Prepared by MerrillDirect





EXHIBIT
4.32




	LEINER HEALTH PRODUCTS INC.

  901 East 233rd Street

  Carson, California 90745	VITA HEALTH PRODUCTS INC.

  150 Beghin Avenue

  Winnipeg, Manitoba






 


May 31,
2001


The Bank of Nova Scotia,

as the U.S. Agent

One Liberty Plaza

New York, New York 10006


The Bank of Nova Scotia,

as the Canadian Agent

44 King Street West-14th Floor

Toronto, Ontario Canada, M5H 1H1


Each of the Lenders party to the

Credit Agreement referred to below


FOURTH
AMENDMENT TO WAIVER LETTER


Gentlemen and Ladies:


            
We refer to (a) the Amended and Restated Credit Agreement, dated as of
May 15, 1998 (as further amended, supplemented, amended and restated or
otherwise modified prior to the date hereof, the "Credit Agreement"),
among Leiner Health Products Inc., a Delaware corporation (the "U.S.
Borrower") Vita Health Products Inc., a Manitoba corporation (the
"Canadian Borrower", and together with the U.S. Borrower, the
"Borrowers"), the various financial institutions as are or may
become parties thereto which extend a Commitment under the U.S. Facility
(collectively, the "U.S. Lenders") or under the Canadian
Facility (collectively, the "Canadian Lenders", and together
with the U.S. Lenders, the "Lenders"), The Bank of Nova Scotia
("Scotiabank"), as agent for the U.S. Lenders under the U.S.
Facility (in such capacity, the "U.S. Agent"), Scotiabank, as
agent for the Canadian Lenders under the Canadian Facility (in such capacity,
the "Canadian Agent", and together with the U.S. Agent, the
"Agents"), Merrill Lynch Capital Corporation, as Documentation
Agent, and Salomon Brothers Holding Company Inc., as Syndication Agent, and
(b) the Waiver Letter, dated February 13, 2001 (the "Waiver"),
from the Borrowers to the Agents and the Lenders (as amended by the Amendment
to Waiver Letter dated February 23, 2001 (the "First Amendment"),
the Second Amendment to Waiver Letter dated March 28, 2001 (the "Second
Amendment") and the Third Amendment to Waiver Letter dated
April 12, 2001 (the "Third Amendment" and with the First
Amendment and the Second Amendment, the "Amendments"). Unless
otherwise defined in this Fourth Amendment to Waiver Letter (this "Amendment")
or the context otherwise requires, terms used in this Amendment have the
meanings provided in the Credit Agreement or the Waiver, as applicable.


            
The Borrowers hereby request that the Lenders modify the Third Amendment to
(x) extend the date by which the Borrowers must deliver to the Lenders the
Business Plan (as such term is defined in the Third Amendment) and
(y) reschedule the meeting currently scheduled for May 30, 2001.


            
Subject to receipt by the Agents of (x) counterparts of this Amendment,
duly executed by the Borrowers and the Required Lenders, (y) an
Affirmation and Consent, in form and substance satisfactory to the Agents, duly
executed by each of the Guarantors and (z) the payment of all unpaid fees
and expenses of counsel and consultants retained by or on behalf of the Agents,
the Borrowers and the Required Lenders agree as follows:


	
   
  	1.	Except as otherwise agreed
  in writing by the Agents, the Borrowers shall (a) provide to Casas,
  Benjamin & White ("CBW") by no later than May 31,
  2001 access to all materials and work in process related to the preparation
  of projected weekly and indirect fiscal year 2002 cash flows including key
  fiscal year 2002 income statement drivers (collectively, the "Projected
  Cash Flow Statements"), (b) deliver to CBW on or before
  June 5, 2001 a draft of the Business Plan and the final Projected Cash
  Flow Statements and (c) deliver to the Agents on or before June 8,
  2001 the final Business Plan, which shall be in form and substance
  satisfactory to the Agents, and which shall be consistent with an outline
  mutually agreed upon by CBW and Alvarez & Marsal.
	
   
  	
   
  	
   
  
	
   
  	2.	The Borrowers (and their
  representatives and management) will meet with the Lenders in New York, New
  York on or before June 15, 2001 or such later date as is acceptable to
  the Agents to, among other things, discuss the Business Plan.



            
In consideration of the Required Lenders' delivery of this Amendment, the
Borrowers agree that they will, and will cause their Subsidiaries to, comply
with all of the covenants contained in the Waiver and the Amendments, as
modified through the date hereof.


            
In order to induce the Lenders to enter into this Amendment, the Borrowers
hereby represent and warrant that, both before and after giving effect to this
Amendment, all of the representations and warranties contained in the Credit
Agreement and the other Loan Documents, including the Waiver and the
Amendments, are true, complete and correct in all material respects and that
all of the statements set forth in Section 7.2.1 of the Credit Agreement are
true and correct (except as to matters disclosed to the Agents in writing prior
to the date hereof (together, the "Excluded Items")). The
Borrowers acknowledge and confirm that the Collateral Assignment and Security
Agreement, dated as of February 16, 2001 granted to The Bank of Nova
Scotia, as agent for the Secured Parties under the Credit Agreement, a valid
and enforceable security interest in the Anti–trust Litigation including,
without limitation, the anti–trust claims pending in (i) the United States
District Court for the Central District of California styled Leiner
Health Products Inc. v. F. Hoffman LaRoche Ltd., et al., Case No.
99–09832–JSL and (ii) the United States District Court for the District of
Columbia entitled In re Vitamins Antitrust Litigation, MDL
No. 1285, Misc. No. 99–0197 and all proceeds thereof.


            
Except as expressly provided herein, the Credit Agreement and the other Loan
Documents, including the Waiver and the Amendments, shall remain in full force
and effect in accordance with their respective terms, and this Amendment, the
Waiver and the Amendments shall not be construed to (i) impair the
validity, perfection or priority of any Lien or security interest securing the
Obligations, (ii) waive or impair any rights, powers or remedies of any
Agent or Lender under the Credit Agreement or any other Loan Document, except
as expressly set forth herein or therein, (iii) constitute an agreement by
any Agent or Lender or require any Agent or Lender to grant additional waivers
or waiver periods, or extend the term of the Credit Agreement or the time for
payment of any of the Obligations or (iv) require any Lender to make any
Loans, issue any Letters of Credit, or provide other extensions of credit to
the Borrowers.


            
The Borrowers agree, reaffirm and ratify that the failure to comply with any
covenant contained in the Waiver, any Amendment or this Amendment, as such
covenants may have been amended or waived and other than the Excluded Items,
shall constitute an Event of Default and the waivers granted in the Waiver and
Amendments shall terminate (i) immediately (without the need for further
notice of any kind) in the case of the Borrowers' failure to comply with a
covenant providing for a payment or prepayment to the Agents or the Lenders and
(ii) two Business Days after the date the Borrowers receive written notice
from the Agent (the "Notice Period") of the Borrowers' failure
to comply with any other covenant in the Waiver, any Amendment or this
Amendment, provided that in the event such failure is remedied
within the Notice Period, such failure shall not constitute an Event of Default
and the waivers granted in the Waiver and Amendments shall not terminate.


            
Each of the Borrowers acknowledges that it has consulted with counsel and with
such other experts and advisors as it has deemed necessary in connection with
the negotiation, execution and delivery of this Amendment.


            
This Amendment may be executed in counterparts and by any party to this
Amendment on separate counterparts, each of which, when so executed, shall be
deemed an original, but all of such counterparts shall constitute one and the
same agreement. Any signature delivered by a party by facsimile transmission
shall be deemed to be, and shall be effective as, an original signature hereto.


            
             Each
of the Borrowers hereby acknowledges that as of the date hereof there is due
and owing to the Lenders under the Credit Agreement U.S. Revolving Loans in the
principal amount of $91,115,000; U.S. Letter of Credit Outstandings in the
amount of $11,902,372 (of which $1,600,000 is cash collateralized under the
terms of a Cash Collateral Agreement dated as of April[nb]16, 2001); Term B
Loans in the principal amount of $65,622,500; Term C Loans in the principal
amount of $62,750,000; Term D Loans in the principal amount of $29,475,000;
Canadian Revolving Loans in the principal amount of Cdn $28,800,000; and
Canadian Term Loans in the principal amount of Cdn $16,684,000 together with
accrued interest, fees and expenses in accordance with the Credit Agreement.


            
EACH OF THE BORROWERS HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT IT DOES NOT
HAVE ANY DEFENSES, COUNTERCLAIMS, OFFSETS, CROSS–CLAIMS, CLAIMS OR DEMANDS OF
ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL
OR ANY PART OF THE LIABILITY OF THE BORROWERS TO REPAY ANY AGENT OR ANY LENDER
AS PROVIDED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY AGENT OR ANY
LENDER. EACH OF THE BORROWERS HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND
FOREVER DISCHARGES THE AGENTS AND THE LENDERS, AND EACH AGENT'S AND LENDER'S
PREDECESSORS, AGENTS, EMPLOYEES, CONSULTANTS, ADVISORS, ATTORNEYS, SUCCESSORS
AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWERS MAY NOW OR HEREAFTER
HAVE AGAINST ANY SUCH AGENT OR LENDER, AND SUCH AGENT'S OR LENDER'S
PREDECESSORS, AGENTS, EMPLOYEES, CONSULTANTS, ADVISORS, ATTORNEYS, SUCCESSORS
AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT
AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION AND EXECUTION OF THE WAIVER,
THE AMENDMENTS OR THIS AMENDMENT.


            
Each of the Borrowers acknowledges and agrees that it understands the meaning
and effect of Section 1542 of the California Civil Code which provides:


	
   
  	"A general release
  does not extend to claims which the creditor does not know or suspect to
  exist in his favor at the time of executing the release, which if known by
  him must have materially affected his settlement with the debtor."



            
             EACH
OF THE BORROWERS AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN,
UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES,
INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THE
WAIVER OR THIS AMENDMENT. EACH OF THE BORROWERS HEREBY WAIVES AND RELINQUISHES ALL
RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER THE AFOREMENTIONED
SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT
SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN,
UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES,
INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE,
EACH OF THE BORROWERS WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT
OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH MIGHT
LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR
RELEASES HEREUNDER.


            
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


            
Except as expressly modified by this Amendment, all of the terms and provisions
of the Waiver, the Amendments, the Credit Agreement and the other Loan
Documents shall remain in full force and effect. This Amendment is a Loan
Document executed pursuant to the Credit Agreement and shall be construed and
administered in accordance with all of the terms and provisions of the Credit
Agreement.


            
             If you
are in agreement with the foregoing terms, kindly execute this Amendment in the
space provided below and deliver to the Agents an executed counterpart of this
Amendment.


 


	
   
  	Very truly yours,
	
   
  	LEINER HEALTH PRODUCTS
  INC.
	
   
  	By:	
   
  
	
   
  	
   
  	
   
  
	
   
  	
   
  	Name:
	
   
  	
   
  	Title:
	
   
  	VITA HEALTH PRODUCTS
  INC.
	
   
  	By:	
   
  
	
   
  	
   
  	
   
  
	
   
  	
   
  	Name:
	
   
  	
   
  	Title:
	 	 	 	 



[Signature
Page to Fourth Amendment to Waiver]


AGREED TO AND ACCEPTED

AS OF THE DATE FIRST

ABOVE WRITTEN:


THE BANK OF NOVA SCOTIA

As Canadian Agent and a Lender


 


	By:	
   
  	
   
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	Name:	
   
  	
   
  	
   
  
	
   
  	Title:	
   
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  



[Signature
Page to Fourth Amendment to Waiver]


AGREED TO AND ACCEPTED

AS OF THE DATE FIRST

ABOVE WRITTEN:


THE BANK OF NOVA SCOTIA

as the U.S. Agent and a Lender


	By:	
   
  	
   
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	Name:	
   
  	
   
  	
   
  
	
   
  	Title: