any such notice of termination or reduction of the
      Aggregate Acquisition Facility Commitments. Any reduction of the Aggregate
      Acquisition Facility Commitments shall be applied to the Acquisition
      Facility Commitment of each Lender according to its Applicable Percentage.
      All fees accrued with respect thereto until the effective date of any
      termination of the Aggregate Acquisition Facility Commitments shall be
      paid on the effective date of such termination.

      (b) Mandatory Reductions of Acquisition Facility Commitment.

            (i) During the Acquisition Facility Letter of Credit Availability
      Period, to the extent the commitments and any letters of credit issued
      under the Capital Markets Facility have been canceled and/or terminated
      and all obligations thereunder paid in full, the Aggregate Acquisition
      Facility Commitments shall be permanently reduced in an amount equal to
      the aggregate amount of the Net Cash Proceeds received by the Parent or
      any of its Subsidiaries from any Debt Issuance or Equity Issuance
      occurring on or before the Acquisition Facility Letter of Credit Issuance
      Date (such amount, the "Commitment Reduction"); provided, however,
      notwithstanding the forgoing, the Aggregate Acquisition Facility
      Commitments shall be reduced only to the extent that the Consolidated
      Leverage Ratio, on a Pro Forma Basis, as of the Acquisition Facility
      Letter of Credit Issuance Date is greater than 3.50 to 1.0, and then such
      Commitment Reduction shall only be to the extent of such excess.

            (ii) The Acquisition Facility Commitment of each Lender shall
      automatically be reduced and correspondingly terminate by the amount
      advanced by such Lender with respect to each Acquisition Facility Loan and
      the applicable remaining Acquisition Facility Commitment of each Lender,
      if any, shall automatically terminate in full upon the last day of the
      Acquisition Facility Loan Availability Period.

      2.07 REPAYMENT OF LOANS.

      (a) Revolving Loans. Each Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of all Revolving Loans outstanding
on such date.

      (b) Swing Line Loans. The Company shall repay each Swing Line Loan on the
earlier to occur of (i) the date ten (10) Business Days after such Swing Line
Loan is made and (ii) the Maturity Date.

      (c) Acquisition Facility Loan. The Company shall repay the outstanding
principal amount of all of the Acquisition Facility Loans outstanding as of the
end of the Acquisition Facility Loan Availability Period (or with respect to
payment dates occurring prior to the end of the Acquisition Facility Loan
Availability Period, such amount shall be calculated based on the aggregate of
all then outstanding Acquisition Facility Loans) in eighteen (18) consecutive
quarterly installments based on the below quarterly percentages and one (1)
installment on the Maturity Date in an amount equal to the aggregate of all
Acquisition Facility Loans outstanding

                                       55
<PAGE>

on such date; (as such installments may hereafter be adjusted as a result of
prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant
to Section 8.02:

<TABLE>
<CAPTION>
   PAYMENT DATES          PRINCIPAL AMORTIZATION PAYMENT
--------------------     ---------------------------------
<S>                      <C>
   March 31, 2007                      2.50%
   June 30, 2007                       2.50%
 September 30, 2007                    2.50%
 December 31, 2007                     2.50%
   March 31, 2008                      2.50%
   June 30, 2008                       2.50%
 September 30, 2008                    2.50%
 December 31, 2008                     2.50%
   March 31, 2009                      2.50%
   June 30, 2009                       2.50%
 September 30, 2009                    2.50%
 December 31, 2009                     2.50%
   March 31, 2010                      2.50%
   June 30, 2010                       2.50%
 September 30, 2010                    2.50%
 December 31, 2010                     2.50%
   March 31, 2011                      2.50%
   June 30, 2011                       2.50%
   Maturity Date         The aggregate principal amount of
                          all Acquisition Facility Loans
                             outstanding on such date
</TABLE>

      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Rate plus (in the case of a
Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the
United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate.

      (b) (i) If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest until paid
at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.

          (ii) If any amount (other than principal of any Loan) payable by any
      Borrower under any Loan Document is not paid when due (without regard to
      any applicable grace periods), whether at stated maturity, by acceleration
      or otherwise, then upon the request of the Required Lenders, such amount
      shall thereafter bear interest until paid at a

                                       56
<PAGE>
      fluctuating interest rate per annum at all times equal to the Default Rate
      to the fullest extent permitted by applicable Laws.

            (iii) Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon demand.

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09 FEES.

      In addition to certain fees described in subsections (i) and (j) of
Section 2.03:

            (a) Facility Fee- Revolving Facility. The Company shall pay to the
      Administrative Agent for the account of each Lender in accordance with its
      Applicable Percentage of its Revolving Commitment, a facility fee in
      Dollars equal to the applicable rate set forth under "Facility Fee" in the
      definition of Applicable Rate times the actual daily amount of the
      Aggregate Revolving Commitments (or, if the Aggregate Revolving
      Commitments have terminated, on the Outstanding Amount of all Revolving
      Loans, Swing Line Loans and L/C Obligations issued pursuant to Section
      2.03(a)(i)), regardless of usage. The facility fee shall accrue at all
      times during the Revolving Availability Period (and thereafter so long as
      any Revolving Loans, Swing Line Loans or L/C Obligations remain
      outstanding), including at any time during which one or more of the
      conditions in Article IV is not met, and shall be due and payable
      quarterly in arrears on the last Business Day of each March, June,
      September and December, commencing with the first such date to occur after
      the Closing Date, and on the last day of the Revolving Availability Period
      (and, if applicable, thereafter on demand). The facility fee shall be
      calculated quarterly in arrears, and if there is any change in the
      Applicable Rate during any quarter, the actual daily amount shall be
      computed and multiplied by the Applicable Rate separately for each period
      during such quarter that such Applicable Rate was in effect.

            (b) Unused Fee - Term Facility. The Company shall pay to the
      Administrative Agent for the account of each Lender in accordance with its
      Applicable Percentage of its Acquisition Facility Commitment, an unused
      fee in Dollars equal to the applicable rate set forth under "Facility Fee"
      in the definition of Applicable Rate times the actual daily amount of the
      Aggregate Acquisition Facility Commitments, as such may be reduced
      pursuant to Sections 2.06(a)(ii) or 2.06(b)(ii) from time to time. The
      unused fee shall accrue during the Unused Fee Period, and shall be due and
      payable quarterly in arrears on the last Business Day of each March, June,
      September and December, commencing with the first such date to occur
      during the Unused Fee Period, and on the last day of the Acquisition
      Facility Loan Availability Period (and, if applicable, thereafter on
      demand). The unused fee shall be calculated in arrears, and if there is
      any change in

                                       57
<PAGE>

      the Applicable Rate or the Aggregate Acquisition Facility Commitments
      during such period, the actual daily amount shall be computed and
      multiplied by the Applicable Rate separately for each portion of the
      applicable period that no change to the Applicable Rate or the Aggregate
      Acquisition Facility Commitments occurred.

            (c) Other Fees. The Company shall pay to the Arranger and the
      Administrative Agent for their own respective accounts fees in the amounts
      and at the times specified in the Fee Letters. Such fees shall be fully
      earned when paid and shall not be refundable for any reason whatsoever.

      2.10 COMPUTATION OF INTEREST AND FEES.

      All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of
interest in respect of Loans denominated in Alternative Currencies as to which
market practice differs from the foregoing, in accordance with such market
practice. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.13(a), bear
interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error.

      2.11 EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the
Borrowers and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrowers hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, such Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender's Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit

                                       58
<PAGE>

and Swing Line Loans. In the event of any conflict between the accounts and
records maintained by the Administrative Agent and the accounts and records of
any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.

      2.12 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

      (a) General. All payments to be made by the Borrowers shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent's Office in Dollars and in Same Day Funds not
later than 2:00 p.m. on the date specified herein. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be
made to the Administrative Agent, for the account of the respective Lenders to
which such payment is owed, at the applicable Administrative Agent's Office in
such Alternative Currency and in Same Day Funds not later than the Applicable
Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may
require that any payments due under this Agreement be made in the United States.
If, for any reason, any Borrower is prohibited by any Law from making any
required payment hereunder in an Alternative Currency, such Borrower shall make
such payment in Dollars in the Dollar Equivalent of the Alternative Currency
payment amount. The Administrative Agent will promptly distribute to each Lender
its Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent (i) after 2:00 p.m.,
in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. If any payment to be
made by any Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 and may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the applicable Borrower
severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon, for
each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to the Administrative Agent, at
(A) in the case of a payment to be made by such Lender, the Overnight

                                       59
<PAGE>

Rate, plus any administrative, processing or similar fees customarily charged by
the Administrative Agent in connection with the foregoing, and (B) in the case
of a payment to be made by such Borrower, the interest rate applicable to Base
Rate Loans. If such Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to such Borrower the amount of such interest paid by
such Borrower for such period. If such Lender pays its share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender's Loan included in such Borrowing. Any payment by such Borrower
shall be without prejudice to any claim such Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.

            (ii) Payments by Borrowers; Presumptions by Administrative Agent.
      Unless the Administrative Agent shall have received notice from a Borrower
      prior to the date on which any payment is due to the Administrative Agent
      for the account of the Lenders or the L/C Issuer hereunder that such
      Borrower will not make such payment, the Administrative Agent may assume
      that such Borrower has made such payment on such date in accordance
      herewith and may, in reliance upon such assumption, distribute to the
      Lenders or the L/C Issuer, as the case may be, the amount due. In such
      event, if such Borrower has not in fact made such payment, then each of
      the Lenders or the L/C Issuer, as the case may be, severally agrees to
      repay to the Administrative Agent forthwith on demand the amount so
      distributed to such Lender or the L/C Issuer, in immediately available
      funds with interest thereon, for each day from and including the date such
      amount is distributed to it to but excluding the date of payment to the
      Administrative Agent, at the Overnight Rate.

            A notice of the Administrative Agent to any Lender or Borrower with
      respect to any amount owing under this subsection (b) shall be conclusive,
      absent manifest error.

      (c) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender as
provided in the foregoing provisions of this Article II, and such funds are not
made available to such Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

      (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 10.04(c) are several and not
joint. The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 10.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan, to purchase its participation or to make its
payment under Section 10.04(c).

      (e) Funding Source. Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any

                                       60
<PAGE>

Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

      2.13 SHARING OF PAYMENTS BY LENDERS.

      If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Loans made by it, or the participations in L/C Obligations or in Swing Line
Loans held by it resulting in such Lender's receiving payment of a proportion of
the aggregate amount of such Loans or participations and accrued interest
thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in
the Loans and subparticipations in L/C Obligations and Swing Line Loans of the
other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:

            (i) if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or subparticipations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest;
      and

            (ii) the provisions of this Section shall not be construed to apply
      to (x) any payment made by a Borrower pursuant to and in accordance with
      the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Loans or subparticipations in L/C Obligations or Swing Line
      Loans to any assignee or participant, other than to the Company or any
      Subsidiary thereof (as to which the provisions of this Section shall
      apply).

      Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

      2.14 DESIGNATED FOREIGN BORROWERS.

      (a) The Company may at any time, upon not less than 15 Business Days'
notice from the Company to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), designate any
of its Foreign Subsidiaries (an "Applicant Borrower") as a Designated Foreign
Borrower to receive Revolving Loans hereunder by delivering to the
Administrative Agent (which shall promptly deliver counterparts thereof to each
Lender) a duly executed notice and agreement in substantially the form of
Exhibit 2.14(a) (a "Designated Foreign Borrower Request and Assumption
Agreement"). The parties hereto acknowledge and agree that prior to any
Applicant Borrower becoming entitled to utilize the

                                       61
<PAGE>

revolving credit facility provided for herein the Administrative Agent and the
Lenders shall have received such supporting resolutions, incumbency
certificates, opinions of counsel and other documents or information, in form,
content and scope reasonably satisfactory to the Administrative Agent, as may be
required by the Administrative Agent or the Required Lenders in their sole
discretion, and Notes signed by such new Borrowers to the extent any Lenders so
require. If the Administrative Agent and the Required Lenders agree that an
Applicant Borrower shall be entitled to receive Revolving Loans hereunder, then
promptly following receipt of all such requested resolutions, incumbency
certificates, opinions of counsel and other documents or information, the
Administrative Agent shall send a notice in substantially the form of Exhibit
2.14(b) (a "Designated Foreign Borrower Notice") to the Company and the Lenders
specifying the effective date upon which the Applicant Borrower shall constitute
a Designated Foreign Borrower for purposes hereof, whereupon each of the Lenders
agrees to permit such Designated Foreign Borrower to receive Revolving Loans
hereunder, on the terms and conditions set forth herein, and each of the parties
agrees that such Designated Foreign Borrower otherwise shall be a Borrower for
all purposes of this Agreement; provided that no Loan Notice or Letter of Credit
Application may be submitted by or on behalf of such Designated Foreign Borrower
until the date three Business Days after such effective date.

      (b) Each Subsidiary of the Company that becomes a "Designated Foreign
Borrower" pursuant to this Section 2.14 hereby irrevocably appoints the Company
as its agent for all purposes relevant to this Agreement and each of the other
Loan Documents, including (i) the giving and receipt of notices, (ii) the
execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii) the receipt of the
proceeds of any Revolving Loans made by the Lenders, to any such Designated
Foreign Borrower hereunder. Any acknowledgment, consent, direction,
certification or other action which might otherwise be valid or effective only
if given or taken by all Borrowers, or by each Borrower acting singly, shall be
valid and effective if given or taken only by the Company, whether or not any
such other Borrower joins therein. Any notice, demand, consent, acknowledgement,
direction, certification or other communication delivered to the Company in
accordance with the terms of this Agreement shall be deemed to have been
delivered to each Designated Foreign Borrower.

      (c) The Company may from time to time, upon not less than 15 Business
Days' notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion),
terminate a Designated Foreign Borrower's status as such, provided that there
are no outstanding Revolving Loans payable by such Designated Foreign Borrower,
or other amounts payable by such Designated Foreign Borrower on account of any
Revolving Loans made to it, as of the effective date of such termination. The
Administrative Agent will promptly notify the Lenders of any such termination of
a Designated Foreign Borrower's status.

      (d) Notwithstanding anything to the contrary contained herein, the
obligations of the Designated Foreign Borrowers under this Agreement and the
other Loan Documents shall be several, and not joint, in nature (except as
provided in Article XI) and shall be limited to the Foreign Obligations,
provided that the Designated Foreign Borrowers expressly waive any requirement
that the Administrative Agent or any holder of the Foreign Obligations, or any
of

                                       62
<PAGE>

their officers, agents or representatives, exhaust any right, power or remedy or
first proceed under any of the Loan Documents or against any other Loan Party,
any other Person or any collateral with respect to the Foreign Obligations.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the respective Borrowers hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if the applicable
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (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)
the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Borrower shall make such deductions and (iii) such Borrower shall
timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

      (b) Payment of Other Taxes by the Borrowers. Without limiting the
provisions of subsection (a) above, each Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

      (c) Indemnification by the Borrowers. Each Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, in connection with a
Loan Document and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to a Borrower by a Lender or the L/C Issuer (with a copy to
the Administrative Agent), or by the Administrative Agent on its own behalf or
on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest
error.

      (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority,
such Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

      (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
a Borrower is resident for

                                       63
<PAGE>

tax purposes, or pursuant to any treaty to which such jurisdiction is a party,
with respect to payments hereunder or under any other Loan Document shall
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Company or the
Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if
requested by the Company or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the
Company or the Administrative Agent as will enable the Company or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

      Without limiting the generality of the foregoing, in the event that a
Borrower is a resident for tax purposes in the United States, any Foreign Lender
shall deliver to the Company and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Company or the Administrative Agent, but only
if such Foreign Lender is legally entitled to do so), whichever of the following
is applicable:

            (i) duly completed copies of Internal Revenue Service Form W-8BEN
      (or any subsequent versions thereof or successors thereto) claiming
      eligibility for benefits of an income tax treaty to which the United
      States is a party,

            (ii) duly completed copies of Internal Revenue Service Form W-8ECI
      (or any subsequent versions thereof or successors thereto),

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under section 881(c) of the Code, (x) a
      certificate to the effect that such Foreign Lender is not (A) a "bank"
      within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
      shareholder" of the applicable Borrower within the meaning of section
      881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
      described in section 881(c)(3)(C) of the Code and (y) duly completed
      copies of Internal Revenue Service Form W-8BEN (or any subsequent versions
      thereof or successors thereto), or

            (iv) any other form prescribed by applicable law as a basis for
      claiming exemption from or a reduction in United States Federal
      withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable law to permit the Company
      to determine the withholding or deduction required to be made.

      Without limiting the obligations of the Lenders set forth above regarding
delivery of certain forms and documents to establish each Lender's status for
U.S. withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Company, as the Administrative Agent or the Company
shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such other documents and forms required by any relevant
taxing authorities under the Laws of any other jurisdiction, duly executed and
completed by such Lender, as are required under such Laws to confirm such
Lender's entitlement to any available exemption from, or reduction of,
applicable withholding taxes in respect of all

                                       64
<PAGE>

payments to be made to such Lender outside of the U.S. by the Borrowers pursuant
to this Agreement or otherwise to establish such Lender's status for withholding
tax purposes in such other jurisdiction. Each Lender shall promptly (i) notify
the Administrative Agent of any change in circumstances which would modify or
render invalid any such claimed exemption or reduction, and (ii) take such steps
as shall not be materially disadvantageous to it, in the reasonable judgment of
such Lender, and as may be reasonably necessary (including the re-designation of
its Lending Office) to avoid any requirement of applicable Laws of any such
jurisdiction that any Borrower make any deduction or withholding for taxes from
amounts payable to such Lender. Additionally, each of the Borrowers shall
promptly deliver to the Administrative Agent or any Lender, as the
Administrative Agent or such Lender shall reasonably request, on or prior to the
Closing Date, and in a timely fashion thereafter, such documents and forms
required by any relevant taxing authorities under the Laws of any jurisdiction,
duly executed and completed by such Borrower, as are required to be furnished by
such Lender or the Administrative Agent under such Laws in connection with any
payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or
otherwise in connection with the Loan Documents, with respect to such
jurisdiction.

      (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender
or the L/C Issuer receives a refund of any Taxes or Other Taxes as to which it
has been indemnified by any Borrower or with respect to which any Borrower has
paid additional amounts pursuant to this Section, it shall pay to such Borrower
an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by such Borrower under this Section with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund), provided
that each Borrower, upon the request of the Administrative Agent, such Lender or
the L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent, any Lender or the L/C Issuer to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to any Borrower or any other Person.

      3.02 ILLEGALITY.

      If, after the date hereof, any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative
Currency), or to determine or charge interest rates based upon the Eurocurrency
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars or
any Alternative Currency in the applicable interbank market, then, on notice
thereof by such Lender to the Company through the Administrative Agent, any
obligation of such Lender to make or continue Eurocurrency Rate Loans in the
affected currency or currencies or, in the case of Eurocurrency Rate Loans in
Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be

                                       65
<PAGE>

suspended until such Lender notifies the Administrative Agent and the Company
that the circumstances giving rise to such determination no longer exist. Upon
receipt of such written notice, the Borrowers shall, upon written demand from
such Lender (with a copy to the Administrative Agent), prepay or, if applicable
and such Loans are denominated in Dollars, convert all such Eurocurrency Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such
prepayment or conversion, the Borrowers shall also pay accrued interest on the
amount so prepaid or converted.

      3.03 INABILITY TO DETERMINE RATES.

      If after the date hereof the Required Lenders determine that for any
reason in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (a) deposits (whether in Dollars or
an Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate
for any requested Interest Period with respect to a proposed Eurocurrency Rate
Loan does not adequately and fairly reflect the cost to such Lenders of funding
such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify
the Company and each Lender. Thereafter, the obligation of the Lenders to make
or maintain Eurocurrency Rate Loans in the affected currency or currencies shall
be suspended until the Administrative Agent (upon the instruction of the
Required Lenders) revokes such notice. Upon receipt of such notice, the Company
may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurocurrency Rate Loans in the affected currency or currencies or, failing
that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

      3.04 INCREASED COSTS; RESERVES ON EUROCURRENCY RATE LOANS.

      (a) Increased Costs Generally. If, after the date hereof,:

            (i) Any Change in Law shall impose, modify or deem applicable any
      reserve, special deposit, compulsory loan, insurance charge or similar
      requirement against assets of, deposits with or for the account of, or
      credit extended or participated in by, any Lender (except (A) any reserve
      requirement reflected in the Eurocurrency Rate and (B) the requirements of
      the Bank of England and the Financial Services Authority or the European
      Central Bank reflected in the Mandatory Cost, other than as set forth
      below) or the L/C Issuer;

            (ii) Any Change in Law shall subject any Lender or the L/C Issuer to
      any tax of any kind whatsoever with respect to this Agreement, any Letter
      of Credit, any participation in a Letter of Credit or any Eurocurrency
      Loan made by it, or change the basis of taxation of payments to such
      Lender or the L/C Issuer in respect thereof (except

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      for Indemnified Taxes or Other Taxes covered by Section 3.01 and the
      imposition of, or any change in the rate of, any Excluded Tax payable by
      such Lender or the L/C Issuer);

            (iii) the Mandatory Cost, as calculated hereunder, does not
      represent the cost to any Lender of complying with the requirements of the
      Bank of England and/or the Financial Services Authority or the European
      Central Bank in relation to its making, funding or maintaining
      Eurocurrency Rate Loans; or

            (iv) Any Change in Law shall impose on any Lender or the L/C Issuer
      or the London interbank market any other condition, cost or expense
      affecting this Agreement or Eurocurrency Loans made by such Lender or any
      Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Company will
pay (or cause the applicable Designated Foreign Borrower to pay) to such Lender
or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

      (b) Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender's or the L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Company will pay (or cause the applicable Designated Foreign Borrower to pay) to
such Lender or the L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or the L/C Issuer or such Lender's or the
L/C Issuer's holding company for any such reduction suffered.

      (c) Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or the L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section shall be required to be delivered to the
Company as a condition to the obligations of the Company under such subsections,
shall set forth a calculation by a senior officer of such Lender or the L/C
Issuer in reasonable detail and shall be conclusive absent manifest error. The
Company shall pay (or

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cause the applicable Designated Foreign Borrower to pay) such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

      (d) Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that no Borrower shall be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
six months prior to the date that such Lender or the L/C Issuer, as the case may
be, notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the six-month period referred
to above shall be extended to include the period of retroactive effect thereof).

      (e) Reserves on Eurocurrency Rate Loans. The Company shall pay (or cause
the applicable Designated Foreign Borrower to pay) to each Lender, as long as
such Lender shall be required to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency funds or deposits (currently
known as "Eurocurrency liabilities"), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive absent manifest
error), which shall be due and payable on each date on which interest is payable
on such Loan, provided the Company shall have received at least 10 days' prior
notice (with a copy to the Administrative Agent) of such additional interest
from such Lender. If a Lender fails to give notice 10 days prior to the relevant
Interest Payment Date, such additional interest shall be due and payable 10 days
from receipt of such notice.

      3.05 COMPENSATION FOR LOSSES.

      Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Company shall promptly compensate (or cause the applicable
Designated Foreign Borrower to compensate) such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:

            (a) any continuation, conversion, payment or prepayment of any Loan
      other than a Base Rate Loan on a day other than the last day of the
      Interest Period for such Loan (whether voluntary, mandatory, automatic, by
      reason of acceleration, or otherwise);

            (b) any failure by any Borrower (for a reason other than the failure
      of such Lender to make a Loan) to prepay, borrow, continue or convert any
      Loan other than a Base Rate Loan on the date or in the amount notified by
      the Company or the applicable Designated Foreign Borrower;

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            (c) any failure by any Borrower to make payment of any Loan or
      drawing under any Letter of Credit (or interest due thereon) denominated
      in an Alternative Currency on its scheduled due date or any payment
      thereof in a different currency; or

            (d) any assignment of a Eurocurrency Rate Loan on a day other than
      the last day of the Interest Period therefor, but only as a result of a
      request by the Company pursuant to Section 10.13;

      including any loss or expense arising from the liquidation or reemployment
      of funds obtained by it to maintain such Loan or from fees payable to
      terminate the deposits from which such funds were obtained (but excluding
      any loss of the Applicable Rate for Eurocurrency Rate Loans). The Company
      shall also pay (or cause the applicable Designated Foreign Borrower to
      pay) any customary administrative fees charged by such Lender in
      connection with the foregoing.

      For purposes of calculating amounts payable by the Company (or the
applicable Designated Foreign Borrower) to the Lenders under this Section 3.05,
each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by
it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for
such Loan by a matching deposit or other borrowing in the offshore interbank
market for such currency for a comparable amount and for a comparable period,
whether or not such Eurocurrency Rate Loan was in fact so funded.

      3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Company hereby agrees to pay (or to cause
the applicable Designated Foreign Borrower to pay) all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

      (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Company may replace such Lender in accordance with Section
10.13.

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      3.07 SURVIVAL.

      All of the Borrowers' obligations under this Article III shall survive
termination of the Commitments and repayment of all other Obligations hereunder.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CLOSING CONDITIONS.

      The obligation of the Lenders to enter into this Credit Agreement is
subject to satisfaction of the following conditions precedent:

            (a) The Administrative Agent's receipt of the following, each of
      which shall be originals, telecopies or copies in portable document format
      sent through electronic mail (followed promptly by originals unless
      otherwise agreed to by the Administrative Agent) unless otherwise
      specified, each properly executed by a Responsible Officer of the signing
      Loan Party, each dated the Closing Date (or, in the case of certificates
      of governmental officials, a recent date before the Closing Date) and each
      in form and substance reasonably satisfactory to the Administrative Agent
      and each of the Lenders:

                  (i) executed counterparts of this Agreement;

                  (ii) a Note executed by the Borrowers in favor of each Lender
            that has requested a Note at least two days prior to the Closing
            Date;

                  (iii) such certificates of resolutions or other action,
            incumbency certificates and/or other certificates of Responsible
            Officers of each Loan Party as the Administrative Agent may
            reasonably require evidencing the identity, authority and capacity
            of each Responsible Officer thereof authorized to act as a
            Responsible Officer in connection with this Agreement and the other
            Loan Documents to which such Loan Party is a party;

                  (iv) such documents and certifications as the Administrative
            Agent may reasonably require to evidence that each Loan Party is
            duly organized or formed, and that the Company and each Guarantor is
            validly existing, in good standing and qualified to engage in
            business in each jurisdiction where its ownership, lease or
            operation of properties or the conduct of its business requires such
            qualification, except to the extent that failure to do so would not
            reasonably be expected to have a Material Adverse Effect;

                  (v) a favorable opinion of Simpson, Thacher & Bartlett LLP,
            counsel to the Loan Parties, addressed to the Administrative Agent
            and each Lender on the Closing Date, in a form reasonably acceptable
            to the Administrative Agent; and

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                  (vi) evidence that the Existing Credit Agreement has been or
            concurrently with the Closing Date is being terminated.

            (b) Any fees required to be paid on or before the Closing Date shall
      have been paid.

            (c) Unless waived by the Administrative Agent, the Company shall
      have paid all reasonable fees, charges and disbursements of legal counsel
      to the Administrative Agent to the extent invoiced at least one Business
      Day prior to the Closing Date, plus such additional invoiced amounts of
      such fees, charges and disbursements as shall constitute its reasonable
      estimate of such fees, charges and disbursements incurred or to be
      incurred by it through the closing proceedings (provided that such
      estimate shall not thereafter preclude a final settling of accounts
      between the Company and the Administrative Agent).

            (d) [Reserved].

            (e) The Closing Date shall have occurred on or before December 31,
      2006.

      Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or reasonably
acceptable or reasonably satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.

      4.02 CONDITIONS TO ALL REVOLVING CREDIT EXTENSIONS.

      The obligation of each Lender to honor any Request for Revolving Credit
Extension (other than a Loan Notice requesting only a conversion of Revolving
Loans to the other Type, or a continuation of Eurocurrency Rate Loans),
including the obligation of the L/C Issuer to issue a Letter of Credit pursuant
to Section 2.03(a)(i) and each Lender to make its initial Revolving Credit
Extension hereunder is subject to the following conditions precedent:

            (a) The representations and warranties of the Borrowers and each
      other Loan Party contained in Article V or any other Loan Document, or
      which are contained in any document furnished at any time under or in
      connection herewith or therewith shall be true and correct in all material
      respects on and as of the date of such Revolving Credit Extension as if
      made on and as of such date (except to the extent such representations and
      warranties expressly relate to another date in which case such
      representations and warranties shall be true and correct in all material
      respects as of such date.

            (b) No Default shall exist, or would result from such proposed
      Revolving Credit Extension or from the application of the proceeds
      thereof.

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            (c) The Administrative Agent and, if applicable, the L/C Issuer or
      the Swing Line Lender shall have received a Request for Revolving Credit
      Extension in accordance with the requirements hereof.

            (d) If the applicable Borrower is a Designated Foreign Borrower,
      then the conditions of Section 2.14 to the designation of such Borrower as
      a Designated Foreign Borrower shall have been met to the satisfaction of
      the Administrative Agent.

            (e) In the case of a Revolving Credit Extension to be denominated in
      an Alternative Currency, there shall not have occurred any change in
      national or international financial, political or economic conditions or
      currency exchange rates or exchange controls which in the reasonable
      opinion of the Administrative Agent, the Required Lenders (in the case of
      any Loans to be denominated in an Alternative Currency) or the L/C Issuer
      (in the case of any Letter of Credit to be denominated in an Alternative
      Currency) in consultation with the Company would make it impracticable for
      such Revolving Credit Extension to be denominated in the relevant
      Alternative Currency.

      Each Request for Revolving Credit Extension (other than a Loan Notice
requesting only a conversion of Revolving Loans to the other Type or a
continuation of Eurocurrency Rate Loans) submitted by the Company shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Revolving Credit Extension.

      4.03 CONDITIONS TO ISSUANCE OF ACQUISITION LETTER OF CREDIT.

      The obligation of the L/C Issuer to honor any request to issue the
Acquisition Facility Letter of Credit pursuant to Section 2.03(a)(ii) hereunder
is subject to the following conditions precedent:

            (a) The Administrative Agent shall have received satisfactory
      confirmation that no Target Bankruptcy Event shall have occurred.

            (b) The Administrative Agent and the L/C Issuer shall have received
      a Letter of Credit Application in accordance with Section 2.03 during the
      Acquisition Facility Letter of Credit Availability Period.

      4.04 CONDITIONS TO EXTENSION OF INITIAL ACQUISITION FACILITY LOAN.

      The obligation of each Lender to honor any Request for the initial
Acquisition Facility Credit Extension (other than a Loan Notice requesting only
a conversion of Acquisition Facility Loans to the other Type, or a continuation
of Eurocurrency Rate Loans), is subject to the following conditions precedent:

            (a) Receipt by the Administrative Agent of notice from (i) the CDA
      of a calculation of the purchase price for the Tendered Shares
      demonstrating that such shares, together with shares of "Park Place"
      already owned by the Parent or the Company, give

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      voting rights of more than 50% of total votes in the general assembly of
      "Park Place" (plus any ancillary costs related to such tender) or (ii)
      notice from the Company that Barr Europe has agreed to waive the 50% plus
      one share requirement in the Acquisition Offer; provided, however, with
      respect to clause (ii) above, to the extent that the Parent or any of its
      Subsidiaries has entered into a contract or agreement to purchase the
      shares of "Park Place" owned directly or indirectly by (A) Actavis Group
      hf and (B) the government of the Republic of Croatia (Vlada Republike
      Hrvatske), the aggregate amount of such shares plus the Tendered Shares
      shall equal more than 50% of total votes in the general assembly of "Park
      Place".

            (b) Receipt by the Administrative Agent of satisfactory confirmation
      that no Target Bankruptcy Event shall have occurred.

            (c) To the extent that the Acquisition Facility Letter of Credit has
      been issued, receipt by the Administrative Agent of satisfactory evidence
      that such Acquisition Facility Letter of Credit has expired, has been
      cancelled or will be cancelled promptly following the funding of the
      Acquisition Facility Loan in accordance with such funding procedures
      acceptable to the Guarantor Bank and the L/C Issuer in their sole
      discretion.

            (d) Receipt by the Administrative Agent of a Request for Acquisition
      Facility Credit Extension in accordance with the requirements hereof and
      within the Acquisition Facility Loan Availability Period.

      4.05 CONDITIONS TO EXTENSION OF EACH ACQUISITION FACILITY LOAN AFTER THE
INITIAL ACQUISITION FACILITY LOAN FUNDING DATE.

      The obligation of each Lender to honor any Request for an Acquisition
Facility Credit Extension other than the Acquisition Facility Loan made on the
Initial Acquisition Facility Loan Funding Date, if any (other than a Loan Notice
requesting only a conversion of Acquisition Facility Loans to the other Type, or
a continuation of Eurocurrency Rate Loans), is subject to the following
conditions precedent:

            (a) The Initial Acquisition Facility Loan Funding Date shall have
      occurred;

            (b) No Acquisition Facility Letter of Credit remains outstanding;

            (c) No more than two Acquisition Facility Loans shall have been made
      prior to the requested Acquisition Facility Loan and the Total Acquisition
      Facility Outstandings after giving effect to such Borrowing shall not
      exceed the then applicable Aggregate Acquisition Facility Commitments.

            (d) The representations and warranties of the Borrowers and each
      other Loan Party contained in Article V or any other Loan Document, or
      which are contained in any document furnished at any time under or in
      connection herewith or therewith shall be true and correct in all material
      respects on and as of the date of such Acquisition Facility Credit
      Extension as if made on and as of such date (except to the extent such

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      representations and warranties expressly relate to another date in which
      case such representations and warranties shall be true and correct in all
      material respects as of such date.

            (e) No Default shall exist, or would result from such proposed
      Acquisition Facility Credit Extension or from the application of the
      proceeds thereof.

            (f) The Administrative Agent shall have received a Request for
      Acquisition Facility Credit Extension from the Company in accordance with
      the requirements hereof and within the Acquisition Facility Loan
      Availability Period.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

      Each Loan Party represents and warrants to the Administrative Agent and
the Lenders that:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

      Each Loan Party and each Subsidiary thereof (a) is duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite power and authority
and all requisite governmental licenses, authorizations, consents and approvals
to (i) own its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party and (c)
is duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license; except in the
case referred to in clause (a) above with respect to Immaterial Subsidiaries
only and in each case referred to in clause (b)(i) or (c), to the extent that
failure to do so would not reasonably be expected to have a Material Adverse
Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION.

      The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, or require any payment to be made under (i) any material
Contractual Obligation to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries or (ii) any material
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject; or (c) violate any
material Law applicable to such Loan Party or its properties. Each Loan Party
and each Subsidiary thereof is in compliance with all Contractual Obligations
referred to in clause (b)(i), except to the extent that failure to do so would
not reasonably be expected to have a Material Adverse Effect.

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      5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.

      No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document, except (i) such an approval, consent, exemption, authorization, or
other action by, or notice to, or filing with a Person other than a Governmental
Authority the absence of which would not reasonably be expected to have a
Material Adverse Effect, (ii) such approvals, consents, exceptions,
authorizations, other actions or notices or filings as have been obtained, taken
or made, as applicable and are in full force and effect and (iii) filings with
the Securities and Exchange Commission.

      5.04 BINDING EFFECT.

      This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms subject to Debtor Relief Laws and general principles of equity
(whether considered in a proceeding in equity or law) and an implied covenant of
good faith and fair dealing.

      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Parent and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Parent and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness.

      (b) Since the date of the Audited Financial Statements, there has been no
event or circumstance, either individually or in the aggregate, that has had or
would reasonably be expected to have a Material Adverse Effect.

      5.06 LITIGATION.

      There are no actions, suits, proceedings, claims or disputes pending or,
to the knowledge of any Responsible Officer of the Parent or the Company,
threatened, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Parent or any of its Subsidiaries or against any of
their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) either individually or in the aggregate would reasonably be
expected to have a Material Adverse Effect.

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      5.07 NO DEFAULT.

      Neither the Parent nor any Subsidiary is in default under or with respect
to any Contractual Obligation in a manner that would, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

      5.08 OWNERSHIP OF PROPERTY; LIENS.

      Each of the Parent, the Company and each of its Subsidiaries has good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of its business,
except for such defects in title as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The property of the
Parent and its Subsidiaries is subject to no Liens, other than Liens permitted
by Section 7.01.

      5.09 ENVIRONMENTAL COMPLIANCE.

      Each of the Parent and the Company has reasonably concluded, with respect
to the businesses, operations and properties of the Parent, the Company and
their respective Subsidiaries that the effect of existing Environmental Laws and
claims alleging potential liability or responsibility for violation of any
Environmental Law would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

      5.10 TAXES.

      Each of the Parent, the Company and its Subsidiaries have filed (i) all
Federal and state income tax returns and (ii) all other material Federal, state
and other tax returns and reports required to be filed, and have paid all
material Federal, state and other taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. To the knowledge of any
Responsible Officer of the Parent or the Company, there is no proposed tax
assessment against the Parent, the Company or any Subsidiary that would, if
made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary
thereof is party to any tax sharing agreement with any Person that is not a
Subsidiary.

      5.11 ERISA COMPLIANCE.

      (a) Each Plan is in compliance with the applicable provisions of ERISA,
the Code and other Federal or state Laws, except where the failure to comply
with such provisions would not reasonably be expected to have a Material Adverse
Effect. Each Plan that is intended to qualify under Section 401(a) of the Code
has received a favorable determination letter from the IRS or an application for
such a letter is either currently being processed by the IRS with respect
thereto or will be timely filed within applicable deadlines, and, to the best
knowledge of the

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Company, nothing has occurred which would prevent, or cause the loss of, such
qualification, except where the failure to qualify would not reasonably be
expected to have a Material Adverse Effect. The Company and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the
Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan except for those that would not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

      (b) There are no pending or, to the best knowledge of the Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that would reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
would reasonably be expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event that, either individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect has occurred or
is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension
Liability that, either individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect; (iii) neither the Company nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA) that, either individually or
in the aggregate, would reasonably be expected to have a Material Adverse
Effect; (iv) neither the Company nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan that, either individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect; and (v) neither the Company nor any ERISA
Affiliate has engaged in a transaction that would be subject to Sections 4069 or
4212(c) of ERISA that, either individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.

      5.12 SUBSIDIARIES.

      The Domestic Subsidiaries and Foreign Subsidiaries of the Parent and the
Company and their respective jurisdictions of incorporation on the Closing Date
shall be as set forth on Schedule 5.12. The exact legal name of each Loan Party
as of the Closing Date is as set forth on the signature pages hereto.

      5.13 MARGIN REGULATIONS; INVESTMENT COMPANY ACT.

      No Loan Party is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.

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      5.14 DISCLOSURE.

      No report, financial statement, certificate or other information furnished
(whether in writing or orally) by a Responsible Officer on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement,
hereunder or under any other Loan Document (in each case, as modified or
supplemented by other information so furnished or made available publicly)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected financial information, the Parent represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time (it being understood that the projected financial
information is subject to significant uncertainties and contingencies, many of
which are beyond the Parent's control, and that no assurance can be given that
any projections will be realized).

      5.15 COMPLIANCE WITH LAWS.

      Each of the Parent, the Company and its Subsidiaries is in compliance in
all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.

      5.16 INTELLECTUAL PROPERTY; LICENSES, ETC.

      Each of the Parent, the Company and its Subsidiaries own, or possess the
right to use, all of the trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property
rights (collectively, "IP Rights") that are reasonably necessary for the
operation of their respective businesses, except as would not reasonably be
expected to have a Material Adverse Effect.

      5.17 REPRESENTATIONS AS TO FOREIGN OBLIGORS.

      Each of the Company and each Foreign Obligor represents and warrants to
the Administrative Agent and the Lenders that:

            (a) Such Foreign Obligor is subject to civil and commercial Laws
      with respect to its obligations under this Agreement and the other Loan
      Documents to which it is a party (collectively as to such Foreign Obligor,
      the "Applicable Foreign Obligor Documents"), and the execution, delivery
      and performance by such Foreign Obligor of the Applicable Foreign Obligor
      Documents constitute and will constitute private and commercial acts and
      not public or governmental acts. Neither such Foreign Obligor nor any of
      its property has any immunity from jurisdiction of any court or from any
      legal process (whether through service or notice, attachment prior to
      judgment, attachment in aid of execution, execution or otherwise) under
      the laws of the jurisdiction in which such

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      Foreign Obligor is organized and existing in respect of its obligations
      under the Applicable Foreign Obligor Documents.

            (b) The Applicable Foreign Obligor Documents are in proper legal
      form under the Laws of the jurisdiction in which such Foreign Obligor is
      organized and existing for the enforcement thereof against such Foreign
      Obligor under the Laws of such jurisdiction, and to ensure the legality,
      validity, enforceability, priority or admissibility in evidence of the
      Applicable Foreign Obligor Documents. It is not necessary to ensure the
      legality, validity, enforceability, priority or admissibility in evidence
      of the Applicable Foreign Obligor Documents that the Applicable Foreign
      Obligor Documents be filed, registered or recorded with, or executed or
      notarized before, any court or other authority in the jurisdiction in
      which such Foreign Obligor is organized and existing or that any
      registration charge or stamp or similar tax be paid on or in respect of
      the Applicable Foreign Obligor Documents or any other document, except for
      (i) any such filing, registration, recording, execution or notarization as
      has been made or is not required to be made until the Applicable Foreign
      Obligor Document or any other document is sought to be enforced and (ii)
      any charge or tax as has been timely paid.

            (c) The execution, delivery and performance of the Applicable
      Foreign Obligor Documents executed by such Foreign Obligor are, under
      applicable foreign exchange control regulations of the jurisdiction in
      which such Foreign Obligor is organized and existing, not subject to any
      notification or authorization except (i) such as have been made or
      obtained or (ii) such as cannot be made or obtained until a later date
      (provided that any notification or authorization described in clause (ii)
      shall be made or obtained as soon as is reasonably practicable).

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Loan Parties shall and shall cause their
Subsidiaries to (except that the covenants set forth in Sections 6.01, 6.02, and
6.03 shall not apply to the Subsidiaries):

      6.01 FINANCIAL STATEMENTS.

      Deliver to the Administrative Agent:

      (a) as soon as available, but in any event within 90 days (or within five
days of such other time period required by the SEC) after the end of each fiscal
year of the Parent (commencing with the fiscal year ended June 30, 2006), a
consolidated balance sheet of the Parent and its Subsidiaries as at the end of
such fiscal year, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail and prepared in accordance with GAAP, audited and
accompanied by a report

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and opinion of an independent certified public accountant of nationally
recognized standing reasonably acceptable to the Required Lenders, which report
and opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any "going concern" or like qualification,
assumption or exception or any qualification, assumption or exception as to the
scope of such audit; and

      (b) as soon as available, but in any event within 45 days (or within five
days of such other time period required by the SEC) after the end of each of the
first three fiscal quarters of each fiscal year of the Parent (commencing with
the fiscal quarter ended September 30, 2006), a consolidated balance sheet of
the Parent and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal quarter and for the portion of the Parent's
fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail,
certified by a Responsible Officer of the Parent as fairly presenting the
financial condition, results of operations, shareholders' equity and cash flows
of the Parent and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.

      The Parent shall not be separately required to furnish information under
clause (a) or (b) above that has previously been furnished pursuant to Section
6.02(d).

      6.02 CERTIFICATES; OTHER INFORMATION.

      Deliver to the Administrative Agent:

      (a) concurrently with the delivery of the financial statements referred to
in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth herein or, if any such Default shall exist,
stating the nature and status of such Default (which certificate may be limited
to the extent required by accounting rules or guidelines);

      (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b) (commencing with the delivery of the financial
statements for the fiscal quarter ended September 30, 2006), a duly completed
Compliance Certificate signed by a Responsible Officer of the Company, setting
forth in the form of the Compliance Certificate, the computation of the
financial covenants in Section 7.10 as of the last day of the fiscal quarter
most recently ended;

      (c) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Parent generally, and copies of all annual, regular,
periodic and special reports and registration statements which the Parent may
file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto; and

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      (d) promptly, such additional information regarding the business,
financial or corporate affairs of the Parent or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
through the Administrative Agent may from time to time reasonably request.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Parent posts such documents, or provides a link thereto on the Parent's website
on the Internet at the website address listed on Schedule 10.02; or (ii) on
which such documents are posted on the Parent's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or sponsored by the
Administrative Agent); provided that the Parent shall notify the Administrative
Agent (by telecopier or electronic mail) of the posting of any such documents
and, upon the Administrative Agent's request, provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance the
Company shall be required to provide paper copies of the Compliance Certificates
required by Section 6.02(b) to the Administrative Agent. Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Company with any such request for delivery, and each Lender shall be solely
responsible for maintaining its copies of such documents.

      Each Borrower hereby acknowledges that (a) the Administrative Agent and/or
BAS will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of such Borrower hereunder (collectively,
"Borrower Materials") by posting the Borrower Materials on IntraLinks or another
similar electronic system (the "Platform") and (b) certain of the Lenders may be
"public-side" Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to any Borrower, the Parent or its
securities) (each, a "Public Lender"). The Borrowers and the Parent hereby agree
that (x) all Borrower Materials that are to be made available to Public Lenders
shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall
mean that the word "PUBLIC" shall appear prominently on the first page thereof;
and (y) the Administrative Agent and BAS shall be entitled to treat any Borrower
Materials that are not marked "PUBLIC" as being suitable only for posting on a
portion of the Platform not designated "Public Investor." Notwithstanding the
foregoing, no Borrower shall be under any obligation to mark any Borrower
Materials "PUBLIC." Notwithstanding anything to the contrary contained in this
Agreement, including Section 8.01 hereof, the failure of the Borrowers to comply
with the provisions of this paragraph shall not constitute a Default or an Event
of Default hereunder.

      6.03 NOTICES.

      Promptly notify the Administrative Agent:

      (a) of the occurrence of any Default;

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      (b) of any matter that has resulted or would reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Parent, the Company or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Parent, the Company or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Parent, the Company
or any Subsidiary, including pursuant to any applicable Environmental Laws, in
each case that has resulted or would reasonably be expected to result in a
Material Adverse Effect;

      (c) of the occurrence of any ERISA Event that, either individually or in
the aggregate, would reasonably be expected to have a Material Adverse Effect;
and

      (d) of any announcement by any Rating Agency of any change in a Corporate
Rating.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and (except in the case of clause (d)) stating what action
the Company has taken and proposes to take with respect thereto. Each notice
pursuant to Section 6.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been
breached.

      6.04 PAYMENT OF OBLIGATIONS.

      Pay and discharge as the same shall become due and payable, all its
material obligations and liabilities, including (a) all material tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets and (b) all material lawful claims which, if unpaid, would
by law become a Lien upon its property (other than a Lien permitted by Section
7.01), except where the amount or validity thereof is currently being contested
in good faith by appropriate proceedings and reserves in conformity with GAAP
with respect thereto have been provided on the books of the Parent or its
Subsidiaries, as the case may be, except in the case of clause (b), to the
extent any failure to pay, discharge or otherwise satisfy could not reasonably
be expected to have a Material Adverse Effect.

      6.05 PRESERVATION OF EXISTENCE, ETC.

      (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization except (i) in a transaction permitted by Section 7.04 and (ii) with
respect to Immaterial Subsidiaries only, as would not reasonably be expected to
have a Material Adverse Effect; (b) take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except to the extent that failure to do so
would not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation or non-renewal of which would reasonably be
expected to have a Material Adverse Effect.

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      6.06 MAINTENANCE OF PROPERTIES.

      (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted, except where the failure to do so
would not reasonably be expected to have a Material Adverse Effect and (b) make
all necessary repairs thereto and renewals and replacements thereof except where
the failure to do so would not reasonably be expected to have a Material Adverse
Effect.

      6.07 MAINTENANCE OF INSURANCE.

      Maintain insurance with respect to its properties and business against
loss or damage of the kinds customarily insured against by Persons engaged in
the same or similar business, of such types and in such amounts as are
customarily carried under similar circumstances by such other Persons and/or
maintain a system or systems of self-insurance or assumption of risk which
accords with the practices of similar businesses.

      6.08 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.

      Comply in all material respects with the requirements of all (a)
Contractual Obligations and (b) Laws (including Environmental Laws and ERISA
matters) and all orders, writs, injunctions and decrees applicable to it or to
its business or property, except in such instances in which (i) such requirement
of Contractual Obligation, Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (ii)
the failure to comply therewith would not reasonably be expected to have a
Material Adverse Effect.

      6.09 BOOKS AND RECORDS.

      Maintain proper books of record and account, in which true and correct
entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of the
Parent or such Subsidiary, as the case may be.

      6.10 USE OF PROCEEDS.

      Use the proceeds of Revolving Credit Extensions for working capital,
capital expenditures and general corporate purposes (including share repurchases
and permitted Acquisitions (other than the Target Acquisition)). The issuance by
the L/C Issuer of the Acquisition Facility Letter of Credit pursuant to Section
2.02(a)(ii) shall be used for the purpose of supporting the Acquisition Offer
and the proceeds of Acquisition Facility Loans shall be used for the purpose of
(x) reimbursing the L/C Issuer for any Unreimbursed Amount with respect to any
unreimbursed drawing under the Acquisition Facility Letter of Credit, (y)
financing, together with the proceeds of the Capital Markets Facility, if any,
the Target Acquisition (with the simultaneous cancellation of the Acquisition
Letter of Credit, if any) and the payment of fees and expenses incurred in
connection with the Target Acquisition or (z) after the occurrence of the Target
Acquisition, but during the Acquisition Facility Loan Availability Period,
financing, together with the proceeds of the Capital Markets Facility, if any,
the acquisition by the Parent

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through Barr Europe of additional voting shares of "Park Place" and the payment
of fees and expenses incurred in connection with such acquisition.

      6.11 ADDITIONAL GUARANTORS.

      (a) Where Domestic Subsidiaries that are not Guarantors (the
"Non-Guarantor Domestic Subsidiaries") shall at any time:

            (i) in any instance for any such Non-Guarantor Domestic Subsidiary,
      constitute more than five percent (5%) of the Consolidated Assets as of
      the end of the immediately preceding fiscal quarter, or

            (ii) in the aggregate for all such Non-Guarantor Domestic
      Subsidiaries, constitute more than fifteen percent (15%) of the
      Consolidated Assets as of the end of the immediately preceding fiscal
      quarter,

(clauses (i) and (ii) immediately above, collectively, the "Domestic Threshold
Requirement"), then the Company shall (A) notify the Administrative Agent
thereof within ten days after a Responsible Officer has knowledge thereof, and
(B) within thirty days thereafter, (1) cause enough Domestic Subsidiaries to
become a Domestic Guarantor by execution of a Guarantor Joinder Agreement, such
that immediately after joinder as a Guarantor, the remaining Non-Guarantor
Subsidiaries shall not in any instance, or collectively, exceed the Domestic
Threshold Requirement and (2) deliver with the Guarantor Joinder Agreement such
supporting resolutions, incumbency certificates, corporate formation and
organizational documentation and opinions of counsel as the Administrative Agent
may reasonably request.

      (b) Where Foreign Subsidiaries of any Designated Foreign Borrower
hereunder that are not Guarantors in respect of the Obligations of such
Designated Foreign Borrower (the "Non-Guarantor Foreign Subsidiaries") shall at
any time in any instance for any such Non-Guarantor Foreign Subsidiary,
constitute more than five percent (5%) of Consolidated Assets as of the end of
the immediately preceding fiscal quarter (the "Foreign Threshold Requirement"),
then the Company shall (A) notify the Administrative Agent thereof within ten
days after a Responsible Officer has knowledge thereof, and (B) within sixty
days thereafter, (1) cause enough Foreign Subsidiaries to become a Foreign
Guarantor by execution of a Guarantor Joinder Agreement, such that immediately
after joinder as a Guarantor, the remaining Non-Guarantor Foreign Subsidiaries
shall not in any instance, or collectively, exceed the Foreign Threshold
Requirement and (2) deliver with the Guarantor Joinder Agreement such supporting
resolutions, incumbency certificates, corporate formation and organizational
documentation and opinions of counsel as the Administrative Agent may reasonably
request; provided, that clause (b) of this Section shall not require the joinder
of a Non-Guarantor Foreign Subsidiary as a Guarantor hereunder (x) other than
with respect to a Guarantee of the Foreign Obligations of any Designated Foreign
Borrowers hereunder and (y) to the extent prohibited by applicable Law.

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                                   ARTICLE VII
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied (other than
contingent indemnification obligations not due and payable), or any Letter of
Credit shall remain outstanding, neither the Parent nor the Company shall, nor
shall they permit any of their respective Subsidiaries to, directly or
indirectly (except that the covenant set forth in Section 7.05 shall only apply
to Parent):

      7.01 LIENS.

      Create, incur, assume or suffer to exist any Lien upon any of their
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

      (a) Liens pursuant to any Loan Document;

      (b) Liens existing on the date hereof and listed on Schedule 7.01;

      (c) any modifications, replacements, renewals or extensions of Liens
otherwise permitted hereby (including in connection with refinancings or
refundings of the related obligations), provided that (i) the property covered
thereby is not expanded or increased and (ii) the principal amount of the
obligations secured or benefited thereby is not increased (except for accrued
interest and a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred in connection with such renewal or extension);

      (d) Liens for taxes not yet due or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

      (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business securing obligations
which are not overdue for a period of more than 60 days or which are being
contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person;

      (f) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance, other social security
legislation, product liability insurance and self-insurance, other than any Lien
imposed by ERISA;

      (g) banker's Liens, rights of setoff, deposits to secure the performance
of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds, performance bonds and other obligations of a like
nature and to secure letters of credit in respect thereof, in each case incurred
in the ordinary course of business;

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      (h) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;

      (i) Liens securing judgments not constituting an Event of Default under
Section 8.01(h) or securing appeal or other surety bonds related to such
judgments;

      (j) any Lien on any asset securing the payment of all or part of the price
of the acquisition, construction or improvement of such asset; provided that (i)
such Liens do not at any time encumber any property other than the property
whose acquisition, construction or improvement was financed by such Indebtedness
and the proceeds thereof and (ii) the Indebtedness secured thereby does not
exceed the cost of the property being acquired, constructed or improved;

      (k) any Lien existing on any asset of, or Equity Interest in, any Person
at the time such asset is acquired by or such Person becomes, is merged or
consolidated with or into, or is acquired by, a Subsidiary, which Lien was not
created in contemplation of such event;

      (l) Liens in favor of the Parent, Liens granted by a Subsidiary that is
not a Loan Party in favor of a Loan Party and Liens granted by a Subsidiary that
is not a Loan Party in favor of a Subsidiary that is not a Loan Party;

      (m) Liens on goods (and the proceeds thereof) and documents of title and
the property covered thereby securing Indebtedness in respect of commercial
letters of credit;

      (n) Liens that have been placed by any developer, landlord or other third
party on property over which the Parent or any Subsidiary has easement rights or
on any real property leased by the Parent or any Subsidiary and subordination or
similar agreements relating thereto;

      (o) any condemnation or eminent domain proceedings affecting any real
property;

      (p) Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of any asset, which asset is acquired by the
Parent or a Subsidiary in a transaction entered into in the ordinary course of
business;

      (q) Liens on the proceeds of assets that were subject to Liens permitted
hereunder or on assets acquired with such proceeds as a replacement of such
former assets;

      (r) Liens on the assets of any Subsidiary that is not a Domestic Guarantor
hereunder, to the extent securing Indebtedness permitted under Section 7.03;

      (s) Liens arising from precautionary Uniform Commercial Code financing
statements regarding operating leases not constituting Indebtedness or
consignments; and

      (t) Liens on the assets of the Loan Parties not otherwise permitted hereby
securing Indebtedness (without duplication) in an aggregate principal amount at
any time outstanding,

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together with Indebtedness permitted by Section 7.03(g), not exceeding an amount
equal to 10% of the Consolidated Net Tangible Assets as of the end of the
immediately preceding fiscal quarter of the Parent at the time of incurrence.

      7.02 INVESTMENTS.

      Make any Investments, except:

      (a) Investments held by the Parent or such Subsidiary in the form of
deposit accounts or cash equivalents;

      (b) advances of payroll payments to employees in the ordinary course of
business and advances to officers, directors and employees of the Parent and
Subsidiaries, for travel, entertainment, relocation and analogous ordinary
business purposes or in connection with the award of stock under stock incentive
and stock option plans;

      (c) Investments of the Parent or the Company in any Domestic Subsidiary
and Investments of any Subsidiary in the Company or in a Domestic Subsidiary;

      (d) Investments in any Foreign Subsidiary; provided, that if such
Investment is by a Loan Party in a Foreign Subsidiary that is not a Loan Party,
prior to and after giving effect to any such Investment, (i) no Default shall
have occurred and be continuing before and after giving effect to such
Investment on a Pro Forma Basis and (ii) to the extent that the Consolidated
Leverage Ratio after giving effect to such Investment on a Pro Forma Basis shall
be greater than 3.50 to 1.00, the aggregate amount of such Investments permitted
pursuant to this clause (d) shall not exceed $100,000,000 during the period when
the consolidated Leverage Ratio is greater than 3.50 to 1.00;

      (e) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or
partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;

      (f) Permitted Market Investments other than Acquisitions;

      (g) Investments existing on the date hereof and listed on Schedule 7.02
and any renewals, amendments and replacements thereof to the extent the amount
thereof is not increased;

      (h) prepayments and other credits to suppliers made in the ordinary course
of business;

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

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      (j) pledges or deposits in connection with (i) the performance of bids,
trade contracts (other than for borrowed money), leases or statutory
obligations, (ii) contingent obligations on surety or appeal bonds, and (iii)
other obligations of a like nature, in each case incurred in the ordinary course
of business;

      (k) operating contracts between or among the Parent and/or its
Subsidiaries in the ordinary course of business that are not intended to be
Investments;

      (l) Investments consisting of non-cash consideration received in the form
of notes, securities or similar obligations in connection with any sale or other
disposition otherwise permitted by this Agreement;

      (m) Investments in the form of Swap Contracts;

      (n) Investments in the form of prepaid expenses;

      (o) the Target Acquisition and any additional acquisitions by the Parent
through Barr Europe of additional voting shares of "Park Place" acquired with
the Acquisition Facility Loans hereunder and/or the "Acquisition Facility Loans"
under the Capital Markets Facility;

      (p) Investments of a Subsidiary acquired after the Closing Date or of a
corporation merged into the Company or merged or consolidated with a Subsidiary
after the Closing Date to the extent that such Investments were not made in
contemplation of or in connection with such acquisition, merger or consolidation
and were in existence on the date of such acquisition, merger or consolidation
and were in existence on the date of such acquisition, merger or consolidation;

      (q) Investments in the form of Acquisitions and Investments in other
Persons, including, without limitation, joint ventures, for the purpose of
developing, producing, marketing or distributing goods for the Parent or any of
its Subsidiaries; provided, that prior to and after giving effect to any such
Acquisition (to the extent the consideration for such Acquisition does not
consist of Equity Interests of the Parent) or other Investment, (i) no Default
shall have occurred and be continuing and (ii) to the extent that the
Consolidated Leverage Ratio after giving effect to such Investment on a Pro
Forma Basis shall be greater than 3.50 to 1.00, the aggregate amount of such
Investments other than Acquisitions with Equity Interests of the Parent
permitted pursuant to this clause (q) shall not exceed $250,000,000 during the
period when the Consolidated Leverage Ratio exceeds 3.50 to 1.00; and

      (r) other Investments not listed above in an aggregate amount not to
exceed $75,000,000 at any time outstanding, net of repayments.

      7.03 NON-LOAN PARTY INDEBTEDNESS.

      Permit any Subsidiary that is not a Domestic Guarantor to create, incur,
assume or suffer to exist any Indebtedness, except:

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      (a) Indebtedness outstanding on the date hereof and listed on Schedule
7.03 and any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to
accrued interest and a reasonable premium or other reasonable amount paid, and
fees and expenses reasonably incurred, in connection with such refinancing,
refunding, renewal or extension and by an amount equal to any existing
commitments unutilized thereunder;

      (b) Indebtedness in respect of capital leases, Synthetic Lease Obligations
and obligations for all or part of the price of the acquisition, construction or
improvement of fixed or capital assets within the limitations set forth in
Section 7.01(j);

      (c) Indebtedness owing to a Loan Party or owing to another Subsidiary that
is not a Loan Party to the extent the making of such loan by such Loan Party or
Subsidiary that is not a Loan Party is permitted by Section 7.02;

      (d) Swap Contracts not entered into for any speculative purpose but to
manage a Subsidiary's risks in respect of fluctuations in interest rates,
currency exchange rates, or similar risks or for any other valid business
purposes;

      (e) Indebtedness in respect of performance bonds, bid bonds, appeal bonds,
surety bonds and similar obligations, in each case provided in the ordinary
course of business;

      (f) Indebtedness as an account party in respect of trade letters of
credit;

      (g) Guarantees of Indebtedness of any Person that is not a Loan Party; and

      (h) secured or unsecured Indebtedness in an aggregate principal amount not
to exceed 12.5% of the Consolidated Net Tangible Assets as of the end of the
immediately preceding fiscal quarter of the Parent at the time of incurrence.

      7.04 FUNDAMENTAL CHANGES.

      Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except that, so long as no Default exists or would
result therefrom:

      (a) (i) any Subsidiary of the Parent (other than the Company) may merge
with (A) the Parent or the Company, provided that the Parent or the Company, as
the case may be, shall be the continuing or surviving Person or (B) any one or
more Persons, provided that when any Guarantor is merging with another Person
which is not a Guarantor hereunder, the Guarantor shall be the continuing or
surviving Person or the surviving Person shall become a Guarantor and (ii) the
Company and the Parent may merge provided that (A) the Company shall be the
continuing or surviving Person or (B) if the Parent shall be the continuing or
surviving Person, (x) the Borrower shall provide written notice to the
Administrative Agent prior to such merger or

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consolidation and (y) the Parent shall assume contemporaneously with such merger
or consolidation all of the obligations of the Borrower under this Agreement and
the other Loan Documents pursuant to documentation reasonably satisfactory to
the Administrative Agent. Following any merger pursuant to this Section
8.04(a)(ii), all references to "Parent" and to the "Borrower" shall be read as
references to the Person surviving the merger;

      (b) any Subsidiary of the Parent (other than the Company) may Dispose of
all or substantially all of its assets (upon voluntary liquidation or otherwise)
(i) to the Parent or to the Company or to another Subsidiary and (ii) to any
other Person to the extent that the Net Cash Proceeds of any such Disposition
shall prepay the Loans (and Cash Collateralize the L/C Obligations) to the
extent required by Section 2.05(b)(iii); and

      (c) any Subsidiary of the Parent (other than the Company) may liquidate or
dissolve or the Parent, the Company or any Subsidiary may sell, transfer, lease
or otherwise Dispose of the assets or Equity Interests of any Subsidiary (other
than the Company) if, in each case, the Parent or the Company determines in good
faith that such liquidation, dissolution, sale, transfer, lease or other
Disposition is in the best interests of the Parent or the Company and is not
materially disadvantageous to the Lenders.

      7.05 RESTRICTED PAYMENTS.

      Declare or make, directly or indirectly, any Restricted Payment except
that the Parent may declare and make cash dividend payments or other
distributions with respect to the redemption, retirement, purchase or other
acquisition of the capital stock of the Parent (or any warrant, option or other
rights with respect to any shares of capital stock (including common or
preferred) now or hereafter outstanding of the Parent) so long as (i) no Default
shall have occurred and be continuing before and after giving effect to such
payment or distribution on a Pro Forma Basis and (ii) to the extent that the
Consolidated Leverage Ratio after giving effect to such payment or distribution
on a Pro Forma Basis shall be greater than 3.50 to 1.00, the aggregate amount of
such payments and distributions permitted pursuant to this clause (g) shall not
exceed $200,000,000 during the period when the Consolidated Leverage Ratio is
greater than 3.50 to 1.00.

      7.06 CHANGE IN NATURE OF BUSINESS.

      Engage in any material line of business substantially different from those
lines of business conducted by the Parent, the Company and their Subsidiaries on
the date hereof or any business substantially related, incidental or
complementary thereto (and any reasonable extensions or expansions thereof).

      7.07 TRANSACTIONS WITH AFFILIATES.

      Enter into any transaction of any kind with any Affiliate of the Parent,
whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the applicable Loan Party as
would be obtainable by such Loan Party at the time in a comparable arm's length
transaction with a Person other than an Affiliate; provided that the

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foregoing restriction shall not apply to (a) transactions between or among the
Parent, the Company and/or their Subsidiaries and/or any other Person in which
the Parent, the Company and/or their Subsidiaries owns an Equity Interest
(provided that no Affiliate of the Parent or any Subsidiary, other than the
Parent or a Subsidiary owns any Equity Interests in such other Person), (b)
Restricted Payments permitted by Section 7.05, (c) Investments permitted by
Section 7.02, (d) transactions in connection with any joint enterprise or other
joint arrangement with any Affiliate if the Parent or relevant Subsidiary (as
applicable) participates on a basis no less advantageous than the basis on which
such Affiliate participates, (e) the payment or grant of reasonable
compensation, benefits and indemnities to, and any other employment or severance
arrangements with, any director, officer, employee or agent of the Parent or any
Subsidiary, (f) loans and other transactions by the Parent, the company and the
Subsidiaries to the extent permitted under this Article 7, (g) Restricted
Payments permitted under Section 7.05 and (h) transactions and agreements in
existence on the date hereof and listed on Schedule 7.07, transactions pursuant
to such agreements, renewals and extensions of such agreements and transactions
after the date hereof on terms that are substantially similar to the terms of
such agreements.

      7.08 RESTRICTIVE AGREEMENTS.

      Enter into any Contractual Obligation (other than this Agreement or any
other Loan Document) that:

      (a) Limits the ability of the Parent or any Subsidiary to create, incur,
assume or suffer to exist Liens on property of such Person to secure the
Obligations hereunder; provided, however, that the foregoing shall not apply to:

            (A) limitations existing under or by reason of any agreement in
      effect on the Closing Date and set forth on Schedule 7.08;

            (B) encumbrances or restrictions existing under or by reason of any
      document or instrument governing Indebtedness permitted hereunder,
      provided that the encumbrances and restrictions are not materially more
      restrictive than the corresponding encumbrances and restrictions contained
      in the Loan Documents;

            (C) limitations on the transfer of assets subject to a Lien
      permitted under Section 7.01 to the extent such limitation relates solely
      to the assets which are the subject of such Lien;

            (D) customary limitations on subletting or assignment of any lease
      governing a leasehold interest of the Parent or any Subsidiary;

            (E) limitations on the transfer of any property subject to a
      contract of sale or transfer so long as such limitations apply only to the
      property to be sold or transferred and such sale or transfer is permitted
      under this Agreement;

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            (F) limitations existing under or by reason of any agreement of a
      Person acquired by the Parent or any Subsidiary as in effect at the time
      of such acquisition (but not created in connection with or in
      contemplation of such acquisition), to the extent that the relevant
      limitations therein are not applicable to any Person, or the properties or
      assets of any Person, other than the Person, or the property or assets of
      the Person so acquired (including its Subsidiaries);

            (G) customary limitations (including financial maintenance
      covenants) existing under or by reason of leases entered into in the
      ordinary course of business;

            (H) customary limitations in joint venture agreements that relate
      solely to the joint venture or the Equity Interests therein;

            (I) limitations existing under or by reason of Indebtedness of any
      Subsidiary other than a Loan Party that relate solely to such Subsidiary
      and are in the ordinary course of business; and

            (J) any amendments, modifications, restatements, renewals,
      increases, supplements, refundings, replacements or refinancings of the
      contracts, instruments or obligations referred to in clauses (A) through
      (I) above, provided that such amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or
      refinancings, are, in the good faith judgment of the Company, not
      materially less favorable to the Loan Parties and the Lenders with respect
      to such limitations than those contained in the contracts, instruments or
      obligations prior to such amendment, modification, restatement, renewal,
      increase, supplement, refunding, replacement or refinancing; or

      (b) Requires the grant of a Lien to secure an obligation of such Person if
a Lien is granted to secure the Obligations, except for limitations,
encumbrances or restrictions referenced in clauses (A), (B), (F), (I) or (J) of
Section 7.08(a).

      7.09 USE OF PROCEEDS.

      Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the FRB) or to extend credit to
others for the purpose of purchasing or carrying margin stock, except, in each
case, in compliance with law (including Regulations U and X of the FRB).

      7.10 FINANCIAL COVENANTS.

      (a) Until the Corporate Ratings as determined by the Ratings Agencies
shall each be BBB+ or higher and Baa1 or higher, respectively, as of the end of
any fiscal quarter of the Parent, then:

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            (i) Consolidated Interest Coverage Ratio. Permit the Consolidated
      Interest Coverage Ratio as of the end of any fiscal quarter of the Parent
      to be less than 3.00 to 1.00.

            (ii) Consolidated Leverage Ratio. Permit the Consolidated Leverage
      Ratio as of the end of any fiscal quarter of the Parent;

                  (1) ending after the Closing Date, but prior to the earlier of
            the Acquisition Facility Letter of Credit Issuance Date and the
            Initial Acquisition Facility Loan Funding Date, to be greater than
            3.00 to 1.00.

                  (2) ending after the Acquisition Facility Letter of Credit
            Issuance Date, if any, but prior to the Initial Acquisition Facility
            Loan Funding Date, to be greater than 4.50 to 1.00.

                  (3) ending after the Initial Acquisition Facility Loan Funding
            Date, but on or prior to the earlier of the Consolidated Leverage
            Ratio Stepdown Date and September 30, 2007, to be greater than 4.00
            to 1.00.

                  (4) ending on or after October 1, 2007, but on or prior to the
            earlier of the Consolidated Leverage Ratio Stepdown Date and
            September 30, 2008, to be greater than 3.50 to 1.00.

                  (5) at all other times, to be greater than 3.00 to 1.00.

      (b) Once the Corporate Ratings as determined by the Ratings Agencies shall
each be BBB+ or higher and Baa1 or higher, respectively, as of the end of any
fiscal quarter of the Parent, and thereafter:

            Consolidated Funded Indebtedness to Total Capitalization. Permit the
      Consolidated Funded Indebtedness to Total Capitalization Ratio, at any
      time, to be greater than 0.50 to 1.00.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

      8.01 EVENTS OF DEFAULT.

      Any of the following shall constitute an Event of Default:

      (a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i)
when and as required to be paid herein, any amount of principal of any Loan or
any L/C Obligation, or (ii) within five days after the same becomes due, any
interest on any Loan or on any L/C Obligation, or any fee due hereunder or any
other amount payable hereunder or under any other Loan Document; or

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      (b) Specific Covenants. The Company or any other Loan Party fails to
perform or observe any term, covenant or agreement contained in (i) Section
6.03(a) and such failure continues for 5 days after the earlier of a Responsible
Officer becoming aware of such Default or notice thereof by the Administrative
Agent or any Lender or (ii) Section 6.05 (with respect to corporate existence),
or 6.10 or Article VII, or in Article XI; or

      (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after the earlier of a Responsible Officer becoming aware
of such Default or notice thereof by the Administrative Agent or any Lender; or

      (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Company or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall prove to have been
incorrect in any material respect when made or deemed made; or

      (e) Cross-Default. The Parent or any Subsidiary (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise, but in any event beyond any period of grace
or cure therein provided) in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate principal amount of more than
$50,000,000, or (B) fails to observe or perform, beyond any period of grace or
cure therein provided, any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity; or

      (f) Insolvency Proceedings, Etc. The Parent or any Subsidiary (other than
an Immaterial Subsidiary) institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit
of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer
for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

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      (g) Inability to Pay Debts; Attachment. (i) The Parent or any Subsidiary
(other than an Immaterial Subsidiary) becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and
is not released, vacated or fully bonded within 60 days after its issue or levy;
or

      (h) Judgments. There is entered against the Parent or any Subsidiary
(other than an Immaterial Subsidiary) a final judgment or order for the payment
of money in an aggregate amount exceeding $50,000,000 (to the extent not covered
by insurance) and there is a period of 60 consecutive days during which (i) a
stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect and (ii) such judgment or order has not been paid,
vacated or discharged; or

      (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or would reasonably be expected to result
in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC that would reasonably be expected to have a
Material Adverse Effect or (ii) the Parent or any ERISA Affiliate fails to pay
when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan and such failure could reasonably be expected to have
a Material Adverse Effect; or

      (j) Invalidity of Loan Documents. Any material provision of any Loan
Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of
all the Obligations, ceases to be in full force and effect; or any Loan Party
contests in any manner the validity or enforceability of any material provision
of any Loan Document; or any Loan Party denies in writing that it has any or
further liability or obligation under any Loan Document (other than as a result
of the repayment in full of the Obligations), or purports to revoke, terminate
or rescind any material provision of any Loan Document; or

      (k) Change of Control. There occurs any Change of Control.

      8.02 REMEDIES UPON EVENT OF DEFAULT.

      If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:

      (a) declare the commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan

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Document to be immediately due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by the
Borrowers;

      (c) require that the Company Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and

      (d) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents;

      provided, however, that upon the occurrence of an actual or deemed entry
of an order for relief with respect to any Borrower under the Bankruptcy Code of
the United States, the obligation of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and
the obligation of the Company to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      Notwithstanding anything to the contrary in this Section 8.02, during the
Acquisition Facility Loan Availability Period through the Initial Acquisition
Facility Loan Funding Date, the Administrative Agent and the Lenders shall not
be entitled to terminate Acquisition Facility Commitments except in connection
with the occurrence of a Target Bankruptcy Event.

      8.03 APPLICATION OF FUNDS.

      After the exercise of remedies provided for in Section 8.02 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 8.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article
III), ratably among them in proportion to the amounts described in this clause
Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;

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      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause Fourth
held by them;

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

      Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.

                                   ARTICLE IX

                              ADMINISTRATIVE AGENT

      9.01 APPOINTMENT AND AUTHORITY.

      Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of
America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither any Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

      9.02 RIGHTS AS A LENDER.

      The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrowers or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

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      9.03 EXCULPATORY PROVISIONS.

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:

            (a) shall not be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing;

            (b) shall not have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the
      Administrative Agent is required to exercise as directed in writing by the
      Required Lenders (or such other number or percentage of the Lenders as
      shall be expressly provided for herein or in the other Loan Documents),
      provided that the Administrative Agent shall not be required to take any
      action that, in its opinion or the opinion of its counsel, may expose the
      Administrative Agent to liability or that is contrary to any Loan Document
      or applicable law; and

            (c) shall not, except as expressly set forth herein and in the other
      Loan Documents, have any duty to disclose, and shall not be liable for the
      failure to disclose, any information relating to any of the Borrowers or
      any of their respective Affiliates that is communicated to or obtained by
      the Person serving as the Administrative Agent or any of its Affiliates in
      any capacity.

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Company, a
Lender or the L/C Issuer.

      The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

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      9.04 RELIANCE BY ADMINISTRATIVE AGENT.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      9.05 DELEGATION OF DUTIES.

      The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

      9.06 RESIGNATION OF ADMINISTRATIVE AGENT.

      The Administrative Agent may at any time give notice of its resignation to
the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with, so long as no
Default or Event of Default shall have occurred or be continuing, the Company's
consent (which consent shall not be unreasonably withheld), to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, with, so long as no Default or Event
of Default shall have occurred or be continuing, the Company's consent (which
consent shall not be unreasonably withheld), appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Company and the Lenders that no qualifying
Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the

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other Loan Documents and (2) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and the L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this Section. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 10.04 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangement satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.

      9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

      Each Lender and the L/C Issuer acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      9.08 NO OTHER DUTIES, ETC.

      Anything herein to the contrary notwithstanding, none of the Bookrunners
or Arrangers listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C
Issuer hereunder.

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      9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
any Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

            (a) to file and prove a claim for the whole amount of the principal
      and interest owing and unpaid in respect of the Loans, L/C Obligations and
      all other Obligations that are owing and unpaid and to file such other
      documents as may be necessary or advisable in order to have the claims of
      the Lenders, the L/C Issuer and the Administrative Agent (including any
      claim for the reasonable compensation, expenses, disbursements and
      advances of the Lenders, the L/C Issuer and the Administrative Agent and
      their respective agents and counsel and all other amounts due the Lenders,
      the L/C Issuer and the Administrative Agent under Sections 2.03(i) and
      (j), 2.09 and 10.04) allowed in such judicial proceeding; and

            (b) to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

      and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Lender and the L/C Issuer to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuer, to pay to
the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under Sections
2.09 and 10.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

      9.10 GUARANTY MATTERS.

      (a) If any Domestic Subsidiary that has become a Domestic Guarantor solely
because of the requirements of Section 6.11(a) or any Foreign Subsidiary that
has become a Foreign Guarantor solely because of the requirements of Section
6.11(b), subsequently owns assets (book value) which constitute less than five
percent (5.00%) of the aggregate book value of the Consolidated Assets for a
period of two consecutive fiscal quarters or if a Guarantor ceases to be a
Subsidiary as a result of a transaction permitted hereunder, then such Domestic
Subsidiary or

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Foreign Subsidiary shall be released as a Guarantor upon the written request of
the Company and shall no longer be a Guarantor hereunder.

      (b) Subject to clause (a) above, the Lenders and the L/C Issuer
irrevocably authorize the Administrative Agent, to release any Guarantor from
its obligations under Article XI. Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative
Agent's authority to release any Guarantor from its obligations under Article XI
pursuant to this Section 9.10.

                                    ARTICLE X
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC.

      No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Company or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Company or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall:

            (a) extend or increase the Commitment of any Lender (or reinstate
      any Commitment terminated pursuant to Section 8.02) without the written
      consent of such Lender;

            (b) postpone any date fixed by this Agreement or any other Loan
      Document for any payment of principal, interest, fees or other amounts due
      to the Lenders (or any of them) hereunder or under any other Loan Document
      without the written consent of each Lender directly affected thereby;

            (c) reduce the principal of, or the rate of interest specified
      herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the
      second proviso to this Section 10.01) any fees or other amounts payable
      hereunder or under any other Loan Document, without the written consent of
      each Lender directly affected thereby; provided, however, that only the
      consent of the Required Lenders shall be necessary to amend the definition
      of "Default Rate" or to waive any obligation of any Borrower to pay
      interest or Letter of Credit Fees at the Default Rate;

            (d) change Section 2.13 or Section 8.03 in a manner that would alter
      the pro rata sharing of payments required thereby without the written
      consent of each Lender;

            (e) amend the definition of "Alternative Currency" without the
      written consent of each Lender;

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            (f) change any provision of this Section or the definition of
      "Required Lenders" or any other provision hereof specifying the number or
      percentage of Lenders required to amend, waive or otherwise modify any
      rights hereunder or make any determination or grant any consent hereunder,
      without the written consent of each Lender; or

            (g) release all or substantially all of the Guarantors from their
      Obligations under Article XI without the written consent of each Lender;

      and, provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by the L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

      10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

            (i) if to the Borrowers, the Administrative Agent, the L/C Issuer or
      the Swing Line Lender, to the address, telecopier number, electronic mail
      address or telephone number specified for such Person on Schedule 10.02;
      and

            (ii) if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

      Notices sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices
sent by telecopier shall be deemed to have been given when sent (except that, if
not given during normal business hours for the recipient, shall be deemed to
have been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

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      (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Company
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c) Change of Address, Etc. Each of the Borrowers, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number or e-mail address for notices and other
communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier or telephone number or e-mail address
for notices and other communications hereunder by notice to the Company, the
Administrative Agent, the L/C Issuer and the Swing Line Lender.

      (d) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of any Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof, except that such parties may not rely on such notices if they do so in
bad faith or if doing so would be grossly negligent or would constitute willful
misconduct. The Company shall indemnify the Administrative Agent, the L/C
Issuer, each Lender and the Related Parties of each of them from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of any Borrower, except for such
losses, costs, expenses and liabilities that result from such parties' bad
faith, gross negligence or willful misconduct. All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such
recording.

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      10.03 NO WAIVER; CUMULATIVE REMEDIES.

      No failure by any Lender, the L/C Issuer or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

      10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a) Costs and Expenses. The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) but notwithstanding the foregoing, the Borrower shall not be
responsible for the fees, charges or disbursements of more than one firm of
legal counsel (and one local counsel in each applicable jurisdiction), (ii) all
reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder but notwithstanding the foregoing, the Company
shall not be responsible for the fees, charges or disbursements of one firm of
legal counsel (and one local counsel in each applicable jurisdiction) and (iii)
all out-of-pocket expenses incurred by the Administrative Agent, any Lender or
the L/C Issuer (including the fees, charges and disbursements of any counsel for
the Administrative Agent, any Lender or the L/C Issuer), in connection with the
enforcement of its rights in connection with this Agreement and the other Loan
Documents, including its rights under this Section.

      (b) Indemnification by the Company. The Company shall indemnify the
Administrative Agent (and any sub-agent thereof), the Guarantor Bank, each
Lender and the L/C Issuer, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the fees, charges and disbursements of one counsel
(and one local counsel in each applicable jurisdiction) for all Indemnitees),
incurred by any Indemnitee or asserted against any Indemnitee by any third party
or by any Borrower or any other Loan Party arising out of, in connection with,
or as a result of (i) the execution or delivery of this Agreement, the Guarantor
Bank Guaranty, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan, Guarantor Bank
Guaranty or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for payment
under a Letter of Credit or the Guarantor Bank Guaranty if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit or Guarantor Bank Guaranty, as applicable), (iii) any
actual or alleged

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presence or release of Hazardous Materials on or from any property owned or
operated by the Parent or any of its Subsidiaries, or any Environmental
Liability, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, and regardless of whether any Indemnitee is a party thereto,
in all cases, whether or not caused by or arising, in whole or in part, out of
the comparative, contributory or sole negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are
determined to have resulted from the bad faith, gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by the Company
or any other Loan Party against an Indemnitee for breach of such Indemnitee's
obligations hereunder or under any other Loan Document.

      (c) Reimbursement by Lenders. To the extent that the Company for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

      (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, each party hereto shall not assert, and hereby waives, any
claim against any Indemnitee or any other party hereto, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred
to in subsection (b) above shall be liable for any damages arising from the use
by unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.

      (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f) Survival. The agreements in this Section shall survive the resignation
of the Administrative Agent, the Swing Line Lender and the L/C Issuer, the
replacement of any Lender, the termination of the Aggregate Revolving
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.

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      10.05 PAYMENTS SET ASIDE.

      To the extent that any payment by or on behalf of any Borrower is made to
the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent,
the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees
to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the applicable Overnight Rate from
time to time in effect, in the applicable currency of such recovery or payment.
The obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.

      10.06 SUCCESSORS AND ASSIGNS.

      (a) Successors and Assigns Generally. The provisions of this Agreement and
the other Loan Documents shall be binding upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns permitted
hereby, provided, that none of the Loan Parties (except in connection with a
transaction permitted under Section 7.04 hereunder), the Parent or the Company
(or any Designated Foreign Borrower) may assign or otherwise transfer any of its
rights or obligations hereunder or thereunder without the prior written consent
of the Administrative Agent and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d)
of this Section or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

      (b) Assignments by Lenders. Any Lender may at any time assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement and the other Loan Documents (including all or a portion of its
Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that any such assignment shall be subject to the following
conditions:

            (i) Minimum Amounts.

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                  (A) in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the related Loans at the
      time owing to it or in the case of an assignment to a Lender, an Affiliate
      of a Lender or an Approved Fund, no minimum amount need be assigned; and

                  (B) in any case not described in subsection (b)(i)(A) of this
      Section, the aggregate amount of the Commitment (which for this purpose
      includes Loans outstanding thereunder) or, if the Commitment is not then
      in effect, the principal outstanding balance of the Loans of the assigning
      Lender subject to each such assignment, determined as of the date the
      Assignment and Assumption with respect to such assignment is delivered to
      the Administrative Agent or, if "Trade Date" is specified in the
      Assignment and Assumption, as of the Trade Date, shall not be less than
      $5,000,000 in the case of an assignment of a Revolving Commitment (and the
      related Revolving Loans thereunder) and in the case of an assignment of an
      Acquisition Facility Commitment (and the related Acquisition Facility
      Loans thereunder) unless each of the Administrative Agent and, so long as
      no Event of Default has occurred and is continuing, the Company otherwise
      consents (each such consent not to be unreasonably withheld or delayed);
      provided, however, that concurrent assignments to members of an Assignee
      Group and concurrent assignments from members of an Assignee Group to a
      single assignee (or to an assignee and members of its Assignee Group) will
      be treated as a single assignment for purposes of determining whether such
      minimum amount has been met.

            (ii) Proportionate Amounts. Each partial assignment shall be made as
      an assignment of a proportionate part of all the assigning Lender's
      Revolving Commitment and its Revolving Loans shall be accompanied by an
      assignment of a constant, and not varying, percentage of all of such
      Lender's Acquisition Facility Commitment and its Acquisition Facility
      Loans, and each such assignment by a Lender of any portion of its
      Acquisition Facility Commitment and its Acquisition Facility Loans shall
      be accompanied by an assignment of a constant, and not varying, percentage
      of all of such Lender's Revolving Commitment and its Revolving Loans, and
      the rights and obligations with respect thereto, assigned, except that
      this clause (ii) shall not apply to the Swing Line Lender's rights and
      obligations in respect of Swing Line Loans.

            (iii) Required Consents. No consent shall be required for any
      assignment except to the extent required by subsection (b)(i)(B) of this
      Section and, in addition:

                  (A) the consent of the Company (such consent not to be
            unreasonably withheld or delayed) shall be required unless (1) an
            Event of Default has occurred and is continuing at the time of such
            assignment or (2) such assignment is to a Lender, an Affiliate of a
            Lender or an Approved Fund;

                  (B) the consent of the Administrative Agent (such consent not
            to be unreasonably withheld or delayed) shall be required for
            assignments in respect of (i) any Acquisition Facility Commitment or
            Revolving Commitment if such assignment is to a Person that is not a
            Lender with a Commitment in respect of the

                                      108
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            Commitment subject to such assignment, an Affiliate of such Lender
            or an Approved Fund with respect to such Lender or (ii) any
            Acquisition Facility Loan to a Person that is not a Lender, an
            Affiliate of a Lender or an Approved Fund; and

                  (C) the consent of the L/C Issuer (such consent not to be
            unreasonably withheld or delayed) shall be required for any
            assignment that increases the obligation of the assignee to
            participate in exposure under one or more Letters of Credit (whether
            or not then outstanding); and

                  (D) the consent of the Swing Line Lender (such consent not to
            be unreasonably withheld or delayed) shall be required for any
            assignment in respect of Revolving Loans and Revolving Commitments.

            (iv) Assignment and Assumption. The parties to each assignment shall
      execute and deliver to the Administrative Agent an Assignment and
      Assumption, together with a processing and recordation fee in the amount,
      if any, required as set forth in Exhibit 10.06; provided, however, that
      the Administrative Agent may, in its sole discretion, elect to waive such
      processing and recordation fee in the case of any assignment. The
      assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent an Administrative Questionnaire.

            (v) No Assignment to Company. No such assignment shall be made to
      the Company or any of the Company's Subsidiaries.

            (vi) No Assignment to Natural Persons. No such assignment shall be
      made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, each Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

      (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrowers, shall maintain at the Administrative Agent's Office a
copy of each Assignment

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and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amounts of
the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by each
of the Borrowers and any Lender at any reasonable time and from time to time
upon reasonable prior notice.

      (d) Participations. Any Lender may at any time, without the consent of, or
notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or the Company or any of the Company's
Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided 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 and (iii) the Borrowers, the Administrative
Agent, the other Lenders and the L/C Issuer shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in Section 11.01(a) that affects such Participant. Subject to
subsection (e) of this Section, each Borrower agrees that each Participant shall
be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.13 as though
it were a Lender.

      (e) Limitation on Participant Rights. A Participant shall not be entitled
to receive any greater payment under Section 3.01 or 3.04 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
3.01(e) as though it were a Lender.

      (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

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      (g) Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (a "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Company, the option to provide all or any part of
any Loan that such Granting Lender would otherwise be obligated to make pursuant
to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof and (iii) nothing herein shall entitle an SPC to have or receive any
greater rights (including, without limitation, any greater payment under Section
3.01 or 3.04) than the applicable Lender would have been entitled to receive
hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent as , and as if, such Loan were made by
such Granting Lender. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender). In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 10.06, any SPC may (i) with notice to, but
(except as provided below) without the prior written consent of, the Company and
the Administrative Agent and without paying any processing fee therefor, assign
all or a portion of its interests in any Loans to the Granting Lender or to any
financial institutions (consented to by the Company and Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC (it being agreed that each SPC shall be bound
by the provisions of Section 10.7 to the same extent as if it were a Lender).
This section may not be amended without the written consent of the SPC.

      (h) Electronic Execution of Assignments. The words "execution," "signed,"
"signature," and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act

      (i) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon thirty days' notice to the Company and the
Lenders, resign as L/C Issuer and/or (ii) upon thirty days' notice to the
Company, resign as Swing Line Lender. In the event of any such resignation as
L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from

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among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Company to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or Swing Line
Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall
retain all the rights, powers, privileges and duties of the L/C Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of
its resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of
America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon
the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the
case may be, and (2) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to Bank of America to
effectively assume the obligations of Bank of America with respect to such
Letters of Credit.

      10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

      Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
a Borrower and its obligations, (g) with the consent of the Company or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Company.

      For purposes of this Section, "Information" means all information received
from the Parent or any Subsidiary relating to the Company or any Subsidiary or
any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Parent or any Subsidiary,
provided that, in the case of information received from the Parent or any
Subsidiary

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after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

      10.08 RIGHT OF SETOFF.

      If an Event of Default shall have occurred and be continuing, each Lender,
the L/C Issuer and each of their respective Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of any Borrower
or any other Loan Party against any and all of the obligations of such Borrower
or such Loan Party now or hereafter existing under this Agreement or any other
Loan Document to such Lender or the L/C Issuer, irrespective of whether or not
such Lender or the L/C Issuer shall have made any demand under this Agreement or
any other Loan Document and although such obligations of such Borrower or such
Loan Party may be contingent or unmatured or are owed to a branch or office of
such Lender or the L/C Issuer different from the branch or office holding such
deposit or obligated on such indebtedness. The rights of each Lender, the L/C
Issuer and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Lender,
the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C
Issuer agrees to notify the Company and the Administrative Agent promptly after
any such setoff and application, provided that the failure to give such notice
shall not affect the validity of such setoff and application.

      10.09 INTEREST RATE LIMITATION.

      Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the
"Maximum Rate"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Company. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

      10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS.

      This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This
Agreement and the other Loan Documents

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constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

      10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

      10.12 SEVERABILITY.

      If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

      10.13 REPLACEMENT OF LENDERS.

      If (a) any Lender requests compensation under Section 3.04, (b) if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
(c) if any Lender is a Defaulting Lender, or (d) if any Lender fails to consent
to any amendment to this Agreement requested by the Parent or the Company which
requires the consent of all of the Lenders (or all of the Lenders affected
thereby) and which is consented to by the Required Lenders, then the Company
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that:

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            (i) the Company shall have paid (or caused a Designated Foreign
      Subsidiary to pay) to the Administrative Agent the assignment fee
      specified in Section 10.06(b);

            (ii) such Lender shall have received payment of an amount equal to
      the outstanding principal of its Loans and L/C Advances, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder and
      under the other Loan Documents (including any amounts under Section 3.05)
      from the assignee (to the extent of such outstanding principal and accrued
      interest and fees) or the Company or applicable Designated Foreign
      Subsidiary (in the case of all other amounts);

            (iii) such assignment does not conflict with applicable Laws; and

            (iv) if the replacement is being made pursuant to clause (d) above,
      the replacement financial institution shall consent to the requested
      amendment.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

      10.14 GOVERNING LAW; JURISDICTION; ETC.

      (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      (b) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY
HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.

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      (c) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

      (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

      10.15 WAIVER OF JURY TRIAL.

      EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      10.16 NO ADVISORY OR FIDUCIARY RESPONSIBILITY.

      In connection with all aspects of each transaction contemplated hereby,
each Borrower and each other Loan Party acknowledges and agrees, that: (i) the
credit facilities provided for hereunder and any related arranging or other
services in connection therewith (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document) are an
arm's-length commercial transaction between the Borrowers, the other Loan
Parties and their respective Affiliates, on the one hand, and the Administrative
Agent and the Arranger, on the other hand, and the Borrowers and the other Loan
Parties are capable of evaluating and understanding and understand and accept
the terms, risks and conditions of the transactions contemplated hereby and by
the other Loan Documents (including any amendment, waiver or other modification
hereof or thereof); (ii) in connection with the process leading to

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such transaction, the Administrative Agent and the Arranger each is and has been
acting solely as a principal and is not the financial advisor, agent or
fiduciary, for any of the Borrower, any other Loan Parties or any of their
respective Affiliates, stockholders, creditors or employees or any other Person;
(iii) neither the Administrative Agent nor the Arranger has assumed or will
assume an advisory, agency or fiduciary responsibility in favor of any Borrower
or any other Loan Party with respect to any of the transactions contemplated
hereby or the process leading thereto, including with respect to any amendment,
waiver or other modification hereof or of any other Loan Document (irrespective
of whether the Administrative Agent or the Arranger has advised or is currently
advising any of the Borrowers, the other Loan Parties or their respective
Affiliates on other matters) and neither the Administrative Agent nor the
Arranger has any obligation to any of the Borrowers, the other Loan Parties or
their respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan
Documents; (iv) the Administrative Agent and the Arranger and their respective
Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Borrowers, the other Loan Parties and
their respective Affiliates, and neither the Administrative Agent nor the
Arranger has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship; and (v) the Administrative Agent and
the Arranger have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated
hereby (including any amendment, waiver or other modification hereof or of any
other Loan Document) and each Borrower and each other Loan Party has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate. Each Borrower and each other Loan Party hereby waives and
releases, to the fullest extent permitted by law, any claims that it may have
against the Administrative Agent and the Arranger with respect to any breach or
alleged breach of agency or fiduciary duty.

      10.17 USA PATRIOT ACT NOTICE.

      Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of each of the
Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance
with the Act.

      10.18 JUDGMENT CURRENCY.

      If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document in one currency into
another currency, the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which
final judgment is given. The obligation of each Borrower in respect of any such
sum due from it to the Administrative Agent or the Lenders hereunder or under
the other Loan Documents shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than that in which such sum is denominated in
accordance with the

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applicable provisions of this Agreement (the "Agreement Currency"), be
discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from any Borrower in the Agreement Currency, such Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to
such Borrower (or to any other Person who may be entitled thereto under
applicable law).

                                   ARTICLE XI
                                    GUARANTY

      11.01 THE GUARANTY.

      (a) Each of the Domestic Guarantors hereby jointly and severally
guarantees to each Lender and the Administrative Agent and each Lender and each
Affiliate of a Lender that enters into a Swap Contract, as primary obligor and
not as surety, the prompt payment of the Obligations in full when due (whether
at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) strictly in accordance with the terms
thereof. The Domestic Guarantors hereby further agree that if any of the
Obligations are not paid in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Domestic Guarantors will, jointly and severally, promptly pay
the same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Obligations, the same will
be promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.

      (b) Each of the Foreign Guarantors hereby severally guarantees to each
Lender and the Administrative Agent and each Lender and each Affiliate of a
Lender that enters into a Swap Contract, as primary obligor and not as surety,
the prompt payment of the Foreign Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
Each of the Foreign Guarantors hereby further agrees that if any of such
obligations are not paid in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Foreign Guarantors will, severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of such obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal. Notwithstanding the
foregoing, a Foreign Guarantor shall not be required to guarantee any Obligation
if, in the good faith judgment of the Borrower, doing so would give rise to an
adverse tax consequence under Section 965 of the Code.

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<PAGE>

      (c) Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents or Swap Contracts, the obligations of each
Guarantor (in its capacity as such) under this Agreement and the other Loan
Documents shall be limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under the Debtor
Relief Laws or any comparable provisions of any applicable Law.

      11.02 OBLIGATIONS UNCONDITIONAL.

      (a) The obligations of the Domestic Guarantors under Section 11.01 are
joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents
or Swap Contracts, or any other agreement or instrument referred to therein, or
any substitution, compromise, release, impairment or exchange of any other
guarantee of or security for any of the Obligations, and, to the fullest extent
permitted by applicable Law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 11.02 that the
obligations of the Domestic Guarantors hereunder shall be absolute and
unconditional under any and all circumstances. Each Domestic Guarantor agrees
that such Guarantor shall have no right of subrogation, indemnity, reimbursement
or contribution against the Borrowers or any other Guarantor for amounts paid
under this Article XI until such time as the Obligations have been irrevocably
paid in full and the commitments relating thereto have expired or terminated.

      (b) The obligations of the Foreign Guarantors under Section 11.01 are
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts, or any other agreement or instrument referred to therein, or any
substitution, compromise, release, impairment or exchange of any other guarantee
of or security for any of the Foreign Obligations, and, to the fullest extent
permitted by applicable Law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 11.02 that the
obligations of the Foreign Guarantors hereunder shall be absolute and
unconditional under any and all circumstances. Each of the Foreign Guarantors
agrees that such Guarantor shall have no right of subrogation, indemnity,
reimbursement or contribution against the Foreign Borrowers or any other Foreign
Guarantor for amounts paid under this Article XI until such time as the Foreign
Obligations have been irrevocably paid in full and the commitments relating
thereto have expired or terminated.

      (c) Without limiting the generality of the foregoing subsections (a) and
(b), it is agreed that, to the fullest extent permitted by Law, the occurrence
of any one or more of the following shall not alter or impair the liability of
any Guarantor hereunder, which shall remain absolute and unconditional as
described above:

            (i) at any time or from time to time, without notice to any
      Guarantor, the time for any performance of or compliance with any of the
      Obligations shall be extended, or such performance or compliance shall be
      waived;

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<PAGE>

            (ii) any of the acts mentioned in any of the provisions of any of
      the Loan Documents, any Swap contract between any Loan Party and any
      Lender, or any Affiliate of a Lender or any other agreement or instrument
      referred to therein shall be done or omitted;

            (iii) the maturity of any of the Obligations shall be accelerated,
      or any of the Obligations shall be modified, supplemented or amended in
      any respect, or any right under any of the Loan Documents, any Swap
      Contract between any Loan Party and any Lender, or any Affiliate of a
      Lender or any other agreement or instrument referred to therein shall be
      waived or any other guarantee of any of the Obligations or any security
      therefor shall be released, impaired or exchanged in whole or in part or
      otherwise dealt with;

            (iv) any Lien granted to, or in favor of, the Administrative Agent
      or any holder of the Obligations as security for any of the Obligations
      shall fail to attach or be perfected; or

            (v) any of the Obligations shall be determined to be void or
      voidable (including for the benefit of any creditor of any Guarantor) or
      shall be subordinated to the claims of any Person (including any creditor
      of any Guarantor).

      (d) With respect to its obligations hereunder, each Guarantor hereby
expressly waives diligence, presentment, demand of payment, protest, notice of
acceptance of the guaranty given hereby and of extensions of credit that may
constitute obligations guaranteed hereby, notices of amendments, waivers,
consents and supplements to the Loan Documents, any Swap Contract between any
Loan Party and any Lender, or any Affiliate of a Lender, or the compromise,
release or exchange of collateral or security, and all other notices whatsoever,
and any requirement that the Administrative Agent or any holder of the
Obligations exhaust any right, power or remedy or proceed against any Person
under any of the Loan Documents or any other documents relating to the
Obligations or any other agreement or instrument referred to therein, or against
any other Person under any other guarantee of, or security for, any of the
Obligations.

      11.03 REINSTATEMENT.

      Neither the Guarantors' obligations hereunder nor any remedy for the
enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by an impairment, modification, change, release or limitation
of the liability of the Borrowers, by reason of any Borrower's bankruptcy or
insolvency or by reason of the invalidity or unenforceability of all or any
portion of the Obligations. In addition:

            (a) The obligations of each Domestic Guarantor under this Article XI
      shall be automatically reinstated if and to the extent that for any reason
      any payment by or on behalf of any Person in respect of the Obligations is
      rescinded or must be otherwise restored by any holder of any of the
      Obligations, whether as a result of any Debtor Relief Law or otherwise,
      and each Domestic Guarantor agrees that it will indemnify the
      Administrative Agent and each holder of the Obligations on demand for all
      reasonable costs and expenses (including reasonable attorneys' fees and
      disbursements) incurred by the Administrative Agent or such holder of the
      Obligations in connection with such rescission or restoration, including
      any such costs and expenses incurred in defending against any claim
      alleging that such

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<PAGE>

      payment constituted a preference, fraudulent transfer or similar payment
      under any Debtor Relief Law.

            (b) The obligations of each Foreign Guarantor under this Article XI
      shall be automatically reinstated if and to the extent that for any reason
      any payment by or on behalf of any Person in respect of the Foreign
      Obligations is rescinded or must be otherwise restored by any holder of
      any of the Foreign Obligations, whether as a result of any Debtor Relief
      Law or otherwise, and each of the Foreign Guarantors agrees that it will
      indemnify the Administrative Agent and each holder of the Foreign
      Obligations on demand for all reasonable costs and expenses (including
      reasonable attorneys' fees and disbursements) incurred by the
      Administrative Agent or such holder of the Obligations in connection with
      such rescission or restoration, including any such costs and expenses
      incurred in defending against any claim alleging that such payment
      constituted a preference, fraudulent transfer or similar payment under any
      Debtor Relief Law.

      11.04 CERTAIN WAIVERS.

      Each Guarantor acknowledges and agrees that (a) the guaranty given hereby
may be enforced without the necessity of resorting to or otherwise exhausting
remedies in respect of any other security or collateral interests, and without
the necessity at any time of having to take recourse against the Borrowers
hereunder or against any collateral securing the Obligations or otherwise, (b)
it will not assert any right to require the action first be taken against the
Borrowers or any other Person (including any co-guarantor) or pursuit of any
other remedy or enforcement any other right, (c) it will not assert any defenses
(i) with respect to any change in the corporate existence or structure of any
Borrower, (ii) with respect to any Law of any jurisdiction or any event
affecting any term of the obligations of each Guarantor under this Article XI or
(iii) as a result or related to any other circumstance that might constitute a
defense of any Borrower or any Guarantor, (d) it will not assert any claims or
set-off rights that such Guarantor may have and (e) nothing contained herein
shall prevent or limit action being taken against the Borrowers hereunder, under
the other Loan Documents or the other documents and agreements relating to the
Obligations or from foreclosing on any security or collateral interests relating
hereto or thereto, or from exercising any other rights or remedies available in
respect thereof, if neither the Borrowers nor the Guarantors shall timely
perform their obligations, and the exercise of any such rights and completion of
any such foreclosure proceedings shall not constitute a discharge of the
Guarantors' obligations hereunder unless as a result thereof, the Obligations
shall have been paid in full and the commitments relating thereto shall have
expired or terminated, it being the purpose and intent that the Guarantors'
obligations hereunder be absolute, irrevocable, independent and unconditional
under all circumstances. Each Guarantor agrees that such Guarantor shall have no
right of recourse to security for the Obligations, except through the exercise
of rights of subrogation pursuant to Section 11.02 and through the exercise of
rights of contribution pursuant to Section 11.06.

      11.05 REMEDIES.

      (a) The Domestic Guarantors agree that, to the fullest extent permitted by
Law, as between the Domestic Guarantors, on the one hand, and holders of the
Obligations, on the other

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hand, the Obligations may be declared to be forthwith due and payable as
provided in Section 8.02 (and shall be deemed to have become automatically due
and payable in the circumstances specified in Section 8.02) for purposes of
Section 11.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or preventing the Obligations from becoming
automatically due and payable) as against any other Person and that, in the
event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Domestic
Guarantors for purposes of Section 11.01.

      (b) Each of the Foreign Guarantors agrees that, to the fullest extent
permitted by Law, as between the Foreign Guarantors, on the one hand, and the
holders of the Foreign Obligations, on the other hand, the Foreign Obligations
may be declared to be forthwith due and payable as provided in Section 8.02 (and
shall be deemed to have become automatically due and payable in the
circumstances provided in Section 8.02) for purposes of Section 11.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Foreign Obligations from becoming automatically
due and payable) as against any other Person and that, in the event of such
declaration (or the Foreign Obligations being deemed to have become
automatically due and payable), the Foreign Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by the
Foreign Guarantors for purposes of Section 11.01.

      11.06 RIGHTS OF CONTRIBUTION.

      (a) The Domestic Guarantors hereby agree as among themselves that, in
connection with payments made hereunder, each Domestic Guarantor shall have a
right of contribution from each other Domestic Guarantor in accordance with
applicable Law. Such contribution rights shall be subordinate and subject in
right of payment to the Obligations until such time as the Obligations have been
irrevocably paid in full and the commitments relating thereto shall have expired
or been terminated, and none of the Domestic Guarantors shall exercise any such
contribution rights until the Obligations have been irrevocably paid in full and
the commitments relating thereto shall have expired or been terminated.

      (b) The Foreign Guarantors hereby agree as among themselves that, in
connection with payments made hereunder, each of the Foreign Guarantors shall
have a right of contribution from each other Guarantor in accordance with
applicable Law. Such contribution rights shall be subordinate and subject in
right of payment to the Obligations until such time as the Obligations have been
irrevocably paid in full and the commitments relating thereto shall have expired
or been terminated, and none of the Foreign Guarantors shall exercise any such
contribution rights until the Obligations have been irrevocably paid in full and
the commitments relating thereto shall have expired or been terminated.

      11.07 GUARANTY OF PAYMENT; CONTINUING GUARANTEE.

      (a) The guarantee given by the Domestic Guarantors in this Article XI is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Obligations whenever arising.

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<PAGE>

      (b) The guarantee given by the Foreign Guarantors in this Article XI is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Foreign Obligations whenever arising.

                                      123
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

BORROWER:                  BARR LABORATORIES, INC.,
                           a Delaware corporation

                           By:     Paul M. Bisaro
                                   -------------------------------------
                           Name:   Paul M. Bisaro
                                   -------------------------------------
                           Title:  President and Chief Operating Officer
                                   -------------------------------------

DOMESTIC GUARANTORS:       BARR PHARMACEUTICALS, INC.,
                           a Delaware corporation

                           By:     Paul M. Bisaro
                                   -------------------------------------
                           Name:   Paul M. Bisaro
                                   -------------------------------------
                           Title:  President and Chief Operating Officer
                                   -------------------------------------

                           BARR DISTRIBUTION COMPANY,
                           a Delaware corporation

                           By:     Paul M. Bisaro
                                   -------------------------------------
                           Name:   Paul M. Bisaro
                                   -------------------------------------
                           Title:  President
                                   -------------------------------------


                           DURAMED PHARMACEUTICALS, INC.,
                           a Delaware corporation

                           By:     Fred Wilkinson
                                   -------------------------------------
                           Name:   Fred Wilkinson
                                   -------------------------------------
                           Title:  President
                                   -------------------------------------
<PAGE>

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

                           By:     Angela Lau
                                   --------------------------
                           Name:   Angela Lau
                                   --------------------------
                           Title:  Assistant Vice President
                                   --------------------------

                           BANK OF AMERICA, N.A., as a Lender, L/C Issuer and
                           Swing Line Lender

                           By:     Richard C. Hardison
                                   --------------------------
                           Name:   Richard C. Hardison
                                   --------------------------
                           Title:  Vice President
                                   --------------------------