Prepared by MerrillDirect





EXHIBIT
4.33




	LEINER HEALTH PRODUCTS INC.

  901 East 233rd Street

  Carson, California 90745	VITA HEALTH PRODUCTS INC.

  150 Beghin Avenue

  Winnipeg, Manitoba






 


June 15,
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


FIFTH 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"),
the Third Amendment to Waiver Letter dated April 12, 2001 (the "Third
Amendment") and the Fourth Amendment to Waiver Letter dated
May 31, 2001 (the "Fourth Amendment", and together with
the First Amendment, the Second Amendment, and the Third Amendment, the "Prior
Amendments"). Unless otherwise defined in this Fifth Amendment to
Waiver Letter (this "Amendment," and together with the Prior
Amendments, the "Amendments") or the context otherwise
requires, capitalized 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 extend from June 15, 2001 to
June 27, 2001 the last date (the "Waiver Termination Date")
through which the Required Lenders waive certain Events of Default specified in
the second paragraph of the Waiver, as amended. Accordingly, subject to
satisfaction of the conditions precedent set forth in the following paragraph,
the Agents, the Required Lenders and the Borrowers agree as follows:


		A.	The Waiver Termination
  Date is extended to June 27, 2001 at 5:00 p.m.
	 	 	 
	 	B.	The Required Lenders
  hereby waive through the Waiver Termination Date any Defaults and Events of
  Default resulting from Borrowers' noncompliance with the financial covenants
  set forth in Section 9.2.4 of the Credit Agreement for the Fiscal Quarter
  ending March 31, 2001 and any related breach of the representations and
  warranties under the Loan Documents with respect to such financial covenants
  pursuant to the Waiver or any of the Amendments.
	 	 	 
	 	C.	The Borrowers' right to
  reallocate the unused Canadian Revolving Loan Commitment Amount and the
  unused U.S. Revolving Loan Commitment Amount pursuant to, respectively,
  Sections 2.2.3 and 3.2.2 of the Credit Agreement is suspended. This paragraph
  C shall survive the Waiver Termination Date.
	 	 	 
	 	D.	Unless otherwise agreed
  to by the Required Lenders, including as to amount and application,
  concurrently with the receipt by either of the Borrowers or any of their
  Affiliates of any judgment, settlement or other proceeds or amounts, however
  characterized (with all of the foregoing collectively referred to as the
  "Proceeds"), arising from or in connection with any
  antitrust claims (including claims pending in (i) the United States District
  Court for the Central District of California styled Leiner Health
  Products Inc. v. F. Hoffman–La Roche 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 facts and circumstances at issue therein), the
  U.S. Borrower shall make, or cause to be made, a mandatory prepayment of the
  Loans in the amount of such Proceeds (with such prepayment being applied to
  the remaining Term Loan amortization payments pro rata in
  accordance with the amount of each such remaining Term Loan amortization
  payment) and the cash collateralization of all Letters of Credit and a
  corresponding reduction of each Revolving Loan Commitment Amount. This
  paragraph D shall continue to and including the Waiver Termination Date.



The Borrowers further reaffirm, ratify and agree that:
the provisions set forth in 2, 6, 7 and 8 of the third paragraph of the Waiver
and the increased interest accrual set forth in clause (b)(iii) of the fourth
paragraph of the Waiver shall continue to and including the Waiver Termination
Date; and the provisions set forth in 5 of the third paragraph of the Waiver,
clauses (b)(i), (ii), (iv) and (v) of the fourth paragraph of the Waiver,
paragraph (c) on page 5 of the Waiver, the first full paragraph on page 5 of
the Waiver, paragraph 4 on pages 2–3 of the Third Amendment and
clauses (ii) and (iii) of the first full paragraph on page 3 of
the Third Amendment, shall survive the Waiver Termination Date.


	 	The effectiveness of this
  Amendment is conditioned upon receipt by the Agents of the following:
	 	 
	 	1.	counterparts of this
  Amendment, duly executed by the Borrowers and the Required Lenders;
	 	 	 
	 	2.	an updated perfection
  certificate, in form and substance satisfactory to the Agents, duly executed
  by the Borrower;
	 	 	 
	 	3.	an Affirmation and
  Consent, in form and substance satisfactory to the Agents, duly executed by
  each of the Guarantors; and
	 	 	 
	 	4.	payment of the fees and
  expenses of Luskin, Stern & Eisler LLP, PricewaterhouseCoopers LLP
  and Casas, Benjamin & White, LLC, in each case as set forth in all
  unpaid invoices delivered to the Agents.



             In
further consideration of the Agents' and 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, agreements and undertakings
of the Borrowers contained in the Waiver and the Amendments, as modified
through the date hereof. The Borrowers further agree that the Letter of Credit
fees payable under Section 5.3.3 of the Credit Agreement shall be payable in
arrears on the fifteenth day of each month (instead of the Quarterly Payment
Dates as specified in such section) and that such agreement shall survive the
Waiver Termination Date.


             In
order to induce the Lenders to enter into this Amendment, the Borrowers hereby
represent and warrant that, except with respect to the Excluded Items (as
defined in the Fourth Amendment), 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. The U.S. Borrower agrees and acknowledges that the assets of
the U.S. Borrower pledged under the U.S. Borrower Security Agreement include
the U.S. Borrower's bank accounts specified on Schedule 1 hereto and all
amounts on deposit therein and grants, reaffirms and ratifies to the Bank of
Nova Scotia, as agent for the Secured Parties, as security for the Obligations,
a lien on and security interest in the bank accounts of the U.S. Borrower set
forth on Schedule 1 hereto, and all amounts on deposit therein.


             The
Borrowers hereby represent that Leiner Health Products FSC Inc. ("FSC"),
a Barbados company, is a wholly owned Subsidiary of the U.S. Borrower and that
such Subsidiary owns no assets. The Borrowers agree not to transfer any assets
to FSC and that FSC shall be subject to all negative covenants applicable to
Subsidiaries or otherwise in the Credit Agreement. Based on the foregoing
representations and agreements, which shall survive the Waiver Termination
Date, the Required Lenders agree to waive compliance with Section 9.1.7 of the
Credit Agreement with respect to such Subsidiary.


             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 or any Amendment, as such covenants may have been
amended or waived and other than, to the extent applicable, the Excluded Items,
shall constitute an Event of Default and the waivers granted in the Waiver and
the 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 an Agent (the "Notice Period") of the Borrowers' failure
to comply with any other covenant in the Waiver or any 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 the 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 11:00 a.m. on 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 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 AMEND MENT 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 OR THE AMENDMENTS.


             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.


             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.


[Signature
Page to Fourth Amendment to Waiver]


             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 Fifth 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 Fifth 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:
			



 


[Signature
Page to Fifth Amendment to Waiver]