<PAGE>

                                                                    EXHIBIT 10.1

                                CREDIT AGREEMENT

                           Dated as of October 5, 2001

                                      among

                              MILLIPORE CORPORATION

                                       and

                          CERTAIN OF ITS SUBSIDIARIES,

                            THE LENDERS NAMED HEREIN,

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                               ABN AMRO BANK N.V.,
                              as Syndication Agent

                                       and

                 THE BANK OF TOKYO-MITSUBISHI, LTD., NY BRANCH,
                             as Documentation Agent

                                  Arranged by:

                         BANC OF AMERICA SECURITIES LLC,
                  as Joint Lead Arranger and Sole Book Manager

                                       and

                               ABN AMRO BANK N.V.,
                             as Joint Lead Arranger
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

SECTION 1 DEFINITIONS..........................................................1
     1.1    Definitions........................................................1
     1.2    Computation of Time Periods.......................................20
     1.3    Accounting Terms..................................................20

SECTION 2 CREDIT FACILITIES...................................................20
     2.1    Commitments.......................................................20
     2.2    Method of Borrowing...............................................22
     2.3    Interest..........................................................23
     2.4    Repayment.........................................................23
     2.5    Notes.............................................................23
     2.6    Additional Provisions relating to Letters of Credit...............23
     2.7    Additional Provisions relating to Swingline Loans.................27

SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES......................28
     3.1    Default Rate......................................................28
     3.2    Continuation and Conversion.......................................28
     3.3    Prepayments.......................................................29
     3.4    Reduction and Termination of Commitments..........................30
     3.5    Fees..............................................................30
     3.6    Capital Adequacy..................................................31
     3.7    Limitation on Eurocurrency Loans..................................31
     3.8    Illegality........................................................32
     3.9    Requirements of Law...............................................32
     3.10   Treatment of Affected Loans.......................................33
     3.11   Taxes.............................................................33
     3.12   Funding Losses....................................................35
     3.13   Pro Rata Treatment................................................35
     3.14   Sharing of Payments...............................................36
     3.15   Payments, Computations, etc.......................................37
     3.16   Evidence of Debt..................................................38

SECTION 4 GUARANTY............................................................39
     4.1    The Guaranty......................................................39
     4.2    Obligations Unconditional.........................................39
     4.3    Reinstatement.....................................................40
     4.4    Certain Additional Waivers........................................41
     4.5    Remedies..........................................................41
     4.6    Rights of Contribution............................................41
     4.7    Guarantee of Payment; Continuing Guarantee........................42

SECTION 5 CONDITIONS..........................................................42
     5.1    Closing Conditions................................................42
     5.2    Conditions to all Extensions of Credit............................43

SECTION 6 REPRESENTATIONS AND WARRANTIES......................................44
     6.1    Financial Condition...............................................44
     6.2    No Changes or Restricted Payments.................................45


                                       i
<PAGE>

     6.3    Organization; Existence; Compliance with Law......................45
     6.4    Power; Authorization; Enforceable Obligations.....................45
     6.5    No Legal Bar......................................................46
     6.6    No Material Litigation and Disputes...............................46
     6.7    No Defaults.......................................................46
     6.8    Ownership and Operation of Property...............................46
     6.9    Intellectual Property.............................................46
     6.10   No Burdensome Restrictions........................................47
     6.11   Taxes.............................................................47
     6.12   ERISA.............................................................47
     6.13   Governmental Regulations, Etc.....................................48
     6.14   Subsidiaries......................................................49
     6.15   Purpose of Extensions of Credit...................................49
     6.16   Environmental Matters.............................................49
     6.17   No Material Misstatements.........................................50
     6.18   Labor Matters.....................................................50
     6.19   Governmental Approvals............................................51

SECTION 7 AFFIRMATIVE COVENANTS...............................................51
     7.1    Information Covenants.............................................51
     7.2    Preservation of Existence and Franchises..........................54
     7.3    Books and Records.................................................54
     7.4    Compliance with Law...............................................54
     7.5    Payment of Taxes and Other Indebtedness...........................54
     7.6    Insurance.........................................................54
     7.7    Maintenance of Property...........................................55
     7.8    Performance of Obligations........................................55
     7.9    Use of Proceeds...................................................55
     7.10   Audits/Inspections................................................55
     7.11   Additional Guarantors.............................................55

SECTION 8 NEGATIVE COVENANTS..................................................56
     8.1    Indebtedness......................................................56
     8.2    Financial Covenants...............................................57
     8.3    Liens.............................................................57
     8.4    Nature of Business................................................57
     8.5    Merger and Consolidation, Dissolution and Acquisitions............57
     8.6    Asset Dispositions................................................58
     8.7    Investments.......................................................59
     8.8    Restricted Payments...............................................59
     8.9    Modifications and Payments in respect of Funded Debt..............59
     8.10   Transactions with Affiliates......................................59
     8.11   Fiscal Year; Organizational Documents.............................60
     8.12   Limitation on Restricted Actions..................................60
     8.13   Ownership of Subsidiaries; Limitations on Company.................60
     8.14   Sale Leasebacks...................................................60

SECTION 9 EVENTS OF DEFAULT...................................................61
     9.1    Events of Default.................................................61
     9.2    Acceleration; Remedies............................................63


                                       ii
<PAGE>

SECTION 10 ADMINISTRATIVE AGENT...............................................63
     10.1   Appointment and Authorization of Administrative Agent.............63
     10.2   Delegation of Duties..............................................64
     10.3   Liability of Administrative Agent.................................64
     10.4   Reliance by Administrative Agent..................................64
     10.5   Notice of Default.................................................65
     10.6   Credit Decision; Disclosure of Information by
            Administrative Agent..............................................65
     10.7   Indemnification of Administrative Agent...........................66
     10.8   Administrative Agent in its Individual Capacity...................66
     10.9   Successor Administrative Agent....................................67
     10.10  Other Agents; Lead Managers.......................................67

SECTION 11 MISCELLANEOUS......................................................67
     11.1   Notices...........................................................67
     11.2   Right of SetOff; Adjustments......................................68
     11.3   Successors and Assigns............................................69
     11.4   No Waiver; Remedies Cumulative....................................71
     11.5   Expenses; Indemnification.........................................71
     11.6   Amendments, Waivers and Consents..................................72
     11.7   Counterparts......................................................73
     11.8   Headings..........................................................73
     11.9   Survival..........................................................74
     11.10  Governing Law; Submission to Jurisdiction; Venue..................74
     11.11  Severability......................................................74
     11.12  Entirety..........................................................75
     11.13  Binding Effect; Termination.......................................75
     11.14  Confidentiality...................................................75
     11.15  Source of Funds...................................................76
     11.16  Conflict..........................................................76


                                      iii
<PAGE>

                                    SCHEDULES

Schedule 2.1(a)            Lenders and Commitments
Schedule 2.1(d)            Form of Lender Joinder Agreement
Schedule 2.2(a)(i)         Form of Notice of Borrowing
Schedule 2.2(a)(ii)        Form of Notice of Request of Letter of Credit
Schedule 2.5               Form of Revolving Note
Schedule 2.6(b)            Existing Letters of Credit
Schedule 3.2               Form of Notice of Continuation/Conversion
Schedule 5.1(e)(v)         Form of Officer's Certificate
Schedule 6.8               Liens
Schedule 6.14              Subsidiaries
Schedule 7.1(c)            Form of Officer's Compliance Certificate
Schedule 7.6               Insurance
Schedule 7.11              Form of Joinder Agreement
Schedule 8.1               Indebtedness
Schedule 8.7               Investments
Schedule 8.14              Sale and Leaseback Transactions
Schedule 11.1              Lenders' Addresses
Schedule 11.3(b)           Form of Assignment and Assumption


                                       iv
<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT (the "Credit Agreement") dated as of October 5, 2001
is by and among MILLIPORE CORPORATION, a Massachusetts corporation (the
"Company"), the Subsidiaries of the Company identified herein, the lenders
identified herein (the "Lenders"), BANK OF AMERICA, N.A., as Administrative
Agent for the Lenders (in such capacity, the "Administrative Agent"), ABN AMRO
BANK N.V., as Syndication Agent for the Lenders, and THE BANK OF
TOKYO-MITSUBISHI, LTD., NY BRANCH, as Documentation Agent for the Lenders.

                               W I T N E S S E T H

      WHEREAS, the Credit Parties have requested that the Lenders provide $230
million in credit facilities for the purposes hereinafter set forth; and

      WHEREAS, the Lenders have agreed to make the requested credit facilities
available to the Company 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

1.1   Definitions.

      As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

            "Acquisition", by any Person, means the purchase or acquisition by
      such Person of any Capital Stock of another Person other than a Credit
      Party or all or any substantial portion of the Property (other than
      Capital Stock) of another Person other than a Credit Party, whether or not
      involving a merger or consolidation with such other Person.

            "Adjusted Base Rate" means the Base Rate plus the Applicable
      Percentage.

            "Adjusted Eurocurrency Rate" means the Eurocurrency Rate plus the
      Applicable Percentage.

            "Administrative Agent" shall have the meaning provided in the
      heading hereof, together with any successors or assigns.

            "Administrative Agent's Fee Letter" means that certain letter
      agreement, dated as of September 4, 2001, between the Administrative Agent
      and the Company, as amended, modified, restated or supplemented from time
      to time.

            "Affiliate" means, with respect to any Person, any other Person (i)
      directly or indirectly controlling or controlled by or under direct or
      indirect common control with such Person or (ii)
<PAGE>

      directly or indirectly owning or holding five percent (5%) or more of the
      Capital Stock in such Person. For purposes of this definition, "control"
      when used with respect to any Person means the power to direct the
      management and policies of such Person, directly or indirectly, whether
      through the ownership of voting securities, by contract or otherwise; and
      the terms "controlling" and "controlled" have meanings correlative to the
      foregoing.

            "Agent-Related Persons" means the Administrative Agent (including
      any successor administrative agent), together with its Affiliates
      (including, in the case of Bank of America in its capacity as the
      Administrative Agent, the Arranger), and the officers, directors,
      employees, agents and attorneys-in-fact of such Persons and Affiliates.

            "Aggregate Revolving Committed Amount" shall have the meaning
      provided in Section 2.1(a).

            "Applicable Lending Office" means, for each Lender, the office of
      such Lender (or of an Affiliate of such Lender) as such Lender may from
      time to time specify to the Administrative Agent and the Company by
      written notice as the office by which its Eurocurrency Loans are made and
      maintained.

            "Applicable Percentage" means, for any day, the rate per annum set
      forth below opposite the applicable Senior Unsecured Debt Rating, it being
      understood that the Applicable Percentage for (i) Base Rate Loans shall be
      the percentage set forth under the column entitled "Base Rate Margin",
      (ii) Eurocurrency Loans shall be the percentage set forth under the column
      entitled "Eurocurrency Margin and Letter of Credit Fee", (iii) the Standby
      Letter of Credit Fee shall be the percentage set forth under the column
      entitled "Eurocurrency Margin and Standby/Trade Letter of Credit Fee",
      (iv) the Trade Letter of Credit Fee shall be the percentage set forth
      under the column "Eurocurrency Margin and Standby/Trade Letter of Credit
      Fee" and (v) the Facility Fee shall be the percentage set forth under the
      column entitled "Facility Fee":

<TABLE>
<CAPTION>
      --------------------------------------------------------------------------------------------------
                          Senior Unsecured Debt                      Eurocurrency Margin and
            Pricing                Rating               Base Rate    Standby/Trade Letter of    Facility
             Level             (S&P/Moody's)              Margin            Credit Fee             Fee
      --------------------------------------------------------------------------------------------------
           <S>             <C>                          <C>          <C>                        <C>
               I           Baa2 / BBB or higher             0%                0.750%             0.250%
      --------------------------------------------------------------------------------------------------
               II               Baa3 / BBB-                 0%                0.950%             0.300%
      --------------------------------------------------------------------------------------------------
              III                Ba1 / BB+                  0%                1.125%             0.375%
      --------------------------------------------------------------------------------------------------
               IV                Ba2 / BB                 0.125%              1.250%             0.500%
      --------------------------------------------------------------------------------------------------
               V       Ba3 / BB- or lower or unrated      0.250%              1.375%             0.625%
      --------------------------------------------------------------------------------------------------
</TABLE>

      The numerical classification set forth under the column "Pricing Level"
      shall be established based on the ratings by S&P and Moody's
      (collectively, the "Rating Services") for the Company's senior unsecured
      (non-credit enhanced) long-term debt (the "Senior Unsecured Debt Rating").
      Where the Senior Unsecured Debt Rating provided by the Rating Services is
      one Pricing Level apart, the higher of the two ratings shall apply. Where
      the Senior Unsecured Debt Rating provided by the Rating Services is more
      than one Pricing Level apart, the applicable rating shall be one Pricing
      Level above the lower of the two ratings. Any change in the applicable
      Pricing Level shall be effective from the date of change in the Senior
      Unsecured Debt Rating and shall be effective as to all loans and
      extensions of credit, existing and prospective, from the date of such
      change. The Company shall notify the Administrative Agent of any change in
      the Senior Unsecured Debt Rating by either of the Ratings Services within
      five Business Days of such change. The initial Applicable Percentages
      shall be based on Pricing Level III.


                                       2
<PAGE>

            "Approved Fund" means any Fund that is administered or managed by
      (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
      Affiliate of an entity that administers or manages a Lender.

            "Arranger" means Banc of America Securities LLC, in its capacity as
      joint lead arranger and sole book manager, together with any successors or
      assigns.

            "Asset Disposition" shall mean and include (i) the sale, lease or
      other disposition of any Property by any member of the Consolidated Group
      (including the Capital Stock of a Subsidiary), but for purposes hereof
      shall not include, in any event, (A) the sale of inventory in the ordinary
      course of business, (B) the sale, lease or other disposition of machinery
      and equipment no longer used or useful in the conduct of business and (C)
      a sale, lease, transfer or disposition of Property to a Credit Party, and
      (ii) solely for purposes of Section 3.3, the receipt by any member of the
      Consolidated Group of any cash insurance proceeds or condemnation award
      payable by reason of theft, loss, physical destruction or damage, taking
      or similar event with respect to any of its Property.

            "Bank of America" means Bank of America, N.A., and its successors.

            "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
      United States Code, as amended, modified, succeeded or replaced from time
      to time.

            "Bankruptcy Event" means, with respect to any Person, the occurrence
      of any of the following with respect to such Person: (i) a court or
      governmental agency having jurisdiction in the premises shall enter a
      decree or order for relief in respect of such Person in an involuntary
      case under any applicable bankruptcy, insolvency or other similar law now
      or hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of such Person or
      for any substantial part of its Property or ordering the winding up or
      liquidation of its affairs; or (ii) there shall be commenced against such
      Person an involuntary case under any applicable bankruptcy, insolvency or
      other similar law now or hereafter in effect, or any case, proceeding or
      other action for the appointment of a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of such Person or
      for any substantial part of its Property or for the winding up or
      liquidation of its affairs, and such involuntary case or other case,
      proceeding or other action shall remain undismissed, undischarged or
      unbonded for a period of sixty consecutive days; or (iii) such Person
      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 for any substantial part of its Property or
      make any general assignment for the benefit of creditors; or (iv) such
      Person shall be unable to, or shall admit in writing its inability to, pay
      its debts generally as they become due.

            "Base Rate" means for any day a fluctuating rate per annum equal to
      the higher of (a) the Federal Funds Rate in effect on such day plus one
      half of one percent (0.5%) and (b) the Prime Rate in effect on such day.

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

            "Borrower" means the Company.


                                       3
<PAGE>

            "Business Day" means a day other than a Saturday, Sunday or other
      day on which commercial banks in Charlotte, North Carolina or New York,
      New York are authorized or required by law to close, except that, when
      used in connection with a Eurocurrency Loan, such day shall also be a day
      on which dealings between banks are carried on in Dollar deposits in
      London, England.

            "Businesses" shall have the meaning provided in Section 6.16(a).

            "Capital Lease" means, as applied to any Person, any lease of any
      Property by that Person as lessee which, in accordance with GAAP, is or
      should be accounted for as a capital lease on the balance sheet of that
      Person.

            "Capital Stock" means (i) in the case of a corporation, capital
      stock, (ii) in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however
      designated) of capital stock, (iii) in the case of a partnership,
      partnership interests (whether general or limited), (iv) in the case of a
      limited liability company, membership interests and (v) any other interest
      or participation that confers on a Person the right to receive a share of
      the profits and losses of, or distributions of assets of, the issuing
      Person.

            "Cash Equivalents" means (a) securities issued or directly and fully
      guaranteed or insured by the United States or any agency or
      instrumentality thereof (provided that the full faith and credit of the
      United States is pledged in support thereof) having maturities of not more
      than twelve months from the date of acquisition, (b) Dollar denominated
      time deposits and certificates of deposit of (i) any Lender, (ii) any
      domestic commercial bank of recognized standing having capital and surplus
      in excess of $500 million or (iii) any bank whose short-term commercial
      paper rating from S&P is at least A-1 or the equivalent thereof or from
      Moody's is at least P-1 or the equivalent thereof (any such bank being an
      "Approved Bank"), in each case with maturities of not more than 270 days
      from the date of acquisition, (c) commercial paper and variable or fixed
      rate notes issued by any Approved Bank (or by the parent company thereof)
      or any variable rate notes issued by, or guaranteed by, any domestic
      corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1
      (or the equivalent thereof) or better by Moody's and maturing within six
      months of the date of acquisition, (d) repurchase agreements entered into
      by any Person with a bank or trust company (including any of the Lenders)
      or recognized securities dealer having capital and surplus in excess of
      $500 million for direct obligations issued by or fully guaranteed by the
      United States in which such Person shall have a perfected first-priority
      security interest (subject to no other Liens) and having, on the date of
      purchase thereof, a fair market value of at least one hundred percent
      (100%) of the amount of the repurchase obligations and (e) Investments,
      classified in accordance with GAAP as current assets, in money market
      investment programs registered under the Investment Company Act of 1940,
      as amended, which are administered by reputable financial institutions
      having capital of at least $500 million and the portfolios of which are
      limited to Investments of the character described in the foregoing
      subdivisions (a) through (d).

            "Change of Control" means the occurrence of any of the following
      events: (i) any Person or two or more Persons acting in concert shall have
      acquired beneficial ownership, directly or indirectly, of, or shall have
      acquired by contract or otherwise, or shall have entered into a contract
      or arrangement that, upon consummation, will result in its or their
      acquisition of or control over, Voting Stock of the Company (or other
      securities convertible into such Voting Stock) representing twenty-five
      percent (25%) or more of the combined voting power of all Voting Stock of
      the Company or (ii) during any period of up to twenty-four consecutive
      months, commencing after the Closing Date, individuals who at the
      beginning of such twenty-four month period were directors of the Company
      (together with any new director whose election by the Company's board of
      directors or whose nomination for election by the Company's shareholders
      was approved by a vote of at least two-thirds


                                       4
<PAGE>

      of the directors then still in office who either were directors at the
      beginning of such period or whose election or nomination for election was
      previously so approved) cease for any reason to constitute a majority of
      the directors of the Company then in office. As used herein, "beneficial
      ownership" shall have the meaning provided in Rule 13d-3 of the Securities
      and Exchange Commission under the Securities Exchange Act.

            "Closing Date" means the date hereof.

            "Commitment" means the Revolving Commitment, the LOC Commitment and
      the Swingline Commitment.

            "Commitment Period" means the period from and including the Closing
      Date to but not including the earlier of (i) the Termination Date or (ii)
      the date on which the Commitments terminate in accordance with the
      provisions of this Credit Agreement.

            "Committed Amount" means any of the Revolving Committed Amount, the
      LOC Committed Amount and the Swingline Committed Amount.

            "Company" shall have the meaning provided in the heading hereof,
      together with any successors and permitted assigns.

            "Consolidated EBITDA" means, for any period for the Consolidated
      Group, the sum of (i) Consolidated Net Income plus (ii) to the extent
      deducted in determining net income, (A) Consolidated Interest Expense, (B)
      taxes and (C) depreciation and amortization, in each case on a
      consolidated basis determined in accordance with GAAP; provided that, for
      purposes hereof, Consolidated EBITDA shall exclude (x) the restructuring
      and other charges taken in the first fiscal quarter of fiscal year 2001 in
      the amount of $17,962,000, (y) all non-cash non-recurring charges
      otherwise deducted (other than non-cash charges arising from the write-off
      of current assets, but including as a deduction to Consolidated EBITDA all
      subsequent cash expenditures made in the applicable period relating to
      non-cash non-recurring charges taken in a prior period) not in excess of
      ten percent (10%) of Consolidated EBITDA as of the end of the most recent
      fiscal quarter (excluding previous adjustments) and (z) any earnings (or
      deficit) and expenses attributable to the Mykrolis Group. Except as
      otherwise expressly provided, the applicable period shall be the four
      consecutive fiscal quarters ending as of the date of determination.

            "Consolidated Group" means the Company and its Subsidiaries, as
      determined in accordance with GAAP, but excluding any Person that is a
      member of the Mykrolis Group.

            "Consolidated Interest Coverage Ratio" means, as of the last day of
      each fiscal quarter, the ratio of Consolidated EBITDA for the period of
      four consecutive fiscal quarters then ended to Consolidated Interest
      Expense for the period of four consecutive fiscal quarters then ended.

            "Consolidated Interest Expense" means, for any period for the
      Consolidated Group, all interest expense, including the amortization of
      debt discount and premium, the interest component under Capital Leases and
      the implied interest component under Securitization Transactions, in each
      case on a consolidated basis determined in accordance with GAAP. Except as
      expressly provided otherwise, the applicable period shall be the four
      consecutive fiscal quarters ending as of the date of determination.

            "Consolidated Net Income" means, for any period for the Consolidated
      Group, net income (or loss) determined on a consolidated basis in
      accordance with GAAP, but excluding for


                                       5
<PAGE>

      purposes of determining the Consolidated Total Leverage Ratio and the
      Consolidated Interest Coverage Ratio any Extraordinary gains or losses and
      related tax effects thereon. Except as otherwise expressly provided, the
      applicable period shall be the four consecutive fiscal quarters ending as
      of the date of determination.

            "Consolidated Total Funded Debt" means Funded Debt of the
      Consolidated Group determined on a consolidated basis in accordance with
      GAAP.

            "Consolidated Total Leverage Ratio" means, as of the last day of
      each fiscal quarter, the ratio of Consolidated Total Funded Debt on such
      day to Consolidated EBITDA for the period of four consecutive fiscal
      quarters ending as of such day.

            "Continue", "Continuation", and "Continued" shall refer to the
      continuation pursuant to Section 3.2 hereof of a Eurocurrency Loan from
      one Interest Period to the next Interest Period.

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

            "Convert", "Conversion", and "Converted" shall refer to a conversion
      pursuant to Section 3.2 or Sections 3.7 through 3.12, inclusive, of a Base
      Rate Loan into a Eurocurrency Loan.

            "Credit Documents" means, collectively, this Credit Agreement, the
      Notes, the LOC Documents, the Administrative Agent's Fee Letter, and all
      other related agreements and documents issued or delivered hereunder or
      thereunder or pursuant hereto or thereto.

            "Credit Party" means any of the Company and the Guarantors; and in
      no event shall include any Person that is a member of the Mykrolis Group.

            "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 within one Business Day of
      when due, (b) other than as set forth in (a) above, 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 within one Business Day of
      when due, unless such amount is subject to a good faith dispute or (c) has
      been deemed insolvent or has become subject to a bankruptcy or insolvency
      proceeding or with respect to which (or with respect to any of the assets
      of which) a receiver, trustee or similar official has been appointed.

            "Dollars" and "$" means dollars in lawful currency of the United
      States.

            "Domestic Subsidiary" means any Subsidiary that is incorporated or
      organized under the laws of any state of the United States or the District
      of Columbia.

            "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
      Lender; (c) an Approved Fund; and (d) any other Person (other than a
      natural Person) approved by the Administrative Agent, the Issuing Lender
      and, unless (x) such Person is taking delivery of an assignment in
      connection with physical settlement of a credit derivatives transaction or
      (y) an Event of Default


                                       6
<PAGE>

      has occurred and is continuing, the Company (each such approval not to be
      unreasonably withheld or delayed).

            "Environmental Laws" means any and all lawful and applicable
      federal, state, local and foreign statutes, laws, regulations, ordinances,
      rules, judgments, orders, decrees, permits, concessions, grants,
      franchises, licenses, agreements and other governmental restrictions
      relating to the environment or to emissions, discharges, releases or
      threatened releases of Materials of Environmental Concern into the
      environment including, without limitation, ambient air, surface water,
      ground water, or land, or otherwise relating to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport, or
      handling of Materials of Environmental Concern.

            "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 an entity that is under common control with
      any member of the Consolidated Group within the meaning of Section
      4001(a)(14) of ERISA, or is a member of a group that includes any member
      of the Consolidated Group and that is treated as a single employer under
      Sections 414(b) or (c) of the Internal Revenue Code.

            "ERISA Event" means (i) with respect to any Plan, the occurrence of
      a Reportable Event or the substantial cessation of operations (within the
      meaning of Section 4062(e) of ERISA); (ii) the withdrawal by any member of
      the Consolidated Group 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; (iii) 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; (iv) the institution of proceedings to
      terminate or the actual termination of a Plan by the PBGC under Section
      4042 of ERISA; (v) any event or condition that might constitute grounds
      under Section 4042 of ERISA for the termination of, or the appointment of
      a trustee to administer, any Plan; (vi) the complete or partial withdrawal
      of any member of the Consolidated Group or any ERISA Affiliate from a
      Multiemployer Plan; (vii) the conditions for imposition of a lien under
      Section 302(f) of ERISA exist with respect to any Plan; or (viii) the
      adoption of an amendment to any Plan requiring the provision of security
      to such Plan pursuant to Section 307 of ERISA.

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

            "Eurocurrency Rate" means, for any Eurocurrency Loan for any
      Interest Period therefor, the rate per annum (rounded upwards, if
      necessary, to the nearest 1/100 of one percent (0.01%) determined by the
      Administrative Agent to be equal to the quotient obtained by dividing (a)
      the Interbank Offered Rate for such Eurocurrency Loan for such Interest
      Period by (b) one minus the Eurocurrency Reserve Requirement for such
      Eurocurrency Loan for such Interest Period.

            "Eurocurrency Reserve Requirement" means, at any time, the maximum
      rate at which reserves (including, without limitation, any marginal,
      special, supplemental, or emergency reserves) are required to be
      maintained under regulations issued from time to time by the Board of
      Governors of the Federal Reserve System (or any successor) by member banks
      of the Federal Reserve System against "Eurocurrency liabilities" (as such
      term is used in Regulation D). Without limiting the effect of the
      foregoing, the Eurocurrency Reserve Requirement shall reflect any other
      reserves required to be maintained by such member banks with respect to
      (i) any category of liabilities that includes


                                       7
<PAGE>

      deposits by reference to which the Eurocurrency Rate is to be determined,
      or (ii) any category of extensions of credit or other assets that include
      Eurocurrency Loans. The Eurocurrency Rate shall be adjusted automatically
      on and as of the effective date of any change in the Eurocurrency Reserve
      Requirement.

            "Event of Default" shall have the meaning provided in Section 9.1.

            "Executive Officer" of any Person means any of the chief executive
      officer, chief operating officer, president, chief financial officer,
      treasurer or controller of such Person.

            "Existing Letters of Credit" means the letters of credit outstanding
      on the Closing Date and identified on Schedule 2.6(b).

            "Extension of Credit" means, as to any Lender, the making of, or
      participation in, a Loan by such Lender (including Continuations and
      Conversions thereof) or the issuance or extension of, or participation in,
      a Letter of Credit by such Lender.

            "Extraordinary" means such term as interpreted in accordance with
      GAAP.

            "Facility Fee" shall have the meaning provided in Section 3.5(a).

            "FDA" means the U.S. Department of Health and Human Services Food
      and Drug Administration.

            "FDA Law" means the Federal Food, Drug and Cosmetic Act and
      regulations promulgated thereto.

            "Federal Funds Rate" means, for any day, the rate per annum (rounded
      upwards, if necessary, to the nearest 1/100th of one percent (0.01%))
      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 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 as so
      published on the next succeeding Business Day, and (b) if no such rate is
      so published on such next succeeding Business Day, the Federal Funds Rate
      for such day shall be the average rate charged to Bank of America on such
      day on such transactions as determined by the Administrative Agent.

            "Fees" means all fees payable pursuant to Section 3.5.

            "Foreign Subsidiary" means a Subsidiary that is not a Domestic
      Subsidiary.

            "Fund" means any Person (other than a natural Person) that is (or
      will be) engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course
      of its business.

            "Funded Debt" means, with respect to any Person, without
      duplication, all (i) obligations for borrowed money, (ii) obligations
      evidenced by bonds debentures, notes or similar instruments or upon which
      interest payments are customarily made, (iii) purchase money indebtedness
      (including, for purposes hereof, indebtedness and obligations in respect
      of conditional sales and title retention agreements relating to property
      purchased (other than customary reservation or title


                                       8
<PAGE>

      retention arrangements under agreements entered into in the ordinary
      course of business with suppliers), and the deferred purchase price of
      property or services acquired (other than trade debt incurred in the
      ordinary course of business and due within six months of the incurrence
      thereof) that would constitute, and be accounted for as, a liability under
      GAAP, (iv) the attributed principal amount of obligations owing under
      Capital Leases, (v) the maximum amount available to be drawn under standby
      letters of credit and bankers' acceptances issued or created for its
      account, (vi) the attributed principal amount of Securitization
      Transactions, (vii) the attributed principal amount of obligations owing
      under Synthetic Leases, (viii) the Funded Debt of any partnership or joint
      venture or other similar entity in which such Person is a general partner
      or joint venturer and, as such, has personal liability for such
      obligations, but only to the extent there is recourse to such Person for
      payment thereof, (ix) Support Obligations in respect of Funded Debt of
      another Person, (x) Funded Debt of another Person secured by a Lien on any
      of its Property, whether or not such Funded Debt has been assumed,
      provided, however, for purposes hereof, the amount of such Funded Debt
      shall be limited to the amount of Funded Debt as to which there is
      recourse or to the fair market value of the property that is the subject
      of such lien, if less, and (xi) the maximum amount of all contingent
      obligations (including, without limitation, obligations to make earn-out
      payments in the future) incurred in connection with Acquisitions.

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

            "Governmental Authority" means any federal, state, local or foreign
      court or governmental agency, authority, instrumentality or regulatory
      body.

            "Guaranteed Obligations" means, without duplication, (i) all of the
      obligations of the Company to the Lenders (including the Issuing Lender
      and the Swingline Lender) and the Administrative Agent, whenever arising,
      under this Credit Agreement, the Notes, or any of the other Credit
      Documents (including, but not limited to, any interest accruing after the
      occurrence of a Bankruptcy Event with respect to any Credit Party,
      regardless of whether such interest is an allowed claim under the
      Bankruptcy Code) and (ii) all liabilities and obligations, whenever
      arising, owing from any Credit Party to any Lender, or any Affiliate of a
      Lender, arising under any Hedging Agreement relating to the Obligations to
      the extent permitted hereunder.

            "Guarantors" means each Person identified as a "Guarantor" on the
      signature pages hereto and each other Person that may hereafter become a
      Guarantor by execution of a Joinder Agreement, together with their
      successors and permitted assigns.

            "Hedging Agreements" means any interest rate protection agreement or
      foreign currency exchange agreement.

            "Indebtedness" means, with respect to any Person, without
      duplication, all (i) Funded Debt, (ii) obligations under take-or-pay or
      similar arrangements or under commodities agreements, (iii) obligations
      under Hedging Agreements, (iv) the maximum amount of contingent
      obligations (including earn-out and like payments) owing in respect of
      Acquisitions or dispositions or divestitures, (v) Indebtedness of any
      partnership or joint venture or other similar entity in which such Person
      is a general partner or joint venturer and, as such, has personal
      liability for such obligations, but only to the extent there is recourse
      to such Person for payment thereof, (vi) Support Obligations in respect of
      Indebtedness of another Person, and (vii) Indebtedness of another Person
      secured by a Lien on any of its Property, whether or not such Indebtedness
      has been assumed.


                                       9
<PAGE>

            "Indemnified Liabilities" has the meaning provided in Section 11.5.

            "Intellectual Property" shall have the meaning provided in Section
      6.9.

            "Interbank Offered Rate" means, for any Eurocurrency Loan for any
      Interest Period therefor, the rate per annum (rounded upwards, if
      necessary, to the nearest 1/100th of one percent (0.01%)) in each case
      determined by the Administrative Agent to be equal to:

                  (a) the offered rate that appears on the Dow Jones Telerate
            Screen Page 3750 (or any successor page) that displays an average
            British Bankers Association Interest Settlement Rate for deposits in
            Dollars (for delivery on the first day of the applicable Interest
            Period) for a term equivalent to the applicable Interest Period at
            approximately 11:00 A.M. (London, England time) two Business Days
            prior to the first day of the applicable Interest Period; or

                  (b) if for any reason the foregoing rate in clause (a) is
            unavailable or undeterminable, the offered rate on such other page
            or other service that displays an average British Bankers
            Association Interest Settlement Rate for deposits in Dollars (for
            delivery on the first day of the applicable Interest Period) for a
            term equivalent to the applicable Interest Period at approximately
            11:00 A.M. (London, England time) two Business Days prior to the
            first day of the applicable Interest Period; or

                  (c) if for any reason the foregoing rates in clauses (a) and
            (b) are unavailable or undeterminable, the rate of interest at which
            deposits in Dollars for delivery on the first day of the applicable
            Interest Period in same day funds in the approximate amount of the
            applicable Eurocurrency Loan for a term equivalent to the applicable
            Interest Period would be offered by the London branch of Bank of
            America to major banks in the offshore Dollar market at
            approximately 11:00 A.M. (London, England time) two Business Days
            prior to the first day of the applicable Interest Period.

            "Interest Payment Date" means (i) as to any Base Rate Loan,
      beginning with December 31, 2001, the last day of each March, June,
      September and December, and the Termination Date, (ii) as to any Swingline
      Loan, the maturity date of such Swingline Loan, and (iii) as to any
      Eurocurrency Loan, the last day of each Interest Period for such Loan, the
      date of repayment of principal of such Loan and the Termination Date, and
      in addition where the applicable Interest Period is more than three
      months, then also on the date three months from the beginning of the
      Interest Period, and each three months thereafter. If an Interest Payment
      Date falls on a date that is not a Business Day, such Interest Payment
      Date shall be deemed to be the next succeeding Business Day.

            "Interest Period" means a period of one, two, three, six or, as
      available, twelve months duration, as the Company may elect, in each case
      commencing on the date of the borrowing (including Conversions,
      Continuations and renewals); provided, however, (A) if any Interest Period
      would end on a day that is not a Business Day, such Interest Period shall
      be extended to the next succeeding Business Day (except where the next
      succeeding Business Day falls in the next succeeding calendar month, then
      on the next preceding Business Day), (B) no Interest Period shall extend
      beyond the Termination Date, and (C) 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 day of such calendar month.

            "Internal Revenue Code" means the Internal Revenue Code of 1986, as
      amended, and any successor statute thereto, as interpreted by the rules
      and regulations issued thereunder, in each case as


                                       10
<PAGE>

      in effect from time to time. References to sections of the Internal
      Revenue Code shall be construed also to refer to any successor sections.

            "Investment" in any Person means (a) the acquisition (whether for
      cash, property, services, assumption of Indebtedness, securities or
      otherwise) of Capital Stock, bonds, notes, debentures, partnership, joint
      ventures or other ownership interests or other securities of such Person,
      (b) any deposit with, or advance, loan or other extension of credit to,
      such Person (other than deposits made in connection with the purchase of
      equipment or other assets in the ordinary course of business) or (c) any
      other capital contribution to or investment in such Person, including,
      without limitation, any Support Obligations (including any support for a
      letter of credit issued on behalf of such Person) incurred for the benefit
      of such Person, but excluding any Restricted Payment to such Person.

            "Issuing Lender" means Bank of America.

            "Issuing Lender Fee" shall have the meaning provided in Section
      3.5(b).

            "Joinder Agreement" means a joinder agreement substantially in the
      form of Schedule 7.11 hereto executed and delivered by a Subsidiary in
      accordance with the provisions of Section 7.11.

            "Lenders" means each of the Persons identified as a "Lender" on the
      signature pages hereto and each other Person that may hereafter become a
      Lender pursuant to Section 2.1(d), and their successors and assigns.

            "Letter of Credit" means any Existing Letter of Credit and any
      standby or trade letter of credit issued by the Issuing Lender for the
      account of the Company in accordance with the terms of Section 2.1(c).

            "Licenses" means all licenses, permits and other grants of authority
      obtained or required to be obtained from any Governmental Authorities in
      connection with the management or operation of the business of the members
      of the Consolidated Group or the ownership, lease, license or use of any
      Property of the members of the Consolidated Group.

            "Lien" means any mortgage, pledge, hypothecation, assignment,
      deposit arrangement, security interest, encumbrance, lien (statutory or
      otherwise), preference, priority or charge of any kind (including any
      agreement to give any of the foregoing, any conditional sale or other
      title retention agreement, any financing or similar statement or notice
      filed under the Uniform Commercial Code as adopted and in effect in the
      relevant jurisdiction or other similar recording or notice statute, and
      any lease in the nature thereof).

            "Loan" or "Loans" means any of the Revolving Loans and the Swingline
      Loans, and the Base Rate Loans and Eurocurrency Loans comprising such
      Loans.

            "LOC Commitment" means, with respect to the Issuing Lender, the
      commitment of the Issuing Lender to issue, and to honor payment
      obligations under, Letters of Credit and, with respect to each Lender, the
      commitment of such Lender to purchase Participation Interests in the
      Letters of Credit up to such Lender's LOC Committed Amount.

            "LOC Committed Amount" shall have the meaning provided in Section
      2.1(b).

            "LOC Documents" means, with respect to any Letter of Credit, such
      Letter of Credit, any amendments thereto, any documents delivered in
      connection therewith, any application therefor, and


                                       11
<PAGE>

      any agreements, instruments, guarantees or other documents (whether
      general in application or applicable only to such Letter of Credit)
      governing or providing for the rights and obligations of the parties
      concerned or at risk.

            "LOC Obligations" means, at any time, the sum of (i) the maximum
      amount that is, or at any time thereafter may become, available to be
      drawn under Letters of Credit then outstanding, assuming compliance with
      all requirements for drawings referred to in such Letters of Credit plus
      (ii) the aggregate amount of all drawings under Letters of Credit honored
      by the Issuing Lender but not yet reimbursed.

            "Material Adverse Effect" means a material adverse effect on (i) the
      condition (financial or otherwise), operations, business, assets,
      liabilities or prospects of the Consolidated Group taken as a whole, (ii)
      the ability of any member of the Consolidated Group to perform any
      material obligation under any Credit Document to which it is a party or
      (iii) the material rights and remedies of the Administrative Agent and the
      Lenders under the Credit Documents.

            "Materials of Environmental Concern" means any gasoline or petroleum
      (including crude oil or any fraction thereof) or petroleum products or any
      hazardous or toxic substances, materials or wastes, defined or regulated
      as such in or under any Environmental Laws, including, without limitation,
      asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

            "Moody's" means Moody's Investors Service, Inc., or any successor or
      assignee of the business of such company in the business of rating
      securities.

            "Multiemployer Plan" means a Plan which is a "multiemployer plan" as
      defined in Section 3(37) or 4001(a)(3) of ERISA.

            "Multiple Employer Plan" means a Plan (other than a Multiemployer
      Plan) to which any member of the Consolidated Group or any ERISA Affiliate
      and at least one employer other than the members of the Consolidated Group
      or any ERISA Affiliate are contributing sponsors.

            "Mykrolis Group" means Mykrolis Corporation, a Delaware corporation,
      and its Subsidiaries.

            "Net Cash Proceeds" means the aggregate proceeds paid in cash or
      Cash Equivalents received by any member of the Consolidated Group, net of
      (a) direct costs (including, without limitation, legal, accounting and
      investment banking fees, and sales commissions) and (b) taxes paid or
      payable as a result thereof; 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 any such Consolidated Party.

            "Non-Guarantor Subsidiaries" shall have the meaning provided in
      Section 7.11.

            "Note" or "Notes" means any of the Revolving Notes.

            "Notice of Borrowing" means a written notice of borrowing in
      substantially the form of Schedule 2.2(a)(i).

            "Notice of Continuation/Conversion" means the written notice of
      Continuation or Conversion in substantially the form of Schedule 3.2, as
      required by Section 3.2.


                                       12
<PAGE>

            "Obligations" means the Revolving Loans, the LOC Obligations and the
      Swingline Loans.

            "Operating Lease" means, as applied to any Person, any lease
      (including, without limitation, leases that may be terminated by the
      lessee at any time) of any Property that is not a Capital Lease other than
      any such lease in which that Person is the lessor.

            "Other Taxes" shall have the meaning provided in Section 3.11.

            "Participation Interest" means the purchase by a Lender of a
      participation in LOC Obligations as provided in Section 2.6(b), in
      Swingline Loans as provided in Section 2.7 and in Loans as provided in
      Section 3.14.

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

            "Permitted Acquisition" means any Acquisition of a controlling
      interest in another Person by a member of the Consolidated Group; provided
      that (i) the Property acquired (or the Property of the Person acquired) in
      such Acquisition shall be used or useful in the same or similar line of
      business as the members of the Consolidated Group on the Closing Date,
      (ii) if such Acquisition is an Acquisition of the Capital Stock of another
      Person, the board of directors (or other comparable governing body) of
      such other Person shall have duly approved such Acquisition, (iii) no
      Default or Event of Default shall exist immediately after giving effect to
      such Acquisition, (iv) the representations and warranties made by the
      Credit Parties in any Credit Document shall be true and correct in all
      material respects at and as if made as of the date of such Acquisition
      (after giving effect thereto) except to the extent such representations
      and warranties expressly relate to an earlier date, (v) if such
      Acquisition is an Acquisition for consideration in excess of $10 million,
      the Company shall have delivered to the Administrative Agent, not less
      than ten Business Days prior to such Acquisition, a Pro Forma Compliance
      Certificate demonstrating that, upon giving effect to such Acquisition on
      a Pro Forma Basis, the Credit Parties would be in compliance with the
      financial covenants set forth in Section 8.2, (vi) if such Acquisition
      involves an interest in a partnership and a requirement that a member of
      the Consolidated Group be a general partner, the general partner shall be
      a newly formed special purpose Subsidiary of the Company, (vii) the Credit
      Parties shall, and shall cause the party that is the subject of such
      Acquisition to, execute and deliver such joinder agreements and take such
      other actions as may be necessary for compliance with the provisions of
      Section 7.11, and (viii) the aggregate cash consideration (including
      Indebtedness assumed, but excluding the fair value of any Capital Stock of
      the Company issued in connection therewith) paid in connection with all
      Acquisitions during any fiscal year (A) at any time where the Consolidated
      Total Leverage Ratio (determined as of the end of the most recent fiscal
      quarter) is greater than 2.5:1.0, shall not exceed $50 million, and (B)
      otherwise, there shall be no Dollar limitation hereunder.

            "Permitted Investments" means Investments that are (i) cash and Cash
      Equivalents; (ii) accounts receivable created, acquired or made in the
      ordinary course of business and payable or dischargeable in accordance
      with customary trade terms; (iii) Investments consisting of Capital Stock,
      obligations, securities or other Property received in settlement of
      accounts receivable (created in the ordinary course of business) from
      bankrupt obligors; (iv) Investments made prior to the Closing Date and set
      forth in Schedule 8.7; (v) advances or loans to employees for moving,
      entertainment, travel and other similar expenses in the ordinary course of
      business not to exceed $1 million in the aggregate at any time
      outstanding; (vi) advances or loans to customers and suppliers in the
      ordinary course of business; (vii) Investments existing on the Closing
      Date by members of


                                       13
<PAGE>

      the Consolidated Group in their Subsidiaries and Affiliates, (viii)
      Investments by members of the Consolidated Group in and to any other
      member of the Consolidated Group that is a Wholly Owned Subsidiary of the
      Company, (ix) Investments that constitute Permitted Acquisitions and (x)
      other Investments in an aggregate amount outstanding at any time not to
      exceed (A) at any time where the Consolidated Total Leverage Ratio
      (determined as of the end of the most recent fiscal quarter) is greater
      than 2.5:1.0, $100 million, and (B) otherwise, $200 million; provided that
      notwithstanding anything to the contrary contained herein, neither the
      Company nor any other member of the Consolidated Group will make
      additional Investments of any kind in any members of the Mykrolis Group
      (other than those existing on the Closing Date).

            "Permitted Liens" means:

            (i) Liens in favor of a Lender or an Affiliate of a Lender pursuant
      to a Hedging Agreement permitted hereunder, but only (A) to the extent
      such Liens secure obligations under such agreements permitted under
      Section 8.1, (B) to the extent such Liens are on the same collateral as to
      which the Lenders hereunder also have a Lien, and (C) so long as the
      obligations under such Hedging Agreement and the loans and obligations
      hereunder and under the other Credit Documents shall share pari passu in
      the collateral subject to such Liens;

            (ii) Liens (other than Liens created or imposed under ERISA) for
      taxes, assessments or governmental charges or levies not yet due or Liens
      for taxes being contested in good faith by appropriate proceedings for
      which adequate reserves determined in accordance with GAAP have been
      established (and as to which the Property subject to any such Lien is not
      yet subject to foreclosure, sale or loss on account thereof);

            (iii) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and suppliers and other Liens imposed
      by law or pursuant to customary reservations or retentions of title
      arising in the ordinary course of business; provided that such Liens
      secure only amounts not yet due and payable or, if due and payable, are
      unfiled and no other action has been taken to enforce the same or are
      being contested in good faith by appropriate proceedings for which
      adequate reserves determined in accordance with GAAP have been established
      (and as to which the Property subject to any such Lien is not yet subject
      to foreclosure, sale or loss on account thereof);

            (iv) Liens (other than Liens created or imposed under ERISA)
      incurred or deposits made by any member of the Consolidated Group in the
      ordinary course of business in connection with workers' compensation,
      unemployment insurance and other types of social security, or to secure
      the performance of tenders, statutory obligations, bids, leases,
      government contracts, performance and return-of-money bonds and other
      similar obligations (exclusive of obligations for the payment of borrowed
      money);

            (v) Liens in connection with attachments or judgments (including
      judgment or appeal bonds); provided that the judgments secured shall,
      within thirty days after the entry thereof, have been discharged or
      execution thereof stayed pending appeal, or shall have been discharged
      within thirty days after the expiration of any such stay;

            (vi) easements, rights-of-way, covenants, restrictions (including
      zoning restrictions), minor defects or irregularities in title and other
      similar charges or encumbrances not, in any material respect, impairing
      the use of the encumbered Property for its intended purposes;

            (vii) Liens on Property of any Person securing purchase money and
      sale/leaseback Indebtedness (including Capital Leases and Synthetic
      Leases) of such Person to the extent permitted


                                       14
<PAGE>

      under Section 8.1(c); provided that any such Lien attaches only to the
      Property financed or leased and such Lien attaches concurrently with or
      within ninety days after the acquisition thereof;

            (viii) leases or subleases granted to others not interfering in any
      material respect with the business of any member of the Consolidated
      Group;

            (ix) any interest or title of a lessor under, and Liens arising from
      UCC financing statements (or equivalent filings, registrations or
      agreements in foreign jurisdictions) relating to, leases permitted by this
      Credit Agreement;

            (x) Liens in favor of customs and revenue authorities arising as a
      matter of law to secure payment of customs duties in connection with the
      importation of goods;

            (xi) Liens created or deemed to exist in connection with a
      Securitization Transaction permitted hereunder (including any related
      filings of any financing statements), but only to the extent that any such
      Lien relates to the applicable Securitization Receivables actually sold,
      contributed, financed or otherwise conveyed or pledged pursuant to such
      transaction;

            (xii) Liens deemed to exist in connection with Investments in
      repurchase agreements that constitute Permitted Investments;

            (xiii) normal and customary rights of setoff upon deposits of cash
      in favor of banks or other depository institutions;

            (xiv) Liens of a collection bank arising under Section 4-210 of the
      Uniform Commercial Code on items in the course of collection;

            (xv) Liens existing as of the Closing Date and set forth on Schedule
      6.8; provided that (a) no such Lien shall at any time be extended to or
      cover any Property other than the Property subject thereto on the Closing
      Date and (b) the principal amount of the Indebtedness secured by such
      Liens shall not be increased and shall not be extended, renewed, refunded
      or refinanced on terms and conditions less favorable to the Credit Parties
      than for such existing Indebtedness; and

            (xvi) the sale of doubtful accounts receivable for collection in the
      ordinary course of business.

            "Permitted Securitization Transaction" means those Securitization
      Transactions entered into after the Closing Date; provided that (i) no
      Default or Event of Default shall exist after giving effect thereto on a
      Pro Forma Basis, (ii) the Administrative Agent and the Required Lenders
      shall be reasonably satisfied with the structure and documentation for
      such transaction and shall have confirmed that the terms of such
      transaction, including the discount rate applicable to the receivables or
      other payment amounts that are the subject of such financing and the
      applicable termination events, are consistent with those then prevailing
      in the market for comparable transactions with comparable
      originators/servicers and other similar characteristics, and (iii) the
      terms for such transaction shall not subsequently be amended or modified
      in any way that is materially detrimental to the Lenders and their
      interests hereunder without the prior written approval of the
      Administrative Agent and the Required Lenders.

            "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.


                                       15
<PAGE>

            "Plan" means any employee benefit plan (as defined in Section 3(3)
      of ERISA) that is covered by ERISA and with respect to which any member of
      the Consolidated Group 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.

            "Prime Rate" means, for any day, the rate per annum in effect for
      such day as publicly announced from time to time by Bank of America as its
      "prime rate." Such rate is a rate set by Bank of America based upon
      various factors including Bank of America's costs and desired return,
      general economic conditions and other factors, and is used as a reference
      point for pricing some loans, which may be priced at, above, or below such
      announced rate. Any change in such rate announced by Bank of America shall
      take effect at the opening of business on the day specified in the public
      announcement of such change.

            "Pro Forma Basis" means, for purposes of determining compliance with
      the financial covenants hereunder, the subject transaction shall be deemed
      to have occurred as of the first day of the period of four consecutive
      fiscal quarters ending as of the end of the most recent fiscal quarter for
      which annual or quarterly financial statements shall have been delivered
      in accordance with the provisions hereof. In addition, for purposes of
      making calculations on a "Pro Forma Basis" hereunder, (i) in the case of
      an Asset Disposition, (A) income statement items (whether positive or
      negative) attributable to the property, entities or business units that
      are the subject of the disposition shall be excluded to the extent
      relating to any period prior to the date of subject transaction, and (B)
      Indebtedness that is paid or retired in connection with the subject
      transaction shall be deemed to have been paid and retired as of the first
      day of the applicable period; and (ii) in the case of an Acquisition, (A)
      income statement items (whether positive or negative) attributable to the
      property, entities or business units that are the subject of such
      Acquisition shall be included to the extent relating to any period prior
      to the date of subject transaction, and (B) Indebtedness that is incurred
      in connection with the subject transaction shall be deemed to have been
      incurred as of the first day of the applicable period (provided that pro
      forma adjustments shall not be made for the imputed interest expense
      attributable to such Indebtedness for the applicable period).

            "Pro Forma Compliance Certificate" means a certificate of an
      Executive Officer of the Company delivered to the Administrative Agent in
      connection with (i) the incurrence of Funded Debt as referenced in Section
      8.1(i), (ii) any merger or consolidation referred to in Section 8.5, (iii)
      any Asset Disposition referred to in Section 8.6, (iv) any Acquisition
      referred to in the definition of "Permitted Acquisition" or (v) any
      Restricted Payment as referred to in Section 8.8, as applicable, and
      containing reasonably detailed calculations, upon giving effect to the
      applicable transaction on a Pro Forma Basis, of the Consolidated Interest
      Coverage Ratio and the Consolidated Total Leverage Ratio as of the most
      recent fiscal quarter end preceding the date of the applicable transaction
      with respect to which the Administrative Agent shall have received the
      Required Financial Information.

            "Property" means any interest in any kind of property or asset,
      whether real, personal or mixed, or tangible or intangible.

            "Register" shall have the meaning provided in Section 11.3(c).

            "Regulation D, O, T, U, or X" means Regulation D, O, T, U or X,
      respectively, of the Board of Governors of the Federal Reserve System as
      from time to time in effect and any successor to all or a portion thereof.


                                       16
<PAGE>

            "Reportable Event" means any of the events set forth in Section
      4043(c) of ERISA, other than those events as to which the notice
      requirement has been waived by regulation.

            "Required Financial Information" means the annual and quarterly
      compliance certificates and related financial statements and information
      required by the provisions of Sections 7.1(a), (b) and (c).

            "Required Lenders" means, at any time, Lenders having more than
      fifty percent (50%) of the Commitments or, if the Commitments have been
      terminated, Lenders having more than fifty percent (50%) of the aggregate
      principal amount of the Obligations outstanding (taking into account in
      each case Participation Interests or obligations to participate therein);
      provided that the Commitments of, and outstanding principal amount of
      Obligations (taking into account Participation Interests or obligations to
      participate therein) owing to, a Defaulting Lender shall be excluded for
      purposes hereof in making a determination of Required Lenders.

            "Requirement of Law" means, as to any Person, the certificate of
      incorporation and by-laws or other organizational or governing documents
      of such Person, and any law, treaty, rule, regulation or ordinance
      (including, without limitation, Environmental Laws) or 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.

            "Restricted Payment" means (i) any dividend or other payment or
      distribution, direct or indirect, on account of any shares of any class of
      Capital Stock of any member of the Consolidated Group (other than
      dividends, payments or distributions made in connection with the
      distribution of shares of common stock of the members of the Mykrolis
      Group), now or hereafter outstanding (including, without limitation, any
      payment in connection with any dissolution, merger, consolidation or
      disposition involving any member of the Consolidated Group) to any Person
      other than a member of the Consolidated Group, or to the holders, in their
      capacity as such, of any shares of any class of Capital Stock of any
      member of the Consolidated Group, now or hereafter outstanding (other than
      dividends or distributions payable in the same class of Capital Stock of
      the applicable Person or dividends or distributions payable to any Credit
      Party (directly or indirectly through Subsidiaries)) that are not members
      of the Consolidated Group, (ii) any redemption, retirement, sinking fund
      or similar payment, purchase or other acquisition for value, direct or
      indirect, of any shares of any class of Capital Stock of any member of the
      Consolidated Group, now or hereafter outstanding other than for the
      benefit of a member of the Consolidated Group, and (iii) any payment made
      to retire, or to obtain the surrender of, any outstanding warrants,
      options or other rights to acquire shares of any class of Capital Stock of
      any member of the Consolidated Group, now or hereafter outstanding made to
      a Person other than a member of the Consolidated Group.

            "Revolving Commitment" means, with respect to each Lender, the
      commitment of such Lender to make Revolving Loans in an aggregate
      principal Dollar amount up to such Lender's Revolving Commitment
      Percentage at such time of the Aggregate Revolving Committed Amount at
      such time.

            "Revolving Commitment Percentage" means, for each Lender, a fraction
      (expressed as a percentage) the numerator of which is the Revolving
      Committed Amount of such Lender at such time and the denominator of which
      is the Aggregate Revolving Committed Amount at such time. The initial
      Revolving Commitment Percentage of each Lender is set forth on Schedule
      2.1(a).


                                       17
<PAGE>

            "Revolving Committed Amount" means, with respect to each Lender, the
      amount of such Lender's Revolving Commitment. The initial Revolving
      Committed Amount of each Lender is set forth on Schedule 2.1(a).

            "Revolving Loans" shall have the meaning provided in Section 2.1(a).

            "Revolving Note" or "Revolving Notes" means the promissory notes in
      favor of each of the Lenders evidencing the Revolving Loans and Swingline
      Loans, in substantially the form attached as Schedule 2.5, individually or
      collectively, as appropriate, as such promissory notes may be amended,
      modified, supplemented, extended, renewed or replaced from time to time.

            "S&P" means Standard & Poor's Ratings Group, a division of The
      McGraw Hill Companies, Inc., or any successor or assignee of the business
      of such division in the business of rating securities.

            "Sale and Leaseback Transaction" means any arrangement pursuant to
      which any member of the Consolidated Group, directly or indirectly,
      becomes liable as lessee, guarantor or other surety with respect to any
      lease, whether an Operating Lease or a Capital Lease, of any Property that
      such member of the Consolidated Group (a) has sold or transferred (or is
      to sell or transfer) to, or arranged the purchase by, a Person that is not
      a member of the Consolidated Group or (b) intends to use for substantially
      the same purpose as any other Property that has been sold or transferred
      (or is to be sold or transferred) by such member of the Consolidated Group
      to another Person that is not a member of the Consolidated Group in
      connection with such lease.

            "Securities Exchange Act" means the Securities Exchange Act of 1934.

            "Securitization Transaction" means any financing transaction or
      series of financing transactions that have been or may be entered into by
      a member of the Consolidated Group pursuant to which such member of the
      Consolidated Group may sell, convey or otherwise transfer to (i) a
      Subsidiary or Affiliate (a "Securitization Subsidiary"), or (ii) any other
      Person, or may grant a security interest in, any accounts receivable,
      notes receivable, rights to future lease payments or residuals or other
      similar rights to payment (the "Securitization Receivables") (whether such
      Securitization Receivables are then existing or arising in the future) of
      such member of the Consolidated Group, and any assets related thereto,
      including, without limitation, all security interests in merchandise or
      services financed thereby, the proceeds of such Securitization
      Receivables, and other assets that are customarily sold or in respect of
      which security interests are customarily granted in connection with
      securitization transactions involving such assets.

            "Senior Note Agreements" means the Note Purchase and Exchange
      Agreement dated March 3, 1994, as amended as of March 21, 1997, and as of
      November 2, 1998, between Metropolitan Life Insurance Company and the
      Company.

            "Single Employer Plan" means any Plan that is covered by Title IV of
      ERISA, but that is not a Multiemployer Plan or a Multiple Employer Plan.

            "Standby Letter of Credit Fee" shall have the meaning provided in
      Section 3.5(b)(i).

            "Subject Properties" shall have the meaning provided in Section
      6.16(a).


                                       18
<PAGE>

            "Subordinated Debt" means any Indebtedness of a member of the
      Consolidated Group that by its terms is expressly subordinated in right of
      payment and of claim to the prior payment of the obligations of the Credit
      Parties under the Credit Documents on terms and conditions and evidenced
      by documentation satisfactory to the Administrative Agent and the Required
      Lenders.

            "Subsidiary" means, as to any Person at any time, (a) any
      corporation more than fifty percent (50%) of whose Voting 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 such 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 such time owned by such Person directly or indirectly
      through Subsidiaries, and (b) any partnership, association, joint venture
      or other entity of which such Person directly or indirectly through
      Subsidiaries owns at such time more than fifty percent (50%) of the Voting
      Stock; provided that notwithstanding anything herein to the contrary, for
      all purposes hereof, members of the Mykrolis Group shall not be deemed
      Subsidiaries for purposes hereof. Unless otherwise provided, "Subsidiary"
      shall refer to a Subsidiary of the Company.

            "Support Obligations" means, with respect to any Person, without
      duplication, any obligations of such Person (other than endorsements in
      the ordinary course of business of negotiable instruments for deposit or
      collection) guaranteeing or intended to guarantee any Indebtedness of any
      other Person in any manner, whether direct or indirect, and including,
      without limitation, any obligation, whether or not contingent, (i) to
      purchase any such Indebtedness or any Property constituting security
      therefor, (ii) to advance or provide funds or other support for the
      payment or purchase of any such Indebtedness or to maintain working
      capital, solvency or other balance sheet condition of such other Person
      for the benefit of any holder of Indebtedness of such other Person, (iii)
      to lease or purchase Property, securities or services primarily for the
      purpose of assuring the holder of such Indebtedness, or (iv) to otherwise
      assure or hold harmless the holder of such Indebtedness against loss in
      respect thereof. The amount of any Support 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 Support Obligation is
      made.

            "Swingline Commitment" means, with respect to the Swingline Lender,
      the commitment of the Swingline Lender to make Swingline Loans in an
      aggregate principal amount at any time outstanding up to the Swingline
      Committed Amount and, with respect to each Lender, the commitment of such
      Lender to purchase Participation Interests in Swingline Loans up to such
      Lender's Revolving Commitment Percentage.

            "Swingline Committed Amount" shall have the meaning provided in
      Section 2.1(c).

            "Swingline Lender" means Bank of America.

            "Swingline Loan" shall have the meaning provided in Section 2.1(c).

            "Synthetic Lease" means any synthetic lease, tax retention operating
      lease, off-balance sheet loan or similar off-balance sheet financing
      product where such transaction is considered borrowed money indebtedness
      for tax purposes but is classified as an Operating Lease under GAAP.

            "Taxes" shall have the meaning provided in Section 3.11.

            "Termination Date" means October 5, 2006 or such later date as to
      which all of the Lenders may in their sole discretion by written consent
      agree.


                                       19
<PAGE>

            "Threshold Requirement" shall have the meaning provided in Section
      7.11.

            "Trade Letter of Credit Fee" shall have the meaning provided in
      Section 3.5(b)(ii).

            "Voting Stock" means, with respect to any Person, Capital Stock
      issued by such Person, the holders of which are ordinarily, in the absence
      of contingencies, entitled to vote for the election of directors (or
      persons performing similar functions) of such Person, even though the
      right so to vote has been suspended by the happening of such a
      contingency.

            "Wholly Owned Subsidiary" of any Person means any Subsidiary one
      hundred percent (100%) of whose Voting Stock (other than, with respect to
      Foreign Subsidiaries, Capital Stock held pursuant to director's qualifying
      share requirements under applicable law) is at the time owned by such
      Person directly or indirectly through other Wholly Owned Subsidiaries.

1.2   Computation of Time Periods.

      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".

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 (or,
prior to the delivery of the first financial statements pursuant to Section 7.1,
consistent with the annual audited financial statements referenced in Section
6.1(a)); provided, however, if (a) the Company 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 sixty days after delivery of such financial statements, then such
calculations shall be made on a basis consistent with the most recent financial
statements delivered by the Credit Parties to the Lenders as to which no such
objection shall have been made.

      Notwithstanding anything herein to the contrary, determination of
compliance with the financial covenants hereunder shall be made on a Pro Forma
Basis, and all Pro Forma Compliance Certificates required to be delivered
hereunder shall be in form, substance and detail reasonably satisfactory to the
Administrative Agent.

                                    SECTION 2

                                CREDIT FACILITIES

2.1   Commitments.

      (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make revolving
credit loans in Dollars (the "Revolving Loans") to the Company from time to time
in the amount of such Lender's Revolving Commitment


                                       20
<PAGE>

Percentage of such Revolving Loans for the purposes hereinafter set forth;
provided that (i) with regard to the Lenders collectively, the aggregate
principal Dollar amount of Obligations outstanding at any time shall not exceed
TWO HUNDRED THIRTY MILLION DOLLARS ($230,000,000) (as such amount may be
increased or reduced from time to time in accordance with the provisions hereof,
the "Aggregate Revolving Committed Amount"), and (ii) with regard to each Lender
individually, the aggregate principal Dollar amount of such Lender's Revolving
Commitment Percentage of Obligations outstanding at any time shall not exceed
such Lender's Revolving Committed Amount. Revolving Loans may consist of Base
Rate Loans or Eurocurrency Loans, or a combination thereof, as the Company may
request, and may be repaid and reborrowed in accordance with the provisions
hereof.

      (b) Letter of Credit Commitment. During the Commitment Period, in reliance
upon the agreements of the Lenders set forth in Section 2.6 and subject to the
terms and conditions hereof and of the LOC Documents, if any, and such other
terms and conditions that the Issuing Lender may reasonably require, the Issuing
Lender shall issue, and the Lenders shall participate in, such Letters of Credit
in Dollars as the Company may request for its own account or for the account of
another Credit Party as provided herein, in a form acceptable to the Issuing
Lender, for the purposes hereinafter set forth; provided that (i) the aggregate
principal amount of LOC Obligations shall not at any time exceed SEVENTY-FIVE
MILLION DOLLARS ($75,000,000) (as such amount may be reduced from time to time
in accordance with the provisions hereof, the "LOC Committed Amount"), (ii) with
regard to the Lenders collectively, the aggregate principal Dollar amount of
Obligations outstanding at any time shall not exceed the Aggregate Revolving
Committed Amount, and (iii) with regard to each Lender individually, the
aggregate principal Dollar amount of such Lender's Revolving Commitment
Percentage of Obligations outstanding at any time shall not exceed such Lender's
Revolving Committed Amount. Letters of Credit shall not have an original expiry
date more than one year from the date of issuance or extension. No Letter of
Credit shall have an expiry date, whether as originally issued or by extension,
extending beyond the date five Business Days prior to the Termination Date. Each
Letter of Credit shall comply with the related LOC Documents. The issuance date
of each Letter of Credit shall be a Business Day.

      (c) Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender agrees to make certain
revolving credit loans in Dollars (the "Swingline Loans") to the Company from
time to time for the purposes hereinafter set forth; provided that (i) the
aggregate principal amount of Swingline Loans shall not at any time exceed
TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be reduced from time to
time in accordance with the provisions hereof, the "Swingline Committed
Amount"), and (ii) with regard to the Lenders collectively, the aggregate
principal Dollar amount of Obligations outstanding at any time shall not exceed
the Aggregate Revolving Committed Amount. Swingline Loans shall consist of Base
Rate Loans, and may be repaid and reborrowed in accordance with the provisions
hereof.

      (d) Increase in Revolving Commitments. Subject to the terms and conditions
set forth herein, the Company may, at any time within 180 days of the date
hereof, upon written notice to the Administrative Agent, increase the Aggregate
Revolving Committed Amount to not more than TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000); provided that:

            (i) the Company shall obtain commitments for the amount of the
      increase from existing Lenders or other commercial banks or financial
      institutions reasonably acceptable to the Administrative Agent, provided
      that such other commercial banks and financial institutions join in this
      Credit Agreement as Lenders by joinder agreement substantially in the form
      of Schedule 2.1(d) attached hereto or other arrangement reasonably
      acceptable to the Administrative Agent,


                                       21
<PAGE>

            (ii) any such increase shall be in a minimum aggregate principal
      amount of $5 million and integral multiples of $1 million in excess
      thereof (or the remaining amount, if less),

            (iii) if any Revolving Loans are outstanding at the time of any such
      increase, the Company shall make such payments and adjustments on the
      Revolving Loans (including payment of any break-funding amounts owing
      under Section 3.12) as may be necessary to give effect to the revised
      commitment percentages and commitment amounts, and

            (iv) the conditions to the making of a Revolving Loan set forth in
      Section 5.2 shall be satisfied.

      In connection with any such increase in the Revolving Commitments,
Schedule 2.1(a) shall be revised to reflect the modified commitments and
commitment percentages of the Lenders, and the Company shall provide supporting
corporate resolutions, legal opinions, promissory notes and other items as may
be reasonably requested by the Administrative Agent and the Lenders in
connection therewith.

2.2   Method of Borrowing.

      (a) Notice of Request for Extensions of Credit. The Company shall request
an Extension of Credit by written notice (or telephonic notice promptly
confirmed in writing) as follows:

            (i) Revolving Loans. By the Company to the Administrative Agent not
      later than 11:00 A.M. (Charlotte, North Carolina time) on the Business Day
      prior to the date of the requested borrowing in the case of Base Rate
      Loans and on the third Business Day prior to the date of the requested
      borrowing in the case of Eurocurrency Loans. Each such request for
      borrowing shall be irrevocable and shall specify (A) that a Revolving Loan
      is requested, (B) the date of the requested borrowing (which shall be a
      Business Day), (C) the aggregate principal amount to be borrowed, and (D)
      whether the borrowing shall be comprised of Base Rate Loans, Eurocurrency
      Loans or a combination thereof, and if Eurocurrency Loans are requested,
      the Interest Period(s) therefor. A form of Notice of Borrowing is attached
      as Schedule 2.2(a)(i). The Administrative Agent shall give notice to each
      Lender promptly upon receipt of each Notice of Borrowing pursuant to this
      Section 2.2(a)(i), the contents thereof and each Lender's share of any
      borrowing to be made pursuant thereto.

            (ii) Letters of Credit. With respect to Letters of Credit, by the
      Company to the Issuing Lender with a copy to the Administrative Agent not
      later than 11:00 A.M. (Charlotte, North Carolina time) on the third
      Business Day prior to the date of the requested issuance or extension (or
      such shorter period as may be agreed by the Issuing Lender). Each such
      request for issuance or extension of a Letter of Credit shall be
      irrevocable and shall specify, among other things, (A) that a Letter of
      Credit is requested, (B) the date of the requested issuance or extension,
      (C) the type, amount, expiry date and terms on which the Letter of Credit
      is to be issued or extended, and (D) the beneficiary. A form of Notice of
      Request for Letter of Credit is attached as Schedule 2.2(a)(ii).

            (iii) Swingline Loans. In the case of Swingline Loans, by the
      Company to the Swingline Lender with a copy to the Administrative Agent
      not later than 11:00 A.M. (Charlotte, North Carolina time) on the Business
      Day of the requested borrowing. Each such request for borrowing shall be
      irrevocable and shall specify (A) that a Swingline Loan is requested, (B)
      the date of the requested borrowing (which shall be a Business Day), (C)
      the aggregate principal amount to be borrowed, and (D) the maturity
      requested therefor. A form of Notice of Borrowing is attached as Schedule
      2.2(a)(i). Each Swingline Loan shall have a maturity date as the Company
      may request and


                                       22
<PAGE>

      the Swingline Lender may agree, but not in any event more than fourteen
      days from the date of borrowing therefor.

      (b) Minimum Amounts. Each Revolving Loan advance shall be (i) in the case
of Eurocurrency Loans, in a minimum principal amount of $5 million and integral
multiples of $1 million in excess thereof, (ii) in the case of Base Rate Loans,
$1 million (or, if less, the remaining Aggregate Revolving Committed Amount) and
integral multiples of $250,000 in excess thereof. Each Swingline Loan advance
shall be in a minimum principal amount of $500,000 and integral multiples of
$100,000 in excess thereof (or the remaining amount of the Swingline Committed
Amount, if less).

      (c) Information Not Provided. If in connection with any request for a
Revolving Loan, the Company shall fail to specify (i) an applicable Interest
Period in the case of a Eurocurrency Loan, the Company shall be deemed to have
requested an Interest Period of one month, or (ii) the type of loan requested,
the Company shall be deemed to have requested a Base Rate Loan.

      (d) Maximum Number of Eurocurrency Loans. Revolving Loans may be comprised
of no more than five Eurocurrency Loans outstanding at any time. For purposes
hereof, Eurocurrency Loans with separate or different Interest Periods will be
considered as separate Eurocurrency Loans even if their Interest Periods expire
on the same date.

2.3   Interest.

      Subject to Section 3.1, the Loans shall bear interest at a per annum rate,
payable in arrears on each applicable Interest Payment Date (or at such other
times as may be specified herein), as follows:

            (a) Base Rate Loans. During such periods as the Loans shall be
      comprised of Base Rate Loans, the Adjusted Base Rate; and

            (b) Eurocurrency Loans. During such periods as the Loans shall be
      comprised of Eurocurrency Loans, the Adjusted Eurocurrency Rate.

2.4   Repayment.

            (a) Revolving Loans. The principal amount of all Revolving Loans
      shall be due and payable in full on the Termination Date.

            (b) Swingline Loans. The principal amount of all Swingline Loans
      shall be due and payable in full on the earlier of (A) the maturity date
      for such Swingline Loan or (B) the Termination Date.

2.5   Notes.

      The Revolving Loans and the Swingline Loans shall be evidenced by the
Revolving Notes.

2.6   Additional Provisions relating to Letters of Credit.

      (a) Reports. The Issuing Lender will provide to the Administrative Agent
for dissemination to the Lenders at least quarterly, and more frequently upon
request, a detailed summary report on its Letters of Credit and the activity
thereon, including, among other things, the Credit Party for whose account the
Letter of Credit is issued, the beneficiary, the face amount, and the expiry
date. The Issuing


                                       23
<PAGE>

Lender will provide copies of the Letters of Credit to the Administrative Agent
and the Lenders promptly upon request.

         (b) Participation. Each Lender, with respect to the Existing Letters of
Credit, hereby purchases a Participation Interest in Existing Letters of Credit,
and with respect to Letters of Credit issued on or after the Closing Date, upon
issuance of a Letter of Credit, shall be deemed to have purchased without
recourse a risk participation from the Issuing Lender in such Letter of Credit
and the obligations arising thereunder, in each case in an amount equal to its
pro rata share of the obligations under such Letter of Credit (based on the
respective Revolving Commitment Percentages of the Lenders) and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not
as surety, and be obligated to pay to the Issuing Lender therefor and discharge
when due, its pro rata share of the obligations arising under such Letter of
Credit. Without limiting the scope and nature of each Lender's participation in
any Letter of Credit, to the extent that the Issuing Lender has not been
reimbursed as required hereunder or under any such Letter of Credit, each Lender
shall pay to the Issuing Lender its pro rata share of such unreimbursed drawing
in same day funds on the day of notification by the Issuing Lender of an
unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The
obligation of each Lender to so reimburse the Issuing Lender shall be absolute
and unconditional and shall not be affected by the occurrence of a Default, an
Event of Default or any other occurrence or event. Any such reimbursement shall
not relieve or otherwise impair the obligation of the Company to reimburse the
Issuing Lender under any Letter of Credit, together with interest as hereinafter
provided.

         (c) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Company. Unless the Company
shall immediately notify the Issuing Lender that the Company intends to
otherwise reimburse the Issuing Lender for such drawing, the Company shall be
deemed to have requested that the Lenders make a Revolving Loan in the amount of
the drawing as provided in subsection (d) hereof on the related Letter of
Credit, the proceeds of which will be used to satisfy the related reimbursement
obligations. The Company promises to reimburse the Issuing Lender on the day of
drawing under any Letter of Credit (either with the proceeds of a Revolving Loan
obtained hereunder or otherwise) in same day funds. If the Company shall fail to
reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of
such drawing shall bear interest at a per annum rate equal to the Adjusted Base
Rate plus two percent (2%). The Company's reimbursement obligations hereunder
shall be absolute and unconditional under all circumstances irrespective of any
rights of setoff, counterclaim or defense to payment the Company may claim or
have against the Issuing Lender, the Administrative Agent, the Lenders, the
beneficiary of the Letter of Credit drawn upon or any other Person, including,
without limitation, any defense based on any failure of the Company or any other
Credit Party to receive consideration or the legality, validity, regularity or
unenforceability of the Letter of Credit. The Issuing Lender will promptly
notify the Administrative Agent (who will, in turn, promptly notify the other
Lenders) of the amount of any unreimbursed drawing and each Lender shall
promptly pay to the Administrative Agent for the account of the Issuing Lender
in Dollars and in immediately available funds, the amount of such Lender's
Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall
be made on the day such notice is received by such Lender from the Issuing
Lender if such notice is received at or before 2:00 P.M. (Charlotte, North
Carolina time) otherwise such payment shall be made at or before 12:00 Noon
(Charlotte, North Carolina time) on the Business Day next succeeding the day
such notice is received. If such Lender does not pay such amount to the Issuing
Lender in full upon such request, such Lender shall, on demand, pay to the
Administrative Agent for the account of the Issuing Lender interest on the
unpaid amount during the period from the date of such drawing until such Lender
pays such amount to the Issuing Lender in full at a rate per annum equal to, if
paid within two Business Days of the date that such Lender is required to make
payments of such amount pursuant to the preceding sentence, the Federal Funds
Rate and thereafter at a rate equal to the Base Rate. Each Lender's obligation
to make such payment to the Issuing Lender, and the right of the Issuing Lender
to receive the same, shall be absolute and unconditional, shall not be affected
by any circumstance whatsoever and without regard to the termination of this
Credit Agreement or the Commitments


                                       24
<PAGE>

hereunder, the existence of a Default or Event of Default or the acceleration of
the obligations of the Company hereunder and shall be made without any offset,
abatement, withholding or reduction whatsoever. Simultaneously with the making
of each such payment by a Lender to the Issuing Lender, such Lender shall,
automatically and without any further action on the part of the Issuing Lender
or such Lender, acquire a participation in an amount equal to such payment
(excluding the portion of such payment constituting interest owing to the
Issuing Lender) in the related unreimbursed drawing portion of the LOC
Obligation and in the interest thereon and in the related LOC Documents, and
shall have a claim against the Company with respect thereto.

      (d) Repayment with Revolving Loans. On any day on which the Company shall
have requested, or been deemed to have requested, a Revolving Loan advance to
reimburse a drawing under a Letter of Credit, the Administrative Agent shall
give notice to the Lenders that a Revolving Loan has been requested or deemed
requested by the Company to be made in connection with a drawing under a Letter
of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans
(or Eurocurrency Loans to the extent the Company has complied with the
procedures of Section 2.2(a)(i) with respect thereto) shall be promptly made to
the Company by all Lenders (notwithstanding any termination of the Commitments
pursuant to Section 9.2) pro rata based on the respective Revolving Commitment
Percentages of the Lenders (determined before giving effect to any termination
of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be
paid directly to the Issuing Lender for application to the respective LOC
Obligations. Each such Lender hereby irrevocably agrees to make its Revolving
Commitment Percentage of each such Revolving Loan promptly upon any such request
or deemed request in the amount, in the manner and on the date specified in the
preceding sentence notwithstanding (i) the amount of such borrowing may not
comply with the minimum amount for advances of Revolving Loans otherwise
required hereunder, (ii) whether any conditions specified in Section 5.2 are
then satisfied, (iii) whether a Default or an Event of Default then exists, (iv)
failure for any such request or deemed request for Revolving Loan to be made by
the time otherwise required hereunder, (v) whether the date of such borrowing is
a date on which Revolving Loans are otherwise permitted to be made hereunder or
(vi) any termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to any Credit Party), then each such Lender hereby
agrees that it shall forthwith purchase (as of the date such borrowing would
otherwise have occurred, but adjusted for any payments received from the Company
on or after such date and prior to such purchase) from the Issuing Lender such
participation in the outstanding LOC Obligations as shall be necessary to cause
each such Lender to share in such LOC Obligations ratably (based upon the
respective Commitment Percentages of the Lenders (determined before giving
effect to any termination of the Commitments pursuant to Section 9.2)); provided
that in the event such payment is not made on the day of drawing, such Lender
shall pay in addition to the Issuing Lender interest on the amount of its
unfunded Participation Interest at a rate equal to, if paid within two Business
Days of the date of drawing, the Federal Funds Rate, and thereafter at the Base
Rate.

      (e) Designation of other Credit Parties as Account Parties.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including, without limitation, Sections 2.1(c) and 2.2(a)(ii) hereof, a Letter
of Credit issued hereunder may contain a statement to the effect that such
Letter of Credit is issued for the account of a Credit Party other than the
Company; provided that notwithstanding such statement, the Company shall be the
actual account party for all purposes of this Credit Agreement for such Letter
of Credit and such statement shall not affect the Company's reimbursement
obligations hereunder with respect to such Letter of Credit.

      (f) Renewal, Extension. The renewal or extension of any Letter of Credit
shall, for purposes hereof, be treated in all respects the same as the issuance
of a new Letter of Credit hereunder.


                                       25
<PAGE>

      (g) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the Issuing Lender and the Company when a Letter of Credit is issued, (i) the
rules of the "International Standby Practices 1998" published by the Institute
of International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

      (h) Indemnification; Nature of Issuing Lender's Duties.

            (i) In addition to its other obligations under this Section 2.6, the
      Company hereby agrees to protect, indemnify, pay, save and hold the
      Issuing Lender and the Lenders harmless from and against any and all
      claims, demands, liabilities, damages, losses, costs, charges and expenses
      (including reasonable attorneys' fees) that the Issuing Lender or any
      Lender may incur or be subject to as a consequence, direct or indirect, of
      (A) the issuance of any Letter of Credit or (B) the failure of the Issuing
      Lender to honor a drawing under a Letter of Credit as a result of any act
      or omission, whether rightful or wrongful, of any present or future de
      jure or de facto government or governmental authority (all such acts or
      omissions, herein called "Government Acts").

            (ii) As between the Company and the Issuing Lender, the Company
      shall assume all risks of the acts, omissions or misuse of any Letter of
      Credit by the beneficiary thereof. The Issuing Lender shall not be
      responsible: (A) for the form, validity, sufficiency, accuracy,
      genuineness or legal effect of any document submitted by any party in
      connection with the application for and issuance of any Letter of Credit,
      even if it should in fact prove to be in any or all respects invalid,
      insufficient, inaccurate, fraudulent or forged; (B) for the validity or
      sufficiency of any instrument transferring or assigning or purporting to
      transfer or assign any Letter of Credit or the rights or benefits
      thereunder or proceeds thereof, in whole or in part, that may prove to be
      invalid or ineffective for any reason; (C) for errors, omissions,
      interruptions or delays in transmission or delivery of any messages, by
      mail, cable, telegraph, telex or otherwise, whether or not they be in
      cipher; (D) for any loss or delay in the transmission or otherwise of any
      document required in order to make a drawing under a Letter of Credit or
      of the proceeds thereof; and (E) for any consequences arising from causes
      beyond the control of the Issuing Lender, including, without limitation,
      any Government Acts. None of the above shall affect, impair, or prevent
      the vesting of the Issuing Lender's rights or powers hereunder.

            (iii) In furtherance and extension and not in limitation of the
      specific provisions hereinabove set forth, any action taken or omitted by
      the Issuing Lender, under or in connection with any Letter of Credit or
      the related certificates, if taken or omitted in good faith, shall not put
      such Issuing Lender under any resulting liability to the Company or any
      other Credit Party. It is the intention of the parties that this Credit
      Agreement shall be construed and applied to protect and indemnify the
      Issuing Lender against any and all risks involved in the issuance of the
      Letters of Credit, all of which risks are hereby assumed by the Company
      (on behalf of itself and each of the other Credit Parties), including,
      without limitation, any and all Government Acts. The Issuing Lender shall
      not, in any way, be liable for any failure by the Issuing Lender or anyone
      else to pay any drawing under any Letter of Credit as a result of any
      Government Acts or any other cause beyond the control of the Issuing
      Lender.

            (iv) Nothing in this subsection (h) is intended to limit the
      reimbursement obligations of the Company contained in subsection (d)
      above. The obligations of the Company under this subsection (h) shall
      survive the termination of this Credit Agreement. No act or omissions of
      any


                                       26
<PAGE>

      current or prior beneficiary of a Letter of Credit shall in any way affect
      or impair the rights of the Issuing Lender to enforce any right, power or
      benefit under this Credit Agreement.

            (v) Notwithstanding anything to the contrary contained in this
      subsection (h), the Company shall have no obligation to indemnify the
      Issuing Lender in respect of any liability incurred by the Issuing Lender
      (A) arising solely out of the gross negligence or willful misconduct of
      the Issuing Lender, as determined by a court of competent jurisdiction, or
      (B) caused by the Issuing Lender's failure to pay under any Letter of
      Credit after presentation to it of a request strictly complying with the
      terms and conditions of such Letter of Credit, as determined by a court of
      competent jurisdiction, unless such payment is prohibited by any law,
      regulation, court order or decree.

      (i) Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.6 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.6 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

      (j) Limitation on Obligation of the Issuing Lender. Notwithstanding
anything contained herein to the contrary, the Issuing Lender shall not be under
any obligation to issue, renew or extend any Letter of Credit if any order,
judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the Issuing Lender from issuing a Letter of
Credit, or any applicable law, rule or regulation or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing
Lender refrain from, the issuance of letters of credit generally or any such
Letter of Credit in particular, or shall impose upon the Issuing Lender with
respect to any such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Lender is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon the Issuing
Lender any unreimbursed loss, costs or expense which was not applicable on the
Closing Date and which the Issuing Lender should deem material to it in good
faith.

      (k) Conflict with LOC Documents. In the event of any conflict between this
Credit Agreement and any LOC Document (including any letter of credit
application), this Credit Agreement shall control.

2.7   Additional Provisions relating to Swingline Loans.

      The Swingline Lender may, at any time, in its sole discretion, by written
notice to the Company and the Lenders, demand repayment of its Swingline Loans
by way of a Revolving Loan advance, in which case the Company shall be deemed to
have requested a Revolving Loan advance comprised solely of Base Rate Loans in
the amount of such Swingline Loans; provided, however, that any such demand
shall be deemed to have been given one Business Day prior to the Termination
Date and on the date of the occurrence of any Event of Default described in
Section 9.1 and upon acceleration of the indebtedness hereunder and the exercise
of remedies in accordance with the provisions of Section 9.2. Each Lender hereby
irrevocably agrees to make its Revolving Commitment Percentage of each such
Revolving Loan in the amount, in the manner and on the date specified in the
preceding sentence notwithstanding (a) the amount of such borrowing may not
comply with the minimum amount for advances of Revolving Loans otherwise
required hereunder, (b) whether any conditions specified in Section 5.2 are then
satisfied, (c) whether a Default or an Event of


                                       27
<PAGE>

Default then exists, (d) failure of any such request or deemed request for
Revolving Loan to be made by the time otherwise required hereunder, (e) whether
the date of such borrowing is a date on which Revolving Loans are otherwise
permitted to be made hereunder or (f) any termination of the Commitments
relating thereto immediately prior to or contemporaneously with such borrowing.
In the event that any Revolving Loan cannot for any reason be made on the date
otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code with respect to the
Company or any other Credit Party), then each Lender hereby agrees that it shall
forthwith purchase (as of the date such borrowing would otherwise have occurred,
but adjusted for any payments received from the Company on or after such date
and prior to such purchase) from the Swingline Lender such Participation
Interests in the outstanding Swingline Loans as shall be necessary to cause each
such Lender to share in such Swingline Loans ratably based upon its Revolving
Commitment Percentage (determined before giving effect to any termination of the
Commitments pursuant to Section 3.4), provided that (i) all interest payable on
the Swingline Loans shall be for the account of the Swingline Lender until the
date as of which the respective Participation Interest is funded and (ii) at the
time any purchase of Participation Interests pursuant to this sentence is
actually made, the purchasing Lender shall be required to pay to the Swingline
Lender, to the extent not paid to the Swingline Lender by the Company in
accordance with the terms of Section 2.4(b), interest on the principal amount of
Participation Interests purchased for each day from and including the day upon
which such borrowing would otherwise have occurred to but excluding the date of
payment for such Participation Interests, at the rate equal to the Federal Funds
Rate.

                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1   Default Rate.

      Upon notice from the Administrative Agent to the Company following the
occurrence, and during the continuance, of an Event of Default, (i) 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 shall bear
interest, payable on demand, at a per annum rate two percent (2%) greater than
the rate which would otherwise be applicable (or if no rate is applicable,
whether in respect of interest, fees or other amounts, then the Adjusted Base
Rate plus two percent (2%)) and (ii) the Standby Letter of Credit Fee and the
Trade Letter of Credit Fee shall accrue at a per annum rate two percent (2%)
greater than the rate which would otherwise be applicable.

3.2   Continuation and Conversion.

      The Company shall have the option, on any Business Day, to extend existing
Loans into a subsequent permissible Interest Period or to convert Loans into
Loans of another interest rate type; provided, however, that (i) except as
provided in Section 3.8, Eurocurrency Loans may be converted into Base Rate
Loans or extended as Eurocurrency Loans for new Interest Periods only on the
last day of the Interest Period applicable thereto, (ii) Eurocurrency Loans may
be extended, and Base Rate Loans may be converted into Eurocurrency Loans, only
if the conditions precedent set forth in Section 5.2 are satisfied on the date
of Continuation or Conversion, (iii) Loans extended as, or converted into,
Eurocurrency Loans shall be subject to the terms of the definition of "Interest
Period" and shall be in such minimum amounts as provided in Section 2.2(b), and
(iv) any request for Continuation or Conversion of a Eurocurrency Loan which
shall fail to specify an Interest Period shall be deemed to be a request for an
Interest Period of one month. Each such Continuation or Conversion shall be
effected by the Company by giving a Notice of Continuation/Conversion (or
telephonic notice promptly confirmed in writing) to the office of the
Administrative Agent specified in Section 11.1, or at such other office as the
Administrative Agent may designate in writing, prior to 11:00 A.M. (Charlotte,
North Carolina time), (x) on the Business Day of the requested Continuation or
Conversion,


                                       28
<PAGE>

in the case of the Conversion of a Eurocurrency Loan into a Base Rate Loan and
(y) on the third Business Day prior to the date of the requested Continuation or
Conversion, in the case of the Continuation of a Eurocurrency Loan as, or
Conversion of a Base Rate Loan into, a Eurocurrency Loan. The Notice of
Continuation/Conversion shall specify the date of the proposed Continuation or
Conversion, the date of the proposed Continuation or Conversion, the Loans to be
so extended or converted, the types of Loans into which such Loans are to be
converted, and, if appropriate, the applicable Interest Periods with respect
thereto. Each request for Continuation or Conversion shall be irrevocable and
shall constitute a representation and warranty by the Company of the matters
specified in Section 5.2. In the event the Company fails to request Continuation
or Conversion of any Eurocurrency Loan in accordance with this Section, or any
such Conversion or Continuation is not permitted or required by this Section,
then such Eurocurrency Loan shall be automatically converted into a Base Rate
Loan at the end of the Interest Period applicable thereto. The Administrative
Agent shall give each Lender notice as promptly as practicable of any such
proposed Continuation or Conversion affecting any Revolving Loan.

3.3   Prepayments.

      (a) Voluntary Prepayments. The Loans may be repaid in whole or in part
without premium or penalty; provided that (i) Eurocurrency Loans may be prepaid
only upon three Business Days prior written notice to the Administrative Agent
and must be accompanied by payment of any amounts owing under Section 3.12, if
any, and (ii) partial prepayments shall be (A) in the case of Eurocurrency
Loans, in minimum principal amounts of $5 million and in integral multiples of
$1 million in excess thereof and (B) in the case of Base Rate Loans, in minimum
principal amounts of $1 million and in integral multiples of $250,000 in excess
thereof.

      (b) Mandatory Prepayments.

            (i) Committed Amounts. If at any time (A) the aggregate principal
      Dollar amount of Obligations shall exceed the Aggregate Revolving
      Committed Amount, (B) the aggregate amount of LOC Obligations shall exceed
      the LOC Committed Amount, or (C) the aggregate principal amount of
      Swingline Loans shall exceed the Swingline Committed Amount, the Company
      shall immediately make payment on the Revolving Loans, on the Swingline
      Loans and/or to a cash collateral account in respect of the LOC
      Obligations, in an amount sufficient to eliminate the difference.

            (ii) Asset Dispositions. The Obligations shall be immediately
      prepaid as hereafter provided in an amount equal to seventy-five percent
      (75%) of the Net Cash Proceeds received from any Asset Disposition to the
      extent (A) such Net Cash Proceeds are not reinvested in the same or
      similar property or assets within six months of the date of such Asset
      Disposition, and (B) the aggregate amount of such Net Cash Proceeds not
      reinvested in accordance with the foregoing clause (A) shall exceed $20
      million in any fiscal year.

            (iii) Securitization Transactions. The Obligations shall be
      immediately prepaid as hereafter provided in an amount equal to one
      hundred percent (100%) of the Net Cash Proceeds received from any
      Securitization Transaction.

      (c) Application. Voluntary prepayments shall be applied as specified by
the Company or, if not so specified, first to Swingline Loans, next to Base Rate
Loans, then to Eurocurrency Loans in direct order of Interest Period maturities
and then to a cash collateral account to secure LOC Obligations. Mandatory
prepayments shall be applied first to Swingline Loans, next to Base Rate Loans,
then to Eurocurrency Loans in direct order of Interest Period maturities and
then to a cash collateral account to secure


                                       29
<PAGE>

LOC Obligations (with a corresponding reduction in the Aggregate Revolving
Committed Amount in an aggregate amount of prepayments required in respect of
Asset Dispositions under Section 3.3(b)(ii)).

3.4   Reduction and Termination of Commitments.

      (a) Voluntary Reduction of Commitments. The Commitments may be terminated
or permanently reduced in whole or in part by the Company upon three Business
Days prior written notice to the Administrative Agent; provided that (i) after
giving effect to any voluntary reduction the aggregate amount of Obligations
shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii)
partial reductions shall be in a minimum principal amount of $5 million, and in
integral multiples of $1 million in excess thereof.

      (b) Mandatory Reduction of Commitments. The Aggregate Revolving Committed
Amount automatically shall be permanently reduced from time to time in an amount
equal to the amount of any prepayment required by Section 3.3(b)(ii).

      (c) Termination of Commitments. The Commitments shall terminate on the
Termination Date.

3.5   Fees.

      (a) Facility Fee. In consideration of the Revolving Commitments, the
Company agrees to pay to the Administrative Agent for the ratable benefit of the
Lenders a facility fee (the "Facility Fee") equal to the Applicable Percentage
per annum on the Aggregate Revolving Committed Amount for the applicable period.
The Facility Fee shall be payable quarterly in arrears on the last day of each
March, June, September and December for the immediately preceding quarter (or a
portion thereof). If the last day of such month is not a Business Day, such fee
shall be paid on the next succeeding Business Day.

      (b) Letter of Credit Fees.

            (i) Standby Letter of Credit Issuance Fee. In consideration of the
      issuance of standby Letters of Credit, the Company promises to pay to the
      Administrative Agent for the account of each Lender a fee (the "Standby
      Letter of Credit Fee") on such Lender's Revolving Commitment Percentage of
      the average daily maximum amount available to be drawn under each such
      standby Letter of Credit computed at a per annum rate for each day from
      the date of issuance to the date of expiration equal to the Applicable
      Percentage. The Standby Letter of Credit Fee shall be payable quarterly in
      arrears on the last day of each March, June, September and December for
      the immediately preceding quarter (or a portion thereof). If the last day
      of such month is not a Business Day, such fee shall be paid on the next
      succeeding Business Day.

            (ii) Trade Letter of Credit Issuance Fee. In consideration of the
      issuance of trade Letters of Credit, the Company promises to pay to the
      Administrative Agent for the account of each Lender a fee (the "Trade
      Letter of Credit Fee") on such Lender's Revolving Commitment Percentage of
      the average daily maximum amount available to be drawn under each such
      trade Letter of Credit computed at a per annum rate for each day from the
      date of issuance to the date of expiration equal to the Applicable
      Percentage. The Trade Letter of Credit Fee shall be payable quarterly in
      arrears on the last day of each March, June, September and December for
      the immediately preceding quarter (or a portion thereof) and on the
      Termination Date. If the last day of such month is not a Business Day,
      such fee shall be paid on the next succeeding Business Day.


                                       30
<PAGE>

            (iii) Issuing Lender Fees. In addition to the Standby Letter of
      Credit Fee and the Trade Letter of Credit Fee, the Company promises to pay
      to the Administrative Agent for the account of the Issuing Lender without
      sharing by the other Lenders (i) a letter of credit fronting fee (the
      "Issuing Lender Fee") of one-fifth of one percent (0.20%) on the average
      daily maximum amount available to be drawn under each Letter of Credit
      computed at a per annum rate for each day from the date of issuance to the
      date of expiration and (ii) the customary charges from time to time of the
      Issuing Lender with respect to the issuance, amendment, transfer,
      administration, cancellation and conversion of, and drawings under, such
      Letters of Credit. The Issuing Lender Fee hereunder shall be payable
      quarterly in arrears on the last day of each March, June, September and
      December for the immediately preceding quarter (or portion thereof) and on
      the Termination Date. If the last day of such month is not a Business Day,
      such fee shall be paid on the next succeeding Business Day.

      (c) Administrative Fees. The Company agrees to pay to the Administrative
Agent, for its own account, the fees referred to in the Administrative Agent's
Fee Letter.

3.6   Capital Adequacy.

      If any Lender has determined, after the date hereof, 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 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 (including, for purposes hereof, the parent company of such Lender)
capital or assets as a consequence of its commitments or obligations hereunder
to a level below that which such Lender could have achieved but for such
adoption, effectiveness, change or compliance (taking into consideration such
Lender's policies with respect to capital adequacy), then, upon notice from such
Lender to the Company setting forth in reasonable detail the basis for
calculating the additional amounts, the Company shall be obligated to pay to
such Lender such additional amount or amounts as will compensate such Lender for
such reduction. In making claims for additional amounts hereunder, the Company
will be treated equitably as compared to similarly situated borrowers. Each
determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto.

3.7   Limitation on Eurocurrency Loans.

      If on or prior to the first day of any Interest Period for any
Eurocurrency Loan:

            (a) the Administrative Agent determines (which determination shall
      be conclusive) that by reason of circumstances affecting the relevant
      market, adequate and reasonable means do not exist for ascertaining the
      Eurocurrency Rate for such Interest Period; or

            (b) the Required Lenders determine (which determination shall be
      conclusive) and notify the Administrative Agent that the Eurocurrency Rate
      will not adequately and fairly reflect the cost to the Lenders of funding
      Eurocurrency Loans for such Interest Period;

then the Administrative Agent shall give the Company prompt notice thereof, and
so long as such condition remains in effect, the Lenders shall be under no
obligation to make additional Eurocurrency Loans, Continue Eurocurrency Loans,
or to Convert Base Rate Loans into Eurocurrency Loans with respect thereto.


                                       31
<PAGE>

3.8   Illegality.

      Notwithstanding any other provision of this Credit Agreement, in the event
that it becomes unlawful for any Lender (or its Applicable Lending Office) to
make, maintain, or fund Eurocurrency Loans hereunder, then such Lender shall
promptly notify the Company thereof and such Lender's obligation to make or
Continue Eurocurrency Loans and to Convert Base Rate Loans into Eurocurrency
Loans with respect to the affected currency shall be suspended until such time
as such Lender may again make, maintain, and fund Eurocurrency Loans (in which
case the provisions of Section 3.10 shall be applicable).

3.9   Requirements of Law.

      If, after the date hereof, the adoption of any applicable law, rule, or
regulation, or any change in any applicable law, rule, or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank, or comparable agency:

            (a) shall subject such Lender (or its Applicable Lending Office) to
      any tax, duty, or other charge with respect to any Eurocurrency Loans, its
      Notes, or its obligation to make Eurocurrency Loans, or change the basis
      of taxation of any amounts payable to such Lender (or its Applicable
      Lending Office) under this Credit Agreement or its Notes in respect of any
      Eurocurrency Loans (other than taxes imposed on the overall net income of
      such Lender by the jurisdiction in which such Lender has its principal
      office or such Applicable Lending Office);

            (b) shall impose, modify, or deem applicable any reserve, special
      deposit, assessment, or similar requirement (other than the Eurocurrency
      Reserve Requirement utilized in the determination of the Eurocurrency
      Rate) relating to any extensions of credit or other assets of, or any
      deposits with or other liabilities or commitments of, such Lender (or its
      Applicable Lending Office), including the Commitment of such Lender
      hereunder; or

            (c) shall impose on such Lender (or its Applicable Lending Office)
      or the London interbank market any other condition affecting this Credit
      Agreement or its Notes or any of such extensions of credit or liabilities
      or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurocurrency Loans or to reduce any sum received or receivable
by such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Notes with respect to any Eurocurrency Loans, then the Company shall pay to
such Lender on demand such amount or amounts as will compensate such Lender for
such increased cost or reduction. If any Lender requests compensation by the
Company under this Section 3.9, the Company may, by notice to such Lender (with
a copy to the Administrative Agent), suspend the obligation of such Lender to
make or Continue Eurocurrency Loans, or to Convert Base Rate Loans into
Eurocurrency Loans, until the event or condition giving rise to such request
ceases to be in effect (in which case the provisions of Section 3.10 shall be
applicable); provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested. Each Lender shall promptly
notify the Company and the Administrative Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Lender to
compensation pursuant to this Section 3.9, such notice setting forth in
reasonable detail the basis for the additional compensation, and will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section 3.9 shall furnish


                                       32
<PAGE>

to the Company and the Administrative Agent a statement setting forth the
additional amount or amounts to be paid to it hereunder which shall be
conclusive in the absence of manifest error. In determining such amount, such
Lender may use any reasonable averaging and attribution methods. In making
claims for additional amounts hereunder, the Company will be treated equitably
as compared to similarly situated borrowers.

3.10  Treatment of Affected Loans.

      If the obligation of any Lender to make any Eurocurrency Loan or to
Continue, or to Convert Base Rate Loans into, Eurocurrency Loans shall be
suspended pursuant to Section 3.8 or 3.9 hereof, such Lender's Eurocurrency
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of then current Interest Period(s) for such Eurocurrency Loans (or, in the case
of a Conversion required by Section 3.8 hereof, on such earlier date as such
Lender may specify to the Company with a copy to the Administrative Agent) and,
unless and until such Lender gives notice as provided below that the
circumstances specified in Section 3.8 or 3.9 hereof that gave rise to such
Conversion no longer exist:

            (a) to the extent that such Lender's Eurocurrency Loans have been so
      Converted, all payments and prepayments of principal that would otherwise
      be applied to such Lender's Eurocurrency Loans shall be applied instead to
      its Base Rate Loans; and

            (b) all Loans that would otherwise be made or Continued by such
      Lender as Eurocurrency Loans shall be made or Continued instead as Base
      Rate Loans, and all Base Rate Loans of such Lender that would otherwise be
      Converted into Eurocurrency Loans shall remain as Base Rate Loans.

If such Lender gives notice to the Company (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.8 or 3.9 hereof that gave
rise to the Conversion of such Lender's Eurocurrency Loans pursuant to this
Section 3.10 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurocurrency Loans made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurocurrency Loans, to the extent necessary so that, after
giving effect thereto, all Loans held by the Lenders holding Eurocurrency Loans
and by such Lender are held pro rata (as to principal amounts, interest rate
basis, and Interest Periods) in accordance with their respective Commitments.

3.11  Taxes.

      (a) Any and all payments by any Credit Party to or for the account of any
Lender or the Administrative Agent hereunder or under any other Credit Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case of each Lender and
the Administrative Agent, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such Lender (or its
Applicable Lending Office) or the Administrative Agent (as the case may be) is
organized or any political subdivision thereof (all such non-excluded taxes,
duties, levies, imposts, deductions, charges, withholdings, and liabilities
being hereinafter referred to as "Taxes"). If any Credit Party shall be required
by law to deduct or withhold any Taxes from or in respect of any sum payable
under this Credit Agreement or any other Credit Document to any Lender or the
Administrative Agent, (i) the sum payable shall be increased as necessary so
that after making all required deductions and withholdings (including deductions
and withholdings applicable to additional sums payable under this Section 3.11)
such Lender or the Administrative Agent receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Credit Party
shall make such deductions and withholdings, (iii) such Credit


                                       33
<PAGE>

Party shall pay the full amount deducted or withheld to the relevant taxation
authority or other authority in accordance with applicable law, and (iv) such
Credit Party shall furnish to the Administrative Agent, at its address referred
to in Section 11.1, the original or a certified copy of a receipt evidencing
payment thereof.

         (b) In addition, the Company agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under this Credit
Agreement or any other Credit Document or from the execution or delivery of, or
otherwise with respect to, this Credit Agreement or any other Credit Document
(hereinafter referred to as "Other Taxes").

         (c) The Company agrees to indemnify each Lender and the Administrative
Agent for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 3.11) paid by such Lender or such
Administrative Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

         (d) Each Lender that is not a United States person under Section
7701(a)(30) of the Internal Revenue Code, on or prior to the date of its
execution and delivery of this Credit Agreement in the case of each Lender
listed on the signature pages hereof and on or prior to the date on which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by the Company or the Administrative Agent
(but only so long as such Lender remains lawfully able to do so), shall provide
the Company and the Administrative Agent with (i) Internal Revenue Service Form
W-8 BEN or W-8 ECI, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that such Lender is entitled to benefits
under an income tax treaty to which the United States is a party which reduces
to zero the rate of withholding tax on payments of interest or certifying that
the income receivable pursuant to this Credit Agreement is effectively connected
with the conduct of a trade or business in the United States, (ii) Internal
Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and/or (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that
such Lender is entitled to an exemption from tax on payments pursuant to this
Credit Agreement or any of the other Credit Documents.

         (e) For any period with respect to which a Lender has failed to provide
the Company and the Administrative Agent with the appropriate form pursuant to
Section 3.11(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 3.11(a) or 3.11(b) with respect to Taxes imposed by the United
States; provided, however, that should a Lender, which is otherwise exempt from
or subject to a reduced rate of withholding tax, become subject to Taxes because
of its failure to deliver a form required hereunder, the Company shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.

         (f) If any Credit Party is required to pay additional amounts to or for
the account of any Lender pursuant to this Section 3.11, then such Lender will
agree to use reasonable efforts to change the jurisdiction of its Applicable
Lending Office so as to eliminate or reduce any such additional payment which
may thereafter accrue if such change, in the judgment of such Lender, is not
otherwise disadvantageous to such Lender.

         (g) Within thirty days after the date of any payment of Taxes, the
applicable Credit Party shall furnish to the Administrative Agent the original
or a certified copy of a receipt evidencing such payment.


                                       34
<PAGE>

         (h) Without prejudice to the survival of any other agreement of the
Credit Parties hereunder, the agreements and obligations of the Credit Parties
contained in this Section 3.11 shall survive the repayment of the Loans, LOC
Obligations and other obligations under the Credit Documents and the termination
of the Commitments hereunder.

3.12  Funding Losses.

      Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Company shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:

            (a) any continuation, conversion, payment or prepayment of any Loan
      other than a Base Rate Loan on a day other than the last day of the
      Interest Period for such Loan (whether voluntary, mandatory, automatic, by
      reason of acceleration, or otherwise); or

            (b) any failure by the Company (for a reason other than the failure
      of such Lender to make a Loan) to prepay, borrow, continue or convert any
      Loan other than a Base Rate Loan on the date or in the amount notified by
      the Company;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Company shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing. For purposes of calculating amounts
payable by the Company to the Lenders under this Section 3.12, each Lender shall
be deemed to have funded each Eurocurrency Loan made by it at the Interbank
Offered Rate for such Loan by a matching deposit or other borrowing in the
applicable offshore Dollar interbank market for a comparable amount and for a
comparable period, whether or not such Eurocurrency Loan was in fact so funded.

3.13  Pro Rata Treatment.

      Except to the extent otherwise provided herein:

            (a) Loans. Each Revolving Loan advance, each payment or prepayment
      of principal of any Revolving Loan (other than Swingline Loans) or
      reimbursement obligations arising from drawings under Letters of Credit,
      each payment of interest on any Revolving Loan, and each payment of
      interest thereon, each payment of the Facility Fee, each payment of the
      Letter of Credit Fee, each reduction of Aggregate Revolving Committed
      Amount, and each conversion or extension of Revolving Loan shall be
      allocated pro rata among the Lenders according to the respective Revolving
      Commitment Percentages of the Lenders.

            (b) Advances.

                  (i) No Lender shall be responsible for the failure or delay by
            any other Lender in its obligation to make its ratable share of a
            borrowing hereunder; provided, however, that the failure of any
            Lender to fulfill its obligations hereunder shall not relieve any
            other Lender of its obligations hereunder.

                  (ii) Unless the Company or any Lender has notified the
            Administrative Agent prior to the date any payment is required to be
            made by it to the Administrative Agent hereunder, that the Company
            or such Lender, as the case may be, will not make such payment, the
            Administrative Agent may assume that the Company or such Lender,


                                       35
<PAGE>

            as the case may be, has timely made such payment and may (but shall
            not be so required to), in reliance thereon, make available a
            corresponding amount to the Person entitled thereto. If and to the
            extent that such payment was not in fact made to the Administrative
            Agent in immediately available funds, then:

                        (A) if the Company failed to make such payment, each
                  Lender shall forthwith on demand repay to the Administrative
                  Agent the portion of such assumed payment that was made
                  available to such Lender in immediately available funds,
                  together with interest thereon in respect of each day from and
                  including the date such amount was made available by the
                  Administrative Agent to such Lender to the date such amount is
                  repaid to the Administrative Agent in immediately available
                  funds, at the Federal Funds Rate from time to time in effect;
                  and

                        (B) if any Lender failed to make such payment, such
                  Lender shall forthwith on demand pay to the Administrative
                  Agent the amount thereof in immediately available funds,
                  together with interest thereon for the period from the date
                  such amount was made available by the Administrative Agent to
                  the Company to the date such amount is recovered by the
                  Administrative Agent (the "Compensation Period") at a rate per
                  annum equal to the Federal Funds Rate from time to time in
                  effect. If such Lender does not pay such amount forthwith upon
                  the Administrative Agent's demand therefor, the Administrative
                  Agent may make a demand therefor upon the Company, and the
                  Company shall pay such amount to the Administrative Agent,
                  together with interest thereon for the Compensation Period at
                  a rate per annum equal to the rate of interest applicable to
                  the applicable Borrowing.

            Nothing herein shall be deemed to relieve any Lender from its
      obligation to fulfill its Commitment or to prejudice any rights that the
      Administrative Agent or the Company may have against any Lender as a
      result of any default by such Lender hereunder. A notice of the
      Administrative Agent to any Lender with respect to any amount owing under
      this subsection (d) shall be conclusive, absent manifest error.

3.14  Sharing of Payments.

      (a) Lenders. The Lenders agree that, in the event that any Lender shall
obtain payment in respect of any Revolving Loan, LOC Obligation 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 in
this Credit Agreement, such Lender shall promptly purchase from the other
Lenders a Participation Interest in such Revolving Loan, LOC Obligation and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all the Lenders share such payment
in accordance with the respective Revolving Commitment Percentages of the
Lenders, as provided in this Credit Agreement. The Lenders further agree that if
payment to any such 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 repurchase of a Participation Interest
theretofore sold, return its share of that benefit (together with its share of
any accrued interest payable with respect thereto) to each such Lender whose
payment shall have been rescinded or otherwise restored. The Company agrees that
any Lender so purchasing such a participation


                                       36
<PAGE>

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 Revolving Loan,
LOC Obligation or other obligation in the amount of such participation. 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 3.14 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 3.14 to share in the benefits of any recovery on such secured claim.

      (b) Lenders and Administrative Agent. 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.

3.15  Payments, Computations, etc.

      (a) Generally. Except as otherwise specifically provided herein, all
payments shall be made to the Administrative Agent in Dollars (except as set
forth below) in immediately available funds, and shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff, at the
Administrative Agent's office specified in Section 11.1 not later than 2:00 P.M.
(Charlotte, North Carolina time). Payments received after such time shall be
deemed to have been received on the next succeeding Business Day. The
Administrative Agent may (but shall not be obligated to) debit the amount of any
such payment which is not made by such time to any ordinary deposit account of
the Company maintained with such Administrative Agent (with notice to the
Company). The Company shall, at the time it makes any payment under this Credit
Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees,
interest or other amounts payable by the Company hereunder to which such payment
is to be applied (and in the event that it fails so to specify, or if such
application would be inconsistent with the terms hereof, the Administrative
Agent shall distribute such payment to the Lenders in such manner as the
Administrative Agent may determine to be appropriate in respect of obligations
owing by the Company hereunder, subject to the terms of Section 3.14(a) and
Section 3.15(b)). The Administrative Agent will distribute such payments to the
Lenders if any such payment is received prior to 12:00 Noon (Charlotte, North
Carolina time or London, England time, as appropriate) on a Business Day in like
funds as received prior to the end of such Business Day and otherwise such
Administrative Agent will distribute such payment to the Lenders entitled
thereto 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 as
expressly provided otherwise herein, all computations of interest and fees shall
be made on the basis of the actual number of days elapsed over a year of 360
days, except with respect to computation of interest on Base Rate Loans
determined by reference to the Prime Rate, which shall be calculated based on a
year of 365 or 366 days, as appropriate. Interest shall accrue from and include
the date of borrowing, but exclude the date of payment.

      (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after the occurrence
and during the continuance of an Event of Default, all amounts collected or
received on or in respect of the Obligations (or other amounts owing under the
Credit Documents in connection therewith) 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 and
      the allocated cost of internal counsel) of the collateral agent incurred
      in connection with the execution of its duties as collateral agent in


                                       37
<PAGE>

      exercising or attempting to exercise rights and remedies in respect of the
      collateral and all protective advances made with respect thereto;

            SECOND, to the payment of all reasonable out-of-pocket costs and
      expenses (including, without limitation, reasonable attorneys' fees and
      the allocated cost of internal counsel) of the Administrative Agent in
      connection with enforcing the rights and remedies of the Lenders under the
      Credit Documents and any protective advances made with respect thereto;

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

            FOURTH, to the payment of all reasonable out-of-pocket costs and
      expenses (including, without limitation, reasonable attorneys' fees and
      the allocated cost of internal counsel) of each of the Lenders hereunder
      in connection with enforcing its rights under the Credit Documents or
      otherwise with respect to the Obligations owing to such Lender;

            FIFTH, to the payment of all accrued interest and fees on or in
      respect of the Obligations;

            SIXTH, to the payment of the outstanding principal amount of the
      Obligations (including the payment or cash collateralization of the
      outstanding LOC Obligations);

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

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

      In carrying out the foregoing, (i) amounts received shall be applied in
      the numerical order provided until exhausted prior to application to the
      next succeeding category; and (ii) except as otherwise provided, the
      Lenders shall receive amounts ratably in accordance with their respective
      pro rata share (based on the proportion that then outstanding Obligations
      held by such Lenders bears to the aggregate amount of Obligations then
      outstanding) of amounts available to be applied pursuant to clauses
      "FOURTH", "FIFTH", "SIXTH" and "SEVENTH" above; and (iii) to the extent
      that any amounts available for distribution pursuant to clause "SIXTH"
      above are attributable to the issued but undrawn amount of outstanding
      Letters of Credit, such amounts shall be held by the Administrative Agent
      in a cash collateral account and applied (A) first, to reimburse the
      Issuing Lender for any drawings under such Letters of Credit and (B) then,
      following the expiration of all Letters of Credit, to all other
      obligations of the types described in clauses "FIFTH" and "SIXTH" above in
      the manner provided in this Section 3.15(b).

3.16  Evidence of Debt.

      (a) Each Lender shall maintain an account or accounts evidencing each
Revolving Loan made by such Lender to the Company from time to time, including
the amounts of principal and interest payable and paid to such Lender from time
to time under this Credit Agreement. Each Lender will make reasonable efforts to
maintain the accuracy of its account or accounts and to promptly update its
account or accounts from time to time, as necessary.

      (b) The Administrative Agent shall maintain the Register pursuant to
Section 11.3(c), and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (A) the amount, type and Interest
Period of each such Revolving Loan hereunder, (B) the amount of any principal or


                                       38
<PAGE>

interest due and payable or to become due and payable to each Lender hereunder
and (C) the amount of any sum received by the Administrative Agent hereunder
from or for the account of the Company and each Lender's share thereof. The
Administrative Agent will make reasonable efforts to maintain the accuracy of
the subaccounts referred to in the preceding sentence and to promptly update
such subaccounts from time to time, as necessary.

      (c) The entries made in the accounts, Register and subaccounts maintained
pursuant to subsection (b) of this Section 3.16 (and, if consistent with the
entries of the Administrative Agent, subsection (a)) shall be prima facie
evidence of the existence and amounts of the obligations of the Company therein
recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain any such account, such Register or such
subaccount, as applicable, or any error therein, shall not in any manner affect
the obligation of the Company to repay the Obligations and other amounts owing
hereunder to such Lender.

                                    SECTION 4

                                    GUARANTY

4.1   The Guaranty.

      (a) Each of the Guarantors hereby jointly and severally guarantees to the
Administrative Agent and to each of the holders of Guaranteed Obligations, as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the Guaranteed Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) strictly in accordance with the terms thereof. Each of the Guarantors
hereby further agrees that if any of the Guaranteed Obligations are not paid in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.

      (b) Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, to the extent the
obligations of a Guarantor shall be adjudicated to be invalid or unenforceable
for any reason (including, without limitation, because of any applicable state,
provincial or federal law relating to fraudulent conveyances or transfers or the
granting of financial assistance) then the obligations of each Guarantor under
this Credit Agreement and the other Credit Documents shall be limited to the
maximum amount that is permissible under applicable law (whether federal, state
or provincial and including, without limitation, the Bankruptcy Code). In such
case or otherwise at the request of the Administrative Agent, each Credit Party
shall take such action and shall execute and deliver all such further documents
required by the Administrative Agent to cause the obligations of such Guarantor
to be enforceable to the extent required by this Credit Agreement.

4.2   Obligations Unconditional.

      The obligations of the Guarantors under Section 4.1 are joint and several,
absolute and unconditional, irrespective of the value, genuineness, validity,
regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Guaranteed Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of


                                       39
<PAGE>

this Section 4.2 that the obligations of the Guarantors hereunder shall be
absolute and unconditional under any and all circumstances. Each Guarantor
agrees that such Guarantor shall have no right of subrogation, indemnity,
reimbursement or contribution against the Company or any other Guarantor for
amounts paid under this Section 4 until such time as the holders of the
Guaranteed Obligations have been paid in full in respect of all Guaranteed
Obligations, all Commitments under this Credit Agreement have been terminated
and no Person or Governmental Authority shall have any right to request any
return or reimbursement of funds from the Lenders in connection with monies
received under the Credit Documents or Hedging Agreements between any member of
the Consolidated Group and any Lender, or any Affiliate of a Lender. Without
limiting the generality of the foregoing, it is agreed that, to the fullest
extent permitted by law, the occurrence of any one or more of the following
shall not alter or impair the liability of any Guarantor hereunder, which shall
remain absolute and unconditional as described above:

            (a) at any time or from time to time, without notice to any
      Guarantor, the time for any performance of or compliance with any of the
      Guaranteed Obligations shall be extended, or such performance or
      compliance shall be waived;

            (b) any of the acts mentioned in any of the provisions of any of the
      Credit Documents, any Hedging Agreement between any member of the
      Consolidated Group and any Lender or any Affiliate of a Lender, or any
      other agreement or instrument referred to in the Credit Documents or such
      Hedging Agreements shall be done or omitted;

            (c) the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be modified,
      supplemented or amended in any respect, or any right under any of the
      Credit Documents, any Hedging Agreement between any member of the
      Consolidated Group and any Lender or any Affiliate of a Lender, or any
      other agreement or instrument referred to in the Credit Documents or such
      Hedging Agreements shall be waived or any other guarantee of any of the
      Guaranteed Obligations or any security therefor shall be released,
      impaired or exchanged in whole or in part or otherwise dealt with;

            (d) any Lien granted to, or in favor of, the Administrative Agent or
      any Lender or Lenders as security for any of the Guaranteed Obligations
      shall fail to attach or be perfected; or

            (e) any of the Guaranteed Obligations shall be determined to be void
      or voidable (including, without limitation, for the benefit of any
      creditor of any Guarantor) or shall be subordinated to the claims of any
      Person (including, without limitation, any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Person under any of
the Credit Documents, any Hedging Agreement between any member of the
Consolidated Group and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Credit Documents or such Hedging
Agreements, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

4.3   Reinstatement.

      The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor


                                       40
<PAGE>

agrees that it will indemnify the Administrative Agent and each Lender on demand
for all reasonable costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) 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.

4.4   Certain Additional Waivers.

      Each Guarantor agrees that such Guarantor shall have no right of recourse
to security for the Guaranteed Obligations, except through the exercise of
rights of subrogation pursuant to Section 4.2 and through the exercise of rights
of contribution pursuant to Section 4.6.

4.5   Remedies.

      The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Guaranteed Obligations may be declared to be
forthwith due and payable as provided in Section 9.2 (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Section 9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Guaranteed
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Guaranteed Obligations
being deemed to have become automatically due and payable), the Guaranteed
Obligations (whether or not due and payable by any other Person) shall forthwith
become due and payable by the Guarantors for purposes of Section 4.1.

4.6   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
succeeding provisions of this Section 4.6), 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 4.6 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Guarantor under the other provisions of this Section 4, and such Excess Funding
Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations. For purposes
hereof, (a) "Excess Funding Guarantor" shall mean, in respect of any obligations
arising under the other provisions of this Section 4 (hereafter, the "Guaranty
Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata
Share of the Guaranty Obligations; (b) "Excess Payment" shall mean, in respect
of any Guaranty Obligations, the amount paid by an Excess Funding Guarantor in
excess of its Pro Rata Share of such Guaranty Obligations; and (c) "Pro Rata
Share", for the purposes of this Section 4.6, shall mean, for any Guarantor, the
ratio (expressed as a percentage) of (i) 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 (ii) the amount by which the
aggregate present fair saleable value of all assets and other properties of the
Credit Parties exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of the Credit Parties hereunder) of the Credit Parties, all as
of the Closing Date (if any Guarantor becomes a party hereto subsequent to the
Closing Date, then for the purposes of this Section 4.6 such subsequent
Guarantor shall be deemed to have been a Guarantor as of the Closing Date and
the information pertaining to, and only


                                       41
<PAGE>

pertaining to, such Guarantor as of the date such Guarantor became a Guarantor
shall be deemed true as of the Closing Date).

4.7   Guarantee of Payment; Continuing Guarantee.

      The guarantee in this Section 4 is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.

                                    SECTION 5

                                   CONDITIONS

5.1   Closing Conditions.

      The obligation of the Lenders to enter into this Credit Agreement and to
make the initial Extensions of Credit shall be subject to satisfaction of the
following conditions (in form and substance acceptable to the Lenders):

            (a) Executed Credit Documents. Receipt by the Administrative Agent
      of: (i) multiple counterparts of this Credit Agreement and (ii) a
      Revolving Note for each Lender, in each case executed by a duly authorized
      officer of each party thereto and in each case conforming to the
      requirements of this Credit Agreement.

            (b) Legal Opinions. Receipt by the Administrative Agent of multiple
      counterparts of opinions of Ropes & Gray, outside counsel for the Credit
      Parties, relating to the Credit Documents and the transactions
      contemplated therein, in form and substance satisfactory to the
      Administrative Agent and the Lenders, and including, among other things,
      opinions regarding enforceability of the Credit Documents.

            (c) Evidence of Insurance. Receipt by the Administrative Agent of
      insurance certificates or policies evidencing casualty insurance
      (including builders' risk and all-risk permanent policies) and liability,
      in each case reasonably satisfactory to the Administrative Agent and the
      Lenders.

            (d) Absence of Legal Proceedings. There shall not exist any action,
      suit, investigation or proceeding pending in any court or before any
      arbitrator or Governmental Authority which could reasonably be expected to
      have a Material Adverse Effect.

            (e) Corporate Documents. Receipt by the Administrative Agent of the
      following (or the equivalent) for each of the Credit Parties:

                  (i) Charter Documents. Copies of the articles or certificates
            of incorporation or other charter documents of such Credit Party
            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 Closing Date.

                  (ii) Bylaws. A copy of the bylaws, operating agreement or
            equivalent of such Credit Party certified by a secretary or
            assistant secretary of such Credit Party to be true and correct and
            in force and effect as of the Closing Date.


                                       42
<PAGE>

                  (iii) Resolutions. Copies of resolutions of the board of
            directors of such Credit Party approving and adopting the 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 to be true
            and correct and in force and effect as of the Closing Date.

                  (iv) Good Standing. Certificates of good standing, existence
            or the equivalent certified as of a recent date by the appropriate
            governmental authorities of the state of incorporation and each
            other state in which the failure to so qualify and be in good
            standing would be reasonably likely to have a material adverse
            effect on the business or operations in such state.

                  (v) Officer's Certificate. An officer's certificate for each
            of the Credit Parties dated as of the Closing Date substantially in
            the form of Schedule 5.1(e)(v) with appropriate insertions and
            attachments.

            (f) Officer's Certificates. The Administrative Agent shall have
      received a certificate or certificates executed by an Executive Officer of
      the Company as of the Closing Date, in form and substance satisfactory to
      the Administrative Agent, stating that (A) each Credit Party is in
      compliance with all existing financial obligations, except as would not
      reasonably be expected to have a Material Adverse Effect, (B) all
      governmental, shareholder and third party consents and approvals, if any,
      with respect to the Credit Documents and the transactions contemplated
      thereby have been obtained and are in full force and effect, and all
      applicable waiting periods shall have expired without any action that
      could have a Material Adverse Effect on the transactions contemplated
      hereby being taken by any authority, (C) no action, suit, investigation or
      proceeding is pending or threatened in any court or before any arbitrator
      or governmental instrumentality that purports to affect any Credit Party
      or any transaction contemplated by the Credit Documents, if such action,
      suit, investigation or proceeding could have a Material Adverse Effect,
      and no order, decree, judgment, ruling or injunction restrains the
      consummation of the transactions contemplated in the Credit Documents, and
      (D) immediately after giving effect to the initial Loans made and Letters
      of Credit issued on the Closing Date, (1) no Default or Event of Default
      exists, (2) all representations and warranties contained herein and in the
      other Credit Documents are true and correct in all material respects and
      (3) the Credit Parties are in pro forma compliance with each of the
      financial covenants set forth in Section 8.2 (assuming for purposes hereof
      that such financial covenants were measured as of, and for the
      twelve-month period ending on, such date).

            (g) Senior Note Agreements. The Administrative Agent shall have
      received a copy of the Senior Note Agreements, amended to conform to the
      covenants contained in Section 8.2 hereof, certified by an Executive
      Officer of the Company to be true and complete as of the date hereof.

            (h) 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 Administrative Agent's Fee Letter.

5.2   Conditions to all Extensions of Credit.

      The obligation of each Lender to make any Extension of Credit hereunder
(including the initial Extension of Credit to be made hereunder) is subject to
the satisfaction of the following conditions precedent:


                                       43
<PAGE>

            (a) Representations and Warranties. The representations and
      warranties made by the Credit Parties herein and in the other Credit
      Documents and that are contained in any certificate furnished at any time
      under or in connection herewith shall be true and correct in all material
      respects on and as of the date of such Extension of Credit as if made on
      and as of such date (except for those that expressly relate to an earlier
      date).

            (b) No Default or Event of Default. No Default or Event of Default
      shall have occurred and be continuing on the date of such Extension of
      Credit or after giving effect to such Extension of Credit unless such
      Default or Event of Default shall have been waived in accordance with this
      Credit Agreement.

            (c) Compliance with Certain Financial Covenants on a Pro Forma
      Basis. For all Extensions of Credit other than Swingline Loans, the
      Company shall be in compliance with the Consolidated Total Leverage Ratio
      covenant after giving effect to the requested Extension of Credit on a Pro
      Forma Basis.

            (d) Other Conditions. The Company shall have satisfied the
      conditions set forth in Section 2 and, in the case of Continuations and
      Conversions, Section 3.2.

      Each request for an Extension of Credit (including Continuations and
Conversions) and each acceptance by the Company of an Extension of Credit
(including Continuations and Conversions) shall be deemed to constitute a
representation and warranty by the Company as of the date of such Extension of
Credit that the applicable conditions in this Section 5.2 have been satisfied.

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

      To induce the Lenders to enter into this Credit Agreement and to make the
Extensions of Credit hereunder, each of the Credit Parties hereby represents and
warrants to the Administrative Agent and to each Lender that:

6.1   Financial Condition.

      Each of the financial statements described below (copies of which have
heretofore been provided to the Administrative Agent for distribution to the
Lenders) have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby, are complete and correct in all material
respects and present fairly the financial condition (including disclosure of all
material liabilities, contingent or otherwise required to be included therein)
and results from operations of the entities and for the periods specified,
subject in the case of interim company-prepared statements to normal year-end
adjustments and the absence of footnotes:

            (a) the audited consolidated balance sheets of the Company and its
      consolidated subsidiaries dated as of December 31, 1998, December 31, 1999
      and December 31, 2000, together with the related audited statements of
      income, stockholders' equity and cash flows for the respective fiscal
      years then ended, certified by PricewaterhouseCoopers LLP, certified
      public accountants;

            (b) the unaudited, company-prepared consolidated balance sheets of
      the Company and its consolidated subsidiaries dated as of June 30, 2001,
      together with the related unaudited,


                                       44
<PAGE>

      company-prepared statements of income, stockholders' equity and cash flows
      for the fiscal quarter then ended;

            (c) the unaudited, company-prepared consolidated balance sheets of
      the Consolidated Group for the fiscal years ending December 31, 1998,
      December 31, 1999 and December 31, 2000, and for the fiscal quarters
      ending March 31, 2001 and June 30, 2001, together with the related
      unaudited company-prepared statements of income, stockholders' equity and
      cash flows for the applicable periods; and

            (d) after the Closing Date, the annual and quarterly financial
      statements provided in accordance with Sections 7.1(a) and (b).

6.2   No Changes or Restricted Payments.

      Since the date of the most recent annual audited financial statements
referenced in Section 6.1(a):

            (a) for the period to the Closing Date, except as previously
      disclosed in writing to the Administrative Agent and the Lenders, (i)
      there have been no material sales, transfers or other dispositions of any
      material part of the business or property of the members of the
      Consolidated Group, nor have there been any material purchases or other
      acquisitions of any business or property (including the Capital Stock of
      any other person) by the members of the Consolidated Group, which are not
      reflected in the annual audited or company-prepared quarterly financial
      statements referenced in Section 6.1(a) and (b) hereof, and (ii) no
      Restricted Payments have been declared or paid by members of the
      Consolidated Group; and

            (b) there has been no circumstance, development or event relating to
      or affecting the members of the Consolidated Group which has had or could
      reasonably be expected to have a Material Adverse Effect.

6.3   Organization; Existence; Compliance with Law.

      Each of the members of the Consolidated Group (a) is duly organized,
validly existing in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right to own and operate its Property, to lease the
Property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not, in the aggregate, have a Material
Adverse Effect, and (d) is in compliance with all material Requirements of Law
(including, without limitation, FDA Law), except to the extent that the failure
to comply therewith could not, in the aggregate, be reasonably expected to have
a Material Adverse Effect.

6.4   Power; Authorization; Enforceable Obligations.

      Each of the Credit Parties has the corporate or other necessary power and
authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate or other
action to authorize the execution, delivery and performance by it of the Credit
Documents to which it is a party. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with acceptance of Extensions of Credit
or the making of the guaranties hereunder or with the execution, delivery or
performance of any Credit Documents by the Credit Parties (other than those
which have been obtained,


                                       45
<PAGE>

such filings as are required by the Securities and Exchange Commission and to
fulfill other reporting requirements with Governmental Authorities) or with the
validity or enforceability of any Credit Document against the Credit Parties
(except such filings as are necessary in connection with the perfection of the
Liens created by such Credit Documents). Each Credit Document to which it is a
party constitutes a legal, valid and binding obligation of such Credit Party
enforceable against such Credit Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

6.5   No Legal Bar.

      The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any material Requirement of Law or any material Contractual Obligation of any
member of the Consolidated Group (except those as to which waivers or consents
have been obtained), and will not result in, or require, the creation or
imposition of any Lien on any of its respective properties or revenues pursuant
to any Requirement of Law or Contractual Obligation.

6.6   No Material Litigation and Disputes.

      (a) No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority (including, without limitation, the FDA) is
pending or, to the best knowledge of the Company, threatened by or against, any
members of the Consolidated Group or against any of their respective properties
or revenues which (a) relate to the Credit Documents or any of the transactions
contemplated hereby or thereby or (b) if adversely determined, could reasonably
be expected to have a Material Adverse Effect.

      (b) No default exists and, to the best knowledge of the Company, no
default has been asserted, under any material Contractual Obligations to which
any members of the Consolidated Group are party that individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

6.7   No Defaults.

      No Default or Event of Default has occurred and is continuing.

6.8   Ownership and Operation of Property.

      Each of the members of the Consolidated Group (i) has good record and
marketable title to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, and none of such property is subject to any Lien, except for
Permitted Liens, and (ii) has obtained all material licenses, permits,
franchises or other certifications, consents, approvals and authorizations,
governmental or private, necessary to the ownership of its Property and to the
conduct of its business.

6.9   Intellectual Property.

      Each of the members of the Consolidated Group owns, or has the legal right
to use, all United States trademarks, tradenames, copyrights, patents,
technology, know-how and processes, if any, necessary for each of them to
conduct its business as currently conducted (the "Intellectual Property") except
for those the


                                       46
<PAGE>

failure to own or have such legal right to use would not be reasonably expected
to have a Material Adverse Effect. No claim has been asserted and is pending by
any Person challenging or questioning the use of any such Intellectual Property
or the validity or effectiveness of any such Intellectual Property, nor does the
Company know of any such claim, and the use of such Intellectual Property by the
members of the Consolidated Group does not, to the knowledge of the Company,
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, would not be reasonably expected to have a Material
Adverse Effect.

6.10  No Burdensome Restrictions.

      No Requirement of Law or Contractual Obligation of the members of the
Consolidated Group would be reasonably expected to have a Material Adverse
Effect.

6.11  Taxes.

      Each of the members of the Consolidated Group has filed or caused to be
filed all income tax returns (federal, state, local and foreign) and all other
material tax returns that are required to be filed and has paid (i) all amounts
shown therein to be due (including interest and penalties) and (ii) all other
taxes, fees, assessments and other governmental charges (including mortgage
recording taxes, documentary stamp taxes and intangibles taxes) owing, except
for such taxes that are not yet delinquent or as are being contested in good
faith by appropriate proceedings for which adequate reserves determined in
accordance with GAAP have been established unless the failure to make any such
payment could give rise to an immediate right to foreclose on a Lien securing
such amounts. No tax claim or assessment has been asserted against members of
the Consolidated Group which if adversely determined could reasonably be
expected to have a Material Adverse Effect.

6.12  ERISA.

      Except as could not reasonably be expected to have a Material Adverse
Effect:

      (a) During the five-year period prior to the date on which this
representation is made or deemed made: (i) no ERISA Event has occurred, and, to
the best knowledge of the Company, no event or condition has occurred or exists
as a result of which any ERISA Event could reasonably be expected to occur, with
respect to any Plan; (ii) no "accumulated funding deficiency," as such term is
defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code,
whether or not waived, has occurred with respect to any Plan; (iii) each Plan
has been maintained, operated, and funded in material compliance with its own
terms and in material compliance with the provisions of ERISA, the Internal
Revenue Code, and any other applicable federal or state laws; and (iv) no lien
in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on
account of any Plan.

      (b) The actuarial present value of all "benefit liabilities" (as defined
in Section 4001(a)(16) of ERISA), whether or not vested, under each Single
Employer Plan, as of the last annual valuation date prior to the date on which
this representation is made or deemed made (determined, in each case, in
accordance with Financial Accounting Standards Board Statement 87, utilizing the
actuarial assumptions used in such Plan's most recent actuarial valuation
report), did not exceed as of such valuation date the fair market value of the
assets of such Plan.

      (c) No member of the Consolidated Group nor any ERISA Affiliate has
incurred, or, to the best knowledge of the Company, could be reasonably expected
to incur, any withdrawal liability under ERISA to any Multiemployer Plan or
Multiple Employer Plan. No member of the Consolidated Group nor any ERISA
Affiliate would become subject to any withdrawal liability under ERISA if any
member of the Consolidated


                                       47
<PAGE>

Group or any ERISA Affiliate were to withdraw completely from all Multiemployer
Plans and Multiple Employer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made. No
member of the Consolidated Group nor any ERISA Affiliate has received any
notification that any Multiemployer Plan is in reorganization (within the
meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section
4245 of ERISA), or has been terminated (within the meaning of Title IV of
ERISA), and no Multiemployer Plan is, to the best knowledge of the Company,
reasonably expected to be in reorganization, insolvent, or terminated.

      (d) No prohibited transaction (within the meaning of Section 406 of ERISA
or Section 4975 of the Internal Revenue Code) or breach of fiduciary
responsibility has occurred with respect to a Plan which has subjected or may
subject any member of the Consolidated Group or any ERISA Affiliate to any
material liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
Section 4975 of the Internal Revenue Code, or under any agreement or other
instrument pursuant to which any member of the Consolidated Group or any ERISA
Affiliate has agreed or is required to indemnify any person against any such
liability.

      (e) No member of the Consolidated Group nor any ERISA Affiliates has any
material liability with respect to "expected post-retirement benefit
obligations" within the meaning of the Financial Accounting Standards Board
Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of
ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Internal
Revenue Code apply has been administered in compliance in all material respects
of such sections.

      (f) Neither the execution and delivery of this Credit Agreement nor the
consummation of the financing transactions contemplated thereunder will involve
any transaction which is subject to the prohibitions of Sections 404, 406 or 407
of ERISA or in connection with which a tax could be imposed pursuant to Section
4975 of the Internal Revenue Code. The representation in the preceding sentence
is made in reliance upon and subject to the accuracy of the Lenders'
representation in Section 11.15 with respect to their source of funds and is
subject, in the event that the source of the funds used by the Lenders in
connection with this transaction is an insurance company's general asset
account, to the application of Prohibited Transaction Class Exemption 95-60, 60
Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section
401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction
exemption or similar relief, to the effect that assets in an insurance company's
general asset account do not constitute assets of an "employee benefit plan"
within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of
Section 4975(e)(1) of the Internal Revenue Code.

6.13  Governmental Regulations, Etc.

      (a) No part of the proceeds of the Extensions of Credit hereunder will be
used, directly or indirectly, for the purpose of purchasing or carrying any
"margin stock" within the meaning of Regulation U in violation of Regulation U,
or for the purpose of purchasing or carrying or trading in any other securities
in violation of Regulation U. If requested by any Lender or the Administrative
Agent, the Company will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
U-1 referred to in said Regulation U. No indebtedness being reduced or retired
out of the proceeds of the Extensions of Credit hereunder was or will be
incurred for the purpose of purchasing or carrying any "margin stock" within the
meaning of Regulation U or any "margin security" within the meaning of
Regulation T. "Margin stock" (within the meaning of Regulation U) does not
constitute more than twenty-five percent (25%) of the value of the consolidated
assets of the Company and its Subsidiaries. None of the transactions
contemplated by this Credit Agreement (including, without limitation, the direct
or indirect use of the proceeds of the Loans) will violate or result in a
violation of the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation
T, U or X.


                                       48
<PAGE>

      (b) None of the members of the Consolidated Group is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act or
the Investment Company Act of 1940, each as amended. In addition, none of the
members of the Consolidated Group is (i) an "investment company" registered or
required to be registered under the Investment Company Act of 1940, as amended,
and is not controlled by such a company, or (ii) a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary" of a "holding company", within the meaning of the
Public Utility Holding Company Act of 1935, as amended.

      (c) No director, executive officer or principal shareholder of any member
of the Consolidated Group is a director, executive officer or principal
shareholder of any Lender. For the purposes hereof the terms "director",
"executive officer" and "principal shareholder" (when used with reference to any
Lender) have the respective meanings assigned thereto in Regulation O.

6.14  Subsidiaries.

      Set forth on Schedule 6.14 are all of the Subsidiaries of the Company, as
well as the jurisdiction of organization.

6.15  Purpose of Extensions of Credit.

      Extensions of Credit hereunder will be used by the Company (i) to
refinance the Company's existing credit facility (ii) to repay existing
Indebtedness and (iii) to finance working capital, capital expenditures and
other corporate purposes of the Consolidated Group (including, without
limitation, Permitted Acquisitions).

6.16  Environmental Matters.

      Except as could not reasonably be expected to have a Material Adverse
Effect, to the knowledge of the Company:

      (a) Each of the facilities and properties owned, leased or operated by the
members of the Consolidated Group (the "Subject Properties") and all operations
at the Subject Properties are in compliance with all applicable Environmental
Laws, and there is no violation of any Environmental Law with respect to the
Subject Properties or the businesses operated by the members of the Consolidated
Group (the "Businesses"), and there are no conditions relating to the Businesses
or Subject Properties that could give rise to liability under any applicable
Environmental Laws.

      (b) None of the Subject Properties contains, or has previously contained,
any Materials of Environmental Concern at, on or under the Subject Properties in
amounts or concentrations that constitute or constituted a violation of, or
could give rise to liability under, Environmental Laws.

      (c) None of the members of the Consolidated Group has received any written
or verbal notice of, or inquiry from any Governmental Authority regarding, any
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Subject Properties or the Businesses, nor does any member
of the Consolidated Group have knowledge or reason to believe that any such
notice will be received or is being threatened.

      (d) Materials of Environmental Concern have not been transported or
disposed of from the Subject Properties, or generated, treated, stored or
disposed of at, on or under any of the Subject Properties or any other location,
in each case by or on behalf any members of the Consolidated Group in violation
of, or in a manner that would be reasonably likely to give rise to liability
under, any applicable Environmental Law.


                                       49
<PAGE>

      (e) No judicial proceeding or governmental or administrative action is
pending or, to the best knowledge of the Company, threatened, under any
Environmental Law to which any member of the Consolidated Group is or will be
named as a party, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any Environmental Law with respect to
any member of the Consolidated Group, the Subject Properties or the Businesses.

      (f) There has been no release or, threat of release of Materials of
Environmental Concern at or from the Subject Properties, or arising from or
related to the operations (including, without limitation, disposal) of any
member of the Consolidated Group in connection with the Subject Properties or
otherwise in connection with the Businesses, in violation of or in amounts or in
a manner that could give rise to liability under Environmental Laws.

6.17  No Material Misstatements.

      None of (i) the information contained in the Confidential Offering
Memorandum dated as of September 2001, or (ii) any other information, reports,
financial statements, exhibits or schedules, taken as a whole, furnished by or
on behalf of any member of the Consolidated Group to the Administrative Agent or
any Lender in connection with the negotiation of the Credit Documents or
included therein or delivered pursuant thereto contained, contains or will
contain any material misstatement of fact or omitted, omits or will omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they were, are or will be made, not materially
misleading; provided that to the extent any such information, report, financial
statement, exhibit or schedule was based upon or constitutes a forecast or
projection, each of the Credit Parties represents only that it acted in good
faith and utilized reasonable assumptions and due care in the preparation of
such information, report, financial statement, exhibit or schedule.

6.18  Labor Matters.

      Except as could not reasonably be expected to have a Material Adverse
Effect:

            (a) There are no strikes or lockouts against any members of the
      Consolidated Group pending or, to the best knowledge of the Company,
      threatened;

            (b) The hours worked by and payments made to employees of the
      Consolidated Group have not been in violation of the Fair Labor Standards
      Act or any other applicable federal, state, local or foreign law dealing
      with such matters in any case where a Material Adverse Effect could
      reasonably be expected to occur as a result of the violation thereof;

            (c) All payments due from members of the Consolidated Group, or for
      which any claim may be made against a member of the Consolidated Group, on
      account of wages and employee health and welfare insurance and other
      benefits, have been paid or accrued as a liability on the books of the
      respective members of the Consolidated Group; and

            (d) None of the members of the Consolidated Group is party to a
      collective bargaining agreement.

      There are no labor matters pending or, to the best knowledge of the
Company, threatened by or against the members of the Consolidated Group, and
none of such labor matters, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


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<PAGE>

6.19  Governmental Approvals.

      Except as would not reasonably be expected to have a Material Adverse
Effect, each of the members of the Consolidated Group has, to the extent
applicable: (i) obtained (or been duly assigned) all required approvals of any
Governmental Authority (including, without limitation, the FDA) for the
acquisition, construction, expansion of, investment in or operation of its
businesses as currently operated and as presently contemplated to be operated;
(ii) obtained and maintains in good standing all required licenses; and (iii) to
the extent prudent and customary in the industry in which it is engaged,
obtained and maintains accreditation from all generally recognized accrediting
agencies. All such required approvals are in full force and effect on the date
hereof and have not been revoked or suspended or otherwise limited.

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

      Each Credit Party hereby covenants and agrees that so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding or any Letter of Credit is outstanding,
and until all of the Commitments hereunder shall have terminated:

7.1   Information Covenants.

      The Company will furnish, or cause to be furnished, to the Administrative
Agent and each of the Lenders:

            (a) Annual Financial Statements. As soon as available, and in any
      event within ninety days after the close of each fiscal year of the
      members of the Consolidated Group, a consolidated balance sheet and income
      statement of the members of the Consolidated Group as of the end of such
      fiscal year, together with related consolidated statements of operations
      and retained earnings and of cash flows for such fiscal year, in each case
      setting forth in comparative form consolidated figures for the preceding
      fiscal year, all such financial information described above to be in
      reasonable form and detail and audited by independent certified public
      accountants of recognized national standing reasonably acceptable to the
      Administrative Agent and whose opinion shall be to the effect that such
      financial statements have been prepared in accordance with GAAP (except
      for changes with which such accountants concur) and shall not be limited
      as to the scope of the audit or qualified as to the status of the members
      of the Consolidated Group as a going concern or any other material
      qualifications or exceptions.

            (b) Quarterly Financial Statements. As soon as available, and in any
      event within forty-five days after the close of each fiscal quarter of the
      members of the Consolidated Group (other than the fourth fiscal quarter,
      in which case ninety days after the end thereof) a consolidated balance
      sheet and income statement of the members of the Consolidated Group as of
      the end of such fiscal quarter, together with related consolidated
      statements of operations and retained earnings and of cash flows for such
      fiscal quarter, in each case setting forth in comparative form
      consolidated figures for the corresponding period of the preceding fiscal
      year, all such financial information described above to be in reasonable
      form and detail and reasonably acceptable to the Administrative Agent, and
      accompanied by a certificate of an Executive Officer of the Company to the
      effect that such quarterly financial statements fairly present in all
      material respects the financial condition of the members of the
      Consolidated Group and have been prepared in accordance with GAAP, subject
      to changes resulting from audit and normal year-end audit adjustments.


                                       51
<PAGE>

            (c) Officer's Certificate. At the time of delivery of the financial
      statements provided for in Sections 7.1(a) and 7.1(b) above, a certificate
      of an Executive Officer of the Company substantially in the form of
      Schedule 7.1(c), (i) demonstrating compliance with the financial covenants
      contained in Section 8.2 by calculation thereof as of the end of each such
      fiscal period and (ii) stating that no Default or Event of Default exists,
      or if any Default or Event of Default does exist, specifying the nature
      and extent thereof and what action the Company proposes to take with
      respect thereto.

            (d) Annual Business Plan and Budgets. Promptly as available,
      beginning with the fiscal year ending December 31, 2001, an annual
      business plan and budget of the members of the Consolidated Group
      containing, among other things, pro forma financial statements for the
      next fiscal year. The Company will also promptly provide, at the request
      of the Administrative Agent, an updated business plan and budget for the
      Consolidated Group in connection with material Acquisitions or
      dispositions.

            (e) Accountant's Certificate. Within the period for delivery of the
      annual financial statements provided in Section 7.1(a), a certificate of
      the accountants conducting the annual audit stating that they have
      reviewed this Credit Agreement and stating further whether, in the course
      of their audit, they have become aware of any Default or Event of Default
      and, if any such Default or Event of Default exists, specifying the nature
      and extent thereof.

            (f) Auditor's Reports. Promptly upon receipt thereof, a copy of any
      other report or "management letter" submitted by independent accountants
      to any member of the Consolidated Group or their respective boards of
      directors in connection with any annual, interim or special audit of the
      books of such Person.

            (g) Reports. Promptly upon transmission or receipt thereof, (i)
      copies of any filings and registrations with, and reports to or from, the
      Securities and Exchange Commission, or any successor agency, and copies of
      all financial statements, proxy statements, notices and reports as any
      member of the Consolidated Group shall send to its shareholders or to a
      holder of any Indebtedness owed by any member of the Consolidated Group in
      its capacity as such a holder and (ii) upon the request of the
      Administrative Agent, (A) all reports and written information to and from
      the United States Environmental Protection Agency, or any state or local
      agency responsible for environmental matters, (B) all reports, notices and
      written information to or from the FDA concerning non-compliance with FDA
      Law, alleged non-compliance with FDA Law, or any sanctioning action of the
      FDA, and (C) the United States Occupational Health and Safety
      Administration, or any state or local agency responsible for health and
      safety matters, or any successor agencies or authorities concerning
      environmental, health or safety matters.

            (h) Notices. Upon any Executive Officer of the Company obtaining
      knowledge thereof, the Company will give written notice to the
      Administrative Agent immediately of (i) the occurrence of an event or
      condition consisting of a Default or Event of Default, specifying the
      nature and existence thereof and what action the Company propose to take
      with respect thereto, and (ii) the occurrence of any of the following with
      respect to any member of the Consolidated Group (A) the pendency or
      commencement of any litigation, arbitral or governmental proceeding
      against such Person which if adversely determined is likely to have a
      Material Adverse Effect or (B) the institution of any proceedings against
      such Person with respect to, or the receipt of notice by such Person of
      potential liability or responsibility for violation, or alleged violation
      of any federal, state or local law, rule or regulation, including, without
      limitation, FDA Law and Environmental Laws, the violation of which could
      have a Material Adverse Effect.


                                       52
<PAGE>

            (i) ERISA. Upon any Executive Officer of the Company obtaining
      knowledge thereof, the Company will give written notice to the
      Administrative Agent promptly (and in any event within five Business Days)
      of: (i) any event or condition, including, without limitation, any
      Reportable Event, that constitutes, or might reasonably lead to, an ERISA
      Event; (ii) with respect to any Multiemployer Plan, the receipt of notice
      as prescribed in ERISA or otherwise of any withdrawal liability assessed
      against the Company or any ERISA Affiliates, or of a determination that
      any Multiemployer Plan is in reorganization or insolvent (both within the
      meaning of Title IV of ERISA); (iii) the failure to make full payment on
      or before the due date (including extensions) thereof of all amounts which
      any member of the Consolidated Group or any ERISA Affiliate is required to
      contribute to each Plan pursuant to its terms and as required to meet the
      minimum funding standard set forth in ERISA and the Internal Revenue Code
      with respect thereto; or (iv) any change in the funding status of any Plan
      that could have a Material Adverse Effect, together with a description of
      any such event or condition or a copy of any such notice and a statement
      by an Executive Officer of the Company briefly setting forth the details
      regarding such event, condition, or notice, and the action, if any, which
      has been or is being taken or is proposed to be taken by the Company with
      respect thereto. Promptly upon request, the Company shall furnish the
      Administrative Agent and the Lenders with such additional information
      concerning any Plan as may be reasonably requested, including, without
      limitation, copies of each annual report/return (Form 5500 series), as
      well as all schedules and attachments thereto required to be filed with
      the Department of Labor and/or the Internal Revenue Service pursuant to
      ERISA and the Internal Revenue Code, respectively, for each "plan year"
      (within the meaning of Section 3(39) of ERISA).

            (j) Environmental.

                  (i) Upon the reasonable written request of the Administrative
            Agent following the occurrence of any event or the discovery of any
            condition which the Administrative Agent or the Required Lenders
            reasonably believe has caused (or could be reasonably expected to
            cause) the representations and warranties set forth in Section 6.16
            to be untrue in any material respect, the Company will furnish or
            cause to be furnished to the Administrative Agent, at the Company's
            expense, a report of an environmental assessment of reasonable
            scope, form and depth, (including, where appropriate, invasive soil
            or groundwater sampling) by a consultant reasonably acceptable to
            the Administrative Agent as to the nature and extent of the presence
            of any Materials of Environmental Concern on any Subject Properties
            (as defined in Section 6.16) and as to the compliance by any member
            of the Consolidated Group with Environmental Laws at such Subject
            Properties. If the Company fails to deliver such an environmental
            report within seventy-five days after receipt of such written
            request then the Administrative Agent may arrange for same, and the
            members of the Consolidated Group hereby grant to the Administrative
            Agent and their representatives access to the Subject Properties to
            reasonably undertake such an assessment (including, where
            appropriate, invasive soil or groundwater sampling). The reasonable
            cost of any assessment arranged for by the Administrative Agent
            pursuant to this provision will be payable by the Company on demand
            and added to the obligations hereunder.

                  (ii) The members of the Consolidated Group will conduct and
            complete all investigations, studies, sampling, and testing and all
            remedial, removal, and other actions necessary to address all
            Materials of Environmental Concern on, from or affecting any of the
            Subject Properties to the extent necessary to be in compliance with
            all Environmental Laws and with the validly issued orders and
            directives of all Governmental Authorities with jurisdiction over
            such Subject Properties to the extent any failure could have a
            Material Adverse Effect.


                                       53
<PAGE>

            (k) Other Information. With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of any member of the Consolidated Group as the
      Administrative Agent or the Required Lenders may reasonably request.

            (l) Form and Format. Dissemination of information and reports under
      this Section may be accomplished by posting to an approved intralinks
      site, email distribution or other arrangement acceptable to the
      Administrative Agent and the Lenders. Electronic deliveries will be
      provided in formatting (Microsoft WORD, Microsoft EXCEL, etc.) as
      reasonably requested by the Administrative Agent.

7.2   Preservation of Existence and Franchises.

      Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary permitted under Section 8.5 or 8.6, the Company
will, and will cause each of its Subsidiaries to, do all things necessary to
preserve and keep in full force and effect its existence, rights, franchises and
authority.

7.3   Books and Records.

      The Company will, and will cause each of its Subsidiaries to, keep
complete and accurate books and records of its transactions in accordance with
sound business practices and, with respect to Domestic Subsidiaries, on the
basis of GAAP (including the establishment and maintenance of appropriate
reserves).

7.4   Compliance with Law.

      The Company will, and will cause each of its Subsidiaries to, comply with
all laws, rules, regulations and orders, and all applicable restrictions imposed
by all Governmental Authorities, applicable to it and its Property if
noncompliance with any such law, rule, regulation, order or restriction could
have a Material Adverse Effect.

7.5   Payment of Taxes and Other Indebtedness.

      The Company will, and will cause each of its Subsidiaries to, pay and
discharge (a) all taxes, assessments and governmental charges or levies imposed
upon it, or upon its income or profits, or upon any of its properties, before
they shall become delinquent, (b) all lawful claims (including claims for labor,
materials and supplies) which, if unpaid, might give rise to a Lien upon any of
its properties, and (c) except as prohibited hereunder, all of its other
Indebtedness as it shall become due; provided, however, that no member of the
Consolidated Group shall be required to pay any such tax, assessment, charge,
levy, claim or Indebtedness that is being contested in good faith by appropriate
proceedings for which adequate reserves determined in accordance with GAAP have
been established, unless the failure to make any such payment (i) could give
rise to an immediate right to foreclose on a Lien securing such amounts or (ii)
could have a Material Adverse Effect.

7.6   Insurance.

      The Company will, and will cause each of its Subsidiaries to, at all times
maintain in full force and effect insurance (including workers' compensation
insurance, liability insurance, casualty insurance and business interruption
insurance) in such amounts, covering such risks and liabilities and with such
deductibles or self-insurance retentions as are in accordance with normal
industry practice. The present insurance coverage of the members of the
Consolidated Group is outlined as to carrier, policy number, expiration date,
type and amount on Schedule 7.6.


                                       54
<PAGE>

7.7   Maintenance of Property.

      The Company will, and will cause each of its Subsidiaries to, maintain and
preserve its properties and equipment material to the conduct of its business in
good repair, working order and condition, normal wear and tear and casualty and
condemnation excepted, and will make, or cause to be made, in such properties
and equipment from time to time all repairs, renewals, replacements, extensions,
additions, betterments and improvements thereto as may be needed or proper, to
the extent and in the manner customary for companies in similar businesses.

7.8   Performance of Obligations.

      Except as would not reasonably be expected to have a Material Adverse
Effect, the Company will, and will cause each of its Subsidiaries to, perform in
all material respects all of its obligations under the terms of all material
agreements, indentures, mortgages, security agreements and other debt
instruments to which it is a party or by which it is bound.

7.9   Use of Proceeds.

      The Company will use the proceeds of Extensions of Credit solely for the
purposes set forth in Section 6.15.

7.10  Audits/Inspections.

      Upon reasonable notice and during normal business hours (or, following the
occurrence and during the continuation of an Event of Default, at any time
without notice), the Company will, and will cause each of its Subsidiaries to,
permit representatives appointed by the Administrative Agent, including, without
limitation, independent accountants, agents, attorneys, and appraisers to visit
and inspect its property, including its books and records, its accounts
receivable and inventory, its facilities and its other business assets, and to
make photocopies or photographs thereof and to write down and record any
information such representative obtains and shall permit the Administrative
Agent or its representatives to investigate and verify the accuracy of
information provided to the Lenders and to discuss all such matters with the
officers, employees and representatives of such Person.

7.11  Additional Guarantors.

      Where Domestic Subsidiaries that are not Guarantors (the "Non-Guarantor
Subsidiaries") shall at any time (the "Threshold Requirement"):

            (i) in any instance for any such Non-Guarantor Subsidiary,
      constitute more than five percent (5%) of consolidated assets for the
      Consolidated Group as of the end of the immediately preceding fiscal
      quarter or generate more than five percent (5%) of consolidated revenues
      for the Consolidated Group for the period of four consecutive fiscal
      quarters ending as of the end of the immediately preceding fiscal quarter,
      or

            (ii) in the aggregate for all such Non-Guarantor Subsidiaries,
      constitute more than ten percent (10%) of consolidated assets for the
      Consolidated Group as of the end of the immediately preceding fiscal
      quarter or generate more than ten percent (10%) of consolidated revenues
      for the Consolidated Group for the period of four consecutive fiscal
      quarters ending as of the end of the immediately preceding fiscal quarter,


                                       55
<PAGE>

then the Company shall (A) notify the Administrative Agent thereof within ten
days after a Responsible Officer has knowledge thereof, and (B) within thirty
days thereafter, (1) cause each such Domestic Subsidiary to become a Guarantor
by execution of a Joinder Agreement, such that immediately after joinder as a
Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance,
or collectively, exceed the Threshold Requirement and (2) deliver with the
Joinder Agreement such supporting resolutions, incumbency certificates,
corporate formation and organizational documentation and opinions of counsel as
the Administrative Agent may reasonably request.

                                    SECTION 8

                               NEGATIVE COVENANTS

      Each Credit Party hereby covenants and agrees that so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding or any Letter of Credit is outstanding,
and until all of the Commitments hereunder shall have terminated:

8.1   Indebtedness.

      The Company will not, nor will it permit any other member of the
Consolidated Group to, contract, create, incur, assume or permit to exist any
Indebtedness, except:

            (a) Indebtedness existing or arising under this Credit Agreement or
      the other Credit Documents;

            (b) Indebtedness of the Company and its Subsidiaries existing on the
      Closing Date and set forth on Schedule 8.1, and renewals, refinancings and
      extensions thereof on terms and conditions no less favorable to such
      Person than such existing Indebtedness;

            (c) purchase money Indebtedness (including obligations in respect of
      Capital Leases or Synthetic Leases) hereafter incurred by the Company or
      any of its Subsidiaries to finance the purchase of fixed assets provided
      that (i) the total of all such Indebtedness for the Company and its
      Subsidiaries taken together shall not exceed an aggregate principal amount
      of $50 million at any one time outstanding; (ii) such Indebtedness when
      incurred shall not exceed the purchase price of the asset(s) financed; and
      (iii) no such Indebtedness shall be refinanced for a principal amount in
      excess of the principal balance outstanding thereon at the time of such
      refinancing;

            (d) obligations of the Company or any of its Subsidiaries owing
      under interest rate, commodities and foreign currency exchange protection
      agreements entered into in the ordinary course of business to manage
      existing or anticipated risks and not for speculative purposes;

            (e) unsecured intercompany Indebtedness owing by a member of the
      Consolidated Group to another member of the Consolidated Group (subject,
      however, to the limitations of Section 8.7 in the case of the member of
      the Consolidated Group extending the loan, advance or credit);

            (f) obligations to make contingent payments (including, without
      limitation, earn-out payments) incurred in connection with (x) Permitted
      Acquisitions and (y) Acquisitions consummated prior to the Closing Date
      and identified on Schedule 8.1 attached hereto; provided that such
      obligations shall be expressly subordinated in right of payment to the
      prior payment of the loans and obligations under the Credit Agreement and
      the other Credit Documents on the terms


                                       56
<PAGE>

      and conditions and evidenced by documentation satisfactory to the
      Administrative Agent and the Required Lenders;

            (g) Support Obligations of any Subsidiary of the Company with
      respect to any Indebtedness of the Company permitted under this Section
      8.1;

            (h) Permitted Securitization Transactions in an attributed principal
      amount of up to $150 million in the aggregate at any time outstanding; and

            (i) other unsecured Funded Debt of the Company and its Subsidiaries;
      provided that (A) no Default or Event of Default shall exist immediately
      after giving effect to any such incurrence, (B) in the case of incurrence
      of Funded Debt in excess of $25 million in any single transaction or
      series of related transactions, the Company shall have delivered to the
      Administrative Agent a compliance certificate demonstrating compliance
      with the financial covenants set forth in Section 8.2 on a Pro Forma
      Basis, and (C) at the time of incurrence, not more than $100 million in
      principal amount of such unsecured Funded Debt then outstanding (including
      any such unsecured Funded Debt to be incurred) shall mature prior to the
      Termination Date hereunder.

8.2   Financial Covenants.

      (a) Consolidated Total Leverage Ratio. As of the end of each fiscal
quarter, the Consolidated Total Leverage Ratio shall be not greater than
3.25:1.0.

      (b) Consolidated Interest Coverage Ratio. As of the end of each fiscal
quarter, the Consolidated Interest Coverage Ratio shall be not less than
3.50:1.0.

8.3   Liens.

      The Company will not, nor will it permit any other member of the
Consolidated Group to, contract, create, incur, assume or permit to exist any
Lien with respect to any of its Property, whether now owned or after acquired,
except for Permitted Liens.

8.4   Nature of Business.

      The Company will not, nor will it permit any member of the Consolidated
Group to, substantively alter the character or conduct of the business conducted
by such Person as of the Closing Date.

8.5   Merger and Consolidation, Dissolution and Acquisitions.

      (a) No member of the Consolidated Group will enter into any transaction of
merger or consolidation, except that:

            (i) a Credit Party may be party to a transaction of merger or
      consolidation with another Credit Party; provided that if the Company is a
      party to such transaction, it shall be the surviving entity;

            (ii) a Foreign Subsidiary may be party to a transaction of merger or
      consolidation with a Subsidiary of the Company; provided that (A) if a
      Domestic Subsidiary is a party thereto, it shall be the surviving entity
      and if such Domestic Subsidiary is not already a Credit Party, it shall
      execute and deliver such joinder agreements as may be necessary for
      compliance with the


                                       57
<PAGE>

      provisions of Section 7.11, and (B) if a Foreign Subsidiary is a party
      thereto and a Domestic Subsidiary is not a party thereto, the surviving
      entity shall be a Foreign Subsidiary and the Company and its Subsidiaries
      shall be in compliance with the requirements of Section 7.11;

            (iii) a Domestic Subsidiary of the Company may be a party to a
      transaction of merger or consolidation with a Person other than a member
      of the Consolidated Group; provided that (A) the surviving entity shall be
      a Domestic Subsidiary of the Company and shall execute and deliver such
      joinder agreements as may be necessary for compliance with the provisions
      of Section 7.11, (B) no Default or Event of Default shall exist
      immediately after giving effect thereto, and (C) the transaction shall
      otherwise constitute a Permitted Acquisition;

            (iv) a Subsidiary of the Company may enter into a transaction of
      merger or consolidation in connection with an Asset Disposition permitted
      under Section 8.6.

      (b) No member of the Consolidated Group, other than a Wholly Owned
Subsidiary of the Company (and then only if no Material Adverse Effect would
result on account thereof), may dissolve, liquidate or wind up its affairs.

      (c) No member of the Consolidated Group shall make any Acquisition,
unless:

            (i) in the case of an acquisition of Capital Stock of another
      Person, after giving effect to such acquisition,

                  (A) if the Acquisition is not of a controlling interest in the
            subject Person such that after giving effect thereto the subject
            Person will not be a Subsidiary, then such Acquisition constitutes a
            Permitted Investment; and

                  (B) if the Acquisition is of a controlling interest in the
            subject Person such that after giving effect thereto the subject
            Person will be a Subsidiary, then such Acquisition constitutes a
            Permitted Acquisition;

            (ii) in the case of an Acquisition of all or any substantial portion
      of the Property (other than Capital Stock) of another Person, then such
      Acquisition constitutes a Permitted Acquisition.

8.6   Asset Dispositions.

      The Company will not, nor will it permit any other member of the
Consolidated Group to, make any Asset Disposition other than to another member
of the Consolidated Group (including, without limitation, any Sale and Leaseback
Transaction), unless (a) the aggregate net book value of all assets sold, leased
or otherwise disposed of in any fiscal year shall not exceed ten percent (10%)
of the total assets of the Consolidated Group as of the end of the immediately
preceding fiscal year, (b) if the subject transaction is a Sale and Leaseback
Transaction, such transaction shall be permitted by Section 8.14, (c) if the
subject transaction involves Capital Stock of a Subsidiary, the subject
transaction is of a controlling interest in such Subsidiary, (d) no Default or
Event of Default shall exist immediately after giving effect thereto, and (e)
the Company shall have delivered a Pro Forma Compliance Certificate
demonstrating compliance with the financial covenants hereunder on a Pro Forma
Basis after giving effect to the disposition.


                                       58
<PAGE>

8.7   Investments.

      The Company will not, nor will it permit any other member of the
Consolidated Group to, make or permit to exist Investments in or to any Person,
except for Permitted Investments.

8.8   Restricted Payments.

      (a) At any time where the Consolidated Total Leverage Ratio (determined as
of the end of the most recent fiscal quarter) shall be greater than 2.5:1.0, the
Company will not make or declare, nor will they permit any non-wholly owned
subsidiary to make or declare, any Restricted Payment unless (i) it has obtained
the prior written consent of the Required Lenders, (ii) no Default or Event of
Default shall exist immediately after giving effect thereto and (iii) the
Company shall have delivered to the Administrative Agent a Pro Forma Compliance
Certificate demonstrating compliance with the financial covenants contained in
Section 8.2 after giving effect to the Restricted Payment.

      (b) At any time where the Consolidated Total Leverage Ratio (determined as
of the end of the most recent fiscal quarter) shall be less than or equal to
2.5:1.0, the Company will not make or declare, nor will they permit any
non-wholly owned subsidiary to make or declare, any Restricted Payments unless
(i) no Default or Event of Default shall exist immediately after giving effect
thereto and (ii) the Company shall have delivered to the Administrative Agent a
Pro Forma Compliance Certificate demonstrating compliance with the financial
covenants contained in Section 8.2 after giving effect to the Restricted
Payment.

8.9   Modifications and Payments in respect of Funded Debt.

      None of the members of the Consolidated Group will:

      (a) After the issuance thereof, amend or modify (or permit the amendment
or modification of) the terms of any Funded Debt in a manner adverse to the
interests of the Lenders (including specifically shortening any maturity or
average life to maturity or requiring any payment sooner than previously
scheduled or increasing the interest rate or fees applicable thereto);

      (b) Amend or modify, or permit or acquiesce to the amendment or
modification (including waivers) of, any material provisions of any Subordinated
Debt, including any notes or instruments evidencing any Subordinated Debt and
any indenture or other governing instrument relating thereto;

      (c) Make any payment in contravention of the terms of any Subordinated
Debt; or

      (d) Except in connection with a refinancing or refunding permitted
hereunder, make any prepayment, redemption, defeasance or acquisition for value
of (including, without limitation, by way of depositing money or securities with
the trustee with respect thereto before due for the purpose of paying when due),
or refund, refinance or exchange of any Funded Debt (other than the Indebtedness
under the Credit Documents and intercompany Indebtedness permitted hereunder)
other than regularly scheduled payments of principal and interest on such Funded
Debt.

8.10  Transactions with Affiliates.

      The Company will not, nor will it permit any other member of the
Consolidated Group to, enter into or permit to exist any transaction or series
of transactions with any officer, director, shareholder, Subsidiary or Affiliate
of such Person other than (a) transactions between members of the Consolidated
Group in the ordinary course of business, (b) transactions permitted by Section
8.1, Section 8.5, Section 8.6, Section 8.7, or


                                       59
<PAGE>

Section 8.8, (c) normal compensation and reimbursement of expenses of officers
and directors and (d) except as otherwise specifically limited in this Credit
Agreement, other transactions which are entered into in the ordinary course of
such Person's business on terms and conditions substantially as favorable to
such Person as would be obtainable by it in a comparable arms-length transaction
with a Person other than an officer, director, shareholder, Subsidiary or
Affiliate.

8.11  Fiscal Year; Organizational Documents.

      The Company will not, nor will it permit any other member of the
Consolidated Group to, change its fiscal year or amend, modify or change its
articles of incorporation (or corporate charter or other similar organizational
document) or bylaws (or other similar document) without the prior written
consent of the Required Lenders.

8.12  Limitation on Restricted Actions.

      The Company will not, nor will it permit any other member of the
Consolidated Group to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any such Person to (a) pay dividends or make any other distributions
on its Capital Stock or with respect to any other interest or participation in,
or measured by, its profits, (b) pay any Indebtedness or other obligation, (c)
make loans, advances or capital contributions, (d) sell, lease or otherwise
transfer any of its properties or assets, or (e) act as a guarantor or grant a
Lien on or a pledge of its assets, except for such encumbrances or restrictions
existing under or by reason of (i) this Credit Agreement and the other Credit
Documents and (ii) pursuant to the terms of any purchase money Indebtedness
permitted by Section 8.1(c) to the extent such limitations relate only to the
property that is the subject of such financing.

8.13  Ownership of Subsidiaries; Limitations on Company.

      Notwithstanding any other provisions of this Credit Agreement to the
contrary, the Company will not, nor will it permit any other member of the
Consolidated Group to, (i) permit any Person (other than the Company or any
Wholly Owned Subsidiary of the Company) to own any Capital Stock of any
Subsidiary of the Company, except (A) to qualify directors where required by
applicable law or to satisfy other requirements of applicable law with respect
to the ownership of Capital Stock of Foreign Subsidiaries or (B) as a result of
or in connection with a dissolution, merger, consolidation or disposition of a
Subsidiary permitted under Section 8.5 or Section 8.6, (ii) permit any
Subsidiary of the Company to issue any shares of preferred Capital Stock or
(iii) permit, create, incur, assume or suffer to exist any Lien on any Capital
Stock of any Subsidiary of the Company, except for Permitted Liens.

8.14  Sale Leasebacks.

      Except as set forth on Schedule 8.14, the Company will not, nor will it
permit any member of the Consolidated Group to, enter into any Sale and
Leaseback Transaction unless such Sale and Leaseback Transaction constitutes
purchase money Indebtedness permitted by Section 8.1(c).


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                                    SECTION 9

                                EVENTS OF DEFAULT

9.1   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. There shall occur a:

                  (i) default in the payment when due of any principal of any of
            the Loans or of any reimbursement obligations arising from drawings
            under Letters of Credit, or

                  (ii) default, and such default shall continue for three or
            more Business Days, in the payment when due of any interest on the
            Loans or on any reimbursement obligations arising from drawings
            under Letters of Credit, or of any Fees or other amounts owing
            hereunder, under any of the other Credit Documents or in connection
            herewith or therewith; or

            (b) Representations. Any representation, warranty or statement made
      or deemed to be made by any Credit Party herein, 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 deemed to have been made;
      or

            (c) Covenants. There shall occur a:

                  (i) default in the due performance or observance of any term,
            covenant or agreement contained in Sections 7.2, 7.9, 7.11 or 8.1
            through 8.14, inclusive;

                  (ii) default in the due performance or observance of any term,
            covenant or agreement contained in Sections 7.1(a), (b) (c) or (d)
            and such default shall continue unremedied for a period of at least
            five days after the earlier of an Executive Officer of a Credit
            Party becoming aware of such default or notice thereof 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), (c)(i) or (c)(ii) of this Section 9.1)
            contained in this Credit Agreement or any other Credit Document and
            such default shall continue unremedied for a period of at least
            thirty days after the earlier of an Executive Officer of a Credit
            Party becoming aware of such default or notice thereof by the
            Administrative Agent; or

            (d) Other Credit Documents. (i) Any Credit Party shall default in
      the due performance or observance of any material term, covenant or
      agreement in any of the other Credit Documents (subject to applicable
      grace or cure periods, if any) or (ii) except as a result of or in
      connection with a dissolution, merger or disposition of a Subsidiary
      permitted under Section 8.5 or Section 8.6, any Credit Document shall fail
      to be in full force and effect or to give the Administrative Agent and/or
      the Lenders the Liens, rights, powers and privileges purported to be
      created thereby, or any Credit Party shall so state in writing; or


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            (e) Guaranties. Except as the result of or in connection with a
      dissolution, merger or disposition of a Subsidiary permitted under Section
      8.5 or Section 8.6, the guaranty given by any Guarantor (including any
      Person that becomes a Guarantor after the Closing Date in accordance with
      Section 7.11) or any provision thereof shall cease to be in full force and
      effect, or any Guarantor (including any Person that becomes a Guarantor
      after the Closing Date in accordance with Section 7.11) or any Person
      acting by or on behalf of such Guarantor shall deny or disaffirm such
      Guarantor's obligations under such guaranty, or any Guarantor shall
      default in the due performance or observance of any term, covenant or
      agreement on its part to be performed or observed pursuant to any
      guaranty; or

            (f) Bankruptcy, etc. Any Bankruptcy Event shall occur with respect
      to any member of the Consolidated Group; or

            (g) Defaults under Other Agreements. With respect to any
      Indebtedness (other than Indebtedness outstanding under this Credit
      Agreement) in excess of $10 million in the aggregate for the members of
      the Consolidated Group taken as a whole, (i) any member of the
      Consolidated Group shall (A) default in any payment (beyond the applicable
      grace period with respect thereto, if any) with respect to any such
      Indebtedness, or (B) the occurrence and continuance of a default 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 to 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; or

            (h) Judgments. One or more judgments, settlements or decrees shall
      be entered against or agreed to by one or more of the members of the
      Consolidated Group involving a liability of $10 million or more in the
      aggregate (to the extent not paid or fully covered by insurance provided
      by a carrier who has acknowledged coverage and has the ability to perform)
      and any such judgments, settlements or decrees shall not have been
      vacated, discharged or stayed or bonded pending appeal within thirty days
      from the entry thereof; or

            (i) ERISA. Any of the following events or conditions, if such event
      or condition could involve possible taxes, penalties, and other
      liabilities in an aggregate amount in excess of $10 million: (i) any
      "accumulated funding deficiency," as such term is defined in Section 302
      of ERISA and Section 412 of the Internal Revenue Code, whether or not
      waived, shall exist with respect to any Plan, or any lien shall arise on
      the assets of any member of the Consolidated Group or any ERISA Affiliate
      in favor of the PBGC or a Plan; (ii) an ERISA 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; (iii) an ERISA 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
      (A) the termination of such Plan for purposes of Title IV of ERISA, or (B)
      any member of the Consolidated Group 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 (iv) any prohibited transaction
      (within the meaning of Section 406 of ERISA or Section 4975 of the
      Internal Revenue Code) or breach of fiduciary responsibility shall occur
      which may subject any member of the Consolidated Group or any ERISA
      Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of
      ERISA or Section 4975 of the Internal Revenue Code, or under any agreement
      or


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<PAGE>

      other instrument pursuant to which any member of the Consolidated Group or
      any ERISA Affiliate has agreed or is required to indemnify any person
      against any such liability; or

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

9.2   Acceleration; Remedies.

      Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by, or cured to the
satisfaction of, the requisite Lenders (pursuant to the voting requirements of
Section 11.6), the Administrative Agent shall, upon the request and direction of
the Required Lenders, by written notice to the Credit Parties take any of the
following actions:

            (a) Termination of Commitments. Declare the Commitments terminated,
      whereupon the Commitments shall be immediately terminated.

            (b) Acceleration. Declare the unpaid principal of and any accrued
      interest in respect of all Loans, any reimbursement obligations arising
      from drawings under Letters of Credit and any and all other indebtedness
      or obligations of any and every kind owing by the Credit Parties to the
      Administrative Agent and/or 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) Cash Collateral. Direct the Credit Parties to pay (and the
      Credit Parties agree that upon receipt of such notice, or upon the
      occurrence of an Event of Default under Section 9.1(f), they will
      immediately pay) to the Administrative Agent additional cash, to be held
      by the Administrative Agent, for the benefit of the Lenders, in a cash
      collateral account as additional security for the LOC Obligations in
      respect of subsequent drawings under all then-outstanding Letters of
      Credit in an amount equal to the maximum aggregate amount that may be
      drawn under all then-outstanding Letters of Credit.

            (d) 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 and all rights of
      set-off.

      Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur with respect to the Company, then the Commitments shall
automatically terminate and all Loans, all reimbursement obligations arising
from drawings under Letters of Credit, all accrued interest in respect thereof,
all accrued and unpaid Fees and other indebtedness or obligations owing to the
Administrative Agent and/or any of the Lenders hereunder automatically shall
immediately become due and payable without the giving of any notice or other
action by the Administrative Agent or the Lenders.

                                   SECTION 10

                              ADMINISTRATIVE AGENT

10.1  Appointment and Authorization of Administrative Agent.

      (a) Each Lender hereby irrevocably (subject to Section 10.9) appoints,
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Credit Agreement and each other Credit
Document and to exercise such powers and perform such duties as are


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<PAGE>

expressly delegated to it by the terms of this Credit Agreement or any other
Credit Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Credit Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any other Credit Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Credit Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

      (b) The Issuing Lender shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the Issuing Lender with respect
thereto; provided, however, that the Issuing Lender shall have all of the
benefits and immunities (i) provided to the Administrative Agent in this Section
10 with respect to any acts taken or omissions suffered by the Issuing Lender in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent" as used in this
Section 10 included the Issuing Lender with respect to such acts or omissions,
and (ii) as additionally provided herein with respect to the Issuing Lender.

10.2  Delegation of Duties.

      The Administrative Agent may execute any of its duties under this Credit
Agreement or any other Credit Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of its gross
negligence or willful misconduct.

10.3  Liability of Administrative Agent.

      No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any Agent-Related Person under or in connection with this
Credit Agreement or any other Credit Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct in connection
with its duties expressly set forth herein), or (b) be responsible in any manner
to any Lender or participant for any recital, statement, representation or
warranty made by any Credit Party or any officer thereof, contained herein or in
any other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Credit Agreement or any other Credit Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Credit Agreement or any other Credit Document, or for any failure of any
Credit Party or any other party to any Credit Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Credit Agreement or any other Credit Document, or to inspect the
properties, books or records of any Credit Party or any Affiliate thereof.

10.4  Reliance by Administrative Agent.


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<PAGE>

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement 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 counsel to any Credit Party), independent accountants
and other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Credit Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, 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, under this Credit Agreement
or any other Credit Document in accordance with a request or consent of the
Required Lenders or all the Lenders, if required hereunder, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Lenders and participants. Where this Credit Agreement expressly permits or
prohibits an action unless the Required Lenders otherwise determine, the
Administrative Agent shall, and in all other instances, the Administrative Agent
may, but shall not be required to, initiate any solicitation for the consent or
a vote of the Lenders.

      (b) For purposes of determining compliance with the conditions specified
in Section 5.1, each Lender that has signed this Credit Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

10.5  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, except with respect to
defaults in the payment of principal, interest and fees required to be paid to
the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Company referring to this Credit Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Section 9; provided, however, that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

10.6  Credit Decision; Disclosure of Information by Administrative Agent.

      Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Credit Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Credit Parties and their respective Subsidiaries, and
all applicable bank or other regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Credit
Agreement and to extend credit to the Company and the other Credit


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<PAGE>

Parties hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person 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 the other Credit Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Credit Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

10.7  Indemnification of Administrative Agent.

      Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Credit Party and without limiting the
obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities resulting from such Person's gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including reasonable attorneys'
fees and expenses and the allocated cost of internal counsel) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Credit Agreement, any other Credit
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Company. The undertaking in this Section shall survive termination
of the Commitments, the payment of all Obligations hereunder and the resignation
or replacement of the Administrative Agent.

10.8  Administrative Agent in its Individual Capacity.

      Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Credit Parties and their respective
Affiliates as though Bank of America were not the Administrative Agent or the
Issuing Lender hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding any Credit Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Credit Party or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Credit Agreement as any other Lender and may exercise such
rights and powers as though it were not the Administrative Agent or the Issuing
Lender, and the terms "Lender" and "Lenders" include Bank of America in its
individual capacity.


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<PAGE>

10.9  Successor Administrative Agent.

      The Administrative Agent may resign as Administrative Agent upon thirty
days notice to the Lenders. If the Administrative Agent resigns under this
Credit Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders which successor administrative
agent shall be consented to by the Company at all times other than during the
existence of an Event of Default (which consent of the Company shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Company, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 10 and Sections 11.4 and
11.9 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Credit Agreement. If no
successor has accepted appointment as Administrative Agent by the date thirty
days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor administrative agent as provided above.

10.10 Other Agents; Lead Managers.

      None of the Lenders identified on the facing page or signature pages of
this Credit Agreement as a "syndication agent", "documentation agent",
"co-agent" or "lead manager" shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than those applicable
to all Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Credit Agreement
or in taking or not taking action hereunder.

                                   SECTION 11

                                  MISCELLANEOUS

11.1  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, in the case of the Credit Parties and the
Administrative Agent, set forth below, and, in the case of the Lenders, set
forth on Schedule 11.1, or at such other address as such party may specify by
written notice to the other parties hereto:

      if to any Credit Party:

            Millipore Corporation


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<PAGE>

            80 Ashby Road
            Bedford, Massachusetts 01730-2271
            Attn: Jeffrey Rudin
            Telephone: (781) 533-2044
            Telecopy: (781) 533-3127

      if to the Administrative Agent:

            Bank of America, N.A., as Administrative Agent
            101 N. Tryon Street, 15th Floor
            NC1-001-15-04
            Charlotte, North Carolina 28255
            Attn: Richard Wright
            Telephone: (704) 387-2472
            Telecopy: (704) 409-0127

            with a copy to:

            Bank of America, N.A., as Administrative Agent
            100 N. Tryon Street
            NC1-007-17-11
            Charlotte, North Carolina 28255
            Attn: Larry J. Gordon
            Telephone: (704) 388-1115
            Telecopy: (704) 388-6002

            and:

            Bank of America, N.A., as Administrative Agent
            1455 Market Street
            CA5-701-05-19
            San Francisco, California 94103-1399
            Attn: Kathleen Carry, Agency Management
            Telephone: (415) 436-4001
            Telecopy: (415) 503-5001

11.2  Right of Set-Off; Adjustments.

      Upon the occurrence and during the continuance of any Event of Default,
each Lender (and each of its Affiliates) is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender (or any
of its Affiliates) to or for the credit or the account of any Credit Party
against any and all of the obligations of such Person now or hereafter existing
under this Credit Agreement, under the Notes, under any other Credit Document or
otherwise, irrespective of whether such Lender shall have made any demand under
hereunder or thereunder and although such obligations may be unmatured. Each
Lender agrees promptly to notify any affected Credit Party after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 11.2 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.


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11.3  Successors and Assigns.

      (a) The provisions of this Credit Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Company may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Company
without such consent shall be null and void). Nothing in this Credit Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Credit Agreement.

      (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Credit Agreement (including all
or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in LOC Obligations and in Swingline Loans) at the
time owing to it); provided that (i) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
so long as no Event of Default has occurred and is continuing, the Company shall
have consented to such assignment (each such consent not to be unreasonably
withheld or delayed), (ii) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent, shall not be less than $5 million unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the Company
shall otherwise consent (each such consent not to be unreasonably withheld or
delayed), (iii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Credit Agreement with respect to the Loans or the Commitment assigned,
except that this clause (iii) shall not apply to rights in respect of
outstanding Swingline Loans, and (iv) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500. Subject to acceptance
and recording thereof by the Administrative Agent pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Credit Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender's rights and obligations under this Credit Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled
to the benefits of Sections 11.5 and 11.9). Upon request, the Company (at its
expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender. Any assignment or transfer by a Lender of rights
or obligations under this Credit Agreement that does not comply with this
subsection shall be treated for purposes of this Credit Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

      (c) The Administrative Agent, acting solely for this purpose as an agent
of the Company, shall maintain at its office in Charlotte, North Carolina a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and LOC Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive absent manifest error, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder


                                       69
<PAGE>

for all purposes of this Credit Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Company and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

      (d) Any Lender may, without the consent of, or notice to, the Company or
the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Credit Agreement (including all or a portion of its
Commitment and/or the Loans (including such Lender's participations in LOC
Obligations and/or Swingline Loans) owing to it); provided that (i) such
Lender's obligations under this Credit Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Company, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this Credit
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Credit Agreement and to approve any amendment, modification or
waiver of any provision of this Credit Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification that would (i)
postpone any date upon which any payment of money is scheduled to be paid to
such Participant, (ii) reduce the principal, interest, fees or other amounts
payable to such Participant or (iii) release all or substantially all of the
Guarantors from their obligations under the Credit Documents. Subject to
subsection (e) of this Section, the Company agrees that each Participant shall
be entitled to the benefits of Sections 3.6, 3.9, 3.11 and 3.12 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to subsection (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.2 as though it
were a Lender, provided such Participant agrees to be subject to Section 3.14 as
though it were a Lender.

      (e) A Participant shall not be entitled to receive any greater payment
under Section 3.6, 3.9 or 3.11 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant that would be a foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 3.11 unless
the Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Company, to comply with Section
3.11(d) as though it were a Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Credit Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

      (g) If the consent of the Company to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 11.3(b), the Company shall be deemed to have
given their consent five Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Company prior to such fifth Business Day.

      (h) Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty days notice to the
Company and the Lenders, resign as Issuing Lender and/or (ii) upon five Business
Days notice to the Company, resign as Swingline Lender. In the event of any such


                                       70
<PAGE>

resignation as Issuing Lender or as Swingline Lender, the Company shall be
entitled to appoint from among the Lenders a successor Issuing Lender or as
Swingline Lender hereunder; provided, however, that no failure by the Company to
appoint any such successor shall affect the resignation of Bank of America as
Issuing Lender or as Swingline Lender, as the case may be. Bank of America shall
retain all the rights and obligations of the Issuing Lender hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as Issuing Lender and all LOC Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund
participations in Letters of Credit pursuant to Section 2.6(b)). If Bank of
America resigns as Swingline Lender, it shall retain all the rights of the
Swingline Lender provided for hereunder with respect to Swingline Loans made by
it and outstanding as of the effective date of such resignation, including the
right to require the Lenders to make Base Rate Loans or fund participations in
outstanding Swingline Loans pursuant to Section 2.7.

11.4  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 Administrative Agent or any Lender
and any of the Credit Parties 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 the
Credit Parties 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.

11.5  Expenses; Indemnification.

      (a) The Company agrees to pay on demand all costs and expenses of the
Administrative Agent in connection with the syndication, preparation, execution,
delivery, administration, modification, and amendment of this Credit Agreement,
the other Credit Documents, and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under the Credit
Documents. The Company agrees to pay on demand all costs and expenses of the
Administrative Agent and the Lenders, if any (including, without limitation,
reasonable attorneys' fees and expenses and the allocated cost of internal
counsel), in connection with the enforcement (whether through negotiations,
legal proceedings, or otherwise) of the Credit Documents and the other documents
to be delivered thereunder. The Company agrees to permit the Administrative
Agent to perform inventory and accounts receivable field audits at the Company's
expense; provided that unless a Default shall then be in existence the Company's
obligation to reimburse the Administrative Agent for such field audits shall be
limited to one such field audit each fiscal year.

      (b) Whether or not the transactions contemplated hereby are consummated,
the Company agrees to indemnify, save and hold harmless each Agent-Related
Person, each Lender and their respective Affiliates, directors, officers,
employees, counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against: (a) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other
than the Administrative Agent or any Lender) relating directly or indirectly to
a claim, demand, action or cause of action that such Person asserts or may
assert against any Credit Party, any Affiliate of any Credit Party or any of
their respective officers or directors; (b) any and all claims, demands, actions
or causes of action that may at any time (including at any time following
repayment of the Obligations and the resignation or removal of the
Administrative Agent or the replacement of any Lender) be asserted or imposed
against any Indemnitee, arising out of or


                                       71
<PAGE>

relating to, the Credit Documents, any predecessor Credit Documents, the
Commitments, the use or contemplated use of the proceeds of any Extension of
Credit, or the relationship of any Credit Party, the Administrative Agent and
the Lenders under this Credit Agreement or any other Credit Document; (c) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
subsection (a) or (b) above; and (d) any and all liabilities (including
liabilities under indemnities), losses, costs or expenses (including reasonable
fees and costs of counsel) that any Indemnitee suffers or incurs as a result of
the assertion of any foregoing claim, demand, action, cause of action or
proceeding, or as a result of the preparation of any defense in connection with
any foregoing claim, demand, action, cause of action or proceeding, in all
cases, whether or not arising out of the negligence of an Indemnitee, and
whether or not an Indemnitee is a party to such claim, demand, action, cause of
action or proceeding (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that (i) no Indemnitee shall be entitled to
indemnification for any claim caused by its own gross negligence or willful
misconduct or for any loss asserted against it by another Indemnitee; (ii) the
Company shall have the right to defend the Indemnitee against the Indemnified
Liabilities with counsel of its choice reasonably satisfactory to the Indemnitee
so long as the Company notifies the Indemnitee in writing within fifteen days
after the Indemnitee has given notice of the Indemnified Liability and the
Company conducts the defense of the Indemnified Liability actively and
diligently; (iii) the Indemnitee shall not consent to the entry of any judgment
or enter into any settlement with respect to the Indemnified Liability without
the prior written consent of the Company (which consent shall not be
unreasonably withheld). So long as the Company is conducting the defense of the
Indemnified Liability in accordance with the conditions set forth in the
previous sentence, (i) the Indemnitee may retain separate co-counsel at its sole
cost and expense and participate in the defense of the Indemnified Liability and
(ii) the Company will not consent to the entry of any judgment or enter into any
settlement with respect to the Indemnified Liability unless written agreement is
obtained releasing the Indemnitee from all liability thereunder.

      (c) Without prejudice to the survival of any other agreement of the
Company hereunder, the agreements and obligations of the Company contained in
this Section 11.5 shall survive the repayment of the Loans, LOC Obligations and
other obligations under the Credit Documents and the termination of the
Commitments hereunder.

11.6  Amendments, Waivers and Consents.

      Neither this Credit Agreement nor any other Credit Document nor any of the
terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Required Lenders and the
Company; provided, however, that:

            (a) without the consent of each Lender affected thereby, neither
      this Credit Agreement nor any other Credit Document may be amended to:

                  (i) extend the Termination Date or the final maturity of any
            Loan or of any reimbursement obligation, or any portion thereof,
            arising from drawings under Letters of Credit,

                  (ii) reduce the rate or extend the time of payment of interest
            (other than as a result of waiving the applicability of any
            post-default increase in interest rates) thereon or Fees hereunder,

                  (iii) reduce or waive the principal amount of any Loan or of
            any reimbursement obligation, or any portion thereof, arising from
            drawings under Letters of Credit,


                                       72
<PAGE>

                  (iv) increase the Commitment of a Lender over the amount
            thereof in effect (it being understood and agreed that a waiver of
            any Default or Event of Default or mandatory reduction in the
            Commitments shall not constitute a change in the terms of any
            Commitment of any Lender),

                  (v) except as the result of or in connection with a
            dissolution, merger or disposition of a member of the Consolidated
            Group permitted under Section 8.5, release the Company or all or
            substantially all of the Guarantors from its or their obligations
            under the Credit Documents,

                  (vi) amend, modify or waive any provision of this Section 11.6
            or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15,
            9.1(a), 11.2, 11.3, 11.5 or 11.9,

                  (vii) reduce any percentage specified in, or otherwise modify,
            the definition of Required Lenders, or

                  (viii) consent to the assignment or transfer by the Company or
            all or substantially all of the other Credit Parties of any of its
            or their rights and obligations under (or in respect of) the Credit
            Documents except as permitted thereby;

            (b) without the consent of the Administrative Agent, no provision of
      Section 10 may be amended;

            (c) without the consent of the Issuing Lender, no provision of
      Section 2.1(b), 2.2(a)(ii) and 2.6 may be amended; and

            (d) without the consent of the Swingline Lender, no provision of
      Section 2.1(c), 2.2(a)(iii) and 2.7 may be amended.

      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 bankruptcy 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.

11.7  Counterparts.

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

11.8  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.


                                       73
<PAGE>

11.9  Survival.

      All indemnities set forth herein, including, without limitation, in
Section 2.6(h), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans, the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive delivery of the Notes and the making of the Loans
hereunder.

11.10 Governing Law; Submission to Jurisdiction; Venue.

      (a) THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY PROVIDED
THEREIN, 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 NORTH CAROLINA. Any
legal action or proceeding with respect to this Credit Agreement or any other
Credit Document may be brought in the state or federal courts located in
Charlotte, North Carolina, and, by execution and delivery of this Credit
Agreement, each of the Credit Parties hereby irrevocably accepts for itself and
in respect of its property, generally and unconditionally, the nonexclusive
jurisdiction of such courts. Each of the Credit Parties further irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to it at the address set out for notices
pursuant to Section 11.1, such service to become effective three days after such
mailing. Nothing herein shall affect the right of the Administrative Agent or
any Lender to serve process in any other manner permitted by law or to commence
legal proceedings or to otherwise proceed against any Credit Party in any other
jurisdiction.

      (b) Each of the Credit Parties hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Credit Agreement or any other Credit Document brought in the courts referred to
in subsection (a) above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

      (c) EACH PARTY TO THIS CREDIT AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS CREDIT AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11.11 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.


                                       74
<PAGE>

11.12 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.

11.13 Binding Effect; Termination.

      (a) This Credit Agreement shall become effective at such time on or after
the Closing Date when it shall have been executed by each Credit Party and the
Administrative Agent, and the Administrative Agent shall have received copies
hereof (telecopied 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 each Credit Party, the Administrative Agent and each
Lender and their respective successors and assigns.

      (b) The term of this Credit Agreement shall be until no Loans, LOC
Obligations or any other amounts payable hereunder or under any of the other
Credit Documents shall remain outstanding, no Letters of Credit shall be
outstanding, all of the Guaranteed Obligations have been irrevocably satisfied
in full and all of the Commitments hereunder shall have expired or been
terminated.

11.14 Confidentiality.

      Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Credit
Agreement; (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Credit Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Credit Agreement or (ii) any direct
or indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Company; (g)
with the consent of the Company; (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Company; or (i) to the National Association
of Insurance Commissioners or any other similar organization or any nationally
recognized rating agency that requires access to information about a Lender's or
its Affiliates' investment portfolio in connection with ratings issued with
respect to such Lender or its Affiliates. For the purposes of this Section,
"Information" means all information received from the Company relating to the
Company or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.


                                       75
<PAGE>

11.15 Source of Funds.

      Each of the Lenders hereby represents and warrants to the Company that at
least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

            (a) no part of such funds constitutes assets allocated to any
      separate account maintained by such Lender in which any employee benefit
      plan (or its related trust) has any interest;

            (b) to the extent that any part of such funds constitutes assets
      allocated to any separate account maintained by such Lender, such Lender
      has disclosed to the Company the name of each employee benefit plan whose
      assets in such account exceed ten percent (10%) of the total assets of
      such account as of the date of such purchase (and, for purposes of this
      subsection (b), all employee benefit plans maintained by the same employer
      or employee organization are deemed to be a single plan);

            (c) to the extent that any part of such funds constitutes assets of
      an insurance company's general account, such insurance company has
      complied with all of the requirements of the regulations issued under
      Section 401(c)(1)(A) of ERISA; or

            (d) such funds constitute assets of one or more specific benefit
      plans that such Lender has identified in writing to the Company.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings provided in Section 3 of ERISA.

11.16 Conflict.

      To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

                           [signature pages to follow]


                                       76
<PAGE>

      IN WITNESS WHEREOF, 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:         MILLIPORE CORPORATION, a Massachusetts corporation

                  By:     /s/ Kathleen B. Allen
                     -----------------------------------------
                  Name:   Kathleen B. Allen
                  Title:  Vice President and Chief Financial Officer

GUARANTORS:       BCL ACQUISITION CORP., a Delaware corporation
                  BCL HOLDING CORP., a Delaware corporation
                  MILLIPORE PACIFIC LIMITED, a Delaware corporation

                  By:     /s/ Francis J. Lunger
                     -----------------------------------------
                  Name:   Francis J. Lunger
                  Title:  President
                          of each of the foregoing

                  MILLICORP, INC., a Delaware corporation
                  MILLIPORE CIDRA, INC., a Delaware corporation

                  By:     /s/ Francis J. Lunger
                     -----------------------------------------
                  Name:   Francis J. Lunger
                  Title:  Vice President
                          of each of the foregoing

                  MILLIPORE BIOSCIENCES ASIA LIMITED, a Delaware corporation

                  By:     /s/ Dominique Baly
                     -----------------------------------------
                  Name:   Dominique Baly
                  Title:  President
<PAGE>

ADMINISTRATIVE AGENT:   BANK OF AMERICA, N.A., in its capacity
                        as Administrative Agent

                        By:     /s/ Kathleen M. Carry
                           -----------------------------------------
                        Name:   Kathleen M. Carry
                        Title:  Vice President

LENDERS:                BANK OF AMERICA, N.A., individually in its
                        capacity as a Lender, as Issuing Lender and as
                        Swingline Lender

                        By:     /s/ Lawrence J. Gordon
                           -----------------------------------------
                        Name:   Lawrence J. Gordon
                        Title:  Principal

                        ABN AMRO BANK N.V., in its capacity
                        as Syndication Agent and individually in
                        its capacity as a Lender

                        By:     /s/ David A. Mandell
                           -----------------------------------------
                        Name:   David A. Mandell
                        Title:  Senior Vice President

                        By:     /s/ Patricia Christy
                           -----------------------------------------
                        Name:   Patricia Christy
                        Title:  Senior Vice President

                        THE BANK OF TOKYO-MITSUBISHI, LTD., NY BRANCH,
                        in its capacity as Documentation Agent and individually
                        in its capacity as a Lender

                        By:     /s/ Thomas Fennessey
                           -----------------------------------------
                        Name:   Thomas Fennessey
                        Title:  Attorney-In-Fact

                        THE DAI-ICHI KANGYO BANK, LTD.

                        By:     /s/ Greg Botshom
                           -----------------------------------------
                        Name:   Greg Botshom
                        Title:  Vice President

                        THE CHASE MANHATTAN BANK

                        By:     /s/ A. Neil Sweeney
                           -----------------------------------------
                        Name:   A. Neil Sweeney
                        Title:  Vice President
<PAGE>

                        HSBC BANK USA

                        By:     /s/ William L. Meli
                           -----------------------------------------
                        Name:   William L. Meli
                        Title:  Assistant Vice President

                        THE BANK OF NEW YORK

                        By:     /s/ James J. Ducey
                           -----------------------------------------
                        Name:   James J. Ducey
                        Title:  Vice President

                        THE NORINCHUKIN BANK, NEW YORK BRANCH

                        By:     /s/ Fumiaki Ono
                           -----------------------------------------
                        Name:   Fumiaki Ono
                        Title:  General Manager

                        COMERICA BANK

                        By:     /s/ Jennifer J. Langan
                           -----------------------------------------
                        Name:   Jennifer J. Langan
                        Title:  Assistant Vice President
<PAGE>

                                 Schedule 2.1(a)

                             LENDERS AND COMMITMENTS

                              Revolving Commitments

<TABLE>
<CAPTION>
                                              Revolving             Revolving                    LOC
                                             Commitment             Committed                 Committed
                Lender                       Percentage               Amount                   Amount
                ------                       ----------               ------                   ------

<S>                                         <C>                  <C>                       <C>
Bank of America, N.A.                       21.739130435%         $50,000,000.00           $16,304,347.84
ABN AMRO Bank N.V.                          21.739130435%         $50,000,000.00           $16,304,347.84
The Bank of Tokyo-Mitsubishi, Ltd., NY
Branch                                      15.217391304%         $35,000,000.00           $11,413,043.46
The Dai-Ichi Kangyo Bank, Ltd.              10.869565217%         $25,000,000.00            $8,152,173.92
The Chase Manhattan Bank                    6.521739130%          $15,000,000.00            $4,891,304.34
HSBC Bank USA                               6.521739130%          $15,000,000.00            $4,891,304.34
The Bank of New York                        6.521739130%          $15,000,000.00            $4,891,304.34
The Norinchukin Bank, New York Branch       6.521739130%          $15,000,000.00            $4,891,304.34
Comerica Bank                               4.347826087%          $10,000,000.00            $3,260,869.58
                                            ------------          --------------           --------------
Total:                                         100.00%           $230,000,000.00           $75,000,000.00
</TABLE>
<PAGE>

                                 Schedule 2.1(d)

                        Form of Lender Joinder Agreement

      THIS LENDER JOINDER AGREEMENT (this "Agreement") dated as of __________,
200__ to the Credit Agreement referenced below is by and among [NEW LENDER] (the
"New Lender"), MILLIPORE CORPORATION, a Massachusetts corporation (the
"Borrower"), certain Subsidiaries of the Borrower, as Guarantors, and BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the "Administrative
Agent") for the Lenders. All of the defined terms of the Credit Agreement are
incorporated herein by reference.

                               W I T N E S S E T H

      WHEREAS, pursuant to that Credit Agreement dated as of October __, 2001
(as amended and modified from time to time, the "Credit Agreement") among the
Borrower, the Guarantors, the Lenders and the Administrative Agent, the Lenders
have agreed to provide the Borrower with a $230 million revolving credit
facility;

      WHEREAS, pursuant to Section 2.1(d) of the Credit Agreement, the Borrower
has requested that the New Lender provide an additional Revolving Commitment
under the Credit Agreement; and

      WHEREAS, the New Lender has agreed to provide the additional Revolving
Commitment on the terms and conditions set forth herein and to become a "Lender"
under the Credit Agreement in connection therewith;

      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:

      1. The New Lender hereby agrees to provide Commitments to the Borrower in
the amounts set forth on Schedule 2.1(a) to the Credit Agreement as attached
hereto. The Revolving Commitment Percentage of the New Lender shall be as set
forth on Schedule 2.1(a).

      2. The New Lender shall be deemed to have purchased without recourse a
risk participation from the Issuing Lender in all Letters of Credit issued or
existing under the Credit Agreement (including Existing Letters of Credit) and
the obligations arising thereunder in an amount equal to its pro rata share of
the obligations under such Letters of Credit (based on the Revolving Commitment
Percentages of the Lenders as set forth on Schedule 2.1(a) as attached hereto),
and shall absolutely, unconditionally and irrevocably assume, as primary obligor
and not as surety, and be obligated to pay to the Issuing Lender therefor and
discharge when due, its pro rata share of the obligations arising under such
Letter of Credit.

      3. The New Lender (a) represents and warrants that it is a commercial
lender, other financial institution or other "accredited" investor (as defined
in SEC Regulation D) that makes or acquires loans in the ordinary course of
business and that it will make or acquire Loans for its own account in the
ordinary course of business, (b) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 7.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Agreement; (c) agrees that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement; (d)
appoints and authorizes the Administrative Agent to take such action as agent on
<PAGE>

its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; and (e) agrees
that, as of the date hereof, the New Lender shall (i) be a party to the Credit
Agreement and the other Credit Documents, (ii) be a "Lender" for all purposes of
the Credit Agreement and the other Credit Documents, (iii) perform all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a "Lender" under the Credit Agreement and (iv) shall have the
rights and obligations of a Lender under the Credit Agreement and the other
Credit Documents.

      4. Each of the Borrower and the Guarantors agrees that, as of the date
hereof, the New Lender shall (i) be a party to the Credit Agreement and the
other Credit Documents, (ii) be a "Lender" for all purposes of the Credit
Agreement and the other Credit Documents, and (iii) have the rights and
obligations of a Lender under the Credit Agreement and the other Credit
Documents.

      5. The address of the New Lender for purposes of all notices and other
communications is __________________, __________________________, Attention of
______________ (Facsimile No. _______________).

      6. This Agreement may be executed in any number of counterparts and by the
various parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one contract. Delivery of an executed counterpart of this Agreement
by telecopier shall be effective as delivery of a manually executed counterpart
of this Agreement.

      7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of North Carolina.
<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by a duly authorized officer as of the date first above written.

NEW LENDER:       [NEW LENDER],
                  as New Lender

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

BORROWER:         MILLIPORE CORPORATION, a Massachusetts corporation

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

GUARANTORS:       BCL ACQUISITION CORP., a Delaware corporation
                  BCL HOLDING CORP., a Delaware corporation
                  MILLICORP, INC., a Delaware corporation
                  MILLIPORE BIOSCIENCES ASIA LTD., a Delaware corporation
                  MILLIPORE CIDRA, INC., a Delaware corporation
                  MILLIPORE PACIFIC LIMITED, a Delaware corporation

                  By:
                     ---------------------------------------------------------
                  Name:
                  Title:
                              of each of the foregoing

Accepted and Agreed:

BANK OF AMERICA, N.A.,
as Administrative Agent

By:
   ---------------------------------------------------------
Name:
Title:
<PAGE>

                               Schedule 2.2(a)(i)

                           FORM OF NOTICE OF BORROWING

Bank of America, N.A., as Administrative Agent
101 N. Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attn: Agency Services

      Re:   Credit Agreement dated as of October __, 2001 (as amended, modified,
            supplemented, increased and extended from time to time, the "Credit
            Agreement") among Millipore Corporation, a Massachusetts corporation
            (the "Company"), and certain of its Subsidiaries, the Lenders
            identified therein and Bank of America, N.A., as Administrative
            Agent. Terms used but not otherwise defined herein shall have the
            meanings provided in the Credit Agreement.

Ladies and Gentlemen:

      The undersigned Borrower hereby gives notice pursuant to Section 2.2 of
the Credit Agreement that it requests a [Revolving Loan] [Swingline Loan]
advance under the Credit Agreement and in connection therewith sets forth below
the terms on which such advance is requested to be made:

(A)   Date of Borrowing (which is a Business Day)        _______________________

(B)   Principal Amount of Borrowing                      _______________________

(C)   Interest rate basis                                _______________________

(D)   Interest Period and the last day thereof           _______________________

______      If the requested advance is a Revolving Loan (other than a Swingline
            Loan), the undersigned Borrower specifically represents and warrants
            that it is in compliance with the provisions of Section 5.2(c).

      In accordance with the requirements of Section 5.2, the undersigned
Borrower hereby represents and warrants that each of the conditions specified in
Section 5.2 of the Credit Agreement have been satisfied as of the date hereof.

                                             MILLIPORE CORPORATION,
                                             a Massachusetts corporation

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
<PAGE>

                               Schedule 2.2(a)(ii)

                  FORM OF NOTICE OF REQUEST OF LETTER OF CREDIT

Bank of America, N.A., as Administrative Agent
101 N. Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attn: Agency Services

      Re:   Credit Agreement dated as of October __, 2001 (as amended, modified,
            supplemented, increased and extended from time to time, the "Credit
            Agreement") among Millipore Corporation, a Massachusetts corporation
            (the "Company"), and certain of its Subsidiaries, the Lenders
            identified therein and Bank of America, N.A., as Administrative
            Agent. Terms used but not otherwise defined herein shall have the
            meanings provided in the Credit Agreement.

Ladies and Gentlemen:

      The Company hereby gives notice pursuant to Section 2.2 of the Credit
Agreement that it requests a the issuance of a Letter of Credit under the Credit
Agreement as follows:

(1)   Account Party:

(2)   For use by:

(3)   Beneficiary:

(4)   Face Amount of Letter of Credit:

(5)   Date of Issuance:

Delivery of Letter of Credit should be made as follows:

______      The undersigned Borrower specifically represents and warrants that
            it is in compliance with the provisions of Section 5.2(c).

      In accordance with the requirements of Section 5.2, the Company hereby
represents and warrants that each of the conditions specified in Section 5.2 of
the Credit Agreement have been satisfied as of the date hereof.

                                             Very truly yours,

                                             MILLIPORE CORPORATION,
                                             a Massachusetts corporation

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
<PAGE>

                                  Schedule 2.5

                                  FORM OF NOTE

                                                                October __, 2001

      FOR VALUE RECEIVED, undersigned Borrower hereby promises to pay to the
order of _____________________, its successors and assigns (the "Lender"), on or
before the Termination Date, to the office of the Administrative Agent in
immediately available funds as provided in the Credit Agreement,

            (i) in the case of Revolving Loans, the Lender's Revolving Committed
      Amount or, if less, the aggregate unpaid principal amount of all Revolving
      Loans owing to the Lender; and

            (ii) in the case of Swingline Loans, if the Lender is the Swingline
      Lender, the Swingline Committed Amount or, if less, the aggregate unpaid
      principal amount of all Swingline Loans owing to the Swingline Lender;

together with interest thereon at the rates and as provided in the Credit
Agreement.

      This Note is one of the Notes referred to in the Credit Agreement dated as
of the date hereof (as amended, modified, supplemented, increased and extended
from time to time, the "Credit Agreement") among the Borrower, the Guarantors
and Lenders identified therein, and Bank of America, N.A., as Administrative
Agent. Terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement.

      The holder may endorse and attach a schedule to reflect borrowings
evidenced by this Note and all payments and prepayments thereon; provided that
any failure to endorse such information shall not affect the obligation of the
undersigned Borrower to pay amounts evidenced hereby.

      Upon the occurrence of an Event of Default, all amounts evidenced by this
Note may, or shall, become immediately due and payable as provided in the Credit
Agreement without presentment, demand, protest or notice of any kind, all of
which are waived by the undersigned Borrower. In the event payment of amounts
evidenced by this Note is not made at any stated or accelerated maturity, the
undersigned Borrower agrees to pay, in addition to principal and interest, all
costs of collection, including reasonable attorneys' fees and the allocated cost
of internal counsel.

      This Note and the Loans and amounts evidenced hereby may be transferred
only as provided in the Credit Agreement.

      This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of North Carolina.
<PAGE>

            IN WITNESS WHEREOF, the undersigned Borrower has caused this Note to
be duly executed by its duly authorized officer as of the day and year first
above written.


                                             MILLIPORE CORPORATION,
                                             a Massachusetts corporation


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
<PAGE>

                                  Schedule 3.2

                    FORM OF NOTICE OF CONTINUATION/CONVERSION

Bank of America, N.A., as Administrative Agent
101 N. Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attn: _____________
      Agency Services

Re:   Credit Agreement dated as of October __, 2001 (as amended, modified,
      supplemented, increased and extended from time to time, the "Credit
      Agreement") among Millipore Corporation a Massachusetts corporation (the
      "Company"), and certain of its Subsidiaries, the Lenders identified
      therein and Bank of America, N.A., as Administrative Agent. Terms used but
      not otherwise defined herein shall have the meanings provided in the
      Credit Agreement.

Ladies and Gentlemen:

      Pursuant to Section 3.2 of the Credit Agreement, the undersigned Borrower
hereby requests an Continuation or Conversion of a Revolving Loan outstanding
under the Credit Agreement, and in connection therewith sets forth below the
terms on which such Continuation or Conversion is requested to be made:

(A)   Loan Type                                          _______________________

(B)   Date of Continuation or Conversion
      (which is the last day of the applicable
      Interest Period)                                   _______________________

(C)   Principal Amount of Continuation or Conversion     _______________________

(D)   Interest rate basis                                _______________________

(E)   Interest Period and the last day thereof           _______________________

______      If the requested Continuation or Conversion is of an outstanding
            Revolving Loan, the undersigned Borrower specifically represents and
            warrants that it is in compliance with the provisions of Section
            5.2(c).

      In accordance with the requirements of Section 5.2, the undersigned
Borrower hereby represents and warrants that each of the conditions specified in
Section 5.2 of the Credit Agreement have been satisfied as of the date hereof.


                                             MILLIPORE CORPORATION,
                                             a Massachusetts corporation


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
<PAGE>

                               Schedule 5.1(e)(v)

                          Form of Officer's Certificate

      Pursuant to Section 5.1(h)(v) of the Credit Agreement (the "Credit
Agreement"), dated as of October __, 2001, by and among Millipore Corporation, a
Massachusetts corporation (the "Company"), and certain of its Subsidiaries, the
Lenders identified therein and Bank of America, N.A., as Administrative Agent,
the undersigned, ___________, Secretary of _______________ [the Company/(the
"Corporation"), hereby certifies as follows:

      1. Attached hereto as Annex I is a true and complete copy of resolutions
duly adopted by the board of directors of the [Company/Corporation] on
_______________________, 200_. The attached resolutions have not been rescinded
or modified and remain in full force and effect. The attached resolutions are
the only corporate proceedings of the [Company/Corporation] now in force
relating to or affecting the matters referenced therein.

      2. Attached hereto as Annex II is a true and complete copy of the Bylaws
of the [Company/Corporation] as in effect on the date hereof.

      3. Attached hereto as Annex III is a true and complete copy of the
Certificate of Incorporation of the [Company/Corporation] and all amendments
thereto as in effect on the date hereof.

      4. Each of the following persons is now a duly elected and qualified
officer of the [Company/Corporation], holding the office(s) indicated, and the
signature appearing opposite his/her name below is his/her true and genuine
signature, and such officer is duly authorized to execute and deliver on behalf
of the [Company/Corporation], the Credit Agreement, the Notes and the other
Credit Documents and to act as an Executive Officer on behalf of the
[Company/Corporation] under the Credit Agreement.

      Name                            Title                     Signature
      ----                            -----                     ---------
                                                         -----------------------
                                                         -----------------------
                                                         -----------------------

      IN WITNESS WHEREOF, the undersigned has hereunto set his/her name and
affixed the corporate seal of the [Company/Corporation].

                                                   -----------------------------
                                                   Secretary
                                                   Date:  October __, 2001

      I, _____________________, [Title] of the [Company/Corporation], hereby
certify that _______________, whose genuine signature appears above, is, and has
been at all times since ______________, a duly elected, qualified and acting
Secretary of the [Company/Corporation].

                                                   -----------------------------
                                                   [Title]
                                                   October __, 2001
<PAGE>

                                 Schedule 7.1(c)

                    FORM OF OFFICER'S COMPLIANCE CERTIFICATE

              For the fiscal quarter ended _________________, ___.

      I, ______________________, [Title] of Millipore Corporation (the
"Company") hereby certify that, to the best of my knowledge and belief, with
respect to that certain Credit Agreement dated as of October __, 2001 (as
amended, modified, supplemented, increased and extended from time to time, the
"Credit Agreement"; all of the defined terms in the Credit Agreement are
incorporated herein by reference) among the Company, the Guarantors and Lenders
party thereto, and Bank of America, N.A., as Administrative Agent:

      a.    The company-prepared financial statements which accompany this
            certificate are true and correct in all material respects and have
            been prepared in accordance with GAAP applied on a consistent basis,
            subject to changes resulting from normal year-end audit adjustments.

      b.    Since ___________ (the date of the last similar certification, or,
            if none, the Closing Date) no Default or Event of Default has
            occurred under the Credit Agreement.

      c.    The Non-Guarantor Subsidiaries of the Company (individually or in
            the aggregate) do not exceed the Threshold Requirement set forth in
            Section 7.11 of the Credit Agreement.

      Delivered herewith are detailed calculations demonstrating compliance by
the Credit Parties with the financial covenants contained in Section 8.2 of the
Credit Agreement as of the end of the fiscal period referred to above.

      This  ______ day of ___________, 200_.


                                             MILLIPORE CORPORATION,
                                             a Massachusetts corporation


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
<PAGE>

                       Attachment to Officer's Certificate

                       Computation of Financial Covenants
<PAGE>

                                  Schedule 7.11

                            FORM OF JOINDER AGREEMENT

      THIS JOINDER AGREEMENT (the "Agreement"), dated as of _____________, ___,
is by and between _____________________, a ___________________ (the
"Subsidiary"), and Bank of America, N.A., in its capacity as Administrative
Agent under that certain Credit Agreement (as amended, modified, supplemented,
increased and extended from time to time, the "Credit Agreement"), dated as of
October __, 2001, among Millipore Corporation, a Massachusetts corporation (the
"Company"), and certain of its Subsidiaries, the Lenders identified therein and
Bank of America, N.A., as Administrative Agent. All of the defined terms in the
Credit Agreement are incorporated herein by reference.

      The Credit Parties are required by Section 7.11 of the Credit Agreement to
cause the Subsidiary to become a "Guarantor".

      Accordingly, the Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:

      1. The Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary will be deemed to be a party to the
Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement, and
shall have all of the obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Guarantors contained in the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby
jointly and severally together with the other Guarantors, guarantees to each
Lender and the Administrative Agent, as provided in Section 4 of the Credit
Agreement, the prompt payment and performance of the Guaranteed Obligations in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) strictly in accordance with the terms thereof.

      2. The address of the Subsidiary for purposes of all notices and other
communications is ____________________, ____________________________, Attention
of ______________ (Facsimile No. ____________).

      3. The Subsidiary hereby waives acceptance by the Administrative Agent and
the Lenders of the guaranty by the Subsidiary under Section 4 of the Credit
Agreement upon the execution of this Agreement by the Subsidiary.

      4. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.

      5. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of North Carolina.
<PAGE>

      IN WITNESS WHEREOF, the Subsidiary has caused this Joinder Agreement to be
duly executed by its authorized officers, and the Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

                                             [SUBSIDIARY]


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

                                             Acknowledged and accepted:

                                             BANK OF AMERICA, N.A.,
                                             as Administrative Agent

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:
<PAGE>

                                  Schedule 11.1

                               LENDERS' ADDRESSES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
            Lenders                            Credit Contact                                 Operations Contact
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                            <C>
     Bank of America, N.A.                 Bank of America, N.A.                             Bank of America, N.A.
                                      100 N. Tryon Street, 17th Floor                   101 N. Tryon Street, 15th Floor
                                               NC1-007-17-11                                     NC1-001-15-04
                                           Charlotte, N.C. 28255                             Charlotte, N.C. 28255
                                           Attn: Larry J. Gordon                             Attn: Richard Wright
                                              Ph: 704.388.1115                                 Ph: 704.387.2472
                                              Fx: 704.388.6002                                 Fx: 704.409.0127
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
      ABN AMRO Bank N.V.                     ABN AMRO Bank N.V.                               ABN AMRO Bank N.V.
                                      55 East 52nd Street, 33rd Floor                208 South LaSalle Street, Suite 1500
                                             New York, NY 10055                             Chicago, IL 60604-1003
                                             Attn: Dave Mandell                            Attn: Loan Administrator
                                              Ph: 312.992.5119                                 Ph: 312.992.5150
                                              Fx: 312.992.5111                                 Fx: 312.992.5155
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi,   The Bank of Tokyo-Mitsubishi Ltd., NY Branch        The Bank of Tokyo-Mitsubishi Ltd., NY
        Ltd., NY Branch           1251 Avenue of the Americas, 12th Floor                           Branch
                                       New York, New York 10020-1104                       BTM Information Services
                                            Attn: Tom Fennessey                     1251 Avenue of the Americas, 12th Floor
                                              Ph: 212.782.6221                 Attn: Rolando Uy, AVP, Loan Operations Department
                                              Fx: 212.782.6445                                 Ph: 201-413-8570
                                            Tfennessey@btmna.com                               Fx: 201.521.2304
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Ltd.         The Dai-Ichi Kangyo Bank, Ltd.                   The Dai-Ichi Kangyo Bank, Ltd.
                                             DKB Data Services                           95 Christopher Columbus Drive
                                       95 Christopher Columbus Drive                         Jersey City, NY 07302
                                           Jersey City, NY 07302                               Attn: Crystal Lin
                                          Attn: Alejandro Waldmen                              Ph: 201.200.6067
                                              Ph: 201.200.6063                                 Fx: 201.200.6065
                                              Fx: 201.200.0252
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
   The Chase Manhattan Bank               The Chase Manhattan Bank                         The Chase Manhattan Bank
                                              999 Broad Street                                 999 Broad Street
                                            Bridgeport, CT 06604                             Bridgeport, CT 06604
                                             Attn: Neil Sweeny                              Attn: Diana L. Morales
                                              Ph: 203.368.5010                                 Ph: 203.382.5341
                                              Fx: 203.382.6314                                 Fx: 203.382.5360
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
         HSBC Bank USA                         HSBC Bank USA                                     HSBC Bank USA
                                             17 South Broadway                              1 HSBC Ctr./26th Floor
                                              Nyack, NY 10960                                  Buffalo, NY 14203
                                           Attn: William L. Meli                             Attn: Adrienne Smith
                                              Ph: 845.353.7441                                 Ph: 716.841.7179
                                              Fx: 845.353.7425                                 Fx: 716.841.0269
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
            Lenders                            Credit Contact                                 Operations Contact
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
  <S>                              <C>                                               <C>
     The Bank of New York                   The Bank of New York                             The Bank of New York
                                        One Wall Street, 22nd Floor                       One Wall Street, 22nd Floor
                                          New York, New York 10286                         New York, New York 10286
                                           Attn: Kenneth Sneider                               Attn: Laino Chan
                                              Ph: 212.635.6863                                 Ph: 212.635.6720
     The Bank of New York                     Fx: 212.635.1480                                 Fx: 212.635.6426
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
  The Norinchukin Bank, New        The Norinchukin Bank, New York Branch             The Norinchukin Bank, New York Branch
         York Branch                    245 Park Avenue, 29th Floor                       245 Park Avenue, 29th Floor
                                             New York, NY 18167                               New York, NY 10167
                                            Attn: Nicholas Fiore                             Attn: Connie Auyeung
                                              Ph: 212.697.1717                                 Ph: 212.949.7188
                                              Fx: 212.697.5754                                 Fx: 212.808.4188
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
         Comerica Bank                         Comerica Bank                                     Comerica Bank
                                             U.S. Banking East                                 U.S. Banking East
                                   500 Woodard Avenue, 9th Floor, MC 3279              500 Woodard Avenue, 9th Floor, MC
                                           Detroit, MI 48275-3279                                    3279
                                          Attn: Jennifer J. Langan                             Attn: Venus Moses
                                              Ph: 313.222.3782                                 Ph: 313.222.3319
                                              Fx: 313.222.3330                                 Fx: 313.222.3330
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                Schedule 11.3(b)

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

      This Assignment and Assumption Agreement (this "Assignment") is dated as
of the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represent the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, Letters of Credit and
Swingline Loans) (the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment,
without representation or warranty by the Assignor.

1.    Assignor:   ______________________________

2.    Assignee:   ______________________________ [Affiliate of a Lender/Approved
                  Fund(1)]

3.    Borrower:   Millipore Corporation, a Massachusetts corporation

4.    Administrative
      Agent:      Bank of America, N.A., as Administrative Agent under the
                  Credit Agreement

5.    Credit
      Agreement:  The Credit Agreement, dated as of October __, 2001 among
                  Millipore Corporation, a Massachusetts corporation (the
                  "Company"), certain Subsidiaries of the Company, the Lenders
                  parties thereto and Bank of America, N.A., as Administrative
                  Agent

----------
      1 Select as applicable.
<PAGE>

6.    Assigned Interest:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------

                           Aggregate Amount of          Amount of             Percentage
                            Commitment/Loans         Commitment/Loans         Assigned of
  Facility Assigned          for all Lenders             Assigned          Commitment/Loans(2)
  -----------------          ---------------             --------          -------------------
----------------------------------------------------------------------------------------------
<S>                         <C>                     <C>                    <C>
   Revolving Loans          $________________       $________________      ______________%
----------------------------------------------------------------------------------------------
   LOC Obligations          $________________       $________________      ______________%
----------------------------------------------------------------------------------------------
Revolving Commitments       $________________       $________________      ______________%
----------------------------------------------------------------------------------------------
</TABLE>

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment are hereby agreed to:

                                               ASSIGNOR

                                               [NAME OF ASSIGNOR]

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

                                               ASSIGNEE

                                               [NAME OF ASSIGNEE]

                                               By:
                                                  ------------------------------
                                                  Title:
[Consented to and](3) Accepted:

BANK OF AMERICA, N.A., as
  Administrative Agent

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

BANK OF AMERICA, N.A., as
  Issuing Lender

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

[Consented to:](4)

----------
      2 Set forth, to at least nine decimals, as a percentage of the
        Commitment/Loans of all Lenders thereunder.

      3 To be added only if the consent of the Administrative Agent is required
        by the terms of the Credit Agreement.

      4 To be added only if the consent of the Company and/or other parties is
        required by the terms of the Credit Agreement.
<PAGE>

By:
   ------------------------------
   Title:
<PAGE>

                                     ANNEX 1
                     TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

      1.    Representations and Warranties.

            1.1. Assignor. The Assignor (a) represents and warrants that (i) it
      is the legal and beneficial owner of the Assigned Interest, (ii) the
      Assigned Interest is free and clear of any lien, encumbrance or other
      adverse claim and (iii) it has full power and authority, and has taken all
      action necessary, to execute and deliver this Assignment and to consummate
      the transactions contemplated hereby; and (b) assumes no responsibility
      with respect to (i) any statements, warranties or representations made in
      or in connection with any Credit Document, (ii) the execution, legality,
      validity, enforceability, genuineness, sufficiency or value of the Credit
      Agreement or any other Credit Document, or any collateral thereunder,
      (iii) the financial condition of the Company, any of their respective
      Subsidiaries or Affiliates or any other Person obligated in respect of any
      Credit Document or (iv) the performance or observance by the Company, any
      of their respective Subsidiaries or Affiliates or any other Person of any
      of their respective obligations under any Credit Document.

            1.2. Assignee. The Assignee (a) represents and warrants that (i) it
      has full power and authority, and has taken all action necessary, to
      execute and deliver this Assignment and to consummate the transactions
      contemplated hereby and to become a Lender under the Credit Agreement,
      (ii) it meets all requirements of an Eligible Assignee under the Credit
      Agreement, (iii) from and after the Effective Date, it shall be bound by
      the provisions of the Credit Agreement and, to the extent of the Assigned
      Interest, shall have the obligations of a Lender thereunder, (iv) it has
      received a copy of the Credit Agreement, together with copies of the most
      recent financial statements delivered pursuant to Section 7.1 thereof, as
      applicable, and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into
      this Assignment and to purchase the Assigned Interest on the basis of
      which it has made such analysis and decision, and (v) attached hereto is
      any documentation required to be delivered by it pursuant to the terms of
      Section 3.11(d) of the Credit Agreement, duly completed and executed by
      the Assignee; and (b) agrees that (i) it will, independently and without
      reliance on the Administrative Agent, the Assignor 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 the Credit Documents, and (ii) it will perform in
      accordance with their terms all of the obligations which by the terms of
      the Credit Documents are required to be performed by it as a Lender.

            1.3 Assignee's Address for Notices, etc. Attached hereto as Schedule
      1 is all contact information, address, account and other administrative
      information relating to the Assignee.

      2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned interest (including payments
of principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to or on or after the Effective Date. The Assignor
and the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.
<PAGE>

      3. General Provisions. This Assignment shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
This Assignment may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment. This Assignment shall be
governed by, and construed in accordance with, the law of the State of North
Carolina.
<PAGE>

                                   SCHEDULE 1
                     TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                             ADMINISTRATIVE DETAILS

        [Assignee to list names of credit contacts, addresses, phone and
            facsimile numbers, electronic mail addresses and account
                            and payment information]