<PAGE>

                                                                    EXHIBIT 10.1

                                                                  CONFORMED COPY

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                                  $117,500,000

                                CREDIT AGREEMENT

                                      AMONG

                            SEROLOGICALS CORPORATION,
                                  AS BORROWER,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

                                UBS WARBURG LLC,
                                  AS ARRANGER,

                                       AND

                            UBS AG, STAMFORD BRANCH,
                             AS ADMINISTRATIVE AGENT

                            DATED AS OF APRIL 7, 2003

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                  <C>
SECTION 1. DEFINITIONS...........................................................................................      1
         1.1      Defined Terms..................................................................................      1
         1.2      Other Definitional Provisions..................................................................     24
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.......................................................................     25
         2.1      Term Loan Commitments..........................................................................     25
         2.2      Procedure for Term Loan Borrowing..............................................................     25
         2.3      Repayment of Term Loans........................................................................     25
         2.4      Revolving Credit Commitments...................................................................     26
         2.5      Procedure for Revolving Credit Borrowing.......................................................     26
         2.6      Repayment of Loans; Evidence of Debt...........................................................     27
         2.7      Commitment Fees, etc...........................................................................     28
         2.8      Termination or Reduction of Revolving Credit Commitments.......................................     28
         2.9      Optional Prepayments...........................................................................     28
         2.10     Mandatory Prepayments..........................................................................     29
         2.11     Conversion and Continuation Options............................................................     30
         2.12     Minimum Amounts and Maximum Number of Eurodollar Tranches......................................     30
         2.13     Interest Rates and Payment Dates...............................................................     30
         2.14     Computation of Interest and Fees...............................................................     31
         2.15     Inability to Determine Interest Rate...........................................................     31
         2.16     Pro Rata Treatment and Payments................................................................     32
         2.17     Requirements of Law............................................................................     34
         2.18     Taxes..........................................................................................     35
         2.19     Indemnity......................................................................................     37
         2.20     Illegality.....................................................................................     37
         2.21     Change of Lending Office.......................................................................     37
         2.22     Replacement of Lenders under Certain Circumstances.............................................     38
SECTION 3. LETTERS OF CREDIT.....................................................................................     38
         3.1      L/C Commitment.................................................................................     38
         3.2      Procedure for Issuance of Letter of Credit.....................................................     39
         3.3      Fees and Other Charges.........................................................................     39
         3.4      L/C Participations.............................................................................     40
         3.5      Reimbursement Obligation of the Borrower.......................................................     40
         3.6      Obligations Absolute...........................................................................     41
         3.7      Letter of Credit Payments......................................................................     42
         3.8      Applications...................................................................................     42
SECTION 4. REPRESENTATIONS AND WARRANTIES........................................................................     42
         4.1      Financial Condition............................................................................     42
         4.2      No Change......................................................................................     43
         4.3      Corporate Existence; Compliance with Law.......................................................     43
         4.4      Corporate Power; Authorization; Enforceable Obligations........................................     44
         4.5      No Legal Bar...................................................................................     44
         4.6      No Material Litigation.........................................................................     44
         4.7      No Default.....................................................................................     44
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         4.8      Ownership of Property; Liens...................................................................     45
         4.9      Intellectual Property..........................................................................     45
         4.10     Taxes..........................................................................................     45
         4.11     Federal Regulations............................................................................     45
         4.12     Labor Matters..................................................................................     45
         4.13     ERISA..........................................................................................     45
         4.14     Investment Company Act; Other Regulations......................................................     46
         4.15     Subsidiaries...................................................................................     46
         4.16     Use of Proceeds................................................................................     46
         4.17     Environmental Matters..........................................................................     46
         4.18     Accuracy of Information, etc...................................................................     48
         4.19     Security Documents.............................................................................     48
         4.20     Solvency.......................................................................................     49
         4.21     Regulation H...................................................................................     49
         4.22     Deposit Accounts and Securities Accounts.......................................................     49
         4.23     Inactive Subsidiaries..........................................................................     49
SECTION 5. CONDITIONS PRECEDENT..................................................................................     49
         5.1      Conditions to Initial Extension of Credit......................................................     49
         5.2      Conditions to Each Extension of Credit.........................................................     53
SECTION 6. AFFIRMATIVE COVENANTS.................................................................................     54
         6.1      Financial Statements...........................................................................     54
         6.2      Certificates; Other Information................................................................     55
         6.3      Payment of Obligations.........................................................................     56
         6.4      Conduct of Business and Maintenance of Existence, etc..........................................     56
         6.5      Maintenance of Property; Insurance.............................................................     56
         6.6      Inspection of Property; Books and Records; Discussions.........................................     57
         6.7      Notices........................................................................................     57
         6.8      Environmental Laws.............................................................................     57
         6.9      Interest Rate Protection.......................................................................     58
         6.10     Additional Collateral, etc.....................................................................     58
         6.11     Further Assurances.............................................................................     60
         6.12     Dissolution of Inactive Subsidiaries...........................................................     60
SECTION 7. NEGATIVE COVENANTS....................................................................................     61
         7.1      Financial Condition Covenants..................................................................     61
         7.2      Limitation on Indebtedness.....................................................................     63
         7.3      Limitation on Liens............................................................................     64
         7.4      Limitation on Fundamental Changes..............................................................     65
         7.5      Limitation on Disposition of Property..........................................................     66
         7.6      Limitation on Restricted Payments..............................................................     66
         7.7      Limitation on Capital Expenditures.............................................................     67
         7.8      Limitation on Investments......................................................................     67
         7.9      Limitation on Modifications of Charter Documents...............................................     68
         7.10     Limitation on Transactions with Affiliates.....................................................     68
         7.11     Limitation on Sales and Leasebacks.............................................................     68
         7.12     Limitation on Changes in Fiscal Periods........................................................     68
         7.13     Limitation on Negative Pledge Clauses..........................................................     68
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         7.14     Limitation on Restrictions on Subsidiary Distributions.........................................     69
         7.15     Limitation on Lines of Business................................................................     69
         7.16     Limitation on Amendments to Acquisition Documentation..........................................     69
         7.17     Limitation on Hedge Agreements.................................................................     69
         7.18     Inactive Subsidiaries..........................................................................     69
SECTION 8. EVENTS OF DEFAULT.....................................................................................     69
SECTION 9. THE ADMINISTRATIVE AGENT..............................................................................     72
         9.1      Appointment....................................................................................     72
         9.2      Delegation of Duties...........................................................................     73
         9.3      Exculpatory Provisions.........................................................................     73
         9.4      Reliance by Administrative Agent...............................................................     73
         9.5      Notice of Default..............................................................................     73
         9.6      Non-Reliance on Administrative Agent and Other Lenders.........................................     74
         9.7      Indemnification................................................................................     74
         9.8      Administrative Agent in Its Individual Capacity................................................     75
         9.9      Successor Administrative Agent.................................................................     75
         9.10     Authorization to Release Liens and Guarantees..................................................     75
         9.11     The Arranger...................................................................................     75
         9.12     The Administrative Agent and the Secured Parties...............................................     76
SECTION 10. MISCELLANEOUS........................................................................................     76
         10.1     Amendments and Waivers.........................................................................     76
         10.2     Notices........................................................................................     78
         10.3     No Waiver; Cumulative Remedies.................................................................     79
         10.4     Survival of Representations and Warranties.....................................................     79
         10.5     Payment of Expenses............................................................................     79
         10.6     Successors and Assigns; Participations and Assignments.........................................     80
         10.7     Adjustments; Set-off...........................................................................     83
         10.8     Counterparts...................................................................................     84
         10.9     Severability...................................................................................     84
         10.10    Integration....................................................................................     84
         10.11    GOVERNING LAW..................................................................................     84
         10.12    Submission To Jurisdiction; Waivers............................................................     84
         10.13    Acknowledgments................................................................................     85
         10.14    Confidentiality................................................................................     85
         10.15    Release of Collateral and Guarantee Obligations................................................     86
         10.16    Accounting Changes.............................................................................     86
         10.17    Delivery of Lender Addenda.....................................................................     87
         10.18    WAIVERS OF JURY TRIAL..........................................................................     87
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                 <C>
ANNEXES:

A                   Pricing Grid
B                   Existing Letter of Credit

SCHEDULES:

1.1                 Mortgaged Property
4.4                 Consents, Authorizations, Filings and Notices
4.15                Subsidiaries
4.17(a)             Environmental Matters
4.19(a)-1           UCC Filing Jurisdictions
4.19(a)-2           UCC Financing Statements to Remain on File
4.19(a)-3           UCC Financing Statements to be Terminated
4.19(b)             Mortgage Filing Jurisdictions
4.22                Deposit Accounts and Securities Accounts
7.2(d)              Existing Indebtedness
7.3(f)              Existing Liens
7.8(f)              Existing Investments

EXHIBITS:

A                   Form of Guarantee and Collateral Agreement
B                   Form of Compliance Certificate
C                   Form of Closing Certificate
D                   Form of Mortgage
E                   Form of Assignment and Acceptance
F                   Form of Legal Opinion of King & Spalding LLP
G-1                 Form of Term Note
G-2                 Form of Revolving Credit Note
H                   Form of Borrowing Notice
I                   Form of Exemption Certificate
J                   Form of Lender Addendum
</TABLE>

                                       iv

<PAGE>

                  CREDIT AGREEMENT, dated as of April 7, 2003, among
SEROLOGICALS CORPORATION, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions or entities from time to time parties to
this Agreement (the "Lenders"), UBS WARBURG LLC, as sole advisor, sole arranger
and sole bookrunner (in such capacity, the "Arranger"), and UBS AG, STAMFORD
BRANCH, as administrative agent (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:

                  WHEREAS, the Borrower intends to acquire (the "Acquisition"),
either directly or through a wholly-owned subsidiary, all of the outstanding
capital stock of each of Chemicon International, Inc., a California corporation
("Chemicon Inc."), and Chemicon Europe Ltd, a company organized under the laws
of England and Wales ("Chemicon Ltd");

                  WHEREAS, the Lenders are willing to make such credit
facilities available upon and subject to the terms and conditions hereinafter
set forth;

                  NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, the parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

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

                  "ABRA": the American Blood Resources Association (or any
successor).

                  "Acquisition": as defined in the recitals hereto.

                  "Acquisition Agreement": the collective reference to (a) the
Securities Purchase Agreement and (b) the European Purchase Agreement, each
dated as of February 11, 2003, between Serologicals Research Products, Inc., a
Delaware corporation, and Falcon International Investment Holdings, LLC, a
Delaware limited liability company, as the same may be amended, supplemented or
otherwise modified from time to time as permitted pursuant to Section 5.1(b) or
Section 7.16, as the case may be.

                  "Acquisition Documentation": collectively, the Acquisition
Agreement and all schedules, exhibits, annexes and amendments thereto and all
side letters and agreements affecting the terms thereof or entered into in
connection therewith, in each case, as amended, supplemented or otherwise
modified from time to time.

                  "Adjustment Date": as defined in the Pricing Grid.

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

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 10% or

<PAGE>

                                                                               2

more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of such Person or (b) direct
or cause the direction of the management and policies of such Person, whether by
contract or otherwise.

                  "Aggregate Exposure": with respect to any Lender at any time,
an amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the
amount of such Lender's Revolving Credit Commitment then in effect or, if the
Revolving Credit Commitments have been terminated, the amount of such Lender's
Revolving Extensions of Credit then outstanding.

                  "Aggregate Exposure Percentage": with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the sum of the Aggregate Exposures of all Lenders at
such time.

                  "Agreement": this Credit Agreement, as amended, amended and
restated, supplemented or otherwise modified from time to time.

                  "Applicable Margin": for each Type of Loan under each
Facility, the rate per annum set forth opposite such Facility under the relevant
column heading below:

<TABLE>
<CAPTION>
                              Base Rate     Eurodollar
                                Loans         Loans
                              ---------     ----------
<S>                           <C>           <C>
Revolving Credit Facility       2.75%         3.75%
Term Loan Facility              3.25%         4.25%
</TABLE>

provided that, on and after the first Adjustment Date occurring 12 months after
the Closing Date, the Applicable Margins with respect to Revolving Credit Loans
will be determined pursuant to the Pricing Grid.

                  "Application": an application, in such form as the relevant
Issuing Lender may specify from time to time, requesting such Issuing Lender to
issue a Letter of Credit.

                  "Arranger": as defined in the preamble hereto.

                  "Asset Sale": any Disposition of Property or series of related
Dispositions of Property (excluding any such Disposition permitted by clause
(a), (b), (c) or (d) of Section 7.5) which yields gross proceeds to the Borrower
or any of its Subsidiaries (valued at the initial principal amount thereof in
the case of non-cash proceeds consisting of notes or other debt securities and
valued at fair market value in the case of other non-cash proceeds) in excess of
$2,000,000.

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

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

<PAGE>

                                                                               3

                  "Available Revolving Credit Commitment": with respect to any
Revolving Credit Lender at any time, an amount equal to the excess, if any, of
(a) such Lender's Revolving Credit Commitment then in effect over (b) such
Lender's Revolving Extensions of Credit then outstanding.

                  "Base Rate": for any day, a rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime
Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective as of the
opening of business on the effective day of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

                  "Base Rate Loans": Loans for which the applicable rate of
interest is based upon the Base Rate.

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

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

                  "Borrower": as defined in the preamble hereto.

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

                  "Borrowing Notice": with respect to any request for borrowing
of Loans hereunder, a notice from the Borrower, substantially in the form of,
and containing the information prescribed by, Exhibit H, delivered to the
Administrative Agent.

                  "Business Day": (a) for all purposes other than as covered by
clause (b) below, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close and
(b) with respect to all notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (a) and which is also a day for trading by and
between banks in Dollar deposits in the interbank eurodollar market.

                  "Capital Expenditures": for any period, with respect to any
Person, the aggregate of all expenditures by such Person for the acquisition or
leasing (pursuant to a capital lease) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period) which are required to be capitalized under GAAP on a balance sheet
of such Person, provided that such term does not include (a) expenditures for
any Permitted Acquisition and (b) up to $27,000,000 of expenditures incurred by
December 31, 2004 for the construction of the facility in Lawrence, Kansas,
owned by the Borrower or one of its Subsidiaries (of which not more than
$24,000,000 may be expended in the Borrower's fiscal year ending December 31,
2003).

                  "Capital Lease Obligations": with respect to any Person, the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right

<PAGE>

                                                                               4

to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP; and, for the purposes of this Agreement, the
amount of such obligations at any time shall be the capitalized amount thereof
at such time determined in accordance with GAAP.

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

                  "Cash Equivalents": (a) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States of America or any state thereof having combined
capital and surplus of not less than $500,000,000; (c) commercial paper of an
issuer rated at least A-2 by Standard & Poor's Ratings Services ("S&P") or P-2
by Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent rating
by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements
of clause (b) of this definition, having a term of not more than 30 days with
respect to securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; and (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition.

                  "Change of Control": the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) shall become, or obtain rights (whether by means or warrants, options or
otherwise) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than 30% of the
outstanding common stock of the Borrower; or (b) the board of directors of the
Borrower shall cease to consist of a majority of Continuing Directors.

                  "Chemicon Australia": Chemicon Australia Pty Ltd, an
Australian company and a wholly-owned Subsidiary of Chemicon Inc.

                  "Chemicon Inc.": as defined in the recitals hereto.

<PAGE>

                                                                               5

                  "Chemicon Ltd": as defined in the recitals hereto.

                  "Closing Date": the date on which the conditions precedent set
forth in Section 5.1 shall have been satisfied, which date shall be not later
than April 30, 2003.

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

                  "Collateral": all Property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Commitment": with respect to any Lender, each of the Term
Loan Commitment and the Revolving Credit Commitment of such Lender.

                  "Commitment Fee Rate": 0.75%, per annum; provided that, on and
after the first Adjustment Date occurring 12 months after the Closing Date, the
Commitment Fee Rate will be determined pursuant to the Pricing Grid.

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

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

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated March 2003 and furnished to the initial Lenders in
connection with the syndication of the Facilities.

                  "Consolidated Current Assets": of any Person at any date, all
amounts (other than cash and Cash Equivalents) that would, in conformity with
GAAP, be set forth opposite the caption "total current assets" (or any like
caption) on a consolidated balance sheet of such Person and its Subsidiaries at
such date.

                  "Consolidated Current Liabilities": of any Person at any date,
all amounts that would, in conformity with GAAP, be set forth opposite the
caption "total current liabilities" (or any like caption) on a consolidated
balance sheet of such Person and its Subsidiaries at such date, but excluding,
with respect to the Borrower, (a) the current portion of any Funded Debt of the
Borrower and its Subsidiaries and (b), without duplication, all Indebtedness
consisting of Revolving Credit Loans, to the extent otherwise included therein.

                  "Consolidated EBITDA": of any Person for any period,
Consolidated Net Income of such Person and its Subsidiaries for such period
plus, without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) income
tax, franchise tax and net worth expense (including all single business tax
expenses imposed by state law), (b) Consolidated Interest Expense of such Person
and its Subsidiaries, amortization or writeoff of debt discount and debt
issuance costs and commissions, discounts, capitalized interest, deferred
financing costs and other fees and charges associated with

<PAGE>

                                                                               6

Indebtedness, (c) depreciation and amortization expense, (d) amortization of
intangibles (including, but not limited to, goodwill) and organization costs,
(e) any extraordinary, unusual or non-recurring expenses or losses (including,
whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, losses on sales of assets outside of
the ordinary course of business), provided that the amounts referred to in this
clause (e) (i) shall be cash expenses or losses or, if non-cash, shall be
reasonably be expected to result in a cash payment in a subsequent fiscal
quarter and (ii) shall not, in the aggregate, exceed (A) $3,000,000 in the
Borrower's fiscal year ending December 31, 2003 and (B) $2,000,000 in any fiscal
year of the Borrower thereafter, (f) non-cash expenses during such period
resulting from the grant of stock options or other equity interests to
management and employees, (g) fees and expenses in connection with the
Acquisition and the Facilities that are expensed during such period and (h) any
other non-cash charges, and minus, to the extent included in the statement of
such Consolidated Net Income for such period, (a) the sum of (i) interest income
(except to the extent deducted in determining Consolidated Interest Expense),
(ii) any extraordinary, unusual or non-recurring income or gains (including,
whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside of
the ordinary course of business), (iii) any other non-cash income and (iv)
income tax credits (to the extent not netted from income tax expense), and (b)
any cash payments made during such period in respect of items described in
clause (h) above subsequent to the fiscal quarter in which the relevant non-cash
charges were reflected as a charge in the statement of Consolidated Net Income,
all as determined on a consolidated basis; provided that, for purposes of
calculating the financial condition covenants set forth in Section 7.1 for any
period of four consecutive fiscal quarters ending on or before March 31, 2004,
(i) Consolidated EBITDA for the fiscal quarters ended June 30, 2002, September
30, 2002 and December 31, 2002 shall be deemed to be $10,370,000, $9,290,000 and
$11,350,000, respectively, and (ii) Consolidated EBITDA for the fiscal quarter
ending March 31, 2003 shall be calculated after giving pro forma effect to the
Acquisition, the incurrence of the Indebtedness hereunder on the Closing Date
and the repayment of the Indebtedness contemplated hereby on the Closing Date as
if the same had occurred on the first day of such fiscal quarter.

                  "Consolidated EBITDAR": for any period, Consolidated EBITDA
for such period plus, without duplication, Consolidated Lease Expense for such
period.

                  "Consolidated Fixed Charge Coverage Ratio": for any period,
the ratio of (a) Consolidated EBITDAR of the Borrower and its Subsidiaries for
such period to (b) Consolidated Fixed Charges for such period.

                  "Consolidated Fixed Charges": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense of the Borrower and its
Subsidiaries for such period, (b) provision for cash income taxes made by the
Borrower or any of its Subsidiaries on a consolidated basis in respect of such
period, (c) scheduled payments made during such period on account of principal
of Indebtedness of the Borrower or any of its Subsidiaries (including scheduled
principal payments in respect of the Term Loans), (d) Consolidated Lease Expense
for such period and (e) the aggregate amount actually paid by the Borrower and
its Subsidiaries in cash during such period on account of Capital Expenditures;
provided that, for purposes of calculating the Consolidated Fixed Charge
Coverage Ratio for any period of four consecutive fiscal quarters ending on or
before March 31, 2004, (i) the foregoing amounts shall be calculated

<PAGE>

                                                                               7

after giving pro forma effect to the Acquisition, the incurrence of the
Indebtedness hereunder on the Closing Date and the repayment of the Indebtedness
contemplated hereby on the Closing Date as if the same had occurred at the
beginning of the applicable four-quarter period and (ii) Consolidated Fixed
Charges of the Borrower and its Subsidiaries shall be deemed to equal (A) in the
case of the fiscal quarter ending June 30, 2003, Consolidated Fixed Charges for
such fiscal quarter and for the immediately preceding fiscal quarter multiplied
by 2 and (B) in the case of the fiscal quarter ending September 30, 2003,
Consolidated Fixed Charges for such fiscal quarter and for the immediately two
preceding fiscal quarters multiplied by 4/3.

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

                  "Consolidated Interest Expense": of any Person for any period,
total cash interest expense (including that attributable to Capital Lease
Obligations) of such Person and its Subsidiaries for such period with respect to
all outstanding Indebtedness of such Person and its Subsidiaries (including,
without limitation, all commissions, discounts and other fees and charges owed
by such Person with respect to letters of credit and bankers' acceptance
financing and net costs of such Person under Hedge Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP; provided that, for purposes of calculating the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters ending on or before March 31, 2004, (a) such amount shall be calculated
after giving pro forma effect to the Acquisition, the incurrence of the
Indebtedness hereunder on the Closing Date and the repayment of the Indebtedness
contemplated hereby on the Closing Date as if the same had occurred at the
beginning of the applicable four-quarter period and (b) Consolidated Interest
Expense of the Borrower and its Subsidiaries shall be deemed to equal (i) in the
case of the fiscal quarter ending June 30, 2003, Consolidated Interest Expense
for such fiscal quarter and for the immediately preceding fiscal quarter
multiplied by 2 and (B) in the case of the fiscal quarter ending September 30,
2003, Consolidated Interest Expense for such fiscal quarter and for the
immediately two preceding fiscal quarters multiplied by 4/3.

                  "Consolidated Lease Expense": for any period, the aggregate
amount of fixed and contingent rentals payable in cash by the Borrower and its
Subsidiaries for such period with respect to leases of real and personal
property, determined on a consolidated basis in accordance with GAAP (but
excluding amounts in respect of taxes, common area maintenance, insurance,
utility payments and similar items in the case of gross leases); provided that
(a) payments in respect of Capital Lease Obligations shall not constitute
Consolidated Lease Expense and (b) for purposes of calculating the Consolidated
EBITDAR for any period of four consecutive fiscal quarters ending on or before
March 31, 2004, (i) such amount shall be calculated after giving pro forma
effect to the Acquisition, the incurrence of the Indebtedness hereunder on the
Closing Date and the repayment of the Indebtedness contemplated hereby on the
Closing Date as if the same had occurred at the beginning of the applicable
four-quarter period and (ii) Consolidated Lease Expense of the Borrower and its
Subsidiaries shall be deemed to equal (A) in the case of the fiscal quarter
ending June 30, 2003, Consolidated Lease Expense for such fiscal quarter and for
the immediately preceding fiscal quarter multiplied by 2 and (B) in the case of
the fiscal quarter ending September 30, 2003, Consolidated Lease Expense for
such fiscal quarter and for the immediately two preceding fiscal quarters
multiplied by 4/3.

<PAGE>

                                                                               8

                  "Consolidated Leverage Ratio": as at the last day of any
period of four consecutive fiscal quarters of the Borrower, the ratio of (a)
Consolidated Total Debt on such day to (b) Consolidated EBITDA of the Borrower
and its Subsidiaries for such period; provided that for purposes of calculating
Consolidated EBITDA of the Borrower and its Subsidiaries for any period, (i) the
Consolidated EBITDA of any Person or business acquired by the Borrower or its
Subsidiaries during such period shall be included on a pro forma basis for such
period (assuming the consummation of such acquisition and the incurrence or
assumption of any Indebtedness in connection therewith occurred on the first day
of such period) if the consolidated balance sheet of such acquired Person and
its consolidated Subsidiaries or such business as at the end of the period
preceding the acquisition of such Person or such business and the related
consolidated statements of income and stockholders' equity and of cash flows for
the period in respect of which Consolidated EBITDA is to be calculated (x) have
been provided to the Administrative Agent and the Lenders prior to the date of
such acquisition and (y) either (1) have been reported on without a
qualification arising out of the scope of the audit by independent certified
public accountants acceptable to the Administrative Agent (such approval not to
be unreasonably withheld or delayed) or (2) have been found acceptable by the
Administrative Agent (such approval not to be unreasonably withheld or delayed)
and (ii) the Consolidated EBITDA of any Person or business Disposed of by the
Borrower or its Subsidiaries, or attributable to the assets sold in any Asset
Sale, during such period shall be excluded for such period (assuming the
consummation of such Disposition and the repayment of any Indebtedness in
connection therewith occurred on the first day of such period). The
Administrative Agent acknowledges and confirms that the requirements in the
foregoing clause (i) for pro forma inclusion of the Consolidated EBITDA of
Chemicon Inc. and Chemicon Ltd have been satisfied.

                  "Consolidated Net Income": of any Person for any period, the
consolidated net income (or loss) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; provided
that, in calculating Consolidated Net Income of the Borrower and its
consolidated Subsidiaries for any period, there shall be excluded (a) the income
(or deficit) of any Person accrued prior to the date it becomes a Subsidiary of
the Borrower or is merged into or consolidated with the Borrower or any of its
Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary
of the Borrower) in which the Borrower or any of its Subsidiaries has an
ownership interest, except to the extent that any such income is actually
received by the Borrower or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary of the
Borrower to the extent that the declaration or payment of dividends or similar
distributions by such Subsidiary is not at the time permitted by the terms of
any Contractual Obligation (other than under any Loan Document) or Requirement
of Law applicable to such Subsidiary.

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

                  "Consolidated Working Capital": at any date, the excess of (a)
Consolidated Current Assets of the Borrower on such date over (b) Consolidated
Current Liabilities of the Borrower on such date.

<PAGE>

                                                                               9

                  "Continuing Directors": the directors of the Borrower on the
Closing Date, after giving effect to the Acquisition and the other transactions
contemplated hereby, and each other director of the Borrower, if, in each case,
such other director's nomination for election to the board of directors of the
Borrower is recommended by at least 66-2/3% of the then Continuing Directors.

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

                  "Control Agreement": (a) with respect to each Deposit Account,
a control agreement, in form and substance reasonably satisfactory to the
Administrative Agent and duly executed and delivered by the Loan Party that is
the depositor in respect of such Deposit Account, the bank at which such Deposit
Account is maintained, and the Administrative Agent, providing (i) for the
Administrative Agent to have "control" (within the meaning of Section 9-104 of
the applicable Uniform Commercial Code) of such Deposit Account and (ii) that
the Administrative Agent will not exercise any remedies thereunder except during
the continuance of an Event of Default and (b) with respect to each Securities
Account, a control agreement, in form and substance reasonably satisfactory to
the Administrative Agent and duly executed and delivered by the Loan Party that
is the holder of the securities entitlements in respect of such Securities
Account, the securities intermediary at which such Securities Account is
maintained, and the Administrative Agent, providing (i) for the Administrative
Agent to have "control" (within the meaning of Section 9-106 of the applicable
Uniform Commercial Code) of such Securities Account and (ii) that the
Administrative Agent will not exercise any remedies thereunder except during the
continuance of an Event of Default.

                  "Control Investment Affiliate": as to any Person, any other
Person that (a) directly or indirectly, is in control of, is controlled by, or
is under common control with, such Person and (b) is organized by such Person
primarily for the purpose of making equity or debt investments in one or more
companies. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

                  "Default": any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Deposit Account": each "deposit account" (as defined in
Section 9-102 of the New York Uniform Commercial Code) in respect of which the
Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiary)
is the depositor.

                  "Derivatives Counterparty": as defined in Section 7.6.

                  "Designated Foreign Currencies": Australian dollars, Canadian
dollars, pounds sterling and euros.

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

<PAGE>

                                                                              10

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

                  "Dollar Equivalent": with respect to any amount in respect of
any Letter of Credit denominated in any Designated Foreign Currency, at any date
of determination thereof, an amount in Dollars equivalent to such amount
calculated on the basis of the Spot Rate of Exchange.

                  "Domestic Subsidiary": any Subsidiary of the Borrower
organized under the laws of any jurisdiction within the United States of
America.

                  "Donor Center": any location of the Borrower or any of its
Subsidiaries where such Person collects human blood plasma or other human
biological products or components.

                  "Earnout Assets": those assets acquired by the Borrower and
its Subsidiaries pursuant to the acquisition of Intergen in December 2001.

                  "Earnout Payments": those payments required to be made by the
Borrower to the previous partners of Intergen in connection with the sale of any
Earnout Assets as required by the terms of that certain Earnout Agreement, dated
as of December 13, 2001, among the Borrower and the previous partners of
Intergen.

                  "ECF Percentage": with respect to any fiscal year of the
Borrower, 75%; provided that, with respect to any fiscal year of the Borrower
ending on or after December 31, 2004, the ECF Percentage shall be 50% if the
Consolidated Leverage Ratio as of the last day of such fiscal year is not
greater than 1.5 to 1.0.

                  "Environmental Laws": any and all laws, rules, orders,
regulations, statutes, ordinances, guidelines, codes, decrees, or other legally
enforceable requirements (including, without limitation, common law) of any
international authority, foreign government, the United States, or any state,
local, municipal or other governmental authority, regulating, relating to or
imposing liability or standards of conduct concerning protection of the
environment or of human health (including, without limitation, those concerning
medical wastes, biohazardous materials and similar substances), or employee
health and safety, as has been, is now, or may at any time hereafter be, in
effect.

                  "Environmental Permits": any and all permits, licenses,
approvals, registrations, notifications, exemptions and other authorizations
required under any Environmental Law.

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

                  "Eurocurrency Reserve Requirements": for any day, the
aggregate (without duplication) of the maximum rates (expressed as a decimal
fraction) of reserve requirements in effect on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

<PAGE>

                                                                              11

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period, the rate per annum determined on the basis of the rate for
deposits in Dollars for a period equal to such Interest Period commencing on the
first day of such Interest Period appearing on Page 3750 of the Telerate screen
as of 11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period. In the event that such rate does not appear on Page 3750 of the
Telerate screen (or otherwise on such screen), the "Eurodollar Base Rate" for
purposes of this definition shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be
selected by the Administrative Agent.

                  "Eurodollar Loans": Loans for which the applicable rate of
interest is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
Interest Period, a rate per annum determined for such day in accordance with the
following formula (rounded upward to the nearest 1/100th of 1%):

                                    Eurodollar Base Rate
                          ________________________________________
                          1.00 - Eurocurrency Reserve Requirements

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

                  "Event of Default": any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                  "Excess Cash Flow": for any fiscal year of the Borrower, the
difference, if any, of (a) the sum, without duplication, of (i) Consolidated Net
Income for such fiscal year, (ii) the amount of all non-cash charges (including
depreciation and amortization) deducted in arriving at such Consolidated Net
Income, (iii) the amount of the decrease, if any, in Consolidated Working
Capital for such fiscal year, (iv) the aggregate net amount of non-cash loss on
the Disposition of Property by the Borrower and its Subsidiaries during such
fiscal year (other than sales of inventory in the ordinary course of business),
to the extent deducted in arriving at such Consolidated Net Income and (v) the
net increase during such fiscal year (if any) in deferred tax accounts of the
Borrower minus (b) the sum, without duplication, of (i) the amount of all
non-cash credits and other non-cash income included in arriving at such
Consolidated Net Income, (ii) the aggregate amount actually paid by the Borrower
and its Subsidiaries in cash during such fiscal year on account of Capital
Expenditures, Permitted Acquisitions, the construction of the facility in
Lawrence, Kansas, owned by the Borrower or one of its Subsidiaries and other
Investments expressly permitted by this Agreement (minus the principal amount of
Indebtedness incurred in connection with such expenditures and minus the amount
of any such expenditures financed with the proceeds of any Reinvestment Deferred
Amount), (iii) the aggregate amount of all prepayments of Revolving Credit Loans
during such fiscal year to the extent accompanying permanent optional reductions
of the Revolving Credit Commitments and all optional prepayments of the Term
Loans and other Funded Debt during such fiscal year, (iv) the aggregate amount
of all regularly scheduled principal payments of Funded Debt (including, without
limitation, the Term Loans) of the Borrower and its Subsidiaries made during
such fiscal

<PAGE>

                                                                              12

year (other than in respect of any revolving credit facility to the extent there
is not an equivalent permanent reduction in commitments thereunder), (v) the
aggregate amount of all mandatory prepayments of the Term Loans made during such
fiscal year to the extent attributable to any gain on any Disposition of assets,
or any gain on any Recovery Event, that causes an increase in Consolidated Net
Income for such fiscal year, (vi) the amount of the increase, if any, in
Consolidated Working Capital for such fiscal year, (vii) the aggregate net
amount of non-cash gain on the Disposition of Property by the Borrower and its
Subsidiaries during such fiscal year (other than sales of inventory in the
ordinary course of business), to the extent included in arriving at such
Consolidated Net Income, (viii) the net decrease during such fiscal year (if
any) in deferred tax accounts of the Borrower and (ix) the non-cash impact of
foreign currency translations and other adjustments to the equity account,
including adjustments to the carrying value of derivative and other financial
instruments and to pension liabilities, in each case to the extent such items
would otherwise result in any Excess Cash Flow.

                  "Excess Cash Flow Application Date": as defined in Section
2.10(d).

                  "Excluded Foreign Subsidiaries": any Foreign Subsidiary in
respect of which either (a) the pledge of all of the Capital Stock of such
Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the
Obligations, would, in the good faith judgment of the Borrower, result in
adverse tax consequences to the Borrower.

                  "Existing Credit Agreement": the Fourth Amended and Restated
Credit Agreement, dated as of April 25, 2002, as amended, among the Borrower,
the financial institutions party thereto, JPMorgan Securities, Inc., as
documentation agent, and Bank of America, N.A., as administrative agent.

                  "Existing Issuing Lender": Bank of America, N.A., as issuer of
the Existing Letter of Credit.

                  "Existing Letter of Credit": the letter of credit described in
Annex B.

                  "Facility": each of (a) the Term Loan Commitments and the Term
Loans made thereunder (the "Term Loan Facility") and (b) the Revolving Credit
Commitments and the extensions of credit made thereunder (the "Revolving Credit
Facility").

                  "Federal Funds Effective Rate": for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the Reference
Lender from three federal funds brokers of recognized standing selected by it.

                  "Foreign Subsidiary": any Subsidiary of the Borrower that is
not a Domestic Subsidiary.

                  "FQ1", "FQ2 ", "FQ3", and "FQ4": when used with a numerical
year designation, means the first, second, third or fourth fiscal quarters,
respectively, of such fiscal year of the

<PAGE>

                                                                              13

Borrower. (e.g., FQ4 2003 means the fourth fiscal quarter of the Borrower's 2003
fiscal year, which ends December 28, 2003).

                  "Funded Debt": with respect to any Person, all Indebtedness of
such Person of the types described in clauses (a) through (e) of the definition
of "Indebtedness" in this Section.

                  "Funding Office": the office specified from time to time by
the Administrative Agent as its funding office by notice to the Borrower and the
Lenders.

                  "GAAP": generally accepted accounting principles in the United
States of America as in effect from time to time.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

                  "Guarantee and Collateral Agreement": the Guarantee and
Collateral Agreement to be executed and delivered by the Borrower and each
Guarantor, substantially in the form of Exhibit A, as the same may be amended,
supplemented or otherwise modified from time to time.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit), if to
induce the creation of such obligation of such other Person the guaranteeing
person has issued a reimbursement, counterindemnity or similar obligation, in
either case guaranteeing or in effect guaranteeing any Indebtedness, leases,
dividends or other obligations (the "primary obligations") of any other third
Person (the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
Property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase Property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

<PAGE>

                                                                              14

                  "Guarantor": each Subsidiary of the Borrower other than any
Excluded Foreign Subsidiary and any Inactive Subsidiary.

                  "Hedge Agreements": all interest rate or currency swaps, caps
or collar agreements, foreign exchange agreements, commodity contracts or
similar arrangements entered into by the Borrower or its Subsidiaries in respect
of interest rates, currency exchange rates, commodity prices or the exchange of
nominal interest obligations, either generally or under specific contingencies.
For avoidance of doubt, Hedge Agreements shall include any interest rate swap or
similar agreement that provides for the payment by the Borrower or any of its
Subsidiaries of amounts based upon a floating rate in exchange for receipt by
the Borrower or such Subsidiary of amounts based upon a fixed rate.

                  "Inactive Subsidiaries": the collective reference to Bio-Lab,
Inc., an Alabama corporation, Bioscot Ltd., a Scottish corporation, Med-Lab,
Inc., an Alabama corporation, and Serologicals (Barbados), Inc., a Barbados
corporation.

                  "Indebtedness": of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of Property or
services (other than trade payables incurred in the ordinary course of such
Person's business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to Property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such Property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under acceptance, letter of credit or similar
facilities, (g) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any Capital Stock of
such Person, (h) all Guarantee Obligations of such Person in respect of
obligations of the kind referred to in clauses (a) through (g) above, (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by
(or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on Property (including, without
limitation, accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation and
(j) for the purposes of Section 8(e) only, all obligations of such Person in
respect of Hedge Agreements.

                  "Indemnified Liabilities": as defined in Section 10.5(d).

                  "Indemnitee": as defined in Section 10.5(d).

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

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise,
including, without limitation, copyrights, copyright licenses, patents,

<PAGE>

                                                                              15

patent licenses, trademarks, trademark licenses, technology, know-how and
processes, and all rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all proceeds and
damages therefrom.

                  "Interest Payment Date": (a) as to any Base Rate Loan, the
last day of each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any Eurodollar
Loan having an Interest Period of three months or shorter, the last day of such
Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer
than three months, each day that is three months, or a whole multiple thereof,
after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Loan (other than any Revolving Credit Loan that is a
Base Rate Loan), the date of any repayment or prepayment made in respect
thereof.

                  "Interest Period": as to any Eurodollar Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

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

                  (2)      any Interest Period that would otherwise extend
         beyond the Revolving Credit Termination Date or beyond the date final
         payment is due on the Term Loans, as the case may be, shall end on the
         Revolving Credit Termination Date or such due date, as applicable; and

                  (3)      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.

                  "Intergen": Intergen Company, L.P., a Delaware limited
partnership.

                  "Investments": as defined in Section 7.8.

                  "Issuing Lender": each of (a) UBS AG, Stamford Branch, and any
other Revolving Credit Lender from time to time designated by the Borrower as an
Issuing Lender with the consent of such Revolving Credit Lender and the
Administrative Agent, and (b) with respect to the Existing Letter of Credit, the
Existing Issuing Lender.

<PAGE>

                                                                              16

                  "L/C Commitment": $2,500,000.

                  "L/C Fee Payment Date": the last day of each March, June,
September and December and the last day of the Revolving Credit Commitment
Period.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit (including, without limitation, in the case of outstanding
Letters of Credit in any Designated Foreign Currency, the Dollar Equivalent of
the aggregate then undrawn and unexpired amount thereof) and (b) the aggregate
amount of drawings under Letters of Credit that have not then been reimbursed
pursuant to Section 3.5 (including, without limitation, in the case of Letters
of Credit in any Designated Foreign Currency, the Dollar Equivalent of the
unreimbursed aggregate amount of drawings thereunder, to the extent that such
amount has not been converted into Dollars in accordance with Section 3.5).

                  "L/C Participants": with respect to any Letter of Credit, the
collective reference to all the Revolving Credit Lenders other than the Issuing
Lender that issued such letter of Credit.

                  "Lender Addendum": with respect to any initial Lender, a
Lender Addendum, substantially in the form of Exhibit J, to be executed and
delivered by such Lender on the Closing Date as provided in Section 10.17.

                  "Lenders": as defined in the preamble hereto.

                  "Letters of Credit": as defined in Section 3.1(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
encumbrance, lien (statutory or other), charge or other security interest or any
security agreement of any kind or nature whatsoever (including, without
limitation, any deposit arrangement, preference, priority, preferential
arrangement, conditional sale or other title retention agreement and any capital
lease having substantially the same economic effect as any of the foregoing).

                  "Loan": any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents": this Agreement, the Security Documents, the
Applications and the Notes.

                  "Loan Parties": the Borrower and each Subsidiary of the
Borrower that is a party to a Loan Document.

                  "Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Credit
Facility, prior to any termination of the Revolving Credit Commitments, the
holders of more than 50% of the Total Revolving Credit Commitments).

<PAGE>

                                                                              17

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

                  "Material Environmental Amount": an amount or amounts payable
by the Borrower and/or any of its Subsidiaries, in the aggregate in excess of
$2,000,000, for: costs to comply with any Environmental Law; costs of any
investigation, and any remediation, of any Material of Environmental Concern;
and compensatory damages (including, without limitation damages to natural
resources), punitive damages, fines, and penalties pursuant to any Environmental
Law.

                  "Materials of Environmental Concern": any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products,
polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants,
contaminants, molds, radioactivity, medical wastes, biohazardous materials, and
any other substances that are regulated pursuant to or could give rise to
liability under any Environmental Law.

                  "Moody's": as defined in the definition of "Cash Equivalents"
in this Section 1.1.

                  "Mortgaged Properties": the real properties listed on Schedule
1.1, as to which the Administrative Agent for the benefit of the Secured Parties
shall be granted a Lien pursuant to one or more Mortgages.

                  "Mortgages": each of the mortgages and deeds of trust made by
any Loan Party in favor of, or for the benefit of, the Administrative Agent for
the benefit of the Secured Parties, substantially in the form of Exhibit D (with
such changes thereto as shall be advisable under the law of the jurisdiction in
which such mortgage or deed of trust is to be recorded), as the same may be
amended, supplemented or otherwise modified from time to time.

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

                  "Net Cash Proceeds": (a) in connection with any Asset Sale or
any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment
banking fees, amounts required to be applied to the repayment of Indebtedness
secured by a Lien expressly permitted hereunder on any asset which is the
subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a
Security Document), amounts representing Earnout Payments required to be made as
a result of any Disposition of Earnout Assets, and other customary fees and
expenses actually incurred in connection therewith and net of taxes paid or
reasonably estimated to be payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing
arrangements), and the amount of any reserves established to fund contingent
liabilities reasonably estimated to be payable following any such Asset Sale (as
determined in good faith by the Borrower), and (b) in connection with any

<PAGE>

                                                                              18

issuance or sale of equity securities or debt securities or instruments or the
incurrence of loans, the cash proceeds received from such issuance or
incurrence, net of attorneys' fees, investment banking fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
actually incurred in connection therewith and (c) in connection with any
Purchase Price Refund, the cash amount thereof, net of any expenses incurred in
the collection thereof.

                  "Non-Excluded Taxes": as defined in Section 2.18(a).

                  "Non-U.S. Lender": as defined in Section 2.18(d).

                  "Note": any promissory note evidencing any Loan.

                  "Obligations": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
Loans and Reimbursement Obligations and interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans, the Reimbursement Obligations and all other obligations and
liabilities of the Borrower to the Administrative Agent or to any Lender or any
Qualified Counterparty, whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with, this Agreement, any other Loan Document, the
Letters of Credit, any Specified Hedge Agreement or any other document made,
delivered or given in connection herewith or therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees, charges and disbursements of
counsel to the Administrative Agent or to any Lender that are required to be
paid by the Borrower pursuant hereto) or otherwise; provided that any release of
Collateral or Guarantors effected in the manner permitted by this Agreement
shall not require the consent of holders of obligations under Specified Hedge
Agreements.

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

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

                  "Payment Office": the office specified from time to time by
the Administrative Agent as its payment office by notice to the Borrower and the
Lenders.

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

                  "Permitted Acquisition": any acquisition by the Borrower or
any of its Subsidiaries of all or substantially all of the Capital Stock, or
substantially all of the assets, of any Person, or of all or substantially all
of the assets constituting a division, product line or business line of any
Person, if such acquisition complies with the following criteria:

<PAGE>

                                                                              19

                  (a)      no Default or Event of Default shall be in effect
         before or after giving effect to such acquisition, and the Borrower
         shall have delivered to the Administrative Agent a certificate of a
         Responsible Officer to such effect;

                  (b)      the Capital Stock and substantially all of the other
         property so acquired (including substantially all of the property of
         any Person whose Capital Stock is directly or indirectly acquired when
         such Person becomes a direct or indirect Wholly Owned Subsidiary of the
         Borrower in accordance with clause (c), below, but excluding real
         property, Capital Stock and other assets to the extent such real
         property, Capital Stock, or other assets, as applicable, are not
         required by Section 6.10 to become Collateral) shall constitute and
         become Collateral;

                  (c)      any Person whose Capital Stock is directly or
         indirectly acquired shall be a direct or indirect Wholly Owned
         Subsidiary of the Borrower; and

                  (d)      the aggregate amount of all consideration (including
         consideration in the form of issuance of Capital Stock of the Borrower
         or any Subsidiary and assumption of Indebtedness) for all such
         acquisitions shall not exceed $2,000,000 in any fiscal year of the
         Borrower, provided that (i) up to 50% of such amount, if not so
         expended, issued or assumed in the fiscal year for which it is
         permitted, may be carried over into the next succeeding fiscal year,
         (ii) consideration paid (or issued or assumed, as applicable) during
         any fiscal year shall be deemed made, first, in respect of amounts
         permitted for such fiscal year as provided above and second, in respect
         of amounts carried over from the prior fiscal year pursuant to clause
         (i) above, and (iii) in no event shall the aggregate amount of all such
         consideration for all such acquisitions after the date hereof exceed
         $6,000,000.

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

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

                  "Pricing Grid": the pricing grid attached hereto as Annex A.

                  "Prime Rate": the rate of interest per annum publicly
announced from time to time by UBS AG, Stamford Branch, as its prime rate in
effect at its principal office in Stamford, Connecticut (the Prime Rate not
being intended to be the lowest rate of interest charged by UBS AG, Stamford
Branch, in connection with extensions of credit to debtors).

                  "Pro Forma Balance Sheet": as defined in Section 4.1(a).

                  "Projections": as defined in Section 6.2(c).

<PAGE>

                                                                              20

                  "Property": any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.

                  "Purchase Price Refund": any amount received by the Borrower
or any Subsidiary as a result of a purchase price adjustment or similar event in
connection with any acquisition of Property by the Borrower or any Subsidiary.

                  "Qualified Counterparty": with respect to any Specified Hedge
Agreement, any counterparty thereto that, at the time such Specified Hedge
Agreement was entered into, was a Lender or an affiliate of a Lender.

                  "Recovery Event": any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding relating
to any asset of the Borrower or any of its Subsidiaries.

                  "Reference Lender": UBS AG, Stamford Branch.

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

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

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

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit issued by such Issuing Lender.

                  "Reinvestment Deferred Amount": with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or
any of its Subsidiaries in connection therewith that are not applied to prepay
the Term Loans or reduce the Revolving Credit Commitments pursuant to Section
2.10(b) as a result of the delivery of a Reinvestment Notice.

                  "Reinvestment Event": any Asset Sale, Purchase Price Refund or
Recovery Event in respect of which the Borrower has delivered a Reinvestment
Notice.

                  "Reinvestment Notice": a written notice executed by a
Responsible Officer stating that no Default or Event of Default has occurred and
is continuing and that the Borrower (directly or indirectly through a
Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of an Asset Sale, Purchase Price Refund or Recovery Event to
repair, replace, restore or acquire assets (other than inventory) useful in its
business.

                  "Reinvestment Prepayment Amount": with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to repair,
replace, restore or acquire assets (other than inventory) useful in the
Borrower's business.

<PAGE>

                                                                              21

                  "Reinvestment Prepayment Date": with respect to any
Reinvestment Event, the earlier of (a) the date occurring one year after such
Reinvestment Event (or, in the case of any material repair or restoration of a
manufacturing facility following a Recovery Event, two years so long as such
activity shall have commenced and is being diligently pursued) and (b) the date
on which the Borrower shall have determined not to, or shall have otherwise
ceased to, repair, replace, restore or acquire assets (other than inventory)
useful in the Borrower's or any Subsidiary's business with all or any portion of
the relevant Reinvestment Deferred Amount.

                  "Related Fund": with respect to any Lender, any fund that (a)
invests in commercial loans and (b) is managed or advised by the same investment
advisor as such Lender, by such Lender or an Affiliate of such Lender.

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

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

                  "Required Lenders": at any time, the holders of more than 50%
of (a) until the Closing Date, the Commitments and (b) thereafter, the sum of
(i) the aggregate unpaid principal amount of the Term Loans then outstanding and
(ii) the Total Revolving Credit Commitments then in effect or, if the Revolving
Credit Commitments have been terminated, the Total Revolving Extensions of
Credit then outstanding.

                  "Required Prepayment Lenders": the Majority Facility Lenders
in respect of the Term Loan Facility.

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

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

                  "Restricted Payments": as defined in Section 7.6.

                  "Revolving Credit Commitment": as to any Lender, the
obligation of such Lender, if any, to make Revolving Credit Loans and
participate in Letters of Credit, in an aggregate principal and/or face amount
not to exceed the amount set forth under the heading "Revolving Credit
Commitment" opposite such Lender's name on Schedule 1 to the Lender Addendum
delivered by such Lender, or, as the case may be, in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. The original
aggregate amount of the Total Revolving Credit Commitments is $35,000,000.

<PAGE>

                                                                              22

                  "Revolving Credit Commitment Period": the period from and
including the Closing Date to the Revolving Credit Termination Date.

                  "Revolving Credit Facility": as defined in the definition of
"Facility" in this Section 1.1.

                  "Revolving Credit Lender": each Lender that has a Revolving
Credit Commitment or that is the holder of Revolving Extensions of Credit.

                  "Revolving Credit Loans": as defined in Section 2.4(a).

                  "Revolving Credit Note": as defined in Section 2.6(e).

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

                  "Revolving Credit Termination Date": April 7, 2007.

                  "Revolving Extensions of Credit": as to any Revolving Credit
Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Credit Loans made by such Lender then outstanding and
(b) such Lender's Revolving Credit Percentage of the L/C Obligations then
outstanding.

                  "S&P": as defined in the definition of "Cash Equivalents" in
this Section 1.1.

                  "SEC": the Securities and Exchange Commission (or successors
thereto or an analogous Governmental Authority).

                  "Secured Parties": the collective reference to the Lenders and
any Qualified Counterparties.

                  "Securities Account": each "securities account" (as defined in
Section 8-501 of the New York Uniform Commercial Code) in respect of which the
Borrower or any of its Subsidiaries (other than any Excluded Foreign Subsidiary)
is the holder of the securities entitlements carried in such securities account.

                  "Security Documents": the collective reference to the
Guarantee and Collateral Agreement, the Mortgages, the Control Agreements and
all other security documents hereafter delivered to the Administrative Agent
granting a Lien on any Property of any Person to secure the obligations and
liabilities of any Loan Party under any Loan Document.

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

<PAGE>

                                                                              23

                  "Solvent": with respect to any Person, as of any date of
determination, (a) the amount of the "present fair saleable value" of the assets
of such Person will, as of such date, exceed the amount of all "liabilities of
such Person, contingent or otherwise", as of such date, as such quoted terms are
determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable value
of the assets of such Person will, as of such date, be greater than the amount
that will be required to pay the liability of such Person on its debts as such
debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its
business, and (d) such Person will be able to pay its debts as they mature. For
purposes of this definition, (i) "debt" means liability on a "claim", and (ii)
"claim" means any (x) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured.

                  "Specified Hedge Agreement": any Hedge Agreement entered into
by the Borrower or any Guarantor and any Qualified Counterparty.

                  "Spot Rate of Exchange": with respect to any Designated
Foreign Currency, at any date of determination thereof, the spot rate of
exchange in London that appears on the display page applicable to such
Designated Foreign Currency on the Dow Jones Market Service (or such other page
as may replace such page for the purpose of displaying the spot rate of exchange
in London); provided that if there shall at any time no longer exist such a
page, the spot rate of exchange shall be determined by reference to another
similar rate publishing service selected by the Administrative Agent and, if no
such similar rate publishing service is available, by reference to the published
rate of the Administrative Agent in effect at such date for similar commercial
transactions.

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

                  "Syndication Date": the earlier of (a) the date on which the
Administrative Agent notifies the Borrower that the syndication of the
Facilities is complete and that the entities selected in such syndication
process have become parties to this Agreement and (b) the date that is 120 days
after the Closing Date.

                  "Term Loan": as defined in Section 2.1.

<PAGE>

                                                                              24

                  "Term Loan Commitment": as to any Lender, the obligation of
such Lender, if any, to make a Term Loan to the Borrower hereunder in a
principal amount not to exceed the amount set forth under the heading "Term Loan
Commitment" opposite such Lender's name on Schedule 1 to the Lender Addendum
delivered by such Lender, or, as the case may be, in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. The original
aggregate amount of the Term Loan Commitments is $82,500,000.

                  "Term Loan Facility": as defined in the definition of
"Facility" in this Section 1.1.

                  "Term Loan Lender": each Lender that has a Term Loan
Commitment or is the holder of a Term Loan.

                  "Term Loan Percentage": as to any Term Loan Lender at any
time, the percentage which such Lender's Term Loan Commitment then constitutes
of the aggregate Term Loan Commitments (or, at any time after the Closing Date,
the percentage which the aggregate principal amount of such Lender's Term Loan
then outstanding constitutes of the aggregate principal amount of the Term Loans
then outstanding).

                  "Term Note": as defined in Section 2.6(e).

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

                  "Total Revolving Extensions of Credit": at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Credit
Lenders outstanding at such time.

                  "Transferee": as defined in Section 10.14.

                  "Type": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

                  "Wholly Owned Subsidiary Guarantor": any Guarantor that is a
Wholly Owned Subsidiary of the Borrower.

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

                  (b)      As used herein and in the other Loan Documents, and
any certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Borrower and its Subsidiaries not defined in
Section 1.1 and accounting terms partly defined in Section 1.1, to the extent
not defined, shall have the respective meanings given to them under GAAP.

<PAGE>

                                                                              25

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

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

                  (e)      All calculations of financial ratios set forth in
Section 7.1 and the calculation of the Consolidated Leverage Ratio for purposes
of determining the Applicable Margin shall be calculated to the same number of
decimal places as the relevant ratios are expressed in and shall be rounded
upward if the number in the decimal place immediately following the last
calculated decimal place is five or greater. For example, if the relevant ratio
is to be calculated to the hundredth decimal place and the calculation of the
ratio is 5.126, the ratio will be rounded up to 5.13.

                  (f)      All references to any fiscal period of the Borrower
ending on March 31, June 30, September 30 or December 31 shall be deemed to
refer to the Sunday closest to such date.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1      Term Loan Commitments. Subject to the terms and
conditions hereof, the Term Loan Lenders severally agree to make term loans
(each, a "Term Loan") to the Borrower on the Closing Date in an amount for each
Term Loan Lender not to exceed the amount of the Term Loan Commitment of such
Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.11.

                  2.2      Procedure for Term Loan Borrowing. The Borrower shall
deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice
must be received by the Administrative Agent prior to 10:00 A.M., New York City
time, one Business Day prior to the anticipated Closing Date) requesting that
the Term Loan Lenders make the Term Loans on the Closing Date. No Term Loan may
be made as, converted into or continued as a Eurodollar Loan having an Interest
Period in excess of one month prior to the Syndication Date. Upon receipt of
such Borrowing Notice the Administrative Agent shall promptly notify each Term
Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the
Closing Date each Term Loan Lender shall make available to the Administrative
Agent at the Funding Office an amount in immediately available funds equal to
the Term Loan or Term Loans to be made by such Lender. The Administrative Agent
shall make available to the Borrower the aggregate of the amounts made available
to the Administrative Agent by the Term Loan Lenders, in like funds as received
by the Administrative Agent.

                  2.3      Repayment of Term Loans. The Term Loan of each Term
Loan Lender shall mature in 20 consecutive installments, commencing on June 30,
2003, each of which shall be in an amount equal to such Lender's Term Loan
Percentage multiplied by the amount set forth below opposite such installment:

<PAGE>

                                                                              26

<TABLE>
<CAPTION>
 Installment                           Principal Amount
 -----------                           ----------------
<S>                                    <C>
June 30, 2003                              $  250,000
September 30, 2003                         $  250,000
December 31, 2003                          $  250,000
March 31, 2004                             $  250,000
June 30, 2004                              $2,062,500
September 30, 2004                         $2,062,500
December 31, 2004                          $2,062,500
March 31, 2005                             $2,062,500
June 30, 2005                              $4,125,000
September 30, 2005                         $4,125,000
December 31, 2005                          $4,125,000
March 31, 2006                             $4,125,000
June 30, 2006                              $6,187,500
September 30, 2006                         $6,187,500
December 31, 2006                          $6,187,500
March 31, 2007                             $6,187,500
June 30, 2007                              $8,000,000
September 30, 2007                         $8,000,000
December 31, 2007                          $8,000,000
April 7, 2008                              $8,000,000
</TABLE>

                  2.4      Revolving Credit Commitments. (a) Subject to the
terms and conditions hereof, the Revolving Credit Lenders severally agree to
make revolving credit loans ("Revolving Credit Loans") to the Borrower from time
to time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding for each Revolving Credit Lender which, when
added to such Lender's Revolving Credit Percentage of the L/C Obligations then
outstanding (it being understood and agreed that, for purposes of determining
compliance with this clause (a), the Administrative Agent shall calculate the
Dollar Equivalent of the then outstanding L/C Obligations in respect of any
Letters of Credit denominated in a Designated Foreign Currency on the date on
which the Borrower has given the Administrative Agent a Borrowing Notice with
respect to any Revolving Credit Loan), does not exceed the amount of such
Lender's Revolving Credit Commitment. During the Revolving Credit Commitment
Period the Borrower may use the Revolving Credit Commitments by borrowing,
prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof. The Revolving Credit Loans
may from time to time be Eurodollar Loans or Base Rate Loans, as determined by
the Borrower and notified to the Administrative Agent in accordance with
Sections 2.5 and 2.11, provided that no Revolving Credit Loan shall be made as a
Eurodollar Loan after the day that is one month prior to the Revolving Credit
Termination Date.

                  (b)      The Borrower shall repay all outstanding Revolving
Credit Loans on the Revolving Credit Termination Date.

                  2.5      Procedure for Revolving Credit Borrowing. The
Borrower may borrow under the Revolving Credit Commitments on any Business Day
during the Revolving Credit Commitment Period, provided that the Borrower shall
deliver to the Administrative Agent a

<PAGE>

                                                                              27

Borrowing Notice (which Borrowing Notice must be received by the Administrative
Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to
the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one
Business Day prior to the requested Borrowing Date, in the case of Base Rate
Loans). No Revolving Credit Loan may be made as, converted into or continued as
a Eurodollar Loan having an Interest Period in excess of one month prior to the
Syndication Date. Each borrowing of Revolving Credit Loans under the Revolving
Credit Commitments shall be in an amount equal to (x) in the case of Base Rate
Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate
Available Revolving Credit Commitments are less than $1,000,000, such lesser
amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. Upon receipt of any such Borrowing Notice from
the Borrower, the Administrative Agent shall promptly notify each Revolving
Credit Lender thereof. Each Revolving Credit Lender will make its Revolving
Credit Percentage of the amount of each borrowing of Revolving Credit Loans
available to the Administrative Agent for the account of the Borrower at the
Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent in like funds as received by the Administrative Agent.

                  2.6      Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of the appropriate Revolving Credit Lender or Term Loan Lender, as
the case may be, (i) the then unpaid principal amount of each Revolving Credit
Loan of such Revolving Credit Lender on the Revolving Credit Termination Date
(or on such earlier date on which the Loans become due and payable pursuant to
Section 8) and (ii) the principal amount of each Term Loan of such Term Loan
Lender in installments according to the amortization schedule set forth in
Section 2.3 (or on such earlier date on which the Loans become due and payable
pursuant to Section 8). The Borrower hereby further agrees to pay interest on
the unpaid principal amount of the Loans from time to time outstanding from the
initial funding thereof until payment in full thereof at the rates per annum,
and on the dates, set forth in Section 2.13.

                  (b)      Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of the Borrower to
such Lender resulting from each Loan of such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lender from time
to time under this Agreement.

                  (c)      The Administrative Agent, on behalf of the Borrower,
shall maintain the Register pursuant to Section 10.6(d), and a subaccount
therein for each Lender, in which shall be recorded (i) the amount of each Loan
made hereunder and any Note evidencing such Loan, the Type of such Loan and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) both the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

                  (d)      The entries made in the Register and the accounts of
each Lender maintained pursuant to Section 2.6(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the

<PAGE>

                                                                              28

Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Borrower to repay (with applicable interest) the
Loans made to the Borrower by such Lender in accordance with the terms of this
Agreement.

                  (e)      The Borrower agrees that it will promptly execute and
deliver to each Lender a promissory note of the Borrower evidencing any Term
Loans or Revolving Credit Loans, as the case may be, of such Lender,
substantially in the forms of Exhibit G-1 or G-2, respectively (a "Term Note" or
"Revolving Credit Note", respectively), with appropriate insertions as to date
and principal amount; provided that delivery of Notes shall not be a condition
precedent to the occurrence of the Closing Date or the making of the Loans on
the Closing Date.

                  2.7      Commitment Fees, etc. (a) The Borrower agrees to pay
to the Administrative Agent for the account of each Revolving Credit Lender a
commitment fee for the period from and including the Closing Date to the last
day of the Revolving Credit Commitment Period, computed at the Commitment Fee
Rate on the average daily amount of the Available Revolving Credit Commitment of
such Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on the
Revolving Credit Termination Date, commencing on the first of such dates to
occur after the date hereof.

                  (b)      The Borrower agrees to pay to the Administrative
Agent the fees in the amounts and on the dates from time to time agreed to in
writing by the Borrower and the Administrative Agent.

                  2.8      Termination or Reduction of Revolving Credit
Commitments. The Borrower shall have the right, upon not less than three
Business Days' notice to the Administrative Agent, to terminate the Revolving
Credit Commitments or, from time to time, to reduce the aggregate amount of the
Revolving Credit Commitments; provided that no such termination or reduction of
Revolving Credit Commitments shall be permitted if, after giving effect thereto
and to any prepayments of the Revolving Credit Loans made on the effective date
thereof, the Total Revolving Extensions of Credit would exceed the Total
Revolving Credit Commitments. Any such reduction shall be in an amount equal to
$1,000,000, or a whole multiple thereof, and shall reduce permanently the
Revolving Credit Commitments then in effect.

                  2.9      Optional Prepayments. The Borrower may at any time
and from time to time prepay the Loans, in whole or in part, without premium or
penalty (except as otherwise provided herein), upon irrevocable notice delivered
to the Administrative Agent at least three Business Days prior thereto in the
case of Eurodollar Loans and at least one Business Day prior thereto in the case
of Base Rate Loans, which notice shall specify the date and amount of such
prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans,
and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided
that, if a Eurodollar Loan is prepaid on any day other than the last day of the
Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.19. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of
Revolving Credit Loans that are Base Rate

<PAGE>

                                                                              29

Loans) accrued interest to such date on the amount prepaid. Partial prepayments
of Term Loans and Revolving Credit Loans shall be in an aggregate principal
amount of $1,000,000 or a whole multiple thereof.

                  2.10     Mandatory Prepayments. (a) Unless the Required
Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued,
or Indebtedness incurred, by the Borrower or any of its Subsidiaries (excluding
(x) any Indebtedness incurred in accordance with Section 7.2(a), (b), (c), (d),
(e) or (f) and (y) any Indebtedness incurred in accordance with Section 7.2(g)
as in effect on the date of this Agreement), then on the date of such issuance
or incurrence, the Term Loans shall be prepaid by an amount equal to the amount
of the Net Cash Proceeds of such issuance or incurrence. The provisions of this
Section do not constitute a consent to the issuance of any equity securities by
any entity whose equity securities are pledged pursuant to the Guarantee and
Collateral Agreement, or a consent to the incurrence of any Indebtedness by the
Borrower or any of its Subsidiaries.

                  (b)      Unless the Required Prepayment Lenders shall
otherwise agree, if on any date the Borrower or any of its Subsidiaries shall
receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery
Event then, unless a Reinvestment Notice shall be delivered in respect thereof,
on the date of receipt by the Borrower or any of its Subsidiaries of such Net
Cash Proceeds, the Term Loans shall be prepaid by an amount equal to the amount
of such Net Cash Proceeds; provided that, notwithstanding the foregoing, (i) the
aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be
excluded from the foregoing requirement pursuant to a Reinvestment Notice shall
not exceed $2,000,000 in any fiscal year of the Borrower and (ii) on each
Reinvestment Prepayment Date the Term Loans shall be prepaid by an amount equal
to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event. The provisions of this Section do not constitute a consent to the
consummation of any Disposition not permitted by Section 7.5.

                  (c)      If, at any time prior to the Revolving Credit
Termination Date, the Total Revolving Extensions of Credit exceed the Total
Revolving Credit Commitments, the Borrower shall, without notice or demand,
immediately repay the Revolving Credit Loans in an aggregate principal amount
equal to such excess together with interest accrued to the date of such payment
or prepayment and any amounts payable under Section 2.19. To the extent that
after giving effect to any payment or prepayment of the Loans required by the
preceding sentence, the Total Revolving Extensions of Credit exceed the Total
Revolving Credit Commitments, the Borrower shall, without notice or demand,
immediately cash collateralize the then outstanding L/C Obligations in an amount
equal to such excess upon terms reasonably satisfactory to the Administrative
Agent.

                  (d)      Unless the Required Prepayment Lenders shall
otherwise agree, if, for any fiscal year of the Borrower commencing with the
fiscal year ending December 31, 2003, there shall be Excess Cash Flow, then, on
the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid
by an amount equal to the ECF Percentage of such Excess Cash Flow. Each such
prepayment shall be made on a date (an "Excess Cash Flow Application Date") no
later than five days after the earlier of (i) the date on which the financial
statements of the Borrower referred to in Section 6.1(a), for the fiscal year
with respect to which such prepayment

<PAGE>

                                                                              30

is made, are required to be delivered to the Lenders and (ii) the date such
financial statements are actually delivered.

                  2.11     Conversion and Continuation Options. (a) The Borrower
may elect from time to time to convert Eurodollar Loans to Base Rate Loans by
giving the Administrative Agent at least two Business Days' prior irrevocable
notice of such election, provided that any such conversion of Eurodollar Loans
may be made only on the last day of an Interest Period with respect thereto. The
Borrower may elect from time to time to convert Base Rate Loans to Eurodollar
Loans by giving the Administrative Agent at least three Business Days' prior
irrevocable notice of such election (which notice shall specify the length of
the initial Interest Period therefor), provided that no Base Rate Loan under a
particular Facility may be converted into a Eurodollar Loan (i) when any Event
of Default has occurred and is continuing and the Administrative Agent has, or
the Majority Facility Lenders in respect of such Facility have, determined in
its or their sole discretion not to permit such conversions or (ii) after the
date that is one month prior to the final scheduled termination or maturity date
of such Facility. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

                  (b)      Subject to Section 2.15, the Borrower may elect to
continue any Eurodollar Loan as such upon the expiration of the then current
Interest Period with respect thereto by giving irrevocable notice to the
Administrative Agent, in accordance with the applicable provisions of the term
"Interest Period" set forth in Section 1.1, of the length of the next Interest
Period to be applicable to such Loans, provided that no Eurodollar Loan under a
particular Facility may be continued as such (i) when any Event of Default has
occurred and is continuing and the Administrative Agent has, or the Majority
Facility Lenders in respect of such Facility have, determined in its or their
sole discretion not to permit such continuations or (ii) after the date that is
one month prior to the final scheduled termination or maturity date of such
Facility, and provided, further, that if the Borrower shall fail to give any
required notice as described above in this paragraph or if such continuation is
not permitted pursuant to the preceding proviso, such Loans shall be converted
automatically to Base Rate Loans on the last day of such then expiring Interest
Period. Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof.

                  2.12     Minimum Amounts and Maximum Number of Eurodollar
Tranches. Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions, continuations and optional prepayments of Eurodollar
Loans and all selections of Interest Periods shall be in such amounts and be
made pursuant to such elections so that, (a) after giving effect thereto, the
aggregate principal amount of the Eurodollar Loans comprising each Eurodollar
Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any
one time.

                  2.13     Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin in effect for such day.

<PAGE>

                                                                              31

                  (b)      Each Base Rate Loan shall bear interest for each day
on which it is outstanding at a rate per annum equal to the Base Rate in effect
for such day plus the Applicable Margin in effect for such day.

                  (c)      (i) If all or a portion of the principal amount of
any Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest (to the extent legally permitted) at a rate per annum that is equal to
(x) in the case of the Loans, the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in
the case of Reimbursement Obligations, the rate applicable to Base Rate Loans
under the Revolving Credit Facility plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any commitment fee
or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to Base Rate
Loans under the relevant Facility plus 2% (or, in the case of any such other
amounts that do not relate to a particular Facility, the rate then applicable to
Base Rate Loans under the Revolving Credit Facility plus 2%), in each case, with
respect to clauses (i) and (ii) above, from the date of such non-payment until
such amount is paid in full (after as well as before judgment).

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

                  2.14     Computation of Interest and Fees. (a) Interest, fees
and commissions payable pursuant hereto shall be calculated on the basis of a
360-day year for the actual days elapsed, except that, with respect to Base Rate
Loans on which interest is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the relevant Lenders of
each determination of a Eurodollar Rate. Any change in the interest rate on a
Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of the effective date
and the amount of each such change in interest rate.

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

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

                  (a)      the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting

<PAGE>

                                                                              32

the relevant market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate for such Interest Period, or

                  (b)      the Administrative Agent shall have received notice
from the Majority Facility Lenders in respect of the relevant Facility that the
Eurodollar Rate determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as Base Rate
Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the
relevant Facility shall be converted, on the last day of the then current
Interest Period with respect thereto, to Base Rate Loans. Until such notice has
been withdrawn by the Administrative Agent, no further Eurodollar Loans under
the relevant Facility shall be made or continued as such, nor shall the Borrower
have the right to convert Loans under the relevant Facility to Eurodollar Loans.

                  2.16     Pro Rata Treatment and Payments. (a) (i) Each
borrowing by the Borrower from the Lenders hereunder and any reduction of the
Commitments of the Lenders, shall be made pro rata according to the respective
Term Loan Percentages or Revolving Credit Percentages, as the case may be, of
the relevant Lenders.

                  (ii)     Each payment by the Borrower on account of any
commitment fee or Letter of Credit fee hereunder shall be allocated among the
Revolving Credit Lenders pro rata according to the respective Revolving Credit
Percentages of the Revolving Credit Lenders.

                  (iii)    Each payment (other than prepayments) in respect of
principal or interest in respect of the Term Loans, and each payment in respect
of fees payable hereunder, shall be allocated among the Term Loan Lenders pro
rata according to the respective amounts of such principal, interest or fees
then due and owing to the Term Loan Lenders.

                  (b)      Each payment (including each prepayment) of the Term
Loans shall be allocated among the Term Loan Lenders holding such Term Loans pro
rata according to the principal amount of such Term Loans held by such Term Loan
Lenders, and each principal prepayment shall be applied to the installments of
such Term Loans pro rata according to the remaining outstanding principal amount
of such installments. Amounts prepaid on account of the Term Loans may not be
reborrowed.

                  (c)      Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Revolving Credit Loans
shall be allocated among the Revolving Credit Lenders pro rata according to the
respective outstanding principal amounts of the Revolving Credit Loans then
held by the Revolving Credit Lenders. Each payment in respect of Reimbursement
Obligations in respect of any Letter of Credit shall be made to the Issuing
Lender that issued such Letters of Credit.

<PAGE>

                                                                              33

                  (d)      The application of any payment of Loans under any
Facility (including optional and mandatory prepayments) shall be made, first, to
Base Rate Loans under such Facility and, second, to Eurodollar Loans under such
Facility. Each payment of the Loans (except in the case of Revolving Credit
Loans that are Base Rate Loans) shall be accompanied by accrued interest to the
date of such payment on the amount paid.

                  (e)      All payments (including prepayments) to be made by
the Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to the Administrative
Agent, for the account of the relevant Lenders, at the Payment Office, in
Dollars (or, in the case of L/C Obligations in any Designated Foreign Currency,
such Designated Foreign Currency or, to the extent required by Section 3.5,
Dollars) and in immediately available funds. Any payment made by the Borrower
after 12:00 Noon, New York City time, on any Business Day shall be deemed to
have been made on the next following Business Day. The Administrative Agent
shall distribute such payments to the Lenders promptly upon receipt in like
funds as received. If any payment hereunder (other than payments on the
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day. If any
payment on a Eurodollar Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

                  (f)      Unless the Administrative Agent shall have been
notified in writing by any Lender prior to a borrowing that such Lender will not
make the amount that would constitute its share of such borrowing available to
the Administrative Agent, the Administrative Agent may assume that such Lender
is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to the Administrative Agent by such Lender
within three Business Days after such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to Base Rate Loans under the relevant Facility, on demand,
from the Borrower.

                  (g)      Unless the Administrative Agent shall have been
notified in writing by the Borrower prior to the date of any payment due to be
made by the Borrower hereunder that the Borrower will not make such payment to
the Administrative Agent, the Administrative Agent may assume that the Borrower
is making such payment, and the Administrative Agent may, but shall not be
required to, in reliance upon such assumption, make available to the Lenders
their

<PAGE>

                                                                              34

respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Effective Rate. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any Lender
against the Borrower.

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

                  (i)      shall subject any Lender to any tax of any kind
         whatsoever with respect to this Agreement, any Letter of Credit, any
         Application or any Eurodollar Loan made by it, or change the basis of
         taxation of payments to such Lender in respect thereof (except for
         Non-Excluded Taxes covered by Section 2.18 and changes in the rate of
         tax on the overall net income of such Lender);

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

                  (iii)    shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable. If any Lender becomes entitled
to claim any additional amounts pursuant to this Section, it shall promptly
notify the Borrower (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled.

                  (b)      If any Lender shall have determined that the adoption
of or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request

<PAGE>

                                                                              35

therefor, the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such corporation for such reduction.

                  (c)      A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender to the Borrower (with a copy to
the Administrative Agent) shall be conclusive in the absence of manifest error.
The obligations of the Borrower pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  2.18     Taxes. (a) All payments made by the Borrower under
this Agreement shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Administrative Agent or any Lender
as a result of a present or former connection between the Administrative Agent
or such Lender and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Administrative Agent's or such
Lender's having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any other Loan Document). If any
such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") or any Other Taxes are required to be
withheld from any amounts payable to the Administrative Agent or any Lender
hereunder, the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative Agent
or such Lender (after payment of all Non-Excluded Taxes and Other Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement; provided, however, that the Borrower shall
not be required to increase any such amounts payable to any Lender with respect
to any Non-Excluded Taxes (i) that are attributable to such Lender's failure to
comply with the requirements of paragraph (d) or (e) of this Section or (ii)
that are United States withholding taxes imposed on amounts payable to such
Lender at the time such Lender becomes a party to this Agreement, except to the
extent that such Lender's assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Borrower with respect to such
Non-Excluded Taxes pursuant to this paragraph (a).

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

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

<PAGE>

                                                                              36

the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

                  (d)      Each Lender (or Transferee) that is not a citizen or
resident of the United States of America, a corporation, partnership or other
entity created or organized in or under the laws of the United States of America
(or any jurisdiction thereof), or any estate or trust that is subject to federal
income taxation regardless of the source of its income (a "Non-U.S. Lender")
shall deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit I and a Form W-8BEN, or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

                  (e)      A Lender that is entitled to an exemption from or
reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower, 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, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender's reasonable judgment such completion, execution or
submission would not materially prejudice the legal position of such Lender.

                  (f)      If the Administrative Agent or a Lender (or a
Transferee) receives a refund of any Non-Excluded Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 2.18, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.18 with
respect to the Non-Excluded Taxes or the Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender (or Transferee) with respect thereto and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the Borrower, upon the request of the
Administrative Agent or such Lender (or Transferee), agrees to repay the amount
paid over to the

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                                                                              37

Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender (or
Transferee) in the event the Administrative Agent or such Lender (or Transferee)
is required to repay such refund to such Governmental Authority. Nothing
contained in this Section 2.18(f) shall interfere with the right of such
Administrative Agent or Lender (or Transferee) to arrange its tax affairs in
whatever manner it chooses or require the Administrative Agent or any Lender to
make available to the Borrower or any other person its tax return or any other
information relating to its taxes which it deems confidential or prejudice such
Administrative Agent or Lender's ability to benefit from any other credits,
relief, remissions or repayments to which it may be entitled.

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

                  2.20     Illegality. Notwithstanding any other provision
herein, if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be canceled and (b) such Lender's Loans then outstanding as Eurodollar
Loans, if any, shall be converted automatically to Base Rate Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to Section 2.19.

                  2.21     Change of Lending Office. Each Lender agrees that,
upon the occurrence of any event giving rise to the operation of Section 2.17,
2.18(a) or 2.20 with respect to such Lender, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy

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                                                                              38

considerations of such Lender) to designate another lending office for any Loans
affected by such event with the object of avoiding the consequences of such
event; provided that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to suffer
no economic, legal or regulatory disadvantage, and provided, further, that
nothing in this Section shall affect or postpone any of the obligations of any
Borrower or the rights of any Lender pursuant to Section 2.17, 2.18(a) or 2.20.

                  2.22     Replacement of Lenders under Certain Circumstances.
The Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.17 or 2.18 or gives a
notice of illegality pursuant to Section 2.20 or (b) defaults in its obligation
to make Loans hereunder, with a replacement financial institution; provided that
(i) such replacement does not conflict with any Requirement of Law, (ii) no
Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall have taken
no action under Section 2.21 so as to eliminate the continued need for payment
of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality
referred to in such notice of illegality given pursuant to Section 2.20, (iv)
the replacement financial institution shall purchase, at par, all Loans and
other amounts owing to such replaced Lender on or prior to the date of
replacement, (v) the Borrower shall be liable to such replaced Lender under
Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan
owing to such replaced Lender shall be purchased other than on the last day of
the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 10.6 (provided that the
Borrower shall be obligated to pay the registration and processing fee referred
to therein), (viii) the Borrower shall pay all additional amounts (if any)
required pursuant to Section 2.17 or 2.18, as the case may be, in respect of any
period prior to the date on which such replacement shall be consummated, and
(ix) any such replacement shall not be deemed to be a waiver of any rights that
the Borrower, the Administrative Agent or any other Lender shall have against
the replaced Lender.

                          SECTION 3. LETTERS OF CREDIT

                  3.1      L/C Commitment. (a) Prior to the Closing Date, the
Existing Issuing Lender has issued the Existing Letter of Credit which, from and
after the Closing Date, shall constitute a Letter of Credit hereunder. Subject
to the terms and conditions hereof, each Issuing Lender, in reliance on the
agreements of the other Revolving Credit Lenders set forth in Section 3.4(a),
agrees to issue letters of credit (the letters of credit issued on and after the
Closing Date pursuant to this Section 3, together with the Existing Letter of
Credit, collectively, the "Letters of Credit") for the account of the Borrower
on any Business Day during the Revolving Credit Commitment Period in such form
as may be approved from time to time by such Issuing Lender; provided that no
Issuing Lender shall have any obligation to issue any Letter of Credit if, after
giving effect to such issuance, (i) the L/C Obligations would exceed the L/C
Commitment or (ii) the aggregate amount of the Available Revolving Credit
Commitments would be less than zero (it being understood and agreed that, for
purposes of determining compliance with this clause (a), the Administrative
Agent shall calculate the Dollar Equivalent of the then outstanding L/C
Obligations in respect of any Letters of Credit denominated in a Designated
Foreign Currency on the date on which the Borrower has requested that the
Issuing Lender issue a Letter of Credit).

<PAGE>

                                                                              39

Each Letter of Credit shall (i) be denominated in Dollars or a Designated
Foreign Currency and (ii) expire no later than the earlier of (x) the first
anniversary of its date of issuance and (y) the date which is five Business Days
prior to the Revolving Credit Termination Date; provided that any Letter of
Credit with a one-year term may provide for the renewal thereof for additional
one-year periods (which shall in no event extend beyond the date referred to in
clause (y) above).

                  (b)      No Issuing Lender shall at any time be obligated to
issue any Letter of Credit hereunder if such issuance would conflict with, or
cause such Issuing Lender or any L/C Participant to exceed any limits imposed
by, any applicable Requirement of Law.

                  3.2      Procedure for Issuance of Letter of Credit. The
Borrower may from time to time request that an Issuing Lender issue a Letter of
Credit by delivering to such Issuing Lender at its address for notices specified
herein an Application therefor, completed to the satisfaction of such Issuing
Lender, and such other certificates, documents and other papers and information
as such Issuing Lender may request. Upon receipt of any Application, an Issuing
Lender will process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby by issuing the original of such Letter of Credit to the
beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and
the Borrower (but in no event shall any Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto). Promptly after issuance by an Issuing Lender
of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter
of Credit to the Borrower. Each Issuing Lender shall promptly give notice to the
Administrative Agent of the issuance of each Letter of Credit issued by such
Issuing Lender (including the amount thereof).

                  3.3      Fees and Other Charges. (a) The Borrower will pay a
fee on the aggregate drawable amount of all outstanding Letters of Credit at a
per annum rate equal to the Applicable Margin then in effect with respect to
Eurodollar Loans under the Revolving Credit Facility, shared ratably among the
Revolving Credit Lenders in accordance with their respective Revolving Credit
Percentages and payable quarterly in arrears on each L/C Fee Payment Date after
the issuance date. In addition, the Borrower shall pay to the relevant Issuing
Lender for its own account a fronting fee on the aggregate drawable amount of
all outstanding Letters of Credit issued by it of 1/4 of 1% per annum, payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date. Such
fees and commissions shall be payable in Dollars, notwithstanding that a Letter
of Credit may be denominated in any Designated Foreign Currency. In respect of a
Letter of Credit denominated in any Designated Foreign Currency, such fees and
commissions shall be converted into Dollars at the Spot Rate of Exchange on the
date on which they are paid (or, if such date is not a Business Day, at the Spot
Rate of Exchange on the Business Day next preceding such date).

                  (b)      In addition to the foregoing fees, the Borrower shall
pay or reimburse each Issuing Lender for such normal and customary costs and
expenses as are incurred or charged by such Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

<PAGE>

                                                                              40

                  3.4      L/C Participations. (a) Each Issuing Lender
irrevocably agrees to grant and hereby grants to each L/C Participant, and, to
induce each Issuing Lender to issue Letters of Credit hereunder, each L/C
Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from each Issuing Lender, on the terms and conditions hereinafter
stated, for such L/C Participant's own account and risk, an undivided interest
equal to such L/C Participant's Revolving Credit Percentage in each Issuing
Lender's obligations and rights under each Letter of Credit issued by such
Issuing Lender hereunder and the amount of each draft paid by such Issuing
Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees
with each Issuing Lender that, if a draft is paid under any Letter of Credit
issued by such Issuing Lender for which such Issuing Lender is not reimbursed in
full by the Borrower in accordance with the terms of this Agreement, such L/C
Participant shall pay to such Issuing Lender upon demand (which demand, in the
case of any demand made in respect of any draft under a Letter of Credit
denominated in any Designated Foreign Currency, shall not be made prior to the
date that the amount of such draft shall be converted into Dollars in accordance
with subsection 3.5) at such Issuing Lender's address for notices specified
herein an amount in Dollars equal to such L/C Participant's Revolving Credit
Percentage of the amount of such draft, or any part thereof, that is not so
reimbursed.

                  (b)      If any amount required to be paid by any L/C
Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any
unreimbursed portion of any payment made by such Issuing Lender under any Letter
of Credit is not paid to such Issuing Lender within three Business Days after
the date such payment is due, such L/C Participant shall pay to such Issuing
Lender on demand an amount equal to the product of (i) such amount, times (ii)
the daily average Federal Funds Effective Rate during the period from and
including the date such payment is required to the date on which such payment is
immediately available to such Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the
denominator of which is 360. If any such amount required to be paid by any L/C
Participant pursuant to Section 3.4(a) is not made available to such Issuing
Lender by such L/C Participant within three Business Days after the date such
payment is due, such Issuing Lender shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated from such
due date at the rate per annum applicable to Base Rate Loans under the Revolving
Credit Facility. A certificate of such Issuing Lender submitted to any L/C
Participant with respect to any such amounts owing under this Section shall be
conclusive in the absence of manifest error.

                  (c)      Whenever, at any time after an Issuing Lender has
made payment under any Letter of Credit and has received from any L/C
Participant its pro rata share of such payment in accordance with Section
3.4(a), such Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise, including proceeds of
collateral applied thereto by such Issuing Lender), or any payment of interest
on account thereof, such Issuing Lender will distribute to such L/C Participant
its pro rata share thereof; provided, however, that in the event that any such
payment received by such Issuing Lender shall be required to be returned by such
Issuing Lender, such L/C Participant shall return to such Issuing Lender the
portion thereof previously distributed by such Issuing Lender to it.

                  3.5      Reimbursement Obligation of the Borrower. The
Borrower agrees to reimburse each Issuing Lender, on each date on which such
Issuing Lender notifies the Borrower

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                                                                              41

of the date and amount of a draft presented under any Letter of Credit and paid
by such Issuing Lender, for the amount of (a) such draft so paid and (b) any
taxes, fees, charges or other costs or expenses incurred by such Issuing Lender
in connection with such payment (the amounts described in the foregoing clauses
(a) and (b) in respect of any drawing, collectively, the "Payment Amount"). Each
such payment shall be made to such Issuing Lender at its address for notices
specified herein in the currency in which such Letter of Credit is denominated
(except that, in the case of any Letter of Credit denominated in any Designated
Foreign Currency, in the event that such payment is not made to the Issuing
Lender within one Business Day of the date of receipt by the Borrower of such
notice, upon notice by the Issuing Lender to the Borrower, such payment shall be
made in Dollars, in an amount equal to the Dollar Equivalent of the amount of
such payment converted on the date of such notice into Dollars at the Spot Rate
of Exchange on such date) and in immediately available funds. Any conversion by
the Issuing Lender of any payment to be made by the Borrower in respect of any
Letter of Credit denominated in any Designated Foreign Currency into Dollars in
accordance with this Section 3.5 shall be conclusive and binding upon the
Borrower and the Revolving Credit Lenders in the absence of manifest error;
provided that upon the request of the Borrower or any Revolving Credit Lender,
the Issuing Lender shall provide to the Borrower or Revolving Credit Lender a
certificate including reasonably detailed information as to the calculation of
such conversion. Interest shall be payable on each Payment Amount from the date
of the applicable drawing until payment in full at the rate set forth in (i)
until the second Business Day following the date of the applicable drawing,
Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any
Letter of Credit shall (unless an event of the type described in clause (i) or
(ii) of Section 8(f) shall have occurred and be continuing with respect to the
Borrower, in which case the procedures specified in Section 3.4 for funding by
L/C Participants shall apply) constitute a request by the Borrower to the
Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans
in the amount of such drawing (or, in the case of any Letter of Credit
denominated in any Designated Foreign Currency, in an amount equal to the Dollar
Equivalent of the amount of such drawing converted on the date of such borrowing
into Dollars at the Spot Rate of Exchange on such date). The Borrowing Date with
respect to such borrowing shall be the first date on which a borrowing of
Revolving Credit Loans could be made, pursuant to Section 2.5, if the
Administrative Agent had received a notice of such borrowing at the time the
Administrative Agent receives notice from the relevant Issuing Lender of such
drawing under such Letter of Credit.

                  3.6      Obligations Absolute. The Borrower's obligations
under this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that the Borrower may have or have had against any Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. The Borrower also agrees
with each Issuing Lender that such Issuing Lender shall not be responsible for,
and the Borrower's Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. No Issuing
Lender shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or

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                                                                              42

omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Issuing Lender. The Borrower agrees that any action taken or omitted by an
Issuing Lender under or in connection with any Letter of Credit issued by it or
the related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards or care specified in the
Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of such Issuing Lender to the
Borrower.

                  3.7      Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the relevant Issuing Lender
shall promptly notify the Borrower of the date and amount thereof. The
responsibility of the relevant Issuing Lender to the Borrower in connection with
any draft presented for payment under any Letter of Credit, in addition to any
payment obligation expressly provided for in such Letter of Credit issued by
such Issuing Lender, shall be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment appear on their face to be in conformity with such Letter of
Credit.

                  3.8      Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and issue or participate in the
Letters of Credit, the Borrower hereby represents and warrants to the
Administrative Agent and each Lender that:

                  4.1      Financial Condition. (a) The unaudited pro forma
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at December 29, 2002 (including the notes thereto) (the "Pro Forma Balance
Sheet"), copies of which have heretofore been furnished to each Lender, has been
prepared giving effect (as if such events had occurred on such date) to (i) the
consummation of the Acquisition, (ii) the Loans to be made on the Closing Date
and the use of proceeds thereof and (iii) the payment of fees and expenses in
connection with the foregoing. The Pro Forma Balance Sheet has been prepared
based on the best information available to the Borrower as of the date of
delivery thereof, and presents fairly in all material respects on a pro forma
basis the estimated financial position of Borrower and its consolidated
Subsidiaries as at December 29, 2002, assuming that the events specified in the
preceding sentence had actually occurred at such date.

                  (b)      (i) The audited consolidated balance sheets of the
Borrower as at December 31, 2002 and December 31, 2001, and the related
consolidated statements of income and of cash flows for the fiscal years ended
on such dates, reported on by and accompanied by an unqualified report (other
than a qualification arising from the fact that Arthur Andersen LLP audited the
Borrower's annual financial statements for the Borrower's 2001 fiscal year) from
Deloitte & Touche LLP, present fairly in all material respects the consolidated
financial condition of the Borrower as at such dates, and the consolidated
results of its operations and its consolidated cash flows for the respective
fiscal years then ended. The audited consolidated

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                                                                              43

balance sheets of each of Chemicon Inc. and Chemicon Ltd as at December 31, 2002
and December 31, 2001, and the related consolidated statements of income and of
cash flows for the fiscal years ended on such dates and on December 31, 2000,
reported on by and accompanied by an unqualified report from Swenson
Corporation, present fairly in all material respects the consolidated financial
condition of Chemicon Inc. and Chemicon Ltd, respectively, as at such dates, and
the consolidated results of their respective operations and their respective
consolidated cash flows for the respective fiscal years then ended.

                  (ii)     The unaudited consolidated balance sheets of the
Borrower as at the end of each fiscal month of 2003 for which such financial
information is available, and the related unaudited consolidated statements of
income and of cash flows for the year-to-date periods ended on such dates, and
the unaudited financial information of each of Chemicon Inc. and Chemicon Ltd
for each fiscal month of 2003 for which such financial information is available,
present fairly in all material respects the consolidated financial condition of
each of the Borrower, Chemicon Inc. and Chemicon Ltd, respectively, as at such
dates, and the consolidated results of their respective operations and their
respective consolidated cash flows for the applicable year-to-date periods then
ended (subject to normal year-end audit adjustments).

                  (iii)    All of the financial statements referred to in the
foregoing clauses (i) and (ii), including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except (x) as approved by the applicable
aforementioned firm of accountants and disclosed therein, and (y) as to the
financial statements described in clause (ii) above, the absence of notes
thereto and subject to year-end audit adjustments).

                  (c)      Neither the Borrower, Chemicon Inc., Chemicon Ltd.
nor any of their respective Subsidiaries has any material Guarantee Obligations,
contingent liabilities and liabilities for taxes, or any long-term leases or
unusual forward or long-term commitments, including, without limitation, any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not reflected (to the extent
required by GAAP) in the most recent financial statements applicable to them
referred to in Section 4.1(b) or delivered pursuant to Section 6.1.

                  (d)      During the period from December 31, 2002 to and
including the date hereof there has been no Disposition by the Borrower,
Chemicon Inc., Chemicon Ltd or any of their respective Subsidiaries of any
material part of its business or Property.

                  4.2      No Change. Since December 31, 2002 there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

                  4.3      Corporate Existence; Compliance with Law. Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of Property or the conduct of its business
requires such qualification and (d) is in compliance with

<PAGE>

                                                                              44

all Requirements of Law, except in the case of clauses (c) and (d) to the extent
that the failure to be so qualified and in good standing or to comply with such
Requirements of Law could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect.

                  4.4      Corporate Power; Authorization; Enforceable
Obligations. Each Loan Party has the corporate power and authority, and the
legal right, to make, deliver and perform the Loan Documents to which it is a
party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has
taken all necessary corporate or other action to authorize the execution,
delivery and performance of the Loan Documents to which it is a party and, in
the case of the Borrower, to authorize the borrowings on the terms and
conditions of this Agreement. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the Acquisition, the borrowings
hereunder or the execution, delivery, performance, validity or enforceability of
this Agreement or any of the other Loan Documents, except (i) consents,
authorizations, filings and notices described in Schedule 4.4, which consents,
authorizations, filings and notices have been obtained or made and are in full
force and effect and (ii) the filings referred to in Section 4.19. Each Loan
Document has been duly executed and delivered on behalf of each Loan Party that
is a party thereto. This Agreement constitutes, and each other Loan Document
upon execution will constitute, a legal, valid and binding obligation of each
Loan Party that is a party thereto, enforceable against each such Loan Party in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

                  4.5      No Legal Bar. The execution, delivery and performance
of this Agreement and the other Loan Documents, the issuance of Letters of
Credit, the borrowings hereunder and the use of the proceeds thereof will not
violate any Requirement of Law or any material Contractual Obligation of the
Borrower or any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation
(other than the Liens created by the Security Documents). No Requirement of Law
or Contractual Obligation applicable to the Borrower or any of its Subsidiaries
could reasonably be expected to have a Material Adverse Effect.

                  4.6      No Material Litigation. No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the Borrower, threatened by or against the Borrower or
any of its Subsidiaries or against any of their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (b) that could, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

                  4.7      No Default. Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

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                                                                              45

                  4.8      Ownership of Property; Liens. Each of the Borrower
and its Subsidiaries has title in fee simple to, or a valid leasehold interest
in, all its real property, and good title to, or a valid leasehold interest in,
all its other Property, and none of such Property, including its real property,
is subject to any Lien except as permitted by Section 7.3.

                  4.9      Intellectual Property. Each of the Borrower and its
Subsidiaries owns, or is licensed to use, all material Intellectual Property
necessary for the conduct of its business as currently conducted. No material
claim has been asserted and is pending by any Person challenging or questioning
the use of any material Intellectual Property or the validity or effectiveness
of any material Intellectual Property, nor does the Borrower know of any valid
basis for any such claim. The use of Intellectual Property by the Borrower and
its Subsidiaries does not infringe on the rights of any Person in any respect
that could reasonably be expected to have a Material Adverse Effect.

                  4.10     Taxes. Each of the Borrower and each of its
Subsidiaries has filed or caused to be filed all Federal, state and other
material tax returns that are required to be filed and has paid all taxes shown
to be due and payable on said returns or on any assessments made against it or
any of its Property and all other taxes, fees or other charges imposed on it or
any of its Property by any Governmental Authority (other than any the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Borrower or its Subsidiaries, as the case may be).

                  4.11     Federal Regulations. No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U as now and
from time to time hereafter in effect or for any purpose that violates the
provisions of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

                  4.12     Labor Matters. There are no strikes or other labor
disputes against the Borrower or any of its Subsidiaries pending or, to the
knowledge of the Borrower, threatened that (individually or in the aggregate)
could reasonably be expected to have a Material Adverse Effect. Hours worked by
and payment made to employees of the Borrower and its Subsidiaries have not been
in violation of the Fair Labor Standards Act or any other applicable Requirement
of Law dealing with such matters that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect. All payments due from
the Borrower or any of its Subsidiaries on account of employee health and
welfare insurance that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect if not paid have been paid or accrued
as a liability on the books of the Borrower or the relevant Subsidiary.

                  4.13     ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has

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                                                                              46

occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period. The present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this representation
is made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount. Neither the Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to result
in a material liability under ERISA, and neither the Borrower nor any Commonly
Controlled Entity would become subject to any material liability under ERISA if
the Borrower or any such Commonly Controlled Entity were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding the
date on which this representation is made or deemed made. No such Multiemployer
Plan is in Reorganization or Insolvent.

                  4.14     Investment Company Act; Other Regulations. No Loan
Party is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.

                  4.15     Subsidiaries. (a) The Subsidiaries listed on Schedule
4.15 constitute all the Subsidiaries of the Borrower at the date hereof.
Schedule 4.15 sets forth as of the Closing Date the name and jurisdiction of
incorporation of each Subsidiary and, as to each Subsidiary, the percentage of
each class of Capital Stock owned by each Loan Party.

                  (b) There are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments (other than stock options
granted to employees or directors and directors' qualifying shares) of any
nature relating to any Capital Stock any Subsidiary of the Borrower.

                  4.16     Use of Proceeds. The proceeds of the Term Loans shall
be used to finance a portion of the Acquisition and to pay related fees and
expenses. The proceeds of the Revolving Credit Loans, and the Letters of Credit,
shall be used for general corporate purposes.

                  4.17     Environmental Matters. (a) Other than as set forth on
Schedule 4.17(a) and exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to result in the
payment of a Material Environmental Amount or have a Material Adverse Effect:

                           (i)      The Borrower and its Subsidiaries: (A) are,
                  and within the period of all applicable statutes of limitation
                  have been, in compliance with all applicable Environmental
                  Laws; (B) hold all Environmental Permits (each of which is in
                  full force and effect) required for any of their current or
                  intended operations or for any property owned, leased, or
                  otherwise operated by any of them; (C) are, and within the
                  period of all applicable statutes of limitation have been, in
                  compliance with all of their Environmental Permits; and (D)
                  reasonably believe that: each of their Environmental Permits
                  will be timely renewed and complied with, without material
                  expense; any additional Environmental Permits that may be
                  required of

<PAGE>

                                                                              47

                  any of them will be timely obtained and complied with, without
                  material expense; and compliance with any Environmental Law
                  that is or is expected to become applicable to any of them
                  will be timely attained and maintained, without material
                  expense.

                           (ii)     Materials of Environmental Concern are not
                  present at, on, under, in, or about any real property now or
                  formerly owned, leased or operated by the Borrower or any of
                  its Subsidiaries, or at any other location (including, without
                  limitation, any location to which Materials of Environmental
                  Concern have been sent for re-use or recycling or for
                  treatment, storage, or disposal) which could reasonably be
                  expected to (A) give rise to liability of the Borrower or any
                  of its Subsidiaries under any applicable Environmental Law or
                  otherwise result in costs to the Borrower or any of its
                  Subsidiaries, or (B) interfere with the Borrower's or any of
                  its Subsidiaries' continued operations, or (C) impair the fair
                  saleable value of any real property owned or leased by the
                  Borrower or any of its Subsidiaries.

                           (iii)    There is no judicial, administrative, or
                  arbitral proceeding (including any notice of violation or
                  alleged violation) under or relating to any Environmental Law
                  to which the Borrower or any of its Subsidiaries is, or to the
                  knowledge of the Borrower or any of its Subsidiaries will be,
                  named as a party that is pending or, to the knowledge of the
                  Borrower or any of its Subsidiaries, threatened; and to the
                  knowledge of the Borrower or any of its Subsidiaries, there
                  are no judicial, administrative, or arbitral proceedings under
                  or relating to any Environmental Law pending or threatened
                  against any Person other than the Borrower or its Subsidiaries
                  that could reasonably be expected to affect the Borrower or
                  any of its Subsidiaries.

                           (iv)     Neither the Borrower nor any of its
                  Subsidiaries has received any written request for information,
                  or been notified that it is a potentially responsible party
                  under or relating to the federal Comprehensive Environmental
                  Response, Compensation, and Liability Act of 1980, as amended,
                  or any similar Environmental Law, or with respect to any
                  Materials of Environmental Concern.

                           (v)      Neither the Borrower nor any of its
                  Subsidiaries has entered into or agreed to any consent decree,
                  order, or settlement or other agreement, or is subject to any
                  judgment, decree, or order or other agreement, in any
                  judicial, administrative, arbitral, or other forum for dispute
                  resolution, relating to compliance with or liability under any
                  Environmental Law.

                           (vi)     Neither the Borrower nor any of its
                  Subsidiaries has assumed or retained, by contract or operation
                  of law, any liabilities of any kind, fixed or contingent,
                  known or unknown, under any Environmental Law or with respect
                  to any Material of Environmental Concern.

                  (b)      Nothing listed on Schedule 4.17(a) could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

<PAGE>

                                                                              48

                  4.18     Accuracy of Information, etc. No statement or
information contained in this Agreement, any other Loan Document, the
Confidential Information Memorandum or any other document, certificate or
statement furnished to the Administrative Agent or the Lenders or any of them,
by or on behalf of any Loan Party for use in connection with the transactions
contemplated by this Agreement or the other Loan Documents, contained as of the
date such statement, information, document or certificate was so furnished (or,
in the case of the Confidential Information Memorandum, as of the date of this
Agreement), any untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements contained herein or
therein not misleading. The projections and pro forma financial information
contained in the materials referenced above are based upon good faith estimates
and assumptions believed by management of the Borrower to be reasonable at the
time made, it being recognized by the Lenders that such financial information as
it relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount. As of the
date hereof, the representations and warranties contained in the Acquisition
Documentation are true and correct in all material respects. There is no fact
known to any Loan Party that could reasonably be expected to have a Material
Adverse Effect that has not been expressly disclosed herein, in the other Loan
Documents, in the Confidential Information Memorandum or in any other documents,
certificates and statements furnished to the Administrative Agent and the
Lenders for use in connection with the transactions contemplated hereby and by
the other Loan Documents.

                  4.19     Security Documents. (a) The Guarantee and Collateral
Agreement is effective to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable security interest
in the Collateral described therein and proceeds thereof. In the case of the
Pledged Stock described in the Guarantee and Collateral Agreement, when any
stock certificates representing such Pledged Stock are delivered to the
Administrative Agent, and in the case of the other Collateral described in the
Guarantee and Collateral Agreement, when financing statements in appropriate
form are filed in the offices specified on Schedule 4.19(a)-1 and such other
filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement
have been completed, the Guarantee and Collateral Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person (except, in the case of
Collateral other than Pledged Stock, Liens permitted by Section 7.3). Schedule
4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as
debtor and (ii) will remain on file after the Closing Date. Schedule 4.19(a)-3
lists each UCC Financing Statement that (i) names any Loan Party as debtor and
(ii) will be terminated on or prior to the Closing Date; and on or prior to the
Closing Date, the Borrower will have either (A) caused the relevant secured
party to file UCC termination statements in respect of each UCC Financing
Statement listed in Schedule 4.19(a)-3 or (B) delivered to the Administrative
Agent duly completed UCC termination statements, accompanied by release
authorizations, signed by the relevant secured party, in respect of each UCC
Financing Statement listed in Schedule 4.19(a)-3.

                  (b)      Each of the Mortgages is effective to create in favor
of the Administrative Agent, for the benefit of the Secured Parties, a legal,
valid and enforceable Lien on the

<PAGE>

                                                                              49

Mortgaged Properties described therein and proceeds thereof; and when the
Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of
the Mortgages to be executed and delivered on the Closing Date) or in the
recording office designated by the Borrower (in the case of any Mortgage to be
executed and delivered pursuant to Section 6.10(b)), each Mortgage shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in the Mortgaged Properties described therein
and the proceeds thereof, as security for the Obligations (as defined in the
relevant Mortgage), in each case prior and superior in right to any other Person
(other than Persons holding Liens or other encumbrances or rights permitted by
the relevant Mortgage). Schedule 1.1 lists each parcel of real property in the
United States owned in fee simple by the Borrower or any of its Subsidiaries as
of the Closing Date.

                  4.20     Solvency. Each Loan Party is, and after giving effect
to the Acquisition, the incurrence of all Indebtedness and obligations being
incurred in connection herewith and therewith, and all indemnity, subrogation
and contribution rights of the Guarantors, will be and will continue to be,
Solvent.

                  4.21     Regulation H. No Mortgage encumbers improved real
property which is located in an area that has been identified by the Secretary
of Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968 (except any Mortgaged Properties as to which such flood insurance as
required by Regulation H has been obtained and is in full force and effect as
required by this Agreement).

                  4.22     Deposit Accounts and Securities Accounts. Schedule
4.22 lists all Deposit Accounts and Securities Accounts in existence on the
Closing Date, after giving effect to the transactions to be effected on the
Closing Date.

                  4.23     Inactive Subsidiaries. No Inactive Subsidiary (a) has
aggregate assets with a value in excess of $25,000 or (b) is engaged any
business.

                             SECTION 5. CONDITIONS PRECEDENT

                  5.1      Conditions to Initial Extension of Credit. The
agreement of each Lender to make the initial extension of credit requested to be
made by it hereunder is subject to the satisfaction, prior to or concurrently
with the making of such extension of credit on the Closing Date, of the
following conditions precedent:

                  (a)      Loan Documents. The Administrative Agent shall have
received (i) this Agreement, executed and delivered by a duly authorized officer
of the Borrower, (ii) the Guarantee and Collateral Agreement, executed and
delivered by a duly authorized officer of the Borrower and each Guarantor, (iii)
a Mortgage covering each of the Mortgaged Properties, executed and delivered by
a duly authorized officer of each party thereto, and (iv) a Lender Addendum,
executed and delivered by each Lender and accepted by the Borrower.

                  (b)      Acquisition. The Acquisition shall have been
consummated for an aggregate purchase price not exceeding $95,000,000 (inclusive
of Indebtedness to be assumed and repaid) pursuant to the Acquisition Agreement,
and no provision thereof shall have been

<PAGE>

                                                                              50

waived, amended, supplemented or otherwise modified in any respect materially
adverse to the Borrower.

                  (c)      Pro Forma Balance Sheet; Financial Statements. The
Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited
consolidated financial statements of the Borrower for the 2002 and 2001 fiscal
years, (iii) unaudited interim consolidated financial statements of the Borrower
for the year-to-date period ended subsequent to the date of the latest financial
statements delivered pursuant to clause (ii) above as to which such financial
statements are available, (iv) audited consolidated financial statements of each
of Chemicon Inc. and Chemicon Ltd for the 2002, 2001 and 2000 fiscal years and
(v) unaudited interim financial information of each of Chemicon Inc. and
Chemicon Ltd for the year-to-date period ended subsequent to the date of the
latest financial statements delivered pursuant to clause (iv) above as to which
such interim financial information is available; and such interim financial
information shall not, in the reasonable judgment of the Lenders, reflect any
material adverse change in the consolidated financial condition of the Borrower,
Chemicon Inc. or Chemicon Ltd, respectively, as reflected in the financial
statements or projections contained in the Confidential Information Memorandum.

                  (d)      Approvals. All governmental and material third party
approvals (including landlords' and other consents) necessary in connection with
the Acquisition, the continuing operations of the Borrower and its Subsidiaries
and the transactions contemplated hereby shall have been obtained and be in full
force and effect, and all applicable waiting periods shall have expired without
any action being taken or threatened by any competent authority which would
restrain, prevent or otherwise impose adverse conditions on the Acquisition or
the financing contemplated hereby.

                  (e)      Related Agreements. The Administrative Agent shall
have received (in a form reasonably satisfactory to the Administrative Agent),
true and correct copies, certified as to authenticity by the Borrower, of (i)
the Acquisition Agreement and (ii) such other documents or instruments as may be
reasonably requested by the Administrative Agent, including, without limitation,
a copy of any debt instrument, security agreement or other material contract to
which the Loan Parties may be a party.

                  (f)      Termination of Existing Credit Agreement. The
Administrative Agent shall have received evidence satisfactory to the
Administrative Agent that the Existing Credit Agreement shall be simultaneously
terminated, all amounts thereunder shall be simultaneously paid in full and
arrangements satisfactory to the Administrative Agent shall have been made for
the termination of Liens and security interests granted in connection therewith.

                  (g)      Fees. The Lenders, the Administrative Agent and the
Arranger shall have received all fees required to be paid on or before the
Closing Date, and the Administrative Agent shall have received reimbursement of
all reasonable out-of-pocket expenses of the Arranger and the Administrative
Agent payable by the Borrower in connection with the Facilities and for which
invoices have been presented (including reasonable fees, disbursements and other
charges of counsel to the Administrative Agent). All such amounts will be paid
with proceeds of Loans made on the Closing Date and will be reflected in the
funding instructions given by the Borrower to the Administrative Agent on or
before the Closing Date.

<PAGE>

                                                                              51

                  (h)      Business Plan. The business plan for fiscal years
2003 through 2008 and written analysis of the business and prospects of the
Borrower and its Subsidiaries for such period previously submitted by the
Borrower to the Lenders remains accurate in all material respects.

                  (i)      Solvency Analysis. The Lenders shall have received a
reasonably satisfactory solvency analysis certified by the chief financial
officer of the Borrower which shall document, in a manner reasonably
satisfactory to the Arranger, the solvency of the Borrower and its Subsidiaries
considered as a whole after giving effect to the Acquisition and the other
transactions contemplated hereby.

                  (j)      Lien Searches. The Administrative Agent shall have
received the results of a recent lien search in each of the jurisdictions in
which Uniform Commercial Code financing statement or other filings or
recordations should be made to evidence or perfect security interests in all
assets of the Loan Parties, and such search shall reveal no liens on any of the
assets of the Loan Party, except for Liens permitted by Section 7.3 or Liens to
be discharged on or prior to the Closing Date pursuant to documentation
satisfactory to the Administrative Agent.

                  (k)      Environmental Matters. The Administrative Agent shall
have received, with a copy for each Lender, customary environmental studies or
reports, which in form, scope and substance are satisfactory to the
Administrative Agent, concerning environmental matters affecting the Borrower or
its Subsidiaries.

                  (l)      Expenses. The Administrative Agent shall have
received satisfactory evidence that the fees and expenses to be incurred in
connection with the Acquisition and the financing thereof shall not exceed
$5,000,000 in the aggregate.

                  (m)      Closing Certificate. The Administrative Agent shall
have received a certificate of each Loan Party, dated the Closing Date,
substantially in the form of Exhibit C, with appropriate insertions and
attachments.

                  (n)      Legal Opinions. The Administrative Agent shall have
received the following executed legal opinions:

                  (i)      the legal opinion of King & Spalding LLP, counsel to
         the Borrower and its Subsidiaries, substantially in the form of Exhibit
         F;

                  (ii)     to the extent consented to by the relevant counsel,
         each legal opinion, if any, delivered in connection with the
         Acquisition Agreement, accompanied by a reliance letter in favor of the
         Lenders (it being understood that the Borrower shall use its reasonable
         best efforts to cause such counsel to provide such reliance letters);
         and

                  (iii)    the legal opinion of local counsel in each of
         California, Illinois, Kansas, Massachusetts, Nevada, Canada, Scotland
         and the United Kingdom and of such other special and local counsel as
         may be required by the Administrative Agent.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

<PAGE>

                                                                              52

                  (o)      Pledged Stock; Stock Powers; Acknowledgment and
Consent; Pledged Notes. The Administrative Agent shall have received (i) the
certificates representing the shares of Capital Stock pledged pursuant to the
Guarantee and Collateral Agreement, together with an undated stock power for
each such certificate executed in blank by a duly authorized officer of the
pledgor thereof, (ii) an Acknowledgment and Consent, substantially in the form
of Annex II to the Guarantee and Collateral Agreement, duly executed by any
issuer of Capital Stock pledged pursuant to the Guarantee and Collateral
Agreement that is not itself a party to the Guarantee and Collateral Agreement
and (iii) each promissory note (if any) pledged pursuant to the Guarantee and
Collateral Agreement endorsed (without recourse) in blank (or accompanied by an
executed transfer form in blank satisfactory to the Administrative Agent) by the
pledgor thereof.

                  (p)      Filings, Registrations and Recordings. Each document
(including, without limitation, any Uniform Commercial Code financing statement)
required by the Security Documents or under law or reasonably requested by the
Administrative Agent to be filed, registered or recorded in order to create in
favor of the Administrative Agent, for the benefit of the Secured Parties, a
perfected Lien on the Collateral described therein, prior and superior in right
to any other Person (other than with respect to Liens expressly permitted by
Section 7.3), shall have been filed, registered or recorded or shall have been
delivered to the Administrative Agent in proper form for filing, registration or
recordation.

                  (q)      Title Insurance; Flood Insurance. (i) The
Administrative Agent shall have received in respect of each Mortgaged Property a
mortgagee's title insurance policy (or policies) or marked up unconditional
binder for such insurance. Each such policy shall (A) be in an amount
satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C)
insure that the Mortgage insured thereby creates a valid first Lien on such
Mortgaged Property free and clear of all defects and encumbrances, except as
disclosed therein; (D) name the Administrative Agent for the benefit of the
Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan
Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F)
contain such endorsements and affirmative coverage as the Administrative Agent
may reasonably request and (G) be issued by a title insurance company (each, a
"Title Insurance Company") satisfactory to the Administrative Agent (including
any such title insurance companies acting as co-insurers or reinsurers, at the
option of the Administrative Agent). The Administrative Agent shall have
received evidence satisfactory to it that all premiums in respect of each such
policy, all charges for mortgage recording tax, and all related expenses, if
any, have been paid.

                  (ii)     The Administrative Agent shall have received, and the
Title Insurance Company issuing the policy referred to in clause (i) above shall
have received, maps or plats of an as-built survey of the sites of the Mortgaged
Properties certified to the Administrative Agent and the Title Insurance Company
in a manner reasonably satisfactory to them, dated a date reasonably
satisfactory to the Administrative Agent and the Title Insurance Company by an
independent professional licensed land surveyor satisfactory to the
Administrative Agent and the Title Insurance Company, which maps or plats and
the surveys on which they are based shall be made in accordance with the Minimum
Standard Detail Requirements for Land Title Surveys jointly established and
adopted by the American Land Title Association and the American Congress on
Surveying and Mapping in 1992, and, without limiting the generality of the
foregoing, there shall be surveyed and shown on such maps, plats or surveys the
following:

<PAGE>

                                                                              53

(A) the locations on such sites of all the buildings, structures and other
improvements and the established building setback lines; (B) the lines of
streets abutting the sites and width thereof; (C) all access and other easements
appurtenant to the sites; (D) all roadways, paths, driveways, easements,
encroachments and overhanging projections and similar encumbrances affecting the
site, whether recorded, apparent from a physical inspection of the sites or
otherwise known to the surveyor; (E) any encroachments on any adjoining property
by the building structures and improvements on the sites; (F) if the site is
described as being on a filed map, a legend relating the survey to said map; and
(G) the flood zone designations, if any, in which the Mortgaged Properties are
located.

                  (iii)    The Administrative Agent shall have received (A) a
policy of flood insurance that (1) covers any parcel of improved real property
that is encumbered by any Mortgage and is located in a flood hazard area as
designated on any U.S. Department of H.U.D. Flood Insurance Boundary Map, (2) is
written in an amount not less than the outstanding principal amount of the
indebtedness secured by such Mortgage that is reasonably allocable to such real
property or the maximum limit of coverage made available with respect to the
particular type of property under the National Flood Insurance Act of 1968,
whichever is less, and (3) has a term ending not later than the maturity of the
indebtedness secured by such Mortgage or that may be extended to such maturity
date and (B) confirmation that the Borrower has received the notice required
pursuant to Section 208(e)(3) of Regulation H of the Board.

                  (iv)     The Administrative Agent shall have received a copy
of all recorded documents referred to, or listed as exceptions to title in, the
title policy or policies referred to in clause (i) above and a copy of all other
material documents affecting the Mortgaged Properties.

                  (r)      Insurance. The Administrative Agent shall have
received insurance certificates satisfying the requirements of Section 5.3 of
the Guarantee and Collateral Agreement.

                  (s)      Minimum Ratings. The Borrower shall have obtained a
rating for the Facilities of at least B1 from Moody's and at least B+ from S&P.

                  (t)      Minimum EBITDA. The Lenders shall be satisfied that
the Consolidated EBITDA of the Borrower as of December 31, 2002, calculated on a
pro forma basis after giving effect to the consummation of the Acquisition and
the financing contemplated hereby, shall be at least $37,000,000 (after adding
back $3,600,000 in "special charges" (as set forth in the Borrower's audited
consolidated financial statements for the fiscal year ended December 31, 2002)
related to restructuring and other non-recurring charges or expenses, but not
adding back $3,700,000 in certain one-time expenses related to the integration
of Intergen, operations of the former Intergen headquarters and consulting fees
related to the evaluation of the therapeutic plasma operations).

                  5.2      Conditions to Each Extension of Credit. The agreement
of each Lender to make any extension of credit requested to be made by it
hereunder on any date (including, without limitation, its initial extension of
credit) is subject to the satisfaction of the following conditions precedent:

<PAGE>

                                                                              54

                  (a)      Representations and Warranties. Each of the
representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of such
date as if made on and as of such date (except for representations and
warranties expressly stated to relate to a specific earlier date, in which case
such representations and warranties were true and correct in all material
respects as of such earlier date).

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

                  Each borrowing by and issuance of a Letter of Credit on behalf
of the Borrower hereunder shall constitute a representation and warranty by the
Borrower as of the date of such extension of credit that the conditions
contained in this Section 5.2 have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder, the
Borrower shall and shall cause each of its Subsidiaries to:

                  6.1      Financial Statements. Furnish to the Administrative
Agent and each Lender:

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

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

all such financial statements to be complete and correct in all material
respects and to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein and, in the case of the financial statements

<PAGE>

                                                                              55

described in clause (b) above, except for the absence of notes and subject to
year-end audit adjustments).

                  6.2      Certificates; Other Information. Furnish to the
Administrative Agent and each Lender, or, in the case of clause (i), to the
relevant Lender:

                  (a)      concurrently with the delivery of the financial
statements referred to in Section 6.1(a), a written statement of the independent
certified public accountants reporting on such financial statements that in
making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default, except as specified in such written statement (it
being understood that such written statement shall be limited to the items that
independent certified public accountants are permitted to cover in such
certificates pursuant to their professional standards and customs of the
profession);

                  (b)      concurrently with the delivery of any financial
statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer
stating that, to the best of such Responsible Officer's knowledge, each Loan
Party during such period has observed or performed all of its covenants and
other agreements contained in this Agreement and the other Loan Documents to
which it is a party to be observed or performed by it, and that such Responsible
Officer has obtained no knowledge of any Default or Event of Default except as
specified in such certificate and (ii) in the case of quarterly or annual
financial statements, (x) a Compliance Certificate containing all information
and calculations necessary for determining compliance by the Borrower and its
Subsidiaries with the provisions of this Agreement referred to therein as of the
last day of the fiscal quarter or fiscal year of the Borrower, as the case may
be, (y) to the extent not previously disclosed to the Administrative Agent, a
listing of any Intellectual Property acquired, and of any Subsidiary formed or
acquired, by any Loan Party since the date of the most recent list delivered
pursuant to this clause (y) (or, in the case of the first such list so
delivered, since the Closing Date) and (z) any UCC financing statements or other
filings specified in such Compliance Certificate as being required to be
delivered therewith;

                  (c)      as soon as available, and in any event no later than
45 days after the end of each fiscal year of the Borrower, a detailed
consolidated budget for the following fiscal year (including a projected
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
the following fiscal year, and the related consolidated statements of projected
cash flow, projected changes in financial position and projected income), and,
as soon as available, significant revisions, if any, of such budget and
projections with respect to such fiscal year (collectively, the "Projections"),
which Projections shall in each case be accompanied by a certificate of a
Responsible Officer stating that such Projections are based on reasonable
estimates, information and assumptions and that such Responsible Officer has no
reason to believe that such Projections are incorrect or misleading in any
material respect;

                  (d)      within 45 days after the end of each fiscal quarter
of the Borrower, a narrative discussion and analysis of the financial condition
and results of operations of the Borrower and its Subsidiaries for such fiscal
quarter and for the period from the beginning of the then current fiscal year to
the end of such fiscal quarter, as compared to the portion of the Projections
covering such periods and to the comparable periods of the previous year;

<PAGE>

                                                                              56

                  (e)      no later than 10 Business Days prior to the
effectiveness thereof, copies of substantially final drafts of any proposed
amendment, supplement, waiver or other modification with respect to the
Acquisition Agreement;

                  (f)      within five days after the same are sent, copies of
all financial statements and reports that the Borrower sends to the holders of
any class of its debt securities or public equity securities and, within five
days after the same are filed, copies of all financial statements and reports
that the Borrower may make to, or file with, the SEC;

                  (g)      as soon as possible and in any event within three
days of obtaining knowledge thereof: (i) any development, event, or condition
that, individually or in the aggregate with other developments, events or
conditions, could reasonably be expected to result in the payment by the
Borrower and its Subsidiaries, in the aggregate, of a Material Environmental
Amount; and (ii) any notice that any governmental authority may deny any
application for a material Environmental Permit sought by, or revoke or refuse
to renew any material Environmental Permit held by, the Borrower or any of its
Subsidiaries;

                  (h)      promptly upon the Administrative Agent's request, a
copy of each report of any Person (including ABRA) with respect to the condition
of any Donor Center citing any material adverse condition or deficiency at such
Donor Center; and

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

                  6.3      Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, 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 Borrower or its Subsidiaries, as the case may be.

                  6.4      Conduct of Business and Maintenance of Existence,
etc. (a) (i) Preserve, renew and keep in full force and effect its corporate or
other existence (except in the case of Inactive Subsidiaries) and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 7.4 or 7.5 and, in the case of clause (ii) above,
except to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect; and (b) comply with all Contractual Obligations
and Requirements of Law, except to the extent that failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

                  6.5      Maintenance of Property; Insurance. (a) Keep all
Property and systems useful and necessary in its business in good working order
and condition, ordinary wear and tear excepted and (b) maintain with financially
sound and reputable insurance companies insurance on all its Property in at
least such amounts and against at least such risks (but including in any event
public liability, product liability and business interruption) as are usually
insured against in the same general area by companies engaged in the same or a
similar business.

<PAGE>

                                                                              57

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

                  6.7      Notices. Promptly give notice to the Administrative
Agent and each Lender of:

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

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

                  (c)      any litigation or proceeding affecting the Borrower
or any of its Subsidiaries in which the amount involved is $1,500,000 or more
and not covered by insurance or in which injunctive or similar relief is sought;

                  (d)      the following events, as soon as possible and in any
event within 30 days after the Borrower knows or has reason to know thereof: (i)
the occurrence of any Reportable Event with respect to any Plan, a failure to
make any required contribution to a Plan, the creation of any Lien in favor of
the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or
the taking of any other action by the PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the termination, Reorganization or Insolvency of, any Plan; and

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

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

                  6.8      Environmental Laws. (a) Comply in all material
respects with, and ensure compliance in all material respects by all tenants and
subtenants, if any, with, all applicable Environmental Laws, and obtain and
comply in all material respects with and maintain, and ensure that all tenants
and subtenants obtain and comply in all material respects with and maintain, any
and all Environmental Permits. For purposes of this paragraph (a), noncompliance
by the Borrower with any applicable Environmental Law or Environmental Permit
shall be deemed not to constitute a breach of this covenant provided that, upon
learning of

<PAGE>

                                                                              58

any actual or suspected noncompliance, the Borrower shall promptly undertake all
reasonable efforts to achieve compliance, and provided further that, in any
case, such noncompliance, and any other noncompliance with Environmental Law,
individually or in the aggregate, could not reasonably be expected to give rise
to a Material Adverse Effect.

                  (b)      Conduct and complete all investigations, studies,
sampling and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all orders
and directives of all Governmental Authorities regarding Environmental Laws;
provided, however, that the Borrower shall not be deemed in violation of this
covenant if it promptly challenges in good faith any such order or directive of
any Governmental Authorities in a manner consistent with all applicable
Environmental Laws and pursues such challenge or challenges diligently, and the
pendency of such challenges, in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

                  (c)      Generate, use, treat, store, release, dispose of, and
otherwise manage Materials of Environmental Concern in a manner that would not
reasonably be expected to result in a material liability to the Borrower or any
of its Subsidiaries or to materially affect any real property owned or leased by
any of them; and take reasonable efforts to prevent any other Person from
generating, using, treating, storing, releasing, disposing of, or otherwise
managing Materials of Environmental Concern in a manner that could reasonably be
expected to result in a material liability to, or materially affect any real
property owned or operated by, the Borrower or any of its Subsidiaries.

                  6.9      Interest Rate Protection. In the case of the
Borrower, within 120 days after the Closing Date, enter into Hedge Agreements to
the extent necessary to provide that at least 50% of the Term Loan Facility is
subject to either a fixed interest rate or interest rate protection for a period
of not less than three years, which Hedge Agreements shall have terms and
conditions reasonably satisfactory to the Administrative Agent.

                  6.10     Additional Collateral, etc. (a) With respect to any
Property acquired after the Closing Date by the Borrower or any of its
Subsidiaries (other than (x) any Property described in paragraph (b) or
paragraph (c) of this Section, (y) any Property subject to a Lien expressly
permitted by Section 7.3 and (z) Property acquired by an Excluded Foreign
Subsidiary) as to which the Administrative Agent, for the benefit of the Secured
Parties, does not have a perfected Lien, promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
or such other documents as the Administrative Agent deems necessary or advisable
to grant to the Administrative Agent, for the benefit of the Secured Parties, a
security interest in such Property and (ii) take all actions necessary or
advisable to grant to the Administrative Agent, for the benefit of the Secured
Parties, a perfected first priority security interest in such Property (subject
to such exclusions as are permitted by Section 4.3 of the Guarantee and
Collateral Agreement), including without limitation, the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement or by law or as may be requested by the
Administrative Agent.

                  (b)      With respect to any fee interest in any real property
having a value (together with improvements thereof) of at least $250,000
acquired after the Closing Date by the

<PAGE>

                                                                              59

Borrower or any of its Subsidiaries (other than any such real property owned by
an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by
Section 7.3), promptly (i) execute and deliver a first priority Mortgage in
favor of the Administrative Agent, for the benefit of the Secured Parties,
covering such real property, (ii) if requested by the Administrative Agent,
provide the Lenders with (x) title and extended coverage insurance covering such
real property in an amount at least equal to the purchase price of such real
property (or such other amount as shall be reasonably specified by the
Administrative Agent) as well as a current ALTA survey thereof, together with a
surveyor's certificate and (y) any consents or estoppels reasonably deemed
necessary or advisable by the Administrative Agent in connection with such
Mortgage, each of the foregoing in form and substance reasonably satisfactory to
the Administrative Agent, and (iii) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described in clause (i) above, which opinions shall be in form and substance,
and from counsel, reasonably satisfactory to the Administrative Agent.

                  (c)      With respect to any new Subsidiary (other than an
Excluded Foreign Subsidiary) created or acquired after the Closing Date (which,
for the purposes of this paragraph, shall include any existing Subsidiary that
ceases to be an Excluded Foreign Subsidiary or an Inactive Subsidiary), by the
Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in the Capital Stock of such new Subsidiary that is
owned by the Borrower or any of its Subsidiaries, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such
new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement
and (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Secured Parties a perfected first
priority security interest in the Collateral described in the Guarantee and
Collateral Agreement with respect to such new Subsidiary, including, without
limitation, the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by
law or as may be requested by the Administrative Agent, and (iv) if requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

                  (d)      With respect to any new Excluded Foreign Subsidiary
created or acquired after the Closing Date by the Borrower or any of its
Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement or such other documents as the Administrative Agent
deems necessary or advisable in order to grant to the Administrative Agent, for
the benefit of the Secured Parties, a perfected first priority security interest
in the Capital Stock of such new Subsidiary that is owned by the Borrower or any
of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided
that in no event shall more than 65% of the total outstanding Capital Stock of
any such new Excluded Foreign Subsidiary be required to be so pledged), (ii)
deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by a
duly authorized officer of the Borrower or such Subsidiary, as the case may be,
and take such other

<PAGE>

                                                                              60

action as may be necessary or, in the opinion of the Administrative Agent,
desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

                  (e)      Within 15 days after the Closing Date, deliver to the
Administrative Agent the executed legal opinion of local counsel in Pennsylvania
covering such matters as the Administrative Agent may reasonably require.

                  (f)      Within 45 days after the Closing Date, deliver to the
Administrative Agent (i) an Equitable Mortgage of Shares with respect to 65% of
the outstanding Capital Stock of Chemicon Australia, executed and delivered by a
duly authorized officer of Chemicon Inc., (ii) certificates representing the
shares of Capital Stock pledged pursuant to the Equitable Mortgage of Shares
referred to in clause (i) above, together with an undated stock power for such
certificate executed in blank by a duly authorized officer of Chemicon Inc.,
(iii) an Acknowledgment and Consent, in form and substance acceptable to the
Administrative Agent, executed and delivered by a duly authorized officer of
Chemicon Australia and (iv) the executed legal opinion of local counsel in
Australia covering such matters as the Administrative Agent may reasonably
require, provided that the Borrower and its Subsidiaries shall not be required
to comply with the requirements of this Section 6.10(f) if the Administrative
Agent, in its sole discretion, determines that the cost of such compliance is
excessive in relation to the value of the collateral security to be afforded
thereby.

                  6.11     Further Assurances. From time to time execute and
deliver, or cause to be executed and delivered, such additional instruments,
certificates or documents, and take such actions, as the Administrative Agent
may reasonably request for the purposes of implementing or effectuating the
provisions of this Agreement and the other Loan Documents, or of more fully
perfecting or renewing the rights of the Administrative Agent and the Lenders
with respect to the Collateral (or with respect to any additions thereto or
replacements or proceeds thereof or with respect to any other property or assets
hereafter acquired by the Borrower or any Subsidiary which may be deemed to be
part of the Collateral) pursuant hereto or thereto. Upon the exercise by the
Administrative Agent or any Lender of any power, right, privilege or remedy
pursuant to this Agreement or the other Loan Documents which requires any
consent, approval, recording, qualification or authorization of any Governmental
Authority, the Borrower will execute and deliver, or will cause the execution
and delivery of, all applications, certifications, instruments and other
documents and papers that the Administrative Agent or such Lender may be
required to obtain from the Borrower or any of its Subsidiaries for such
governmental consent, approval, recording, qualification or authorization.

                  6.12     Dissolution of Inactive Subsidiaries. As promptly as
practicable, but in any event within 90 days after the Closing Date, liquidate,
dissolve or merge each Inactive Subsidiary (other than Bioscot Ltd) in a
transaction expressly permitted by Section 7.4.

<PAGE>

                                                                              61

                         SECTION 7. NEGATIVE COVENANTS

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

                  7.1      Financial Condition Covenants.

                  (a)      Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to
exceed the ratio set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                               Consolidated
Fiscal Quarter                Leverage Ratio
--------------                --------------
<S>                           <C>
  FQ2 2003                     3.00 to 1.00
  FQ3 2003                     3.00 to 1.00
  FQ4 2003                     3.00 to 1.00
  FQ1 2004                     2.50 to 1.00
  FQ2 2004                     2.50 to 1.00
  FQ3 2004                     2.50 to 1.00
  FQ4 2004                     2.50 to 1.00
  FQ1 2005                     2.00 to 1.00
  FQ2 2005                     2.00 to 1.00
  FQ3 2005                     2.00 to 1.00
  FQ4 2005                     2.00 to 1.00
  FQ1 2006                     1.50 to 1.00
  FQ2 2006                     1.50 to 1.00
  FQ3 2006                     1.50 to 1.00
  FQ4 2006                     1.50 to 1.00
  FQ1 2007 and
  thereafter                   1.25 to 1.00
</TABLE>

                  (b)      Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to be
less than the ratio set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                                Consolidated
Fiscal Quarter             Interest Coverage Ratio
--------------             -----------------------
<S>                        <C>
  FQ2 2003                      5.75 to 1.00
  FQ3 2003                      5.75 to 1.00
  FQ4 2003                      5.75 to 1.00
  FQ1 2004                      6.00 to 1.00
  FQ2 2004                      6.25 to 1.00
</TABLE>

<PAGE>

                                                                              62

<TABLE>
<S>                             <C>
  FQ3 2004                      6.50 to 1.00
  FQ4 2004                      6.75 to 1.00
  FQ1 2005                      7.75 to 1.00
  FQ2 2005                      7.75 to 1.00
  FQ3 2005                      7.75 to 1.00
  FQ4 2005                      7.75 to 1.00
  FQ1 2006 and
  thereafter                    8.75 to 1.00
</TABLE>

                  (c)      Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower ending with any fiscal quarter set forth below
to be less than the ratio set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                                  Consolidated
Fiscal Quarter             Fixed Charge Coverage Ratio
--------------             ---------------------------
<S>                        <C>
  FQ2 2003                         1.15 to 1.00
  FQ3 2003                         1.15 to 1.00
  FQ4 2003                         1.15 to 1.00
  FQ1 2004                         1.15 to 1.00
  FQ2 2004                         1.15 to 1.00
  FQ3 2004                         1.15 to 1.00
  FQ4 2004                         1.15 to 1.00
  FQ1 2005                         1.15 to 1.00
  FQ2 2005                         1.15 to 1.00
  FQ3 2005                         1.15 to 1.00
  FQ4 2005                         1.15 to 1.00
  FQ1 2006                         1.15 to 1.00
  FQ2 2006                         1.15 to 1.00
  FQ3 2006                         1.15 to 1.00
  FQ4 2006                         1.15 to 1.00
  FQ1 2007                         1.15 to 1.00
  FQ2 2007                         1.15 to 1.00
  FQ3 2007                         1.15 to 1.00
  FQ4 2007                         1.15 to 1.00
  FQ1 2008 and
  thereafter                       1.40 to 1.00
</TABLE>

                  (d)      Minimum EBITDA. Permit Consolidated EBITDA of the
Borrower as of the last day of any period of four consecutive fiscal quarters of
the Borrower ending with any fiscal quarter set forth below to be less than the
amount set forth below opposite such fiscal quarter:

<PAGE>

                                                                              63

<TABLE>
<CAPTION>
                                       Consolidated
Fiscal Quarter                            EBITDA
--------------                            ------
<S>                                    <C>
  FQ1 2003                             $ 35,000,000
  FQ2 2003                             $ 35,000,000
  FQ3 2003                             $ 37,000,000
  FQ4 2003                             $ 41,000,000
  FQ1 2004                             $ 43,000,000
  FQ2 2004                             $ 45,000,000
  FQ3 2004                             $ 48,000,000
  FQ4 2004                             $ 52,000,000
  FQ1 2005                             $ 52,000,000
  FQ2 2005                             $ 63,000,000
  FQ3 2005                             $ 63,000,000
  FQ4 2005                             $ 73,000,000
  FQ1 2006                             $ 73,000,000
  FQ2 2006                             $ 73,000,000
  FQ3 2006                             $ 73,000,000
  FQ4 2006                             $ 91,000,000
  FQ1 2007                             $ 91,000,000
  FQ2 2007                             $ 91,000,000
  FQ3 2007                             $ 91,000,000
  FQ4 2007 and
  thereafter                           $112,000,000
</TABLE>

                  7.2      Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a)      Indebtedness of any Loan Party pursuant to any Loan
Document;

                  (b)      Indebtedness of the Borrower to any Subsidiary and of
any Subsidiary to the Borrower or any other Subsidiary, provided that
Indebtedness pursuant to this paragraph (b) of any Subsidiary that is not a
Wholly Owned Subsidiary Guarantor shall be subject to Section 7.8(c);

                  (c)      Indebtedness (including, without limitation, Capital
Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate
principal amount not to exceed $3,000,000 at any one time outstanding;

                  (d)      Indebtedness outstanding on the date hereof and
listed on Schedule 7.2(d) and any refinancings, refundings, renewals or
extensions thereof (without any increase in the principal amount thereof or any
shortening of the maturity of any principal amount thereof);

                  (e)      Guarantee Obligations made in the ordinary course of
business by the Borrower or any of its Subsidiaries of obligations of the
Borrower or any Subsidiary, provided that Guarantee Obligations pursuant to this
paragraph (e) of obligations of any Subsidiary that is not a Wholly Owned
Subsidiary Guarantor shall be subject to Section 7.8(c);

<PAGE>

                                                                              64

                  (f)      Indebtedness of any Person that becomes a Subsidiary
after the date hereof or assumed by the Borrower or any Subsidiary in connection
with any acquisition of assets, in each case in a transaction expressly
permitted by this Agreement, provided that (i) such Indebtedness exists at the
time such Person becomes a Subsidiary, or such assets are acquired, and is not
created in contemplation of or in connection with such Person becoming a
Subsidiary or in connection with such acquisition, as the case may be, and (ii)
the aggregate principal amount of all such Indebtedness shall not exceed
$3,000,000 at any one time outstanding; and

                  (g)      additional Indebtedness of the Borrower or any of its
Subsidiaries in an aggregate principal amount (for the Borrower and all
Subsidiaries) not to exceed $3,000,000 at any one time outstanding.

                  7.3      Limitation on Liens. Create, incur, assume or suffer
to exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except for:

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

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

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

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

                  (e)      easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business that, in the
aggregate, are not substantial in amount and 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 Borrower or any of its
Subsidiaries;

                  (f)      Liens in existence on the date hereof listed on
Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided
that no such Lien is spread to cover any additional Property after the Closing
Date and that the amount of Indebtedness secured thereby is not increased;

                  (g)      Liens securing Indebtedness of the Borrower or any
other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition,
construction or improvement of fixed or capital assets, provided that (i) such
Liens shall be created within 90 days (or, in the case of construction, 180
days) after the completion of such acquisition, construction or improvement of
such fixed or capital assets, (ii) such Liens do not at any time encumber any
Property other than the Property financed by such Indebtedness, (iii) the amount
of Indebtedness secured

<PAGE>

                                                                              65

thereby is not increased and (iv) the amount of Indebtedness initially secured
thereby is not more than 100% of the cost of such fixed or capital asset and
improvements thereon;

                  (h)      Liens created pursuant to the Security Documents;

                  (i)      any interest or title of a lessor under any lease
entered into by the Borrower or any other Subsidiary in the ordinary course of
its business and covering only the assets so leased;

                  (j)      any Lien existing on any property or asset prior to
the acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof
prior to the time such Person becomes a Subsidiary; provided that (i) such Lien
is not created in contemplation of or in connection with such acquisition or
such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property or asset of the Borrower or any Subsidiary and (iii)
such Lien shall secure only those obligations which it secures on the date of
such acquisition or the date such Person becomes a Subsidiary, as the case may
be; and

                  (k)      Liens not otherwise permitted by this Section 7.3 so
long as neither (i) the aggregate outstanding principal amount of the
obligations secured thereby nor (ii) the aggregate fair market value
(determined, in the case of each such Lien, as of the date such Lien is
incurred) of the assets subject thereto exceeds (as to the Borrower and all
Subsidiaries) $3,000,000 at any one time.

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

                  (a)      any Subsidiary of the Borrower may be merged or
consolidated with or into the Borrower (provided that the Borrower shall be the
continuing or surviving corporation) or with or into any Guarantor (provided
that (i) a Guarantor shall be the continuing or surviving corporation or (ii)
simultaneously with such transaction, the continuing or surviving corporation
shall become a Guarantor and the Borrower shall comply with Section 6.10 in
connection therewith);

                  (b)      any Subsidiary of the Borrower that is not a
Guarantor may be merged or consolidated with or into another Subsidiary that is
not a Guarantor;

                  (c)      any Subsidiary of the Borrower may Dispose of any or
all of its Property or business (upon voluntary liquidation, dissolution or
otherwise) to the Borrower or any Guarantor;

                  (d)      any Subsidiary of the Borrower that is not a
Guarantor may Dispose of any or all of Property or business (upon voluntary
liquidation, dissolution or otherwise) to another Subsidiary that is not a
Guarantor; and

                  (e)      any Inactive Subsidiary may be liquidated or
dissolved.

<PAGE>

                                                                              66

                  7.5      Limitation on Disposition of Property. Dispose of any
of its Property (including, without limitation, receivables and leasehold
interests), whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any
Person, except:

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

                  (b)      the sale of inventory in the ordinary course of
business, and the Disposition of cash and Cash Equivalents in the ordinary
course of business;

                  (c)      Dispositions permitted by Section 7.4;

                  (d)      the sale or issuance of any Subsidiary's Capital
Stock to the Borrower or any Guarantor;

                  (e)      the Disposition of other assets having a fair market
value not to exceed $2,500,000 in the aggregate for any fiscal year of the
Borrower, provided that (i) such Disposition is made for at least 75% cash
consideration and (ii) the requirements of Section 2.10(b) are complied with in
connection therewith;

                  (f)      any Recovery Event, provided that the requirements of
Section 2.10(b) are complied with in connection therewith; and

                  (g)      Restricted Payments permitted by Section 7.6.

                  7.6      Limitation on Restricted Payments. Declare or pay any
dividend on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any Capital Stock of the Borrower or any
Subsidiary, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of the Borrower or any Subsidiary, or enter into any
derivatives or other transaction with any financial institution, commodities or
stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the
Borrower or any Subsidiary to make payments to such Derivatives Counterparty as
a result of any change in market value of any such Capital Stock (collectively,
"Restricted Payments"), except that:

                  (a)      any Subsidiary may make Restricted Payments to the
Borrower or any Guarantor;

                  (b)      any Subsidiary that is not a Guarantor may make
Restricted Payments to another Subsidiary that is not a Guarantor;

                  (c)      the Borrower may make Restricted Payments in the form
of common stock of the Borrower; and

                  (d)      the Borrower may purchase the Borrower's common stock
or common stock options from present or former officers or employers of the
Borrower or any Subsidiary

<PAGE>

                                                                              67

upon the death, disability of termination of employment of such officer or
employer, provided that the aggregate amount of payments under this paragraph
subsequent to the date hereof (net of any proceeds received by the Borrower
subsequent to the date hereof in connection with resales of any common stock or
common stock options so purchased) shall not exceed $2,000,000.

                  7.7      Limitation on Capital Expenditures. Make or commit to
make any Capital Expenditure, except Capital Expenditures of the Borrower and
its Subsidiaries not exceeding, in the aggregate for the Borrower and its
Subsidiaries during any fiscal year of the Borrower set forth below, the amount
set forth opposite such fiscal year:

<TABLE>
<CAPTION>
                           Capital Expenditure
Fiscal Year                       Amount
-----------                       ------
<S>                        <C>
  2003                         $11,000,000
  2004                         $12,000,000
  2005                         $15,000,000
  2006                         $15,000,000
  2007                         $16,000,000
  2008                         $16,000,000;
</TABLE>

provided that (a) up to 50% of any such amount referred to above, if not so
expended in the fiscal year for which it is permitted, may be carried over for
expenditure in the next succeeding fiscal year and (b) Capital Expenditures made
pursuant to this Section during any fiscal year shall be deemed made, first, in
respect of amounts permitted for such fiscal year as provided above and second,
in respect of amounts carried over from the prior fiscal year pursuant to clause
(a) above.

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

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

                  (b)      investments in Cash Equivalents;

                  (c)      Investments (including those arising in connection
with the incurrence of Indebtedness permitted by Sections 7.2(b) and (e)) by the
Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to
such Investment, is a Subsidiary, provided that, from and after the Closing
Date, (i) no additional Investments may be made in any Inactive Subsidiary and
(ii) the aggregate amount of additional Investments in all Subsidiaries that are
not Wholly Owned Subsidiary Guarantors shall not exceed $7,000,000 at any one
time outstanding;

                  (d)      loans and advances to employees of the Borrower or
any Subsidiaries of the Borrower in the ordinary course of business (including,
without limitation, for travel, entertainment and relocation expenses) in an
aggregate amount for the Borrower and Subsidiaries of the Borrower not to exceed
$500,000 at any one time outstanding;

<PAGE>

                                                                              68

                  (e)      the Acquisition and any other Permitted Acquisition;

                  (f)      Investments existing on the date hereof and set forth
on Schedule 7.8(f);

                  (g)      Investments received in connection with bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers;

                  (h)      Investments received as non-cash consideration in
respect of sales of property permitted by Section 7.5; and

                  (i)      in addition to Investments otherwise expressly
permitted by this Section, Investments by the Borrower or any of its
Subsidiaries in an aggregate amount (valued at cost) not to exceed $5,000,000 at
any one time outstanding, provided that no Investment made as permitted by this
clause (i) shall be in respect of any acquisition of all or substantially all of
the Capital Stock, or substantially all of the assets, of any Person, or of all
or substantially all of the assets constituting a division, product line or
business line of any Person.

                  7.9      Limitation on Modifications of Charter Documents.
Amend its certificate of incorporation, or other organizational documents, in
any manner determined by the Administrative Agent to be adverse in any material
respect to the Lenders.

                  7.10     Limitation on Transactions with Affiliates. Enter
into any transaction, including, without limitation, any purchase, sale, lease
or exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the
Borrower or any Guarantor) unless such transaction is (a) otherwise permitted
under this Agreement and (b) upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary, as the case may be, than it would obtain in a
comparable arm's length transaction with a Person that is not an Affiliate.

                  7.11     Limitation on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such
Subsidiary.

                  7.12     Limitation on Changes in Fiscal Periods. Permit the
fiscal year of the Borrower to end on a day other than the Sunday closest to
December 31 or change the Borrower's method of determining fiscal quarters.

                  7.13     Limitation on Negative Pledge Clauses. Enter into or
suffer to exist or become effective any agreement that prohibits or limits the
ability of the Borrower or any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its Property or revenues, whether now owned
or hereafter acquired, to secure the Obligations or, in the case of any
guarantor, its obligations under the Guarantee and Collateral Agreement, other
than (a) this Agreement and the other Loan Documents, (b) any agreements
governing any purchase money Liens or Capital Lease Obligations otherwise
permitted hereby (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby), (c) customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary or
business pending

<PAGE>

                                                                              69

such sale and applicable only to such Subsidiary or business and (d) customary
provisions in leases and other agreements restricting the assignment thereof.

                  7.14     Limitation on Restrictions on Subsidiary
Distributions. Enter into or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Subsidiary to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make
Investments in the Borrower or any other Subsidiary or (c) transfer any of its
assets to the Borrower or any other Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under
the Loan Documents and (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary.

                  7.15     Limitation on Lines of Business. Enter into any
business, either directly or through any Subsidiary, except for those businesses
in which the Borrower and its Subsidiaries are engaged on the date of this
Agreement (after giving effect to the Acquisition) or that are reasonably
related thereto.

                  7.16     Limitation on Amendments to Acquisition
Documentation. (a) Amend, supplement or otherwise modify (pursuant to a waiver
or otherwise) the terms and conditions of the indemnities and licenses furnished
to the Borrower or any of its Subsidiaries pursuant to the Acquisition
Documentation such that after giving effect thereto such indemnities or licenses
shall be materially less favorable to the interests of the Loan Parties or the
Lenders with respect thereto or (b) otherwise amend, supplement or otherwise
modify the terms and conditions of the Acquisition Documentation except to the
extent that any such amendment, supplement or modification could not reasonably
be expected to have a Material Adverse Effect.

                  7.17     Limitation on Hedge Agreements. Enter into any Hedge
Agreement other than Hedge Agreements entered into in the ordinary course of
business, and not for speculative purposes, relating to fluctuations in interest
rates or foreign exchange rates.

                  7.18     Inactive Subsidiaries. Permit any Inactive Subsidiary
to (a) create, incur, assume or suffer to exist any Indebtedness, (b) create,
incur, assume or suffer to exist any Lien upon any of its Property, (c) make any
Investments or (d) except in a transaction expressly permitted by Section 7.4,
enter into any transaction with any Affiliate.

                          SECTION 8. EVENTS OF DEFAULT

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

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

<PAGE>

                                                                              70

                  (b)      Any representation or warranty made or deemed made by
any Loan Party herein or in any other Loan Document or that is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement or any such other Loan Document
shall prove to have been inaccurate in any material respect on or as of the date
made or deemed made or furnished; or

                  (c)      Any Loan Party shall default in the observance or
performance of any agreement contained in clause (i) or (ii) of Section 6.4(a)
(with respect to the Borrower only), Section 6.7(a) or Section 7, or in Section
5 of the Guarantee and Collateral Agreement, or (ii) an "Event of Default" under
and as defined in any Mortgage shall have occurred and be continuing; or

                  (d)      Any Loan Party shall default in the observance or
performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) through (c) of this Section),
and such default shall continue unremedied for a period of 30 days; or

                  (e)      The Borrower or any of its Subsidiaries shall (i)
default in making any payment of any principal of any Indebtedness (including,
without limitation, any Guarantee Obligation, but excluding the Loans and
Reimbursement Obligations) on the scheduled or original due date with respect
thereto; or (ii) default in making any payment of any interest on any such
Indebtedness beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or (iii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to
permit the holder or beneficiary of such Indebtedness (or a trustee or agent on
behalf of such holder or beneficiary) to cause, with the lapse of any applicable
cure period or the giving of any required notice or both, as applicable, having
then occurred, such Indebtedness to become due prior to its stated maturity or
to become subject to a mandatory offer to purchase by the obligor thereunder or
(in the case of any such Indebtedness constituting a Guarantee Obligation) to
become payable; provided that a default, event or condition described in clause
(i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an
Event of Default unless, at such time, one or more defaults, events or
conditions of the type described in clauses (i), (ii) and (iii) of this
paragraph (e) shall have occurred and be continuing with respect to Indebtedness
the outstanding principal amount of which exceeds in the aggregate $2,000,000;
or

                  (f)      (i) The Borrower or any of its Subsidiaries shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its
assets, or the Borrower or any of its Subsidiaries shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against the Borrower or any of its Subsidiaries any case, proceeding or other
action of a nature referred to in clause (i) above that

<PAGE>

                                                                              71

(A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
60 days; or (iii) there shall be commenced against the Borrower or any of its
Subsidiaries any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any
substantial part of its assets that results in the entry of an order for any
such relief that shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) the Borrower or
any of its Subsidiaries shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries
shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or

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

                  (h)      One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving for the Borrower and
its Subsidiaries taken as a whole a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage)
of $2,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or

                  (i)      Any of the Security Documents shall cease, for any
reason (other than by reason of the express release thereof pursuant to Section
10.15), to be in full force and effect, or any Loan Party or any Affiliate of
any Loan Party shall so assert, or any Lien created by any of the Security
Documents shall cease to be enforceable and of the same effect and priority
purported to be created thereby; or

                  (j)      The guarantee contained in Section 2 of the Guarantee
and Collateral Agreement shall cease, for any reason (other than by reason of
the express release thereof pursuant to Section 10.15), to be in full force and
effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

                  (k)      Any Change of Control shall occur;

<PAGE>

                                                                              72

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower declare the Revolving Credit Commitments to be
terminated forthwith, whereupon the Revolving Credit Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. In the case of all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount equal
to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Borrower (or such other Person as may be lawfully entitled thereto).

                      SECTION 9. THE ADMINISTRATIVE AGENT

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

<PAGE>

                                                                              73

                  9.2      Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

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

                  9.4      Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the Loan
Parties), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless such Note shall have been
transferred in accordance with Section 10.6 and all actions required by such
Section in connection with such transfer shall have been taken. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders or any other instructing group of Lenders
specified by this Agreement) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders or any other instructing group of
Lenders specified by this Agreement), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

                  9.5      Notice of Default. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default hereunder unless it

<PAGE>

                                                                              74

shall have received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Administrative Agent
shall receive such a notice, the Administrative Agent shall give notice thereof
to the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

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

                  9.7      Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), for,
and to save the Administrative Agent harmless from and against, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of,

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                                                                              75

the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this Section shall survive the payment of the Loans and all other amounts
payable hereunder.

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

                  9.9      Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and
the Borrower. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or Section
8(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

                  9.10     Authorization to Release Liens and Guarantees. The
Administrative Agent is hereby irrevocably authorized by each of the Lenders to
effect any release of Liens or guarantee obligations contemplated by Section
10.15.

                  9.11     The Arranger. The Arranger, in its capacity as such,
shall not have any duties or responsibilities, and it shall not incur any
liability, under this Agreement or any other Loan Document.

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                                                                              76

                  9.12     The Administrative Agent and the Secured Parties.
Notwithstanding that the Administrative Agent is named in one or more of the
Security Documents as agent for Qualified Counterparties as well as for the
Lenders, each Lender agrees, on behalf of itself and any affiliate thereof that
may at any time be a Qualified Counterparty under any Specified Hedge Agreement,
that the Administrative Agent (a) shall have no duty or obligation whatsoever to
any Qualified Counterparty under any Specified Hedge Agreement, and (b) shall
have no duty or obligation to any Qualified Counterparty under any Security
Documents other than the obligation to deliver to such Qualified Counterparty
its ratable share (as determined by the Administrative Agent) of any proceeds
received by the Administrative Agent under the Security Documents upon the
exercise by the Administrative Agent of its remedies thereunder. Without
limiting the generality of the foregoing, each Lender agrees, on behalf of
itself and any affiliate thereof that may at any time be a Qualified
Counterparty under any Specified Hedge Agreement, that (i) the Administrative
Agent shall incur no liability to any Qualified Counterparty as a result of any
release by the Administrative Agent of any Collateral or Guarantors under any
Security Document or any other action or inaction by the Administrative Agent
under any Security Document and (ii) the Administrative Agent shall be entitled
to the same exculpations and protections, in respect of the Qualified
Counterparties, as it is entitled to with respect to the Lenders pursuant to the
other provisions of this Section 9 (other than Section 9.7), mutatis mutandis.

                            SECTION 10. MISCELLANEOUS

                  10.1     Amendments and Waivers. Neither this Agreement or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 10.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or (with the written consent of the Required Lenders) the
Administrative Agent and each Loan Party party to the relevant Loan Document
may, from time to time, (a) enter into written amendments, supplements or
modifications hereto and to the other Loan Documents (including amendments and
restatements hereof or thereof) for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) enter into
written waiver instruments waiving, on such terms and conditions as may be
specified in such instrument, any of the requirements of this Agreement or the
other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall:

                  (i)      forgive the principal amount or extend the final
         scheduled date of maturity of any Loan or Reimbursement Obligation,
         extend the scheduled date of any amortization payment in respect of any
         Term Loan, reduce the stated rate of any interest or fee payable
         hereunder or extend the scheduled date of any payment thereof, or
         increase the amount or extend the expiration date of any Commitment of
         any Lender, in each case without the consent of each Lender directly
         affected thereby;

                  (ii)     amend, modify or waive any provision of this Section
         or reduce any percentage specified in the definition of Required
         Lenders or Required Prepayment Lenders, consent to the assignment or
         transfer by the Borrower of any of its rights and obligations under
         this Agreement and the other Loan Documents, release all or

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                                                                              77

         substantially all of the Collateral or release all or substantially all
         of the Guarantors from their guarantee obligations under the Guarantee
         and Collateral Agreement, in each case without the consent of all
         Lenders;

                  (iii)    reduce the percentage specified in the definition of
         Majority Facility Lenders with respect to any Facility, in each case
         without the consent of all Lenders under such Facility;

                  (iv)     amend, modify or waive any provision of Section 9, or
         an other provision hereof affecting the rights and obligations of the
         Administrative Agent, in each case without the consent of the
         Administrative Agent;

                  (v)      amend, modify or waive any provision of Section 2.16
          (except as required to reflect any amendment permitted by the last
          paragraph of this Section), in each case without the consent of each
          Lender directly affected thereby;

                  (vi)     amend, modify or waive any provision of this
         Agreement to impose upon any transfer by any Lender of its rights or
         obligations hereunder any conditions that are additional to, or more
         restrictive than, the conditions set forth in Section 10.6, in each
         case without the consent of each Lender; or

                  (vii)    amend, modify or waive any provision of Section 3, in
         each case without the consent of the Issuing Lender.

Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the
Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon. Any such waiver, amendment, supplement or modification shall be
effected by a written instrument signed by the parties required to sign pursuant
to the foregoing provisions of this Section; provided that delivery of an
executed signature page of any such instrument by facsimile transmission shall
be effective as delivery of a manually executed counterpart thereof.

                  For the avoidance of doubt, this Agreement and any other Loan
Document may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent and each Loan Party to each
relevant Loan Document (x) to add one or more additional credit facilities to
this Agreement and to permit the extensions of credit from time to time
outstanding thereunder and the accrued interest and fees in respect thereof
(collectively, the "Additional Extensions of Credit") to share ratably in the
benefits of this Agreement and the other Loan Documents with the Term Loans and
Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (y) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders, Required Prepayment
Lenders and Majority Facility Lenders; provided, however, that (A) no such
amendment shall permit the Additional Extensions of Credit to share ratably with
or with

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                                                                              78

preference to the Loans in the application of mandatory prepayments without the
consent of the Required Prepayment Lenders, (B) the Borrower shall be in
compliance, on a pro forma basis after giving effect to the incurrence of such
Additional Extensions of Credit, with the Consolidated Leverage Ratio covenant
contained in Section 7.1(a) as in effect on the date hereof, recomputed as at
the last day of the most recently ended fiscal quarter of the Borrower for which
the relevant information is available as if such incurrence had occurred on the
first day of each relevant period for testing such compliance (as demonstrated
in a certificate of the chief financial officer of the Borrower delivered to the
Administrative Agent not more than five Business Days prior to such incurrence)
and (C) no Lender shall have any obligation to participate in any additional
credit facilities described in this paragraph unless it agrees to do so in its
sole discretion.

                  10.2     Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed (a) in the case of the Borrower and the Administrative
Agent, as follows and (b) in the case of the Lenders, as set forth in an
administrative questionnaire delivered to the Administrative Agent or on
Schedule 1 to the Lender Addendum to which such Lender is a party or, in the
case of a Lender which becomes a party to this Agreement pursuant to an
Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case
of any party, to such other address as such party may hereafter notify to the
other parties hereto:

             The Borrower:              Serologicals Corporation
                                        5655 Spalding Drive
                                        Norcross, Georgia 30092
                                        Attention: Harold W. Ingalls,
                                                   Vice President of Finance and
                                                   Chief Financial Officer
                                        Telecopy:  (678) 728-2120
                                        Telephone: (678) 728-2115

             The Administrative Agent:  UBS AG, Stamford Branch
                                        677 Washington Boulevard
                                        Stamford, Connecticut 06901
                                        Attention: Lynne Alfarone
                                        Telecopy:  (203) 719-4176
                                        Telephone: (203) 719-4308

             Issuing Lender:            As notified by such Issuing Lender
                                        to the Administrative Agent and the
                                        Borrower

provided that any notice, request or demand to or upon the Administrative Agent,
the Issuing Lender or any Lender shall not be effective until received.

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                                                                              79

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

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

                  10.5     Payment of Expenses. The Borrower agrees (a) to pay
or reimburse the Administrative Agent and the Arranger for all their reasonable
out-of-pocket costs and expenses incurred in connection with the syndication of
the Facilities (other than fees payable to syndicate members) and the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements and other charges of
counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or
reimburse each Lender and the Administrative Agent for all their costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any other documents
prepared in connection herewith or therewith, including, without limitation, the
fees and disbursements of counsel (including the allocated fees and
disbursements and other charges of in-house counsel) to each Lender and of
counsel to the Administrative Agent, (c) to pay, indemnify, or reimburse each
Lender and the Administrative Agent for, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify or reimburse each Lender, the Arranger, the Administrative
Agent, their respective affiliates, and their respective officers, directors,
trustees, employees, advisors, agents and controlling persons (each, an
"Indemnitee") for, and hold each Indemnitee harmless from and against, any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents, including, without limitation, any of the foregoing relating to the
use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the
Borrower any of its Subsidiaries or any of the Properties and the fees and
disbursements and other charges of legal counsel in connection with claims,
actions or proceedings by any Indemnitee against the Borrower hereunder (all the
foregoing in this clause (d), collectively, the "Indemnified Liabilities"),
provided that the Borrower shall have no obligation hereunder to any Indemnitee
with respect to Indemnified

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                                                                              80

Liabilities to the extent such Indemnified Liabilities are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee. No
Indemnitee shall be liable for any damages arising from the use by unauthorized
persons of Information or other materials sent with due care through electronic,
telecommunications or other information transmission systems that are
intercepted by such persons or for any special, indirect, consequential or
punitive damages in connection with the Facilities. Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and to cause its Subsidiaries not to assert, and hereby waives and
agrees to cause its Subsidiaries so to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee. All amounts due under this Section
shall be payable not later than 30 days after written demand therefor.
Statements for amounts payable by the Borrower pursuant to this Section shall be
submitted to Harold W. Ingalls, Vice President of Finance and Chief Financial
Officer (Telephone No. (678) 728-2115) (Fax No. (678) 728-2120), at the address
of the Borrower set forth in Section 10.2, or to such other Person or address as
may be hereafter designated by the Borrower in a notice to the Administrative
Agent. The agreements in this Section shall survive repayment of the Loans and
all other amounts payable hereunder.

                  10.6     Successors and Assigns; Participations and
Assignments. (a) This Agreement shall be binding upon and inure to the benefit
of the Borrower, the Lenders, the Administrative Agent, all future holders of
the Loans and their respective successors and assigns, except that the Borrower
may not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the Administrative Agent and each Lender.

                  (b)      Any Lender may, without the consent of the Borrower,
in accordance with applicable law, at any time sell to one or more banks,
financial institutions or other entities (each, a "Participant") participating
interests in any Loan owing to such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents. In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. In no event shall
any Participant under any such participation have any right to approve any
amendment or waiver of any provision of any Loan Document, or any consent to any
departure by any Loan Party therefrom, except to the extent that such amendment,
waiver or consent would require the consent of all Lenders (or each affected
Lender, to the extent the affirmative vote of the Lender from which such
Participant acquired its participation would be required) pursuant to Section
10.1. The Borrower agrees that if amounts outstanding under this Agreement and
the Loans are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall, to the maximum extent permitted by applicable law, be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender

<PAGE>

                                                                              81

under this Agreement, provided that, in purchasing such participating interest,
such Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 10.7(a) as fully as if such Participant
were a Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of Sections 2.17, 2.18 and 2.19 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if such Participant were a Lender; provided that, in the case of Section 2.18,
such Participant shall have complied with the requirements of said Section, and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such Section than the transferor Lender would have been
entitled to receive in respect of the amount of the participation transferred by
such transferor Lender to such Participant had no such transfer occurred.

                  (c)      Any Lender (an "Assignor") may, in accordance with
applicable law and upon written notice to the Administrative Agent, at any time
and from time to time assign to any Lender or any affiliate, Related Fund or
Control Investment Affiliate thereof or, with the consent of the Borrower and
the Administrative Agent (which, in each case, shall not be unreasonably
withheld or delayed) (provided (x) that no such consent need be obtained for any
assignment by the Administrative Agent and (y) the consent of the Borrower need
not be obtained with respect to any assignment of Term Loans), to an additional
bank, financial institution or other entity (an "Assignee") all or any part of
its rights and obligations under this Agreement pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit E, executed by such Assignee
and such Assignor (and, where the consent of the Borrower or the Administrative
Agent is required pursuant to the foregoing provisions, by the Borrower and such
other Persons) and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided that no such assignment to an Assignee
(other than any Lender or any affiliate thereof) shall be in an aggregate
principal amount of less than $2,500,000 with respect to the Revolving Credit
Facility, and $1,000,000 with respect to the Term Loan Facility (in each case,
other than in the case of an assignment of all of a Lender's interests under
this Agreement), unless otherwise agreed by the Borrower and the Administrative
Agent. Any such assignment need not be ratable as among the Facilities. Upon the
execution, delivery, acceptance and recording of any Assignment and Acceptance,
from and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with Commitments and/or Loans as set forth
therein, and (y) the Assignor thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of an Assignor's
rights and obligations under this Agreement, such Assignor shall cease to be a
party hereto, except as to Section 2.17, 2.18, 2.19 and 10.5 in respect of the
period prior to such effective date). Notwithstanding any provision of this
Section, the consent of the Borrower shall not be required for any assignment
that occurs at any time when any Event of Default shall have occurred and be
continuing. For purposes of the minimum assignment amounts set forth in this
paragraph, multiple assignments by two or more Related Funds shall be
aggregated.

                  (d)      The Administrative Agent shall, on behalf of the
Borrower, maintain at its address referred to in Section 10.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitment of,
and principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the

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                                                                              82

Borrower, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register as the owner of the Loans and any Notes
evidencing such Loans recorded therein for all purposes of this Agreement. Any
assignment of any Loan, whether or not evidenced by a Note, shall be effective
only upon appropriate entries with respect thereto being made in the Register
(and each Note shall expressly so provide). Any assignment or transfer of all or
part of a Loan evidenced by a Note shall be registered on the Register only upon
surrender for registration of assignment or transfer of the Note evidencing such
Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or
more new Notes in the same aggregate principal amount shall be issued to the
designated Assignee, and the old Notes shall be returned by the Administrative
Agent to the Borrower marked "canceled". The Register shall be available for
inspection by the Borrower or any Lender (with respect to any entry relating to
such Lender's Loans) at any reasonable time and from time to time upon
reasonable prior notice.

                  (e)      Upon its receipt of an Assignment and Acceptance
executed by an Assignor and an Assignee (and, in any case where the consent of
any other Person is required by Section 10.6(c), by each such other Person)
together with payment to the Administrative Agent of a registration and
processing fee of $3,500 (treating multiple, simultaneous assignments by or to
two or more Related Funds as a single assignment) (except that no such
registration and processing fee shall be payable (x) in connection with an
assignment by or to the Administrative Agent or (y) in the case of an Assignee
which is already a Lender or is an affiliate or Related Fund of a Lender or a
Person under common management with a Lender), the Administrative Agent shall
(i) promptly accept such Assignment and Acceptance and (ii) on the effective
date determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Borrower. On
or prior to such effective date, the Borrower, at its own expense, upon request,
shall execute and deliver to the Administrative Agent (in exchange for the
Revolving Credit Note and/or Term Note, as the case may be, of the assigning
Lender) a new Revolving Credit Note and/or Term Note, as the case may be, to the
order of such Assignee in an amount equal to the Revolving Credit Commitment
and/or Term Loan, as the case may be, assumed or acquired by it pursuant to such
Assignment and Acceptance and, if the Assignor has retained a Revolving Credit
Commitment and/or Term Loan, as the case may be, upon request, a new Revolving
Credit Note and/or Term Note, as the case may be, to the order of the Assignor
in an amount equal to the Revolving Credit Commitment and/or Term Loan, as the
case may be, retained by it hereunder. Such new Note or Notes shall be dated the
Closing Date and shall otherwise be in the form of the Note or Notes replaced
thereby.

                  (f)      For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section concerning assignments of Loans
and Notes relate only to absolute assignments, and that such provisions do not
prohibit assignments creating security interests in Loans and Notes, including,
without limitation, any pledge or assignment by a Lender of any Loan or Note to
any Federal Reserve Bank in accordance with applicable law.

                  (g)      Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may grant to a special purpose funding
vehicle (an "SPC"), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting

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                                                                              83

Lender would otherwise be obligated to make to the Borrower pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to make any Loan and (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. The making of
a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, 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 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 in this paragraph
(g), any SPC may (A) with notice to, but without the prior written consent of,
the Borrower 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 with the prior written consent of the Borrower and the Administrative
Agent (which consent shall not be unreasonably withheld) to any financial
institutions providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Loans, and (B) 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; provided that non-public
information with respect to the Borrower may be disclosed only with the
Borrower's consent which will not be unreasonably withheld. This paragraph (g)
may not be amended without the written consent of any SPC with Loans outstanding
at the time of such proposed amendment.

                  10.7     Adjustments; Set-off. (a) Except to the extent that
this Agreement provides for payments to be allocated to a particular Lender or
to the Lenders under a particular Facility, if any Lender (a "Benefited Lender")
shall at any time receive any payment of all or part of the Obligations owing to
it, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Obligations, such Benefited Lender shall purchase for
cash from the other Lenders a participating interest in such portion of each
such other Lender's Obligations, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause such Benefited
Lender to share the excess payment or benefits of such collateral ratably with
each of the Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.

                  (b)      In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise), to set off and appropriate and apply against such amount any and all

<PAGE>

                                                                              84

deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application.

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

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

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

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

                  10.12    Submission To Jurisdiction; Waivers. The Borrower
hereby irrevocably and unconditionally:

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

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

<PAGE>

                                                                              85

                  (c)      agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in Section 10.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

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

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

                  10.13    Acknowledgments. The Borrower hereby acknowledges
that:

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

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

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

                  10.14    Confidentiality. (a) Each of the Administrative Agent
and the Lenders agrees to keep confidential all non-public information provided
to it by any Loan Party pursuant to this Agreement that is designated by such
Loan Party as confidential; provided that nothing herein shall prevent the
Administrative Agent or any Lender from disclosing any such information (a) to
the Arranger, the Administrative Agent, any other Lender or any affiliate of any
thereof, (b) to any Participant or Assignee (each, a "Transferee") or
prospective Transferee that agrees to comply with the provisions of this Section
or substantially equivalent provisions, (c) to any of its employees, directors,
agents, attorneys, accountants and other professional advisors on a confidential
basis, (d) to any financial institution that is a direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this
Section or substantially equivalent provisions), (e) upon the request or demand
of any Governmental Authority having jurisdiction over it, (f) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (g) in connection with any
litigation or similar proceeding, (h) that has been publicly disclosed other
than in breach of this Section, (i) to the National Association of Insurance
Commissioners or any similar organization or any nationally recognized rating
agency that requires access to information about a Lender's investment portfolio
in connection with ratings issued with respect to such Lender or (j) in
connection with the exercise of any remedy hereunder or under any other Loan
Document.

<PAGE>

                                                                              86

                  (b)      Notwithstanding anything herein to the contrary, any
party to this Agreement (and any employee, representative, or other agent of
any party to this Agreement) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
contemplated by this Agreement and all materials of any kind (including
opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure. However, any such information relating to the tax
treatment or tax structure is required to be kept confidential to the extent
necessary to comply with any applicable federal or state securities laws.

                  10.15    Release of Collateral and Guarantee Obligations. (a)
Notwithstanding anything to the contrary contained herein or in any other Loan
Document, upon request of the Borrower in connection with any Disposition of
Property permitted by the Loan Documents, the Administrative Agent shall
(without notice to, or vote or consent of, any Lender, or any affiliate of any
Lender that is a party to any Specified Hedge Agreement) take such actions as
shall be required to release its security interest in any Collateral being
Disposed of in such Disposition, and to release any guarantee obligations under
any Loan Document of any Person being Disposed of in such Disposition, to the
extent necessary to permit consummation of such Disposition in accordance with
the Loan Documents.

                  (b)      Notwithstanding anything to the contrary contained
herein or any other Loan Document, when all Obligations have been paid in full,
all Commitments have terminated or expired and no Letter of Credit shall be
outstanding, upon request of the Borrower, the Administrative Agent shall
(without notice to, or vote or consent of, any Lender, or any affiliate of any
Lender that is a party to any Specified Hedge Agreement) take such actions as
shall be required to release its security interest in all Collateral, and to
release all guarantee obligations under any Loan Document. Any such release of
guarantee obligations shall be deemed subject to the provision that such
guarantee obligations shall be reinstated if after such release any portion of
any payment in respect of the Obligations guaranteed thereby shall be rescinded
or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payment had
not been made.

                  10.16    Accounting Changes. In the event that any "Accounting
Change" (as defined below) shall occur and such change results in a change in
the method of calculation of financial covenants, standards or terms in this
Agreement, then the Borrower and the Administrative Agent agree to enter into
negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Change with the desired result that the
criteria for evaluating the Borrower's financial condition shall be the same
after such Accounting Change as if such Accounting Change had not been made.
Until such time as such an amendment shall have been executed and delivered by
the Borrower, the Administrative Agent and the Required Lenders, all financial
covenants, standards and terms in this Agreement shall continue to be calculated
or construed as if such Accounting Change had not occurred. "Accounting Change"
refers to any change in accounting principles required by the promulgation of
any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

<PAGE>

                                                                              87

                  10.17    Delivery of Lender Addenda. Each initial Lender shall
become a party to this Agreement by delivering to the Administrative Agent a
Lender Addendum duly executed by such Lender, the Borrower and the
Administrative Agent.

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

<PAGE>

                                                                              88

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

                                        SEROLOGICALS CORPORATION

                                        By: /s/ Harold W. Ingalls
                                            ---------------------
                                            Name: Harold W. Ingalls
                                            Title: Vice President and Chief
                                                   Financial Officer

                                        UBS WARBURG LLC,
                                        as Arranger

                                        By: /s/ James P. Boland
                                            -------------------
                                            Name: James P. Boland
                                            Title: Executive Director

                                        By: /s/ Oliver O. Trumbo II
                                            -----------------------
                                            Name: Oliver O. Trumbo II
                                            Title: Director

                                        UBS AG, STAMFORD BRANCH,
                                        as Administrative Agent

                                        By: /s/ Patricia O'Kicki
                                            --------------------
                                            Name: Patricia O'Kicki
                                            Title: Director
                                                   Banking Products Services

                                        By: /s/ Wilfred V. Saint
                                            --------------------
                                            Name: Wilfred V. Saint
                                            Title: Associate Director
                                                   Banking Products Services, US
<PAGE>
                                                                         Annex A


           PRICING GRID FOR REVOLVING CREDIT LOANS AND COMMITMENT FEES


<TABLE>
<CAPTION>

         Consolidated Leverage            Applicable Margin       Applicable Margin for
               Ratio                    for Eurodollar Loans         Base Rate Loans
         ---------------------          --------------------      ---------------------

<S>                                     <C>                       <C>
Greater than or equal to 3.0 to 1.0            4.00%                       3.00%

Less than 3.0 to 1.0 but greater
than or equal to 2.5 to 1.0                    3.75%                       2.75%

Less than 2.5 to 1.0 but greater
than or equal to 2.0 to 1.0                    3.50%                       2.50%

Less than 2.0 to 1.0 but greater
than or equal to 1.5 to 1.0                    3.25%                       2.25%

Less than 1.5 to 1.0                           3.00%                       2.00%
</TABLE>

Changes in the Applicable Margin with respect to Revolving Credit Loans
resulting from changes in the Consolidated Leverage Ratio shall become effective
on the date (the "Adjustment Date") on which financial statements are delivered
to the Lenders pursuant to Section 6.1 (but in any event not later than the 45th
day after the end of each of the first three quarterly periods of each fiscal
year or the 90th day after the end of each fiscal year, as the case may be) and
shall remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered
within the time periods specified above, then, until such financial statements
are delivered, the Consolidated Leverage Ratio as at the end of the fiscal
period that would have been covered thereby shall for the purposes of this
definition be deemed to be greater than 3.0 to 1.0. In addition, at all times
while a Default or an Event of Default shall have occurred and be continuing,
the Consolidated Leverage Ratio shall for the purposes of this Pricing Grid be
deemed to be greater than 3.0 to 1.0. Each determination of the Consolidated
Leverage Ratio pursuant to this Pricing Grid shall be made for the periods and
in the manner contemplated by Section 7.1(a).




<PAGE>


<TABLE>
<CAPTION>

            Available Commitment                         Commitment Fee Rate
            --------------------                         -------------------

<S>                                                      <C>
        Greater than or equal to 67%                           0.750%

      Less than 67% but greater than or
             equal to 33%                                      0.625%

            Less than 33%                                      0.500%
</TABLE>

On any date, the "Available Commitment" under the Revolving Credit Facility
shall be a percentage equal to the aggregate amount of Available Revolving
Credit Commitments on such date divided by the Total Revolving Credit
Commitments in effect on such date.



<PAGE>




                                                                         Annex B


                            EXISTING LETTER OF CREDIT


Irrevocable Standby Letter of Credit issued by Bank of America, National
Association, Canada Branch, for the benefit of Minister of Finance, Province of
Ontario, Land Transfer Section, Motor Fuels and Tobacco Tax Branch, in the
stated amount of CAD422,247.72 with an expiry of March 31, 2006.