CREDIT AGREEMENT

                                      among

                                  COVANCE INC.

                                  as Borrower,

                                       AND

                      CERTAIN SUBSIDIARIES OF COVANCE INC.

                                 as Guarantors,

                                       AND

                         THE LENDERS IDENTIFIED HEREIN,

                                       AND

                             BANK OF AMERICA, N.A.,

                             as Administrative Agent

                            DATED AS OF JUNE 28, 2000


                         BANC OF AMERICA SECURITIES LLC,

                        as Sole Arranger and Book Manager
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                                TABLE OF CONTENTS

                                                                           PAGE

SECTION 1  DEFINITIONS AND ACCOUNTING TERMS..................................1
         1.1............Definitions..........................................1

SECTION 2  CREDIT FACILITIES.................................................9
         2.1............Revolving Loans......................................9

SECTION 3  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT.....11
         3.1............Interest............................................11
         3.2............Place and Manner of Payments........................11
         3.3............Prepayments.........................................11
         3.4............Fees............................................... 12
         3.5............Payment in Full at Maturity.........................12
         3.6............Computations of Interest and Fees...................12
         3.7............Pro Rata Treatment..................................12
         3.8............Sharing of Payments.................................13
         3.9............Capital Adequacy....................................13
         3.10...........Inability to Determine Eurocurrency Rate............14
         3.11...........Illegality..........................................14
         3.12...........Requirements of Law.................................14
         3.13...........Taxes...............................................15
         3.14...........Compensation........................................17

SECTION 4  GUARANTY.........................................................17
         4.1............Guaranty of Payment.................................17
         4.2............Obligations Unconditional...........................17
         4.3............Modifications.......................................18
         4.4............Waiver of Rights....................................18
         4.5............Reinstatement.......................................18
         4.6............Remedies............................................18
         4.7............Limitation of Guaranty..............................18
         4.8............Rights of Contribution..............................19
         4.9............Release of Guarantor................................19
         5.1............Closing Conditions..................................20
         5.2............Conditions to All Extensions of Credit..............22

SECTION 6  REPRESENTATIONS, WARRANTIES AND COVENANTS........................22
         6.1............Incorporation.......................................22
         6.2............Additional Representations..........................23
         6.3............Additional Covenants................................23

SECTION 7  EVENTS OF DEFAULT................................................23
         7.1............Events of Default...................................23
         7.2............Acceleration; Remedies..............................24
         7.3............Allocation of Payments After Event of Default.......25

SECTION 8  AGENCY PROVISIONS................................................25
         8.1............Appointment.........................................25
         8.2............Delegation of Duties................................26
         8.3............Exculpatory Provisions..............................26
         8.4............Reliance on Communications..........................26
         8.5............Notice of Default...................................27
         8.6............Non-reliance on Administrative Agent and
                          Other Lenders.....................................27
         8.7............Indemnification.....................................27
         8.8............Administrative Agent in its Individual Capacity.....27
         8.9............Successor Administrative Agent......................27

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         8.10...........Intercreditor Agreement.............................28

SECTION 9  MISCELLANEOUS....................................................28
         9.1............Notices.............................................28
         9.2............Right of Set-off....................................28
         9.3............Benefit of Agreement................................28
         9.4............No Waiver; Remedies Cumulative......................30
         9.5............Payment of Expenses; Indemnification................30
         9.6............Amendments, Waivers and Consents....................31
         9.7............Counterparts........................................31
         9.8............Headings............................................31
         9.9............Defaulting Lender...................................31
         9.11...........Governing Law.......................................32
         9.12...........Waiver of Jury Trial................................32
         9.13...........Time. 32
         9.14...........Severability........................................32
         9.15...........Entirety............................................32
         9.16...........Binding Effect......................................32
         9.17...........Confidentiality.....................................33

                                       ii
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SCHEDULES

Schedule 1.1(a)   Revolving Loan Commitment Percentages
Schedule 6.1          Modifications/Supplements to Schedules to the Existing
                      Credit Agreement
Schedule 9.1          Notices

EXHIBITS

Exhibit 2.1(b)        Form of Notice of Borrowing
Exhibit 2.1(e)        Form of Notice of Continuation/Conversion
Exhibit 2.1(g)        Form of Revolving Note
Exhibit 7.12          Form of Joinder Agreement
Exhibit 9.3           Form of Assignment Agreement
Exhibit 10.10         Form of Intercreditor Agreement

                                      iii
<PAGE>

                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "CREDIT AGREEMENT"), is entered into as of June 28, 2000
among COVANCE INC., a Delaware corporation ("BORROWER"), certain of the
Borrower's Subsidiaries (individually a "GUARANTOR" and collectively the
"GUARANTORS"), the Lenders (as defined herein) and BANK OF AMERICA, N.A., as
Administrative Agent for the Lenders.

                                    RECITALS

         WHEREAS, Borrower wishes to enter into a $50 million revolving credit
facility; and

         WHEREAS, the Lenders party hereto have agreed to make the requested
revolving credit facility available to the Borrower on the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    SECTION 1

                        DEFINITIONS AND ACCOUNTING TERMS

         1.1      DEFINITIONS.

         Capitalized terms used in this Credit Agreement (including terms used
in the Incorporated Representations, the Incorporated Covenants and the
Incorporated Terms, as such terms are defined below) but not otherwise defined
in this Credit Agreement shall have the meanings assigned to such terms in the
Existing Credit Agreement (defined below) as in effect on the Closing Date;
provided, however, if a capitalized term is defined in both the Existing Credit
Agreement and this Credit Agreement, the definition set forth in this Credit
Agreement shall apply. As used in this Credit Agreement, the following terms
shall have the meanings herein specified unless the context otherwise requires
(defined terms herein shall include in the singular number the plural and in the
plural the singular):

                  "ADDITIONAL CREDIT PARTY" means, at any time, each Person that
         shall have executed a Joinder Agreement after the Closing Date and
         shall not have been released from its obligations as a Guarantor, as
         provided in Sections 7.12 and 7.15 of the Incorporated Covenants.

                  "ADJUSTED EUROCURRENCY RATE" means the Eurocurrency Rate plus
         the Applicable Percentage.

                  "ADMINISTRATIVE AGENT" means Bank of America, N.A. (or any
         successor thereto) or any successor administrative agent appointed
         pursuant to Section 8.9.

                  "AFFILIATE" means, with respect to any Person, any other
         Person directly or indirectly controlling (including but not limited to
         all directors and officers of such Person), 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 (i) to vote 10% or more of the securities having
         ordinary voting power for the election of directors of such corporation
         or (ii) to direct or cause direction of the management and policies of
         such corporation, whether through the ownership of voting securities,
         by contract or otherwise.

                  "AGENCY SERVICES ADDRESS" means Bank of America, N.A.,
         NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255,
         Attn: Agency Services, or such other address as may be identified by
         written notice from the Administrative Agent to the Borrower.

                  "APPLICABLE PERCENTAGE" means (a) for Eurocurrency Loans,
         1.25% and (b) for Facility Fees, 0.25%.

                  "ASSET DISPOSITION" means the disposition of any or all of the
         assets of a Credit Party or any of its Subsidiaries whether by sale,
         lease, transfer, condemnation or otherwise, other than transfers of
         assets permitted by Sections 8.5(a) - (e) of the Incorporated
         Covenants.

                  "BANK OF AMERICA" means Bank of America, N.A. (or any
         successor thereto).

                  "BANKRUPTCY CODE" means the Bankruptcy Code in Title 11 of the
         United States Code, as amended, modified, succeeded or replaced from
         time to time.
<PAGE>
                  "BASE RATE" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day PLUS 1/2 of 1% or (b) the Prime Rate in effect on such day. If for
         any reason the Administrative Agent shall have determined (which
         determination shall be conclusive absent manifest error) that it is
         unable after due inquiry to ascertain the Federal Funds Rate for any
         reason, including the inability or failure of the Administrative Agent
         to obtain sufficient quotations in accordance with the terms hereof,
         the Base Rate shall be determined without regard to clause (a) of the
         first sentence of this definition until the circumstances giving rise
         to such inability no longer exist. Any change in the Base Rate due to a
         change in the Prime Rate or the Federal Funds Rate shall be effective
         on the effective date of such change in the Prime Rate or the Federal
         Funds Rate, respectively.

                  "BASE RATE LOAN" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

                  "BORROWER" means Covance Inc., a Delaware corporation,
         together with any successors and permitted assigns.

                  "BORROWER OBLIGATIONS" means, without duplication, all of the
         obligations of the Borrower to the Lenders and the Administrative
         Agent, whether for principal, interest, fees, indemnifications or
         otherwise whenever arising, under this Credit Agreement, the Notes, the
         Collateral Documents or any of the other Credit Documents to which the
         Borrower is a party, including, without limitation (to the extent
         permitted by applicable laws), any amounts that would have accrued but
         for the automatic stay under the Bankruptcy Code.

                  "BUSINESS DAY" means any day other than a Saturday, a Sunday,
         a legal holiday or a day on which banking institutions are authorized
         or required by law or other governmental action to close in Charlotte,
         North Carolina or New York, New York; provided that in the case of
         Eurocurrency Loans, such day is also a day on which dealings between
         banks are carried on in U.S. dollar deposits in the London interbank
         market.

                  "CLOSING DATE" means the date hereof.

                  "CODE" means the Internal Revenue Code of 1986 and the rules
         and regulations promulgated thereunder, as amended, modified, succeeded
         or replaced from time to time.

                  "COLLATERAL ASSIGNMENT OF NOTES" means those certain
         Collateral Assignment of Notes, executed and delivered by the
         applicable Credit Parties in favor of the Administrative Agent, for the
         benefit of the Lenders, collaterally assigning promissory notes issued
         by any Non-Material Domestic Subsidiary to a Credit Party.

                  "COLLATERAL DOCUMENTS" means the Pledge Agreements and the
         Collateral Assignments of Notes.

                  "COMMITMENTS" means the commitment of each Lender with respect
         to the Revolving Committed Amount.

                  "CREDIT DOCUMENTS" means this Credit Agreement, the Notes, any
         Joinder Agreement, the Fee Letter, the Collateral Documents, the
         Intercreditor Agreement and all other related agreements and documents
         issued or delivered hereunder by (i) a Guarantor to guarantee the
         Borrower Obligations or to secure such guarantee or (ii) the Borrower
         or one of its Subsidiaries (other than a Guarantor) to secure the
         Borrower Obligations.

                  "CREDIT PARTIES" means the Borrower and the Guarantors and
         "CREDIT PARTY" means any one of them.

                  "CREDIT PARTY OBLIGATIONS" means, without duplication, all of
         the obligations of the Credit Parties to the Lenders and the
         Administrative Agent, whether for principal, interest, fees,
         indemnifications or otherwise whenever arising, under this Credit
         Agreement, the Notes, the Collateral Documents or any of the other
         Credit Documents to which the Borrower or any other Credit Party is a
         party, including, without limitation (to the extent permitted by
         applicable laws), any amounts that would have accrued but for the
         automatic stay under the Bankruptcy Code.

                  "DEFAULT" means any event, act or condition which with notice
         or lapse of time, or both, would constitute an Event of Default.

                  "DEFAULTING LENDER" means, at any time, any Lender that: (a)
         has failed to make a Loan or purchase a Participation Interest required
         pursuant to the terms of this Credit Agreement (but only for so long as
         such Loan is not made or such Participation Interest is not purchased),
         (b) has failed to pay to the Administrative Agent or any Lender an
         amount owed by such Lender pursuant to the terms of this Credit
         Agreement (but only for so long as such amount has not been repaid) or
         (c) has been deemed insolvent or has become subject to a bankruptcy or
         insolvency proceeding or to a receiver, trustee or similar official.

                                       2
<PAGE>
                  "DOLLARS" and "$" means dollars in lawful currency of the
         United States of America.

                  "DOMESTIC SUBSIDIARY" means each direct and indirect
         Subsidiary of the Borrower that (a) is domiciled, incorporated or
         organized under the laws of any State of the United States or the
         District of Columbia and (b) has at least 20% of its sales, earnings or
         assets (determined on a consolidated basis) located or derived from its
         operations in the United States of America.

                  "ECA REVOLVING COMMITTED AMOUNT" means the "Revolving
         Committed Amount" as defined from time to time in the Existing Credit
         Agreement.

                  "EFFECTIVE DATE" means the date, as specified by the
         Administrative Agent in writing, on which the conditions set forth in
         Section 5.1 shall have been fulfilled (or waived in the sole discretion
         of the Lenders).

                  "ELIGIBLE ASSIGNEE" means (a) a Lender; (b) an Affiliate or
         Subsidiary of a Lender; (c) a commercial bank organized under the laws
         of the United States, or any State thereof, and having a combined
         capital and surplus of at least $500,000,000; (d) a savings and loan
         association or savings bank organized under the laws of the United
         States, or any State thereof, and having a combined capital and surplus
         of at least $500,000,000; (e) a commercial bank organized under the
         laws of any other country that is a member of the OECD or has concluded
         special lending arrangements with the International Monetary Fund
         associated with its general arrangements to borrow or a political
         subdivision of any such country, and having a combined capital and
         surplus of at least $500,000,000, so long as such bank is acting
         through a branch or agency located in the United States; (f) a finance
         company, insurance company or other financial institution or fund
         (whether a corporation, partnership, trust or other entity) that is
         engaged in making, purchasing or otherwise investing in commercial
         loans in the ordinary course of its business and having a combined
         capital and surplus of at least $250,000,000; and (g) any other Person
         approved by the Administrative Agent and the Borrower.

                  "ENVIRONMENTAL CLAIM" means any investigation, written notice,
         violation, written demand, written allegation, action, suit,
         injunction, judgment, order, consent decree, penalty, fine, lien,
         proceeding, or written claim whether administrative, judicial, or
         private in nature arising (a) pursuant to, or in connection with, an
         actual or alleged violation of, any Environmental Law, (b) in
         connection with any Hazardous Material, (c) from any assessment,
         abatement, removal, remedial, corrective, or other response action in
         connection with an Environmental Law or other order of a Governmental
         Authority or (d) from any actual or alleged damage, injury, threat, or
         harm to health, safety, natural resources, or the environment.

                  "ENVIRONMENTAL LAWS" means any current or future legal
         requirement of any Governmental Authority pertaining to (a) the
         protection of health, safety, and the indoor or outdoor environment,
         (b) the conservation, management, or use of natural resources and
         wildlife, (c) the protection or use of surface water and groundwater,
         (d) the management, manufacture, possession, presence, use, generation,
         transportation, treatment, storage, disposal, release, threatened
         release, abatement, removal, remediation or handling of, or exposure
         to, any hazardous or toxic substance or material or (e) pollution
         (including any release to land surface water and groundwater) and
         includes, without limitation, the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as amended by the Superfund
         Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid
         Waste Disposal Act, as amended by the Resource Conservation and
         Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984,
         42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by
         the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of
         1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of
         1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49
         USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as
         amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et
         seq., Emergency Planning and Community Right-to-Know Act of 1986, 42
         USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC
         4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC
         300(f) et seq., any analogous implementing or successor law, and any
         amendment, rule, regulation, order, or directive issued thereunder.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA AFFILIATE" means (except as otherwise set forth herein)
         any Credit Party, or any of its Subsidiaries, which, together with any
         Credit Party, is treated as a single employer under Sections 414(b),
         (c), (m), or (o) of the Code.

                  "EUROCURRENCY LOAN" means a Loan bearing interest based at a
         rate determined by reference to the Eurocurrency Rate.

                  "EUROCURRENCY RATE" means, for the Interest Period for each
         Eurocurrency Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         determined pursuant to the following formula:

         Eurocurrency Rate =             LONDON INTERBANK OFFERED RATE
                                    ---------------------------------------
                                      1 - Eurocurrency Reserve Percentage

                                       3
<PAGE>
                  "EUROCURRENCY RESERVE PERCENTAGE" means for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D of the Board of Governors of the Federal
         Reserve System (or any successor), as such regulation may be amended
         from time to time or any successor regulation, as the maximum reserve
         requirement (including, without limitation, any basic, supplemental,
         emergency, special, or marginal reserves, if any) applicable with
         respect to Eurocurrency liabilities as that term is defined in
         Regulation D (or against any other category of liabilities that
         includes deposits by reference to which the interest rate of
         Eurocurrency Loans is determined), whether or not Lender has any
         Eurocurrency liabilities subject to such reserve requirement at that
         time. The Eurocurrency Rate shall be adjusted automatically on and as
         of the effective date of any change in the Eurocurrency Reserve
         Percentage.

                  "EVENT OF DEFAULT" means any of the events or circumstances
         described in Section 7.1.

                  "EXISTING CREDIT AGREEMENT" means that certain Credit
         Agreement dated as of November 26, 1996 among the Borrower, the
         Guarantors, the lenders party thereto, Bank of America, as
         administrative agent and Wachovia Bank, N.A., as syndication agent, as
         amended by that certain First Amendment to Credit Agreement dated as of
         October 24, 1997, that certain Second Amendment to Credit Agreement
         dated as of October 1, 1999, that certain Third Amendment to Credit
         Agreement dated as of June 28, 2000 and as further amended, modified,
         supplemented, extended or restated from time to time.

                  "EXTENSION OF CREDIT" means, as to any Lender, the making of a
         Loan by such Lender (or a participation therein by a Lender).

                  "FACILITY FEES" has the meaning set forth in Section 3.4.

                  "FEDERAL FUNDS RATE" means for any day the rate per annum
         (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to
         the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day and (b) if no such rate is so published on such next
         preceding Business Day, the Federal Funds Rate for such day shall be
         the average rate quoted to the Administrative Agent on such day on such
         transactions as determined by the Administrative Agent.

                  "FEE LETTER" means that certain letter agreement, dated as of
         June 2, 2000, between the Administrative Agent and the Borrower, as
         amended, modified, supplemented or replaced from time to time.

                  "FIRST TIER FOREIGN SUBSIDIARY" means, at any date of
         determination, each Foreign Subsidiary in which any one or more of the
         Borrower and its Domestic Subsidiaries owns more than 50%, in the
         aggregate, of the Voting Stock of such Foreign Subsidiary.

                  "FOREIGN SUBSIDIARIES" means all Subsidiaries of the Borrower
         that are not Domestic Subsidiaries.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to Section 1.3.

                  "GOVERNMENTAL AUTHORITY" means any Federal, state, local,
         provincial or foreign court or governmental agency, authority,
         instrumentality or regulatory body.

                  "GUARANTOR" means at any time, (a) each of the parties to this
         Credit Agreement listed as "Guarantors" on the signature pages hereof
         (which are the only Material Domestic Subsidiaries as of the Closing
         Date) and (b) each other Person that is an Additional Credit Party, in
         each case, together with their successors and assigns, but excluding
         any such Person that shall have been released from its Guaranty
         Obligations pursuant to Section 4.9 or pursuant to Section 7.12 or 7.15
         of the Incorporated Covenants.

                  "GUARANTY" has the meaning set forth in Section 4.1.

                  "GUARANTY OBLIGATIONS" means, with respect to any Person,
         without duplication, any obligations (other than endorsements in the
         ordinary course of business of negotiable instruments for deposit or
         collection) guaranteeing any Indebtedness of any other Person in any
         manner, whether direct or indirect, and including without limitation
         any obligation, whether or not contingent, (a) to purchase any such
         Indebtedness or other obligation or any property constituting security
         therefor, (b) to advance or provide funds or other support for the
         payment or purchase of such Indebtedness or to maintain working capital
         or solvency of such other Person (including, without limitation,
         maintenance agreements, comfort letters, take or pay

                                       4
<PAGE>
         arrangements, put agreements or similar agreements or arrangements but
         excluding any comfort letters, letters of awareness or similar
         agreements or arrangements to the extent such Person is not legally
         obligated thereunder) for the benefit of the holder of Indebtedness of
         such other Person, (c) to lease or purchase property, securities or
         services primarily for the purpose of assuring the owner of such
         Indebtedness or (d) to otherwise assure or hold harmless the owner of
         such Indebtedness or obligation against loss in respect thereof. The
         amount of any Guaranty Obligation hereunder shall (subject to any
         limitations set forth therein) be deemed to be an amount equal to the
         outstanding principal amount (or maximum principal amount, if larger)
         of the Indebtedness in respect of which such Guaranty Obligation is
         made.

                  "HAZARDOUS MATERIALS" means any substance, material or waste
         defined or regulated in or under any applicable Environmental Laws.

                  "INCORPORATED COVENANTS" has the meaning set forth in Section
         6.1.

                  "INCORPORATED REPRESENTATIONS" has the meaning set forth in
         Section 6.1.

                  "INDEBTEDNESS" of any Person means, without duplication, (a)
         all obligations of such Person for borrowed money, (b) all obligations
         of such Person evidenced by bonds, debentures, notes or similar
         instruments, or upon which interest payments are customarily made, (c)
         all obligations of such Person under conditional sale or other title
         retention agreements relating to property purchased by such Person to
         the extent of the value of such property (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (d) all obligations,
         other than intercompany items, of such Person issued or assumed as the
         deferred purchase price of property or services purchased by such
         Person which would appear as liabilities on a balance sheet of such
         Person, (e) all Indebtedness of others secured by any Lien on property
         or assets owned by such Person, (f) all Guaranty Obligations of such
         Person, (g) the principal portion of all obligations of such Person
         under (i) Capital Leases and (ii) any synthetic lease, tax retention
         operating lease, off-balance sheet loan or similar off-balance sheet
         financing product of such Person where such transaction is considered
         borrowed money indebtedness for tax purposes but is classified as an
         operating lease in accordance with GAAP, (h) the maximum amount of all
         performance and standby letters of credit issued or bankers'
         acceptances facilities created for the account of such Person and,
         without duplication, all drafts drawn thereunder (to the extent
         unreimbursed), (i) the payment obligations required by such Person to
         be made, prior to the Revolving Loan Maturity Date, for mandatory
         redemption or mandatory sinking fund payments under any preferred stock
         issued by such Person and (j) the aggregate amount of uncollected
         accounts receivable of such Person subject at such time to a sale of
         receivables (or similar transaction) regardless of whether such
         transaction is effected without recourse to such Person or in a manner
         that would not be reflected on the balance sheet of such Person in
         accordance with GAAP. The Indebtedness of any Person shall include the
         Indebtedness of any partnership or unincorporated joint venture in
         which such Person is legally obligated or has a reasonable expectation
         of being liable with respect thereto.

                  "INTERCREDITOR AGREEMENT" means that certain Intercreditor
         Agreement dated as of the date hereof by and among Bank of America, as
         administrative agent under the Existing Credit Agreement, Bank of
         America, as Administrative Agent under this Credit Agreement, and the
         Credit Parties, as amended, modified, supplemented or restated from
         time to time, in substantially the form of EXHIBIT 10.10.

                  "INTEREST PAYMENT DATE" means (a) as to Base Rate Loans, the
         first Business Day of each fiscal quarter of the Borrower, the date on
         which a Base Rate Loan is converted to a Eurocurrency Loan and the
         Revolving Loan Maturity Date and (b) as to Eurocurrency Loans, the last
         day of each applicable Interest Period, the Revolving Loan Maturity
         Date and, where the applicable Interest Period for a Eurocurrency Loan
         is greater than three months, the date three months from the beginning
         of the Interest Period and each three months thereafter.

                  "INTEREST PERIOD" means, as to Eurocurrency Loans, a period of
         one, two, three or six months' duration, as the Borrower may elect,
         commencing, in each case, on the date of the borrowing (including
         continuations and conversions thereof); provided, however, (i) if any
         Interest Period would end on a day which is not a Business Day, such
         Interest Period shall be extended to the next succeeding Business Day
         (except, with respect to Eurocurrency Loans, that where the next
         succeeding Business Day falls in the next succeeding calendar month,
         then on the next preceding Business Day), (ii) no Interest Period shall
         extend beyond the Revolving Loan Maturity Date and (iii) with respect
         to Eurocurrency Loans, where an Interest Period begins on a day for
         which there is no numerically corresponding day in the calendar month
         in which the Interest Period is to end, such Interest Period shall end
         on the last Business Day of such calendar month.

                  "JOINDER AGREEMENT" means a Joinder Agreement substantially in
         the form of EXHIBIT 7.12, as such Joinder Agreement may be amended,
         modified or supplemented from time to time.

                  "LENDER" means any of the Persons identified as a "Lender" on
         the signature pages hereto, and any Person which may become a Lender by
         way of assignment in accordance with the terms hereof, together with
         their successors and permitted assigns.

                                       5
<PAGE>
                  "LIEN" means any mortgage, pledge, hypothecation, security
         interest, encumbrance or lien (statutory or otherwise) including,
         without limitation, the rights of a vendor or lessor under any
         conditional sale or title retention agreement or any lease
         substantially equivalent thereto.

                  "LOAN" or "LOANS" means the Revolving Loans, individually or
         collectively, as appropriate.

                  "LONDON INTERBANK OFFERED RATE" means, with respect to any
         Eurocurrency Loan for the Interest Period applicable thereto, the rate
         of interest per annum (rounded upwards, if necessary, to the nearest
         1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as
         the London interbank offered rate for deposits in Dollars at
         approximately 11:00 A.M. (London time) two Business Days prior to the
         first day of such Interest Period for a term comparable to such
         Interest Period; provided, however, if more than one rate is specified
         on Telerate Page 3750, the applicable rate shall be the arithmetic mean
         of all such rates. If, for any reason, such rate is not available, the
         term "LONDON INTERBANK OFFERED RATE" shall mean, with respect to any
         Eurocurrency Loan for the Interest Period applicable thereto, the rate
         of interest per annum (rounded upwards, if necessary, to the nearest
         1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
         interbank offered rate for deposits in Dollars at approximately 11:00
         A.M. (London time) two Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period;
         provided, however, if more than one rate is specified on Reuters Screen
         LIBO Page, the applicable rate shall be the arithmetic mean of all such
         rates.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect
         (after giving effect to any insurance proceeds or indemnification
         payments under existing insurance policies or agreements as long as the
         carrier of such policies or agreements has acknowledged coverage) on
         (a) the results of operations or financial condition of the Borrower
         and its Subsidiaries taken as a whole, (b) the ability of a Credit
         Party to perform its respective obligations under this Credit Agreement
         or any of the other Credit Documents, or (c) the validity or
         enforceability of this Credit Agreement, any of the other Credit
         Documents, or the rights and remedies of the Lenders hereunder or
         thereunder taken as a whole; provided, however, (i) the execution,
         delivery and performance of the Credit Documents shall not constitute
         an Material Adverse Effect and (ii) a one time restructuring charge in
         an amount not to exceed $16,500,000 taken by the Borrower during the
         fiscal quarter ending June 30, 2000 shall not constitute a Material
         Adverse Effect.

                  "MATERIAL DOMESTIC SUBSIDIARY" means any Domestic Subsidiary
         of the Borrower that is also a Material Subsidiary.

                  "MATERIAL FIRST TIER FOREIGN SUBSIDIARY" mean a First Tier
         Foreign Subsidiary that is also a Material Subsidiary.

                  "MATERIAL SUBSIDIARY" means, as of any date of determination,
         any Domestic Subsidiary or any Foreign Subsidiary that, together with
         its Subsidiaries on a consolidated basis, owns assets (excluding assets
         that pursuant to GAAP principles of consolidation would be eliminated
         from the consolidated balance sheet of the Borrower as of such date)
         equal to at least five percent (5%) of the total assets of the Borrower
         and its Subsidiaries on a consolidated basis; provided that neither
         Covance Health Economics Outcome Services Inc. (f/k/a Corning HTA,
         Inc.) nor any of its Subsidiaries shall be deemed to be a Material
         Subsidiary.

                  "MULTIEMPLOYER PLAN" means a Plan covered by Title IV of ERISA
         which is a multiemployer plan as defined in Section 3(37) or 4001(a)(3)
         of ERISA.

                  "MULTIPLE EMPLOYER PLAN" means a Plan covered by Title IV of
         ERISA, other than a Multiemployer Plan, which any Credit Party or any
         of its Subsidiaries or any ERISA Affiliate and at least one employer
         other than a Credit Party or any of its Subsidiaries or any ERISA
         Affiliate are contributing sponsors.

                  "NET CASH PROCEEDS" means the aggregate amount of all proceeds
         paid in cash or Cash Equivalents received by any Credit Party in
         respect of any Asset Disposition (but with respect to any payments
         received by way of deferred payment of principal pursuant to a note or
         installment receivable or purchase price adjustment receivable or
         otherwise, only as and when received), net of (a) all fees and expenses
         (including, without limitation, investment banking fees, legal and
         accounting fees, sales commissions and brokerage commissions) incurred
         in connection with such Asset Disposition, (b) taxes paid or payable in
         connection with or as a result thereof and (c) any repayments of
         Indebtedness permitted by Section 8.1 (other than Borrower Obligations)
         to the extent such repayments are required by the terms of the debt
         instrument governing such Indebtedness in connection with such Asset
         Disposition; it being understood that "Net Cash Proceeds" shall
         include, without limitation, any cash or Cash Equivalents received upon
         the sale or other disposition of any non-cash consideration received by
         a Credit Party in respect of any Asset Disposition.

                  "NON-EXCLUDED TAXES" has the meaning set forth in Section
         3.13.

                                       6
<PAGE>
                  "NON-MATERIAL DOMESTIC SUBSIDIARIES" means all Domestic
         Subsidiaries that are not Material Domestic Subsidiaries.

                  "NOTE" or "NOTES" means the Revolving Loan Notes, individually
         or collectively, as appropriate.

                  "NOTICE OF BORROWING" means a request by the Borrower for a
         Revolving Loan, substantially in the form of EXHIBIT 2.1(b).

                  "NOTICE OF CONTINUATION/CONVERSION" means a request by the
         Borrower to continue an existing Eurocurrency Loan to a new Interest
         Period or to convert a Eurocurrency Loan to a Base Rate Loan or a Base
         Rate Loan to a Eurocurrency Loan, substantially in the form of EXHIBIT
         2.1(e).

                  "PARTICIPATION INTEREST" means the Extension of Credit by a
         Lender by way of a purchase of a participation in any Loans as provided
         in Section 3.8.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereto.

                  "PERSON" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated), or any Governmental
         Authority.

                  "PLAN" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which any
         Credit Party or any of its Subsidiaries or any ERISA Affiliate is (or,
         if such plan were terminated at such time, would under Section 4069 of
         ERISA be deemed to be) an "employer" within the meaning of Section 3(5)
         of ERISA.

                  "PLEDGE AGREEMENTS" means those certain Pledge Agreements
         executed and delivered by the applicable Credit Parties in favor of the
         Administrative Agent, for the benefit of the Lenders, pledging 65% of
         the capital stock of the Material First Tier Foreign Subsidiaries and
         such other First Tier Foreign Subsidiaries as required by Section 7.15
         of the Incorporated Covenants, as they may be amended, modified,
         extended, renewed or replaced from time to time.

                  "PRIME RATE" means the per annum rate of interest established
         from time to time by the Administrative Agent at its principal office
         in Charlotte, North Carolina (or such other principal office of the
         Administrative Agent as communicated in writing to the Borrower and the
         Lenders) as its Prime Rate. Any change in the interest rate resulting
         from a change in the Prime Rate shall become effective as of 12:01 a.m.
         of the Business Day on which each change in the Prime Rate is announced
         by the Administrative Agent. The Prime Rate is a reference rate used by
         the Administrative Agent in determining interest rates on certain loans
         and is not intended to be the lowest rate of interest charged on any
         extension of credit to any debtor.

                  "REPORTABLE EVENT" means a "reportable event" as defined in
         Section 4043 of ERISA with respect to which the notice requirements to
         the PBGC have not been waived.

                  "REQUIRED LENDERS" means Lenders whose aggregate Credit
         Exposure (as hereinafter defined) constitutes more than 50% of the
         Credit Exposure of all Lenders at such time; provided, however, that if
         any Lender shall be a Defaulting Lender at such time then there shall
         be excluded from the determination of Required Lenders the aggregate
         principal amount of Credit Exposure of such Lender at such time. For
         purposes of the preceding sentence, the term "Credit Exposure" as
         applied to each Lender shall mean (a) at any time prior to the
         termination of the Commitments, the Revolving Loan Commitment
         Percentage of such Lender multiplied by the Revolving Committed Amount
         and (b) at any time after the termination of the Commitments, the
         principal balance of the outstanding Loans of such Lender.

                  "REQUIREMENT OF LAW" means, as to any Person (who is not a
         Lender), the articles or certificate of incorporation and by-laws or
         other organizational or governing documents of such Person and as to
         any Person, any law, treaty, rule or regulation or final,
         non-appealable determination of an arbitrator or a court or other
         Governmental Authority, in each case applicable to or binding upon such
         Person or to which any of its material property is subject.

                  "REVOLVING LOAN COMMITMENT PERCENTAGE" means, for each Lender,
         the percentage identified as its Revolving Commitment Percentage on
         Schedule 1.1(a), as such percentage may be modified in connection with
         any assignment made in accordance with the provisions of Section 9.3.

                  "REVOLVING COMMITTED AMOUNT" means FIFTY MILLION DOLLARS
         ($50,000,000) or such lesser amount as the Revolving Committed Amount
         may be reduced pursuant to Section 2.1(d).

                                       7
<PAGE>
                  "REVOLVING LOAN MATURITY DATE" means November 26, 2001 or such
         earlier date if accelerated in accordance with Section 7.2.

                  "REVOLVING LOANS" means the Revolving Loans made to the
         Borrower pursuant to Section 2.1.

                  "REVOLVING NOTE" or "REVOLVING NOTES" means the promissory
         notes of the Borrower in favor of each of the Lenders evidencing the
         Revolving Loans provided pursuant to Section 2.1, individually or
         collectively, as appropriate, as such promissory notes may be amended,
         modified, supplemented, extended, renewed or replaced from time to time
         and as evidenced in the form of Exhibit 2.1(g).

                  "SINGLE EMPLOYER PLAN" means any Plan which is covered by
         Title IV of ERISA, but which is not a Multiemployer Plan.

                  "SOLVENT" means, with respect to any Credit Party as of a
         particular date, that on such date (a) such Credit Party is able to pay
         its debts and other liabilities, contingent obligations and other
         commitments as they mature in the normal course of business, (b) such
         Credit Party does not intend to, and does not believe that it will,
         incur debts or liabilities beyond such Credit Party's ability to pay as
         such debts and liabilities mature in their ordinary course, (c) such
         Credit Party is not engaged in a business or a transaction, and is not
         about to engage in a business or a transaction, for which such Credit
         Party's assets would constitute unreasonably small capital after giving
         due consideration to the prevailing practice in the industry in which
         such Credit Party is engaged or is to engage, (d) the fair value of the
         assets of such Credit Party is greater than the total amount of
         liabilities, including, without limitation, contingent liabilities, of
         such Credit Party and (e) the present fair saleable value of the assets
         of such Credit Party is not less than the amount that will be required
         to pay the probable liability of such Credit Party on its debts as they
         become absolute and matured. The Calculation of Solvent for each Credit
         Party shall be made for such Credit Party and its Subsidiaries on a
         consolidated basis. Furthermore, (i) the assets of each Credit Party
         shall include, without limitation, goodwill and the rights and
         properties of such Credit Party pursuant to Section 4.8, to the extent
         of their fair value or fair saleable value, as applicable; and (ii)
         contingent liabilities, at any time, will be equal to the amount which,
         in light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability; it being understood that the contingent
         liabilities under the Tax Indemnification Agreements and the
         Transaction Agreement shall be assumed to be zero for the purpose of
         calculating whether any Credit Party is Solvent because, as of the
         Closing Date, each Credit Party believes that there is no reasonable
         expectation of any actual liability.

                  "SUBSIDIARY" means, as to any Person, (a) any corporation more
         than 50% of whose stock of any class or classes having by the terms
         thereof ordinary voting power to elect a majority of the directors of
         such corporation (irrespective of whether or not at the time, any class
         or classes of such corporation shall have or might have voting power by
         reason of the happening of any contingency) is at the time owned by
         such Person directly or indirectly through Subsidiaries, and (b) any
         partnership, association, joint venture, limited liability company or
         other entity in which such person directly or indirectly through
         Subsidiaries has more than a 50% equity interest at any time.

                  "TAX INDEMNIFICATION AGREEMENTS" means the Corning/CPS
         Spin-Off Tax Indemnification Agreement dated as of December 6, 1996
         between Corning Incorporated and the Borrower, the CPS/CCL Spin-Off Tax
         Indemnification Agreement dated as of December 6, 1996 between the
         Borrower and Corning Clinical Laboratories Inc. and the CCL/CPS
         Spin-Off Tax Indemnification Agreement dated as of December 6, 1996 to
         be entered into between Corning Clinical Laboratories Inc. and the
         Borrower, each as it may be amended, supplemented or otherwise modified
         from time to time in accordance with its terms.

                  "TAX SHARING AGREEMENT" means that certain Tax Sharing
         Agreement dated as of December 6, 1996 by and among Corning
         Incorporated, Corning Clinical Laboratories Inc. and the Borrower, as
         it may be amended, modified, supplemented or otherwise modified from
         time to time in accordance with its terms.

                  "TERMINATION EVENT" means (a) with respect to any Single
         Employer Plan, the occurrence of a Reportable Event or the substantial
         cessation of operations (within the meaning of Section 4062(e) of
         ERISA); (b) the withdrawal of any Credit Party or any of its
         Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan
         during a plan year in which it was a substantial employer (as such term
         is defined in Section 4001(a)(2) of ERISA), or the termination of a
         Multiple Employer Plan; (c) the distribution of a notice of intent to
         terminate or the actual termination of a Plan pursuant to Section
         4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to
         terminate or the actual termination of a Plan by the PBGC under Section
         4042 of ERISA; (e) any event or condition which might reasonably
         constitute grounds under Section 4042 of ERISA for the termination of,
         or the appointment of a trustee to administer, any Plan; or (f) the
         complete or partial withdrawal of any Credit Party or any of its
         Subsidiaries or any ERISA Affiliate from a Multiemployer Plan. For the
         purposes of subsections (d) and (e) of this definition, "ERISA
         Affiliate" means an entity, whether or not incorporated, which is under
         common control with any Credit Party or any of its Subsidiaries within
         the meaning of Section 4001(a)(14) of ERISA, or is a member of a group
         which includes any Credit Party or any of its Subsidiaries and which is
         treated as a single employer under Section 414(b), (c), (m), or (o) of
         the Code; provided,

                                       8
<PAGE>
         however, that such definition shall apply only if such Termination
         Event could reasonably be expected to have a Material Adverse Effect.
         Otherwise, the definition of "ERISA Affiliate" generally applicable
         under this Credit Agreement shall apply.

                  "TRANSACTION AGREEMENT" means the Transaction Agreement dated
         as of November 22, 1996 among Corning Incorporated, Corning Life
         Sciences Inc., Corning Clinical Laboratories Inc. and the Borrower, as
         it may be amended, supplemented or modified from time to time in
         accordance with its terms.

                  "VOTING STOCK" of a corporation means, at any time, all
         classes of the capital stock of such corporation then outstanding and
         ordinarily entitled to vote in the election of directors.

         1.2      COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL PROVISIONS.
For purposes of computation of periods of time hereunder, the word "from" means
"from and including" and the words "to" and "until" each mean "to but
excluding." References in this Agreement to "Articles", "Sections", "Schedules"
or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to
this Agreement unless otherwise specifically provided.

         1.3      ACCOUNTING TERMS. Except as otherwise expressly provided
herein, all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis. All calculations made for the purposes of
determining compliance with this Credit Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 7.1 of the Incorporated Covenants; provided,
however, if (a) the Borrower shall object to determining such compliance on such
basis at the time of delivery of such financial statements due to any change in
GAAP or the rules promulgated with respect thereto or (b) the Administrative
Agent or the Required Lenders shall so object in writing within 60 days after
delivery of such financial statements (or after the Lenders have been informed
of the change in GAAP affecting such financial statements, if later), then for
the period following such objection, unless otherwise agreed by the Borrower and
the Required Lenders, such calculations shall be made on a basis consistent with
the most recent financial statements delivered by the Borrower to the Lenders as
to which no such objection shall have been made.

                                    SECTION 2

                                CREDIT FACILITIES

         2.1      REVOLVING LOANS.

                           (a) REVOLVING LOAN COMMITMENT. Subject to the terms
         and conditions set forth herein, each Lender severally agrees to make
         revolving loans (each a "REVOLVING LOAN" and collectively the
         "REVOLVING LOANS") to the Borrower, in Dollars, at any time and from
         time to time, during the period from and including the Effective Date
         to but not including the Revolving Loan Maturity Date (or such earlier
         date if the Revolving Committed Amount has been terminated as provided
         herein); PROVIDED, HOWEVER, that (i) the aggregate amount of Revolving
         Loans outstanding shall not exceed the Revolving Committed Amount and
         (ii) with respect to each individual Lender, the Lender's pro rata
         share of outstanding Revolving Loans shall not exceed such Lender's
         Revolving Loan Commitment Percentage of the Revolving Committed Amount.

                  (b) METHOD OF BORROWING FOR REVOLVING LOANS. By no later than
         11:00 a.m. (i) one Business Day prior to the date of the requested
         borrowing of Revolving Loans that will be Base Rate Loans or (ii) three
         Business Days prior to the date of the requested borrowing of Revolving
         Loans that will be Eurocurrency Loans, the Borrower shall submit a
         written Notice of Borrowing in substantially the form of EXHIBIT 2.1(b)
         to the Administrative Agent setting forth (A) the amount requested, (B)
         whether such Revolving Loans shall accrue interest at the Base Rate or
         the Adjusted Eurocurrency Rate, (C) with respect to Revolving Loans
         that will be Eurocurrency Loans, the Interest Period applicable thereto
         and (D) certification that the Borrower has complied in all respects
         with Section 5.2.

                  (c) FUNDING OF REVOLVING LOANS. Upon receipt of a Notice of
         Borrowing, the Administrative Agent shall promptly inform the Lenders
         as to the terms thereof. Each Lender shall make its Revolving Loan
         Commitment Percentage of the requested Revolving Loans available to the
         Administrative Agent by 1:00 p.m. on the date specified in the Notice
         of Borrowing by deposit, in Dollars, of immediately available funds at
         the principal office of the Administrative Agent in Charlotte, North
         Carolina or at such other address as the Administrative Agent may
         designate in writing. The amount of the requested Revolving Loans will
         then be made available to the Borrower by the Administrative Agent by
         crediting the account of the Borrower on the books of such office of
         the Administrative Agent, to the extent the amount of such Revolving
         Loans are made available to the Administrative Agent.

                                       9
<PAGE>
                  No Lender shall be responsible for the failure or delay by any
         other Lender in its obligation to make Revolving Loans hereunder;
         provided, however, that the failure of any Lender to fulfill its
         obligations hereunder shall not relieve any other Lender of its
         obligations hereunder. Unless the Administrative Agent shall have been
         notified by any Lender prior to the time of any such Revolving Loan
         that such Lender does not intend to make available to the
         Administrative Agent its portion of the Revolving Loans to be made on
         such date, the Administrative Agent may assume that such Lender has
         made such amount available to the Administrative Agent on the date of
         such Revolving Loans, and the Administrative Agent in reliance upon
         such assumption, may (in its sole discretion but without any obligation
         to do so) make available to the Borrower a corresponding amount. If
         such corresponding amount is not in fact made available to the
         Administrative Agent, the Administrative Agent shall be able to recover
         such corresponding amount from such Lender. If such Lender does not pay
         such corresponding amount forthwith upon the Administrative Agent's
         demand therefor, the Administrative Agent will promptly notify the
         Borrower, and the Borrower shall immediately pay such corresponding
         amount to the Administrative Agent. The Administrative Agent shall also
         be entitled to recover from the Lender or the Borrower, as the case may
         be, interest on such corresponding amount in respect of each day from
         the date such corresponding amount was made available by the
         Administrative Agent to the Borrower to the date such corresponding
         amount is recovered by the Administrative Agent at a per annum rate
         equal to (i) from the Borrower at the applicable rate for such
         Revolving Loan pursuant to the Notice of Borrowing and (ii) from a
         Lender at the Federal Funds Rate.

                  (d) REDUCTIONS OF REVOLVING COMMITTED AMOUNT. Upon at least
         three Business Days' notice, the Borrower shall have the right to
         permanently terminate or reduce the aggregate unused amount of the
         Revolving Committed Amount at any time or from time to time; provided
         that (i) each partial reduction shall be in an aggregate amount at
         least equal to $5,000,000 and in integral multiples of $1,000,000 above
         such amount and (ii) no reduction shall be made which would reduce the
         Revolving Committed Amount to an amount less than the aggregate amount
         of outstanding Revolving Loans. The Revolving Committed Amount shall be
         reduced pursuant to the terms of Section 3.3(b)(ii). Any reduction in
         (or termination of) the Revolving Committed Amount shall be permanent
         and may not be reinstated. The Administrative Agent shall immediately
         notify the Lenders of any reduction in the Revolving Committed Amount.

                  (e) CONTINUATIONS AND CONVERSIONS. Subject to the terms of
         Section 5.2 (other than Section 5.2(b)), the Borrower shall have the
         option, on any Business Day, to continue existing Eurocurrency Loans
         for a subsequent Interest Period, to convert Base Rate Loans into
         Eurocurrency Loans or to convert Eurocurrency Loans into Base Rate
         Loans; provided, however, that (i) each such continuation or conversion
         must be requested by the Borrower pursuant to a written Notice of
         Continuation/Conversion, in substantially the form of EXHIBIT 2.1(e),
         in compliance with the terms set forth below, (ii) except as provided
         in Section 3.11, Eurocurrency Loans may only be continued or converted
         into Base Rate Loans on the last day of the Interest Period applicable
         thereto, (iii) Eurocurrency Loans may not be continued nor may Base
         Rate Loans be converted into Eurocurrency Loans during the existence
         and continuation of a Default or Event of Default and (iv) any request
         to continue a Eurocurrency Loan that fails to comply with the terms
         hereof or any failure to request a continuation of a Eurocurrency Loan
         at the end of an Interest Period shall constitute a conversion to a
         Base Rate Loan on the last day of the applicable Interest Period. Each
         continuation or conversion must be requested by the Borrower no later
         than 11:00 a.m. (A) one Business Day prior to the date for a requested
         conversion of a Eurocurrency Loan to a Base Rate Loan or (B) three
         Business Days prior to the date for a requested continuation of a
         Eurocurrency Loan or conversion of a Base Rate Loan to a Eurocurrency
         Loan, in each case pursuant to a written Notice of
         Continuation/Conversion submitted to the Administrative Agent which
         shall set forth (x) whether the Borrower wishes to continue or convert
         such Loans and (y) if the request is to continue a Eurocurrency Loan or
         convert a Base Rate Loan to a Eurocurrency Loan, the Interest Period
         applicable thereto.

                  (f) MINIMUM AMOUNTS. Each request for a borrowing, conversion
         or continuation shall be subject to the requirements that (i) each
         Eurocurrency Loan shall be in a minimum amount of $5,000,000 and in
         integral multiples of $1,000,000 in excess thereof, (ii) each Base Rate
         Loan shall be in a minimum amount of the lesser of $1,000,000 (and
         integral multiples of $100,000 in excess thereof) or the remaining
         amount available under the Revolving Committed Amount and (iii) no more
         than eight Eurocurrency Loans shall be outstanding hereunder at any one
         time. For the purposes of this Section, all Eurocurrency Loans with the
         same Interest Periods shall be considered as one Eurocurrency Loan, but
         Eurocurrency Loans with different Interest Periods, even if they begin
         on the same date, shall be considered as separate Eurocurrency Loans.

                  (g) NOTES. The Revolving Loans made by each Lender shall be
         evidenced by a duly executed promissory note of the Borrower to each
         applicable Lender in the face amount of its Revolving Loan Commitment
         Percentage of the Revolving Committed Amount in substantially the form
         of EXHIBIT 2.1(g).

                                       10
<PAGE>
                                    SECTION 3

          GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

         3.1      INTEREST.

                  (a) INTEREST RATE. All Revolving Loans that are Base Rate
         Loans shall accrue interest at the Base Rate. All Revolving Loans that
         are Eurocurrency Loans shall accrue interest at the Adjusted
         Eurocurrency Rate unless the Adjusted Eurocurrency Rate is not
         available by virtue of circumstances described in Section 3.10(a) or
         3.11.

                  (b) DEFAULT RATE OF INTEREST. Upon the occurrence, and during
         the continuance, of an Event of Default, the principal of and, to the
         extent permitted by law, interest on the Loans and any other amounts
         owing hereunder or under the other Credit Documents (including without
         limitation fees and expenses) shall bear interest, payable on demand,
         at a per annum rate equal to (i) two percent (2%) plus the rate which
         would otherwise be applicable or (ii) if no rate is applicable, the
         Base Rate plus two percent (2%).

                  (c) INTEREST PAYMENTS. Interest on Loans shall be due and
         payable in arrears on each Interest Payment Date. If an Interest
         Payment Date falls on a date which is not a Business Day, such Interest
         Payment Date shall be deemed to be the next succeeding Business Day,
         except that in the case of Eurocurrency Loans where the next succeeding
         Business Day falls in the next succeeding calendar month, then on the
         next preceding Business Day.

         3.2      PLACE AND MANNER OF PAYMENTS.

         All payments of principal, interest, fees, expenses and other amounts
to be made by a Credit Party under this Agreement shall be received not later
than 2:00 p.m. on the date when due, in Dollars and in same day funds, by the
Administrative Agent at its offices in Charlotte, North Carolina. Payments
received after such time shall be deemed to have been received on the next
Business Day. The Borrower shall, at the time it makes any payment under this
Agreement, specify to the Administrative Agent the Loans, fees or other amounts
payable by the Borrower hereunder to which such payment is to be applied (and in
the event that it fails to specify, or if such application would be inconsistent
with the terms hereof, the Administrative Agent shall, subject to Section 3.7,
distribute such payment to the Lenders in such manner as the Administrative
Agent may deem appropriate). The Administrative Agent will distribute such
payments to the applicable Lenders if any such payment is received prior to 2:00
p.m.; otherwise the Administrative Agent will distribute such payment to the
applicable Lenders on the next succeeding Business Day. Whenever any payment
hereunder shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day (subject
to accrual of interest and fees for the period of such extension), except that
in the case of Eurocurrency Loans, if the extension would cause the payment to
be made in the next following calendar month, then such payment shall instead be
made on the next preceding Business Day.

         3.3      PREPAYMENTS.

                  (a) VOLUNTARY PREPAYMENTS. The Borrower shall have the right
         to prepay Loans in whole or in part from time to time without premium
         or penalty; provided, however, that (i) Eurocurrency Loans may only be
         prepaid on three Business Days' prior written notice to the
         Administrative Agent and any prepayment of Eurocurrency Loans will be
         subject to Section 3.14; and (ii) each such partial prepayment of Loans
         shall be in the minimum principal amount of $5,000,000. Amounts prepaid
         hereunder shall be applied as the Borrower may elect; provided, that if
         the Borrower fails to specify a voluntary prepayment then such
         prepayment shall be applied first to Base Rate Loans, then to
         Eurocurrency Loans in direct order of Interest Period maturities.

                  (b)      MANDATORY PREPAYMENTS.

                           (i) AVAILABILITY. If at any time the sum of Revolving
                  Loans outstanding exceeds the Revolving Committed Amount, the
                  Borrower shall immediately make a principal payment to the
                  Administrative Agent in the manner and in an amount necessary
                  to be in compliance with Section 2.1.

                           (ii) ASSET DISPOSITIONS. Within two Business Days
                  after the closing of any Asset Disposition, (A) the Borrower
                  shall prepay the Loans and the loans outstanding under the
                  Existing Credit Agreement, on a pro rata basis (determined
                  based on the amounts outstanding thereunder on the date of
                  such Asset Disposition), in an aggregate amount equal to 50%
                  of the Net Cash Proceeds of such Asset Disposition and (B) the
                  Revolving Committed Amount and the ECA Revolving Committed
                  Amount shall be reduced, on a pro rata basis, by an aggregate
                  amount equal to 50% of the Net Cash Proceeds of such Asset
                  Disposition.

                                       11
<PAGE>
                  (c) APPLICATION OF PREPAYMENTS. All amounts required to be
         paid pursuant to Section 3.3(b) shall be applied first to Base Rate
         Loans and then to Eurocurrency Loans in direct order of Interest Period
         maturities. All prepayments hereunder shall be subject to Section 3.14
         and shall be accompanied by interest on the principal amount prepaid
         through the date of prepayment.

         3.4      FEES.

                  (a) FACILITY FEES. In consideration of the Revolving Committed
         Amount being made available by the Lenders hereunder, the Borrower
         agrees to pay to the Administrative Agent, for the pro rata benefit of
         each applicable Lender (based on each Lender's Revolving Loan
         Commitment Percentage of the Revolving Committed Amount), a fee equal
         to the Applicable Percentage for Facility Fees on the Revolving
         Committed Amount (the "FACILITY FEES"). The Facility Fees shall
         commence to accrue on the Effective Date and shall be due and payable
         in arrears on the first Business Day of each fiscal quarter of the
         Borrower (as well as on the Revolving Loan Maturity Date and on any
         date that the Revolving Committed Amount is reduced) for the
         immediately preceding fiscal quarter (or portion thereof), beginning
         with the first of such dates to occur after the Closing Date.

                  (b) ADMINISTRATIVE FEES. The Borrower agrees to pay to the
         Administrative Agent, for its own account, an annual fee as agreed to
         between the Borrower and the Administrative Agent in the Fee Letter.

         3.5      PAYMENT IN FULL AT MATURITY.

         On the Revolving Loan Maturity Date, the entire outstanding principal
balance of all Revolving Loans then outstanding, together with accrued but
unpaid interest and all other sums owing with respect thereto, shall be due and
payable in full, unless accelerated sooner pursuant to Section 7.2.

         3.6      COMPUTATIONS OF INTEREST AND FEES.

                  (a) Except for Base Rate Loans, in which case interest shall
         be computed on the basis of a 365 or 366 day year, as applicable, all
         computations of interest and fees hereunder shall be made on the basis
         of the actual number of days elapsed over a year of 360 days. Interest
         shall accrue from and include the date of borrowing (or continuation or
         conversion) but exclude the date of payment.

                  (b) It is the intent of the Lenders and the Credit Parties to
         conform to and contract in strict compliance with applicable usury law
         from time to time in effect. All agreements between the Lenders and the
         Borrower are hereby limited by the provisions of this paragraph which
         shall override and control all such agreements, whether now existing or
         hereafter arising and whether written or oral. In no way, nor in any
         event or contingency (including but not limited to prepayment or
         acceleration of the maturity of any obligation), shall the interest
         taken, reserved, contracted for, charged, or received under this Credit
         Agreement, under the Notes or otherwise, exceed the maximum nonusurious
         amount permissible under applicable law. If, from any possible
         construction of any of the Credit Documents or any other document,
         interest would otherwise be payable in excess of the maximum
         nonusurious amount, any such construction shall be subject to the
         provisions of this paragraph and such documents shall be automatically
         reduced to the maximum nonusurious amount permitted under applicable
         law, without the necessity of execution of any amendment or new
         document. If any Lender shall ever receive anything of value which is
         characterized as interest on the Loans under applicable law and which
         would, apart from this provision, be in excess of the maximum lawful
         amount, an amount equal to the amount which would have been excessive
         interest shall, without penalty, be applied to the reduction of the
         principal amount owing on the Loans and not to the payment of interest,
         or refunded to the Borrower or the other payor thereof if and to the
         extent such amount which would have been excessive exceeds such unpaid
         principal amount of the Loans. The right to demand payment of the Loans
         or any other indebtedness evidenced by any of the Credit Documents does
         not include the right to receive any interest which has not otherwise
         accrued on the date of such demand, and the Lenders do not intend to
         charge or receive any unearned interest in the event of such demand.
         All interest paid or agreed to be paid to the Lenders with respect to
         the Loans shall, to the extent permitted by applicable law, be
         amortized, prorated, allocated, and spread throughout the full stated
         term (including any renewal or extension) of the Loans so that the
         amount of interest on account of such indebtedness does not exceed the
         maximum nonusurious amount permitted by applicable law.

         3.7      PRO RATA TREATMENT.

         Except to the extent otherwise provided herein, each Revolving Loan
borrowing, each payment or prepayment of principal of any Revolving Loan, each
payment of fees (other than the Administrative Fees retained by the
Administrative Agent for its own account), each reduction of the Revolving
Committed Amount, and each conversion or continuation of any Revolving Loan,
shall (except as otherwise provided in Section 3.11) be allocated pro rata among
the relevant Lenders in accordance with the respective Revolving Loan Commitment
Percentages of such Lenders (or, if the Commitments of such Lenders have expired
or been terminated, in accordance with the respective principal amounts of the
outstanding Revolving Loans and Participation Interests of such Lenders);
PROVIDED THAT, if any Lender shall have failed to pay its applicable pro rata
share of any Revolving Loan, then any amount to which such Lender would
otherwise be entitled

                                       12
<PAGE>

pursuant to this subsection (a) shall instead be payable to the Administrative
Agent until the share of such Revolving Loan not funded by such Lender has been
repaid; PROVIDED FURTHER, that in the event any amount paid to any Lender
pursuant to this subsection (a) is rescinded or must otherwise be returned by
the Administrative Agent, each Lender shall, upon the request of the
Administrative Agent, repay to the Administrative Agent the amount so paid to
such Lender, with interest for the period commencing on the date such payment is
returned by the Administrative Agent until the date the Administrative Agent
receives such repayment at a rate per annum equal to, during the period to but
excluding the date two Business Days after such request, the Federal Funds Rate,
and thereafter, the Base Rate PLUS two percent (2%) per annum; and

         3.8      SHARING OF PAYMENTS.

         The Lenders agree among themselves that, except to the extent otherwise
provided herein, in the event that any Lender shall obtain payment in respect of
any Loan or any other obligation owing to such Lender under this Credit
Agreement through the exercise of a right of setoff, banker's lien or
counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or
other similar law or otherwise, or by any other means, in excess of its pro rata
share of such payment as provided for in this Credit Agreement, such Lender
shall promptly pay in cash or purchase from the other Lenders a participation in
such Loans and other obligations in such amounts, and make such other
adjustments from time to time, as shall be equitable to the end that all Lenders
share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by payment in cash or a
repurchase of a participation theretofore sold, return its share of that benefit
(together with its share of any accrued interest payable with respect thereto)
to each Lender whose payment shall have been rescinded or otherwise restored.
The Borrower agrees that any Lender so purchasing such a participation may, to
the fullest extent permitted by law, exercise all rights of payment, including
setoff, banker's lien or counterclaim, with respect to such participation as
fully as if such Lender were a holder of such Loan or other obligation in the
amount of such participation. Except as otherwise expressly provided in this
Credit Agreement, if any Lender or the Administrative Agent shall fail to remit
to the Administrative Agent or any other Lender an amount payable by such Lender
or the Administrative Agent to the Administrative Agent or such other Lender
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall be made together with interest thereon for each date from the
date such amount is due until the date such amount is paid to the Administrative
Agent or such other Lender at a rate per annum equal to the Federal Funds Rate.
If under any applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section 3.8 applies,
such Lender shall, to the extent practicable, exercise its rights in respect of
such secured claim in a manner consistent with the rights of the Lenders under
this Section 3.8 to share in the benefits of any recovery on such secured claim.

         3.9      CAPITAL ADEQUACY.

         If, after the date hereof, any Lender has determined that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender, or its parent corporation, with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender's (or parent corporation's)
capital or assets as a consequence of its commitments or obligations hereunder
to a level below that which such Lender, or its parent corporation, could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's (or parent corporation's) policies with respect to
capital adequacy), then, within 30 days following written notice from such
Lender to the Borrower (such notice setting forth the amount necessary to
compensate such Lender and identifying in reasonable detail the basis for the
calculation of such amount and taking into account applicable deductions and
credits in respect of the amount indemnified), the Borrower shall be obligated
to pay to such Lender such additional amount or amounts as will compensate such
Lender on an after-tax basis (after taking into account applicable deductions
and credits in respect of the amount indemnified) for such reduction. Each
determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto. This
covenant shall survive the termination of this Credit Agreement and the payment
of the Loans and all other amounts payable hereunder. Each Lender agrees not to
give any such notice or demand any such payment with respect to any such
determinations at a time more than six months after the period as to which the
Lender has made such determinations. The Borrower shall not be obligated to
compensate any Lender for any such reductions if the Borrower shall have
received such demand from such Lender later than the time provided in the
preceding sentence. Each Lender agrees to make all reasonable efforts to avoid
or minimize the amount of any demand for payment under this Section 3.9,
including exercising all reasonable efforts to change its lending office or to
transfer its affected Loans to an Affiliate; PROVIDED, HOWEVER, that no Lender
shall be required by this sentence to effect any change or transfer which would
have a materially adverse effect on such Lender's results of operations or
financial condition.

                                       13
<PAGE>
         3.10     INABILITY TO DETERMINE EUROCURRENCY RATE.

         If the Administrative Agent shall have determined in good faith (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurocurrency Rate, the Administrative Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as
soon as practicable thereafter, and will also give prompt written notice to the
Borrower when such conditions no longer exist. If such notice is given (i) any
Eurocurrency Loans requested to be made on the first day of such Interest Period
shall be made as Base Rate Loans, (ii) any Loans that were to have been
converted on the first day of such Interest Period to or continued as
Eurocurrency Loans shall be converted to or continued as Base Rate Loans and
(iii) any outstanding Eurocurrency Loans shall be converted, on the first day of
such Interest Period, to Base Rate Loans. Until such notice has been withdrawn
by the Administrative Agent, no further Eurocurrency Loans shall be made or
continued as such, nor shall the Borrower have the right to convert Base Rate
Loans to Eurocurrency Loans.

         3.11     ILLEGALITY.

         Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurocurrency Loans as contemplated by this Credit Agreement, (a)
such Lender shall promptly give written notice of such circumstances to the
Borrower and the Administrative Agent (which notice shall be withdrawn whenever
such circumstances no longer exist), (b) the commitment of such Lender hereunder
to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert a
Base Rate Loan to Eurocurrency Loans shall forthwith be canceled and, until such
time as it shall no longer be unlawful for such Lender to make or maintain
Eurocurrency Loans, such Lender shall then have a commitment only to make a Base
Rate Loan when a Eurocurrency Loan is requested and (c) such Lender's Loans then
outstanding as Eurocurrency Loans, if any, shall be converted automatically to
Base Rate Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law. If
any such conversion of a Eurocurrency Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Borrower shall
pay to such Lender such amounts, if any, as may be required pursuant to Section
3.14.

         3.12     REQUIREMENTS OF LAW.

         If, after the Closing Date, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):

                  (a) shall change the basis of taxation of payments to such
         Lender of the principal of or interest on any Loan made by such Lender
         or any fees or other amounts payable to such Lender hereunder (except
         for Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded
         Taxes imposed solely by reason of any failure of such Lender to comply
         with its obligations under Section 3.13(b)) and changes in taxes
         measured by or imposed upon the overall net income, or franchise tax,
         gross receipt taxes, branch taxes, taxes on doing business or taxes on
         the overall net worth of such Lender or its applicable lending office,
         branch, or any affiliate thereof);

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

                  (c) shall impose on such Lender any other condition (excluding
         any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender reasonably deems to be material, of making,
converting into, continuing or maintaining Eurocurrency Loans or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, upon
notice to the Borrower from such Lender, through the Administrative Agent, in
accordance herewith, the Borrower shall be obligated to promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender on an after-tax basis (after taking into account applicable deductions
and credits in respect of the amount indemnified) for such increased cost or
reduced amount receivable, PROVIDED THAT, in any such case, the Borrower may
elect to convert the Eurocurrency Loans made by such Lender hereunder to Base
Rate Loans by giving the Administrative Agent at least one Business Day's notice
of such election, in which case the Borrower shall promptly pay to such Lender,
upon demand, without duplication, such amounts, if any, as may be required
pursuant to Section 3.14. If any Lender becomes entitled to claim any additional
amounts pursuant to this Section 3.12, it shall provide prompt notice thereof to
the Borrower, through the Administrative Agent, certifying (x) that one of the
events described in this Section 3.12 has occurred and describing in reasonable
detail the nature of such event, (y) as to the increased cost or reduced amount
resulting from such event and (z) as to the additional amount demanded by such
Lender and a reasonably detailed explanation of the calculation thereof. Such

                                       14
<PAGE>
a certificate as to any additional amounts payable pursuant to this Section 3.12
submitted by such Lender, through the Administrative Agent, to the Borrower
shall be conclusive and binding on the parties hereto in the absence of manifest
error. This covenant shall survive the termination of this Credit Agreement and
the payment of the Loans and all other amounts payable hereunder.

         3.13     TAXES.

                  (a) Except as provided below in this Section 3.13, all
         payments made by the Borrower under this Credit Agreement and any Notes
         shall be made free and clear of, and without deduction or withholding
         for or on account of, any present or future income, stamp or other
         taxes, levies, imposts, duties, charges, fees, deductions or
         withholdings, now or hereafter imposed, levied, collected, withheld or
         assessed by any court, or governmental body, agency or other official,
         excluding taxes measured by or imposed upon the overall net income of
         any Lender or its applicable lending office, or any branch or affiliate
         thereof, and all franchise taxes, gross receipts, branch taxes, taxes
         on doing business or taxes on the overall capital or net worth of any
         Lender or its applicable lending office, or any branch or affiliate
         thereof, in each case imposed: (i) by the jurisdiction under the laws
         of which such Lender, applicable lending office, branch or affiliate is
         organized or is located, or in which its principal executive or
         business office is located, or any nation within which such
         jurisdiction is located or any political subdivision thereof; or (ii)
         by reason of any connection between the jurisdiction imposing such tax
         and such Lender, applicable lending office, principal executive or
         business office branch or affiliate other than a connection arising
         solely from such Lender having executed, delivered or performed its
         obligations, or received payment under or enforced, this Credit
         Agreement or any Notes. If any such non-excluded taxes, levies,
         imposts, duties, charges, fees, deductions or withholdings
         ("Non-Excluded Taxes") are required to be withheld from any amounts
         payable to the Administrative Agent or any Lender hereunder or under
         any Notes, (A) the amounts so payable to the Administrative Agent or
         such Lender shall be increased to the extent necessary to yield to the
         Administrative Agent or such Lender (after payment of all Non-Excluded
         Taxes) interest or any such other amounts payable hereunder at the
         rates or in the amounts specified in this Credit Agreement and any
         Notes, PROVIDED, HOWEVER, that the Borrower shall be entitled to deduct
         and withhold any Non-Excluded Taxes (and other applicable taxes) and
         shall not be required to increase any such amounts payable to any
         Lender that is not organized under the laws of the United States of
         America or a state thereof if such Lender fails to comply with the
         requirements of paragraph (b) (or (h)) of this Section 3.13 whenever
         any Non-Excluded Taxes (or other applicable taxes) are payable by or
         otherwise imposed on or collected from the Borrower, and (B) as
         promptly as possible after requested the Borrower shall send to the
         Administrative Agent for its own account or for the account of such
         Lender, as the case may be, a certified copy of an original official
         receipt received by the Borrower or, if none is available, other
         written evidence showing payment thereof. If the Borrower fails to pay
         any Non-Excluded Taxes when due to the appropriate taxing authority or
         fails to remit to the Administrative Agent the required receipts or
         other required documentary evidence, the Borrower shall indemnify the
         Administrative Agent and any Lender for any incremental taxes, interest
         or penalties that may become payable by the Administrative Agent or any
         Lender as a result of any such failure. The agreements in this
         subsection shall survive the termination of this Credit Agreement and
         the payment of the Loans and all other amounts payable hereunder.

                  (b) Each Person which is a Lender that is not incorporated
         under the laws of the United States of America or any state or
         jurisdiction thereof shall:

                  (i)   (A) on or before the date on which such Person becomes a
                  Lender hereunder, deliver to the Borrower and the
                  Administrative Agent (x) two duly completed copies of United
                  States Internal Revenue Service Form 1001 or 4224 (or Form
                  W-8BEN, W-8ECI or successor applicable form), as the case may
                  be, certifying that it is entitled to receive payments under
                  this Credit Agreement and any Notes without deduction or
                  withholding of any United States federal income taxes and (y)
                  an Internal Revenue Service Form W-8 or W-9, or successor
                  applicable form, as the case may be, certifying that it is
                  entitled to an exemption from United States backup withholding
                  tax;

                        (B) deliver to the Borrower and the Administrative Agent
                  two further copies of any such form or certification on or
                  before the date that any such form or certification expires or
                  becomes obsolete and after the occurrence of any event
                  requiring a change in the most recent form previously
                  delivered by it to the Borrower; and

                        (C) obtain such extensions of time for filing and
                  complete such forms or certifications as may reasonably be
                  requested by the Borrower or the Administrative Agent; or

                  (ii)in the case of any such Person that is not a "bank" within
                  the meaning of Section 881(c)(3)(A) of the Internal Revenue
                  Code, on or before the date such Person becomes a Lender
                  hereunder, (A) represent in writing to the Borrower (for the
                  benefit of the Borrower and the Administrative Agent) that it
                  is not a bank within the meaning of Section 881(c)(3)(A) of
                  the Internal Revenue Code, (B) deliver to the Borrower, with a
                  copy to the Administrative Agent, two accurate and complete
                  original signed copies of Internal Revenue Service Form W-8,
                  or successor applicable form certifying to such Lender's legal
                  entitlement at the date of such certificate to an exemption
                  from U.S. withholding tax under the provisions of Section
                  881(c) of the Internal Revenue Code with respect to payments
                  to be made under this Credit Agreement and any Notes (and to
                  deliver to the Borrower and the Administrative Agent two
                  further copies of such form on or before the

                                       15
<PAGE>
                  date it expires or becomes obsolete and after the occurrence
                  of any event requiring a change in the most recently provided
                  form and, if necessary, obtain any extensions of time
                  reasonably requested by the Borrower or the Administrative
                  Agent for filing and completing such forms), and (C) agree, to
                  the extent legally entitled to do so, upon reasonable request
                  by the Borrower, to provide to the Borrower (for the benefit
                  of the Borrower and the Administrative Agent) such other forms
                  as may be reasonably required in order to establish the legal
                  entitlement of such Lender to an exemption from withholding
                  with respect to payments under this Credit Agreement and any
                  Notes.

         Notwithstanding the above, if any change in treaty, law or regulation
         has occurred after the date such Person becomes a Lender hereunder
         which renders all such forms inapplicable or which would prevent such
         Lender from duly completing and delivering any such form or reasonable
         substitution therefor with respect to it and such Lender so advises the
         Borrower and the Administrative Agent then such Lender shall be exempt
         from such requirements. Each Person that shall become a Lender or a
         participant of a Lender pursuant to 9.3 shall, upon the effectiveness
         of the related transfer, be required to provide all of the forms,
         certifications and statements required pursuant to this subsection (b);
         PROVIDED that in the case of a participant of a Lender, the obligations
         of such participant of a Lender pursuant to this subsection (b) shall
         be determined as if the participant of a Lender were a Lender except
         that such participant of a Lender shall furnish all such required
         forms, certifications and statements to the Lender from which the
         related participation shall have been purchased and such Lender shall
         provide copies to the Administrative Agent and the Borrower.

                  (c) Notwithstanding anything to the contrary in this Credit
         Agreement, the Borrower shall not be required to pay any current or
         future stamp, intangible or documentary taxes or any other excise or
         property taxes, charges or similar levies (including without
         limitation, mortgage recording taxes and similar fees) that arise as a
         result of sales, assignments or other transfers of rights hereunder by
         any Lender.

                  (d) If requested by a Borrower, and at the Borrower's expense,
         any Lender and the Administrative Agent shall take such steps as may be
         appropriate to seek a refund of any Non-Excluded Taxes paid by it and
         shall permit the Borrower to participate in the preparation of any such
         refund claim. If any Lender or the Administrative Agent receives a
         refund in respect of any Non-Excluded Taxes for which the Lender has
         received payment from the Borrower hereunder, any Lender and the
         Administrative Agent, within 15 days of such receipt, shall deliver to
         the Borrower the amount of such refund. In addition, within 15 days of
         a written request of a Borrower, any Lender and the Administrative
         Agent shall execute and deliver to the Borrower such certificates,
         forms or other documents which can be reasonably furnished consistent
         with the facts and which are reasonably necessary to assist the
         Borrower in applying for refunds of Non-Excluded Taxes remitted
         hereunder.

                  (e) If a Borrower is required to pay any amounts pursuant to
         the provisions of this Section 3.13, and if thereafter any Lender or
         the Administrative Agent shall receive or be granted a credit against
         or remission or other relief for any Non-Excluded Taxes payable by the
         Borrower solely in respect of the amounts so paid by the Borrower, such
         Lender shall to the extent that it can do so without prejudice to the
         retention of the amount of such credit, remission or other relief, pay
         to the Borrower promptly after the date on which any Lender or the
         Administrative Agent effectively obtains the benefit of such credit,
         remission or other relief an amount which such Lender reasonably
         determines to be equal to such credit, remission or other relief less
         any sum which the Lender is required by law to deduct therefrom. The
         Lender may, in its reasonable discretion, determine the order of
         utilization of all charges, deductions, credits and expenses.

                  (f) In the event any Lender or the Administrative Agent
         receives written communication from any tax authority with respect to
         an assessment or proposed assessment of any Non-Excluded Taxes, such
         Lender or the Administrative Agent shall promptly notify the Borrower
         in writing and provide a copy of such communication to the Borrower.

                  (g) Each Lender shall use reasonable efforts to avoid or
         minimize any amounts which might otherwise be payable pursuant to this
         Section 3.13, including, upon request of a Borrower, the change of its
         lending office; PROVIDED, HOWEVER, that such efforts shall not include
         the taking of any actions by the Lender that would result in any tax,
         costs or other expense to the Lender (other than a tax, cost or expense
         for which the Lender shall have been reimbursed or indemnified by the
         Borrower pursuant to this Credit Agreement or otherwise) or any action
         which would have a materially adverse effect on such Lenders results of
         operations or financial condition.

                  (h) Each Person which is a Lender that is incorporated under
         the laws of the United States of America or a state thereof shall, on
         or before the date such Person becomes a Lender hereunder, deliver to
         the Borrower and the Administrative Agent an Internal Revenue Service
         Form W-9, or successor applicable form, certifying that it is entitled
         to an exemption from United States backup withholding tax.

                                       16
<PAGE>
         3.14     COMPENSATION.

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

                                    SECTION 4

                                    GUARANTY

         4.1      GUARANTY OF PAYMENT.

         Subject to Section 4.7 below, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees (the "Guaranty") to each Lender and
the Administrative Agent the prompt payment of the Borrower Obligations in full
when due (whether at stated maturity, as a mandatory prepayment, by acceleration
or otherwise). This Guaranty is a guaranty of payment and not of collection and
is a continuing guaranty and shall apply to all Borrower Obligations whenever
arising.

         4.2      OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors hereunder are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Credit Documents or any other agreement or
instrument referred to therein, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.
Each Guarantor agrees that this Guaranty may be enforced by the Lenders without
the necessity at any time of resorting to or exhausting any other security or
collateral and without the necessity at any time of having recourse to the Notes
or any other of the Credit Documents or any collateral, if any, hereafter
securing the Borrower Obligations or otherwise and each Guarantor hereby waives
the right to require the Lenders to proceed against the Borrower or any other
Person (including a co-guarantor) or to require the Lenders to pursue any other
remedy or enforce any other right. Each Guarantor further agrees that any right
of subrogation, indemnity, reimbursement or contribution it may have against the
Borrower or any other Guarantor of the Borrower Obligations for amounts paid
under this Guaranty shall be subordinated to (and no Guarantor shall assert same
unless and until) the repayment in full of all Loans, all interest thereon, and
all fees until 100 days after the date on which all Commitments have been
terminated and all Loans, interest, and fees have been paid in full. Each
Guarantor further agrees that nothing contained herein shall prevent the Lenders
from suing on the Notes or any of the other Credit Documents or foreclosing its
security interest in or Lien on any collateral, if any, securing the Borrower
Obligations or from exercising any other rights available to it under this
Credit Agreement, the Notes, any other of the Credit Documents, or any other
instrument of security, if any, and the exercise of any of the aforesaid rights
and the completion of any foreclosure proceedings shall not constitute a
discharge of any Guarantor's obligations hereunder; it being the purpose and
intent of each Guarantor that its obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances. Neither any
Guarantor's obligations under this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the
liability of the Borrower or by reason of the bankruptcy or insolvency of the
Borrower. Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Borrower Obligations and notice of or proof
of reliance of by the Administrative Agent or any Lender upon this Guaranty or
acceptance of this Guaranty. The Borrower Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon this Guaranty. All dealings
between the Borrower and any of the Guarantors, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon this
Guaranty.

                                       17
<PAGE>

         4.3      MODIFICATIONS.

         Each Guarantor agrees that (a) all or any part of the security now or
hereafter held for the Borrower Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) the Lenders shall not have any
obligation to protect, perfect, secure or insure any such security interests,
liens or encumbrances now or hereafter held, if any, for the Borrower
Obligations or the properties subject thereto; (c) the time or place of payment
of the Borrower Obligations may be changed or extended, in whole or in part, to
a time certain or otherwise, and may be renewed or accelerated, in whole or in
part; (d) the Borrower and any other party liable for payment under the Credit
Documents may be granted indulgences generally or be released; (e) any of the
provisions of the Notes or any of the other Credit Documents may be modified,
amended or waived in accordance with Section 9.6; and (f) any deposit balance
for the credit of the Borrower or any other party liable for the payment of the
Borrower Obligations or liable upon any security therefor may be released, in
whole or in part, at, before or after the stated, extended or accelerated
maturity of the Borrower Obligations, all without notice to or further assent by
such Guarantor, which shall remain bound thereon, notwithstanding any such
exchange, compromise, surrender, extension, renewal, acceleration, modification,
indulgence or release.

         4.4      WAIVER OF RIGHTS.

         Each Guarantor expressly waives to the fullest extent permitted by
applicable law: (a) notice of acceptance of this Guaranty by the Lenders and of
all Extensions of Credit to the Borrower by the Lenders; (b) presentment and
demand for payment or performance of any of the Borrower Obligations; (c)
protest and notice of dishonor or of default (except as specifically required in
the Credit Agreement) with respect to the Borrower Obligations or with respect
to any security therefor; (d) notice of the Lenders obtaining, amending,
substituting for, releasing, waiving or modifying any security interest, lien or
encumbrance, if any, hereafter securing the Borrower Obligations, or the
Lenders' subordinating, compromising, discharging or releasing such security
interests, liens or encumbrances, if any; (e) all other notices to which such
Guarantor might otherwise be entitled; and (f) demand for payment under this
Guaranty.

         4.5      REINSTATEMENT.

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that, on or before 100 days
following the date on which all Commitments have been terminated, and all Loans,
interest and fees have been paid, for any reason any payment by or on behalf of
any Person in respect of the Borrower Obligations is rescinded or must be
otherwise restored by any holder of any of the Borrower Obligations, whether as
a result of any proceedings in bankruptcy or reorganization or otherwise, and
each Guarantor agrees that it will indemnify the Administrative Agent and each
Lender on demand for all reasonable costs and expenses (including, without
limitation, reasonable fees of counsel) incurred by the Administrative Agent or
such Lender in connection with such rescission or restoration, including any
such costs and expenses incurred in defending against any claim alleging that
such payment constituted a preference, fraudulent transfer or similar payment
under any bankruptcy, insolvency or similar law.

         4.6      REMEDIES.

         The Guarantors agree that, as between the Guarantors, on the one hand,
and the Administrative Agent and the Lenders, on the other hand, the Borrower
Obligations may be declared to be forthwith due and payable as provided in
Section 7.2 (and shall be deemed to have become automatically due and payable in
the circumstances provided in Section 7.2) notwithstanding any stay, injunction
or other prohibition preventing such declaration (or preventing such Borrower
Obligations from becoming automatically due and payable) as against any other
Person (including any other Guarantor) and that, in the event of such
declaration (or such Borrower Obligations being deemed to have become
automatically due and payable), such Borrower Obligations (whether or not due
and payable by any other Person) shall forthwith become due and payable by the
Guarantors.

         4.7      LIMITATION OF GUARANTY.

                  (a) Each Guarantor acknowledges the benefits that it and its
         Subsidiaries derive or may derive from the Extensions of Credit to be
         obtained from time to time by the Borrower (including, without
         limitation, the availability of funds for the purposes set forth in
         Section 7.10 of the Incorporated Covenants), and recognizes that such
         Guarantor's guarantee is a condition to the willingness of the Lenders
         to make such Extensions of Credit available under this Credit
         Agreement. Accordingly, each Guarantor makes its guarantee available to
         the Lenders and the Administrative Agent in consideration of these
         premises and other good and valuable consideration, the receipt and
         sufficiency of which are hereby acknowledged. Furthermore, each
         Guarantor and by its acceptance of hereof, the Administrative Agent and
         each other Lender, hereby confirms that it is the intention of all such
         parties that this Section 4 not constitute a fraudulent transfer or
         conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
         Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
         federal or state law to the extent applicable to this Section 4. To
         effectuate the foregoing intention, the Administrative Agent, the other
         Lenders and the Guarantors hereby irrevocably agree that, subject to
         the following sentence, the obligations of each Guarantor and such
         Guarantor's Subsidiaries under this Section 4 and, without duplication,
         under any Collateral Document and any other Credit Document to which
         such Guarantor is a party, shall not, in the aggregate, exceed the
         greater of (i) the net benefit realized by such Guarantor and

                                       18
<PAGE>
         its Subsidiaries, taken as a whole, from the proceeds of the Loans made
         from time to time by the Borrower to the Guarantor or any Subsidiary of
         the Guarantor and (ii) 95% of the Adjusted Net Assets of such Guarantor
         from time to time following the Closing Date (or, if such Guarantor has
         executed and delivered a Joinder Agreement, the date of execution of
         such Joinder Agreement). If a Person has several capacities (one of
         which is Guarantor, the other of which is Subsidiary of one or more
         Guarantors), then, for purposes of the preceding sentence, the
         limitation on the obligations of such Person and its Subsidiaries shall
         be calculated, in accordance with the preceding sentence, for each such
         capacity of such Person, and such obligations shall not exceed the
         lowest result of such calculations. "Adjusted Net Assets" of any
         Guarantor with respect to any payment by such Guarantor at any date
         means the lesser of (x) the amount by which the fair value of the
         property of the Guarantor at such date (including, without limitation,
         goodwill and the rights and property of such Guarantor incurred
         pursuant to Section 4.8 in conjunction with prior payments under this
         Section 4) exceeds the total amount of liabilities (including, without
         limitation, contingent liabilities and, in conjunction with prior
         payments made under this Section 4, liabilities incurred by such
         Guarantor pursuant to Section 4.8, but excluding all other liabilities
         under this Section 4) of the Guarantor at such date and (y) the amount
         by which the present fair salable value of the assets of the Guarantor
         at such date (including, without limitation, goodwill and the rights
         and property of such Guarantor incurred pursuant to Section 4.8 in
         conjunction with prior payments under this Section 4) exceeds the
         amount that will be required to pay the probable liability of the
         Guarantor on its debts (including liabilities incurred by such
         Guarantor pursuant to Section 4.8 in conjunction with prior payments
         under this Section 4 but excluding all other debt in respect of this
         Section 4), as they become absolute and matured.

                  (b) Notwithstanding any provision to the contrary contained
         herein or in any of the other Credit Documents, to the extent the
         obligations of any Guarantor shall be adjudicated to be invalid or
         unenforceable for any reason (including, without limitation, because of
         any applicable state or federal law relating to fraudulent conveyances
         or transfers), then the obligations of such Guarantor hereunder shall
         be limited to the maximum amount that is permissible under applicable
         law (whether federal or state and including, without limitation, the
         Bankruptcy Code).

         4.8      RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
next sentence hereof), pay to such Excess Funding Guarantor an amount equal to
such Guarantor's Pro Rata Share (as defined below and determined, for this
purpose, without reference to the properties, assets, liabilities and debts of
such Excess Funding Guarantor) of such Excess Payment (as defined below). The
payment obligation of any Guarantor to any Excess Funding Guarantor under this
Section 4.8 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor to the extent and until
such time as set forth in the third sentence of Section 4.2, and until such time
such Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess. For purposes hereof, (i) "EXCESS FUNDING GUARANTOR"
shall mean, in respect of any obligations arising under the other provisions of
this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has
made an Excess Payment; (ii) "EXCESS PAYMENT" shall mean, in respect of any
Guaranteed Obligations, the amount paid by a Guarantor in excess of the sum of
(A) the lesser of its Pro Rata Share of such Guaranteed Obligations and the
maximum amount that such Guarantor is required to pay in respect of such
obligations pursuant to Section 4.7; and (B) the aggregate amount of payments
made by the Borrower to such Guarantor in respect of such Guaranteed Obligations
in accordance with the third sentence of Section 4.2 and (iii) "PRO RATA SHARE",
in respect of any determination for the purposes of this Section 4.8, shall
mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the amount
by which the aggregate present fair saleable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (b) the amount by
which the aggregate present fair saleable value of all assets and other
properties of the Borrower and all of the Guarantors exceeds the amount of all
of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Borrower and the
Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the
time of such determination.

         4.9      RELEASE OF GUARANTOR.

         If any of the Guarantors shall cease to be a Subsidiary of the Borrower
for any reason subject to and in accordance with the terms of the Credit
Agreement, then such Guarantor shall, automatically and without any further
action on the part of any party to any Credit Document, and upon notice to the
Administrative Agent, be fully released and discharged from all its liabilities
and obligations under or in respect of the Credit Documents to which such
Guarantor is a party (other than liabilities and obligations resulting from a
demand on such Guarantor's Guaranty pursuant to Section 9.2) and, promptly upon
the request of the Borrower and at the expense of the Borrower, the
Administrative Agent shall execute such documents and take such other action as
is reasonably requested by the Borrower to evidence the release and discharge of
such Guarantor from all such liabilities and obligations and shall, if
applicable, certify to the Borrower that such Guarantor has no liabilities or
obligations resulting from a demand on such Guarantor's Guaranty pursuant to
Section 9.2.

                                       19
<PAGE>
         In the event the Borrower or any of its Subsidiaries intends to sell,
transfer or otherwise dispose of the capital stock of any Subsidiary (subject to
and in accordance with the terms of the Credit Agreement) whose capital stock
has been pledged and delivered to the Administrative Agent pursuant to a Pledge
Agreement, upon notice thereof to the Administrative Agent, the Administrative
Agent shall promptly deliver to the Borrower such capital stock (pursuant to an
escrow arrangement acceptable to the Administrative Agent), and, effective upon
such sale, transfer or disposition, the Liens imposed by or under the Credit
Agreement and the Pledge Agreement on such capital stock shall automatically and
without any further action on the part of any party to any Credit Documents, be
fully released and discharged. Promptly upon the request of the Borrower and at
the expense of the Borrower, the Administrative Agent shall execute such
documents and take such other actions as is reasonably requested by the Borrower
to evidence the release and discharge of any such Lien.

         In the event the Borrower or any of its Subsidiaries intends to sell,
transfer or otherwise dispose of the capital stock of any Guarantor (subject to
and in accordance with the terms of the Credit Agreement) which has executed and
delivered a Collateral Assignment of Notes to the Administrative Agent, upon
notice thereof to the Administrative Agent, the Administrative Agent shall
promptly deliver to the Borrower the applicable promissory notes (pursuant to an
escrow arrangement acceptable to the Administrative Agent), and, effective upon
such sale, transfer or disposition, the Liens imposed by or under the Credit
Agreement and the Collateral Assignment of Notes on such notes shall
automatically and without any further action on the part of any party to any
Credit Documents, be fully released and discharged. Promptly upon the request of
the Borrower and at the expense of the Borrower, the Administrative Agent shall
execute such documents and take such other actions as is reasonably requested by
the Borrower to evidence the release and discharge of any such Lien.

         To the extent any of the provisions of this Section 4.9 are
inconsistent with any of the provisions of Section 7.12 or Section 7.15 of the
Incorporated Covenants, the provisions of this Section 4.9 shall govern.

                                    SECTION 5

                              CONDITIONS PRECEDENT

         5.1      CLOSING CONDITIONS.

         The obligation of the Lenders to enter into this Credit Agreement and
make the initial Extension of Credit is subject to satisfaction of the following
conditions:

                  (a) EXECUTED CREDIT DOCUMENTS. Receipt by the Administrative
         Agent of duly executed copies of each of the following required to be
         effective on the Effective Date: (i) this Credit Agreement; (ii) the
         Notes, (iii) the Collateral Documents, (iv) the Intercreditor Agreement
         and (v) all other Credit Documents, each in form and substance
         reasonably acceptable to the Administrative Agent in its sole
         discretion.

                  (b) CORPORATE AND PARTNERSHIP DOCUMENTS. Receipt by the
         Administrative Agent of the following:

                           (i) CHARTER DOCUMENTS. Either (A) copies of the
                  articles or certificates of incorporation or other charter
                  documents of each Credit Party that is a corporation certified
                  to be true and complete as of a recent date by the appropriate
                  Governmental Authority of the state or other jurisdiction of
                  its incorporation and certified by a secretary or assistant
                  secretary of such Credit Party to be true and correct as of
                  the Effective Date or (B) a copy of the partnership agreement
                  of each Credit Party that is a partnership certified by its
                  general partner to be true and correct and a copy of the
                  certificate of limited partnership of each Credit Party that
                  is a partnership certified to be true and complete by the
                  appropriate Governmental Authority of the state or other
                  jurisdiction of its formation and certified by a secretary or
                  assistant secretary of such Credit Party to be true and
                  correct as of the Effective Date.

                           (ii) BYLAWS. A copy of the bylaws of each Credit
                  Party that is a corporation certified by a secretary or
                  assistant secretary of such Credit Party to be true and
                  correct as of the Effective Date.

                           (iii) RESOLUTIONS. Copies of resolutions of the Board
                  of Directors of each Credit Party (or its general partner, as
                  applicable) approving and adopting such Credit Documents to
                  which it is a party, the transactions contemplated therein and
                  authorizing execution and delivery thereof, certified by a
                  secretary or assistant secretary of such Credit Party (or its
                  general partner, as applicable) to be true and correct and in
                  force and effect as of the Effective Date.

                                       20
<PAGE>
                           (iv) GOOD STANDING. Copies of (A) certificates of
                  good standing, existence or its equivalent, as applicable,
                  with respect to each Credit Party (and its general partner, as
                  applicable) certified as of a recent date by the appropriate
                  Governmental Authorities of the state or other jurisdiction of
                  incorporation and each other jurisdiction in which the failure
                  to so qualify and be in good standing would have a Material
                  Adverse Effect on the business or operations of a Credit Party
                  in such jurisdiction and (B) to the extent available, a
                  certificate indicating payment of all corporate franchise
                  taxes certified as of a recent date by the appropriate
                  governmental taxing authorities.

                           (v) INCUMBENCY. An incumbency certificate of each
                  Credit Party (or its general partner, as applicable) certified
                  by a secretary or assistant secretary to be true and correct
                  as of the Effective Date.

                  (c) FINANCIAL STATEMENTS. Receipt by the Administrative Agent
         of all financial statements and other financial information required to
         be furnished by the Borrower prior to the Effective Date pursuant to
         Section 7.1 of the Incorporated Covenants.

                  (d) OPINION OF COUNSEL. Receipt by the Administrative Agent of
         an opinion, or opinions (which shall cover, among other things,
         authority, legality, validity, binding effect and enforceability of the
         Credit Documents and perfection of security interests), reasonably
         satisfactory to the Administrative Agent, addressed to the
         Administrative Agent and the Lenders and dated as of the Effective
         Date, from legal counsel to the Credit Parties.

                  (e) LIENS. The Administrative Agent shall have received
         evidence satisfactory to the Administrative Agent that no Liens are in
         effect except for Permitted Liens.

                  (f) MATERIAL ADVERSE EFFECT. There shall not have occurred a
         change since December 31, 1999 that has had or could reasonably be
         expected to have a Material Adverse Effect.

                  (g) LITIGATION. Except as disclosed on SCHEDULE 6.1 attached
         hereto, there shall not exist any action, suit, investigation or
         proceeding pending or threatened in any court or before any arbitrator
         or governmental authority against a Credit Party or any of their
         Subsidiaries that would have or would reasonably be expected to have a
         Material Adverse Effect.

                  (h) OFFICER'S CERTIFICATES. The Administrative Agent shall
         have received a certificate or certificates executed by the chief
         financial officer of the Borrower on behalf of the Borrower as of the
         Effective Date stating that (i) the Borrower and each of the Borrower's
         Subsidiaries are in compliance with all existing material financial
         obligations, (ii) no action, suit, investigation or proceeding is
         pending or threatened in any court or before any arbitrator or
         governmental instrumentality that purports to affect the Borrower, any
         of the Borrower's Subsidiaries or any transaction contemplated by the
         Credit Documents, if such action, suit, investigation or proceeding
         would have or would be reasonably expected to have a Material Adverse
         Effect, (iii) the financial statements and information delivered
         pursuant to Section 5.1(c) were prepared in good faith and using
         reasonable assumptions and (iv) immediately after giving effect to this
         Credit Agreement, the other Credit Documents and all the transactions
         contemplated therein to occur on such date, (A) each Credit Party is
         Solvent, (B) no Default or Event of Default has occurred and is
         continuing, (C) all representations and warranties contained herein and
         in the other Credit Documents are true and correct in all material
         respects, and (D) the Borrower is in compliance with each of the
         financial covenants set forth in Section 7.2 of the Incorporated
         Covenants.

                  (i) EXISTING FINANCIAL OBLIGATIONS. The Borrower and its
         Subsidiaries shall be in compliance with all existing financial
         obligations in all material respects.

                  (j) DISRUPTION OF FINANCIAL MARKETS. The absence of any
         disruption or adverse change in the financial or capital markets
         generally which the Administrative Agent, in its sole discretion, deems
         material in connection with the syndication of the credit facility
         evidenced by this Credit Agreement.

                  (k) FEES AND EXPENSES. Payment by the Credit Parties of all
         fees and expenses owed by them to the Lenders and the Administrative
         Agent, including, without limitation, payment to the Administrative
         Agent of the fees set forth in the Fee Letter.

                  (l) COLLATERAL. Receipt by the Administrative Agent of (i)
         except as specifically permitted pursuant to the terms of a Pledge
         Agreement, all stock certificates or other instruments evidencing the
         Voting Stock pledged pursuant to a Pledge Agreement, together with duly
         executed in blank stock powers attached thereto and (ii) all promissory
         notes evidencing loans from Credit Parties to Non-Material Domestic
         Subsidiaries together with duly executed endorsements attached thereto.

                                       21
<PAGE>
                  (m) THIRD AMENDMENT. Receipt by the Administrative Agent of
         duly executed counterparts to the Third Amendment to the Existing
         Credit Agreement from the Borrower, the Guarantors and the requisite
         lenders thereunder.

                  (n) OTHER. Receipt by the Administrative Agent of such other
         documents, instruments, agreements or information as reasonably and
         timely requested by the Administrative Agent.

         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         In addition to the conditions precedent stated elsewhere herein, the
Lenders shall not be obligated to make, continue or convert Loans unless:

                  (a) NOTICE. The Borrower shall have delivered (i) in the case
         of any new Revolving Loan, a Notice of Borrowing, duly executed and
         completed, by the time specified in Section 2.1 and (ii) in the case of
         any continuation or conversion of an existing Loan, a Notice of
         Continuation/Conversion by the time specified in Section 2.1(e);

                  (b) REPRESENTATIONS AND WARRANTIES. If the Borrower is
         requesting a new Loan (as opposed to a continuation or conversion of an
         existing Loan), the representations and warranties made in the Credit
         Documents are true and correct in all material respects at and as if
         made as of such date except to the extent they expressly relate to an
         earlier date;

                  (c) NO DEFAULT. No Default or Event of Default shall exist or
         be continuing either prior to or after giving effect thereto;

                  (d) AVAILABILITY. Immediately after giving effect to the
         making of a Revolving Loan (and the application of the proceeds
         thereof), the sum of the Revolving Loans outstanding shall not exceed
         the Revolving Committed Amount.

The delivery of each Notice of Borrowing shall constitute a representation and
warranty by the Borrower of the correctness of the matters specified in
subsections (b), (c) and (d) above and the delivery of each Notice of
Continuation/Conversion shall constitute a representation and warranty by the
Borrower of the correctness of the matters specified in subsections (c) and (d)
above.

                                    SECTION 6

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         6.1      INCORPORATION.

         The representations and warranties contained in Section 6 of the
Existing Credit Agreement as in effect on the Closing Date (the "INCORPORATED
REPRESENTATIONS"), the affirmative and negative covenants contained in Sections
7 and 8, respectively, of the Existing Credit Agreement as in effect on the
Closing Date (the "INCORPORATED COVENANTS") and all other relevant provisions of
the Existing Credit Agreement related thereto, including without limitation the
defined terms contained in Section 1 of the Existing Credit Agreement as in
effect on the Closing Date which are used in the Incorporated Representations
and the Incorporated Covenants (the "INCORPORATED TERMS") are incorporated
herein by reference to the same extent and with the same effect as if set forth
fully herein (except as the schedules referenced in the Incorporated
Representations, the Incorporated Covenants and the Incorporated Terms may be
modified or supplemented as set forth on SCHEDULE 6.1 attached hereto), shall be
deemed made or agreed to as of the date hereof, and shall inure to the benefit
of the Administrative Agent and the Lenders, without giving effect to any
waiver, amendment, modification or replacement of the Existing Credit Agreement
or any term or provision of the Incorporated Representations and Warranties, the
Incorporated Covenants or the Incorporated Terms occurring subsequent to the
Closing Date, except to the extent otherwise specifically provided in the
following provisions of this Section 6.1. The Credit Parties affirm and
represent and warrant to the Administrative Agent and the Lenders that the
Incorporated Representations are true and correct in all material respects as of
the date hereof (except for those which expressly relate to an earlier date and
those which are untrue solely as a result of a change permitted by the Existing
Credit Agreement) and covenant and agree that the Incorporated Covenants shall
be as binding on the Credit Parties as if set forth fully herein; PROVIDED that
(i) the Incorporated Representations and the Incorporated Covenants shall run in
favor of the Administrative Agent and the Lenders hereunder (rather than the
Administrative Agent and the Lenders under the Existing Credit Agreement as
literally provided in the Existing Credit Agreement), (ii) capitalized terms
used in the Incorporated Representations, the Incorporated Covenants and the
Incorporated Terms that are defined in both the Existing Credit Agreement and
this Credit Agreement shall have the meanings assigned to such terms in this
Credit Agreement, (iii) in the event of the amendment or modification of any of
the Incorporated Representations, Incorporated Covenants or Incorporated Terms
under the Existing Credit Agreement, the Incorporated Representations,
Incorporated Covenants and Incorporated Terms hereunder, as applicable, shall be
as in effect immediately prior to such amendment or modification, unless the
requisite Lenders hereunder consent to such amendment or modification in
accordance with the terms of Section 9.6 hereof and (iv) in the event that the
Existing Credit Agreement shall be refinanced, repaid, terminated or replaced by
another credit agreement, the Incorporated Representations, the Incorporated
Covenants and the Incorporated Terms shall not be affected thereby.

                                       22
<PAGE>
         6.2      ADDITIONAL REPRESENTATIONS.

         Notwithstanding the provisions of Section 6.16 of the Incorporated
Representations, the proceeds of the Loans shall be used by the Borrower solely
to provide for working capital, capital expenditures, acquisitions and other
lawful corporate purposes of the Borrower and its Subsidiaries.

         6.3      ADDITIONAL COVENANTS.

         (a) PURPOSES OF LOANS. Notwithstanding the provisions of Section 7.10
of the Incorporated Covenants, the proceeds of the Loans shall be used solely
for the purposes provided in Section 6.2 hereof.

         (b) ADDITIONAL CREDIT PARTIES. The Borrower will provide to the
Administrative Agent, for the benefit of the Lenders, a Joinder Agreement and
the other items required by Section 7.12 and Section 7.15 of the Incorporated
Covenants in the same form and from the same Material Domestic Subsidiaries or
Domestic Subsidiaries, as applicable, as required therein, except that such
Joinder Agreement and other items shall reflect that they are delivered to, and
run in favor of, the Administrative Agent and secure the Credit Party
Obligations.

                                    SECTION 7

                                EVENTS OF DEFAULT

         7.1      EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "EVENT OF DEFAULT"):

                  (a) PAYMENT. Any Credit Party shall default in the payment (i)
         when due of any principal of any of the Loans or (ii) within three days
         of when due of any interest on the Loans or any fees or other amounts
         owing hereunder, under any of the other Credit Documents or in
         connection herewith.

                  (b) REPRESENTATIONS. Any representation, warranty or statement
         made or deemed to be made by any Credit Party herein (including the
         Incorporated Representations), in any of the other Credit Documents, or
         in any statement or certificate delivered or required to be delivered
         pursuant hereto or thereto shall prove untrue in any material respect
         on the date as of which it was made or deemed to have been made.

                  (c) COVENANTS.  Any Credit Party shall:

                  (i)default in the due performance or observance of any term,
                  covenant or agreement contained in Sections 7.2 or 8.1 through
                  8.9 inclusive, in each case of the Incorporated Covenants; or

                  (ii)default in the due performance or observance by it of any
                  term, covenant or agreement contained in Section 7.1 of the
                  Incorporated Covenants and such default shall continue
                  unremedied for a period of five Business Days after the
                  earlier of an officer of the Borrower becoming aware of such
                  default or notice thereof given by the Administrative Agent;
                  or

                  (iii)default in the due performance or observance by it of any
                  term, covenant or agreement (other than those referred to in
                  subsections (a), (b) or (c)(i) or (ii) of this Section 7.1)
                  contained in this Credit Agreement (including the Incorporated
                  Covenants) and such default shall continue unremedied for a
                  period of at least 20 Business Days after notice thereof given
                  by the Administrative Agent.

                  (d) OTHER CREDIT DOCUMENTS. (i) Any Credit Party shall default
         in the due performance or observance of any term, covenant or agreement
         in any of the other Credit Documents and such default shall continue
         unremedied for a period of at least 20 Business Days after notice
         thereof given by the Administrative Agent, or (ii) any Credit Document
         shall fail to be in full force and effect or the Borrower shall so
         assert or any Credit Document shall fail to give the Administrative
         Agent and/or the Lenders the security interests, liens, rights, powers
         and privileges purported to be created thereby.

                  (e) GUARANTIES. The guaranty given by the Credit Parties
         hereunder or by any Additional Credit Party hereafter or any provision
         thereof shall cease to be in full force and effect, or any guarantor
         thereunder or any Person acting by or on behalf of such guarantor shall
         deny or disaffirm such Guarantor's obligations under such guaranty.

                                       23
<PAGE>
                  (f) BANKRUPTCY, ETC. The occurrence of any of the following
         with respect to the Borrower or any of its Material Subsidiaries (i) a
         court or governmental agency having jurisdiction in the premises shall
         enter a decree or order for relief in respect of the Borrower or any of
         its Material Subsidiaries in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appoint a receiver, liquidator, assignee, custodian, trustee,
         sequestrator or similar official of the Borrower or any of its Material
         Subsidiaries or for any substantial part of its property or ordering
         the winding up or liquidation of its affairs; or (ii) an involuntary
         case under any applicable bankruptcy, insolvency or other similar law
         now or hereafter in effect is commenced against the Borrower or any of
         its Material Subsidiaries and such petition remains unstayed and in
         effect for a period of 60 consecutive days; or (iii) the Borrower or
         any of its Material Subsidiaries shall commence a voluntary case under
         any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or consent to the entry of an order for relief in
         an involuntary case under any such law, or consent to the appointment
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator or similar official of such Person or any
         substantial part of its property or make any general assignment for the
         benefit of creditors; or (iv) the Borrower or any of its Material
         Subsidiaries shall admit in writing its inability to pay its debts
         generally as they become due or any action shall be taken by such
         Person in furtherance of any of the aforesaid purposes.

                  (g) DEFAULTS UNDER OTHER AGREEMENTS. With respect to any
         Indebtedness (other than Indebtedness outstanding under this Credit
         Agreement) of the Borrower or any of its Subsidiaries in an aggregate
         principal amount in excess of $10,000,000, (i) a Credit Party shall (A)
         default in any payment (beyond the applicable grace period with respect
         thereto, if any) with respect to any such Indebtedness, or (B) default
         (after giving effect to any applicable grace period) in the observance
         or performance relating to such Indebtedness or contained in any
         instrument or agreement evidencing, securing or relating thereto, or
         any other event or condition shall occur or condition exist, the effect
         of which default or other event or condition is to cause, or permit,
         the holder or holders of such Indebtedness (or trustee or agent on
         behalf of such holders) to cause (determined without regard to whether
         any notice or lapse of time is required) any such Indebtedness to
         become due prior to its stated maturity; or (ii) any such Indebtedness
         shall be declared due and payable, or required to be prepaid other than
         by a regularly scheduled required prepayment prior to the stated
         maturity thereof and such Indebtedness remains unpaid; or (iii) any
         such Indebtedness shall mature and remain unpaid.

                  (h) JUDGMENTS. One or more judgments, orders, or decrees shall
         be entered against any one or more of the Credit Parties involving a
         liability of $10,000,000 or more, in the aggregate, (to the extent not
         paid or covered by insurance provided by a carrier who has acknowledged
         coverage) and such judgments, orders or decrees (i) are the subject of
         any enforcement proceeding commenced by any creditor or (ii) shall
         continue unsatisfied, undischarged and unstayed for a period ending on
         the last day on which such judgment, order or decree becomes final and
         unappealable.

                  (i) ERISA. The occurrence of any of the following events or
         conditions: (A) any "accumulated funding deficiency," as such term is
         defined in Section 302 of ERISA and Section 412 of the Code, whether or
         not waived, shall exist with respect to any Plan, or any lien shall
         arise on the assets of the Borrower or any of its Subsidiaries or any
         ERISA Affiliate in favor of the PBGC or a Plan; (B) a Termination Event
         shall occur with respect to a Single Employer Plan, which is, in the
         reasonable opinion of the Administrative Agent, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA; (C) a
         Termination Event shall occur with respect to a Multiemployer Plan or
         Multiple Employer Plan, which is, in the reasonable opinion of the
         Administrative Agent, likely to result in (i) the termination of such
         Plan for purposes of Title IV of ERISA, or (ii) the Borrower or any of
         its Subsidiaries or any ERISA Affiliate incurring any liability in
         connection with a withdrawal from, reorganization of (within the
         meaning of Section 4241 of ERISA), or insolvency (within the meaning of
         Section 4245 of ERISA) of such Plan; or (D) any prohibited transaction
         (within the meaning of Section 406 of ERISA or Section 4975 of the
         Code) or breach of fiduciary responsibility shall occur which may
         subject the Borrower or any of its Subsidiaries or any ERISA Affiliate
         to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
         Section 4975 of the Code, or under any agreement or other instrument
         pursuant to which the Borrower or any of its Subsidiaries or any ERISA
         Affiliate has agreed or is required to indemnify any person against any
         such liability.

                  (j) OWNERSHIP.  There shall occur a Change of Control.

                  (k) EXISTING CREDIT AGREEMENT. There shall occur an Event of
         Default (as defined in the Existing Credit Agreement) under the
         Existing Credit Agreement.

         7.2      ACCELERATION; REMEDIES.

         Following the occurrence and during the continuance of an Event of
Default, the Administrative Agent shall, upon the request and direction of the
Required Lenders, by written notice to the Borrower, take any of the following
actions without prejudice to the rights of the Administrative Agent or any
Lender to enforce its claims against the Credit Parties, except as otherwise
specifically provided for herein:

                                       24
<PAGE>
                  (a) TERMINATION OF COMMITMENTS. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (b) ACCELERATION OF LOANS. Declare the unpaid principal of and
         any accrued interest in respect of all Loans and, without duplication,
         any and all other indebtedness or obligations of any and every kind
         then owing by a Credit Party to any of the Lenders hereunder to be due
         whereupon the same shall be immediately due and payable without
         presentment, demand, protest or other notice of any kind, all of which
         are hereby waived by the Credit Parties.

                  (c) ENFORCEMENT OF RIGHTS. Enforce any and all rights and
         interests created and existing under the Credit Documents, including,
         without limitation, all rights and remedies against a Guarantor, all
         rights under the Collateral Documents and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
7.1(f) shall occur, then the Commitments shall automatically terminate and all
Loans, all accrued and unpaid interest in respect thereof, all accrued and
unpaid fees and other indebtedness or obligations owing to the Lenders hereunder
shall immediately become due and payable without the giving of any notice or
other action by the Administrative Agent or the Lenders, which notice or other
action is expressly waived by the Credit Parties.

Notwithstanding the fact that enforcement powers reside primarily with the
Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate "creditor" holding
a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code
or any other insolvency statute.

         7.3      ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

         Notwithstanding any other provisions of this Credit Agreement, after
the occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Administrative Agent or any Lender on account of
amounts outstanding under any of the Credit Documents or collateral under the
Collateral Documents shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent in connection with enforcing the rights of
         the Lenders under the Credit Documents and any protective advances made
         by the Administrative Agent under or pursuant to the terms of the
         Collateral Documents;

                  SECOND, to payment of any fees owed to the Administrative
         Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses, (including, without limitation, reasonable attorneys'
         fees) of each of the Lenders in connection with enforcing its rights
         under the Credit Documents;

                  FOURTH, to the payment of all accrued fees and interest
         payable to the Lenders hereunder;

                  FIFTH, to the payment of the outstanding principal amount of
         the Loans, pro rata, as set forth below;

                  SIXTH, to all other obligations of the Credit Parties which
         shall have become due and payable under the Credit Documents and not
         repaid pursuant to clauses "FIRST" through "FIFTH" above; and

                  SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (b) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding Loans
held by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and
"SIXTH" above.

                                    SECTION 8

                                AGENCY PROVISIONS

         8.1      APPOINTMENT.

         Each Lender hereby designates and appoints Bank of America, N.A. as
Administrative Agent of such Lender to act as specified herein and the other
Credit Documents (including with respect to Bank of America, N.A. the right to
act as the collateral agent under the Collateral Documents), and each such
Lender hereby authorizes the Administrative Agent, as the agent for such Lender,
to take such action

                                       25
<PAGE>
on its behalf under the provisions of this Credit Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated by the terms hereof and of the other Credit Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere herein and in the other Credit Documents,
the Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein and therein, or any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Credit Agreement or any of
the other Credit Documents, or shall otherwise exist against the Administrative
Agent. The provisions of this Section are solely for the benefit of the
Administrative Agent and the Lenders and none of the Credit Parties shall have
any rights as a third party beneficiary of the provisions hereof. In performing
its functions and duties under this Credit Agreement and the other Credit
Documents, the Administrative Agent shall act solely as the Administrative Agent
of the Lenders and does not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for any Credit Party.

         8.2      DELEGATION OF DUTIES.

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

         8.3      EXCULPATORY PROVISIONS.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection herewith or in connection with any of the other Credit Documents
(except for its or such Person's own gross negligence or willful misconduct) or
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any of the Credit Parties contained herein
or in any of the other Credit Documents or in any certificate, report, document,
financial statement or other written or oral statement referred to or provided
for in, or received by the Administrative Agent under or in connection herewith
or in connection with the other Credit Documents, or enforceability or
sufficiency therefor of any of the other Credit Documents, or for any failure of
the Borrower to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be responsible to any Lender for the
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Credit Agreement, or any of the other Credit Documents or
for any representations, warranties, recitals or statements made herein or
therein or made by the Borrower or any Credit Party in any written or oral
statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Administrative Agent to the Lenders or by or on behalf
of the Credit Parties to the Administrative Agent or any Lender or be required
to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default or to inspect the properties, books
or records of the Credit Parties. The Administrative Agent is not a trustee for
the Lenders and owes no fiduciary duty to the Lenders.

         8.4      RELIANCE ON COMMUNICATIONS.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any of the Credit Parties, independent accountants and
other experts selected by the Administrative Agent with reasonable care). The
Administrative Agent may deem and treat the Lenders as the owner of its
interests hereunder for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent in accordance with Section 9.3(b). The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
or under any of the other Credit Documents unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder or under
any of the other Credit Documents in accordance with a request of the Required
Lenders (or to the extent specifically provided in Section 9.6, all the Lenders)
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders (including their successors and assigns).

                                       26
<PAGE>
         8.5      NOTICE OF DEFAULT.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has actual knowledge of such Default or Event of Default or
has received notice from a Lender or a Credit Party referring to the Credit
Document, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Administrative Agent
receives such a notice or has such actual knowledge, the Administrative Agent
shall give prompt notice thereof to the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders.

         8.6      NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

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

         8.7      INDEMNIFICATION.

         The Lenders agree to indemnify the Administrative Agent in its capacity
as such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitments (or if the Commitments have expired or been terminated, in
accordance with the respective principal amounts of outstanding Loans and
Participation Interest of the Lenders), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following payment in full of the
Credit Party Obligations) be imposed on, incurred by or asserted against the
Administrative Agent in its capacity as such in any way relating to or arising
out of this Credit Agreement or the other Credit Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; PROVIDED
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative
Agent, be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section shall survive the payment of the Credit Party Obligations and all other
amounts payable hereunder and under the other Credit Documents.

         8.8      ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower or
any other Credit Party as though the Administrative Agent were not the
Administrative Agent hereunder. With respect to the Loans made and all
obligations owing to it, the Administrative Agent shall have the same rights and
powers under this Credit Agreement as any Lender and may exercise the same as
though they were not the Administrative Agent, and the terms "Lender" and
"Lenders" shall include the Administrative Agent in its individual capacity.

         8.9      SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may, at any time, resign upon 20 days written
notice to the Lenders. Upon any such resignation, the Required Lenders shall,
subject to the consent of the Borrower in its sole discretion, have the right to
appoint a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Required Lenders, and shall have accepted
such appointment, within 45 days after the notice of resignation, then the
retiring Administrative Agent shall select a successor Administrative Agent
provided such successor is a Lender hereunder or qualifies as an Eligible
Assignee. Upon the acceptance of any appointment as the

                                       27
<PAGE>
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations as the
Administrative Agent, as appropriate, under this Credit Agreement and the other
Credit Documents and the provisions of this Section 8.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under this Credit Agreement.

         8.10     INTERCREDITOR AGREEMENT.

         The Lenders and the Administrative Agent acknowledge and agree that the
collateral pledged to the Administrative Agent, on behalf of the Lenders, by the
Credit Parties pursuant to the Collateral Documents shall also secure the
obligations of the Credit Parties under the Existing Credit Agreement and that
the Liens granted by the Credit Parties pursuant to the Collateral Documents and
the Liens granted by the Credit Parties in connection with the Existing Credit
Agreement shall rank pari passu. By execution hereof, each Lender hereby
acknowledges and agrees to be bound by the terms of the Intercreditor Agreement
and further authorizes and directs the Administrative Agent to enter into the
Intercreditor Agreement on its behalf.

                                    SECTION 9

                                  MISCELLANEOUS

         9.1      NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the same
has been delivered prepaid to a reputable national overnight air courier
service, or (d) the third Business Day following the day on which the same is
sent by certified or registered mail, postage prepaid, in each case to the
respective parties at the address or telecopy numbers set forth on SCHEDULE 9.1,
or at such other address as such party may specify by written notice to the
other parties hereto.

         9.2      RIGHT OF SET-OFF.

         In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default and the
commencement of remedies described in Section 7.2, then, to the extent permitted
by applicable law, each Lender is authorized at any time and from time to time,
without presentment, demand, protest or other notice of any kind (all of which
rights being hereby expressly waived), to set-off and to appropriate and apply
any and all deposits (general or special) and any other indebtedness at any time
held or owing by such Lender (including, without limitation, branches, agencies
or Affiliates of such Lender wherever located) to or for the credit or the
account of any Credit Party against obligations and liabilities of such Credit
Party to the Lenders hereunder, under the Notes, or the other Credit Documents,
irrespective of whether the Administrative Agent or the Lenders shall have made
any demand hereunder and although such obligations, liabilities or claims, or
any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon the occurrence of an Event of Default
even though such charge is made or entered on the books of such Lender
subsequent thereto; provided that promptly following any such set-off, such
Lender will provide written notice thereof to the Borrower.

         9.3      BENEFIT OF AGREEMENT.

                  (a) GENERALLY. This Credit Agreement shall be binding upon and
         inure to the benefit of and be enforceable by the respective successors
         and assigns of the parties hereto; PROVIDED that none of the Credit
         Parties may assign and transfer any of its interests (except as
         permitted by Section 8.4 or 8.5 of the Incorporated Covenants) without
         the prior written consent of the Lenders; and PROVIDED FURTHER that the
         rights of each Lender to transfer, assign or grant participations in
         its rights and/or obligations hereunder shall be limited as set forth
         below in subsections (b) and (c) of this Section 9.3. Notwithstanding
         the above (including anything set forth in subsections (b) and (c) of
         this Section 9.3), nothing herein shall restrict, prevent or prohibit
         any Lender from (A) pledging its Loans hereunder to a Federal Reserve
         Bank in support of borrowings made by such Lender from such Federal
         Reserve Bank, or (B) granting assignments or participations in such
         Lender's Loans and/or Commitments hereunder to its parent company
         and/or to any Affiliate of such Lender (provided that such parent
         company or Affiliate qualifies as an Eligible Assignee) or to any
         existing Lender; provided that, as of the date of such assignment or
         participation, such assignee or participant shall not be entitled to
         receive a greater payment under Section 3.13 than the assigning or
         participating Lender would be entitled to receive.

                  (b) ASSIGNMENTS. In addition to the assignments permitted by
         Section 9.3(a), each Lender may, with the prior written consent of the
         Borrower and the Administrative Agent (provided that no consent of the
         Borrower shall be required during

                                       28
<PAGE>
         the existence and continuation of an Event of Default), which consent
         shall not be unreasonably withheld or delayed, assign all or a portion
         of its rights and obligations hereunder pursuant to an assignment
         agreement substantially in the form of EXHIBIT 9.3 to one or more
         Eligible Assignees; PROVIDED that (i) any such assignment shall be in a
         minimum aggregate amount of $5,000,000 of the Commitments and in
         integral multiples of $1,000,000 above such amount (or the remaining
         amount of Commitments held by such Lender), (ii) each such assignment
         shall be of a constant, not varying, percentage of all of the assigning
         Lender's rights and obligations under the Commitment being assigned,
         (iii) each such assignment made as a result of a demand by the Borrower
         pursuant to Section 9.3(d) shall be arranged by the Borrower after
         consultation with the Administrative Agent and shall be either an
         assignment of all of the rights and obligations of the assigning Lender
         under this Credit Agreement or an assignment of a portion of such
         rights and obligations made concurrently with another such assignment
         or other such assignments that together cover all of the rights and
         obligations of the assigning Lender under this Credit Agreement, (iv)
         no Lender shall be obligated to make any such assignment as a result of
         a demand by the Borrower pursuant to Section 9.3(d) unless and until
         such Lender shall have received one or more payments from either the
         Borrower or one or more Eligible Assignees in an aggregate amount at
         least equal to the aggregate outstanding principal amount of the
         Revolving Loans owing to such Lender, together with accrued interest
         thereon, to the date of payment of such principal amount and all other
         amounts payable to such Lender under this Credit Agreement and (v) the
         Borrower shall be entitled to withhold its consent if an assignment
         would result in greater payments under Sections 3.9, 3.11, or 3.13. Any
         assignment hereunder (including, but not limited to, any assignment by
         a Lender to another Lender) shall be effective upon satisfaction of the
         conditions set forth above and delivery to the Administrative Agent of
         a duly executed assignment agreement, in substantially the form of
         EXHIBIT 9.3, together with a transfer fee of $3,500 payable to the
         Administrative Agent for its own account. Upon the effectiveness of any
         such assignment, the assignee shall become a "Lender" for all purposes
         of this Credit Agreement and the other Credit Documents and, to the
         extent of such assignment, the assigning Lender shall be relieved of
         its obligations hereunder to the extent of the Loans and Commitment
         components being assigned. Along such lines the Borrower agrees that
         upon notice of any such assignment and surrender of the appropriate
         Note or Notes, it will promptly provide to the assigning Lender and to
         the assignee separate promissory notes in the amount of their
         respective interests substantially in the form of the original Note or
         Notes (but with notation thereon that it is given in substitution for
         and replacement of the original Note or Notes or any replacement notes
         thereof).

         By executing and delivering an assignment agreement in accordance with
         this Section 9.3(b), the assigning Lender thereunder and the assignee
         thereunder shall be deemed to confirm to and agree with each other and
         the other parties hereto as follows: (i) such assigning Lender warrants
         that it is the legal and beneficial owner of the interest being
         assigned thereby free and clear of any adverse claim and the assignee
         warrants that it is an Eligible Assignee; (ii) except as set forth in
         clause (i) above, such assigning Lender makes no representation or
         warranty and assumes no responsibility with respect to any statements,
         warranties or representations made in or in connection with this Credit
         Agreement, any of the other Credit Documents or any other instrument or
         document furnished pursuant hereto or thereto, or the execution,
         legality, validity, enforceability, genuineness, sufficiency or value
         of this Credit Agreement, any of the other Credit Documents or any
         other instrument or document furnished pursuant hereto or thereto or
         the financial condition of any Credit Party or the performance or
         observance by any Credit Party of any of its obligations under this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto; (iii) such
         assignee represents and warrants that it is legally authorized to enter
         into such assignment agreement; (iv) such assignee confirms that it has
         received a copy of this Credit Agreement, the other Credit Documents
         and such other documents and information as it has deemed appropriate
         to make its own credit analysis and decision to enter into such
         assignment agreement; (v) such assignee will independently and without
         reliance upon the Administrative Agent, such assigning Lender or any
         other Lender, and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under this Credit Agreement and the
         other Credit Documents; (vi) such assignee appoints and authorizes the
         Administrative Agent to take such action on its behalf and to exercise
         such powers under this Credit Agreement or any other Credit Document as
         are delegated to the Administrative Agent by the terms hereof or
         thereof, together with such powers as are reasonably incidental
         thereto; and (vii) such assignee agrees that it will perform in
         accordance with their terms all the obligations which by the terms of
         this Credit Agreement and the other Credit Documents are required to be
         performed by it as a Lender.

                  (c) PARTICIPATIONS. Each Lender may sell, transfer, grant or
         assign participations in all or any part of such Lender's interests and
         obligations hereunder; PROVIDED that (i) such selling Lender shall
         remain a "Lender" for all purposes under this Credit Agreement (such
         selling Lender's obligations under the Credit Documents remaining
         unchanged) and the participant shall not constitute a Lender hereunder,
         (ii) no such participant shall have, or be granted, rights to approve
         any amendment or waiver relating to this Credit Agreement or the other
         Credit Documents except to the extent any such amendment or waiver
         would (A) reduce the principal of or rate of interest on or fees in
         respect of any Loans in which the participant is participating or
         increase any Commitments with respect thereto, (B) postpone the date
         fixed for any payment of principal (including the extension of the
         final maturity of any Loan or the date of any mandatory prepayment),
         interest or fees in which the participant is participating, or (C)
         release all or substantially all of the collateral or guaranties
         (except as expressly provided in the Credit Documents) supporting any
         of the Loans or Commitments in which the participant is participating,
         (iii) sub-participations by the participant (except to an Affiliate,
         parent company or Affiliate of a parent company of the participant)
         shall be prohibited and (iv) any such participations shall be in a
         minimum aggregate amount of $10,000,000 of the Commitments and in
         integral multiples of $1,000,000 in excess

                                       29
<PAGE>
         thereof. In the case of any such participation, the participant shall
         not have any rights under this Credit Agreement or the other Credit
         Documents (the participant's rights against the selling Lender in
         respect of such participation to be those set forth in the
         participation agreement with such Lender creating such participation)
         and all amounts payable by the Borrower hereunder shall be determined
         as if such Lender had not sold such participation; PROVIDED, however,
         that such participant shall be entitled to receive additional amounts
         under Sections 3.9, 3.12, 3.13 and 3.14 to the same extent that the
         Lender from which such participant acquired its participation would be
         entitled to the benefit of such cost protection provisions.

                  (d) RIGHT TO PURCHASE COMMITMENTS; RIGHT TO CAUSE AN
         ASSIGNMENT. Each Lender grants (i) to the Administrative Agent the
         right to purchase all (but not less than all) of such Lender's
         Commitments and Revolving Loans owing to it and the Notes held by it
         and all of its rights and obligations hereunder and under the other
         Credit Documents at a price equal to the aggregate amount of
         outstanding Revolving Loans owed to such Lender (together with all
         accrued and unpaid interest and fees and other amounts owing to such
         Lender), and (ii) to the Borrower the right to cause an assignment of
         all (but not less than all) of such Lender's Commitment and Revolving
         Loans owing to it and the Notes held by it and all of its rights and
         obligations hereunder and under the other Credit Documents, which right
         may be exercised by the Administrative Agent or the Borrower, as the
         case may be, if (A) such Lender refuses to execute any amendment,
         waiver or consent which requires the written consent of all of the
         Lenders and to which the Required Lenders, the Administrative Agent and
         the Borrower have agreed, (B) such Lender has delivered a notice or
         certificate pursuant to Section 3.9 or 3.11 or if the Borrower in
         connection therewith or for any other reason is required to deduct or
         withhold any tax, levy, impost, charge, assessment or similar item from
         any amount payable to or for such Lender hereunder, (C) the Borrower
         has knowledge or facts, events or circumstances which are reasonably
         likely to entitle such Lender to deliver a certificate pursuant to
         Section 3.9 or 3.11 and such Lender is unwilling or unable to take
         action to eliminate or avoid its delivery of such a certificate, (D)
         any Non-Excluded Taxes have been or are reasonably likely to be imposed
         on such Lender, (E) such Lender is unable or unwilling to complete or
         deliver any form required to be delivered by it pursuant to Section
         3.13, (F) such Lender has received or is reasonably likely to receive a
         notice or written communication as described in Section 3.13(f), (G)
         such Lender shall have become subject to any receivership,
         conservatorship or other insolvency proceeding, (H) the Eurocurrency
         Reserve Percentage with respect to such Lender's Eurocurrency Loans is,
         or would be reasonably likely to become with any incurrence of
         Eurocurrency Loans, greater than zero, or (I) such Lender shall be a
         Defaulting Lender. Each Lender agrees that if the Administrative Agent
         or the Borrower, as the case may be, exercises its option hereunder, it
         shall promptly execute and deliver all agreements and documentation
         necessary to effectuate such assignment as set forth in Section 9.3(b).

         9.4      NO WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Borrower or any Credit
Party and the Administrative Agent or any Lender shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights and remedies provided herein are cumulative
and not exclusive of any rights or remedies which the Administrative Agent or
any Lender would otherwise have. No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

         9.5      PAYMENT OF EXPENSES; INDEMNIFICATION.

         The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs
and expenses of (i) the Administrative Agent and Banc of America Securities LLC
("BAS") in connection with (A) the negotiation, preparation, execution and
delivery and administration of this Credit Agreement and the other Credit
Documents and the documents and instruments referred to therein (including,
without limitation, the reasonable fees and expenses of Moore & Van Allen,
special counsel to the Administrative Agent and the fees and expenses of counsel
for the Administrative Agent in connection with collateral issues), and (B) any
amendment, waiver or consent relating hereto and thereto including, but not
limited to, any such amendments, waivers or consents resulting from or related
to any work-out, renegotiation or restructure relating to the performance by the
Credit Parties under this Credit Agreement and (ii) the Administrative Agent and
the Lenders in connection with (A) enforcement of the Credit Documents and the
documents and instruments referred to therein, including, without limitation, in
connection with any such enforcement, the reasonable fees and disbursements of
counsel for the Administrative Agent and each of the Lenders (including the
allocated costs of in-house counsel), and (B) any bankruptcy or insolvency
proceeding of the Borrower or a Material Subsidiary and (b) indemnify the
Administrative Agent, BAS and each Lender, its officers, directors, employees,
representatives and Administrative Agent from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses incurred by
any of them as a result of, or arising out of, or in any way related to, or by
reason of, any investigation, litigation or other proceeding (whether or not the
Administrative Agent, BAS or Lender is a party thereto) related to (i) the
entering into and/or performance of any Credit Document or the use of proceeds
of any Loans (including other extensions of credit) hereunder or the
consummation of any other transactions contemplated in any Credit Document,
including, without limitation, the reasonable fees and disbursements of counsel
and settlement costs incurred in connection with any such investigation,
litigation or other proceeding (but

                                       30
<PAGE>
excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of gross negligence or willful misconduct on the part
of the Person to be indemnified), (ii) any Environmental Claim and (iii) any
claims for Non-Excluded Taxes.

         9.6      AMENDMENTS, WAIVERS AND CONSENTS.

         In order for any amendment, change, waiver, discharge or termination of
this Credit Agreement or any of the other Credit Documents to be binding on the
Lenders and the Credit Parties, such amendment, change, waiver, discharge or
termination must be in writing and signed by the Required Lenders and the then
Credit Parties; PROVIDED that to be binding no such amendment, change, waiver,
discharge or termination shall:

                  (a) extend the Revolving Loan Maturity Date without the
         consent of all the Lenders, or postpone or extend the time for any
         payment or prepayment of principal to any Lender without the consent of
         such Lender;

                  (b) reduce the rate (other than as a result of waiving the
         applicability of any post-default increase in interest rates) or extend
         the time of payment of interest on any Loan made by, or any fees
         hereunder for the account of, any Lender without the consent of such
         Lender;

                  (c) reduce or waive the principal amount of any Loan made by
         any Lender without the consent of such Lender;

                  (d) increase or extend the Commitment of a Lender over the
         amount thereof in effect without the consent of such Lender (it being
         understood and agreed that a waiver of any Default or Event of Default
         or a waiver of any mandatory reduction in the Commitments shall not
         constitute an increase in the Commitment of any Lender);

                  (e) except as otherwise permitted in this Credit Agreement or
         the Collateral Documents, release the Borrower or substantially all of
         the other Credit Parties from their respective obligations under the
         Credit Documents or release all or substantially all of the collateral
         pledged under the Collateral Documents without the consent of all the
         Lenders;

                  (f) amend, modify or waive any provision of this Section or
         Section 3.4(a), 3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14,
         7.1(a), 9.2, 9.3 or 9.5 without the consent of all the Lenders;

                  (g) reduce any percentage specified in, or otherwise modify,
         the definition of Required Lenders without the consent of all the
         Lenders; or

                  (h) consent to the assignment or transfer by the Borrower or
         of any of its rights and obligations under (or in respect of) the
         Credit Documents except as permitted under Section 8.4 of the
         Incorporated Covenants without the consent of all the Lenders.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any reorganization plan that affects the Loans, and each
Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code supersedes the unanimous consent provisions set forth herein and (y) the
Required Lenders may consent to allow a Credit Party to use cash collateral in
the context of a bankruptcy or insolvency proceeding.

         9.7      COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which where so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. Delivery of an executed
counterpart by telecopy shall be as effective as delivery of a manually executed
counterpart hereto and shall constitute a representation that an original
executed counterpart will be provided. It shall not be necessary in making proof
of this Credit Agreement to produce or account for more than one such
counterpart.

         9.8      HEADINGS.

         The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

         9.9      DEFAULTING LENDER.

         Each Lender understands and agrees that if such Lender is a Defaulting
Lender then notwithstanding the provisions of Section 9.6 it shall not be
entitled to vote on any matter requiring the consent of the Required Lenders or
to object to any matter requiring the consent of

                                       31
<PAGE>
all the Lenders; provided, however, that all other benefits and obligations
under the Credit Documents shall apply to such Defaulting Lender.

         9.10     SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND
WARRANTIES.

         All indemnities set forth herein and all representations and warranties
made herein shall survive the execution and delivery of this Credit Agreement,
the making of the Loans and the repayment of the Loans and other obligations and
the termination of the Commitments hereunder. No representation or warranty made
or deemed made as of any date pursuant to any Section or subsection of this
Credit Agreement or any other Credit Document, or any other document,
certificate or statement delivered in connection therewith, shall be deemed by
reason of this Section 9.10 to have been made or deemed made as of any other
date.

         9.11     GOVERNING LAW.

         THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         9.12     WAIVER OF JURY TRIAL.

         EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

         9.13     TIME.

         All references to time herein shall be references to Eastern Standard
Time or Eastern Daylight time, as the case may be, unless specified otherwise.

         9.14     SEVERABILITY.

         If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

         9.15     ENTIRETY.

         This Credit Agreement together with the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.

         9.16     BINDING EFFECT.

         This Credit Agreement shall become effective at such time when all of
the conditions set forth in Section 5.1 have been satisfied or waived by the
Lenders and it shall have been executed by the Borrower, the Guarantors and the
Administrative Agent, and the Administrative Agent shall have received copies
hereof (telefaxed or otherwise) which, when taken together, bear the signatures
of each Lender, and thereafter this Credit Agreement shall be binding upon and
inure to the benefit of the Borrower, the Guarantors, the Administrative Agent
and each Lender and their respective successors and assigns.

                                       32
<PAGE>
         9.17     CONFIDENTIALITY.

         Each Lender agrees that it will use its reasonable best efforts to keep
confidential and to cause any representative designated under Section 7.11 of
the Incorporated Covenants to keep confidential any non-public information from
time to time supplied to it under any Credit Document; PROVIDED, HOWEVER, that
nothing herein shall prevent the disclosure of any such information to (a) the
extent a Lender in good faith believes such disclosure is required by
Requirement of Law, (b) counsel for a Lender or to its accountants, (c) bank
examiners or auditors or comparable Persons, (d) any affiliate of a Lender, (e)
any other Lender, or any assignee, transferee or participant, or any potential
assignee, transferee or participant, of all or any portion of any Lender's
rights under this Agreement who is notified of the confidential nature of the
information or (f) any other Person in connection with any litigation to which
any one or more of the Lenders is a party; and PROVIDED FURTHER that no Lender
shall have any obligation under this Section 9.17 to the extent any such
information becomes available on a non-confidential basis from a source other
than a Credit Party or that any information becomes publicly available other
than by a breach of this Section 9.17.

                                       33
<PAGE>
         Each of the parties hereto has caused a counterpart of this Credit
Agreement to be duly executed and delivered as of the date first above written.

BORROWER:                  COVANCE INC.,
                           a Delaware corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

GUARANTORS:                COVANCE PERIAPPROVAL SERVICES INC., a
                           Delaware corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           COVANCE PHARMACEUTICAL PACKAGING
                           SERVICES INC., a Pennsylvania corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           COVANCE LABORATORIES INC.,
                           a Delaware corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           COVANCE RESEARCH PRODUCTS INC.,
                           a Pennsylvania corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           COVANCE CENTRAL LABORATORY SERVICES
                           LIMITED PARTNERSHIP, an Indiana limited
                           partnership

                           By:      Covance Central Laboratory Services Inc., a
                                    Delaware corporation, its General Partner

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------
<PAGE>
                           COVANCE PRECLINICAL CORPORATION,
                           a Washington corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           COVANCE CENTRAL LABORATORY SERVICES
                           INC., a Delaware corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           COVANCE BIOTECHNOLOGY SERVICES
                           INC., a Delaware corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           CJB INC.,
                           a Delaware corporation

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

LENDERS:

                           BANK OF AMERICA, N.A.,
                           individually in its capacity as a
                           Lender and in its capacity as Administrative Agent

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           WACHOVIA BANK, N.A.,

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           BARCLAYS BANK PLC

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------
<PAGE>
                           THE FUJI BANK, LIMITED

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------

                           BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                           By:
                              -----------------------------------------
                           Name:
                                ---------------------------------------
                           Title:
                                 --------------------------------------