<PAGE>   1
                                                                     EXHIBIT 4-A

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         This THIRD AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is
entered into effective as of December 28, 1998, by and among BINDLEY WESTERN
INDUSTRIES, INC. (hereinafter referred to as the "Borrower"), the banks listed
on the signature pages hereof (collectively the "Banks" and each individually a
"Bank", with NBD BANK, N.A., which is one of the Banks, being referred to
sometimes hereinafter as "NBD Bank") and BANK ONE, INDIANA, NA, a national
banking association as administrative agent for the Banks (hereinafter in its
capacity as administrative agent for the Banks, together with any successor,
assign or delegatee, the "Agent").

         WHEREAS, the Borrower, the Agent, NBD Bank, N.A., NationsBank, N.A.,
The Bank of Tokyo - Mitsubishi, Ltd, KeyBank National Association, SunTrust
Bank, Central Florida, N.A., National City Bank of Indiana, Fifth Third Bank,
Indiana (f/n/a The Fifth Third Bank of Central Indiana) and The Northern Trust
Company (all of such banks hereinafter collectively referred to as the "Original
Banks") are parties to that certain Second Amended and Restated Credit Agreement
dated June 30, 1998, as subsequently amended (the "Original Agreement"); and

         WHEREAS, the Borrower, the Agent, the Original Banks (other than The
Bank of Tokyo - Mitsubishi, Ltd), and the Banks now desire to amend and restate
the Original Agreement as hereinafter provided, which amendment and restatement
shall, upon its execution and delivery by all parties, replace, supersede, and
terminate the Original Agreement.

         NOW, THEREFORE, the Borrower, the Agent, and the Banks agree as
follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 Certain Definitions. In addition to the terms defined elsewhere in
this Agreement, the following terms have the meanings indicated for purposes of
this Agreement:

         "Advance" means a loan under the Revolving Credit made hereunder by the
Banks pursuant to Section 2.01.

         "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control a corporation if
such Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.

         "Aggregate Commitment" means the sum of all of the Commitments of the
Banks.

         "Applicable Spread" means that number of Basis Points to be taken into
account in determining the per annum rate at which interest will accrue on the
Revolving Credit or the Swing Line, as the case may be, determined by reference
to the implied senior debt rating of the Borrower as reported quarterly by
Standard & Poors, Inc. in accordance with the following table:


<PAGE>   2
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
<S>      <C>                              <C>               <C>           <C>>
 Tier      Senior Debt Rating              Base Rate        LIBOR*        Federal Funds**
------------------------------------------------------------------------------------------
  1      BBB- and above:                      0.0          66.5 b.p          66.5 b.p.
------------------------------------------------------------------------------------------
  2      BB+ and below or unrated:            0.0          81.5 b.p          81.5 b.p.
------------------------------------------------------------------------------------------
</TABLE>

* applicable to LIBOR Advances only.
** applicable to Swing Line Advances only.

Initially, the Applicable Spread shall be as shown on Tier 2 indicated on the
above table. Thereafter, (a) with respect to a LIBOR Advance, the Applicable
Spread shall be determined on the basis of the report of Standard & Poors, Inc.
most recently delivered to the Agent prior to the first day of the LIBOR
Interest Period for which the interest rate is calculated with effect for the
entire LIBOR Interest Period, and, (b) with respect to a Base Rate Advance or a
Swing Line Advance, the Applicable Spread shall be determined on the basis of
the report of Standard & Poors, Inc. most recently delivered to the Agent prior
to the making of the Advance or Swing Line Advance with the Applicable Spread to
be adjusted thereafter, up or down as applicable, on the third Banking Day
following receipt by the Agent of a report which contains a change in the
Borrower's implied senior debt rating. In the event that the senior debt rating
of the Borrower as reported by Standard & Poors, Inc. is not available, the
Applicable Spread shall be the Applicable Spread as shown on Tier 2 indicated on
the above table and shall remain effective until such time as the implied senior
unsecured debt rating of the Borrower as reported by Standard & Poors, Inc.
becomes available.

         "Asset Backed Debt" means debt associated with transactions under the
Receivables Purchase Agreement.

         "Base Rate" means, on any particular date, the greater of (a) the Prime
Rate and (b) the Federal Funds Effective Rate plus fifty (50) Basis Points.

         "Base Rate Advance" means an Advance for which interest is payable
based on the Base Rate as described in Section 2.02(a)(i) hereof.

         "Basis Point" means one-one hundredth of one percent (0.01%).

         "Business Day" or "Banking Day" a day which is not (a) a Saturday,
Sunday or legal holiday on which banking institutions in the State of Indiana or
the city in which the office of the Agent is located is authorized to remain
closed, or (b) a day on which the New York Stock Exchange is closed. For the
Agent, a "Business Day" ends at 2:00 P.M. Eastern Standard Time, and all
business transacted after such time on any particular day shall be deemed to
have been transacted as of the next Business Day.

         "Closing Date" means the date of execution of this Agreement.

         "Commitment" means for each Bank the obligation to make available the
amount under the Revolving Credit set forth opposite its name in Section 2.01.

         "Competitive Bid" means an offer by a Bank to make a Competitive Bid
Advance pursuant to Section 2.04 hereof in the form of Exhibit "A" attached to
this Agreement.




                                      -2-
<PAGE>   3

         "Competitive Bid Advance" means an advance made by a Bank described in
Section 2.04 hereof.

         "Competitive Bid Facility" means the credit facility described in
Section 2.04 hereof.

         "Competitive Bid Rate" shall mean, as to any Competitive Bid made by a
Bank pursuant to Section 2.04(b) hereof, the rate of interest per annum (rounded
to the nearest 1/100th of 1%) offered for each such Competitive Bid Advance.

         "Competitive Bid Request" means a request by Borrower made pursuant to
Section 2.04 hereof in the form of Exhibit "B" attached to this Agreement.

         "Competitive Bid Request by Agent" means a request made by Agent made
pursuant to Section 2.04 hereof in the form of Exhibit "C" attached to this
Agreement.

         "Competitive Bid Interest Period" means, for each Competitive Bid
Advance, the period commencing on the date of such Advance and ending on the
earlier of one month, two months, three months or six months thereafter
associated with a LIBOR Rate, as requested by the Borrower in the Competitive
Bid Request, or (b) the Termination Date; provided, however, that the last day
of each Competitive Bid Interest Period shall be determined in accordance with
the practices of the London interbank market or the certificate of deposit
dealers, as appropriate and applicable, as from time to time in effect when the
Competitive Bid Rate is based on LIBOR Rate.

         "Competitive Loan Note" means the promissory notes of the Borrower in
favor of each Bank in the form of Exhibits "D-1" through "D-7" attached to this
Agreement, as amended, replaced, supplemented, or modified from time to time,
and "Competitive Loan Note" means any one of such Notes.

         "Consolidated" or "Consolidating" means: (a) when used herein with
reference to financial statements, ratios, assets or liabilities, that any
calculations have been made by consolidating the assets and liabilities of the
Borrower and its consolidated Subsidiaries after eliminating all intercompany
items and making such adjustments as required by GAAP; and (b) when used herein
with reference to a Subsidiary of the Borrower, a Subsidiary whose financial
statements have been or, in accordance with GAAP, are required to be, presented
together on a consolidated basis with those of the Borrower.

         "Default" and "Event of Default" means any of the events specified in
Article VIII hereof, whether or not any requirement for the giving of notice,
the lapse of time, or both, or any other condition, has been satisfied.

        "Dollars" and "$" shall mean legal tender of the United States of
America.

         "EBITDA" means the Borrower's (on a FIFO basis) earnings before
interest expense, taxes, depreciation and amortization expense excluding any
one-time gains or losses from asset dispositions; provided, however, that such
amount shall exclude any earnings and expenses attributable to Priority
Healthcare Corporation.

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
all of the rules and regulations promulgated pursuant thereto, as amended from
time to time.

                                      -3-
<PAGE>   4

         "Eurocurrency" means any currency other than United States dollars
which is freely transferable and freely convertible into United States dollars.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding 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 at approximately 10:00 a.m.,
Indianapolis, Indiana time on such day on such transactions received by the
Agent from three (3) federal funds brokers of recognized standing selected by
the Agent in its sole discretion.

         "Fiscal Year"' means a year commencing January 1 and ending December

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

         "Hazardous Material" means and includes any hazardous, toxic or
dangerous waste, substance or material defined as such in or for the purpose of
the Comprehensive Environmental Response, Compensation and Liability Act, the
Toxic Substance Control Act, any so-called "Superfund" or "Superlien" law, or
any other federal, state or local statute, law, ordinance, code, rule,
regulation, order, decree or other requirement of any governmental authority
regulating, relating to, or imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous waste or material, as now or at any
time hereafter in effect.

         "Indebtedness" means as to any Person (a) all obligations of such
Person (including without limitation all fees, costs or unpaid accrued interest)
for or with respect to borrowed money or for the deferred purchase price of
property or services, (b) all obligations of such Person created or arising
under any conditional sale or other title retention agreement with respect to
any property acquired by such Person and all obligations created or arising
under such agreement even though the rights and remedies of the seller or lender
thereunder are limited to repossession or sale of such property in the event of
default, (c) all obligations of such Person under leases which shall have been
or should be recorded as capitalized leases in accordance with GAAP, (d) all
guarantees and other obligations (contingent or otherwise) of such Person to
assure a creditor against loss (including, without limitation, letters of
responsibility or comfort letters, arrangements to purchase or repurchase
property or obligations, pay for property, goods or services whether or not
delivered or rendered, maintain working capital, equity capital or other
financial statement condition of, or lend or contribute to or invest in, any
such Person) in respect of obligations of any other Person; (e) all endorsements
of such Person (other than in the case of instruments for deposit or collection
in the ordinary course of business); (f) all obligations of such Person for
extensions of credit including the face amount of letters of credit to or on
behalf of such Person, whether or not representing obligations for borrowed
money; and (g) all obligations or indebtedness described in clauses (a) through
(f) secured by a Lien on any property owned by such Person, whether or not such
Person has assumed or become liable for the payment thereof.

         "Independent Public Accountant" means Price Waterhouse or other public
accounting firm of national reputation selected by the Borrower and acceptable
to the Majority Banks.

         "Interest Expense Coverage Ratio" means the ratio of net income
(excluding all extraordinary gains and losses and without giving effect to FASB
106 and excluding any net income attributable to Priority Healthcare
Corporation), plus income tax and interest expense (including the allowance for
interest used in computing net


                                      -4-
<PAGE>   5

lease rental payments under financing leases) for such period over interest
payments due on all indebtedness during such period (including the allowance for
interest used in computing net lease rental payments under financing leases),
all determined on a Consolidated basis.

         "Investment" means (a) any loan, advance, guarantee, extension of
credit (other than in the ordinary course of business to trade customers) or
contribution of capital to any Person or the purchase of any Person s notes,
stock, bonds or other securities, (b) advances to employees of a Person other
than in the ordinary course of business for the purpose of defraying travel,
relocation or business expenses, and (c) any contribution of capital or property
or services contributed or committed to be contributed by a Person in connection
with the purchase of debt or equity or other ownership interests.

         "Lending Installation" means, with respect to a Bank or the Agent, the
office, branch, subsidiary or Affiliate of such Bank or the Agent listed on the
signature pages hereof or on a schedule or otherwise selected by such Bank or
the Agent pursuant to Section 2.20 hereof.

         "LIBOR Advance" means an Advance for which interest is payable based on
LIBOR as described in Section 2.02(a)(ii) hereof.

         "LIBOR Interest Period" means, with respect to each LIBOR Advance, each
consecutive one, two, three or six month period effective as of the first day of
each LIBOR Interest Period and ending on the earlier of the (A) last day of each
LIBOR Interest Period and (B) the Termination Date; provided that if any LIBOR
Interest Period is scheduled to end on a date for which there is no numerical
equivalent to the date on which the LIBOR Interest Period commenced, then it
shall end instead on the last day of such calendar month.

         "LIBOR Rate" means the offered rate for U.S. Dollar deposits of not
less than $1,000,000.00 for a period of time equal to each LIBOR Interest Period
as of 11:00 A.M. City of London, England time two (2) London Business Days prior
to the first date of each LIBOR Interest Period of the applicable Note as shown
on the display designated as "British Bankers Assoc. Interest Settlement Rates"
by Bloomberg, or such other electronic publisher as may be reasonably selected
by the Agent if Bloomberg's services are no longer available for the purpose of
displaying such rate. If such rate is not available on Bloomberg then such
offered rate shall be otherwise independently determined by the Agent from an
alternate, substantially similar independent source available to Bank or shall
be calculated by the Agent by a substantially similar methodology as that
theretofore used to determine such offered rate in Bloomberg. Each determination
of LIBOR made by the Agent in accordance with this paragraph shall be conclusive
except in the case of demonstrative or manifest error.

         "Lien" means any mortgage, pledge, assignment, security interest,
encumbrance, lien (statutory or other) or charge or preferential arrangement of
any kind (including without limitation any agreement to provide any of the
foregoing), any conditional sale or other title retention agreement or any lease
in the nature thereof, or any filing or agreement to file a financing statement
under the Uniform Commercial Code or comparable law to evidence or perfect any
such lien or security interest.

         "Loan Documents" means, collectively, this Agreement, the Notes and any
other documents evidencing or securing the Obligations, as any such documents
may be amended, modified, restructured or replaced from time to time.

         "Loans" means the Revolving Credit, the Swing Line and the Competitive
Bid Facility, together with all renewals and extensions thereof.



                                      -5-
<PAGE>   6

         "London Business Day"means any day other than a Saturday, Sunday or a
day on which banking institutions are generally authorized or obligated by law
or executive order to close in the City of London, England.

         "Majority Banks" means Banks whose Pro Rata shares, in the aggregate,
of the Aggregate Commitment are greater than sixty-six and two-thirds percent
(66-2/3%); provided, however, that if any of the Banks shall have failed to fund
its Pro Rata share of any Advance requested by the Borrower, which such Banks
are obligated to fund under the terms of this Agreement and any such failure has
not been cured, then for so long as such failure continues, "Majority Banks"
means Banks (excluding all Banks whose failure to fund their respective Pro Rata
share of such Advance has not been so cured) whose Pro Rata shares of the
Aggregate Commitment represent greater than sixty-six and two-thirds percent
(66-2/3%) of the aggregate Pro Rata shares of such Banks.

         "Margin Stock" has the meaning ascribed to it in Regulation U of the
Board of Governors of the Federal Reserve System.

         "Material Adverse Effect" means a material adverse effect on the
condition (financial or otherwise), business, results of operations, properties,
liabilities or prospects of the Borrower and its Subsidiaries, considered as a
whole.

         "Maturity Date" means, with respect to a LIBOR Advance, the last day of
the corresponding LIBOR Interest Period, and with respect to a Base Rate Advance
or a Swing Line Advance, the Termination Date.

         "Net Income" means, with reference to any period, the net income (or
loss) of the Borrower and its Consolidated Subsidiaries computed for such period
on a consolidated basis consistently applied, in accordance with GAAP.

         "Net Worth" means total assets minus total liabilities of the Borrower
and its Consolidated Subsidiaries, computed on a consolidated basis consistently
applied, in accordance with GAAP.

         "Note" or "Notes" means a Revolving Note, a Competitive Loan Note or
the Swing Line Note, as the context requires, and in the plural refers to two or
more of such Notes, collectively.

         "Obligations" means (i) all obligations, Indebtedness and liabilities
of the Borrower under the Loan Documents, whether now or hereafter owing to the
Banks, and (ii) all obligations or other liabilities regarding a cap, floor or
collar, forward rate, future rate, asset swap or index, price or market linked
transaction or agreement, other exchange or rate protection transaction
agreement, other similar transaction (however designated) or any combination
thereof or any option with respect thereto executed by the Borrower for the
purpose of moderating interest rate fluctuations.

         "Original Agreement" has the meaning set forth in this Agreement's
preamble.

         "PBGC" means the Pension Benefit Guaranty Corporation created under
Section 4002(a) of ERISA or any successor thereto.



                                      -6-
<PAGE>   7

         "Permitted Liens" means:

         (a) Liens for taxes not yet due or which are being actively contested
in good faith by appropriate proceedings (in a manner sufficient to prevent
enforcement of the matter under contest) as to which adequate reserves have been
set aside in an amount determined in accordance with GAAP;

         (b) Other Liens incidental to the conduct of the business of the
Borrower and its Consolidated Subsidiaries or the ownership of their respective
properties and assets which were not incurred in connection with the incurring
of Indebtedness, and which do not materially detract from the value of such
property or assets or impair the use thereof in the operation of the Borrower's
and its Subsidiaries' business;

         (c) Liens on property or assets of a Subsidiary to secure the
obligations of such Subsidiary to the Borrower or to another Subsidiary; and

         (d) Liens conveyed simultaneously or hereafter by the Borrower to the
Agent for the benefit of the Banks to secure the Obligations.

         (e) The transfer of an interest in accounts and notes receivable which
is permitted under Section 7.04(e) hereof.

         "Person" means an individual, a corporation, a partnership, an
association, a trust, a joint venture or any other entity or organization,
including a governmental or political subdivision or an agent or instrumentality
thereof, or other entity of any kind.

         "Plan" means any employee pension benefit plan maintained or
contributed to by the Borrower or any of its Subsidiaries or by any trade or
business (whether or not incorporated) under common control with. the Borrower
or any of its Subsidiaries as defined in Section 4001(b) of ERISA and insured by
the PBGC under Title IV of ERISA.

         "Prepayment Premium" means the excess, if any, as determined by the
Agent of: (i) the present value at the time of prepayment of the interest
payments which would have been payable on account of an amount prepaid from the
date of prepayment until the end of the period during which interest would have
accrued at a LIBOR Rate but for prepayment over (ii) the present value at the
time of prepayment of interest payments calculated at the rate (the 
"Reinvestment Rate") which the Agent then estimates each Bank would receive
upon reinvesting the principal amount of the prepayment in an obligation which
presents a credit risk substantially similar (as determined in accordance with
the commercial credit rating system then used by the Agent) to that which is
then presented by the Loan for a period approximately equal to the balance of
the period during which interest would accrue on the portion of the Loan
prepaid at a LIBOR Rate, but for prepayment. The discount rate used by the
Agent in determining such present values shall be the Reinvestment Rate.    

         "Prime Rate" means a variable per annum interest rate equal at all
times to the rate of interest established and quoted by the Agent as the Prime
Rate, such rate to change contemporaneously with each change in such established
and quoted rate, provided that it is understood that the Prime Rate shall not
necessarily be representative of the rate of interest actually charged by the
Agent on any loan or class of loans.

         "Pro Rata" means (a) with respect to each Bank's share of all Advances
under the Revolving Credit and all other amounts to be disbursed or advanced by
such Bank under the Revolving Credit, including but not limited to amounts to be
disbursed pursuant to Section 9.06 hereof, such Bank's ratable share of such
amount determined as the proportion that such Bank's Commitment bears to the
Aggregate Commitment of all Banks; and (b) with 



                                      -7-
<PAGE>   8

respect to each Bank's share of all payments of principal, interest, and fees on
the Revolving Credit to be received by such Bank, such Bank's ratable share of
such amount determined as the percentage of the aggregate unpaid principal
amount of all Advances under the Revolving Credit funded by such Bank, or if
there are no Advances under the Revolving Credit outstanding, the proportion
that such Bank's Commitment bears to the Aggregate Commitment of all of the
Banks; and (c) with respect to each Bank's share of all payments of principal
and interest on the Competitive Bid Facility to be received by such Bank, such
Bank's ratable share of such amount determined as the percentage of the
aggregate unpaid principal amount of all Competitive Bid Advances under the
Competitive Bid Facility funded by such Bank.

         "Receivables Purchase Agreement" means the Receivables Purchase
Agreement dated as of December 28, 1998 among Bindley Western Funding
Corporation, Falcon Asset Securitization Corporation, The First National Bank of
Chicago, as agent and the investors who become parties thereto, as the same may
be amended from time to time.

         "Reinvestment Rate" is used as defined in the text of the definition of
"Prepayment Premium" in this Section.

         "Reportable Events" has the meaning ascribed in ERISA.

         "Reserve Percentage" for each day during a LIBOR Interest Period is
that percentage (expressed as a decimal) which is in effect on such day, as
prescribed under Regulation D by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirement for a member
bank of the Federal Reserve System (or any successor) on non-personal time
deposits of $100,000.00 or more having a maturity comparable to the maturity of
such Eurocurrency liabilities with a maturity comparable to the maturity of such
LIBOR Interest Period, as the case may be.

         "Revolving Credit" means the credit facility described in Section 2.01.

         "Revolving Note" means each promissory note to be executed by the
Borrower in favor of each Bank in the form of Exhibits "E-1" through "E-7"
attached hereto, as amended, replaced, supplemented or modified from time to
time.

         "Subordinated Debt" means all Indebtedness of the Borrower and its
Consolidated Subsidiaries which is subordinated to the Indebtedness of the
Borrower and its Consolidated Subsidiaries to the Banks under such terms that
such Indebtedness is, in the judgment of all of the Banks, functionally the
equivalent of shareholders' equity in relation to the Borrower's Indebtedness to
the Banks.

         "Subsidiary" as to any Person means any corporation or other business
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or 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 or other business
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.

         "Swing Line" means the credit facility described in Section 2.05
hereof.

         "Swing Line Advance" means a loan made available to the Borrower by the
Swing Line Bank pursuant to Section 2.05 hereof.



                                      -8-
<PAGE>   9

         "Swing Line Bank" means NBD Bank or any other lender as a successor
Swing Line Bank.

         "Swing Line Commitment" means the obligation of the Swing Line Bank to
make Swing Line Advances up to a maximum of the lesser of (i) Twenty Million and
No/100 Dollars ($20,000,000.00) and (ii) the Aggregate Commitments less the
outstanding principal balance under the Revolving Credit and the Competitive Bid
Facility.

         "Swing Line Note" means a promissory note, in substantially the form of
Exhibit B attached hereto, duly executed by the Borrower and payable to the
order of the Swing Line Bank in the amount of its Swing Line Commitment, as
amended, replaced, supplemented or modified from time to time.

         "Termination Date" means the earlier to occur of (a) December 27, 1999,
as such date may hereafter be extended upon the mutual agreement of the Borrower
and all of the Banks in their sole discretion, and (b) the date on which the
Loans are terminated, accelerated or both pursuant to Article VIII hereof.

         "Total Debt" means all outstandings for borrowed money exclusive of the
Asset Backed Debt outstandings.

         "Transfer Agreements" means the Transfer Agreement dated as of December
28, 1998, between Special Services Company and the Borrower and the Transfer
Agreement dated as of December 28, 1998 between the Borrower and Bindley Western
Funding Corporation in connection with the Receivables Purchase Agreement, as
the same may be amended from time to time.

         1.02 Financial Standards. All accounting terms used herein and not
expressly defined in this Agreement shall (unless otherwise expressly indicated)
have the respective meanings given to them in accordance with GAAP. All
financial computations made under this Agreement for the purpose of determining
compliance with the financial requirements of this Agreement shall be made, and
all financial information required under this Agreement shall be prepared, in
accordance with GAAP, as in effect on the Closing Date, consistently applied.
All computations made under this Agreement for the purpose of determining
compliance with the financial covenants herein shall be made on a Consolidated
basis.

                                   ARTICLE II
                                   THE CREDITS

         2.01 Revolving Credit. Subject to the terms and conditions hereof,
including but not limited to the limitation stated in this Section 2.01 below
and Section 2.05(a) hereof, each Bank severally agrees to make Advances
(collectively, the "Revolving Credit") to the Borrower at any time and from time
to time on and after the date hereof to and including the Termination Date in an
aggregate principal amount at any one time outstanding not to exceed the Bank's
Commitment set forth opposite such Bank's name below:



                                      -9-
<PAGE>   10


<TABLE>
<CAPTION>
                                                 Amount of          Percentage of
                  Bank                          Commitment      Aggregate Commitment
                  ----                          ----------      --------------------
<S>                                          <C>                    <C>    
NBD Bank, N.A.                               $  37,500,000.00       21.490%

NationsBank, N.A.                            $  22,000,000.00       12.607%

KeyBank National Association                 $  31,000,000.00       17.765%

Suntrust Bank, Central Florida, N.A.         $  35,000,000.00       20.057%

National City Bank of Indiana                $  20,000,000.00       11.461%

Fifth Third Bank, Indiana                    $   9,000,000.00        5.157%

The Northern Trust Company                   $  20,000,000.00       11.461%

                  Total                      $ 174,500,000.00       100.00%
</TABLE>

         The Revolving Credit is a revolving credit facility and subject to
Section 2.12 and within the limits of the Aggregate Commitment of the Banks, the
Borrower may prepay and reborrow as Borrower may elect, provided that (y) all
Advances must mature no later than the Termination Date, and (z) the aggregate
outstanding principal balance of the Revolving Credit, the Competitive Bid
Facility and the Swing Line may not exceed $174,500,000.00; provided, however,
notwithstanding any terms contained in this Agreement or the Loan Documents to
the contrary, the availability under the Aggregate Commitment shall be
temporarily reduced from the Closing Date until the earlier of (y) notification
to the Borrower from NBD Bank or (z) March 30, 1999 to $162,500,000.00 and the
availability under each Bank's Commitment shall be pro ratably adjusted to
reflect such reduction in availability.

         2.02     Interest and Principal.

         (a) Each Advance under the Revolving Credit shall bear interest until
such Advance is paid in full at a rate per annum equal to, at the Borrower's
option: (i) the Base Rate plus the Applicable Spread; or (ii) the rate
determined by the Agent to be the LIBOR Rate for such LIBOR Interest Period plus
the Applicable Spread.

         (b) The Borrower shall pay accrued interest on each Base Rate Advance
in arrears on the first Banking Day of each calendar month and on its Maturity
Date, with the first such payment due on the earlier of such date after the
respective Advance is made.

         (c) The Borrower shall pay accrued interest on each LIBOR Advance on
the Maturity Date for such Advance, provided that if a LIBOR Interest Period is
six (6) months, accrued interest shall also be paid three (3) months following
the date of making such Advance and on the Maturity Date of such Advance.
Interest on LIBOR Advances shall be computed on the basis of a year of 360 days
and on actual days elapsed.

         (d) Each Base Rate Advance shall be for such period as the Borrower
shall determine; provided, that no Base Rate Advance made hereunder may have a
Maturity Date after the Termination Date.

         (e) The Borrower shall pay the principal of each Advance in full on its
Maturity Date unless the Borrower gives the Agent notice as provided in Section
2.03 that such Advance is to be renewed. Renewals of LIBOR Advances are subject
to Sections 2.10, 2.11, and 2.12 hereof. Subject to the provisions of Sections
2.03, 2.10, 2.11 and 2.12 hereof, on the Maturity Date of any Advance the
Borrower shall have the right to elect to have any outstanding Advance converted
into a different type of Advance provided for under the terms of this Agreement;
provided, that if no notice is given of the election of the Borrower to convert
or renew a LIBOR Advance on its respective Maturity Date under Section 2.03, the
Borrower shall have been deemed to have elected to convert to a Base Rate
Advance.



                                      -10-
<PAGE>   11

         (f) Each Advance shall be in an aggregate minimum amount of Five
Million Dollars ($5,000,000.00) with additional increments of One Million
Dollars ($1,000,000.00).

         (g) The Borrower may not have more than seven (7) LIBOR Advances
outstanding at any one time.

         2.03 Requests for Advances; Funding by Banks. (a) The Borrower shall
give the Agent at least three (3) Banking Days' irrevocable notice of each LIBOR
Advance or renewal thereof to be made hereunder, and same-day notice of each
Base Rate Advance to be made. Each such request ("Request") shall be
irrevocable, shall be received by the Agent by no later than 10:30 A.M.
Indianapolis, Indiana time on the date required hereunder, and shall specify the
date the Advance is to be made (which shall be a Banking Day), the type of
Advance, the tenor of the applicable LIBOR Interest Period, in the case of a
LIBOR Advance, and the amount of the Advance, which amount shall not exceed the
Aggregate Commitment of the Banks (subject to the limitations of Section 2.01).
Requests may be made by telephone and the Agent may rely on such telephonic
request as the act of the Borrower through its authorized representative. The
Borrower shall promptly confirm all telephonic requests in writing if the Agent
so requires. Upon receipt of each Request the Agent shall promptly notify each
Bank thereof. If Borrower fails to specify the type of Advance, it shall be
deemed to have selected a Base Rate Advance. If Borrower fails to specify the
length of any LIBOR Interest Period, it shall be deemed to have selected a LIBOR
Interest Period of one (1) month. Notwithstanding the foregoing, upon the
execution hereof the Borrower shall be deemed to have requested a Base Rate
Advance in the amount of the aggregate principal and accrued interest unpaid and
outstanding under the Original Agreement on the Closing Date unless the Borrower
gives the Agent notice otherwise of its Request for a LIBOR Advance on the
Closing Date. The proceeds of such Advance or Advances shall be automatically
applied by the Banks to the payment of all outstanding principal and accrued
interest under the Original Agreement.

         (b) The Agent shall promptly notify each Bank upon receipt of a Request
for Advance from the Borrower specifying the portion of such Advance to be
funded by each Bank, the interest rate and the date of borrowing. Each Advance
or renewal thereof shall be made on a Pro Rata basis by the Banks and each
Bank's portion of each Advance shall be determined by application of the
percentage set forth opposite such Bank's name in Paragraph 2.01 to the total
amount of the Advance. Provided that each Bank is given the notice required in
this Section 2.04, each Bank agrees that it will make the funds which it is to
advance hereunder available to the Agent not later than 12:30 p.m. Indianapolis,
Indiana time on the date such Advance is to be made. The Agent will thereupon
advance to the Borrower the amount so received from the Banks unless the Agent
shall determine that any condition precedent applicable to the Advance set forth
in Sections 4.01, 4.02 or 4.03 shall not be fulfilled as of the date of such
Advance. All Advances will be made to the Borrower by a credit to Borrower's
account with the Agent, or to any account of the Borrower maintained by the
Borrower at a bank designated by the Borrower which is a wholly owned subsidiary
of BANK ONE CORPORATION and for which the Borrower has provided to the Agent a
draw down authorization. All notices (including Requests for Advances) sent by
the Borrower to the Agent and received by the Agent after 10:30 a.m.
Indianapolis, Indiana time (or such other time as is specified in any Section
hereof) on a Banking Day shall be deemed received on the next succeeding Banking
Day.

         2.04 Competitive Bid Facility. In addition to the Revolving Credit and
the Swing Line, the Borrower may, as set forth in this Section, request the
Banks at any time prior to the Termination Date to make offers to make
Competitive Bid Advances to the Borrower. The aggregate principal amount at any
one time outstanding under the Competitive Bid Facility shall not exceed
$60,000,000.00, and in no event may the aggregate outstanding principal balances
of the Competitive Bid Facility, the Revolving Credit and the Swing Line exceed


                                      -11-
<PAGE>   12
174,500,000.00. The Banks may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers in
the manner set forth in this Section. Each utilization of the Competitive Bid
Facility by the Borrower shall serve to reduce the available and unused
Aggregate Commitment under the Revolving Credit; provided, that neither the Pro
Rata share of each Bank of the Aggregate Commitment nor the amount of each
Bank's Commitment shall be altered by virtue of any Bank financing a Competitive
Bid Advance.

         (a) In order to request Competitive Bids, the Borrower shall hand
deliver, telex, or telecopy to the Agent a duly completed Competitive Bid
Request in the form of Exhibit "C" hereto, to be received by the Agent not later
than 12:00 P.M., Indianapolis, Indiana time, one (1) Banking Day before the
making of the proposed Competitive Bid Advance. A Competitive Bid Request that
does not conform substantially to the format of Exhibit "C" may be rejected in
the Agent's sole discretion, and the Agent shall promptly notify the Borrower of
such rejection by telex or telecopier. Such request shall in each case refer to
this Agreement and specify (i) the proposed date of such Advance (which shall be
a Banking Day), (ii) and the aggregate principal amount thereof (which shall not
be less than $10,000,000.00 or greater than the Aggregate Commitment and shall
be an integral multiple of $1,000,000.00), and (iii) the Competitive Bid
Interest Period with respect thereto (which may not end after the Termination
Date). Promptly after its receipt of a Competitive Bid Request that is not
rejected as aforesaid, but in any event no later than 3:30 P.M. Indianapolis,
Indiana time on the date of receipt of the Competitive Bid Request, the Agent
shall invite by telex or telecopier (in the form set forth in Exhibit "B"
hereto) the Banks to bid, on the terms and conditions of this Agreement, to make
a Competitive Bid Advance pursuant to such Competitive Bid Request.

         (b) Each Bank may, in its sole discretion, make a Competitive Bid to
the Borrower responsive to the Competitive Bid Request. Each Competitive Bid by
a Bank must be received by the Agent via telex or telecopier, in the form of
Exhibit "A" not later than 10:00 A.M., Indianapolis, Indiana time, on the
proposed date of the making of the Competitive Bid Advance, provided that NBD
Bank's Competitive Bid must be received by the Agent no later than 9:30 a.m.
Indianapolis, Indiana time on such date. Competitive Bids that do not conform
substantially to the format of Exhibit "A" may be rejected by the Agent after
conferring with, and upon the instruction of, the Borrower, and the Agent shall
notify the Bank making such nonconforming bid of such rejection as soon as
practicable. Each Competitive Bid shall refer to this Agreement and specify (i)
the principal amount (which shall be in an minimum principal amount of
$10,000,000.00 and in an integral multiple of $1,000,000.00 and which may equal
(but not exceed) the entire principal amount of the Competitive Bid Advance
requested by the Borrower) of the portion of the Competitive Bid Advance that
the Bank is willing to make to the Borrower and (ii) the Competitive Bid Rate at
which the Bank is prepared to make the Competitive Bid Advance. If any Bank
shall elect not to make a Competitive Bid, such Bank shall so notify the Agent
via telex or telecopier not later than 10:30 A.M., Indianapolis, Indiana time,
on the Banking Day of the making of the proposed Competitive Bid Advance;
provided, however, that failure by any Bank to give such notice shall not cause
such Bank to be obligated to make any Competitive Bid Advance as part of such
Competitive Bid Facility. A Competitive Bid submitted by a Bank pursuant to this
Section shall be irrevocable.

         (c) The Agent shall promptly notify the Borrower no later than 11:00
A.M. Indianapolis, Indiana time on the same day as it receives the Competitive
Bids by telex or telecopier of all the Competitive Bids made, the Competitive
Bid Rate and the principal amount of the portion of each Competitive Bid Advance
in respect of which a Competitive Bid was made and the identity of the Bank that
made each bid. The Agent shall send a copy of all Competitive Bids to the
Borrower for its records as soon as practicable after completion of the bidding
process set forth in this Section 2.04.


                                      -12-
<PAGE>   13

         (d) The Borrower may in its sole and absolute discretion, subject only
to the provisions of this subsection (d), accept or reject any Competitive Bid
referred to in subsection (c) above. The Borrower shall notify the Agent by
telex or telecopier whether and to what extent it has decided to accept or
reject any of or all the bids referred to in subsection (c) above, not later
than 12:00 P.M., Indianapolis, Indiana time, on the Banking Day of the proposed
Competitive Bid Advance; provided, however, that (i) the failure by the Borrower
to give such notice shall be deemed to be a rejection of all the bids referred
to in subsection (c) above, (ii) the Borrower shall not accept a bid made at a
particular Competitive Bid Rate if the Borrower has decided to reject a bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by the Borrower shall not exceed the principal amount specified in
the Competitive Bid Request, (iv) if the Borrower shall accept a bid or bids
made at a particular Competitive Bid Rate but the amount of such bid or bids
shall cause the total amount of bids to be accepted by the Borrower to exceed
the amount specified in the Competitive Bid Request, then the Borrower shall
accept a portion of the bid or bids in an amount not to exceed the amount
specified In the Competitive Bid Request; (v) if the Borrower shall accept bids
made at a particular Competitive Bid Rate but the aggregate amount of bids made
at such rate shall exceed the amount specified in the Competitive Bid Request,
then the Borrower shall accept pro rata (based on the aggregate principal amount
of such bids) a portion of each bid made at such Competitive Bid Rate. A notice
given by the Borrower pursuant to this subsection (d) shall be irrevocable.

         (e) The Agent shall notify each bidding Bank no later than 1:00 P.M.
Indianapolis, Indiana time whether or not its Competitive Bid has been accepted
(and if so, in what amount and at what Competitive Bid Rate) by telex or
telecopier, and each successful bidder will thereupon become bound, subject to
the other applicable conditions hereof, to make the Competitive Bid Advance in
respect of which its bid has been accepted no later than 2:00 P.M. Indianapolis,
Indiana time, on the same Banking Day.

         (f) A Competitive Bid Request shall not be made within ten (10) Banking
Days of the date of any other Competitive Bid Request, unless the Borrower and
the Agent shall mutually agree otherwise.

         (g) All Competitive Bid Advances shall reduce the Aggregate Commitment,
and at no time shall the sum of the aggregate outstanding principal balances of
the Revolving Credit, the Swing Line and the Competitive Bid Facility exceed
$174,500,000.00.

         (h) All Competitive Bid Advances made by each Bank shall be evidenced
by a Competitive Loan Note payable to the order of such Bank and executed by the
Borrower prior to the disbursement of the Competitive Bid Advance in the amount
of such Competitive Bid Advance.

         2.05 Swing Line.

         (a) Amount of Swing Line Advances. Upon the satisfaction of the
conditions precedent set forth in Section 4.01 and 4.02 hereof from and
including the date of this Agreement and prior to the Termination Date, the
Swing Line Bank agrees, on the terms and conditions set forth in this Agreement,
to make Swing Line Advances to the Borrower from time to time, in Dollars, in an
amount not to exceed the Swing Line Commitment; provided, however, at no time
shall the outstanding principal balance under the Revolving Credit, the
Competitive Bid Facility and the Swing Line exceed the Aggregate Commitment.
Subject to the terms of this Agreement, the Borrower may borrow, repay and
reborrow Swing Line Advances at any time prior to the Termination Date.

         (b) Borrowing Notice. The Borrower shall deliver to both the Agent and
the Swing Line Bank a borrowing notice ("Request") signed by it, not later than
1:00 p.m. Indianapolis time on the proposed date of disbursement of a Swing Line
Advance ("Borrowing Date") of each Swing Line Advance, specifying (i) the


                                      -13-
<PAGE>   14

applicable Borrowing Date (which shall be a Business Day), and (ii) the
aggregate amount of the requested Swing Line Advance which shall be an amount
not less than One Hundred Thousand and No/100 Dollars ($100,000.00), and (iii)
the Borrower's interest rate election with respect to such Advance.

         (c) Making of Swing Line Advances; Interest. Provided that the Swing
Line Bank and the Agent are given the notice required in Section 2.05 (b), then
not later than 3:00 p.m. Indianapolis, Indiana time on the applicable Borrowing
Date, the Swing Line Bank shall make available its Swing Line Advance, in funds
immediately available in Indianapolis to the Agent at its address specified
pursuant to Article X hereof. The Agent will promptly make the funds so received
from the Swing Line Bank available to the Borrower at the Agent's aforesaid
address. Each Swing Line Advance shall bear interest until such Swing Line
Advance is paid in full at a per annum rate equal to, at the Borrower's option:
(i) the Base Rate, (ii) the Federal Funds Effective Rate plus the Applicable
Spread, or (iii) such other rate as may be agreed upon between the Swing Line
Bank and the Borrower prior to the disbursement of such Swing Line Advance.

         (d) Repayment of Swing Line Advances. The Swing Line Advances shall be
evidenced by the Swing Line Note. The Borrower may at any time pay, without
penalty or premium, all outstanding Swing Line Advances or, in a minimum amount
and increments of One Hundred Thousand and No/100 Dollars ($100,000.00), any
portion of the outstanding Swing Line Advances, upon notice to the Agent and the
Swing Line Bank. In addition, the Agent shall (i) at any time upon the request
of the Swing Line Bank after a Default or an Event of Default, or (ii) at any
time necessary to insure that the Commitment of the Swing Line Bank will not be
exceeded, require each Bank (including the Swing Line Bank) to make an Advance
in the amount of such Bank's Pro Rata Share of such Swing Line Advance, for the
purpose of repaying such Swing Line Advance. Not later than 2:00 p.m.
Indianapolis time on the date of any notice received pursuant to this Section
2.05(d), each Bank shall make available its required Advance, in funds
immediately available in Indianapolis to the Agent at its address specified
pursuant to Article X hereof. Advances made pursuant to this Section 2.05(d)
shall initially be Base Rate Advances and thereafter may be continued as or
converted into LIBOR Advances in the manner provided in Section 2.01 and subject
to the other conditions and limitations therein set forth and set forth in this
Article II. Unless a Bank shall have notified the Swing Line Bank, prior to its
making any Swing Line Advance, that any applicable condition precedent set forth
in Sections 4.01 and 4.02 hereof had not then been satisfied, such Bank's
obligation to make Advances pursuant to this Section 2.05(d) to repay Swing Line
Advances shall be unconditional, continuing, irrevocable and absolute and shall
not be affected by any circumstances, including, without limitation, (a) any
set-off, counterclaim, recoupment, defense or other right which such Bank may
have against the Agent, the Swing Line Bank or any other Person, (b) the
occurrence of continuance of a Default, (c) any adverse change in the condition
(financial or otherwise) of the Borrower, or (d) any other circumstances,
happening or event whatsoever. In the event that any Bank fails to make payment
to the Agent of any amount due under this Section 2.05(d), the Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such Bank hereunder until the Agent receives such
payment from such Bank or such obligation is otherwise fully satisfied. In
addition to the foregoing, if for any reason any Bank fails to make payment to
the Agent of any amount due under this Section 2.05(d), such Bank shall be
deemed, at the option of the Agent, to have unconditionally and irrevocably
purchased from the Swing Line Bank, without recourse or warranty, an undivided
interest and participation in the applicable Swing Line Advance in the amount of
such Swing Line Advance required by such Bank hereunder, and such interest and
participation may be recovered from such Bank together with interest thereon at
the Federal Funds Rate for each day during the period commencing on the date of
demand and ending on the date such amount is received. On the Termination Date,
the Borrower shall repay in full the outstanding principal balance of the Swing
Line Advances.



                                      -14-
<PAGE>   15

         2.06 Evidence of Credit Extensions.

         (a) Principal, interest and all other sums owing to the Banks under
this Agreement shall be evidenced by entries in records maintained by each Bank.
Each payment on and any other credits with respect to principal, interest, and
all other sums outstanding under this Agreement shall be evidenced by entries in
such records. All such entries shall be prima facie proof that such sums are
owing or that such payments have been made. The failure to so record any such
amount or any error in so recording any such amount shall not, however, limit or
otherwise affect the obligations of the Borrower hereunder or under any Note to
repay the principal amount of the Advances, the Competitive Bid Advances or
Swing Line Advances together with all interest accruing thereon.

         (b) The Borrower agrees that it shall, from time to time at the request
of any Bank through the Agent, execute and deliver to such Bank a Note for all
or part of the outstanding principal amount of such Bank's portion of the
Revolving Credit and/or the Competitive Bid Facility, each such Note to be in
the principal amount determined by such Bank, to provide for the payment of
interest and principal as set forth in Section 2.02 and Section 2.04 hereof, and
to be in form and substance satisfactory to such Bank.

         2.07 Fees.

          For the period from the date of this Agreement, to but excluding the
Termination Date, the Borrower shall pay to the Agent for the account of each
Bank a facility fee equal to 18.5 Basis Points per annum calculated on the
Aggregate Commitment. Such fees shall be paid in advance with the first such
payment due on the date of this Agreement for the period from the date hereof
through March 31, 1999, and thereafter calculated on a quarterly basis and paid
in advance on the last Banking Day of each March, June, September and December,
beginning on March 31, 1999. The Agent may debit any demand deposit account of
the Borrower on the date such administrative or facility fees are due in payment
of such fees, without further authority, and the Agent shall promptly distribute
(i) to each Bank its Pro Rata share of each payment of the facility fee, and
(ii) to the Agent the amount of its administrative fee. Such fees shall be
calculated on the basis of a 360-day year and actual days elapsed. All fees
payable hereunder shall be non-refundable and deemed to be earned in full upon
payment, except in the event of a permanent reduction in the Aggregate
Commitments as contemplated in Section 2.15 hereof in which event Borrower shall
be entitled to a prorated refund of such fees. The Borrower also agrees to pay
to the Agent for the sole account of the Agent and First Chicago Capital
Markets, Inc. (the "Arranger") unless otherwise agreed between the Agent or the
Arranger and any Bank, the fees set forth in the Letter Agreement among the
Agent, the Arranger and the Borrower dated November 12, 1998, payable at the
times and in the amounts set forth therein.

         2.08 Taxes. All payments and reimbursements required to be made
hereunder shall be made free and clear of and without deduction of any and all
taxes, fees or other charges of any nature whatsoever imposed by any taxing
authority, except such taxes as are imposed on or measured by a Bank's net
income by the jurisdiction or any political subdivision thereof in which such
Bank's principal office or actual lending branch is located. The Borrower shall
reimburse or compensate such Bank, upon demand by such Bank, for all costs
incurred, losses suffered or payments made in connection with the Loans or any
part thereof which costs, losses or payments are a result of any present or
future reserve, special deposit or similar requirement against assets of,
liabilities of, deposits with or for the account of or loans by such Bank,
imposed on such Bank or the offshore interbank market by any regulatory
authority, central bank or other authority, whether or not having the force of
law. If Borrower is prohibited by operation of law from (i) making payments
without deduction as provided in this Section, or (ii) paying, causing to be
paid, or reimbursing any Bank for the cost of, any and all taxes, duties, fees
or other charges as provided in this Section, then payments due to any such Bank
under this Agreement (and any Note required hereunder) shall be increased to
such amount which, after provision for such taxes, duties, fees or other
charges, 


                                      -15-
<PAGE>   16

is necessary to yield and remit to such Bank payments at the applicable rate
specified in Sections 2.02, 2.04 and 2.05. The Borrower shall provide evidence
that all applicable taxes imposed on the transaction contemplated by this
Agreement shall have been paid to the appropriate taxing authorities by delivery
to Agent of the official tax receipts or notarized copies of such receipts
within thirty (30) days after payment of any such tax.

         2.09 Availability, Yield. With respect to the LIBOR Advances,
notwithstanding anything to the contrary contained herein, if at any time any
Bank in its discretion determines that there is a reasonable probability that
United States dollar deposits in the amount of any requested LIBOR Advance and
for a period equal to the LIBOR Interest Period for such Advance will not be
available in the offshore interbank market, or there is a reasonable probability
that the rate of interest at which such deposits will be available will not
accurately reflect the cost to such Bank of maintaining such LIBOR Advance
during such LIBOR Interest Period, such Bank shall promptly give notice thereof
to Agent who shall notify the Borrower and, unless the Borrower elects to
withdraw its request for borrowing on the date it receives such notice from such
Bank, Borrower shall be deemed to have requested a Base Rate Advance in lieu of
such LIBOR Advance.

         2.10 Rate Not Ascertainable. Anything herein to the contrary
notwithstanding, if at any time the Agent shall determine (which determination
shall be binding and conclusive on all parties hereto) that by reason of
circumstances affecting the offshore interbank market, adequate and reasonable
means do not exist for ascertaining the applicable LIBOR Rate, then so long as
such circumstances shall continue (a) the Agent shall promptly give notice of
such determination to each Bank and the Borrower, (b) no Bank shall be under any
obligation to make or continue, or convert into LIBOR Advances, (c) any request
of the Borrower for LIBOR Advances (whether by continuation or conversion or
otherwise) shall be deemed a request for Base Rate Advances, and (d) the
Borrower shall, in the case of each outstanding LIBOR Advance, on the maturity
date of such Advance, either cause such Advance to be converted into a Base Rate
Advance or pay or prepay such advance in full (together with accrued interest
thereon).

         2.11 Illegality. Notwithstanding anything to the contrary contained
herein, if at any time any Bank determines that any change in applicable law or
regulation or any interpretation thereof makes it unlawful for such Bank to make
or continue any LIBOR Advance, or to comply with its obligations hereunder in
respect of LIBOR Advances, such Bank shall give notice of the same to Agent and
Borrower, at which time the obligation of such Bank to lend on the basis of the
LIBOR Rate, as the case may be, shall terminate. If after consultation with
Borrower, such Bank determines that the effect of such change cannot reasonably
be mitigated, the Borrower shall, upon request of such Bank and subject to
Section 2.12, immediately prepay in full the outstanding LIBOR Rate Advances, as
the case may be, together with all interest accrued thereon to the date of
payment, and shall pay all other sums due such Bank in connection with such
LIBOR Rate Advances, provided, however, that Borrower may then elect to borrow
the sums being prepaid at the rate specified in Section 2.02(a)(i) or (iv)
hereof.

         2.12 Prepayments. Voluntary prepayment prior to the expiration of the
applicable LIBOR Interest Period of all or any portion of a Loan on which
interest is accruing at a LIBOR Rate shall be subject to contemporaneous payment
of the Prepayment Premium if, at the time of prepayment, the Reinvestment Rate
is less than the LIBOR Rate at which interest accrues on the Loan. A Prepayment
Premium shall also be due and payable on prepayment of all or any portion of any
Loan prior to scheduled maturity because of acceleration of maturity on account
of an Event of Default if, at the time of acceleration of maturity, the
Reinvestment Rate is less than the applicable LIBOR Rate at which interest is
accruing on the Loan. If at the time of any voluntary or mandatory prepayment of
any portion of the principal of any Loan, interest accrues at both a LIBOR Rate
or Rates, and at a Base Rate on portions of the Loan, then any prepayment of
principal will be applied first to the 



                                      -16-
<PAGE>   17

portion of the Loan on which interest accrues at the Base Rate and next to the
portion or portions at which interest accrues at a LIBOR Rate, and if interest
accrues on the Loan at more than one LIBOR Rate, first to that portion or those
portions on which interest accrues at a rate or rates which results in no
Prepayment Premium or the lowest Prepayment Premium or Premiums. If Borrower
prepays all or any portion of a Loan bearing interest at a LIBOR Rate, provided
Borrower makes any such prepayment other than on the last day of a LIBOR
Interest Period, Borrower shall pay all accrued interest on the principal amount
prepaid with such prepayment and, in addition to any applicable Prepayment
Premium described above, shall also on demand reimburse each Bank and hold each
Bank harmless from all other losses and expenses incurred by such Bank as a
result of such prepayment, including, without limitation, any losses and
expenses arising from the liquidation or reemployment of deposits acquired to
fund or maintain the principal amount prepaid. Such reimbursement shall be
calculated as though such Bank funded the principal amount prepaid through the
purchase of U.S. Dollar deposits in the London, England interbank market having
a maturity corresponding to such LIBOR Interest Period and bearing an interest
rate equal to the LIBOR Rate for such LIBOR Interest Period, whether in fact
that is the case or not. Agent's determination of the amount of such
reimbursement shall be conclusive in the absence of manifest error.

         2.13 Method of Payment; Mistakes.

         (a) Each payment of principal, interest and other sums due under this
Agreement shall be made to the Agent without set-off or counterclaim in
immediately available funds on a Banking Day when due not later than 11:30 a.m.
Indianapolis time. All sums received after such time shall be deemed received on
the next Banking Day, and interest thereon shall be payable at the
then-applicable rate during such extension. Any payment due on a day that is not
a Banking Day shall be made on the next Banking Day, and interest thereon shall
be payable at the then-applicable rate during such extension.

         (b) Payment of all sums under this Agreement shall be made by the
Borrower to the Agent for the account of the Banks, and the Agent shall promptly
distribute to each Bank its Pro Rata share of such payments in like funds as
received. Borrower agrees that Agent may debit Borrower's account with the
Agent, or any account of the Borrower maintained by the Borrower at a bank
designated by the Borrower which is a wholly owned subsidiary of BANK ONE
CORPORATION and for which the Borrower has provided to the Agent a draw down
authorization ("DDA Account") for payments due under this Agreement and the
Agent may credit the DDA Account with the amount of any Advance or Swing Line
Advance.

         (c) Unless the Agent shall have been notified in writing by any Bank
prior to the date of an Advance that such Bank will not make available to the
Agent on such date such Bank's Pro Rata share of such Advance, the Agent may
(but shall not be required to) assume that such Bank has made such amount
available to the Agent on such date and, in reliance thereon, may make available
to Borrower a corresponding amount on behalf of such Bank. If such Bank
subsequently makes its Pro Rata share of an Advance available to the Agent, such
Bank shall pay to the Agent on demand an amount equal to the product of (i) the
applicable interest rate for such Advance from and including the date of the
Advance to but excluding the date such Bank's Pro Rata share of the Advance was
made available to the Agent (the "Out-of-Funds Period"), multiplied by (ii) an
amount equal to such Bank's Pro Rata share of the Advance, multiplied by (iii) a
fraction, the numerator of which is the number of days in the Out-of-Funds
Period and the denominator of which is 360. A certificate of the Agent submitted
to any Bank with respect to any amounts owing under this subsection (c) shall be
conclusive in the absence of manifest error. If such amount is not in fact made
available to the Agent by such Bank within one (1) Banking Day after the date of
an Advance, the Agent shall be entitled to recover such amount, with interest
thereon at the rate per annum then applicable to such Advance, on demand from
the Borrower.

                                      -17-
<PAGE>   18

         (d) Unless the Agent shall have been notified in writing by the
Borrower prior to any date on which a payment is due hereunder or under the
Notes that the Borrower will not make the required payment on such date, the
Agent may (but shall not be required to) assume that the Borrower will make such
payments to the Agent and, in reliance upon such assumption, may make available
to each Bank the amount due to it on such date. If such amount is not in fact
paid to the Agent by the Borrower within one (1) Banking Day after such payment
is due, the Agent shall be entitled to recover from each Bank the amount paid to
it by the Agent, together with interest thereon in the amount equal to the
product of: (i) the daily average federal funds rate (i.e. 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 for such day by
the Federal Reserve Bank of Chicago) from and including the payment date to but
excluding the date the payment was made available to the Agent (the
"Out-of-Funds Period"), multiplied by (ii) an amount equal to such Bank's Pro
Rata share of the total amount paid by the Agent, multiplied by (iii) a
fraction, the numerator of which is the number of days in the Out-of-Funds
Period and the denominator of which is 360. A certificate of the Agent submitted
to any Bank with respect to any amounts owing under this subsection (d) shall be
conclusive in the absence of manifest error.

         (e) Neither the Agent nor any Bank which continues to make its Pro Rata
share of Advances available to the Borrower shall have any liability to the
Borrower for the actions of a Bank which does not make its Pro Rata share of
Advances available, and the Borrower's sole remedy for damages for the refusal
of a Bank to lend its Pro Rata share of Advances, if any, shall be for actual
damages from such non-performing Bank only.

         2.14. Capital Reimbursement. (a) If either (i) the introduction or
implementation of, or any change in, or in the interpretation of, any law, rule
or regulation, or (ii) the introduction or implementation of or compliance with
any request, directive or guideline from any central bank or other governmental
authority (whether or not having the force of law) (A) affects or would affect
the amount of capital required or expected to be maintained by any Bank or any
corporation controlling any Bank or (B) results in the imposition, modification
or applicability of any reserve, special deposit, assessment or similar
requirement (other than the Reserve Percentage) relating to any extensions of
credit or other assets of, or any deposits with or other liabilities or
commitments of, any Bank (or its Lending Installation), including the Commitment
of any Bank (or its applicable Lending Installation), then, upon demand by such
Bank the Borrower will pay to the Agent for benefit of such Bank, from time to
time as specified by such Bank, such additional amount or amounts which such
Bank shall determine to be appropriate to compensate such Bank or any
corporation controlling such Bank in light of such circumstances, to the extent
that such Bank reasonably determines that the amount of any such capital would
be increased or the rate of return on any such capital would be reduced by, or
in whole or in part based on the existence of, the face amount of such Bank's
Pro Rata share of the Loans or such Bank's Commitment under this Agreement.

         (b) Any amount otherwise payable by the Borrower to a Bank under the
foregoing subsection (a) (hereinafter referred to as the "Capital Cost") shall
be reduced by the remainder of (i) that portion of the Capital Cost determined
by such Bank to be allocable to the amount of any interest or participation
transferred by such Bank in such Bank's Advance, Competitive Bid Advance, Swing
Line Advance or Commitment under this Agreement, minus (ii) the sum of (A) the
amount of the Capital Cost which such Bank has agreed or is otherwise obligated
to pay to the holder of such interest or participation as determined by such
Bank, plus (B) the amount such Bank shall determine to be appropriate to
compensate such Bank or any corporation controlling such Bank to the extent that
such Bank reasonably determines that the capital required or expected to be
maintained by such Bank, or by any corporation controlling such Bank, will be
increased, in whole or in part, based upon the existence of such interest or
participation so transferred.



                                      -18-
<PAGE>   19

         (c) Notwithstanding the foregoing, any amount payable with respect to
Capital Cost as determined under subsections (a) and (b) above shall be payable
by the Borrower to the relevant Bank (the "Reimbursed Bank") within sixty (60)
days after demand therefor, which demand shall be accompanied by the calculation
of the Capital Cost in reasonable detail, with a copy to the Agent. Within such
sixty (60) day period, additionally, the Borrower may, in its sole option,
obtain a new lender to replace the participation of the Reimbursed Bank in this
Agreement. Upon replacing the Reimbursed Bank with a new lender, the Borrower
shall pay the Reimbursed Bank the outstanding principal amount of the Reimbursed
Bank's Advances, together with accrued interest thereon, together with the
Capital Cost demanded by the Reimbursed Bank. Thereafter, the Reimbursed Bank
shall no longer be a party to this Agreement, and the Borrower shall have no
further obligation hereunder with respect to the Reimbursed Bank.

         2.15 Reduction of Aggregate Commitment. The Borrower shall have the
right, upon at least three (3) Banking Days' notice to the Agent, to reduce in
increments of not less than $5,000,000.00 the unused portion of the Aggregate
Commitment, provided that no reduction shall be permitted if, after giving
effect thereto, and to any prepayment made therewith, the outstanding and unpaid
principal amount of the Loans shall exceed the Aggregate Commitment. Any
reduction in part of the unused portion of the Aggregate Commitment shall be
made in the proportion that each Bank's Commitment bears to the total amount of
the Aggregate Commitment. The Aggregate Commitment, once reduced or terminated,
may not be reinstated.

         2.16 Calculation of Interest. Except as expressly provided otherwise
herein, interest on each of the Loans shall be calculated on the basis that an
entire year's interest is earned in 360 days.

         2.17 Manner of Payment - Application. Unless otherwise agreed to, in
writing, or otherwise required by applicable law, payments will be applied first
to accrued, unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs, late charges and other charges, provided, however, upon
delinquency or other Default, Banks reserve the right to apply payments among
principal, interest, late charges, collection costs and other charges at their
discretion. All prepayments shall be applied to the indebtedness owing hereunder
in such order and manner as Agent may from time to time determine in its sole
discretion.

         2.18 Late Payment. If payment is ten (10) days or more late, Borrower
will be charged Five Percent (5.0%) of the regularly scheduled payment or
$25.00, whichever is greater, up to the maximum amount of $250.00 per late
charge.

         2.19 Default Rate of Interest. Upon Default, including failure to pay
upon final maturity, Agent, at its option may, or if requested by the Majority
Banks, shall also, if permitted under applicable law, do one or both of the
following: (a) increase the applicable interest rate on the respective Note by
three percentage points (3.0%), and (b) add any unpaid accrued interest to
principal and such sum will bear interest therefrom until paid at the rate
provided herein or in the respective Note (including any increased rate). The
interest rate will not exceed the maximum rate permitted by applicable law.

         2.20 Lending Installations. Each Bank may book its Loans at any Lending
Installation selected by such Bank and may change its Lending Installation from
time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans and any Notes issued hereunder shall be deemed held
by each Bank for the benefit of any such Lending Installation. Each Bank may, by
written notice to the Agent and the Borrower in accordance with Section 10.01
hereof, designate replacement or additional Lending Installations through which
Loans will be made by it and for whose account Loan payments are to be made.


                                      -19-
<PAGE>   20
                                   ARTICLE III
                              EXPENSE REIMBURSEMENT

         The Borrower will, on demand, reimburse the Agent for all expenses,
including the reasonable fees and expenses of legal counsel for the Agent,
incurred by the Agent in connection with the preparation, administration,
amendment or modification of this Agreement and the Loan Documents and the
collection or attempted collection of the Notes.


                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         4.01 Conditions Precedent to Closing. In addition to the requirements
set forth in Section 4.02 hereof, the obligation of each Bank to make its first
Advance under the Revolving Credit, the Competitive Bid Facility and the Swing
Line Bank to extend its first Swing Line Advance is subject to the condition
precedent that the following shall have been delivered to the Agent in form and
substance satisfactory to the Agent and its counsel and in sufficient numbers
for each Bank:

         (a) Borrower's Incorporation Documents. A copy of the Articles of
Incorporation and By-laws, including all amendments thereto, of the Borrower,
certified by the Secretary or an Assistant Secretary as being in full force and
effect on the Closing Date, and with respect to the Certificate of
Incorporation, certified by the Indiana Secretary of State, unless unchanged
since the date of the Original Agreement in which case the Borrower's Secretary
or Assistant Secretary may attest to such fact in a writing delivered to the
Agents.

         (b) Borrower's Corporate Resolutions. Copies of resolutions of the
Board of Directors of the Borrower, certified by the Secretary or an Assistant
Secretary of Borrower as being in full force and effect on the Closing Date,
authorizing the borrowings provided for herein and the execution, delivery and
performance of this Agreement, the Notes and any other Loan Document, instrument
or agreement required to be executed and delivered by the Borrower hereunder.

         (c) Incumbency Certificates. Certificates, signed by the Secretary or
an Assistant Secretary of Borrower, dated the Closing Date, as to the
incumbency, and containing the specimen signatures, of the Persons authorized to
execute and deliver this Agreement, the Notes and any other instrument or
agreement required hereunder.

         (d) Loan Documents. The Notes, each duly executed by Borrower, payable
to the order of each Bank in the amount of each Bank's Commitment and dated the
Closing Date, together with all other Loan Documents duly executed by the
Borrower.

         (e) Certificates of Good Standing/Existence. Certificate of existence
and/or good standing certificates for the Borrower in the state of its
incorporation and where qualified, duly certified by the Indiana Secretary of
State or other appropriate official of each such state.



                                      -20-
<PAGE>   21

         (f) Other Evidence Agents May Require. Such other documents or evidence
as any Bank, through the Agents, may reasonably request to consummate the
transactions contemplated hereby and by the other Loan Documents, the taking of
all necessary actions in any proceedings in connection herewith or therewith and
compliance with the conditions set forth in this Agreement or any other Loan
Document.

         (g) Opinion of Counsel. An opinion of counsel for the Borrower in form
and substance satisfactory to the Banks.

         (h) Payment of Fees and Expenses. Payment by Borrower of all applicable
and due and payable expenses pursuant to Section 2.07 and Article III hereof.

         (i) Closing of Asset Backed Debt. Evidence reasonably acceptable to the
Agent that the Asset Backed Debt transaction has been successfully closed prior
to or effective simultaneously with the Closing Date.

         4.02 Conditions Precedent to Each Borrowing. The obligation of each
Bank to make any Advance, Competitive Bid Advance and any Swing Line Advance
hereunder, including the first Advance, Competitive Bid Advance or Swing Line
Advance, is subject to the following conditions precedent:

         (a) On the Closing Date, the representations and warranties contained
in Article V and in any other Loan Document executed by the Borrower shall be
true and correct.

         (b) The Agent shall have received a Request from the Borrower.

         (c) All fees, expenses and other amounts due and payable to or for the
benefit of the Agent or any of the Banks under this Agreement or any other Loan
Document shall have been paid in full.

         (d) No Default or Event of Default shall have occurred and be
continuing.


                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Banks and the Agent on the
date hereof and shall be deemed to have made such representations and warranties
to the Banks and the Agent on the date of each Advance and Swing Line Advance
hereunder that:

         5.01 Corporate Existence. The Borrower is a corporation duly organized
and validly existing under the laws of the State of Indiana, and is duly
qualified as a foreign corporation and is properly licensed and in good standing
In each jurisdiction where the failure to qualify or be licensed would have a
material adverse effect on its business, properties or conditions (financial or
otherwise). The principal office of the Borrower is located at 8909 Purdue Road,
Indianapolis, Indiana 46268.

         5.02 Subsidiaries' Existence. Schedule 1 attached hereto contains a
list of all of the Borrower's Subsidiaries effective as of December 31, 1998
(reflecting the disposition of the Borrower's ownership interest in Priority
Healthcare Corporation) showing, as to each, its jurisdiction of incorporation
and principal place of business. All of the outstanding shares of stock of each
of the Subsidiaries have been validly issued, are fully paid and non-assessable,
and except for directors' qualifying shares, are owned by the Borrower or
another Subsidiary 



                                      -21-
<PAGE>   22

of the Borrower free and clear of all Liens. Each Consolidated Subsidiary is
duly organized and validly existing under the laws of the jurisdiction of its
incorporation, and is properly licensed and in good standing in each
jurisdiction in which the failure to qualify or be licensed would have a
material adverse effect on the business, properties or financial condition of
the Borrower or of such Consolidated Subsidiary.

         5.03 Corporate Powers. The execution, delivery and performance of this
Agreement and any instrument or agreement required to be delivered by the
Borrower hereunder are within the Borrower's corporate powers, have been duly
authorized by all requisite corporate action, and are not in conflict with the
terms of any charter, By-law or other organization papers of the Borrower, or
any instrument or agreement to which the Borrower is a party or by which the
Borrower is bound or affected.

         5.04 Power of Officers. The officers of the Borrower executing this
Agreement, the Notes and any certificate, instrument or agreement required to be
delivered by Borrower hereunder or thereunder have been duly elected or
appointed and were fully authorized to execute the same at the time such
agreement, certificate or instrument was executed.

         5.05 Government and Other Approvals. No approval, consent, exemption or
other action by, or notice to or filing with, any governmental authority by the
Borrower is necessary in connection with the execution, delivery or performance
of the Loan Documents.

         5.06 Compliance with Laws; Environmental Matters. There is no law, rule
or regulation, nor is there any judgment, decree or order of any court or
governmental authority binding on the Borrower which would be contravened by the
execution, delivery or performance of the Loan Documents. Borrower is in
compliance with all laws and regulations, including all requirements of
applicable federal, state and local environmental, health and safety statutes
and regulations and is not the subject of any federal, state or local
investigation evaluating whether any remedial action is needed with respect to
any Hazardous Material and neither the Borrower nor, to the best of the
Borrower's knowledge, any other Person, has ever caused or permitted any
Hazardous Material in hazardous quantities to be disposed of, treated,
generated, stored or used on or under any property of the Borrower and no such
property has been used as a dump or disposal site for any Hazardous Material.

         5.07 Enforceability of Agreement. This Agreement is the legal, valid
and binding agreement of the Borrower and the Notes when executed and delivered
will be, the legal, valid and binding agreement of the Borrower, enforceable
against Borrower in accordance with their respective terms, and any other
exhibit, instrument or agreement required hereunder, when executed and
delivered, will be similarly legal, valid, binding and enforceable in accordance
with its terms.

         5.08 Title to and Condition of Property. The Borrower has good and
marketable title to all of its properties and assets free and clear of all Liens
except for Permitted Liens. The execution, delivery and performance of this
Agreement, the Notes and any other instrument or agreement required to be
delivered by the Borrower hereunder will not result in the creation of any Lien
except as provided for herein. All of the facilities and properties of the
Borrower are in good operating condition and repair except for facilities and
properties which are obsolete or otherwise not required for the conduct of its
business, or which are being repaired in the ordinary course of business.

         5.09 Litigation. There are no suits, proceedings, claims or disputes
pending or, to the actual knowledge of the Borrower, threatened against or
affecting the Borrower or its respective properties, the adverse determination
of which individually or in the aggregate might materially adversely affect the
business, properties



                                      -22-
<PAGE>   23

or condition (financial or otherwise) of the Borrower or impair the Borrower's
ability to perform its obligations hereunder, under any other Loan Document or
under any instrument or agreement required hereby, except as otherwise
previously initially disclosed to the Banks in writing in accordance with the
terms hereof, with current updates having been conveyed by the Borrower to the
Banks orally as of a recent date.

         5.10 Events of Default. No Default or Event of Default has occurred and
is continuing or would result from the execution or performance of any Loan
Document or the incurring of the Obligations by the Borrower. The Borrower is
not in default under any charter instrument or by-law, indenture, or under any
loan agreement or any material agreement or instrument to which it is a party or
by which it or its properties are bound.

         5.11 Investment Company Act of 1940. The Borrower is not, and, by such
acts as may be necessary will continue not to be, an investment company and is
not controlled by an investment company within the meaning of the Investment
Company Act of 1940, as amended.

         5.12 Regulation U. The proceeds of the Loans will not be used, directly
or indirectly, to purchase or carry any Margin Stock or to extend credit to
others for the purpose of purchasing or carrying any Margin Stock.

         5.13 Financial Information.

         (a) The balance sheets of the Borrower and its Consolidated
Subsidiaries dated as of September 30, 1998, and as of December 31, 1997,
(complete and accurate copies of which have been delivered by the Borrower to
the Banks) and all other information and data furnished by the Borrower to the
Banks are materially complete and correct, and such financial statements have
been prepared In accordance with GAAP consistently applied, and fairly present
the consolidated financial condition and results of operations of the Borrower
and its Consolidated Subsidiaries as of such dates and the results of operations
for the respective periods then ended. Neither the Borrower nor any Consolidated
Subsidiary has any contingent obligations, unbooked liabilities for taxes or
other outstanding financial obligations.

         (b) Since September 30, 1998, there has not been and Borrower does not
know or have reason to know of any development or threatened development (other
than general economic conditions) of a nature which may cause any material
adverse change in the financial condition or operations of the Borrower and its
Consolidated Subsidiaries sufficient to impair the Borrower's ability to repay
the Revolving Credit and otherwise perform the Obligations in accordance with
the terms of this Agreement and the Loan Documents.

         5.14 ERISA. No fact or circumstance, including but not limited to any
Reportable Event, exists in connection with any Plan of the Borrower or any of
its Consolidated Subsidiaries which would constitute grounds for the termination
of any such Plan by the PBGC or for the appointment by the appropriate United
States District Court of a trustee to administer any such Plan and which would
result in the termination of a Plan and the Borrower or its Affiliates incurring
material liability to the Plan, the PBGC, participants, beneficiaries or a
trustee under ERISA. No Plan maintained by the Borrower and no trust created
under any such Plan has incurred any "accumulated funding deficiency" as defined
in Section 302 of ERISA, and the present value of all benefits vested under each
Plan did not exceed, as of the last annual valuation date, the value of the
assets of the respective Plan allocable to such vested benefits. For the
purposes of this representation and warranty the Borrower or such Consolidated
Subsidiary, if not the Plan administrator, shall be deemed to have knowledge of
all facts attributable to the Plan administrator designated pursuant to ERISA.



                                      -23-
<PAGE>   24

         5.15  Year 2000 Compliance.

         As of the date of any request for an Advance under the Revolving
Credit, a Competitive Bid Advance under the Competitive Bid Facility or a Swing
Line Advance under the Swing Line, as of the date of any renewal, extension or
modification of the Revolving Credit, the Competitive Bid Facility or the Swing
Line, and at all times the Revolving Credit, the Competitive Bid Facility or the
Swing Line or Banks' commitment to make advances under the Loans are
outstanding:

         (a) Except as otherwise disclosed to the Agent and the Banks, all
devices, systems, machinery, information technology, computer software and
hardware, and other date sensitive technology (jointly and severally the
"Systems") necessary for each of the Borrower and its Subsidiaries to carry on
its business as presently conducted and as contemplated to be conducted in the
future are Year 2000 Compliant or will be Year 2000 Compliant within a period of
time calculated to result in no material disruption of any of Borrower's or its
Subsidiaries' business operations. For purposes of these provisions, "Year 2000
Compliant" means that such Systems are designed to be used prior to, during and
after the Gregorian calendar year 2000 A.D. and will operate during each such
time period without error relating to date data, specifically including any
error relating to, or the product of, date data which represents or references
different centuries or more than one century.

         (b) Borrower has: (i) undertaken a detailed inventory, review, and
assessment of all areas within its business and operations that could be
adversely affected by the failure of Borrower and its Subsidiaries to be Year
2000 Compliant on a timely basis; (ii) developed a detailed plan and time line
for becoming Year 2000 Compliant on a timely basis, and (iii) to date,
implemented that plan in accordance with that timetable in all material
respects.

         (c) Borrower reasonably believes that its key suppliers, vendors, and
customers have initiated programs to become Year 2000 Compliant and will be
compliant. For purposes hereof, "key suppliers, vendors, and customers" refers
to those suppliers, vendors, and customers of Borrower whose business failure
would, with reasonable probability, result in a material adverse change in the
business, properties, condition (financial or otherwise), or prospects of
Borrower. For purposes of this paragraph, Banks, as lenders of funds under the
terms of the Loans, confirm to Borrower that each of the Banks has initiated its
own corporate-wide Year 2000 program with respect to its lending activities.

         5.16 Material Adverse Effect. Since September 30, 1998, there has
occurred no event or circumstance which has had, or could reasonably be expected
to have, or result in a material Adverse Effect.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees that so long as the Aggregate
Commitment remains available and until all Obligations have been paid in full it
will:

         6.01 Use of Proceeds. Use the proceeds of the Revolving Credit as
working capital of the Borrower, to pay the balance of the revolving credit
extended to the Borrower under the Original Agreement as provided in Section
2.03 hereof, and to pay the balance of the revolving credit extended to the
Borrower under that certain Credit Agreement by and between Borrower and Bank
One, Indiana, NA dated November 3, 1998 ("Other Agreement").



                                      -24-
<PAGE>   25

         6.02     Notices. Promptly give written notice to the Agent of:

         (a) all litigation affecting Borrower or any of its Subsidiaries where
the amount claimed in any one instance or in the aggregate for all such
litigation is Two Hundred Fifty Thousand Dollars ($250,000.00) or more in excess
of insurance coverage or where the insurance carrier has denied its
responsibility as to an amount claimed of Two Hundred Fifty Thousand Dollars
($250,000.00) or more;

         (b) any Reportable Event under Section 4043(b)(5), (6), or (9) of ERISA
with respect to any Plan, any decision to terminate or withdraw from a Plan, any
finding made with respect to a Plan under Section 4401(c) or (3) of ERISA, the
commencement of any proceeding with respect to a Plan under Section 4042 of
ERISA, or any material increase in the actuarial present value of unfunded
vested benefits under all Plans, over the preceding year;

         (c) any strikes, work-stoppages, slow-downs or other labor disputes or
grievances involving the Borrower or a Consolidated Subsidiary which could have
material adverse effect on the operations or financial condition of the Borrower
and its Consolidated Subsidiaries, taken as a whole;

         (d) the acquisition of any Subsidiary by the Borrower together with
financial statements of such Subsidiary before giving effect to the acquisition;

         (e) all Defaults specifying the nature and the period of existence
thereof and what action the Borrower has or proposes to take with respect
thereto;

         (f) any change in the payment terms extended to the Borrower's chain
drug customers from the terms in effect as of the date of this Agreement; and

         (g) any other event which might have a material adverse effect on the
business, properties, operations, prospects or condition (financial or
otherwise) of the Borrower or any Consolidated Subsidiary.

         6.03     Financial Statements, Reports. Etc. Deliver to each Bank:

         (a) as soon as available but not later than forty-five (45) days after
the close of each quarter of each Fiscal Year, the consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as of the
close of such quarter, and the Borrower and its Subsidiaries' consolidated and
consolidating statements, statements of income and retained earnings and changes
in financial position or statement of cash flow of such quarter and that portion
of the Fiscal Year ending with such quarter, all prepared in accordance with
GAAP, consistently applied, certified by the chief financial officer of the
Borrower as being complete and correct and fairly presenting the Borrower's
financial condition and results of operations as of the end of such quarter and
for that portion of the Fiscal Year ending with such quarter, accompanied by a
statement from the chief financial officer of the Borrower stating that as of
the end of such quarter no Default or Event of Default existed or, if such did
exist, a statement describing such Default or Event of Default and the action
the Borrower is taking or proposes to take with respect thereto;

         (b) as soon as available but not later than ninety (90) days after the
close of each Fiscal Year, the Borrower and its Subsidiaries' Consolidated
balance sheets as of the close of such year, and Consolidated statements,
statements of income and retained earnings and changes in financial position or
statement of cash flow for such year, prepared in accordance with GAAP,
consistently applied, together with the notes thereon and the report of the
Independent Public Accountant thereon, audited and reported on by an Independent
Public Accountant. Such auditor's report shall state that the Consolidated
statements present fairly the financial position 



                                      -25-
<PAGE>   26

of the Borrower and its Subsidiaries in accordance with GAAP, consistently
applied, and shall be free from exceptions, reservations or qualifications as a
result of which the auditor is unable to conclude that the financial statements
fairly present or adequately disclose the financial condition of the Borrower
and its Subsidiaries and shall not be limited because of restricted or limited
access by such auditor to any material portion of the Borrower's or any of its
Subsidiaries' records and shall be accompanied by a statement from such auditor
that during the examination no Default or Event of Default came to their
attention. Such report shall also be accompanied by a certificate from the chief
financial officer of the Borrower stating that as of the end of such year no
Default or Event of Default existed or, if such did exist, a statement
describing such Default or Event of Default and the action the Borrower has
taken or proposes to take with respect thereto;

         (c) promptly upon receipt thereof, any management letters provided to
the Borrower by the Independent Public Accountant containing any reference to
any inadequacy, defect, problem, qualification or other lack of satisfactory
accounting controls utilized by the Borrower or any of its Subsidiaries;

         (d) promptly provide the Bank with copies of all 10-Q reports, 10-K
reports, and other information submitted to the Securities and Exchange
Commission and concurrently with any 10-Q reports or 10-K reports, Borrower's
chief financial officer shall submit a certificate stating that the Borrower is
in compliance with all terms and conditions of this Agreement, or if the
Borrower is not in compliance, the nature of such noncompliance and the plan of
the Borrower to cure such noncompliance;

         (e) within forty-five (45) days after the end of each calendar quarter,
a Compliance Certificate in the form of Exhibit "G" delivered for each calendar
quarter. The Agent shall promptly deliver a photocopy of the Compliance
Certificate when received to all Banks.

         (f) such other statements or reports as the Agent or any Bank acting
through the Agent may reasonably request in form and detail satisfactory to the
Agent.

         6.04 Existence, Etc. Maintain and preserve its existence and all
rights, privileges and franchises now enjoyed and necessary for the operation of
its business and keep all of its properties in good working order and condition,
normal wear and tear excepted, except properties that the Borrower or a
Consolidated Subsidiary reasonably determines to be surplus, obsolete or
otherwise not necessary or useful in the conduct of its business.

         6.05 Payment of Obligations. Pay all taxes, assessments, governmental
charges and other obligations when due, except such as may be contested in good
faith or as to which a bona fide dispute may exist, and for which adequate
reserves have been established in an amount determined in accordance with GAAP.

         6.06 Compliance with Laws. At all times comply in all material respects
with all laws, rules, regulations, orders and directions of any governmental
authority having jurisdiction over its business.

         6.07 Insurance. Maintain and pay all premiums with regard to insurance
with responsible insurance companies against such risks, on such properties and
in at least such amounts as is customarily maintained by similar businesses in
the exercise of reasonable business judgment, provided that such insurance is
reasonably commercially available; deliver to the Agent at the request of any
Bank a list in reasonable detail of the insurance policies then in effect,
stating the names of the insurance companies, the amounts and rates of
insurance, the dates of the expiration thereof and the properties and risks
covered thereby.

         6.08 Adequate Books. Maintain adequate books, accounts and records in
order to provide financial statements in accordance with GAAP and, if requested
by a Bank, permit employees or representatives of the 



                                      -26-
<PAGE>   27

Agent and such Bank at any reasonable time and upon reasonable notice to inspect
and audit their properties, to examine or audit their inventory, books, accounts
and their respective affairs, finances and accounts with their respective
accountants (and by their provisions the Borrower authorizes such accountants to
discuss with the Agent or any Bank the finances and affairs of the Borrower and
its Subsidiaries).

         6.09 Consolidated Net Worth. Maintain at all times, a Consolidated Net
Worth of not less than Two Hundred Seventy Five Million and 00/100 Dollars
($275,000,000.00), which required minimum amount will increase as of the end of
each fiscal quarter of the Borrower, commencing with the quarter ending December
31, 1998 by an amount equivalent to the sum of (i) fifty percent (50.0%) of the
Borrower's Consolidated Net Income for such quarter (with no deduction on
account of negative Consolidated Net Income for a fiscal quarter), plus (ii) one
hundred percent (100.0%) of the net proceeds, cash or otherwise, of all
offerings and issuances of additional equity by the Borrower and its
Subsidiaries.

         6.10 Consolidated Total Debt to Consolidated EBITDA. Maintain at all
times a ratio of Consolidated Total Debt to Consolidated EBITDA for the period
of four (4) consecutive fiscal quarters most recently ended on or prior to such
determination date of not greater then 3.50 to 1.0.

         6.11 Consolidated Interest Expense Coverage Ratio. During each period
of four consecutive fiscal quarters, maintain at all times a Consolidated
Interest Expense Coverage Ratio for the period of four (4) consecutive fiscal
quarters most recently ended on or prior to such determination date of not less
than 2.50 to 1.0.

         6.12 ERISA. Make prompt payment of contributions required to meet the
minimum funding standards set forth in ERISA except (a) to the extent waived or
deferred by the PBGC and (b) with respect to unfunded contributions required to
be paid by Subsidiaries of the Borrower acquired after the date hereof, which
unfunded contributions existed at the time of the acquisition of such
Subsidiaries and do not in the aggregate, together with unfunded contributions
of all other Subsidiaries of the Borrower, exceed $500,000.00 at any time, so
long as no criminal or material civil penalty is or may be incurred in
connection therewith.

         6.13 Subsidiary Payments. Cause each Subsidiary of the Borrower to make
dividend cash payments during each calendar quarter to its stockholders in an
amount sufficient to enable the Borrower to pay its Indebtedness and all other
obligations, including the Obligations.

         6.14 Hazardous Materials. (a) Comply with all laws, regulations and
orders with respect to the discharge and removal of any Hazardous Materials, (b)
not release or dispose of any Hazardous Material on or under any of the
properties of the Borrower or its Subsidiaries, (c) indemnify and hold harmless
the Banks and their officers, employees and consultants from and against all
losses, costs, damages and expenses (including reasonable attorneys' fees and
expenses) any such Person may sustain in connection with the use, disposal or
release of any Hazardous Material by the Borrower or any of its Subsidiaries or
in connection with the existence of any Hazardous Material on or under any of
the properties of the Borrower or any of its Subsidiaries.

         6.15     Year 2000 Covenants

         (a) Furnish such additional information, statements and other reports
with respect to Borrower's activities, course of action and progress towards
becoming Year 2000 Compliant as Agent may request from time to time.

                                      -27-
<PAGE>   28

         (b) In the event of any change in circumstances that causes or will
likely cause any of Borrower's representations and warranties with respect to
its being or becoming Year 2000 Compliant to no longer be true (hereinafter,
referred to as a "Change in Circumstances"), then Borrower shall promptly, and
in any event within ten (10) days of receipt of information regarding a Change
in Circumstances, provide Agent with written notice (the "Notice") that
describes in reasonable detail the Change in Circumstances and how such Change
in Circumstances caused or will likely cause Borrower's representations and
warranties with respect to being or becoming Year 2000 Compliant to no longer be
true. Borrower shall, within ten (10) days of a request, also provide Agent with
any additional information Agent requests of Borrower in connection with the
Notice and/or a Change in Circumstances.

         (c) Give any representative of the Agent access during all business
hours to inspect any of the properties and Systems of Borrower, and to project
test the Systems to determine if they are Year 2000 Compliant in an integrated
environment, all at the sole cost and expense of the Agent.

         6.16 Mandatory Prepayments and Reductions of Aggregate Commitments.
Borrower shall immediately remit to the Agent for application to the outstanding
principal balances under the Loans One Hundred Percent (100%) of the net
proceeds received by the Borrower or any of its Subsidiaries associated with the
following:

         (a) The sale of material assets of the Borrower or any of its
Subsidiaries, except for the contemplated sale of stock or assets of Priority
Healthcare Corporation;

         (b) Issuance of other debt, including subordinated debt by the Borrower
or any of its Subsidiaries other than additional debt permitted under Section
7.01 hereof;

         (c) Issuance of other equity by the Borrower or any of its
Subsidiaries.

Additionally, the Aggregate Commitments shall be automatically and permanently
reduced, without further action required by the Borrower or the Banks, in an
amount equal to the net proceeds as contemplated above which are applied to the
Loans from time to time.

         6.17 Primary Banking Relationship. The Borrower shall maintain its
primary concentration and deposit accounts with one or more of the Banks or Bank
One, Indiana, NA.


                                   ARTICLE VII
                               NEGATIVE COVENANTS

         The Borrower covenants and agrees that, so long as the Aggregate
Commitment shall remain available and until full and final payment of all
Obligations, it will not, and will not permit any Subsidiary to, except with the
prior written consent of the Majority Banks:

         7.01 Indebtedness. Except for borrowings under this Agreement, create
or incur any Indebtedness or sell or discount with recourse any accounts
receivable or any debt instrument (other than in connection with a disposition
of assets permitted herein and which are part of any entity which is being sold)
owned by it, or enter into any other arrangement which has the effect of
assuring a creditor of a Person against loss (including arrangements to purchase
or repurchase property or obligations, pay for property, goods or services,
whether or



                                      -28-
<PAGE>   29

not delivered or rendered, maintain working capital, equity capital or other
financial condition of, or lend or contribute to or invest in, any such Person);
provided, however, that this Section shall not be deemed to prohibit:

         (a) the acquisition of goods, supplies or merchandise on normal trade
credit in the ordinary course of business;

         (b) the execution of bonds or undertakings or the obtaining of
performance standby letters of credit or commercial letters of credit in the
ordinary course of its business as presently conducted;

         (c) the endorsement of instruments for deposit and collection in the
ordinary course of business;

         (d) Indebtedness of the Borrower to any Consolidated Subsidiary or of
any Consolidated Subsidiary to the Borrower or of any Consolidated Subsidiary to
another Consolidated Subsidiary, so long as any evidence of such Indebtedness is
not pledged, assigned or endorsed to any Person;

         (e) Indebtedness up to a maximum of Twenty-Five Million and No/100
Dollars ($25,000,000.00) in the form of unsecured indebtedness, provided that
such indebtedness, when aggregated with the outstanding principal balance of the
Loans, does not exceed the Aggregate Commitments, and provided further that the
incurrence of such debt does not result in a Default or Event of Default; and

         (f) Asset Backed Debt, provided that the amount of financing under such
transactions does not exceed at any one time outstanding an amount equal to Four
Hundred Fifty Million and 00/100 Dollars ($450,000,000.00) less the maximum
principal amount available under the Loans.

         7.02 Liens. Create, assume or suffer to exist any Lien on any of its or
its Consolidated Subsidiaries' properties whether now owned or hereafter
acquired, except Permitted Liens and Liens in favor of the Banks, or enter into
any agreement with any Person (other than the Banks pursuant to this Agreement)
which restricts the right of the Borrower or any of its Consolidated
Subsidiaries to create, assume or suffer Liens on any of their respective
assets.

         7.03 Change in Business. Engage in any business activities or
operations substantially different from and unrelated to present business
activities and operations conducted by the Borrower or any Affiliate of the
Borrower on the Closing Date other than business activities or operations in
which the aggregate investment of the Borrower and its Subsidiaries does not
exceed ten percent (10%) of the Net Worth of the Borrower.

         7.04 Mergers, Sales of Assets, Etc. Liquidate, dissolve, or enter into
any consolidation, merger, partnership, joint venture or any other combination
or sell, lease, assign, transfer or otherwise dispose of any assets, whether now
owned or hereafter acquired, in a single transaction or in a series of
transactions or enter into any sale and leaseback transactions, other than:

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

         (b) the sale or other disposition of property no longer used or useful
             in the conduct of its business;

         (c) any merger in which the Borrower is the legal surviving corporation
             if there is no Default or Event of Default after the consummation
             thereof;

                                      -29-
<PAGE>   30

         (d) the merger, consolidation or transfer of the business or assets of
             any of the Borrower's Subsidiaries to the Borrower or to any
             Consolidated Subsidiary.

         (e) the transfer of an interest in accounts or notes receivable by
             (i)(A) Special Services Company to the Borrower and (B) the
             Borrower to Bindley Western Funding Corporation and (ii) the
             transfer of such assets by Bindley Western Funding Corporation to
             a conduit financier for fair market value and with limited
             recourse, pursuant to the terms of the Transfer Agreements and
             Receivables Purchase Agreement, provided that such transfer
             qualifies as a sale under GAAP and that the amount of any related
             financing does not exceed an amount equal to Four Hundred Fifty
             Million and 00/100 Dollars ($450,000,000.00) less the maximum
             principal amount available under the Loans.

         (f) the contemplated sale or transfer by the Borrower of its remaining
             82.0% ownership in Priority Healthcare Corporation which is to
             occur on or before December 31, 1998.

         (g) the contemplated sale/leaseback transaction involving the
             Borrower's corporate offices located at 8909 Purdue Road,
             Indianapolis, Indiana 46268, provided that the net proceeds of
             such sale/leaseback transaction are applied to the outstanding
             principal balance of the Loans.

         7.05 Hazardous Materials. Permit or allow to continue the release or
threatened release of any Hazardous Materials on any premises owned or occupied
by or under lease to the Borrower or any Subsidiary.

         7.06 Guaranties; Loans; Advances; Investments. Be a guarantor or surety
of, or otherwise be responsible in any manner with respect to, any undertaking
of any other Person or entity, whether by guaranty agreement or by agreement to
purchase any obligations, stock, assets, goods, or services, or to supply or
advance any funds, assets, goods, or services, or otherwise, other than
obligations under transfers described in Section 7.04(e) hereof. The Borrower
shall not make or permit to exist any loans or advances to any other Person or
entity except for (a) loans and advances existing as of the Closing Date and
disclosed in writing to the Agent and the Banks, (b) extensions of credit or
credit or inventory accommodations to customers or vendors or other
pharmaceutical wholesalers made by the Borrower or any Subsidiary in the
ordinary course of its business as now conducted, (c) reasonable salary advances
to non-executive employees, and other advances to agents and employees for
anticipated expenses to be incurred on behalf of the Borrower or the Subsidiary
in the course of discharging their assigned duties, and (d) limited purpose
loans or advances to executive personnel of the Borrower to enable such persons
to exercise stock options for Borrower's capital stock pursuant to stock plans
previously provided to the Agent, which loans and advances shall not in the
aggregate exceed $7,500,000.00 in outstanding principal.

         7.07 Judgments. Except as previously disclosed in writing to the Agent
and the Banks, and existing as of the Closing Date, permit any uninsured
judgment or monetary penalty in an amount equal to or in excess of Ten Million
and No/100 Dollars ($10,000,000.00) rendered against it in any judicial or
administrative proceeding to remain unsatisfied for a period in excess of 45
days unless such judgment or penalty is being contested in good faith by
appropriate proceedings and execution upon such judgment has been stayed, and
unless an appropriate reserve has been established with respect thereto.


                                      -30-
<PAGE>   31


                                  ARTICLE VIII
                                EVENTS OF DEFAULT

         Notwithstanding any other provision herein or in any of the other Loan
Documents, the occurrence and continuation of any of the following events, at
the option of the Majority Banks, except as provided in Section 9.04(d), shall
terminate any obligations on the part of the Banks to make Advances, Competitive
Bid Advances or Swing Line Advances or to continue the Revolving Credit, the
Competitive Bid Facility or the Swing Line and, at the option of the Majority
Banks, shall cause all outstanding principal and accrued and unpaid interest and
all other sums outstanding under or in respect of this Agreement and the Notes
to be immediately due and payable, without notice of default, presentment or
demand for payment, protest or notice of nonpayment or dishonor, or other
notices or demands of any kind or character, except as hereinafter specified;
provided, however, that the occurrence of any events set forth in Sections 8.05
or 8.06 shall automatically terminate the Banks' Commitments and automatically
accelerate the amounts due hereunder and under the Notes, without notice of
default, presentment or demand for payment, protest or notice of nonpayment or
dishonor, or other notice or demands for payment of any kind or character:

         8.01 Nonpayment. The Borrower shall fail to pay within five (5) days of
when due any installment of principal or of interest or any other sum due under
this Agreement in accordance with the terms hereof or of any Note issued under
this Agreement or in any other Loan Document.

         8.02 Representation or Warranty. Any representation or warranty herein
or in any of the Loan Documents or any other agreement, instrument or
certificate executed pursuant hereto shall prove to have been false or
misleading in any material respect when made or when deemed to have been made.

         8.03 Other Defaults. Other than the covenants as set forth in Sections
6.09, 6.10 and 6.11 and Article VII hereof for which no notice or opportunity to
cure shall be permitted to the Borrower (a) the Borrower shall fail duly or
promptly to perform or observe any of the covenants, agreements or conditions
contained in this Agreement and such default shall continue unremedied for a
period of thirty (30) days after the earlier of (i) Borrower becomes aware of
such default, or (ii) written notice thereof is delivered to the Borrower from
the Agent, or (b) any Default or Event of Default shall have occurred under any
of the other Loan Documents and shall not have been cured within the applicable
grace or cure period, if any.

         8.04 Voluntary Bankruptcy. The Borrower shall generally fail to pay or
admit in writing its inability to pay its debts as they come due, or shall file
any petition or action for relief as to itself under any bankruptcy,
reorganization, insolvency or moratorium law, or any other similar law or laws
for the relief of, or relating to, debtors, or shall apply for or consent to a
receiver, trustee or custodian for it or a substantial portion of its property,
or shall make a general assignment for the benefit of creditors.

         8.05 Involuntary Bankruptcy. An involuntary petition shall be filed
under any bankruptcy or similar statute against the Borrower, or a custodian,
receiver, trustee, assignee for the benefit of creditors (or other similar
official) shall be appointed to take possession, custody or control of the
properties of the Borrower unless such petition or appointment is set aside or
withdrawn or ceases to be in effect within thirty (30) days from the date of
said filing or appointment.

         8.06 Cross Default. Any material breach or default shall have occurred
(after giving effect to any applicable cure period or waiver) under any other
agreement relating to Indebtedness or other material agreement under which the
Borrower or any of its Subsidiaries may be obligated in an amount in excess of
Ten Million and No/100 Dollars ($10,000,000.00) as borrower, guarantor, lessee
or other party if such default permits the holder or any trustee thereof to
cause the acceleration of such Indebtedness prior to the expressed maturity
thereof or the termination of any commitment to lend or permits a lessor or
other party to terminate the applicable lease or other agreement.



                                      -31-
<PAGE>   32

         8.07 ERISA. Any Plan of the Borrower shall be terminated within the
meaning of Title IV of ERISA except as permitted by Section 4044(d) of ERISA, or
a trustee shall be appointed by the appropriate United States District Court to
administer any Plan of the Borrower, or the PBGC shall institute proceedings to
terminate any Plan.

         8.08 Invalidity of Loan Documents. (a) The validity or effectiveness of
any of the Loan Documents by the party executing such Loan Document is impaired;
(b) any party executing any of the Loan Documents asserts that any of such Loan
Documents is not a legal, valid and binding obligation of the party thereto
enforceable in accordance with its terms; or (c) any Loan Document is amended,
hypothecated, subordinated, terminated or discharged, or if any person is
released from any of its covenants or obligations under any of the Loan
Documents except as permitted by Majority Banks in writing.

                                   ARTICLE IX
                                RELATION OF BANKS

         This Article IX specifies rights and obligations among and between the
Banks and the Agent. The Borrower acknowledges the existence of limitations in
the Agent's authority, but it shall be entitled to rely upon the authority of
the Agent as conferred by this Article IX and otherwise specified in this
Agreement.

         9.01 Appointment and Authorization. Each Bank hereby appoints the Agent
to act as its agent and representative in connection with the administration of
this Agreement and for such purpose irrevocably authorizes the Agent to take
such action and to exercise such rights, powers and discretion as are
specifically delegated to the Agent in this Agreement, together with all rights,
powers and discretion as are reasonably incidental thereto. The Borrower and
each Bank agrees that all notices, requests, demands and communication by the
Banks to the Borrower or by the Borrower to the Banks with respect to this
Agreement and the matters contemplated hereby, shall be made only through the
Agent as set forth herein. The Agent may perform any of its functions and duties
under this Agreement by or through agents or its directors, officers or
employees. In performing its functions and duties under this Agreement, the
Agent shall perform its duties as designated hereunder, but the Agent shall not
be deemed to have a fiduciary relationship in respect of, or other
responsibility to, any Bank or to have assumed any relationship of agency or
trust with or for the Borrower, William Bindley, or any of the Borrower's
Consolidated Subsidiaries. The Agent shall not be responsible to the Banks for
any recitals, statements, representations or warranties contained in this
Agreement or any other Loan Document, or received by any of them under this
Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any Loan Document or any
other document referred to or provided for herein or for any failure by the
Borrower to perform any of its obligations hereunder. The Agent may employ
agents and attorneys and shall not be responsible, except as to money or
securities received by it or its authorized agents, for the negligence or
misconduct of any such agents or attorneys selected by it with reasonable care.
Neither the Agent nor any of its directors, officers, employees or agents shall
be reliable or responsible for any action taken or omitted to be taken by it or
them hereunder or in connection herewith, except for its own or their own gross
negligence or willful misconduct.

         9.02 Pro Rata Sharing. Prior to the occurrence of a Default, except for
payments received by Agent regarding any Competitive Bid Advances and Swing Line
Advances, all payments of principal and interest on the Revolving Credit are to
be divided Pro Rata among the Banks. The fee payable pursuant to Section 2.07 is
to be divided among the Banks Pro Rata according to each Bank's respective
Commitment. All amounts to be disbursed pursuant to Section 9.06 shall be
advanced Pro Rata by the Banks. Following the occurrence and during the
continuation of a Default, all payments of principal and interest on the Loans
and fees payable pursuant to Section 2.07 are to be divided pro rata among the
Banks based upon each Bank's outstanding and unpaid balances of Advances,
Competitive Bid Advances and Swing Line Advances as of the date of a declaration
of a Default by the Majority Banks.


                                      -32-
<PAGE>   33

         9.03 (a) Setoff. In addition to, and without limitation of, any rights
of the Banks or the Agent under applicable law, if the Borrower becomes
insolvent, however evidenced, or any Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by
any Bank, the Agent or any Bank, the Agent or any Affiliate of any Bank or the
Agent to or for the credit or account of the Borrower may be offset and applied
toward the payment of the Obligations owing to such Bank or the Agent, whether
or not the Obligations, or any part thereof, shall then be due.

         (b) Sharing of Setoff. Any Bank which shall receive payment of or on
account of all or part of its share of the Loans, whether voluntary, involuntary
or through the exercise of any right of setoff, counterclaim, banker's lien,
secured claim under any bankruptcy statute or otherwise, in a greater proportion
than the proportionate amount of principal, interest and fees due it under this
Agreement shall purchase immediately prior to such payment participations in the
portions of the Loans held by the other Banks so that all recoveries of
principal, interest and fees shall be shared by the Banks in accordance with the
provisions as set forth in Section 9.02 hereof; except that this provision shall
not apply to any setoff for payment of standard fees for maintaining deposit
accounts. If all or any portion of such excess payment is thereafter recovered
from such Bank, such purchase shall be rescinded and the purchase price restored
to the extent of such recovery, but without interest (except to the extent such
Bank is required to pay interest). All sums received by a Bank through the
exercise of any right of setoff, counterclaim, banker's lien, secured claim
under any bankruptcy statute or otherwise shall be deemed to be first applied to
such Bank's portion of the Indebtedness under this Agreement until payment
thereof in full and any balance remaining thereafter shall be utilized to
purchase participations in the portions of the Loans held by the other Banks so
that all recoveries of principal, interest and fees shall be shared by the Banks
in accordance with the provisions as set forth in Section 9.02 hereof, subject
to the same limitations and protections as set forth above, and any remaining
balance, if any, of such amounts received by a Bank following unconditional
repayment in full of the Loans may then be applied to any other Indebtedness of
the Borrower to such Bank, which Indebtedness does not constitute Loans and is
outside the scope of or not contemplated by this Agreement.

         9.04 Approvals. Except as provided in this Section 9.04, upon any
occasion requiring or permitting an approval, consent, election or other action
on the part of the Banks, action shall be taken by the Agent for, on behalf of,
and for the benefit of, all Banks upon the direction of the Majority Banks, and
any such action shall be binding on all Banks. However, unless all Banks agree
in writing, no amendment, modification, consent or waiver shall be effective
which:

         (a) increases the amount of the Loans/Aggregate Commitment or changes
             the Commitment of any Bank,

         (b) reduces the amount of interest, principal or fees owing hereunder
             or under the Notes,

         (c) extends the fixed date on which any sum is due hereunder or under
             the Notes or extends the Termination Date,

         (d) waives an Event of Default arising from a failure to pay principal
             of or interest on an Advance, a Competitive Bid Advance or a Swing
             Line Advance,

         (e) changes the provisions of this Section 9.04,



                                      -33-
<PAGE>   34

         (f) waives any material condition specified in Article IV,

         (g) amends the definition of Majority Banks,

         (h) affects the rights, duties or obligations of the Agent, or

         (i) amends the provisions of Article VIII.

         9.05 Exculpation. The Agent shall not be liable or answerable for
anything whatsoever in connection with this Agreement or any instrument or
agreement required hereunder, including responsibility with respect to the
execution, construction or enforcement of this Agreement or any such instrument
or agreement, except for its willful misconduct or gross negligence, and the
Agent shall have no duties or obligations other than as provided herein and
therein. The Agent shall be entitled to rely on any opinion of counsel
(including counsel for the Borrower) in relation to this Agreement and any
instrument or agreement required hereunder, and upon statements and
communications received from the Borrower, or from any other Person, believed by
it to be authentic, and shall not be liable for any action taken or omitted in
good faith on such reliance.

         9.06 Indemnification. Each Bank agrees to indemnify the Agent to the
extent not reimbursed by the Borrower, ratably according to its Pro Rata
interest in the Revolving Credit (or, if there are no outstandings hereunder, in
the Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of this
Agreement or any instrument or agreement required hereunder or any action taken
or omitted by the Agent in such role under this Agreement or any such instrument
or agreement; provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever resulting from
the Agent's willful misconduct or gross negligence.

         9.07 The Agent as Bank. The Agent shall have the same rights and powers
hereunder as any other Bank and may exercise the same as though it were not the
Agent; and the term "Banks" shall include the Agent in its individual capacity.
The Agent and its subsidiaries and Affiliates may accept deposits from, lend
money to, engage in any kind of banking, trust or other business with, the
Borrower or any of its Subsidiaries of Affiliates as if it were not the Agent.

         9.08 Notice of Transfer. The Agent and the Borrower may deem and treat
a Bank which is a party to this Agreement as the owner of such Bank's Note or
Notes for all purposes hereof unless and until a written notice of the
assignment or transfer thereof (if any is permitted) executed by such Bank shall
have been received by the Agent and the Borrower.

         9.09 Credit Decision. Each Bank represents that it has made and agrees
that it shall continue to make its own independent investigation of the
financial condition and affairs of the Borrower and its own appraisal of the
creditworthiness of the Borrower in connection with the making and the
continuance of the Advances. The Agent has no duty or responsibility, either
initially or on a continuing basis, to provide any Bank with any credit or other
information (other than obtained pursuant to this Agreement) with respect
thereto, whether coming into its possession before the date hereof or at any
time thereafter, unless furnished to the Agent by the Borrower for delivery to
the Banks, or obtained pursuant to this Agreement. The Agent shall promptly
provide the Banks with copies of all notices required by the Agreement to be
provided to the Agent by the Borrower or provided to the Borrower by the Agent.



                                      -34-
<PAGE>   35

         9.10 Resignation of the Agent. The Agent may resign at any time by
giving written notice to the Banks and the Borrower. Upon any such resignation,
the Majority Banks with the prior written consent of the Borrower, which consent
of the Borrower shall not be necessary if an Event of Default has occurred and
is continuing at such time, which shall not be unreasonably withheld, shall have
the right to appoint a successor from among the Banks. If no successor shall
have accepted such appointment within forty-five (45) days after the retiring
Agent's giving of notice of resignation, the retiring Agent may, on behalf of
the Banks, appoint a successor thereto with the prior written consent of the
Borrower, which consent shall not be necessary if an Event of Default has
occurred and is continuing at such time, which shall not be unreasonably
withheld, and such successor Agent shall be a bank or trust Borrower organized
under the laws of the United States or any state thereof having a combined
capital and surplus (or owned by a holding Borrower having a combined capital
and surplus) of at least $2,000,000,000.00. Upon the acceptance by such
successor of its appointment hereunder, such successor shall succeed to and
become vested with all the rights and obligations of the retiring Agent, and the
retiring Agent shall be discharged from its obligations under this Agreement
except with respect to any liability with respect to a breach of any obligation
hereunder prior to such resignation. The provisions of this Article shall inure
to the benefit of the retiring Agent as to any actions taken or omitted to be
taken by it while it held such position under this Agreement.

         9.11 Reliance by Agent. The Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, telex, telegram, cable or telecopy) received by it in connection with
this Agreement believed by it to be genuine and correct and to have been signed
or sent by or on behalf of the proper person or persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by Agent. As to any matters not expressly provided for by this Agreement, Agent
shall in all cases be fully protected from liability in acting, or in refraining
from acting, hereunder in accordance with instructions signed by the Majority
Banks, and any action taken or failure to act pursuant thereto shall be binding
upon all of the Banks.

         9.12 Delegation to Affiliates. Notwithstanding the provisions of
Section 9.10 hereof, the Borrower and the Banks agree that the Agent may
delegate any of its duties under this Agreement to any of its Affiliates. Any
such Affiliate (and such Affiliates's directors, officers, agents and employees)
which performs duties in connection with this Agreement shall be entitled to the
same benefits and protections inuring to the benefit of the Agent pursuant to
this Agreement.

                                    ARTICLE X
                                  MISCELLANEOUS

         10.01 Notices. Any communications between the parties hereto or notices
or requests provided herein to be given may be given by mailing the same, first
class postage prepaid, by overnight delivery, by courier or messenger service,
or by telex or electronic transmission, to each party at its address set forth
on the signature pages thereto (with a copy to each address indicated for
notices), or to such other address as any party may in writing hereafter
indicate to the Borrower and the Agent, and which the Agent shall forward to the
other Banks upon receipt thereof by the Agent. Notices shall be effective on the
date sent by electronic transmission and telex and three (3) Banking Days after
the date sent by U.S. mail.

         10.02 Successors and Assigns. This Agreement shall bind and inure to
the benefit of the parties hereto and their respective permitted successors and
assigns; provided, however, that Borrower shall not assign this Agreement or any
of its rights hereunder without the prior written consent of each Bank.

         10.03 Banks' Obligations Several. The obligations of each Bank under
this Agreement are several. Neither the Agent nor any Bank shall be liable for
the failure of any other Bank to perform its obligations under 



                                      -35-
<PAGE>   36

this Agreement. The failure of any Bank to make all or any part of the proceeds
of any Advance, Competitive Bid Advance or Swing Line Advance available to the
Agent for the benefit of Borrower pursuant to this Agreement shall not relieve
any other Bank from the performance of its obligations under this Agreement.

         10.04 Participations and Assignments. No Bank may participate, sell,
transfer or assign all or any portion of its rights and obligations under this
Agreement without the prior written consent of the Borrower and the Agent, which
consent shall not be unreasonably withheld, provided that the Borrower's prior
written consent shall not be required (a) for participations, sales, transfers
or assignments by any Bank to an Affiliate of such Bank or (b) following the
occurrence and during the continuation of any Default and provided further that
any such participation, sale, transfer or assignment shall be in an amount not
less than $5,000,000.00, except that any Bank may sell a participation interest
in its Advances to any Person so long as the Bank continues to be the sole
financial institution sending billing or other notices to the Borrower and
entitled to receipt of notices hereunder from the Borrower, the Agent or any of
the Banks, or calling upon the Borrower, the Agent or any of the Banks to
discuss this Agreement, the Commitments or any Advance. A Person purchasing such
a participation shall have all rights of a Bank pursuant to this Agreement
(except as set forth in the immediately preceding sentence and except with
respect to Section 9.04) and a Bank may provide such participant with credit
information received by such Bank from the Borrower or from Agent or which is
otherwise publicly available. The Borrower agrees that any participant permitted
or consented to under this Section 10.04 shall at any time during the pendency
of an Event of Default have the right to set off obligations owed to such
participant and not paid when due against any accounts or other assets of the
Borrower held by, on deposit with or in the possession of such participant. In
connection with any assignment of a Bank's interest under this Agreement which
is not a participation interest, or which would require any modification to the
Loan Documents, the Agent will be entitled to receive an administrative fee of
$3,500.00 from the assigning Bank in connection with such assignment, and the
assigning Bank or its assignee will be responsible for any additional costs,
including reasonable attorneys fees associated with any modification of the Loan
Documents.

         10.05 Delays, Waivers and Amendments. No delay or omission by the Agent
or the Banks to exercise any right under this Agreement shall impair any such
right, nor shall it be construed to be a waiver thereof. No waiver of any single
breach or default under this Agreement shall be deemed a waiver of any other
breach or default. Any waiver, modification, amendment, consent or approval
relating to this Agreement or the Notes must be in writing to be effective and
must be signed by or on behalf of the Majority Banks or all the Banks as the
case may be, as provided in Section 9.04.

         10.06 Costs and Expenses. The Borrower agrees to pay on demand to the
Agent and to each Bank all costs and expenses incurred by the Agent and each
Bank including, without limitation, reasonable attorneys' and consultants' fees
(a) in connection with the enforcement of this Agreement or any instrument or
agreement required hereunder or in connection with any proposed refinancing or
restructuring of the credit provided in this Agreement in the nature of a
"work-out" and (b) for all filing fees, stamp, registration and other duties and
imposts to which this Agreement and any instrument or agreement required
hereunder may be subject. The Borrower agrees to pay or to reimburse the Agent
upon demand for its reasonable attorneys' fees and other expenses incurred in
connection with the preparation, drafting and negotiation of any amendments,
consents, or waivers hereto. The Borrower shall indemnify the Agent and each
Bank against any and all liabilities and penalties resulting from any delay in
payment, or failure to pay, and such duties and imposts upon written notice from
the Agent that such amounts have been assessed.

         10.07 Entire Agreement. This Agreement and any agreement, document or
instrument attached hereto or referred to herein integrate all of the terms and
conditions mentioned herein or incidental hereto, and supersede all oral
negotiations and prior writings in respect to the subject matter hereof. In the
event of any conflict between 



                                     -36-
<PAGE>   37

the terms, conditions and provisions of this Agreement and any such agreement,
document or instrument, the terms, conditions and provisions of this Agreement
shall prevail.

         10.08 Governing Law. This Agreement and all other Loan Documents
executed in connection herewith shall be governed by and construed in accordance
with the laws of the State of Indiana without reference to conflicts of laws and
principals thereunder.

         10.09 Waivers. Each of the Borrower, the Agent, and the Banks hereby
(a) irrevocably waives, to the maximum extent not prohibited by law, any right
it may have to claim or recover in any such litigation any special, exemplary,
punitive or consequential damages, or damages other than, or in addition to,
actual damages, provided, however, that the foregoing shall not apply to any
transaction subject to the Texas Deceptive Trade Practice Act or governed by
Chapter 6, 6A or 7 of the Texas Consumer Credit Code; (b) certifies that none of
the Agent or the Banks, nor any representative, Agent or counsel for the Agent
or the Banks has represented, expressly or otherwise, or implied, that it would
not, in the event of litigation, seek to enforce the foregoing waivers; and (c)
acknowledges that it has been induced to enter into this Agreement, the other
Loan Documents and the transactions contemplated hereby and thereby by, among
other things, the mutual waivers and certifications contained in this section.

         10.10 Section Headings. Section headings are for reference only, and
shall not affect the interpretation or meanings of any provision of this
Agreement.

         10.11 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any Instrument or agreement required hereunder.

         10.12 Indemnity. The Borrower hereby agrees to indemnify, protect and
hold harmless the Agent, the Banks and their respective officers directors,
agents, employees, attorneys and shareholders from and against all costs and all
actions, claims (whether made or threatened), suits, liabilities, damages and
losses incurred by or imposed on the Agent, the Banks or any such officer,
director, agent, employee, attorney or shareholder in connection with or as a
result of the execution, delivery and performance of this Agreement and the use
of proceeds hereunder, provided, however, that such indemnity shall not apply to
any action by the Borrower against the Banks or any of them; and provided,
further, that the foregoing provision shall not be deemed to limit the
provisions of Section 10.06 hereof. Notwithstanding anything to the contrary in
this Section 10.12, the Borrower shall not be obligated to indemnify any such
Person for any losses, claims, damages, liabilities and expenses incurred by
such Person which have finally been determined to have resulted from gross
negligence or willful misconduct on the part of such Person. Without limiting
the generality of the foregoing, such indemnity shall extend to any and all
costs and expenses whatsoever incurred by the Banks, their officers, directors,
agents, employees, attorneys and shareholders (including, without limitation,
the reasonable cost of counsel, whether staff or otherwise and whether allocated
or out-of-pocket) in connection with investigating, preparing for or defending
against or providing evidence, producing documents or taking any action with
respect to any such action, claim (whether made or threatened and whether or not
such Bank or other indemnified person is a party to such action or claim), suit,
liability, damage or loss whether or not resulting in any liability. Each Bank
may select its own legal counsel in connection with any matters indemnified
against hereunder. This indemnity shall survive the execution, delivery and
consummation of the transactions contemplated by this Agreement. The Borrower's
obligation under this indemnity is absolute and unconditional, enforceable
against it whether or not any Advances, Competitive Bid Advances or Swing Line
Advances are ever made hereunder of any conditions of lending are ever met and
without regard to any act, omission, breach, knowledge, or event by,
attributable to, or in any manner involving any of the Banks. Payment by
Borrower in respect to a claim made by the Agent or any Bank pursuant to this
Section shall be made within fifteen (15) days after demand therefor. If and to
the extent that the foregoing undertaking may be unenforceable for any reason,
Borrower hereby agrees to make the maximum 



                                      -37-
<PAGE>   38

contribution to the payment and satisfaction of each of the foregoing amounts
which is permissible under applicable law.

         10.13 Supersedure. Upon the execution and delivery of this Agreement by
all parties hereto, this Agreement shall supersede, replace and terminate the
Original Agreement and the Other Agreement.

         10.14 Counterparts. This Agreement may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original, but all such counterparts shall constitute but one and
the same agreement.

         10.15 JURY WAIVER. BORROWER AND BANKS HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED UPON A CONTRACT, TORT OR OTHERWISE) BETWEEN
BORROWER AND BANKS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN BANKS AND BORROWER. THIS
PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED
HEREIN OR IN OTHER LOAN DOCUMENTS.

         10.16 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL COURT OR INDIANA
COURT SITTING IN INDIANAPOLIS, INDIANA IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
LIMIT THE RIGHT OF THE AGENT OR ANY BANK TO BRING PROCEEDINGS AGAINST THE
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE AGENT OR ANY BANK, OR ANY AFFILIATE OF THE AGENT OR ANY
BANK INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN INDIANAPOLIS, INDIANA.



       *******************************************************************



                                      -38-
<PAGE>   39

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the date and year first above written.

                                        BINDLEY WESTERN INDUSTRIES, INC.



                                        By:
                                           -------------------------------------
                                           Thomas J. Salentine, 
                                           Executive Vice President


                                        Address: 8909 Purdue Road
                                                 Indianapolis, Indiana  46268
                                                 Attn:  Thomas J. Salentine
                                                 Telephone: (317) 704-4000
                                                 Fax:       (317) 704-4603


                                        NATIONSBANK, N.A.



                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Address: 700 Louisiana Street, 8th Floor
                                                 Houston, Texas  77002
                                                 Attn:  Larry Gordon
                                                 Telephone: (713) 247-6619
                                                 Fax:       (713) 247-6719


                                        KEYBANK NATIONAL ASSOCIATION


                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Address: 127 Public Square
                                                 Cleveland, Ohio  44114
                                                 Attn:  Frank J. Jancar
                                                 Telephone: (216) 689-4442
                                                 Fax:       (216) 689-4981



                                      -39-
<PAGE>   40



                                        SUNTRUST BANK, CENTRAL FLORIDA, N.A.




                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Address: P.O. Box 3833
                                                 200 South Orange Avenue
                                                 Orlando, Florida  32801
                                                 Attn:  Christopher A. Black
                                                 Telephone: (407) 237-2467
                                                 Fax:       (407) 237-6894


                                        NATIONAL CITY BANK OF INDIANA



 
                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Address: One National City Center,
                                                 Suite 200E
                                                 Indianapolis, Indiana  46255
                                                 Attn:  William E. Kennedy
                                                 Telephone:  (317) 267-7066
                                                 Fax:        (317) 267-6249


                                        FIFTH THIRD BANK, INDIANA



                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Address: 251 North Illinois Street
                                                 Suite 1000
                                                 Indianapolis, Indiana  46204
                                                 Attn:  Jonathan O. Speers
                                                 Telephone:  (317) 383-2424
                                                 Fax:        (317) 383-2320




                                      -40-
<PAGE>   41
        
        
        
                                    THE NORTHERN TRUST COMPANY
        
        
                                    By:
                                       -------------------------------------
        
                                    Title:
                                          ----------------------------------
        
                                    Address: 50 South LaSalle Street
                                             Floor B-2
                                             Chicago, Illinois  60675
                                             Attn:  Candalario Martinez
                                             Telephone: (312) 557-2816
                                             Fax:       (312) 444-7028
        
        
                                    NBD BANK, N.A.
        
        
        
                                    By:
                                       -------------------------------------
        
                                    Title:
                                          ----------------------------------
        
                                    Address: One Indiana Square
                                             13th Floor
                                             Indianapolis, Indiana  46266
                                             Attn:  Scott A. Dvornik
                                             Telephone: (317) 266-4070
                                             Fax:       (317) 266-6042
        
        
        
                                    BANK ONE, INDIANA, NA, as Agent
        
        
                                    By:
                                       -------------------------------------
        
                                    Title:
                                          ----------------------------------
        
                                    Address: 111 Monument Circle, Suite 1921
                                             P.O. Box 7700
                                             Indianapolis, Indiana  46277-0119
                                             Attn:  Steven J. Krakoski
                                             Telephone:       (317) 321-8354
                                             Fax:             (317) 592-5269
        
        
        
                                      -41-




<PAGE>   42


Exhibits:
A                          -             Competitive Bid
B                          -             Competitive Bid Request from Borrower
C                          -             Competitive Bid Request from Agent
D-1 - D-7                  -             Competitive Loan Notes
E-1 - E-7                  -             Revolving Notes
F                          -             Swing Line Note
G                          -             Compliance Certificate
Schedule 1                 -             List of Borrower's Subsidiaries



                                      -42-
<PAGE>   43
                                    EXHIBIT A

                             FORM OF COMPETITIVE BID

Bank One, Indiana, NA, as Agent
111 Monument Circle, Suite 1921
P.O. Box 7700
Indianapolis, Indiana  46277-0119

Attention:

Dear Sirs:

         The undersigned, __________________________, refers to the Third
Amended and Restated Credit Agreement dated effective as of December 28, 1998
(the "Credit Agreement"), among Bindley Western Industries, Inc. (the
"Borrower"), the Banks named therein, and Bank One, Indiana, NA, as Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. The undersigned hereby
makes a Competitive Bid pursuant to Section 2.04(b) of the Credit Agreement, in
response to the Competitive Bid Request made by the Borrower on
____________________, 19__, and in that connection sets forth below the terms on
which such Competitive Bid is made:


             (A)      Principal Amount (1)             
                                                       -------------------------
             (B)      Competitive Bid Rate             
                                                       -------------------------
             (C)      Competitive Bid Interest Period
                      and Last Day Thereof             
                                                       -------------------------
             (D)      Date of Competitive Borrowing    
                                                       -------------------------

         The undersigned hereby confirms that it is prepared to extend credit to
the Borrower upon acceptance by the Borrower of this bid in accordance with
Section 2.04(d) of the Credit Agreement.

                                            Very truly yours,

                                            [NAME OF BANK]


                                            By:
                                               ---------------------------------

                                               ---------------------------------
                                                   (printed name and title)
--------------------------

(1)      Not less than $10,000,000.00 or greater than the available Commitment
   for the Bank and in integral multiples of $1,000,000.00. Multiple bids will
   be accepted by the Agent. Specify aggregate limitation if the sum of the
   individual offers exceeds the amount the Bank is willing to lend.


                                      -43-
<PAGE>   44




                                    EXHIBIT B

                         FORM OF COMPETITIVE BID REQUEST


Bank One, Indiana, NA, as Agent
111 Monument Circle, Suite 1921
P.O. Box 7700
Indianapolis, Indiana  46277-0119

Attention:_______________________

Dear Sirs:

         The undersigned, Bindley Western Industries, Inc. (the "Borrower")
refers to the Third Amended and Restated Credit Agreement dated effective as of
December 28, 1998 (the "Credit Agreement") among the Borrower, the Banks named
therein, and Bank One, Indiana, NA, as Agent. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement. The Borrower hereby gives you notice pursuant to Section
2.04(a) of the Credit Agreement that it requests a Competitive Bid Advance under
the Credit Agreement, and, in that connection, sets forth below the terms on
which such Competitive Borrowing is requested to be made:

         (A)      Date of Competitive Borrowing  
                  (which is a Banking Day)
                                               ---------------------------------

         (B)      Principal Amount of Competitive
                  Bid Advance (1)
                                               ---------------------------------

         (C)      Competitive Bid Interest Period
                  and the last day thereof (2)
                                               ---------------------------------

         Upon acceptance of any or all of the Competitive Bids offered by the
Banks in response to this request, the Borrower shall be deemed to have
represented and warranted that the conditions to lending specified in Sections
4.01 and 2.04 of the Credit Agreement have been satisfied.

                                               Very truly yours,

                                               BINDLEY WESTERN INDUSTRIES, INC.


                                               By:
                                                  ------------------------------
                                                    (printed name and title)
------------------------------

(1)      Not less than $10,000,000.00 or greater than the Aggregate Commitment 
   and in integral multiples of $1,000,000.00.

(2)      Which shall end not later than the Termination Date.





                                      -44-
<PAGE>   45


                                    EXHIBIT C

                    FORM OF NOTICE OF COMPETITIVE BID REQUEST


---------------------------

---------------------------

---------------------------
     (Name of Bank)

Attention:
          ----------------------

Dear Sirs:

         Reference is made to the Third Amended and Restated Credit Agreement
dated effective as of December 28, 1998 (the "Credit Agreement") among Bindley
Western Industries, Inc. (the "Borrower"), the Banks named therein, and Bank
One, Indiana, NA, as Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement. The Borrower made a Competitive Bid Request on
___________________________, 199___ pursuant to Section 2.04(a) of the Credit
Agreement, and in that connection you are invited to submit a Competitive Bid by
_________________________. Your Competitive Bid must comply with Section 2.04(b)
of the Credit Agreement and the terms set forth below on which the Competitive
Bid Request was made:

         (A)      Date of Competitive Borrowing              
                                                    ----------------------------
         (B)      Principal amount of Competitive
                  Bid Advance                        
                                                    ----------------------------
         (C)      Competitive Bid Interest Rate     
                                                    ----------------------------

         (D)      Competitive Bid Interest Period
                  and the last day thereof
                                                    ----------------------------
                                          

                                            Very truly yours,

                                            BANK ONE, INDIANA, NA, as Agent



                                            By:
                                               ---------------------------------

                                               ---------------------------------
                                                   (printed name and title)




                                      -45-
<PAGE>   46

                                  EXHIBIT D-1


                                 PROMISSORY NOTE
                           (Competitive Bid Facility)

$_______________                                    Indianapolis, Indiana
                                                    Dated:  December 28, 1998
                                                    Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of NBD BANK,
N.A. (the "Bank") the principal sum of $______________ or so much of such
Competitive Bid Advance as may be disbursed by the Bank under the terms of the
Credit Agreement described below and remaining outstanding and unpaid, and to
pay interest on the unpaid principal balance of such Competitive Bid Advance
outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Competitive Bid Facility")
incurred or to be incurred by the Maker under a credit facility extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Competitive Bid Facility outstanding from time to
time shall be determined by reference to the books and records of the Bank on
which all Advances under the Competitive Bid Facility and all payments by the
Maker on account of the Competitive Bid Facility shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

         The terms "Competitive Bid Advance," "Maturity Date," and "Banking Day"
are used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of this Note outstanding from
time to time prior to and after the Maturity Date for such Competitive Bid
Advance will accrue at the rate or rates provided in the Credit Agreement. Prior
to the Maturity Date for such Competitive Bid Advance, accrued interest on the
outstanding principal balance of this Note shall be due and payable on such
dates as set forth in the Credit Agreement and on the Maturity Date for such
Competitive Bid Advance. After the Maturity Date for such Competitive Bid
Advance, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -46-
<PAGE>   47




         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the Maturity Date for such
Competitive Bid Advance as evidenced by this Note. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of the
Competitive Bid Advance evidenced by this Note upon the happening of Events of
Default as defined therein. All payments made by the Maker hereunder shall be
made for the account of the Bank at the office of Bank One, Indiana, NA located
at 111 Monument Circle, P. O. Box 7700, Indianapolis, Indiana 46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                                BINDLEY WESTERN INDUSTRIES, INC.



                                                By: 
                                                   -----------------------------
                                                           Vice President



                                      -47-
<PAGE>   48



                                   EXHIBIT D-2


                                 PROMISSORY NOTE
                           (Competitive Bid Facility)

$_______________                                   Indianapolis, Indiana
                                                   Dated:  December 28, 1998
                                                   Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of NATIONSBANK,
N.A. (the "Bank") the principal sum of $______________ or so much of such
Competitive Bid Advance as may be disbursed by the Bank under the terms of the
Credit Agreement described below and remaining outstanding and unpaid, and to
pay interest on the unpaid principal balance of such Competitive Bid Advance
outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Competitive Bid Facility")
incurred or to be incurred by the Maker under a credit facility extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Competitive Bid Facility outstanding from time to
time shall be determined by reference to the books and records of the Bank on
which all Advances under the Competitive Bid Facility and all payments by the
Maker on account of the Competitive Bid Facility shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

         The terms "Competitive Bid Advance," "Maturity Date," and "Banking Day"
are used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of this Note outstanding from
time to time prior to and after the Maturity Date for such Competitive Bid
Advance will accrue at the rate or rates provided in the Credit Agreement. Prior
to the Maturity Date for such Competitive Bid Advance, accrued interest on the
outstanding principal balance of this Note shall be due and payable on such
dates as set forth in the Credit Agreement and on the Maturity Date for such
Competitive Bid Advance. After the Maturity Date for such Competitive Bid
Advance, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.


                                      -48-
<PAGE>   49



         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the Maturity Date for such
Competitive Bid Advance as evidenced by this Note. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of the
Competitive Bid Advance evidenced by this Note upon the happening of Events of
Default as defined therein. All payments made by the Maker hereunder shall be
made for the account of the Bank at the office of Bank One, Indiana, NA located
at 111 Monument Circle, P. O. Box 7700, Indianapolis, Indiana 46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                          BINDLEY WESTERN INDUSTRIES, INC.



                                           By:
                                             -----------------------------------
                                                       Vice President



                                      -49-
<PAGE>   50



                                  EXHIBIT D-3


                                 PROMISSORY NOTE
                           (Competitive Bid Facility)

$_______________                                   Indianapolis, Indiana
                                                   Dated:  December 28, 1998
                                                   Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of KEYBANK
NATIONAL ASSOCIATION, N.A. (the "Bank") the principal sum of $______________ or
so much of such Competitive Bid Advance as may be disbursed by the Bank under
the terms of the Credit Agreement described below and remaining outstanding and
unpaid, and to pay interest on the unpaid principal balance of such Competitive
Bid Advance outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Competitive Bid Facility")
incurred or to be incurred by the Maker under a credit facility extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Competitive Bid Facility outstanding from time to
time shall be determined by reference to the books and records of the Bank on
which all Advances under the Competitive Bid Facility and all payments by the
Maker on account of the Competitive Bid Facility shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

         The terms "Competitive Bid Advance," "Maturity Date," and "Banking Day"
are used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of this Note outstanding from
time to time prior to and after the Maturity Date for such Competitive Bid
Advance will accrue at the rate or rates provided in the Credit Agreement. Prior
to the Maturity Date for such Competitive Bid Advance, accrued interest on the
outstanding principal balance of this Note shall be due and payable on such
dates as set forth in the Credit Agreement and on the Maturity Date for such
Competitive Bid Advance. After the Maturity Date for such Competitive Bid
Advance, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.

                                      -50-
<PAGE>   51

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the Maturity Date for such
Competitive Bid Advance as evidenced by this Note. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of the
Competitive Bid Advance evidenced by this Note upon the happening of Events of
Default as defined therein. All payments made by the Maker hereunder shall be
made for the account of the Bank at the office of Bank One, Indiana, NA located
at 111 Monument Circle, P. O. Box 7700, Indianapolis, Indiana 46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                              BINDLEY WESTERN INDUSTRIES, INC.



                                              By:                               
                                                 -------------------------------
                                                         Vice President



                                      -51-
<PAGE>   52



                                  EXHIBIT D-4


                                 PROMISSORY NOTE
                           (Competitive Bid Facility)

$_______________                                  Indianapolis, Indiana
                                                  Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of SUNTRUST
BANK, CENTRAL FLORIDA, N.A. (the "Bank") the principal sum of $______________ or
so much of such Competitive Bid Advance as may be disbursed by the Bank under
the terms of the Credit Agreement described below and remaining outstanding and
unpaid, and to pay interest on the unpaid principal balance of such Competitive
Bid Advance outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Competitive Bid Facility")
incurred or to be incurred by the Maker under a credit facility extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Competitive Bid Facility outstanding from time to
time shall be determined by reference to the books and records of the Bank on
which all Advances under the Competitive Bid Facility and all payments by the
Maker on account of the Competitive Bid Facility shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

         The terms "Competitive Bid Advance," "Maturity Date," and "Banking Day"
are used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of this Note outstanding from
time to time prior to and after the Maturity Date for such Competitive Bid
Advance will accrue at the rate or rates provided in the Credit Agreement. Prior
to the Maturity Date for such Competitive Bid Advance, accrued interest on the
outstanding principal balance of this Note shall be due and payable on such
dates as set forth in the Credit Agreement and on the Maturity Date for such
Competitive Bid Advance. After the Maturity Date for such Competitive Bid
Advance, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -52-
<PAGE>   53



         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the Maturity Date for such
Competitive Bid Advance as evidenced by this Note. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of the
Competitive Bid Advance evidenced by this Note upon the happening of Events of
Default as defined therein. All payments made by the Maker hereunder shall be
made for the account of the Bank at the office of Bank One, Indiana, NA located
at 111 Monument Circle, P. O. Box 7700, Indianapolis, Indiana 46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                   -----------------------------
                                                          Vice President


                                      -53-
<PAGE>   54



                                  EXHIBIT D-5


                                 PROMISSORY NOTE
                           (Competitive Bid Facility)

$_______________                                  Indianapolis, Indiana
                                                  Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of NATIONAL CITY
BANK OF INDIANA (the "Bank") the principal sum of $______________ or so much of
such Competitive Bid Advance as may be disbursed by the Bank under the terms of
the Credit Agreement described below and remaining outstanding and unpaid, and
to pay interest on the unpaid principal balance of such Competitive Bid Advance
outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Competitive Bid Facility")
incurred or to be incurred by the Maker under a credit facility extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Competitive Bid Facility outstanding from time to
time shall be determined by reference to the books and records of the Bank on
which all Advances under the Competitive Bid Facility and all payments by the
Maker on account of the Competitive Bid Facility shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

         The terms "Competitive Bid Advance," "Maturity Date," and "Banking Day"
are used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of this Note outstanding from
time to time prior to and after the Maturity Date for such Competitive Bid
Advance will accrue at the rate or rates provided in the Credit Agreement. Prior
to the Maturity Date for such Competitive Bid Advance, accrued interest on the
outstanding principal balance of this Note shall be due and payable on such
dates as set forth in the Credit Agreement and on the Maturity Date for such
Competitive Bid Advance. After the Maturity Date for such Competitive Bid
Advance, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.

                                      -54-
<PAGE>   55

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the Maturity Date for such
Competitive Bid Advance as evidenced by this Note. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of the
Competitive Bid Advance evidenced by this Note upon the happening of Events of
Default as defined therein. All payments made by the Maker hereunder shall be
made for the account of the Bank at the office of Bank One, Indiana, NA located
at 111 Monument Circle, P. O. Box 7700, Indianapolis, Indiana 46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                          Vice President



                                      -55-
<PAGE>   56



                                  EXHIBIT D-6


                                 PROMISSORY NOTE
                           (Competitive Bid Facility)

$_______________                                  Indianapolis, Indiana
                                                  Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of FIFTH THIRD
BANK, INDIANA (the "Bank") the principal sum of $______________ or so much of
such Competitive Bid Advance as may be disbursed by the Bank under the terms of
the Credit Agreement described below and remaining outstanding and unpaid, and
to pay interest on the unpaid principal balance of such Competitive Bid Advance
outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Competitive Bid Facility")
incurred or to be incurred by the Maker under a credit facility extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Competitive Bid Facility outstanding from time to
time shall be determined by reference to the books and records of the Bank on
which all Advances under the Competitive Bid Facility and all payments by the
Maker on account of the Competitive Bid Facility shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

         The terms "Competitive Bid Advance," "Maturity Date," and "Banking Day"
are used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of this Note outstanding from
time to time prior to and after the Maturity Date for such Competitive Bid
Advance will accrue at the rate or rates provided in the Credit Agreement. Prior
to the Maturity Date for such Competitive Bid Advance, accrued interest on the
outstanding principal balance of this Note shall be due and payable on such
dates as set forth in the Credit Agreement and on the Maturity Date for such
Competitive Bid Advance. After the Maturity Date for such Competitive Bid
Advance, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -56-
<PAGE>   57

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the Maturity Date for such
Competitive Bid Advance as evidenced by this Note. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of the
Competitive Bid Advance evidenced by this Note upon the happening of Events of
Default as defined therein. All payments made by the Maker hereunder shall be
made for the account of the Bank at the office of Bank One, Indiana, NA located
at 111 Monument Circle, P. O. Box 7700, Indianapolis, Indiana 46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                      Vice President



                                      -57-
<PAGE>   58



                                  EXHIBIT D-7


                                 PROMISSORY NOTE
                           (Competitive Bid Facility)

$_______________                                  Indianapolis, Indiana
                                                  Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of THE NORTHERN
TRUST COMPANY (the "Bank") the principal sum of $______________ or so much of
such Competitive Bid Advance as may be disbursed by the Bank under the terms of
the Credit Agreement described below and remaining outstanding and unpaid, and
to pay interest on the unpaid principal balance of such Competitive Bid Advance
outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Competitive Bid Facility")
incurred or to be incurred by the Maker under a credit facility extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Competitive Bid Facility outstanding from time to
time shall be determined by reference to the books and records of the Bank on
which all Advances under the Competitive Bid Facility and all payments by the
Maker on account of the Competitive Bid Facility shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

         The terms "Competitive Bid Advance," "Maturity Date," and "Banking Day"
are used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of this Note outstanding from
time to time prior to and after the Maturity Date for such Competitive Bid
Advance will accrue at the rate or rates provided in the Credit Agreement. Prior
to the Maturity Date for such Competitive Bid Advance, accrued interest on the
outstanding principal balance of this Note shall be due and payable on such
dates as set forth in the Credit Agreement and on the Maturity Date for such
Competitive Bid Advance. After the Maturity Date for such Competitive Bid
Advance, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -58-
<PAGE>   59

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the Maturity Date for such
Competitive Bid Advance as evidenced by this Note. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of the
Competitive Bid Advance evidenced by this Note upon the happening of Events of
Default as defined therein. All payments made by the Maker hereunder shall be
made for the account of the Bank at the office of Bank One, Indiana, NA located
at 111 Monument Circle, P. O. Box 7700, Indianapolis, Indiana 46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By: 
                                                  ------------------------------
                                                         Vice President



                                      -59-
<PAGE>   60


                                  EXHIBIT E - 1

                                 PROMISSORY NOTE
                               (Revolving Credit)

                                                  Indianapolis, Indiana
$37,500,000.00                                    Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of NBD BANK,
N.A. (the "Bank") the principal sum of Thirty-Seven Million Five Hundred
Thousand and No/100 Dollars ($37,500,000.00) or so much of the unpaid principal
amount of each Advance represented by this Note as may be disbursed by the Bank
under the terms of the Credit Agreement described below and remaining
outstanding and unpaid, and to pay interest on the unpaid principal balance of
each Advance outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Revolving Credit") incurred or
to be incurred by the Maker under a revolving line of credit extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Revolving Credit outstanding from time to time shall
be determined by reference to the books and records of the Bank on which all
Advances under the Revolving Credit and all payments by the Maker on account of
the Revolving Credit shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

         The terms "Advance," "Maturity Date," and "Banking Day" are used in
this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Advance outstanding
from time to time prior to and after the Maturity Date for such Advance will
accrue at the rate or rates provided in the Credit Agreement. Prior to the
Maturity Date for such Advance, accrued interest on each Advance shall be due
and payable on such dates as set forth in the Credit Agreement and on the
Maturity Date for such Advance. After the Maturity Date for such Advance,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.


                                      -60-
<PAGE>   61

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Advance. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of all Advances evidenced by this Note upon the
happening of Events of Default as defined therein. All payments made by the
Maker hereunder shall be made for the account of the Bank at the office of Bank
One, Indiana, NA, 111 Monument Circle, P.O. Box 7700, Indianapolis, Indiana
46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                          Vice President


                                      -61-
<PAGE>   62


                                  EXHIBIT E - 2

                                 PROMISSORY NOTE
                               (Revolving Credit)

                                                  Indianapolis, Indiana
$22,000,000.00                                    Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of NATIONSBANK,
N.A. (the "Bank") the principal sum of Twenty-Two Million and No/100 Dollars
($22,000,000.00) or so much of the unpaid principal amount of each Advance
represented by this Note as may be disbursed by the Bank under the terms of the
Credit Agreement described below and remaining outstanding and unpaid, and to
pay interest on the unpaid principal balance of each Advance outstanding from
time to time as provided in this Note.

         This Note evidences indebtedness (the "Revolving Credit") incurred or
to be incurred by the Maker under a revolving line of credit extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Revolving Credit outstanding from time to time shall
be determined by reference to the books and records of the Bank on which all
Advances under the Revolving Credit and all payments by the Maker on account of
the Revolving Credit shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

         The terms "Advance," "Maturity Date," and "Banking Day" are used in
this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Advance outstanding
from time to time prior to and after the Maturity Date for such Advance will
accrue at the rate or rates provided in the Credit Agreement. Prior to the
Maturity Date for such Advance, accrued interest on each Advance shall be due
and payable on such dates as set forth in the Credit Agreement and on the
Maturity Date for such Advance. After the Maturity Date for such Advance,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -62-
<PAGE>   63

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Advance. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of all Advances evidenced by this Note upon the
happening of Events of Default as defined therein. All payments made by the
Maker hereunder shall be made for the account of the Bank at the office of Bank
One, Indiana, NA, 111 Monument Circle, P.O. Box 7700, Indianapolis, Indiana
46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                          Vice President



                                      -63-
<PAGE>   64



                                  EXHIBIT E - 3

                                 PROMISSORY NOTE
                               (Revolving Credit)

                                                  Indianapolis, Indiana
$31,000,000.00                                    Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of KEYBANK
NATIONAL ASSOCIATION (the "Bank") the principal sum of Thirty-One Million and
No/100 Dollars ($31,000,000.00) or so much of the unpaid principal amount of
each Advance represented by this Note as may be disbursed by the Bank under the
terms of the Credit Agreement described below and remaining outstanding and
unpaid, and to pay interest on the unpaid principal balance of each Advance
outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Revolving Credit") incurred or
to be incurred by the Maker under a revolving line of credit extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Revolving Credit outstanding from time to time shall
be determined by reference to the books and records of the Bank on which all
Advances under the Revolving Credit and all payments by the Maker on account of
the Revolving Credit shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

         The terms "Advance," "Maturity Date," and "Banking Day" are used in
this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Advance outstanding
from time to time prior to and after the Maturity Date for such Advance will
accrue at the rate or rates provided in the Credit Agreement. Prior to the
Maturity Date for such Advance, accrued interest on each Advance shall be due
and payable on such dates as set forth in the Credit Agreement and on the
Maturity Date for such Advance. After the Maturity Date for such Advance,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.


                                      -64-
<PAGE>   65

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Advance. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of all Advances evidenced by this Note upon the
happening of Events of Default as defined therein. All payments made by the
Maker hereunder shall be made for the account of the Bank at the office of Bank
One, Indiana, NA, 111 Monument Circle, P.O. Box 7700, Indianapolis, Indiana
46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                           Vice President


                                      -65-
<PAGE>   66

                                  EXHIBIT E - 4

                                 PROMISSORY NOTE
                               (Revolving Credit)

                                                  Indianapolis, Indiana
$35,000,000.00                                    Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of SUNTRUST
BANK, CENTRAL FLORIDA, N.A. (the "Bank") the principal sum of Thirty-Five
Million and No/100 Dollars ($35,000,000.00) or so much of the unpaid principal
amount of each Advance represented by this Note as may be disbursed by the Bank
under the terms of the Credit Agreement described below and remaining
outstanding and unpaid, and to pay interest on the unpaid principal balance of
each Advance outstanding from time to time as provided in this Note.

         This Note evidences indebtedness (the "Revolving Credit") incurred or
to be incurred by the Maker under a revolving line of credit extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Revolving Credit outstanding from time to time shall
be determined by reference to the books and records of the Bank on which all
Advances under the Revolving Credit and all payments by the Maker on account of
the Revolving Credit shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

         The terms "Advance," "Maturity Date," and "Banking Day" are used in
this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Advance outstanding
from time to time prior to and after the Maturity Date for such Advance will
accrue at the rate or rates provided in the Credit Agreement. Prior to the
Maturity Date for such Advance, accrued interest on each Advance shall be due
and payable on such dates as set forth in the Credit Agreement and on the
Maturity Date for such Advance. After the Maturity Date for such Advance,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.

                                      -66-
<PAGE>   67

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Advance. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of all Advances evidenced by this Note upon the
happening of Events of Default as defined therein. All payments made by the
Maker hereunder shall be made for the account of the Bank at the office of Bank
One, Indiana, NA, 111 Monument Circle, P.O. Box 7700, Indianapolis, Indiana
46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                           Vice President



                                      -67-
<PAGE>   68


                                  EXHIBIT E - 5

                                 PROMISSORY NOTE
                               (Revolving Credit)

                                                   Indianapolis, Indiana
$20,000,000.00                                     Dated:  December 28, 1998
                                                   Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of NATIONAL CITY
BANK OF INDIANA (the "Bank") the principal sum of Twenty Million and No/100
Dollars ($20,000,000.00) or so much of the unpaid principal amount of each
Advance represented by this Note as may be disbursed by the Bank under the terms
of the Credit Agreement described below and remaining outstanding and unpaid,
and to pay interest on the unpaid principal balance of each Advance outstanding
from time to time as provided in this Note.

         This Note evidences indebtedness (the "Revolving Credit") incurred or
to be incurred by the Maker under a revolving line of credit extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Revolving Credit outstanding from time to time shall
be determined by reference to the books and records of the Bank on which all
Advances under the Revolving Credit and all payments by the Maker on account of
the Revolving Credit shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

         The terms "Advance," "Maturity Date," and "Banking Day" are used in
this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Advance outstanding
from time to time prior to and after the Maturity Date for such Advance will
accrue at the rate or rates provided in the Credit Agreement. Prior to the
Maturity Date for such Advance, accrued interest on each Advance shall be due
and payable on such dates as set forth in the Credit Agreement and on the
Maturity Date for such Advance. After the Maturity Date for such Advance,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -68-
<PAGE>   69

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Advance. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of all Advances evidenced by this Note upon the
happening of Events of Default as defined therein. All payments made by the
Maker hereunder shall be made for the account of the Bank at the office of Bank
One, Indiana, NA, 111 Monument Circle, P.O. Box 7700, Indianapolis, Indiana
46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                         Vice President



                                      -69-
<PAGE>   70


                                  EXHIBIT E - 6

                                 PROMISSORY NOTE
                               (Revolving Credit)

                                                  Indianapolis, Indiana
$9,000,000.00                                     Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of FIFTH THIRD
BANK, INDIANA (the "Bank") the principal sum of Nine Million and No/100 Dollars
($9,000,000.00) or so much of the unpaid principal amount of each Advance
represented by this Note as may be disbursed by the Bank under the terms of the
Credit Agreement described below and remaining outstanding and unpaid, and to
pay interest on the unpaid principal balance of each Advance outstanding from
time to time as provided in this Note.

         This Note evidences indebtedness (the "Revolving Credit") incurred or
to be incurred by the Maker under a revolving line of credit extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Revolving Credit outstanding from time to time shall
be determined by reference to the books and records of the Bank on which all
Advances under the Revolving Credit and all payments by the Maker on account of
the Revolving Credit shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

         The terms "Advance," "Maturity Date," and "Banking Day" are used in
this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Advance outstanding
from time to time prior to and after the Maturity Date for such Advance will
accrue at the rate or rates provided in the Credit Agreement. Prior to the
Maturity Date for such Advance, accrued interest on each Advance shall be due
and payable on such dates as set forth in the Credit Agreement and on the
Maturity Date for such Advance. After the Maturity Date for such Advance,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -70-
<PAGE>   71

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Advance. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of all Advances evidenced by this Note upon the
happening of Events of Default as defined therein. All payments made by the
Maker hereunder shall be made for the account of the Bank at the office of Bank
One, Indiana, NA, 111 Monument Circle, P.O. Box 7700, Indianapolis, Indiana
46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                           Vice President



                                      -71-
<PAGE>   72

                                  EXHIBIT E - 7

                                 PROMISSORY NOTE
                               (Revolving Credit)

                                                  Indianapolis, Indiana
$20,000,000.00                                    Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of THE NORTHERN
TRUST COMPANY (the "Bank") the principal sum of Twenty Million and No/100
Dollars ($20,000,000.00) or so much of the unpaid principal amount of each
Advance represented by this Note as may be disbursed by the Bank under the terms
of the Credit Agreement described below and remaining outstanding and unpaid,
and to pay interest on the unpaid principal balance of each Advance outstanding
from time to time as provided in this Note.

         This Note evidences indebtedness (the "Revolving Credit") incurred or
to be incurred by the Maker under a revolving line of credit extended to the
Maker by the Bank under that certain Third Amended and Restated Credit Agreement
dated as of the date of this Note, among the Maker, the Bank, the other banks
party thereto, and Bank One, Indiana, NA, as Agent (as from time to time
amended, supplemented, replaced or otherwise modified, the "Credit Agreement").
The principal amount of the Revolving Credit outstanding from time to time shall
be determined by reference to the books and records of the Bank on which all
Advances under the Revolving Credit and all payments by the Maker on account of
the Revolving Credit shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

         The terms "Advance," "Maturity Date," and "Banking Day" are used in
this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Advance outstanding
from time to time prior to and after the Maturity Date for such Advance will
accrue at the rate or rates provided in the Credit Agreement. Prior to the
Maturity Date for such Advance, accrued interest on each Advance shall be due
and payable on such dates as set forth in the Credit Agreement and on the
Maturity Date for such Advance. After the Maturity Date for such Advance,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -72-
<PAGE>   73

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Advance. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of all Advances evidenced by this Note upon the
happening of Events of Default as defined therein. All payments made by the
Maker hereunder shall be made for the account of the Bank at the office of Bank
One, Indiana, NA, 111 Monument Circle, P.O. Box 7700, Indianapolis, Indiana
46277-0119.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                           Vice President


                                      -73-
<PAGE>   74



                                    EXHIBIT F

                                 PROMISSORY NOTE
                                  (Swing Line)

                                                  Indianapolis, Indiana
$20,000,000.00                                    Dated:  December 28, 1998
                                                  Maturity:  December 27, 1999


         On or before December 27, 1999, BINDLEY WESTERN INDUSTRIES, INC., an
Indiana corporation (the "Maker"), promises to pay to the order of NBD BANK,
N.A. (the "Bank") the principal sum of Twenty Million Dollars ($20,000,000.00)
or so much of the unpaid principal amount of each Swing Line Advance represented
by this Note as may be disbursed by the Bank under the terms of the Credit
Agreement described below and remaining outstanding and unpaid, and to pay
interest on the unpaid principal balance of each Swing Line Advance outstanding
from time to time as provided in this Note.

         This Note evidences indebtedness (the "Swing Line") incurred or to be
incurred by the Maker under a revolving line of credit extended to the Maker by
the Bank under that certain Third Amended and Restated Credit Agreement dated as
of the date of this Note, among the Maker, the Bank, the other banks party
thereto, and Bank One, Indiana, NA, as Agent (as from time to time amended,
supplemented, replaced or otherwise modified, the "Credit Agreement"). The
principal amount of the Swing Line outstanding from time to time shall be
determined by reference to the books and records of the Bank on which all Swing
Line Advances under the Swing Line and all payments by the Maker on account of
the Swing Line shall be recorded. Such books and records shall be deemed prima
facie to be correct as to such matters.

         The terms "Swing Line Advance," "Maturity Date," and "Banking Day" are
used in this Note as defined in the Credit Agreement.

         Interest on the unpaid principal balance of each Swing Line Advance
outstanding from time to time prior to and after the Maturity Date for such
Swing Line Advance will accrue at the rate or rates provided in the Credit
Agreement. Prior to the Maturity Date for such Swing Line Advance, accrued
interest on each Swing Line Advance shall be due and payable on such dates as
set forth in the Credit Agreement and on the Maturity Date for such Swing Line
Advance. After the Maturity Date for such Swing Line Advance, interest shall be
due and payable as accrued and without demand. Interest will be calculated on
the basis that an entire year's interest is earned in 360 days.

         Notwithstanding any other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest which, under applicable law, may be charged hereon to
the Maker, and this Note is expressly made subject to the provisions of the
Credit Agreement which more fully sets out the limitations on how interest
accrues hereon. In the event applicable law provides for a rate ceiling, that
ceiling shall be the indicated rate ceiling and shall be used in this Note for
calculating the maximum interest rate at which interest may be charged hereon
and for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the state in which the principal office of the Bank or any
holder is located, or the laws of the United States, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.



                                      -74-
<PAGE>   75

         The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, on the respective Maturity Date for
each such Swing Line Advance. Reference is made to the Credit Agreement which
provides for acceleration of the maturity of all Swing Line Advances evidenced
by this Note upon the happening of Events of Default as defined therein. All
payments made by the Maker hereunder shall be made for the account of the Bank
at the office NBD Bank, N.A., One Indiana Square, Suite 7034, Indianapolis,
Indiana 46266.

         All payments on account of this Note shall be applied first to expenses
of collection, next to interest which is due and payable, and only after
satisfaction of all such expenses and interest, to principal.

         The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.

         All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

         This Note may be prepaid only upon the conditions and at such times as
provided in the Credit Agreement.

         This Note is made under and will be governed by the laws of the State
of Indiana without reference to conflicts of law and principles thereunder.


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By: 
                                                  ------------------------------
                                                  Thomas J. Salentine, Executive
                                                         Vice President



                                      -75-
<PAGE>   76



                                    EXHIBIT G

                             COMPLIANCE CERTIFICATE

         I represent that I am the [chief executive officer or chief financial
officer] of BINDLEY WESTERN INDUSTRIES, INC. ("Borrower") and pursuant to the
terms of the Third Amended and Restated Credit Agreement dated effective
December __, 1998 by and among the Borrower and the Banks which are parties
thereto, I certify that:

         1.   Each of the representations contained in Sections 5.01 through
              5.12, inclusive, and 5.15 of the Credit Agreement are true and
              correct as of the date of this Officer's Certificate.

         2.   The financial statements of the Borrower as of , 199 , and for the
              fiscal year then ended, and the financial statements as of , 199 ,
              and for the partial fiscal year then ended, present fairly the
              financial condition of the Borrower and the results of its
              operations as of the dates of such statements and for the fiscal
              periods then ended, and since the date of the latest of such
              statements there has been no material adverse change in its
              financial position or its operations.

         3.   No Default, as such term is defined in the Credit Agreement, has
              occurred and is continuing.

         4.   Computation of Borrower's compliance with each of the financial
              covenants as contained in the Credit Agreement is set forth below:


<TABLE>
<CAPTION>
         Net Worth  (Section 6.09)                                                      Current Requirement
         ---------                                                                      -------------------
<S>                                                                                     <C>
         1.       Total Assets                                          ________
         2.       Total Liabilities, Reserves and Minority Interest     ________
         3.       Line 1 minus Line 2                                   ________          $275,000,000


         Total Debt to EBITDA (Section 6.10)

         1.       Total Debt                                            ________
         2.       EBITDA                                                ________
         3.       Line 1 divided by Line 2                              ________          3.50 to 1.0

         Interest Coverage Ratio (Section 6.11)

         1.       Net Income (excluding all extraordinary
                           gains and losses)                            _______
         2.       Income Taxes                                          _______
         3.       Interest Expense                                      _______
         4.       Line 1 plus Lines 2 and 3                             _______
         5.       Interest Expense (same as Line 3)                     _______
         6.       Line 4 divided by Line 5                              _______           2.50 to 1.0

</TABLE>


                                     -76-
<PAGE>   77


                                               BINDLEY WESTERN INDUSTRIES, INC.



                                               By:
                                                  ------------------------------

                                                  ------------------------------
                                                    (Printed Name and Title)


                                               Date:
                                                    ----------------------------


                                     -77-

<PAGE>   78



                                   SCHEDULE 1

        LIST OF BORROWER'S SUBSIDIARIES EFFECTIVE AS OF DECEMBER 31, 1998


1.   BW Food Distributors, Inc. - Salem, New Hampshire

2.   BW Transportation Services, Inc. - Indianapolis, Indiana

3.   Special Services Company - Orange, Connecticut

4.   Priority Healthcare Services Corporation - Indianapolis, Indiana

5.   College Park Plaza Associates, Inc. - Indianapolis, Indiana

6.   Bindley Western Funding Corporation - Woodland, California (a Delaware
     Corporation)


NOTE:  All are Indiana corporations except as otherwise noted.