<PAGE>

                                                                    EXHIBIT 4.39

                                                                  CONFORMED COPY

                                CREDIT AGREEMENT

                              DATED 5TH MARCH, 2003

                                 US$450,000,000

                                 CREDIT FACILITY

                                       FOR

                            GALEN (CHEMICALS) LIMITED

                                   arranged by

                               ABN AMRO BANK N.V.

                                BARCLAYS CAPITAL

                                       and

                 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

                                 ALLEN & OVERY
                                     London

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                         PAGE
<S>                                                                            <C>
1.       Interpretation......................................................    1
2.       Facility............................................................   13
3.       Purpose.............................................................   15
4.       Conditions precedent................................................   15
5.       Utilisation.........................................................   16
6.       Optional Currencies.................................................   17
7.       Repayment...........................................................   19
8.       Prepayment and cancellation.........................................   20
9.       Interest............................................................   24
10.      Terms...............................................................   26
11.      Market disruption...................................................   27
12.      Taxes...............................................................   28
13.      Increased Costs.....................................................   30
14.      Mitigation..........................................................   31
15.      Payments............................................................   32
16.      Guarantee and indemnity.............................................   34
17.      Representations.....................................................   36
18.      Information covenants...............................................   40
19.      Financial covenants.................................................   42
20.      General covenants...................................................   46
21.      Default.............................................................   53
22.      The Administrative Parties..........................................   57
23.      Evidence and calculations...........................................   61
24.      Fees................................................................   61
25.      Indemnities and Break Costs.........................................   62
26.      Expenses............................................................   63
27.      Amendments and waivers..............................................   64
28.      Changes to the Parties..............................................   65
29.      Disclosure of information...........................................   68
30.      Set-off.............................................................   69
31.      Pro Rata Sharing....................................................   69
32.      Severability........................................................   70
33.      Counterparts........................................................   71
34.      Notices.............................................................   71
35.      Language............................................................   72
36.      Governing law.......................................................   73
37.      Enforcement.........................................................   73
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SCHEDULES
<S>                                                                             <C>
1.       Original Parties.........................................................
2.       Conditions precedent documents...........................................
3.       Form of Request..........................................................
4.       Calculation of the Mandatory Cost........................................
5.       Form of Transfer Certificate.............................................
6.       Form of Compliance Certificate...........................................
7.       Form of Accession Agreement..............................................
8.       Form of Resignation Request..............................................
9.       Form of Extension Request................................................

Signatories..................................................................   74
</TABLE>

<PAGE>

THIS AGREEMENT is dated 5th March, 2003 and is made BETWEEN:

(1)      GALEN (CHEMICALS) LIMITED (registered in the Republic of Ireland with
         registered number 113259) (the BORROWER);

(2)      GALEN HOLDINGS PLC (registered in Northern Ireland with registered
         number NI025836) (the PARENT);

(3)      THE COMPANIES LISTED in Schedule 1 (Original Parties) as original
         guarantors (in this capacity the ORIGINAL GUARANTORS);

(4)      ABN AMRO BANK N.V., BARCLAYS CAPITAL and THE GOVERNOR AND COMPANY OF
         THE BANK OF IRELAND as mandated lead arrangers (in this capacity the
         ARRANGERS);

(5)      THE FINANCIAL INSTITUTIONS listed in the Schedule 1 (Original Parties)
         as original lenders (the ORIGINAL LENDERS); and

(6)      THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND as facility agent (in
         this capacity the FACILITY AGENT).

IT IS AGREED as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

         ACCESSION AGREEMENT means a letter, substantially in the form of
         Schedule 7 (Form of Accession Agreement).

         ACQUISITION means the Eli Lilly Acquisition, the Pfizer HRT Acquisition
         or the Pfizer OC Acquisition.

         ACQUISITION AGREEMENTS means the Eli Lilly Acquisition Agreements, the
         Pfizer HRT Acquisition Agreements and the Pfizer OC Acquisition
         Agreements.

         ACQUISITION DOCUMENTS means the Eli Lilly Acquisition Documents, the
         Pfizer HRT Acquisition Documents and the Pfizer OC Acquisition
         Documents.

         ADDITIONAL GUARANTOR means a member of the Group which becomes a
         Guarantor after the date of this Agreement.

         ADMINISTRATIVE PARTY means an Arranger or the Facility Agent.

         AFFILIATE means a Subsidiary or a Holding Company of a person or any
         other Subsidiary of that Holding Company.

         AVAILABILITY PERIOD means:

         (a)      in relation to Facility A, the period from and including the
                  date of this Agreement to the Facility A Final Maturity Date;
                  and

                                       1

<PAGE>

         (b)      in relation to Facility B and Facility C, the period from and
                  including the date of this Agreement to and including 120 days
                  after the date of this Agreement.

         BREAK COSTS means the amount (if any) which a Lender is entitled to
         receive under Clause 25.3 (Break Costs) as compensation if any part of
         a Loan or overdue amount is prepaid.

         BUSINESS DAY means a day (other than a Saturday or a Sunday) on which
         banks are open for general business in London, Belfast and:

         (a)      if on that day a payment in or a purchase of a currency (other
                  than Euro) is to be made, the principal financial centre of
                  the country of that currency; or

         (b)      if on that day a payment in or a purchase of Euro is to be
                  made, which is also a TARGET Day.

         CIRCULAR means the circular issued (or to be issued) to the
         shareholders of the Parent relating to the Pfizer HRT Acquisition and
         the Pfizer OC Acquisition.

         COMMITMENT means a Facility A Commitment, a Facility B Commitment or a
         Facility C Commitment.

         COMPLIANCE CERTIFICATE means a certificate substantially in the form of
         Schedule 6 (Form of Compliance Certificate) setting out, among other
         things, calculations of the financial covenants.

         DEFAULT means:

         (a)      an Event of Default; or

         (b)      an event specified in Clause 21 (Default) which would be (with
                  the expiry of a grace period, the giving of notice or the
                  making of any determination under the Finance Documents or any
                  combination of them) an Event of Default.

         ELI LILLY means Eli Lilly and Company, a company organised and existing
         under the laws of the State of Indiana with offices located at Lilly
         Corporate Center, Indianapolis, Indiana, 46285 USA.

         ELI LILLY ACQUISITION means the acquisition of the Eli Lilly Assets by
         the Borrower under the Eli Lilly Acquisition Documents.

         ELI LILLY ACQUISITION AGREEMENTS means the Eli Lilly Transfer Agreement
         and the Eli Lilly Manufacturing Agreement.

         ELI LILLY ACQUISITION DOCUMENTS means the Eli Lilly Acquisition
         Agreements and all other documents referred to in the Eli Lilly
         Acquisition Agreements or relating to the Eli Lilly Acquisition.

         ELI LILLY ASSETS means the rights and other assets assigned or
         transferred to, or assumed or acquired by, the Borrower under the Eli
         Lilly Transfer Agreement.

         ELI LILLY MANUFACTURING AGREEMENT means the manufacturing agreement
         entered into by the Borrower and Eli Lilly on 7th December, 2002 for
         the manufacturing of the women's healthcare product known as Sarafem.

                                       2

<PAGE>

         ELI LILLY TRANSFER AGREEMENT means the assignment, transfer and
         assumption agreement entered into by the Borrower and Eli Lilly on 7th
         December, 2002 in connection with the sale and purchase of the US sales
         and marketing rights relating to the women's healthcare product known
         as Sarafem.

         EURIBOR means for a Term of any Loan or overdue amount in Euro:

         (a)      the applicable Screen Rate; or

         (b)      if no Screen Rate is available for that Term of that Loan or
                  overdue amount, the arithmetic mean (rounded upward to four
                  decimal places) of the rates as supplied to the Facility Agent
                  at its request quoted by the Reference Banks to leading banks
                  in the European interbank market,

         as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for the
         offering of deposits in Euro for a period comparable to that Term.

         EURO means the single currency of the Participating Member States.

         EVENT OF DEFAULT means an event specified as such in this Agreement.

         EXTENSION OPTION means the Borrower's option to request an extension to
         the Facility A Final Maturity Date under Clause 2.3 (Extension Option).

         EXTENSION REQUEST means a request made by the Borrower to exercise the
         Extension Option, substantially in the form of Schedule 9 (Form of
         Extension Request).

         FACILITY means Facility A, Facility B or Facility C.

         FACILITY A means the facility referred to in Clause 2.1(a)
         (Facilities).

         FACILITY A COMMITMENT means:

         (a)      in relation to an Original Lender, the amount in US Dollars
                  set opposite the name of that Original Lender in Schedule 1
                  (Original Parties) under the heading FACILITY A COMMITMENTS
                  and the amount of any other Facility A Commitment it acquires;
                  and

         (b)      in relation to a Lender which becomes a Lender after the date
                  of this Agreement, the amount of Facility A Commitment
                  acquired by it under Clause 28 (Changes to the Parties),

         to the extent not cancelled, reduced or transferred under this
         Agreement.

         FACILITY A LOAN means a Loan made or to be made under Facility A.

         FACILITY A FINAL MATURITY DATE means:

         (a)      the date falling a year less a day after the date of this
                  Agreement, or if that is not a Business Day, the immediately
                  preceding Business Day; or

         (b)      such later date as may be agreed under Clause 2.3 (Extension
                  Option).

         FACILITY B means the facility referred to in Clause 2.1(b)
         (Facilities).

                                       3

<PAGE>

         FACILITY B COMMITMENT means:

         (a)      in relation to an Original Lender, the amount in US Dollars
                  set opposite the name of that Original Lender in Schedule 1
                  (Original Parties) under the heading FACILITY B COMMITMENTS
                  and the amount of any other Facility B Commitment it acquires;
                  and

         (b)      in relation to a Lender which becomes a Lender after the date
                  of this Agreement, the amount of Facility B Commitment
                  acquired by it under Clause 28 (Changes to the Parties),

         to the extent not cancelled, reduced or transferred under this
         Agreement.

         FACILITY B FINAL MATURITY DATE means the third anniversary of the date
         of this Agreement or, if that is not a Business Day, the immediately
         preceding Business Day.

         FACILITY B LOAN means a Loan made or to be made under Facility B.

         FACILITY C means the facility referred to in Clause 2.1(c)
         (Facilities).

         FACILITY C COMMITMENTS means:

         (a)      in relation to an Original Lender, the amount in US Dollars
                  set opposite the name of that Original Lender in Schedule 1
                  (Original Parties) under the heading FACILITY C COMMITMENTS
                  and the amount of any other Facility C Commitment it acquires;
                  and

         (b)      in relation to a Lender which becomes a Lender after the date
                  of this Agreement, the amount of Facility C Commitment
                  acquired by it under Clause 28 (Changes to the Parties),

         to the extent not cancelled, reduced or transferred under this
         Agreement.

         FACILITY C FINAL MATURITY DATE means the fifth anniversary of the date
         of this Agreement or, if that is not a Business Day, the immediately
         preceding Business Day.

         FACILITY C LOAN means a Loan made or to be made under Facility C.

         FACILITY OFFICE means the office(s) notified by a Lender to the
         Facility Agent:

         (a) on or before the date it becomes a Lender; or

         (b) by not less than five Business Days' notice,

         as the office(s) through which it will perform its obligations under
         this Agreement.

         FEE LETTER means any letter entered into by reference to this Agreement
         between one or more Administrative Parties and the Borrower setting out
         the amount of certain fees referred to in this Agreement.

         FINAL MATURITY DATE means the Facility A Final Maturity Date, the
         Facility B Final Maturity Date or the Facility C Final Maturity Date.

         FINANCE DOCUMENT means:

         (a)      this Agreement;

                                       4

<PAGE>

         (b)      a Fee Letter;

         (c)      a Transfer Certificate;

         (d)      an Accession Agreement; or

         (e)      any other document designated as such by the Facility Agent
                  and the Parent.

         FINANCE PARTY means a Lender or an Administrative Party.

         FINANCIAL INDEBTEDNESS means (without double counting) any indebtedness
         for or in respect of:

         (a)      moneys borrowed;

         (b)      any acceptance credit;

         (c)      any bond, note, debenture, loan stock or other similar
                  instrument;

         (d)      any redeemable preference share which can be redeemed prior to
                  a Final Maturity Date;

         (e)      any finance, capital lease or hire purchase agreement required
                  by generally accepted accounting principles and practices in
                  the relevant jurisdiction to be treated as a finance or
                  capital lease;

         (f)      receivables sold or discounted (otherwise than on a
                  non-recourse basis);

         (g)      the acquisition cost of any asset to the extent payable after
                  its acquisition or possession by the party liable where the
                  deferred payment is arranged primarily as a method of raising
                  finance or financing the acquisition of that asset;

         (h)      any derivative transaction protecting against or benefiting
                  from fluctuations in any rate or price (and, except for
                  non-payment of an amount, the then mark to market value of the
                  derivative transaction will be used to calculate its amount);

         (i)      any other transaction (including any forward sale or purchase
                  agreement) which has the commercial effect of a borrowing;

         (j)      any counter-indemnity obligation in respect of any guarantee,
                  indemnity, bond, letter of credit or any other instrument
                  issued by a bank or financial institution; or

         (k)      any guarantee, indemnity or similar assurance against
                  financial loss of any person in respect of any item referred
                  to in paragraphs (a) to (j) above.

         GROUP means the Parent and its Subsidiaries.

         GUARANTOR means an Original Guarantor or an Additional Guarantor.

         HOLDING COMPANY means in relation to a person, an entity of which that
         person is a Subsidiary.

         IBOR means:

         (a)      in relation to Euro, EURIBOR; or

                                       5
<PAGE>

         (b)      in relation to any other currency, LIBOR.

         INCREASED COST means:

         (a)      an additional or increased cost;

         (b)      a reduction in the rate of return from a Facility or on its
                  overall capital; or

         (c)      a reduction of an amount due and payable under any Finance
                  Document,

         which is incurred or suffered by a Finance Party or any of its
         Affiliates but only to the extent attributable to that Finance Party
         having entered into its Commitment or funding or performing its
         obligations under any Finance Document.

         INTELLECTUAL PROPERTY RIGHTS MEANS:

         (a)      any know-how, patent, trade mark, service mark, design,
                  business name, domain name, topographical or similar right;

         (b)      any copyright, data base or other intellectual property right;
                  or

         (c)      any interest in the above,

         in each case whether registered or not and includes any related
         application.

         LENDER means:

         (a)      an Original Lender; or

         (b)      any person which becomes a Lender after the date of this
                  Agreement.

         LIBOR means for a Term of any Loan or overdue amount:

         (a)      the applicable Screen Rate; or

         (b)      if no Screen Rate is available for the relevant currency or
                  Term of that Loan or overdue amount, the arithmetic mean
                  (rounded upward to four decimal places) of the rates, as
                  supplied to the Facility Agent at its request, quoted by the
                  Reference Banks to leading banks in the London interbank
                  market,

         as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in
         the currency of that Loan or overdue amount for a period comparable to
         that Term.

         LOAN means, unless otherwise stated in this Agreement, the principal
         amount of each borrowing under this Agreement or the principal amount
         outstanding of that borrowing.

         MAJORITY LENDERS means, at any time, Lenders:

         (a)      whose share in the outstanding Loans and whose undrawn
                  Commitments then aggregate 66.67 per cent. or more of the
                  aggregate of all the outstanding Loans and the undrawn
                  Commitments of all the Lenders;

         (b)      if there is no Loan then outstanding, whose undrawn
                  Commitments then aggregate 66.67 per cent. or more of the
                  Total Commitments; or

                                       6
<PAGE>

         (c)      if there is no Loan then outstanding and the Total Commitments
                  have been reduced to zero, whose Commitments aggregated 66.67
                  per cent. or more of the Total Commitments immediately before
                  the reduction.

         MANDATORY COST means the cost of complying with certain regulatory
         requirements, expressed as a percentage rate per annum and calculated
         by the Facility Agent under Schedule 4 (Calculation of the Mandatory
         Cost).

         MARGIN has the meaning given to it in Clause 9.5 (Margin).

         MATERIAL ADVERSE EFFECT means:

         (a)      a material adverse effect on the business or financial
                  condition of the Group taken as a whole;

         (b)      a material adverse effect on the ability of the Parent to
                  perform its obligations under Clause 19 (Financial covenants)
                  or of any Obligor to perform any of its payment obligations or
                  other material obligations under any Finance Document, taking
                  into account resources lawfully available to it, without
                  breaching the terms of this Agreement, from other members of
                  the Group; or

         (c)      an effect on the validity or enforceability of any Finance
                  Document which is reasonably considered by the Majority
                  Lenders to be materially adverse to their interests under the
                  Finance Documents.

         MATERIAL SUBSIDIARY means, at any time, the Borrower and any other
         Subsidiary of the Parent whose gross assets or revenues (excluding
         intra-Group items) equal or exceed, or have since the date of this
         Agreement equalled or exceeded, 5 per cent. of the gross assets or
         revenues of the Group.

         For this purpose:

         (a)      the gross assets or revenues of a Subsidiary of the Parent
                  will be determined from its financial statements (consolidated
                  if it has Subsidiaries) upon which the latest audited
                  financial statements of the Group have been based;

         (b)      if a Subsidiary of the Parent becomes a member of the Group
                  after the date on which the latest audited financial
                  statements of the Group have been prepared, the gross assets
                  or revenues of that Subsidiary will be determined from its
                  latest financial statements;

         (c)      the gross assets or revenues of the Group will be determined
                  from its latest audited financial statements, adjusted (where
                  appropriate) to reflect the gross assets or revenues of any
                  company or business subsequently acquired or disposed of; and

         (d)      if a Material Subsidiary disposes of all or substantially all
                  of its assets to another Subsidiary of the Parent, the other
                  Subsidiary (if it is not already) will immediately become a
                  Material Subsidiary.

         MATURITY DATE means the last day of a Term of a Loan.

         OBLIGOR means the Borrower or a Guarantor.

                                       7
<PAGE>

         ORIGINAL FINANCIAL STATEMENTS means the audited consolidated financial
         statements of the Parent for the year ended 30th September, 2002.

         ORIGINAL OBLIGOR means the Borrower or an Original Guarantor.

         PARTICIPATING MEMBER STATE means a member state of the European
         Communities that adopts or has adopted the Euro as its lawful currency
         under the legislation of the European Union for European Monetary
         Union.

         PARTY means a party to this Agreement.

         PFIZER means Pfizer, Inc.

         PFIZER HRT ACQUISITION means the acquisition of the Pfizer HRT Assets
         by the Borrower under the Pfizer HRT Acquisition Documents.

         PFIZER HRT ACQUISITION AGREEMENTS means the Pfizer HRT Sale & Purchase
         Agreement and:

         (a)      a transitional services agreement; and

         (b)      a transitional intellectual property licence agreement,

         each entered into in connection with the Pfizer HRT Sale & Purchase
         Agreement, and any other document designated as a Pfizer HRT
         Acquisition Agreement by the Parent and the Facility Agent.

         PFIZER HRT ACQUISITION DOCUMENTS means the Pfizer HRT Acquisition
         Agreements and all other documents referred to in the Pfizer HRT
         Acquisition Agreements or relating to the Pfizer HRT Acquisition.

         PFIZER HRT ASSETS has the meaning given to the term "Purchased Assets"
         in the Pfizer HRT Sale & Purchase Agreement.

         PFIZER HRT LOAN means a Term Loan designated as such in the relevant
         Request.

         PFIZER HRT SALE & PURCHASE AGREEMENT means the sale and purchase
         agreement entered into (or to be entered into) by the Borrower, the
         Parent, Pfizer and others on or about the date of this Agreement in
         connection with the sale and purchase of certain intellectual property
         rights relating to the hormone replacement therapy product known as
         femhrt.

         PFIZER OC ACQUISITION means the acquisition of the Pfizer OC Assets by
         the Borrower under the Pfizer OC Acquisition Documents.

         PFIZER OC ACQUISITION AGREEMENTS means the Pfizer OC Sale & Purchase
         Agreement and:

         (a)      a transitional services agreement;

         (b)      a transitional intellectual property licence agreement; and

         (c)      an oral contraceptives transitional supply agreement,

                                       8
<PAGE>

         each entered into in connection with the Pfizer OC Sale & Purchase
         Agreement, and any other document designated as a Pfizer OC Acquisition
         Agreement by the Parent and the Facility Agent.

         PFIZER OC ACQUISITION DOCUMENTS means the Pfizer OC Acquisition
         Agreements and all other documents referred to in the Pfizer OC
         Acquisition Agreements or relating to the Pfizer OC Acquisition.

         PFIZER OC ASSETS has the meaning given to the term "Purchased Assets"
         in the Pfizer OC Sale and Purchase Agreement.

         PFIZER OC LOAN means a Term Loan designated as such in the relevant
         Request.

         PFIZER OC SALE & PURCHASE AGREEMENT means the sale and purchase
         agreement entered into (or to be entered into) by the Borrower, the
         Parent, Pfizer and others on or about the date of this Agreement in
         connection with the sale and purchase of certain intellectual property
         rights relating to the oral contraceptive products known as Estrostep
         and Loestrin.

         PRO RATA SHARE means:

         (a)      for the purpose of determining a Lender's share in a
                  utilisation of a Facility, the proportion which its Commitment
                  under the relevant Facility bears to the Total Facility A
                  Commitments, the Total Facility B Commitments or the Total
                  Facility C Commitments, as the case may be; and

         (b)      for any other purpose on a particular date:

                  (i)      the proportion which a Lender's share of the Loans
                           and undrawn Commitments (if any) bears to the
                           aggregate of all the Loans and the undrawn Total
                           Commitments;

                  (ii)     if there is no Loan outstanding on that date, the
                           proportion which its Commitment bears to the Total
                           Commitments on that date;

                  (iii)    if the Total Commitments have been cancelled, the
                           proportion which its Commitment bore to the Total
                           Commitments immediately before being cancelled; or

                  (iv)     where the term is used in relation to a Facility, the
                           proportions listed in sub-paragraphs (i) to (iii)
                           above but applied only to the Loans and Commitments
                           for that Facility.

                  For the purpose of sub-paragraph (iv) above, in the case of
                  dispute, the Facility Agent will determine whether the term in
                  any case relates to a particular Facility.

         RATE FIXING DAY means:

         (a)      the first day of a Term for a Loan denominated in Sterling;

         (b)      the second TARGET Day before the first day of a Term for a
                  Loan denominated in Euro; or

         (c)      the second Business Day before the first day of a Term for a
                  Loan denominated in any other currency,

                                       9
<PAGE>

         or such other day as the Facility Agent determines is generally treated
         as the rate fixing day by market practice in the relevant interbank
         market.

         REFERENCE BANKS means the Facility Agent, ABN AMRO Bank N.V., Barclays
         Bank PLC and any other bank or financial institution appointed as such
         by the Facility Agent under this Agreement.

         REPAYMENT INSTALMENT means each instalment for repayment of a Term
         Loan.

         REPEATING REPRESENTATIONS means the representations which are deemed to
         be repeated under this Agreement.

         REQUEST means a request for a Loan, substantially in the form of
         Schedule 3 (Form of Request).

         ROLLOVER LOAN means, unless provided to the contrary in this Agreement,
         a Facility A Loan:

         (a)      to be made on the same day that a maturing Facility A Loan is
                  due to be repaid;

         (b)      the amount of which, together with any other Rollover Loan
                  relating to the same maturing Facility A Loan, is equal to or
                  less than the maturing Facility A Loan;

         (c)      in the same currency as the maturing Facility A Loan; and

         (d)      to be made for the purpose of refinancing a maturing Facility
                  A Loan.

         SALE & PURCHASE AGREEMENT means the Eli Lilly Transfer Agreement, the
         Pfizer HRT Sale & Purchase Agreement or the Pfizer OC Sale & Purchase
         Agreement.

         SCREEN RATE means:

         (a)      for LIBOR, the British Bankers Association Interest Settlement
                  Rate (if any); and

         (b)      for EURIBOR, the percentage rate per annum determined by the
                  Banking Federation of the European Union,

         for the relevant currency and Term displayed on the appropriate page of
         the Reuters screen selected by the Facility Agent. If the relevant page
         is replaced or the service ceases to be available, the Facility Agent
         (after consultation with the Parent and the Lenders) may specify
         another page or service displaying the appropriate rate.

         SECURITY INTEREST means any mortgage, pledge, lien, charge, assignment,
         hypothecation or security interest or any other agreement or
         arrangement having a substantially similar effect.

         STERLING AND (POUND) mean the currency of the UK.

         SUBSIDIARY means an entity of which a person has direct or indirect
         control or owns directly or indirectly more than 50% of the voting
         capital or similar right of ownership and CONTROL for this purpose
         means the power to direct the management and the policies of the entity
         whether through the ownership of voting capital, the power to appoint a
         majority of directors, by contract or otherwise.

         TARGET ASSETS means the Pfizer HRT Assets or the Pfizer OC Assets.

                                       10
<PAGE>

         TARGET DAY means a day on which the Trans-European Automated Real-time
         Gross Settlement Express Transfer payment system is open for the
         settlement of payments in Euro.

         TAX means any tax, levy, impost, duty or other charge or withholding of
         a similar nature (including any related penalty or interest).

         TAX DEDUCTION means a deduction or withholding for or on account of Tax
         from a payment under a Finance Document.

         TAX PAYMENT means a payment made by an Obligor to a Finance Party in
         any way relating to a Tax Deduction or under any indemnity given by
         that Obligor in respect of Tax under any Finance Document.

         TERM means each period determined under this Agreement by reference to
         which interest on a Loan or an overdue amount is calculated.

         TERM LOAN means a Facility B Loan or a Facility C Loan.

         TOTAL COMMITMENTS means the Total Facility A Commitments, Total
         Facility B Commitments and Total Facility C Commitments.

         TOTAL FACILITY A COMMITMENTS means the aggregate of the Facility A
         Commitments, being US$100,000,000 at the date of this Agreement.

         TOTAL FACILITY B COMMITMENTS means the aggregate of the Facility B
         Commitments, being US$250,000,000 at the date of this Agreement.

         TOTAL FACILITY C COMMITMENTS means the aggregate Facility C Commitments
         being US$100,000,000 at the date of this Agreement.

         TRANSACTION DOCUMENT means:

         (a)      a Finance Document;

         (b)      an Acquisition Document; or

         (c)      any other document designated as such by the Facility Agent
                  and the Parent.

         TRANSFER CERTIFICATE means a certificate substantially in the form of
         Schedule 5 (Form of Transfer Certificate), or any other form agreed
         between the Facility Agent and the Parent.

         UK means the United Kingdom.

         US DOLLARS and US$ mean the currency of the United States of America.

         UTILISATION DATE means each date on which a Facility is utilised.

         WARNER CHILCOTT BONDS means the 12 5/8% senior loan notes, repayable in
         2008, issued by Warner Chilcott Inc. in February 2000.

         WARNER CHILCOTT COMPANIES means Warner Chilcott PLC, Warner Chilcott
         (Bermuda) Limited, Warner Chilcott Inc., and Warner Chilcott
         Laboratories Ireland Limited.

                                       11
<PAGE>

1.2      CONSTRUCTION

(a)      In this Agreement, unless the contrary intention appears, a reference
         to:

         (i)      an AMENDMENT includes a supplement, novation, restatement or
                  re-enactment and AMENDED will be construed accordingly;

                  ASSETS includes present and future properties, revenues and
                  rights of every description;

                  an AUTHORISATION includes an authorisation, consent, approval,
                  resolution, licence, exemption, filing, registration or
                  notarisation;

                  BARCLAYS CAPITAL is to the investment banking division of
                  Barclays Bank PLC;

                  DISPOSAL means a sale, transfer, grant, lease, licence or
                  other disposal, whether voluntary or involuntary, and DISPOSE
                  will be construed accordingly;

                  INDEBTEDNESS includes any obligation (whether incurred as
                  principal or as surety) for the payment or repayment of money;

                  a PERSON includes any individual, company, corporation,
                  unincorporated association or body (including a partnership,
                  trust, joint venture or consortium), government, state,
                  agency, organisation or other entity whether or not having
                  separate legal personality;

                  a REGULATION includes any regulation, rule, official
                  directive, request or guideline (whether or not having the
                  force of law but, if not having the force of law, being of a
                  type with which any person to which it applies is accustomed
                  to comply) of any governmental, inter-governmental or
                  supranational body, agency, department or regulatory,
                  self-regulatory or other authority or organisation;

         (ii)     a currency is a reference to the lawful currency for the time
                  being of the relevant country;

         (iii)    a Default being OUTSTANDING means that it has not been
                  remedied or waived;

         (iv)     a provision of law is a reference to that provision as
                  extended, applied, amended or re-enacted and includes any
                  subordinate legislation;

         (v)      a Clause, a Subclause or a Schedule is a reference to a clause
                  or subclause of, or a schedule to, this Agreement;

         (vi)     a person includes its successors in title, permitted assigns
                  and permitted transferees;

         (vii)    a Transaction Document or another document is a reference to
                  that Transaction Document or other document as amended; and

         (viii)   a time of day is a reference to London time.

(b)      Unless the contrary intention appears, a reference to a MONTH or MONTHS
         is a reference to a period starting on one day in a calendar month and
         ending on the numerically corresponding day in the next calendar month
         or the calendar month in which it is to end, except that:

                                       12
<PAGE>

         (i)      if the numerically corresponding day is not a Business Day,
                  the period will end on the next Business Day in that month (if
                  there is one) or the preceding Business Day (if there is not);

         (ii)     if there is no numerically corresponding day in that month,
                  that period will end on the last Business Day in that month;
                  and

         (iii)    notwithstanding sub-paragraph (i) above, a period which
                  commences on the last Business Day of a month will end on the
                  last Business Day in the next month or the calendar month in
                  which it is to end, as appropriate.

(c)      Unless expressly provided to the contrary in a Finance Document, a
         person who is not a party to a Finance Document may not enforce any of
         its terms under the Contracts (Rights of Third Parties) Act 1999 and
         notwithstanding any term of any Finance Document, the consent of no
         third party is required for any variation (including any release or
         compromise of any liability) or termination of any Finance Document.

(d)      Unless the contrary intention appears:

         (i)      a reference to a Party will not include that Party if it has
                  ceased to be a Party under this Agreement;

         (ii)     a word or expression used in any other Finance Document or in
                  any notice given in connection with any Finance Document has
                  the same meaning in that Finance Document or notice as in this
                  Agreement; and

         (iii)    any obligation of an Obligor under the Finance Documents which
                  is not a payment obligation remains in force for so long as
                  any payment obligation of an Obligor is or may be outstanding
                  under the Finance Documents.

(e)      The headings in this Agreement do not affect its interpretation.

(f)      A reference in this Agreement to an English legal term for any
         provision of law, regulation, action, remedy, method of judicial
         proceeding, legal document, legal status, court, official or any legal
         concept or thing shall, in respect of any jurisdiction other than
         England and Wales, include a reference to what most nearly approximates
         in that other jurisdiction to that English legal term.

2.       FACILITY

2.1      FACILITIES

         Subject to the terms of this Agreement, the Lenders make available to
         the Borrower:

         (a)      a multicurrency revolving credit facility with an extension
                  option in an aggregate amount equal to the Total Facility A
                  Commitments;

         (b)      a term loan facility in an aggregate amount equal to the Total
                  Facility B Commitments; and

         (c)      a term loan facility in an aggregate amount equal to the Total
                  Facility C Commitments.

                                       13
<PAGE>

2.2      NATURE OF A FINANCE PARTY'S RIGHTS AND OBLIGATIONS

         Unless otherwise agreed by all the Finance Parties:

         (a)      the obligations of a Finance Party under the Finance Documents
                  are several;

         (b)      failure by a Finance Party to perform its obligations does not
                  affect the obligations of any other Party under the Finance
                  Documents;

         (c)      no Finance Party is responsible for the obligations of any
                  other Finance Party under the Finance Documents;

         (d)      the rights of a Finance Party under the Finance Documents are
                  separate and independent rights;

         (e)      a debt arising under the Finance Documents to a Finance Party
                  is a separate and independent debt; and

         (f)      a Finance Party may, except as otherwise stated in the Finance
                  Documents, separately enforce those rights.

2.3      EXTENSION OPTION

(a)      The Borrower may request the exercise of the Extension Option by
         submitting an Extension Request to the Facility Agent.

(b)      An Extension Request shall not be valid unless:

         (i)      it is delivered to the Facility Agent on a day falling no more
                  than 60 days nor less than 30 days prior to the relevant
                  Facility A Final Maturity Date;

         (ii)     it specifies a date (the EXTENSION DATE) which is no more than
                  a year less a day after the relevant Facility A Final Maturity
                  Date; and

         (iii)    it does not (and would not) cause paragraph (c) to be
                  contravened.

(c)      The Extension Option may be exercised no more than four times.

(d)      Upon receipt of a valid Extension Request, the Facility Agent shall
         promptly notify each Lender which has a Facility A Commitment. Each
         such Lender shall have the right, in its absolute discretion, to accept
         or decline any Extension Request. Each such Lender must notify the
         Facility Agent, no later than close of business on the date falling 15
         days before the relevant Facility A Final Maturity Date, whether or not
         it accepts the Extension Request.

(e)      If there are any Extending Lenders, then:

         (i)      on and from the relevant Facility A Final Maturity Date
                  (subject to any further operation of this Clause), the
                  Facility A Final Maturity Date shall be extended to the
                  Extension Date; and

         (ii)     on the relevant Facility A Final Maturity Date:

                  (A)      the Facility A Commitment of each Non-extending
                           Lender shall be cancelled automatically; and

                                       14
<PAGE>

                  (B)      the Borrower must pay to each Extending Lender an
                           extension fee, calculated at the rate specified in
                           the Extension Request or at such other rate as may be
                           agreed between the Borrower and all the Extending
                           Lenders, on the Facility A Commitment of that
                           Extending Lender at the close of business on the
                           relevant Facility A Final Maturity Date.

(f)      An Extension Request is irrevocable and may not be withdrawn.

(g)      In this Clause:

         (i)      the RELEVANT FACILITY A FINAL MATURITY DATE means the Facility
                  A Final Maturity Date in effect on the date of an Extension
                  Request; and

         (ii)     an EXTENDING LENDER means a Lender which notifies the Facility
                  Agent, on or before close of business on the date falling 15
                  days before the relevant Facility A Final Maturity Date, that
                  it accepts an Extension Request; and

         (iii)    a NON-EXTENDING LENDER shall mean a Lender which has a
                  Facility A Commitment at the date of an Extension Request but
                  is not an Extending Lender.

3.       PURPOSE

3.1      FACILITY A LOANS

         Each Facility A Loan may only be used for the general corporate and
         working capital purposes of the Group (but not for any purpose for
         which a Term Loan may be used).

3.2      TERM LOANS

(a)      Each Pfizer HRT Loan may only be used for the consideration payable for
         the Pfizer HRT Acquisition and/or the reasonable costs and expenses of,
         and incidental to, the Pfizer HRT Acquisition.

(b)      Each Pfizer OC Loan may only be used for the consideration payable for
         the Pfizer OC Acquisition and/or the reasonable costs and expenses of,
         and incidental to, the Pfizer OC Acquisition.

3.3      NO OBLIGATION TO MONITOR

         No Finance Party is bound to monitor or verify the utilisation of any
         Facility.

4.       CONDITIONS PRECEDENT

4.1      CONDITIONS PRECEDENT DOCUMENTS

(a)      A Request may not be given until the Facility Agent has notified the
         Parent and the Lenders that it has received, or waived receipt of:

         (i)      all of the documents and evidence set out in Part 1 of
                  Schedule 2 (Conditions precedent documents); and

         (ii)     in the case of a Request for a Pfizer HRT Loan, all of the
                  documents and evidence set out in Part 2 of Schedule 2
                  (Conditions precedent documents); and

                                       15
<PAGE>

         (iii)    in the case of a Request for a Pfizer OC Loan, all of the
                  documents and evidence set out in Part 3 of Schedule 2
                  (Conditions precedent documents),

         in each case in form and substance satisfactory to the Facility Agent.

(b)      The Facility Agent must give any notification required under paragraph
         (a) above promptly upon being satisfied as to the form and substance of
         the relevant documents and evidence.

4.2      FURTHER CONDITIONS PRECEDENT

         The obligations of each Lender to participate in any Loan are subject
         to the further conditions precedent that on both the date of the
         Request and the Utilisation Date for that Loan:

         (a)      the Repeating Representations are correct in all material
                  respects; and

         (b)      no Default or, in the case of a Rollover Loan, no Event of
                  Default is outstanding or would result from the Loan.

4.3      MAXIMUM NUMBER

         Unless the Facility Agent agrees, a Request may not be given if, as a
         result there would be outstanding more than ten Facility A Loans, three
         Facility B Loans or three Facility C Loans.

5.       UTILISATION

5.1      GIVING OF REQUESTS

(a)      The Borrower may borrow a Loan by giving to the Facility Agent a duly
         completed Request.

(b)      Unless the Facility Agent otherwise agrees, the latest time for receipt
         by the Facility Agent of a duly completed Request is 11.00 a.m. one
         Business Day before the Rate Fixing Day for the proposed borrowing.

(c)      Each Request is irrevocable.

5.2      COMPLETION OF REQUESTS

         A Request for a Loan will not be regarded as having been duly completed
         unless:

         (a)      the Utilisation Date is a Business Day falling within the
                  Availability Period;

         (b)      it identifies the Facility under which the Loan is to be
                  borrowed and, if the Loan is to be a Term Loan, identifies
                  whether it is to be a Pfizer HRT Loan or a Pfizer OC Loan;

         (c)      the amount of the Loan requested is:

                  (i)      (A)      in the case of a Facility A Loan, a minimum
                                    of US$10,000,000 or its equivalent in
                                    accordance with Clause 6 (Optional
                                    Currencies); or

                           (B)      in the case of a Term Loan, a minimum of
                                    US$20,000,000,

                           and in either case an integral multiple of 5,000,000
                           units of the requested currency;

                                       16
<PAGE>

                  (ii)     the maximum undrawn amount available under this
                           Agreement for Loans under the Facility on the
                           proposed Utilisation Date; or

                  (iii)    such other amount as the Facility Agent may agree;
                           and

         (d)      the proposed currency and Term comply with this Agreement.

         Only one Loan may be requested in a Request.

5.3      ADVANCE OF LOAN

(a)      The Facility Agent must promptly notify each Lender of the details of
         the requested Loan and the amount of its share in that Loan.

(b)      The amount of each Lender's share of the Loan will be its Pro Rata
         Share on the proposed Utilisation Date.

(c)      No Lender is obliged to participate in a Loan if, as a result, the
         Loans under the relevant Facility would exceed the Total Commitments
         for that Facility.

(d)      If the conditions set out in this Agreement have been met, each Lender
         must make its share in the Loan available to the Facility Agent for the
         Borrower on the Utilisation Date.

6.       OPTIONAL CURRENCIES

6.1      GENERAL

         In this Clause:

         AGENT'S SPOT RATE OF EXCHANGE means the Facility Agent's spot rate of
         exchange for the purchase of the relevant currency in the London
         foreign exchange market with US Dollars at or about 11.00 a.m. on a
         particular day.

         OPTIONAL CURRENCY means any currency (other than US Dollars) in which a
         Facility A Loan may be denominated under this Agreement.

         US DOLLAR AMOUNT of a Loan or part of a Loan means:

         (a)      if the Loan is denominated in US Dollars, its amount; or

         (b)      if the Loan is denominated in an Optional Currency, its
                  equivalent in US Dollars calculated on the basis of the
                  Agent's Spot Rate of Exchange one Business Day before the Rate
                  Fixing Day for that Term.

6.2      SELECTION

(a)      The currency of each Term Loan must be US Dollars.

(b)      The Borrower must select the currency of a Facility A Loan in its
         Request.

(c)      Unless the Facility Agent otherwise agrees, the Loans may not be
         denominated at any one time in more than three currencies.

                                       17
<PAGE>

6.3      CONDITIONS RELATING TO OPTIONAL CURRENCIES

(a)      A Facility A Loan may be denominated in an Optional Currency for a Term
         if:

         (i)      that Optional Currency is readily available in the amount
                  required and freely convertible into US Dollars in the
                  relevant interbank market on the Rate Fixing Day and the first
                  day of that Term; and

         (ii)     that Optional Currency is Euro or Sterling or has been
                  previously approved by the Facility Agent (acting on the
                  instructions of all the Lenders).

(b)      If the Facility Agent has received a request from the Parent for a
         currency to be approved as an Optional Currency, the Facility Agent
         must, within five Business Days, confirm to the Parent whether or not
         the Lenders have given their approval.

6.4      REVOCATION OF CURRENCY

(a)      Notwithstanding any other term of this Agreement, if before 9.30 a.m.
         on any Rate Fixing Day for a Facility A Loan the Facility Agent
         receives notice from a Lender that:

         (i)      the Optional Currency requested is not readily available to it
                  in the relevant interbank market in the amount and for the
                  period required; or

         (ii)     participating in a Loan in the proposed Optional Currency
                  could reasonably be expected to contravene any law or
                  regulation applicable to it,

         the Facility Agent must give notice to the Borrower to that effect
         promptly and in any event before 11.00 a.m. on that day.

(b)      In this event:

         (i)      that Lender must participate in the Facility A Loan in US
                  Dollars; and

         (ii)     the share of that Lender in the Facility A Loan and any other
                  similarly affected Lender(s) will be treated as a separate
                  Facility A Loan denominated in US Dollars during that Term.

(c)      Any part of a Facility A Loan treated as a separate Facility A Loan
         under this Subclause will not be taken into account for the purposes of
         any limit on the number of Facility A Loans or currencies outstanding
         at any one time.

(d)      A Facility A Loan will still be treated as a Rollover Loan if it is not
         denominated in the same currency as the maturing Facility A Loan by
         reason only of the operation of this Subclause.

6.5      OPTIONAL CURRENCY EQUIVALENTS

         (a)      The equivalent in US Dollars of a Facility A Loan or part of a
                  Facility A Loan in an Optional Currency for the purposes of
                  calculating:

         (b)      whether any limit under this Agreement has been exceeded;

         (c)      the amount of a Facility A Loan;

         (d)      the share of a Lender in a Facility A Loan;

                                       18
<PAGE>

         (e)      the amount of any repayment of a Facility A Loan; or

         (f)      the undrawn amount of a Lender's Commitment,

         is its US Dollar Amount.

6.6      NOTIFICATION

         The Facility Agent must notify the relevant Lenders and the Borrower of
         each relevant US Dollar Amount (and the applicable Agent's Spot Rate of
         Exchange) promptly after they are ascertained.

7.       REPAYMENT

(a)      The Borrower must repay each Facility A Loan in full on its Maturity
         Date. Subject to the other terms of this Agreement, any amount of a
         Facility A Loan repaid under this paragraph may be re-borrowed.

(b)      On each date set out in the table below (or, if any such date is not a
         Business Day, the immediately preceding Business Day) (each a REPAYMENT
         INSTALMENT DATE), the Borrower must repay Facility B Loans and Facility
         C Loans of an amount equal, in each case, to:

         (i)      (A) the aggregate amount of Loans outstanding under that
                  Facility at the close of business at the end of the relevant
                  Availability Period multiplied by (B) the proportion set out
                  for that Facility alongside that Repayment Instalment Date;
                  less

         (ii)     the aggregate amount of Loans under the relevant Facility
                  which have been prepaid under Clause 8.4 (Voluntary
                  prepayment) prior to that Repayment Instalment Date (but the
                  prepayment of which has not already been taken into account
                  for the purposes of this Clause)

         or, if lower, the amount of Loans under the relevant Facility which are
         outstanding on that Repayment Instalment Date.

<TABLE>
<CAPTION>
                                                           PROPORTION OF            PROPORTION OF
REPAYMENT DATE                                           FACILITY B LOANS          FACILITY C LOANS
<S>                                                      <C>                       <C>
6 months after the date of this Agreement                      1/6                       1/10

12 months after the date of this Agreement                     1/6                       1/10

18 months after the date of this Agreement                     1/6                       1/10

24 months after the date of this Agreement                     1/6                       1/10

30 months after the date of this Agreement                     1/6                       1/10

36 months after the date of this Agreement                     1/6                       1/10

42 months after the date of this Agreement                                               1/10

48 months after the date of this Agreement                                               1/10

54 months after the date of this Agreement                                               1/10

60 months after the date of this Agreement                                               1/10
</TABLE>

         No amount of a Term Loan which is repaid may be re-borrowed.

                                       19
<PAGE>

(c)      Except as expressly set out above the Borrower's obligations under
         paragraphs (a) and (b) above will not be affected by any repayment or
         prepayment made under Clause 8 (Prepayment and Cancellation).

8.       PREPAYMENT AND CANCELLATION

8.1      MANDATORY PREPAYMENT - ILLEGALITY

(a)      A Lender must notify the Parent promptly if it becomes aware that it is
         unlawful in any jurisdiction for that Lender to perform any of its
         obligations under a Finance Document or to fund or maintain its share
         in any Loan.

(b)      After notification under paragraph (a) above:

         (i)      the Borrower must repay or prepay the share of that Lender in
                  each Loan made to it on the date specified in paragraph (c)
                  below; and

         (ii)     the Commitment of that Lender will be immediately cancelled.

(c)      The date for repayment or prepayment of a Lender's share in a Loan will
         be:

         (i)      the Business Day following receipt by the Parent of notice
                  from the Lender under paragraph (a) above; or

         (ii)     if later, the latest date allowed by the relevant law.

8.2      MANDATORY PREPAYMENT - CHANGE OF CONTROL

(a)      The Parent must promptly notify the Facility Agent if it becomes aware
         of any person or group of persons acting in concert gaining control of
         the Parent.

(b)      After notification under paragraph (a) above, if the Majority Lenders
         so require, the Facility Agent must, by notice to the Parent:

         (i)      immediately cancel the Total Commitments; and

         (ii)     declare all outstanding Loans, together with accrued interest
                  and all other amounts accrued under the Finance Documents, to
                  be due and payable on a day falling no earlier than 30 days
                  after that notice.

         Any such notice will take effect in accordance with its terms.

(c)      In paragraph (a) above:

         CONTROL means the power to direct the management and policies of an
         entity, whether through the ownership of voting capital, the power to
         appoint a majority of directors, by contract or otherwise; and

         ACTING IN CONCERT has the meaning given to it in the City Code on
         Takeovers and Mergers.

8.3      MANDATORY PREPAYMENT - FUNDRAISING AND DISPOSALS

(a)      In this Clause:

         FUNDRAISING means:

                                       20
<PAGE>

         (i)      any public issue or public offering of debt Securities or
                  convertible Securities for a cash or part-cash consideration;
                  and

         (ii)     any private placement of debt Securities or convertible
                  Securities for a cash or part-cash consideration,

         but does not, for the avoidance of doubt, include any other issue or
         placing of equity Securities.

         PREPAYMENT DATE means:

         (i)      in relation to the Proceeds of a Fundraising or Relevant
                  Disposal, other than those specified in paragraph (ii) below,
                  the date falling five Business Days after any member of the
                  Group receives those Proceeds, or such later date as the
                  Majority Lenders may agree in relation to those Proceeds but
                  not, unless all the Lenders agree, later than the date falling
                  15 Business Days after the receipt of those proceeds; and

         (ii)     in relation to Proceeds which were intended to be re-invested
                  in the business of the Group in accordance with paragraph (2)
                  of the definition of "Proceeds" but were not so re-invested
                  within the time period allowed under that paragraph, the first
                  Business Day after the expiry of that time period.

         PROCEEDS means, in respect of a Relevant Disposal or Fundraising by a
         member of the Group, the gross consideration received by that member of
         the Group for that Relevant Disposal or Fundraising less:

         (i)      all Taxes;

         (ii)     all commission, costs, fees and expenses (including
                  professional fees) directly incurred in respect of that
                  Relevant Disposal or Fundraising; and

         (iii)    in the case of a Relevant Disposal:

                  (A)      such amount as the Parent determines, acting
                           reasonably, to be the amount of costs and taxes
                           incurred by the Group which are fairly attributable
                           to up-streaming the consideration for the Relevant
                           Disposal to the Borrower or making any distributions
                           in connection therewith;

                  (B)      any amount required to be paid by any member of the
                           Group to the proprietor of any Intellectual Property
                           Rights related to the assets the subject of the
                           Relevant Disposal, where that payment is required to
                           enable those Intellectual Property Rights to be
                           transferred with those assets to the extent necessary
                           to facilitate the Relevant Disposal; and

                  (C)      any reorganisation and/or restructuring costs
                           acceptable to the Majority Lenders (acting
                           reasonably) and associated with the Relevant
                           Disposal,

         (that gross consideration less the amounts referred to at paragraphs
         (i) to (iii) above being the NET PROCEEDS), but not, in the case of a
         Relevant Disposal:

         (1)      the first US$5,000,000 (or equivalent) of the net proceeds in
                  respect of all Relevant Disposals in any financial year of the
                  Parent; or

                                       21
<PAGE>

         (2)      the first US$50,000,000 (or equivalent) of the net proceeds of
                  all Relevant Disposals since the date of this Agreement, where
                  those net proceeds are intended to be re-invested in the
                  business of the Group within six months of the date of the
                  Relevant Disposal.

         RELEVANT DISPOSAL means any disposal other than:

         (i)      a disposal to another member of the Group; or

         (ii)     a disposal of stock in the ordinary course of trading.

         SECURITIES includes bonds, notes, debentures, loan stock and similar
         instruments (whether bearer or registered and whether or not
         transferable).

(b)      The Parent must notify the Facility Agent promptly if any member of the
         Group receives the Proceeds of any Fundraising or enters into any
         Relevant Disposal. The notification must specify the date on which the
         Proceeds of the Fundraising were received or the Relevant Disposal
         entered into (as appropriate) and the amount of the Proceeds.

(c)      On the Prepayment Date in relation to any Proceeds:

         (i)      an amount equal to those Proceeds shall be applied towards
                  cancellation of:

                  (A)      first, the Total Facility C Commitments; and

                  (B)      secondly, but only if the Total Facility C
                           Commitments have been cancelled in full, the Total
                           Facility B Commitments; and

         (ii)     the Parent must ensure that sufficient Term Loans are repaid
                  so that immediately following the cancellation contemplated by
                  sub-paragraph (i) above, the aggregate principal amount of the
                  Term Loans outstanding under each of Facility B and Facility C
                  does not exceed the Total Commitments (as so cancelled) under
                  that Facility.

8.4      VOLUNTARY PREPAYMENT

(a)      The Borrower may, by giving not less than five Business Days' prior
         notice to the Facility Agent, prepay any Loan at any time in whole or
         in part.

(b)      A prepayment of part of a Loan must be in a minimum amount of
         US$20,000,000 (or the equivalent in accordance with Clause 6 (Optional
         Currencies)), and an integral multiple of 5,000,000 of the relevant
         currency.

(c)      Any prepayment of part of a Facility A Loan will be applied against the
         share of each Lender in that Facility A Loan pro rata.

(d)      No Facility B Loan may be prepaid under this Clause while any Facility
         C Loan is outstanding.

8.5      AUTOMATIC CANCELLATION

         The Commitment of each Lender will be automatically cancelled at the
         close of business on the last day of the Availability Period.

                                       22
<PAGE>

8.6      VOLUNTARY CANCELLATION

(a)      The Borrower may, by giving not less than five Business Days' prior
         notice to the Facility Agent, cancel the unutilised amount of the Total
         Commitments in whole or in part.

(b)      Partial cancellation of the Total Commitments must be in a minimum
         amount of US$20,000,000 and an integral multiple of US$5,000,000.

(c)      Any cancellation in part of any of the Total Commitments will be
         applied against the relevant Commitment of each Lender pro rata.

(d)      No Facility B Commitment may be cancelled under this Clause while any
         Facility C Commitment is outstanding.

8.7      INVOLUNTARY PREPAYMENT AND CANCELLATION

(a)      If the Borrower is, or will be, required to pay to a Lender a Tax
         Payment or an Increased Cost, the Parent may, while the requirement
         continues, give notice to the Facility Agent requesting prepayment and
         cancellation in respect of that Lender.

(b)      After notification under paragraph (a) above:

         (i)      the Borrower must repay or prepay that Lender's share in each
                  Loan made to it on the date specified in paragraph (c) below;
                  and

         (ii)     the Commitment of that Lender will be immediately cancelled.

(c)      The date for repayment or prepayment of a Lender's share in a Loan will
         be the last day of the Term for that Loan or, if earlier, the date
         specified by the Parent in its notification.

8.8      RE-BORROWING OF LOANS

         Any voluntary prepayment of a Facility A Loan may be re-borrowed on the
         terms of this Agreement. Any mandatory or involuntary prepayment of a
         Facility A Loan, and any prepayment of a Term Loan, may not be
         re-borrowed.

8.9      MISCELLANEOUS PROVISIONS

(a)      Any notice of prepayment and/or cancellation under this Agreement is
         irrevocable and must specify the relevant date(s) and the affected
         Loans and Commitments. The Facility Agent must notify the Lenders
         promptly of receipt of any such notice.

(b)      All prepayments under this Agreement must be made with accrued interest
         on the amount prepaid. No premium or penalty is payable in respect of
         any prepayment except for Break Costs.

(c)      The Majority Lenders may agree a shorter notice period for a voluntary
         prepayment or a voluntary cancellation.

(d)      No prepayment or cancellation is allowed except in accordance with the
         express terms of this Agreement.

(e)      No amount of the Total Commitments cancelled under this Agreement may
         subsequently be reinstated.

                                       23
<PAGE>

9.       INTEREST

9.1      CALCULATION OF INTEREST

         The rate of interest on each Loan for each day of its Term is the
         percentage rate per annum equal to the aggregate of the applicable:

         (a)      Margin;

         (b)      IBOR on the applicable Rate Fixing Day; and

         (c)      Mandatory Cost.

9.2      PAYMENT OF INTEREST

         Except where it is provided to the contrary in this Agreement, the
         Borrower must pay accrued interest on each Loan made to it on the last
         day of each Term and also, if the Term is longer than three months, on
         the dates falling at three-monthly intervals after the first day of
         that Term.

9.3      INTEREST ON OVERDUE AMOUNTS

(a)      If an Obligor fails to pay any amount payable by it under the Finance
         Documents, it must immediately on demand by the Facility Agent pay
         interest on the overdue amount from its due date up to the date of
         actual payment, both before, on and after judgment.

(b)      Interest on an overdue amount is payable at a rate determined by the
         Facility Agent to be one per cent. per annum above the rate which would
         have been payable if the overdue amount had, during the period of
         non-payment, constituted a Loan in the currency of the overdue amount.
         For this purpose, the Facility Agent may (acting reasonably):

         (i)      select successive Terms of any duration of up to three months;
                  and

         (ii)     determine the appropriate Rate Fixing Day for that Term.

(c)      Notwithstanding paragraph (b) above, if the overdue amount is a
         principal amount of a Loan and becomes due and payable prior to the
         last day of its current Term, then:

         (i)      the first Term for that overdue amount will be the unexpired
                  portion of that Term; and

         (ii)     the rate of interest on the overdue amount for that first Term
                  will be one per cent. per annum above the rate then payable on
                  that Loan.

         After the expiry of the first Term for that overdue amount, the rate on
         the overdue amount will be calculated in accordance with paragraph (b)
         above.

(d)      Interest (if unpaid) on an overdue amount will be compounded with that
         overdue amount at the end of each of its Terms but will remain
         immediately due and payable.

9.4      NOTIFICATION OF RATES OF INTEREST

         The Facility Agent must promptly notify each relevant Party of the
         determination of a rate of interest under this Agreement.

                                       24
<PAGE>

9.5      MARGIN

(a)      In this Clause:

         CONSOLIDATED TOTAL NET DEBT and CONSOLIDATED EBITDA have the meanings
         given in Clause 19 (Financial covenants) and will be determined from
         the relevant Compliance Certificate.

         MARGIN RESET DATE means:

         (i)      the date falling five Business Days after the delivery under
                  this Agreement of the Compliance Certificate in respect of the
                  Measurement Period ending on or after the first anniversary of
                  the date of this Agreement; and

         (ii)     each subsequent date falling five Business Days after the
                  delivery of a Compliance Certificate in respect of a
                  Measurement Period.

         MARGIN PERIOD means:

         (i)      the period from (and including) the date of this Agreement to
                  (but excluding) the first Margin Reset Date (the FIRST MARGIN
                  PERIOD); and

         (ii)     each subsequent period from (and including) a Margin Reset
                  Date to (but excluding) the next Margin Reset Date.

         MEASUREMENT PERIOD has the meaning given in Clause 19 (Financial
         covenants).

(b)      For the first Margin Period, the Margin shall be 1.25 per cent. per
         annum.

(c)      The applicable Margin for each Margin Period other than the first
         Margin Period will be determined in accordance with the following
         table:

<TABLE>
<CAPTION>
                                                                    APPLICABLE MARGIN
RATIO OF CONSOLIDATED TOTAL NET DEBT TO CONSOLIDATED EBITDA       (PER CENT. PER ANNUM)
<S>                                                               <C>
More than or equal to 2.0:1                                                1.25

More than or equal to 1.5:1 but less than 2.0:1                            1.00

Less than 1.5:1                                                            0.75
</TABLE>

(d)      Except as provided below, the Margin applicable on the first day of a
         Term of a Loan will apply to that Loan throughout that Term.

(e)      If the Margin has been determined under this Subclause in reliance on a
         Compliance Certificate but the subsequent audited consolidated
         financial statements of the Parent indicate a different ratio of
         Consolidated Total Net Debt to Consolidated EBITDA, the Margin will
         instead be that calculated by reference to the relevant audited
         consolidated financial statements. If, in this event, any amount of
         interest or commitment fee has been paid by the Borrower on the basis
         of the Compliance Certificate, the Borrower must immediately pay to the
         Facility Agent any shortfall in the amount which would have been paid
         to the Lenders if the Margin had been calculated by reference to the
         relevant audited consolidated financial statements.

                                       25
<PAGE>

(f)      Notwithstanding any other provision of this Subclause, for as long as
         an Event of Default is outstanding the Margin applicable to each Loan
         will be 1.25 per cent. per annum.

10.      TERMS

10.1     SELECTION - FACILITY A LOANS

(a)      Each Facility A Loan has one Term only.

(b)      The Borrower must select the Term for a Facility A Loan in the relevant
         Request.

(c)      Subject to the following provisions of this Clause, each Term for a
         Facility A Loan will be one, two, three or six months or any other
         period agreed by the Borrower and the Lenders.

10.2     SELECTION - TERM LOANS

(a)      Each Term Loan has successive Terms.

(b)      The Borrower must select the first Term for a Term Loan in the relevant
         Request and each subsequent Term in an irrevocable notice received by
         the Facility Agent not later than 11.00 a.m. one Business Day before
         the Rate Fixing Day for that Term. Each Term for a Term Loan will start
         on its Utilisation Date or on the expiry of its preceding Term.

(c)      If the Borrower fails to select a Term for an outstanding Term Loan
         under paragraph (b) above, that Term will, subject to the other
         provisions of this Clause, be three months.

(d)      Subject to the following provisions of this Clause, each Term for a
         Term Loan will be one, two, three or six months or any other period
         agreed by the Borrower and the Lenders.

10.3     CONSOLIDATION - TERM LOANS

         Unless the Borrower otherwise requests, a Term for a Term Loan will end
         on the same day as the current Term for any other Term Loan denominated
         in the same currency as that Term Loan. On the last day of those Terms,
         those Term Loans will be consolidated and treated as one term Loan.

10.4     COINCIDENCE WITH REPAYMENT INSTALMENT DATES

(a)      The Borrower may select any Term (of less than three months) for a Term
         Loan (and may redesignate any Term Loan as two Term Loans) to ensure
         that the amount of the Term Loans with a Term ending on a date for
         repayment of a Repayment Instalment is not less than the Repayment
         Instalment due on that date.

(b)      If the Borrower fails to make a selection in the circumstances
         envisaged in paragraph (a) above, the Facility Agent may, prior to the
         Rate Fixing Day for the relevant Term, shorten any Term for a Term Loan
         (and may designate any Term Loan as two Term Loans) to achieve the same
         end.

10.5     NO OVERRUNNING

(a)      If a Term for a Facility A Loan would otherwise overrun the Facility A
         Final Maturity Date applicable on the Utilisation Date of that Facility
         A Loan, it will be shortened so that it ends on the Facility A Final
         Maturity Date.

                                       26
<PAGE>

(b)      If a Term for a Term Loan would otherwise overrun the Final Maturity
         Date for the relevant Facility, it will be shortened so that it ends on
         that Final Maturity Date.

10.6     OTHER ADJUSTMENTS

         The Facility Agent and the Borrower may enter into such other
         arrangements as they may agree for the adjustment of Terms and the
         consolidation and/or splitting of Loans.

10.7     NOTIFICATION

         The Facility Agent must notify the Borrower and the Lenders of the
         duration of each Term promptly after ascertaining its duration.

11.      MARKET DISRUPTION

11.1     FAILURE OF A REFERENCE BANK TO SUPPLY A RATE

         If an IBOR is to be calculated by reference to the Reference Banks but
         a Reference Bank does not supply a rate by 12.00 noon (local time) on a
         Rate Fixing Day, the applicable IBOR will, subject as provided below,
         be calculated on the basis of the rates of the remaining Reference
         Banks.

11.2     MARKET DISRUPTION

(a)      In this Clause, each of the following events is a MARKET DISRUPTION
         EVENT:

         (i)      an IBOR is to be calculated by reference to the Reference
                  Banks but no, or only one, Reference Bank supplies a rate by
                  12.00 noon (local time) on the Rate Fixing Day; or

         (ii)     the Facility Agent receives by close of business on the Rate
                  Fixing Day notification from Lenders whose shares in the
                  relevant Loan exceed 30 per cent. of that Loan that the cost
                  to them of obtaining matching deposits in the relevant
                  interbank market is in excess of IBOR for the relevant Term.

(b)      The Facility Agent must promptly notify the Parent and the Lenders of a
         market disruption event.

(c)      After notification under paragraph (b) above, except as provided below,
         the rate of interest on each Lender's share in the affected Loan for
         the relevant Term will be the aggregate of the applicable:

         (i)      Margin;

         (ii)     rate notified to the Facility Agent by that Lender as soon as
                  practicable, and in any event before interest is due to be
                  paid in respect of that Term, to be that which expresses as a
                  percentage rate per annum the cost to that Lender of funding
                  its share in that Loan from whatever source it may reasonably
                  select; and

         (iii)    Mandatory Cost.

11.3     ALTERNATIVE BASIS OF INTEREST OR FUNDING

(a)      If a market disruption event occurs and the Facility Agent or the
         Parent so requires, the Parent and the Facility Agent must enter into
         negotiations for a period of not more than 30 days with

                                       27
<PAGE>

         a view to agreeing an alternative basis for determining the rate of
         interest and/or funding for the affected Loan and any future Loan.

(b)      Any alternative basis agreed will be, with the prior consent of all the
         Lenders, binding on all the Parties.

12.      TAXES

12.1     GENERAL

         In this Clause:

         EXEMPT LENDER means a Lender which is entitled, under the domestic law
         of the Republic of Ireland, to receive payments of interest free of any
         deduction or withholding for or on account of Tax from companies
         incorporated and resident for tax purposes in the Republic of Ireland.

         QUALIFYING LENDER means a Lender which is:

         (a)      an Exempt Lender; or

         (b)      a Treaty Lender.

         TAX CREDIT means a credit against any Tax or any relief or remission
         for Tax (or its repayment).

         TREATY LENDER means a Lender which is, on the date a payment of
         interest falls due under this Agreement:

         (a)      resident (as defined in the appropriate double taxation
                  agreement) in a country with which the Republic of Ireland has
                  a double taxation agreement giving residents of that country a
                  full exemption from taxation on interest imposed by the
                  Republic of Ireland; and

         (b)      does not carry on a business in the Republic of Ireland
                  through a permanent establishment with which the payment is
                  effectively connected.

12.2     TAX GROSS-UP

(a)      Each Obligor must make all payments to be made by it under the Finance
         Documents without any Tax Deduction, unless a Tax Deduction is required
         by law.

(b)      If:

         (i)      a Lender is not, or ceases to be, a Qualifying Lender; or

         (ii)     an Obligor or a Lender is aware that an Obligor must make a
                  Tax Deduction (or that there is a change in the rate or the
                  basis of a Tax Deduction),

         it must promptly notify the Facility Agent. The Facility Agent must
         then promptly notify, in the case of sub-paragraph (i) the Parent, and
         in the case of sub-paragraph (ii) the Parent or the applicable Lender,
         as the case may be.

(c)      Except as provided below, if a Tax Deduction is required by law to be
         made by an Obligor or the Facility Agent, the amount of the payment due
         from the Obligor will be increased to an

                                       28
<PAGE>


                  amount which (after making the Tax Deduction) leaves an amount
                  equal to the payment which would have been due if no Tax
                  Deduction had been required.

         (d)      Except as provided below, an Obligor resident for tax purposes
                  in the Republic of Ireland is not required to make an
                  increased payment under paragraph (c) above to a Lender that
                  is not, or has ceased to be, a Qualifying Lender in excess of
                  the amount that the Obligor would have had to pay had the
                  Lender been, or not ceased to be, a Qualifying Lender.

         (e)      Paragraph (d) above will not apply if the Lender has ceased to
                  be a Qualifying Lender by reason of any change after the date
                  it became a Lender under this Agreement in (or in the
                  interpretation, administration, or application of) any law or
                  double taxation agreement or any published practice or
                  concession of any relevant taxing authority.

         (f)      An Obligor resident for tax purposes in the Republic of
                  Ireland is not required to make an increased payment to a
                  Lender under paragraph (c) above if that Lender is a Treaty
                  Lender and the Obligor making the payment is able to
                  demonstrate that the Tax Deduction would not have been
                  required if the Lender had complied with its obligations under
                  paragraph (i) below.

         (g)      If an Obligor is required to make a Tax Deduction, that
                  Obligor must make the minimum Tax Deduction and must make any
                  payment required in connection with that Tax Deduction within
                  the time allowed by law.

         (h)      Within 30 days of making either a Tax Deduction or a payment
                  required in connection with a Tax Deduction, the Obligor
                  making that Tax Deduction or payment must deliver to the
                  Facility Agent for the relevant Finance Party evidence
                  satisfactory to that Finance Party (acting reasonably) that
                  the Tax Deduction has been made or (as applicable) the
                  appropriate payment has been paid to the relevant taxing
                  authority.

         (i)      A Lender must co-operate with each Obligor by using its
                  reasonable endeavours to complete any procedural formalities
                  necessary for that Obligor to obtain authorisation to make
                  that payment without a Tax Deduction.

         12.3     TAX INDEMNITY

         (a)      Except as provided below, the Borrower must indemnify a
                  Finance Party against any loss or liability which that Finance
                  Party (in its absolute discretion) determines will be or has
                  been suffered (directly or indirectly) by that Finance Party
                  for or on account of Tax in relation to a payment received or
                  receivable (or any payment deemed to be received or
                  receivable) under a Finance Document.

         (b)      Paragraph (a) above does not apply to any Tax assessed on a
                  Finance Party under the laws of the jurisdiction in which:

                  (i)      that Finance Party is incorporated or, if different,
                           the jurisdiction (or jurisdictions) in which that
                           Finance Party is treated as resident for tax
                           purposes; or

                  (ii)     that Finance Party's Facility Office is located in
                           respect of amounts received or receivable in that
                           jurisdiction,

                  if that Tax is imposed on or calculated by reference to the
                  net income received or receivable by that Finance Party.
                  However, any payment deemed to be received or receivable,
                  including any amount treated as income but not actually
                  received by the Finance Party, such as a Tax Deduction, will
                  not be treated as net income received or receivable for this
                  purpose.

                                       29
<PAGE>

(c)      A Finance Party making, or intending to make, a claim under paragraph
         (a) above must promptly notify the Parent of the event which will give,
         or has given, rise to the claim.

12.4     TAX CREDIT

         If an Obligor makes a Tax Payment and the relevant Finance Party (in
         its absolute discretion) determines that:

         (a)      a Tax Credit is attributable to that Tax Payment; and

         (b)      it has obtained, used and retained that Tax Credit,

         the Finance Party must pay an amount to the Obligor which that Finance
         Party determines (in its absolute discretion) will leave it (after that
         payment) in the same after-tax position as it would have been in if the
         Tax Payment had not been made by the Obligor.

12.5     STAMP TAXES

         The Borrower must pay and indemnify each Finance Party against any
         stamp duty, registration or other similar Tax payable in connection
         with the entry into, performance or enforcement of any Finance
         Document, except for any such Tax payable in connection with a Transfer
         Certificate.

12.6     VALUE ADDED TAXES

(a)      Any amount (including costs and expenses) payable under a Finance
         Document by an Obligor is exclusive of any value added tax or any other
         Tax of a similar nature which might be chargeable in connection with
         that amount. If any such Tax is chargeable, the Obligor must pay to the
         Finance Party (in addition to and at the same time as paying that
         amount) an amount equal to the amount of that Tax. The relevant Finance
         Party must, where appropriate, issue a valid VAT invoice to the
         relevant Obligor.

(b)      The obligation of any Obligor under any Finance Document to reimburse
         any Finance Party in respect of any costs and expenses will be reduced
         to the extent that the relevant costs and expenses include any value
         added tax or any other Tax of a similar nature in respect of which the
         Finance Party determines (acting reasonably) that it is entitled to a
         repayment or a credit.

13.      INCREASED COSTS

13.1     INCREASED COSTS

         Except as provided below in this Clause, the Borrower must pay to a
         Finance Party the amount of any Increased Cost incurred by that Finance
         Party or any of its Affiliates as a result of:

         (a)      the introduction of, or any change in, or any change in the
                  interpretation or application of, any law or regulation; or

         (b)      compliance with any law or regulation,

         made after the date of this Agreement.

                                       30
<PAGE>

13.2     EXCEPTIONS

         The Borrower need not make any payment for an Increased Cost to the
         extent that the Increased Cost is:

         (a)      compensated for under another Clause or would have been but
                  for an exception to that Clause;

         (b)      a tax on the overall net income of a Finance Party or any of
                  its Affiliates; or

         (c)      attributable to a Finance Party or its Affiliate wilfully
                  failing to comply with any law or regulation.

13.3     CLAIMS

         A Finance Party intending to make a claim for an Increased Cost must
         notify the Borrower promptly of the circumstances giving rise to, and
         the amount of, the claim.

14.      MITIGATION

14.1     MITIGATION

(a)      Each Finance Party must, in consultation with the Parent, take all
         reasonable steps to mitigate any circumstances which arise and which
         result or would result in:

         (i)      any Tax Payment or Increased Cost being payable to that
                  Finance Party;

         (ii)     that Finance Party being able to exercise any right of
                  prepayment and/or cancellation under this Agreement by reason
                  of any illegality; or

         (iii)    that Finance Party incurring any cost of complying with the
                  minimum reserve requirements of the European Central Bank,

         including transferring its rights and obligations under the Finance
         Documents to an Affiliate or changing its Facility Office.

(b)      The Borrower must indemnify each Finance Party for all costs and
         expenses reasonably incurred by that Finance Party as a result of any
         step taken by it under this Subclause.

(c)      A Finance Party is not obliged to take any step under this Subclause
         if, in the opinion of that Finance Party (acting reasonably), to do so
         might be prejudicial to it.

14.2     CONDUCT OF BUSINESS BY A FINANCE PARTY

         No term of this Agreement will:

         (a)      interfere with the right of any Finance Party to arrange its
                  affairs (Tax or otherwise) in whatever manner it thinks fit;

         (b)      oblige any Finance Party to investigate or claim any credit,
                  relief, remission or repayment available to it in respect of
                  Tax or the extent, order and manner of any claim; or

                                       31
<PAGE>

         (c)      oblige any Finance Party to disclose any information relating
                  to its affairs (Tax or otherwise) or any computation in
                  respect of Tax.

15.      PAYMENTS

15.1     PLACE

         Unless a Finance Document specifies that payments under it are to be
         made in another manner, all payments by a Party (other than the
         Facility Agent) under the Finance Documents must be made to the
         Facility Agent to its account at such office or bank:

         (a)      in the principal financial centre of the country of the
                  relevant currency; or

         (b)      in the case of Euro, in the principal financial centre of a
                  Participating Member State or London,

         as it may notify to that Party for this purpose by not less than five
         Business Days' prior notice.

15.2     FUNDS

         Payments under the Finance Documents to the Facility Agent must be made
         for value on the due date at such times and in such funds as the
         Facility Agent may specify to the Party concerned as being customary at
         the time for the settlement of transactions in the relevant currency in
         the place for payment.

15.3     DISTRIBUTION

(a)      Each payment received by the Facility Agent under the Finance Documents
         for another Party must, except as provided below, be made available by
         the Facility Agent to that Party by payment (as soon as practicable
         after receipt) to its account with such office or bank:

         (i)      in the principal financial centre of the country of the
                  relevant currency; or

         (ii)     in the case of Euro, in the principal financial centre of a
                  Participating Member State or London,

         as it may notify to the Facility Agent for this purpose by not less
         than five Business Days' prior notice.

(b)      The Facility Agent may apply any amount received by it for an Obligor
         in or towards payment (as soon as practicable after receipt) of any
         amount due from that Obligor under the Finance Documents or in or
         towards the purchase of any amount of any currency to be so applied.

(c)      Where a sum is paid to the Facility Agent under this Agreement for
         another Party, the Facility Agent is not obliged to pay that sum to
         that Party until it has established that it has actually received it.
         However, the Facility Agent may assume that the sum has been paid to
         it, and, in reliance on that assumption, make available to that Party a
         corresponding amount. If it transpires that the sum has not been
         received by the Facility Agent, that Party must immediately on demand
         by the Facility Agent refund any corresponding amount made available to
         it together with interest on that amount from the date of payment to
         the date of receipt by the Facility Agent at a rate calculated by the
         Facility Agent to reflect its cost of funds.

                                       32
<PAGE>

15.4     CURRENCY

(a)      Unless a Finance Document specifies that payments under it are to be
         made in a different manner, the currency of each amount payable under
         the Finance Documents is determined under this Clause.

(b)      Interest is payable in the currency in which the relevant amount in
         respect of which it is payable is denominated.

(c)      A repayment or prepayment of any principal amount is payable in the
         currency in which that principal amount is denominated on its due date.

(d)      Amounts payable in respect of costs, expenses or taxes are payable in
         the currency in which they are incurred.

(e)      Each other amount payable under the Finance Documents is payable in US
         Dollars.

15.5     NO SET-OFF OR COUNTERCLAIM

         All payments made by an Obligor under the Finance Documents must be
         made without set-off or counterclaim.

15.6     BUSINESS DAYS

(a)      If a payment under the Finance Documents is due on a day which is not a
         Business Day, the due date for that payment will instead be the next
         Business Day in the same calendar month (if there is one) or the
         preceding Business Day (if there is not) or whatever day the Facility
         Agent determines is market practice.

(b)      During any extension of the due date for payment of any principal under
         this Agreement interest is payable on that principal at the rate
         payable on the original due date.

15.7     PARTIAL PAYMENTS

(a)      If any Administrative Party receives a payment insufficient to
         discharge all the amounts then due and payable by the Obligors under
         the Finance Documents, the Administrative Party must apply that payment
         towards the obligations of the Obligors under the Finance Documents in
         the following order:

         (i)      FIRST, in or towards payment pro rata of any unpaid fees,
                  costs and expenses of the Administrative Parties under the
                  Finance Documents;

         (ii)     SECONDLY, in or towards payment pro rata of any accrued
                  interest or fee due but unpaid under this Agreement;

         (iii)    THIRDLY, in or towards payment pro rata of any principal
                  amount due but unpaid under this Agreement; and

         (iv)     FOURTHLY, in or towards payment pro rata of any other sum due
                  but unpaid under the Finance Documents.

(b)      The Facility Agent must, if so directed by all the Lenders, vary the
         order set out in sub-paragraphs (a)(ii) to (iv) above.

                                       33
<PAGE>

(c)      This Subclause will override any appropriation made by an Obligor.

15.8     TIMING OF PAYMENTS

         If a Finance Document does not provide for when a particular payment is
         due, that payment will be due within three Business Days of demand by
         the relevant Finance Party.

16.      GUARANTEE AND INDEMNITY

16.1     GUARANTEE AND INDEMNITY

         Each Guarantor jointly and severally and irrevocably and
         unconditionally:

         (a)      guarantees to each Finance Party punctual performance by the
                  Borrower of all its payment obligations under the Finance
                  Documents;

         (b)      undertakes with each Finance Party that, whenever the Borrower
                  does not pay any amount when due under any Finance Document,
                  that Guarantor must immediately on demand by the Facility
                  Agent pay that amount as if it were the principal obligor; and

         (c)      indemnifies each Finance Party immediately on demand against
                  any loss or liability suffered by that Finance Party if any
                  obligation guaranteed by it is or becomes unenforceable,
                  invalid or illegal; the amount of the loss or liability under
                  this indemnity will be equal to the amount the Finance Party
                  would otherwise have been entitled to recover. In this
                  paragraph, a reference to an OBLIGATION includes anything
                  which would be an obligation but for its unenforceability,
                  invalidity or illegality.

16.2     CONTINUING GUARANTEE

         This guarantee is a continuing guarantee and will extend to the
         ultimate balance of all sums payable by the Borrower under the Finance
         Documents, regardless of any intermediate payment or discharge in whole
         or in part.

16.3     REINSTATEMENT

(a)      If any discharge (whether in respect of the obligations of any Obligor
         or any security for those obligations or otherwise) or arrangement is
         made in whole or in part on the faith of any payment, security or other
         disposition which is avoided or must be restored on insolvency,
         liquidation or otherwise without limitation, the liability of each
         Guarantor under this Clause will continue as if the discharge or
         arrangement had not occurred.

(b)      Each Finance Party may concede or compromise any claim that any
         payment, security or other disposition is liable to avoidance or
         restoration.

16.4     WAIVER OF DEFENCES

         The obligations of each Guarantor under this Clause will not be
         affected by any act, omission or thing which, but for this provision,
         would reduce, release or prejudice any of its obligations under this
         Clause (whether or not known to it or any Finance Party). This
         includes:

         (a)      any time or waiver granted to, or composition with, any
                  person;

         (b)      any release of any person under the terms of any composition
                  or arrangement;

                                       34
<PAGE>

         (c)      the taking, variation, compromise, exchange, extension or
                  release of, or refusal or neglect to perfect, take up or
                  enforce, any rights against, or security over assets of, any
                  person;

         (d)      any non-presentation or non-observance of any formality or
                  other requirement in respect of any instrument or any failure
                  to realise the full value of any security;

         (e)      any incapacity or lack of power, authority or legal
                  personality of or dissolution or change in the members or
                  status of any person;

         (f)      any amendment (however fundamental) of a Finance Document or
                  any other document or security;

         (g)      any unenforceability, illegality, invalidity or
                  non-provability of any obligation of any person under any
                  Finance Document or any other document or security; or

         (h)      any insolvency or similar proceedings.

16.5     IMMEDIATE RECOURSE

         Each Guarantor waives any right it may have of first requiring any
         Finance Party (or any trustee or agent on its behalf) to proceed
         against or enforce any other right or security or claim payment from
         any person before claiming from that Guarantor under this Clause.

16.6     APPROPRIATIONS

         Until all amounts which may be or become payable by the Obligors under
         the Finance Documents have been irrevocably paid in full, each Finance
         Party (or any trustee or agent on its behalf) may:

         (a)      without affecting the liability of any Guarantor under this
                  Clause:

                  (i)      refrain from applying or enforcing any other moneys,
                           security or rights held or received by that Finance
                           Party (or any trustee or agent on its behalf) in
                           respect of those amounts; or

                  (ii)     apply and enforce them in such manner and order as it
                           sees fit (whether against those amounts or
                           otherwise); and

         (b)      hold in an interest-bearing suspense account any moneys
                  received from any Guarantor or on account of that Guarantor's
                  liability under this Clause.

16.7     NON-COMPETITION

         Unless:

         (a)      all amounts which may be or become payable by the Obligors
                  under the Finance Documents have been irrevocably paid in
                  full; or

         (b)      the Facility Agent otherwise directs,

         no Guarantor will, after a claim has been made or by virtue of any
         payment or performance by it under this Clause:

                                       35
<PAGE>

         (i)      be subrogated to any rights, security or moneys held, received
                  or receivable by any Finance Party (or any trustee or agent on
                  its behalf);

         (ii)     be entitled to any right of contribution or indemnity in
                  respect of any payment made or moneys received on account of
                  that Guarantor's liability under this Clause;

         (iii)    claim, rank, prove or vote as a creditor of any Obligor or its
                  estate in competition with any Finance Party (or any trustee
                  or agent on its behalf); or

         (iv)     receive, claim or have the benefit of any payment,
                  distribution or security from or on account of any Obligor, or
                  exercise any right of set-off as against any Obligor.

         Each Guarantor must hold in trust for and immediately pay or transfer
         to the Facility Agent for the Finance Parties any payment or
         distribution or benefit of security received by it contrary to this
         Clause or in accordance with any directions given by the Facility Agent
         under this Clause.

16.8     ADDITIONAL SECURITY

         This guarantee is in addition to and is not in any way prejudiced by
         any other security now or subsequently held by any Finance Party.

17.      REPRESENTATIONS

17.1     REPRESENTATIONS

         Each representation set out in this Clause is made to each Finance
         Party. Unless a representation so states, each representation is made
         by each Obligor.

17.2     STATUS

(a)      It is a limited liability company, duly incorporated and validly
         existing under the laws of its jurisdiction of incorporation.

(b)      It and each of its Subsidiaries has the power to own its assets and
         carry on its business as it is being conducted.

17.3     POWERS AND AUTHORITY

         It has the power to enter into and perform, and has taken all necessary
         action to authorise the entry into and performance of, the Transaction
         Documents to which it is or will be a party and the transactions
         contemplated by those Transaction Documents.

17.4     LEGAL VALIDITY

         Subject to any general principles of law limiting its obligations and
         referred to in any legal opinion required under this Agreement, each
         Transaction Document to which it is a party is its legally binding,
         valid and enforceable obligation.

17.5     NON-CONFLICT

         The entry into and performance by it of, and the transactions
         contemplated by, the Transaction Documents do not conflict with:

                                       36
<PAGE>

         (a)      any law or regulation applicable to it;

         (b)      its or any of its Subsidiaries' constitutional documents; or

         (c)      any document which is binding upon it or any of its
                  Subsidiaries or any of its or its Subsidiaries' assets in a
                  manner or to an extent which is reasonably likely to have a
                  Material Adverse Effect.

17.6     NO DEFAULT

(a)      No Default is outstanding.

(b)      No Event of Default is outstanding or will result from the execution
         of, or the performance of any transaction contemplated by, any
         Transaction Document.

(c)      No other event is outstanding which constitutes a default under any
         document which is binding on it or any of its Subsidiaries or any of
         its or its Subsidiaries' assets to an extent or in a manner which is
         reasonably likely to have a Material Adverse Effect.

17.7     AUTHORISATIONS

         All authorisations required by it in connection with the entry into,
         performance, validity and enforceability of, and the transactions
         contemplated by, the Transaction Documents have been obtained or
         effected (as appropriate) and are in full force and effect, the failure
         to obtain or effect which is reasonably likely to have a Material
         Adverse Effect.

17.8     FINANCIAL STATEMENTS

         Its audited financial statements most recently delivered to the
         Facility Agent (which, in the case of the Parent at the date of this
         Agreement, are the Original Financial Statements):

         (a)      have been prepared in accordance with accounting principles
                  and practices generally accepted in its jurisdiction of
                  incorporation, consistently applied, except as disclosed to
                  the contrary in those financial statements; and

         (b)      fairly represent its financial condition (consolidated, if
                  applicable) as at the date to which they were drawn up.

17.9     NO MATERIAL ADVERSE CHANGE

         In the case of the Parent only, there has been no material adverse
         change in the consolidated financial condition or the business of the
         Parent since the date to which the Original Financial Statements were
         drawn up.

17.10    LITIGATION

         Other than as disclosed in the latest draft of the Circular delivered
         to the Facility Agent prior to the date of this Agreement, no
         litigation, arbitration or administrative proceedings are current or,
         to its knowledge, pending or threatened, which, if adversely
         determined, are reasonably likely to have a Material Adverse Effect.

                                       37
<PAGE>

17.11    TAXES ON PAYMENTS

         As at the date of this Agreement, all amounts payable by it under the
         Finance Documents may be made without any Tax Deduction.

17.12    STAMP DUTIES

         As at the date of this Agreement, no stamp or registration duty or
         similar Tax or charge is payable in its jurisdiction of incorporation
         in respect of any Finance Document.

17.13    INFORMATION

(a)      In this Subclause:

         DUE DILIGENCE REPORT means the Patents Report and the Working Capital
         Report.

         INFORMATION means all factual information furnished by any member of
         the Group to a Report Provider (except for information related to any
         Target Assets or Eli Lilly Assets which was originally provided by Eli
         Lilly, Pfizer or their respective advisers under a Sale & Purchase
         Agreement) for the purposes of the Due Diligence Report prepared by
         that Report Provider.

         INFORMATION MEMORANDUM means the information memorandum prepared on
         behalf of, and approved by, the Parent in connection with this
         Agreement.

         PATENTS REPORT means the patents report referred to in Part 1 of
         Schedule 2 (Conditions precedent documents) under the heading "Due
         diligence documents" as updated by any supplementary report in form and
         substance satisfactory to the Facility Agent.

         WORKING CAPITAL REPORT means the working capital report referred to in
         Part 1 of Schedule 2 (Conditions precedent documents) under the heading
         "Due diligence documents".

         REPORT PROVIDER means each firm which prepared a Due Diligence Report.

(b)      In the case of the Parent only:

         (i)      to the best of the Parent's knowledge and belief, the factual
                  information contained in each Due Diligence Report was true
                  and accurate in all material respects at the date of that Due
                  Diligence Report or (as appropriate) as at the date at which
                  it is stated to be given;

         (ii)     the Information Memorandum and the Information were true and
                  accurate in all material respects at their date or (as
                  appropriate) the date when they were stated to be given;

         (iii)    no information is omitted from any Information, the
                  Information Memorandum or, to the best of the Parent's
                  knowledge and belief, any Due Diligence Report which, if
                  disclosed, would make that Information, the Information
                  Memorandum or that Due Diligence Report untrue or misleading
                  in any material respect as at its date or (as appropriate) the
                  date at which it is stated to be given; and

         (iv)     nothing has occurred since the date of any Information or the
                  Information Memorandum or, to the best of the Parent's
                  knowledge and belief, the date of the

                                       38
<PAGE>

                  Patents Report which, if disclosed, would make that
                  Information, the Information Memorandum or the Patents Report
                  untrue or misleading in any material respect.

         (v)      all financial projections contained in any Information or the
                  Information Memorandum and, to the best of the Parent's
                  knowledge and belief, the Due Diligence Reports, were prepared
                  on the basis of recent and accurate historical information and
                  on reasonable assumptions;

         (vi)     each expression of opinion or intention attributed to any
                  member of the Group in any Due Diligence Report or the
                  Information Memorandum is correctly attributed, was made after
                  careful consideration and enquiry and is believed by the
                  Parent to be reasonable.

17.14    ACQUISITION DOCUMENTS

         In the case of the Parent only, at the date of this Agreement:

         (a)      to the best of the Parent's knowledge, no representation or
                  warranty given by any party in any Acquisition Agreement is
                  untrue or misleading in any material respect; and

         (b)      the Acquisition Agreements contain all the material terms of
                  the Acquisitions.

17.15    JURISDICTION AND GOVERNING LAW

(a)      Its:

         (i)      irrevocable submission under this Agreement to the
                  jurisdiction of the courts of England; and

         (ii)     agreement that this Agreement is governed by English law,

         are legal, valid and binding under the laws of its jurisdiction of
         incorporation.

(b)      Any judgment obtained in England will be recognised and be enforceable
         by the courts of its jurisdiction of incorporation.

17.16    TIMES FOR MAKING REPRESENTATIONS

(a)      The representations set out in this Clause are made by each Original
         Obligor on the date of this Agreement.

(b)      Each of the representations set out in Clauses 17.2 (Status) to 17.5
         (Non-conflict), 17.6(b) and (c) (No default), 17.7 (Authorisations),
         17.8 (Financial statements) and 17.15 (Jurisdiction and governing law)
         is deemed to be repeated by:

         (i)      each Additional Guarantor and the Borrower on the date that
                  Additional Guarantor becomes an Additional Guarantor; and

         (ii)     each Obligor on the date of each Request and Extension Request
                  and on the first day of each Term.

                                       39
<PAGE>

(c)      Each of the representations set out in Clause 17.13 (Information) is
         deemed to be repeated by each Obligor on the date (as notified by the
         Facility Agent to the Parent) on which the general syndication of the
         Facilities is completed.

(d)      Each of the representations set out in Clause 17.14 (Acquisition
         Documents) is deemed to be repeated by the Parent on the date on which
         an Acquisition is completed, in respect of that Acquisition.

(e)      When a representation is repeated, it is applied to the circumstances
         existing at the time of repetition.

18.      INFORMATION COVENANTS

18.1     FINANCIAL STATEMENTS

(a)      The Parent must supply to the Facility Agent in sufficient copies for
         all the Lenders:

         (i)      its audited consolidated financial statements for each of its
                  financial years;

         (ii)     the audited unconsolidated financial statements of each other
                  Obligor for each of its financial years; and

         (iii)    its interim financial statements for each quarter of each of
                  its financial years and the first half of each of its
                  financial years.

(b)      All financial statements must be supplied as soon as they are available
         and:

         (i)      in the case of the Parent's audited consolidated financial
                  statements, within 120 days;

         (ii)     in the case of the audited unconsolidated financial statements
                  of each other Obligor, within 6 months; and

         (iii)    in the case of the Parent's interim quarterly and half-yearly
                  financial statements, within 60 days,

         of the end of the relevant financial period.

(c)      The Parent's obligation to supply its audited consolidated accounts
         under this Clause continues for as long as any amount could be payable
         under Clause 9.5(e) (Margin).

18.2     FORM OF FINANCIAL STATEMENTS

(a)      The Parent must ensure that each set of financial statements supplied
         under this Agreement gives (if audited) a true and fair view of, or (if
         unaudited) fairly represents, the financial condition (consolidated or
         otherwise) of the relevant person as at the date to which those
         financial statements were drawn up.

(b)      The Parent must notify the Facility Agent of any change to the basis on
         which its audited consolidated financial statements are prepared.

(c)      If requested by the Facility Agent (acting on the instructions of the
         Majority Lenders), the Parent must supply to the Facility Agent:

         (i)      a full description of any change notified under paragraph (b)
                  above; and

                                       40
<PAGE>

         (ii)     sufficient information to enable the Finance Parties to make a
                  proper comparison between the financial position shown by the
                  set of financial statements prepared on the changed basis and
                  its most recent audited consolidated financial statements
                  delivered to the Facility Agent under this Agreement.

(d)      If requested by the Facility Agent (acting on the instructions of the
         Majority Lenders) the Parent must enter into discussions for a period
         of not more than 30 days with a view to agreeing any amendments
         required to be made to this Agreement to place the Obligors and the
         Lenders in the same position as they would have been in if the change
         had not happened. Any agreement between the Parent and the Facility
         Agent will be, with the prior consent of the Majority Lenders, binding
         on all the Parties.

(e)      If no agreement is reached under paragraph (d) above on the required
         amendments to this Agreement, the Parent must supply with each set of
         its financial statements another set of its financial statements
         prepared on the same basis as the Original Financial Statements.

18.3     COMPLIANCE CERTIFICATE

(a)      The Parent must supply to the Facility Agent a Compliance Certificate
         with each set of its financial statements sent to the Facility Agent
         under this Agreement.

(b)      A Compliance Certificate must be signed by two directors of the Parent.

18.4     INFORMATION - MISCELLANEOUS

         The Parent must supply to the Facility Agent, in sufficient copies for
         all the Lenders if the Facility Agent so requests:

         (a)      copies of all documents despatched by the Parent to its
                  shareholders or its creditors generally (or any class of
                  either of them) at the same time as they are despatched;

         (b)      promptly upon becoming aware of them, details of any
                  litigation, arbitration or administrative proceedings which
                  are current, threatened or pending and which could reasonably
                  be expected, if adversely determined, to have a Material
                  Adverse Effect;

         (c)      promptly upon becoming aware of them, details of any claim or
                  potential claim in an amount of L1,000,000 or more made by or
                  against a member of the Group under an Acquisition Document;

         (d)      promptly on request, a list of the then current Material
                  Subsidiaries; and

         (e)      promptly on request, such further information regarding the
                  financial condition and operations of the Group as any Finance
                  Party through the Facility Agent may reasonably request.

18.5     NOTIFICATION OF DEFAULT

(a)      Unless the Facility Agent has already been so notified by another
         Obligor, each Obligor must notify the Facility Agent of any Default
         (and the steps, if any, being taken to remedy it) promptly upon
         becoming aware of its occurrence.

(b)      Promptly on request by the Facility Agent, the Parent must supply to
         the Facility Agent a certificate, signed by two of its authorised
         signatories on its behalf, certifying that no Default

                                       41
<PAGE>

         is outstanding or, if a Default is outstanding, specifying the Default
         and the steps, if any, being taken to remedy it.

18.6     YEAR END

         The Parent must not change its financial year end.

19.      FINANCIAL COVENANTS

19.1     DEFINITIONS

         In this Clause:

         CONSOLIDATED CASH AND CASH EQUIVALENTS means, at any time:

         (a)      cash in hand or on deposit with any acceptable bank;

         (b)      certificates of deposit, maturing within one year after the
                  relevant date of calculation, issued by an acceptable bank;


         (c)      any investment in marketable obligations issued or guaranteed
                  by the government of the United States of America or the UK or
                  by an instrumentality or agency of the government of the
                  United States of America or the UK having an equivalent credit
                  rating;

         (d)      open market commercial paper:

                  (i)      for which a recognised trading market exists;

                  (ii)     issued in the United States of America or the UK;

                  (iii)    which matures within one year after its issue; and

                  (iv)     which has a credit rating of either A-1 by Standard &
                           Poor's or FitchIBCA or P-1 by Moody's;

         (e)      Sterling bills of exchange eligible for rediscount at the Bank
                  of England and accepted by an acceptable bank; or

         (f)      any other instrument, security or investment approved by the
                  Majority Lenders,

         in each case, to which any member of the Group is beneficially entitled
         at that time and which is capable of being applied against Consolidated
         Total Borrowings. An ACCEPTABLE BANK for this purpose is a commercial
         bank or trust company which has a rating of A or higher by Standard &
         Poor's or FitchIBCA or A2 or higher by Moody's or a comparable rating
         from a nationally recognised credit rating agency for its long-term
         debt obligations or has been approved by the Majority Lenders.

         CONSOLIDATED EBIT means the consolidated net pre-taxation profits of
         the Group for a Measurement Period, adjusted by:

         (a)      adding back Consolidated Net Interest Expenses;

         (b)      taking no account of any exceptional item;

                                       42
<PAGE>

         (c)      excluding any amount attributable to minority interests; and

         (d)      taking no account of any revaluation of an asset or any loss
                  or gain over book value arising on the disposal of an asset
                  (otherwise than in the ordinary course of trading) by a member
                  of the Group during that Measurement Period.

         CONSOLIDATED EBITDA means the consolidated net pre-taxation profits of
         the Group for a Measurement Period, adjusted by:

         (a)      adding back Consolidated Net Interest Expenses;

         (b)      taking no account of any exceptional item;

         (c)      excluding any amount attributable to minority interests;

         (d)      adding back depreciation and amortisation; and

         (e)      taking no account of any revaluation of an asset or any loss
                  or gain over book value arising on the disposal of an asset
                  (otherwise than in the ordinary course of trading) by a member
                  of the Group during that Measurement Period.

         CONSOLIDATED INTEREST PAYABLE means all interest and other financing
         charges (whether, in each case, paid, payable or capitalised), incurred
         by the Group during a Measurement Period.

         CONSOLIDATED INTEREST RECEIVABLE means all interest and other financing
         charges received or receivable by the Group during a Measurement
         Period.

         CONSOLIDATED NET INTEREST EXPENSES means Consolidated Interest Payable
         less Consolidated Interest Receivable during the relevant Measurement
         Period.

         CONSOLIDATED NET WORTH means at any time the aggregate of:

         (a)      the amount paid up or credited as paid up on the issued share
                  capital of the Parent; and

         (b)      the amount standing to the credit of the consolidated capital
                  and revenue reserves of the Group,

         based on the latest published audited consolidated balance sheet of the
         Parent (THE LATEST BALANCE SHEET) but adjusted by:

         (i)      adding any amount standing to the credit of the profit and
                  loss account of the Group for the period ending on the date of
                  the latest balance sheet to the extent not included in
                  sub-paragraph (b) above;

         (ii)     deducting any dividend or other distribution declared,
                  recommended or made by any member of the Group;

         (iii)    deducting any amount standing to the debit of the profit and
                  loss account of the Group for the period ending on the date of
                  the latest balance sheet;

         (iv)     deducting any amount attributable to an upward revaluation of
                  assets after the date of the Original Financial Statements or,
                  in the case of assets of a company which

                                       43
<PAGE>

                  becomes a member of the Group after that date, the date on
                  which that company becomes a member of the Group;

         (v)      reflecting any variation in the amount of the issued share
                  capital of the Parent and the consolidated capital and revenue
                  reserves of the Group after the date of the latest balance
                  sheet;

         (vi)     reflecting any variation in the interest of the Parent in any
                  other member of the Group since the date of the latest balance
                  sheet;

         (vii)    excluding any amount attributable to deferred taxation; and


         (viii)   excluding any amount attributable to minority interests.

         CONSOLIDATED TOTAL BORROWINGS means, in respect of the Group, at any
         time the aggregate of the following:

         (a)      the outstanding principal amount of any moneys borrowed;

         (b)      the outstanding principal amount of any acceptance under any
                  acceptance credit;

         (c)      the outstanding principal amount of any bond, note, debenture,
                  loan stock or other similar instrument;

         (d)      the capitalised element of indebtedness under a finance or
                  capital lease;

         (e)      the outstanding principal amount of all moneys owing in
                  connection with the sale or discounting of receivables
                  (otherwise than on a non-recourse basis);

         (f)      the outstanding principal amount of any indebtedness arising
                  from any deferred payment agreements arranged primarily as a
                  method of raising finance or financing the acquisition of an
                  asset;

         (g)      any fixed or minimum premium payable on the repayment or
                  redemption of any instrument referred to in paragraph (c)
                  above;

         (h)      the outstanding principal amount of any indebtedness arising
                  in connection with any other transaction (including any
                  forward sale or purchase agreement) which has the commercial
                  effect of a borrowing; and

         (i)      the outstanding principal amount of any indebtedness of any
                  person of a type referred to in paragraphs (a) to (h) above
                  which is the subject of a guarantee, indemnity or similar
                  assurance against financial loss given by a member of the
                  Group.

         CONSOLIDATED TOTAL NET DEBT means at any time Consolidated Total
         Borrowings less Consolidated Cash and Cash Equivalents.

         MEASUREMENT PERIOD means each period of 12 months ending on the last
         day of a financial year or half-year of the Parent.

         MINIMUM CONSOLIDATED NET WORTH means:

         (a)      for any financial year of the Parent ending on or before 30th
                  September, 2004, US$900,000,000; and

                                       44
<PAGE>

         (b)      for any subsequent financial year of the Parent:

                  (i)      the Minimum Consolidated Net Worth applicable to the
                           previous financial year of the Parent; plus

                  (ii)     if positive, 50 per cent. of the amount of profit
                           (after deduction of dividends) shown in the
                           consolidated profit and loss account of the Group for
                           that financial year.

19.2     INTERPRETATION

(a)      Except as provided to the contrary in this Agreement, an accounting
         term used in this Clause is to be construed in accordance with the
         principles applied in connection with the Original Financial
         Statements.

(b)      Any amount in a currency other than US Dollars is to be taken into
         account at its US Dollar equivalent calculated on the basis of the
         relevant rates of exchange used by the Parent in, or in connection
         with, its financial statements for the relevant period.

(c)      No item must be credited or deducted more than once in any calculation
         under this Clause.

19.3     GEARING

(a)      The Parent must ensure that the ratio of Consolidated Total Net Debt at
         the end of each Measurement Period to Consolidated EBITDA for that
         Measurement Period does not exceed:

         (i)      for any Measurement Period ending on or before 31st March,
                  2004, 3.0:1;

         (ii)     for any Measurement Period ending after 31st March, 2004 but
                  on or before 30th September, 2004, 2.75:1; and

         (iii)    for any subsequent Measurement Period, 2.5:1.

(b)      For the purposes of this Clause 19.3 (Gearing), in calculating
         Consolidated EBITDA for any Measurement Period during which any Target
         Assets or Eli Lilly Assets were acquired by the Group, the consolidated
         net pre-taxation profits of the Group attributable to those Target
         Assets or Eli Lilly Assets will be included on an annualised basis (by
         dividing the amount of those profits by the number of days from (and
         including) the acquisition of those Target Assets or Eli Lilly Assets
         to (and including) the last day of the Measurement Period and
         multiplying by the number of days in the Measurement Period).

19.4     INTEREST COVER

         The Parent must ensure that the ratio of Consolidated EBIT to
         Consolidated Net Interest Expenses is not, for each Measurement Period,
         less than:

         (a)      for any Measurement Period ending on or before 30th September,
                  2004, 5.0:1; and

         (b)      for any subsequent Measurement Period, 7.0:1.

                                       45
<PAGE>

19.5     CONSOLIDATED NET WORTH

         The Parent must ensure that Consolidated Net Worth is not, at the end
         of each Measurement Period less than the Minimum Consolidated Net Worth
         applicable to the financial year of the Parent in which that
         Measurement Period ends.

19.6     GUARANTOR COVER

(a)      The Parent must ensure that within 30 days of any member of the Group
         becoming a Material Subsidiary (or, in the case of a Warner Chilcott
         Company which is a Material Subsidiary, within 30 days of this
         paragraph applying to that Material Subsidiary), that member of the
         Group becomes an Additional Guarantor (unless the Facility Agent,
         acting reasonably, is satisfied that it would be unlawful for that
         Group Company to become an Additional Guarantor).

(b)      Paragraph (a) does not apply to any Warner Chilcott Company while any
         Warner Chilcott Bonds are outstanding.

20.      GENERAL COVENANTS

20.1     GENERAL

         Each Obligor agrees to be bound by the covenants set out in this Clause
         relating to it and, where the covenant is expressed to apply to each
         member of the Group, each Obligor must ensure that each of its
         Subsidiaries performs that covenant.

20.2     AUTHORISATIONS

         Each Obligor must promptly obtain, maintain and comply with the terms
         of any authorisation required under any law or regulation to enable it
         to perform its obligations under, or for the validity or enforceability
         of, any Finance Document except where failure to do so could not
         reasonably be expected to have a Material Adverse Effect.

20.3     COMPLIANCE WITH LAWS

         Each member of the Group must comply in all respects with all laws to
         which it is subject (including without limitation Tax laws) where
         failure to do so could reasonably be expected to have a Material
         Adverse Effect.

20.4     PARI PASSU RANKING

         Each Obligor must ensure that its payment obligations under the Finance
         Documents rank at least pari passu with all its other present and
         future unsubordinated and unsecured payment obligations, except for
         obligations mandatorily preferred by law applying to companies
         generally.

20.5     NEGATIVE PLEDGE

(a)      Except as provided below, no member of the Group may create or allow to
         exist any Security Interest on any of its assets.

(b)      Paragraph (a) does not apply to:

         (i)      any lien arising by operation of law and in the ordinary
                  course of trading; and

                                       46
<PAGE>

         (ii)     any title transfer or retention arrangement entered into by a
                  member of the Group in relation to its purchases of goods,
                  products or supplies in the ordinary course of trading;

         (iii)    any Security Interest comprising a netting or set-off
                  arrangement entered into by a member of the Group in the
                  ordinary course of its banking arrangements for the purpose of
                  netting debit and credit balances;

         (iv)     any Security Interest on an asset, or an asset of any person,
                  acquired by a member of the Group after the date of this
                  Agreement but only for the period of 120 days from the date of
                  acquisition and to the extent that the principal amount
                  secured by that Security Interest has not been incurred or
                  increased in contemplation of, or since, the acquisition;

         (v)      any Security Interest over goods and products, or over the
                  documents or insurance policies relating to such goods and
                  products, arising in the ordinary course of trading in
                  connection with letters of credit and similar transactions,
                  provided such Security Interest secures only so much of the
                  acquisition cost or selling price (and amounts incidental
                  thereto) of those goods and products which is required to be
                  paid within 180 days after the date upon which the same was
                  first incurred;

         (vi)     set-off rights in the ordinary course of trading;

         (vii)    any Security Interest created in substitution for any of the
                  above Security Interests, but only:

                  (A)      if the Security Interest is over the same asset;

                  (B)      if the principal amount secured does not exceed the
                           principal amount secured by the Security Interest
                           which it replaced; and

                  (C)      if the Security Interest which is replaced was only
                           permitted to be outstanding for a certain period of
                           time, to the extent the new Security Interest is not
                           outstanding for any greater period; and

         (viii)   any Security Interest securing indebtedness the amount of
                  which (when aggregated with the amount of any other
                  indebtedness which has the benefit of a Security Interest not
                  allowed under the preceding sub-paragraphs) does not exceed
                  US$10,000,000 or its equivalent at any time.

(c)      No member of the Group may:

         (i)      sell, transfer or otherwise dispose of any of its assets on
                  terms where it is or may be leased to or re-acquired or
                  acquired by a member of the Group or any of its related
                  entities; or

         (ii)     sell, transfer or otherwise dispose of any of its receivables
                  on recourse terms,

         in circumstances where the transaction is entered into primarily as a
         method of raising Financial Indebtedness or of financing the
         acquisition of an asset, except for transactions falling within Clause
         20.7(b)(viii) (Financial Indebtedness).

                                       47
<PAGE>

20.6     DISPOSALS

(a)      Except as provided below, no member of the Group may, either in a
         single transaction or in a series of transactions and whether related
         or not, dispose of all or any part of its assets.

(b)      Except as provided below, paragraph (a) does not apply to any disposal:

         (i)      of Intellectual Property Rights in the ordinary course of
                  trading of the disposing entity;

         (ii)     of assets other than Intellectual Property Rights made in the
                  ordinary course of business of the disposing entity;

         (iii)    of assets in exchange for other assets comparable or superior
                  as to type, value and quality;

         (iv)     where:

                  (A)      the proceeds of the disposal are used within six
                           months of that disposal for the purchase (free from
                           any Security Interest) of an asset to replace
                           directly the asset the subject of that disposal where
                           the purchased asset has a market value at least equal
                           to the value of the asset which is subject to the
                           disposal; and

                  (B)      prior to the disposal, the Parent has notified the
                           Facility Agent that the proceeds are to be so used;


         (v)      of an asset which is obsolete for the purpose for which such
                  an asset is normally utilised;

         (vi)     to an Obligor, or by a member of the Group which is not an
                  Obligor, to another such member of the Group;

         (vii)    of cash or cash equivalents on terms not otherwise prohibited
                  by this Agreement; or

         (viii)   where the higher of the market value or consideration
                  receivable (when aggregated with the higher of the market
                  value or consideration for any other disposal not allowed
                  under the preceding sub-paragraphs) does not exceed
                  US$20,000,000 or its equivalent in any financial year of the
                  Parent.

(c)      Paragraph (b) does not permit any disposal of any Target Assets or Eli
         Lilly Assets.

20.7     FINANCIAL INDEBTEDNESS

(a)      Except as provided below, no member of the Group may incur any
         Financial Indebtedness.

(b)      Paragraph (a) does not apply to:

         (i)      Financial Indebtedness incurred under the Finance Documents;


         (ii)     Financial Indebtedness under the Warner Chilcott Bonds;

                                       48
<PAGE>

         (iii)    Financial Indebtedness of any person acquired by a member of
                  the Group which is incurred under arrangements in existence at
                  the date of acquisition, but only for a period of three months
                  from the date of acquisition;

         (iv)     any derivative transaction protecting against or benefiting
                  from fluctuations in any rate or price entered into in the
                  ordinary course of business;

         (v)      Financial Indebtedness owing by any member of the Group to
                  another member of the Group;

         (vi)     Financial Indebtedness owing by an Obligor;

         (vii)    Financial Indebtedness under guarantees in favour of a bank or
                  other financial institution to facilitate the operation of
                  bank accounts of members of the Group maintained with such
                  bank or financial institution on a net balance basis;

         (viii)   Financial Indebtedness under finance or capital leases of
                  vehicles, plant, equipment or computers, up to a maximum
                  aggregate capital value for all items so leased by members of
                  the Group of US$2,000,000 at any time; or

         (ix)     Financial Indebtedness which in aggregate does not exceed
                  US$15,000,000 or its equivalent at any time.

20.8     CHANGE OF BUSINESS

         The Parent must ensure that no material change is made to the general
         nature of the business of the Group as a whole from that carried on at
         the date of this Agreement.

20.9     MERGERS

(a)      Without the consent of the Majority Lenders, neither the Borrower nor
         the Parent may enter into any amalgamation, demerger, merger or
         reconstruction.

(b)      No other Material Subsidiary may enter into any amalgamation, demerger,
         merger or reconstruction, except for one:

         (i)      on a solvent basis;

         (ii)     to which the only parties are members of the Group;

         (iii)    under which either the relevant Material Subsidiary is the
                  survivor, or the Facility Agent is satisfied (acting on the
                  instructions of the Majority Lenders) that the surviving
                  entity assumes (by operation of law or otherwise) all
                  obligations of the relevant Material Subsidiary (including, if
                  it is an Obligor, its obligations under the Finance
                  Documents).

20.10    ACQUISITIONS

(a)      Except as provided below, no member of the Group may make any
         acquisition or investment.

(b)      Paragraph (a) does not apply to:

         (i)      the Pfizer HRT Acquisition or the Pfizer OC Acquisition;

                                       49
<PAGE>

         (ii)     acquisitions or investments made in the ordinary course of
                  trade;

         (iii)    the acquisition of the business, shares or securities of
                  another member of the Group;

         (iv)     acquisitions where the consideration (when aggregated with the
                  consideration of any other acquisition not allowed under the
                  preceding sub-paragraphs) does not exceed US$30,000,000 or its
                  equivalent in any financial year of the Parent.

20.11    THE ACQUISITION DOCUMENTS

(a)      Each member of the Group must take all commercially reasonable and
         practical steps to preserve and enforce its rights under the
         Acquisition Documents.

(b)      No member of the Group may permit or effect any variation, novation,
         amendment to, or waiver or termination of, any Acquisition Document
         (other than where the effect of the same is not material).

(c)      The Parent must promptly supply to the Facility Agent a copy of any
         variation, novation, amendment or waiver relating to an Acquisition
         Agreement.

20.12    LOANS

         No member of the Group may be the creditor in respect of any Financial
         Indebtedness, other than:

         (a) credit allowed by the relevant company in the normal course of its
         trading activities; or

         (b) Financial Indebtedness owing by another member of the Group.

20.13    INTELLECTUAL PROPERTY RIGHTS

         Except as provided below, each member of the Group must:

         (a)      make any registration and pay any fee or other amount which is
                  necessary to keep the Target Assets (following their
                  acquisition by a member of the Group), the Eli Lilly Assets
                  and all other Intellectual Property Rights which are material
                  to the business of a member of the Group, in force;

         (b)      record its interest in the Target Assets, the Eli Lilly Assets
                  and those other Intellectual Property Rights in any relevant
                  registries or with any relevant governmental or other official
                  body;

         (c)      take such steps as are necessary and commercially reasonable
                  (including the institution of legal proceedings) to prevent
                  third parties infringing the Target Assets (following their
                  acquisition by a member of the Group), the Eli Lilly Assets
                  and those other Intellectual Property Rights; and

         (d)      not enter into licence arrangements in respect of the Target
                  Assets, the Eli Lilly Assets or those other Intellectual
                  Property Rights, other than:

                  (i)      licence arrangements entered into with members of the
                           Group for so long as they remain members of the
                           Group; and

                                       50
<PAGE>

                  (ii)     licence arrangements entered into on normal
                           commercial terms and in the ordinary course of its
                           business.

20.14    PENSION SCHEMES

(a)      In this Subclause:

         CODE means the United States Internal Revenue Code of 1986.

         ERISA means the United States Employee Retirement Income Security Act
         of 1974.

         ERISA AFFILIATE means any person treated as a single employer with the
         Borrower for the purpose of section 414 of the Code.

         MULTIEMPLOYER PLAN means an employee benefit plan within the meaning of
         section 4001(a) (3) of ERISA with respect to which the Borrower or any
         ERISA Affiliate has, or at any time in the past five years had, an
         obligation to contribute.

         PLAN means an employee benefit plan as defined in section 3(3) of ERISA
         maintained by the Borrower or any ERISA Affiliate.

         REPORTABLE EVENT means:

         (a)      with respect to any Plan, an event specified as such in
                  section 4043 of ERISA or regulations under that section, other
                  than an event in relation to which the requirement to give
                  notice of that event is waived by any regulation;

         (b)      with respect to any Plan, an "accumulated funding deficiency"
                  under section 412 of the Code or section 302 of ERISA, whether
                  or not there has been any waiver of notice or waiver of the
                  minimum funding standard under section 412 of the Code; or

         (c)      a withdrawal by the Borrower or an ERISA Affiliate from a
                  Multiemployer Plan, or any Multiemployer Plan being in
                  "reorganization" or "insolvent" (as such terms are defined,
                  respectively, in sections 4241 and 4245 or ERISA), and, in
                  each case, such event is reasonably likely to have a Material
                  Adverse Effect.

(b)      Each member of the Group must ensure that all present and future
         funding of its occupational pension schemes is maintained as required
         by all applicable law.

(c)      Each Obligor must promptly upon becoming aware of it notify the
         Facility Agent of:

         (i)      any Reportable Event; and

         (ii)     the termination of or withdrawal from, or any circumstances
                  reasonably likely to result in the termination of or
                  withdrawal from, any Plan subject to Title IV of ERISA.

(d)      Each of the Borrowers and its ERISA Affiliates must ensure that no
         event or condition exists at any time in relation to a Plan which is
         reasonably likely to result in the imposition of a Security Interest on
         any of its assets or which is reasonably likely to have a Material
         Adverse Effect.

                                       51
<PAGE>

20.15    ENVIRONMENTAL MATTERS

(a)      In this Subclause:

         ENVIRONMENTAL APPROVAL means any authorisation required by an
         Environmental Law.

         ENVIRONMENTAL CLAIM means any claim by any person in connection with:

         (i)      a breach, or alleged breach, of an Environmental Law;

         (ii)     any accident, fire, explosion or other event of any type
                  involving an emission or substance which is capable of causing
                  harm to any living organism or the environment; or

         (iii)    any other environmental contamination.

         ENVIRONMENTAL LAW means any law or regulation concerning:

         (i)      the protection of health and safety;

         (ii)     the environment; or

         (iii)    any emission or substance which is capable of causing harm to
                  any living organism or the environment.

(b)      Each member of the Group must ensure that it is, and has been, in
         compliance with all Environmental Law and Environmental Approvals
         applicable to it, where failure to do so is reasonably likely to have a
         Material Adverse Effect or result in any liability for a Finance Party.

(c)      Each Obligor must promptly upon becoming aware notify the Facility
         Agent of:

         (i)      any Environmental Claim current, or to its knowledge, pending
                  or threatened; or

         (ii)     any circumstances reasonably likely to result in an
                  Environmental Claim,

         which, if substantiated, is reasonably likely to either have a Material
         Adverse Effect or result in any liability for a Finance Party.

20.16    INSURANCE

         Each member of the Group must insure its business and assets with
         insurance companies to such an extent and against such risks as
         companies engaged in a similar business normally insure.

20.17    CRIMINAL DAMAGE CLAIMS

(a)      The Parent must inform the Facility Agent as soon as reasonably
         practicable if any act of terrorism affects any material asset of any
         member of the Group.

(b)      The Parent and each Material Subsidiary must:

         (i)      lodge and diligently pursue any claim, in relation to any
                  material damage to any of its material assets, for
                  compensation under the Criminal Damage (Northern Ireland)

                                       52
<PAGE>

                  Order 1977 (or any successor scheme in respect of criminal
                  damage to property in Northern Ireland) within all applicable
                  time periods; and

         (ii)     keep the Facility Agent advised as to the progress of any such
                  claim.

21.      DEFAULT

21.1     EVENTS OF DEFAULT

(a)      Each of the events set out in this Clause is an Event of Default.

(b)      In this Clause:

         MATERIAL GROUP MEMBER means an Obligor or a Material Subsidiary; and

         PERMITTED TRANSACTION means:

         (i)      an intra-Group re-organisation of a Material Subsidiary (other
                  than the Borrower) on a solvent basis; or

         (ii)     any other transaction agreed by the Majority Lenders.

21.2     NON-PAYMENT

         An Obligor does not pay on the due date any amount payable by it under
         the Finance Documents in the manner required under the Finance
         Documents, unless the non-payment:

         (a)      is caused by technical or administrative error; and

         (b)      is remedied within three Business Days of the due date.

21.3     BREACH OF OTHER OBLIGATIONS

(a)      The Parent does not comply with any term of Clause 19 (Financial
         covenants);

(b)      an Obligor does not comply with any term of Clause 20.5 (Negative
         pledge), Clause 20.6 (Disposals) or Clause 20.7 (Financial
         Indebtedness), unless the non-compliance:

         (i)      is capable of remedy; and

         (ii)     is remedied within 7 days of the earlier of the Facility Agent
                  giving notice and the Obligor becoming aware of the
                  non-compliance; or

(c)      an Obligor does not comply with any other term of the Finance Documents
         not already referred to in this Clause, unless the non-compliance:

         (i)      is capable of remedy; and

         (ii)     is remedied within 14 days of the earlier of the Facility
                  Agent giving notice and the Obligor becoming aware of the
                  non-compliance.

21.4     MISREPRESENTATION

         A representation made or repeated by an Obligor in any Finance Document
         or in any document delivered by or on behalf of any Obligor under any
         Finance Document is incorrect

                                       53
<PAGE>

         in any material respect when made or deemed to be repeated unless the
         circumstances giving rise to the misrepresentation:

         (a)      are capable of remedy; and

         (b)      are remedied within 14 days of the earlier of the Facility
                  Agent giving notice and the Obligor becoming aware of the
                  misrepresentation.

21.5     CROSS-DEFAULT

         Any of the following occurs in respect of a member of the Group:

         (a)      any of its Financial Indebtedness is not paid when due (after
                  the expiry of any originally applicable grace period);

         (b)      any of its Financial Indebtedness:

                  (i)      becomes prematurely due and payable;

                  (ii)     is placed on demand; or

                  (iii)    is capable of being declared by a creditor to be
                           prematurely due and payable or being placed on
                           demand,

                  in each case, as a result of an event of default (howsoever
                  described); or

         (c)      any commitment for its Financial Indebtedness is cancelled or
                  suspended as a result of an event of default (howsoever
                  described),

         unless the aggregate amount of Financial Indebtedness falling within
         paragraphs (a) to (c) above is less than US$10,000,000 or its
         equivalent.

21.6     INSOLVENCY

         Any of the following occurs in respect of a Material Group Member:

         (a)      it is, or is deemed for the purposes of any law to be, unable
                  to pay its debts as they fall due or insolvent;

         (b)      it admits its inability to pay its debts as they fall due;

         (c)      it suspends making payments on any of its debts or makes a
                  public announcement or an announcement to any relevant
                  creditors that it intends to do so;

         (d)      by reason of actual or anticipated financial difficulties, it
                  begins negotiations with its creditors generally, or any class
                  of them, for the rescheduling of any of its indebtedness; or

         (e)      a moratorium is declared in respect of any of its
                  indebtedness.

         If a moratorium occurs in respect of any Material Group Member, the
         ending of the moratorium will not remedy any Event of Default caused by
         the moratorium.

                                       54
<PAGE>

21.7     INSOLVENCY PROCEEDINGS

(a)      Except as provided below, any of the following occurs in respect of a
         Material Group Member:

         (i)      any step is taken with a view to a composition, assignment or
                  similar arrangement with any of its creditors;

         (ii)     a meeting of it is convened for the purpose of considering any
                  resolution for (or to petition for) its winding-up,
                  administration, examination or dissolution or any such
                  resolution is passed;

         (iii)    any person presents a petition for its winding-up,
                  administration, examination or dissolution;

         (iv)     an order for its winding-up, administration, examination or
                  dissolution is made;

         (v)      any liquidator, trustee in bankruptcy, judicial custodian,
                  compulsory manager, receiver, administrative receiver,
                  administrator, examiner or similar officer is appointed in
                  respect of it or any of its assets;

         (vi)     its directors or other officers request the appointment of a
                  liquidator, trustee in bankruptcy, judicial custodian,
                  compulsory manager, receiver, administrative receiver,
                  administrator, examiner or similar officer;

         (vii)    any step is taken in relation to the enforcement of any
                  Security over any assets of any member of the Group, and the
                  aggregate value of assets so effected since the date of this
                  Agreement is US$1,000,000 or more; or

         (viii)   any other analogous step or procedure is taken in any
                  jurisdiction.

(b)      Paragraph (a) does not apply to:

         (i)      any step or procedure which is part of a Permitted
                  Transaction; or

         (ii)     a petition for winding-up presented by a creditor which is
                  being contested in good faith and with due diligence and is
                  discharged or struck out within 21 days.

21.8     CREDITORS' PROCESS

         Any attachment, sequestration, distress, execution or analogous event
         affects all or a material part of the assets of a member of the Group
         and is not discharged within 14 days, if the aggregate value of all
         assets so affected since the date of this Agreement is US$10,000,000 or
         more.

21.9     CESSATION OF BUSINESS

         A member of the Group ceases, or threatens to cease, to carry on
         business except:

         (a)      as part of a Permitted Transaction; or

         (b)      as a result of any disposal allowed under this Agreement.

                                       55
<PAGE>

21.10    EFFECTIVENESS OF FINANCE DOCUMENTS

(a)      It is or becomes unlawful for the Parent to perform its obligations
         under Clause 19 (Financial covenants) or for any Obligor to perform its
         payment obligations or other material obligations under any Finance
         Document.

(b)      Any obligations of an Obligor under the Finance Documents are not
         effective or are alleged by an Obligor to be ineffective for any
         reason.

(c)      An Obligor repudiates a Finance Document or evidences an intention to
         repudiate a Finance Document.

21.11    OWNERSHIP OF THE OBLIGORS

         An Obligor (other than the Parent) is not or ceases to be a
         wholly-owned Subsidiary of the Parent.

21.12    ACQUISITION AGREEMENTS

         The rights of the Borrower under any Acquisition Agreement, having
         become unconditional, become conditional, are revoked or (other than as
         a result of the completion of the relevant Acquisition) terminate.

21.13    AUDIT QUALIFICATION

         The auditors of the Parent qualify, in any material respect, their
         opinion on the audited consolidated financial statements of the Parent.

21.14    LITIGATION

         Any litigation, arbitration or administrative proceedings are current
         which, if adversely determined, could reasonably be expected to have a
         Material Adverse Effect.

21.15    MATERIAL ADVERSE CHANGE

         Any event or series of events occurs which, in the opinion of the
         Majority Lenders, is reasonably likely to have a Material Adverse
         Effect.

21.16    ACCELERATION

         If an Event of Default is outstanding, the Facility Agent may, and must
         if so instructed by the Majority Lenders, by notice to the Parent:

         (a)      cancel the Total Commitments; and/or

         (b)      declare that all or part of any amounts outstanding under the
                  Finance Documents are:

                  (i)      immediately due and payable; and/or

                  (ii)     payable on demand by the Facility Agent acting on the
                           instructions of the Majority Lenders.

         Any notice given under this Subclause will take effect in accordance
         with its terms.

                                       56
<PAGE>

22.      THE ADMINISTRATIVE PARTIES


22.1     APPOINTMENT AND DUTIES OF THE FACILITY AGENT

(a)      Each Finance Party (other than the Facility Agent) irrevocably appoints
         the Facility Agent to act as its agent under the Finance Documents.

(b)      Each Finance Party irrevocably authorises the Facility Agent to:

         (i)      perform the duties and to exercise the rights, powers and
                  discretions that are specifically given to it under the
                  Finance Documents, together with any other incidental rights,
                  powers and discretions; and

         (ii)     execute each Finance Document expressed to be executed by the
                  Facility Agent.

(c)      The Facility Agent has only those duties which are expressly specified
         in the Finance Documents. Those duties are solely of a mechanical and
         administrative nature.

22.2     ROLE OF THE ARRANGERS

         Except as specifically provided in the Finance Documents, no Arranger
         has any obligations of any kind to any other Party in connection with
         any Finance Document.

22.3     NO FIDUCIARY DUTIES

         Except as specifically provided in a Finance Document, nothing in the
         Finance Documents makes an Administrative Party a trustee or fiduciary
         for any other Party or any other person. No Administrative Party need
         hold in trust any moneys paid to it for a Party or be liable to account
         for interest on those moneys.

22.4     INDIVIDUAL POSITION OF AN ADMINISTRATIVE PARTY

(a)      If it is also a Lender, each Administrative Party has the same rights
         and powers under the Finance Documents as any other Lender and may
         exercise those rights and powers as though it were not an
         Administrative Party.

(b)      Each Administrative Party may:

         (i)      carry on any business with any member of the Group (including
                  acting as an agent or a trustee for any other financing); and


         (ii)     retain any profits or remuneration it receives under the
                  Finance Documents or in relation to any other business it
                  carries on with any member of the Group.

22.5     RELIANCE

(a)      The Facility Agent may:

         (i)      rely on any notice or document believed by it to be genuine
                  and correct and to have been signed by, or with the authority
                  of, the proper person;

         (ii)     rely on any statement made by any person regarding any matters
                  which may reasonably be assumed to be within his knowledge or
                  within his power to verify;

                                       57
<PAGE>

         (iii)    engage, pay for and rely on professional advisers selected by
                  it (including those representing a Party other than the
                  Facility Agent); and

         (iv)     act under the Finance Documents through its personnel and
                  agents.

(b)      The Facility Agent may assume (unless it has received notice to the
         contrary in its capacity as Facility Agent) that any right, power,
         authority or discretion vested in any Party or the Majority Lenders has
         not been exercised.

22.6     MAJORITY LENDERS' INSTRUCTIONS

(a)      The Facility Agent is fully protected if it acts on the instructions of
         the Majority Lenders in the exercise of any right, power or discretion
         or any matter not expressly provided for in the Finance Documents. Any
         such instructions given by the Majority Lenders will be binding on all
         the Lenders. In the absence of instructions, the Facility Agent may
         (but shall not be obliged to) act as it considers to be in the best
         interests of all the Lenders.

(b)      The Facility Agent is not authorised to act on behalf of a Lender
         (without first obtaining that Lender's consent) in any legal or
         arbitration proceedings in connection with any Finance Document.

(c)      The Facility Agent may require the receipt of security satisfactory to
         it, whether by way of payment in advance or otherwise, against any
         liability or loss which it may incur in complying with the instructions
         of the Majority Lenders or all of the Lenders.

22.7     RESPONSIBILITY

(a)      No Administrative Party is responsible to any other Finance Party for
         the legality, validity, effectiveness, enforceability, adequacy,
         accuracy or completeness of:

         (i)      any Finance Document, any documents referred to in Clause
                  17.13 (Information) or any other document; or

         (ii)     any statement or information (whether written or oral) made in
                  or supplied in connection with any Finance Document.

(b)      Without affecting the responsibility of any Obligor for information
         supplied by it or on its behalf in connection with any Finance
         Document, each Lender confirms that it:

         (i)      has made, and will continue to make, its own independent
                  appraisal of all risks arising under or in connection with the
                  Finance Documents (including the financial condition and
                  affairs of each Obligor and its related entities and the
                  nature and extent of any recourse against any Party or its
                  assets); and

         (ii)     has not relied on any information provided to it by any
                  Administrative Party in connection with any Finance Document.

22.8     EXCLUSION OF LIABILITY

(a)      The Facility Agent is not liable or responsible to any other Finance
         Party for any action taken or not taken by it in connection with any
         Finance Document, unless directly caused by its gross negligence or
         wilful misconduct. The Facility Agent is not liable or responsible for
         any delay (or any related consequences) in crediting an account as
         required under the Finance Documents, if the Facility Agent has taken
         all necessary steps as soon as reasonably

                                       58
<PAGE>

         practicable to comply with the regulations or operating procedures of
         any recognised clearing or settlement system used by the Facility Agent
         for that purpose.

(b)      No Party may take any proceedings against any officer, employee or
         agent of the Facility Agent in respect of any claim it might have
         against the Facility Agent or in respect of any act or omission of any
         kind by that officer, employee or agent in connection with any Finance
         Document. Any officer, employee or agent of the Facility Agent may rely
         on this Subclause and enforce its terms under the Contracts (Rights of
         Third Parties) Act 1999.

22.9     DEFAULT

(a)      The Facility Agent is not obliged to monitor or enquire whether a
         Default has occurred. The Facility Agent is not deemed to have
         knowledge of the occurrence of a Default.

(b)      If the Facility Agent:

         (i)      receives notice from a Party referring to this Agreement,
                  describing a Default and stating that the event is a Default;
                  or

         (ii)     is actually aware of the non-payment of any principal or
                  interest or any fee payable to a Lender under this Agreement,

         it must promptly notify the Lenders.

22.10    INFORMATION

(a)      The Facility Agent must promptly forward to the person concerned the
         original or a copy of any document which is delivered to the Facility
         Agent by a Party for that person.

(b)      Except where a Finance Document specifically provides otherwise, the
         Facility Agent is not obliged to review or check the adequacy, accuracy
         or completeness of any document it forwards to another Party.

(c)      Except as provided above, the Facility Agent has no duty:

         (i)      either initially or on a continuing basis to provide any
                  Lender with any credit or other information concerning the
                  risks arising under or in connection with the Finance
                  Documents (including any information relating to the financial
                  condition or affairs of any Obligor or its related entities or
                  the nature or extent of recourse against any Party or its
                  assets) whether coming into its possession before, on or after
                  the date of this Agreement; or

         (ii)     unless specifically requested to do so by a Lender in
                  accordance with a Finance Document, to request any certificate
                  or other document from any Obligor.

(d)      In acting as the Facility Agent, the agency division of the Facility
         Agent is treated as a separate entity from its other divisions and
         departments. Any information acquired by the Facility Agent which, in
         its opinion, is acquired by it otherwise than in its capacity as the
         Facility Agent may be treated as confidential by the Facility Agent and
         will not be treated as information possessed by the Facility Agent in
         its capacity as such.

(e)      The Facility Agent is not obliged to disclose to any person any
         confidential information supplied to it by a member of the Group solely
         for the purpose of evaluating whether any waiver or amendment is
         required to any term of the Finance Documents.

                                       59
<PAGE>

(f)      Each Obligor irrevocably authorises the Facility Agent to disclose to
         the other Finance Parties any information which, in its opinion, is
         received by it in its capacity as the Facility Agent.

22.11    INDEMNITIES

(a)      Without limiting the liability of any Obligor under the Finance
         Documents, each Lender must indemnify the Facility Agent for that
         Lender's Pro Rata Share of any loss or liability incurred by the
         Facility Agent in acting as the Facility Agent, except to the extent
         that the loss or liability is caused by the Facility Agent's gross
         negligence or wilful misconduct.

(b)      The Facility Agent may deduct from any amount received by it for a
         Lender any amount due to the Facility Agent from that Lender under a
         Finance Document but unpaid.

22.12    COMPLIANCE

         The Facility Agent may refrain from doing anything (including
         disclosing any information) which might, in its opinion, constitute a
         breach of any law or regulation or be otherwise actionable at the suit
         of any person, and may do anything which, in its opinion, is necessary
         or desirable to comply with any law or regulation.

22.13    RESIGNATION OF THE FACILITY AGENT

(a)      The Facility Agent may resign and appoint any of its Affiliates as
         successor Facility Agent by giving notice to the Lenders and the
         Parent.

(b)      Alternatively, the Facility Agent may resign by giving notice to the
         other Finance Parties and to the Parent, in which case the Majority
         Lenders may appoint a successor Facility Agent.

(c)      If no successor Facility Agent has been appointed under paragraph (b)
         above within 30 days after notice of resignation was given, the
         Facility Agent may appoint a successor Facility Agent.

(d)      The person(s) appointing a successor Facility Agent must, if
         practicable, consult with the Parent prior to the appointment. Any
         successor Facility Agent must have an office in the UK or the Republic
         of Ireland.

(e)      The resignation of the Facility Agent and the appointment of any
         successor Facility Agent will both become effective only when the
         successor Facility Agent notifies all the Parties that it accepts its
         appointment. On giving the notification, the successor Facility Agent
         will succeed to the position of the Facility Agent and the term
         FACILITY AGENT will mean the successor Facility Agent.

(f)      The retiring Facility Agent must, at its own cost, make available to
         the successor Facility Agent such documents and records and provide
         such assistance as the successor Facility Agent may reasonably request
         for the purposes of performing its functions as the Facility Agent
         under the Finance Documents.

(g)      Upon its resignation becoming effective, this Clause will continue to
         benefit the retiring Facility Agent in respect of any action taken or
         not taken by it in connection with the Finance Documents while it was
         the Facility Agent, and, subject to paragraph (f) above, it will have
         no further obligations under any Finance Document.

(h)      The Majority Lenders may, by notice to the Facility Agent, require it
         to resign under paragraph (b) above.

                                       60
<PAGE>

22.14    RELATIONSHIP WITH LENDERS

(a)      The Facility Agent may treat each Lender as a Lender, entitled to
         payments under this Agreement and as acting through its Facility
         Office(s) until it has received not less than five Business Days' prior
         notice from that Lender to the contrary.

(b)      The Facility Agent may at any time, and must if requested to do so by
         the Majority Lenders, convene a meeting of the Lenders.

(c)      The Facility Agent must keep a register of all the Parties and supply
         any other Party with a copy of the register on request. The register
         will include each Lender's Facility Office(s) and contact details for
         the purposes of this Agreement.

22.15    NOTICE PERIOD

         Where this Agreement specifies a minimum period of notice to be given
         to the Facility Agent, the Facility Agent may, at its discretion,
         accept a shorter notice period.

23.      EVIDENCE AND CALCULATIONS

23.1     ACCOUNTS

         Accounts maintained by a Finance Party in connection with this
         Agreement are prima facie evidence of the matters to which they relate
         for the purpose of any litigation or arbitration proceedings.

23.2     CERTIFICATES AND DETERMINATIONS

         Any certification or determination by a Finance Party of a rate or
         amount under the Finance Documents will be, in the absence of manifest
         error, conclusive evidence of the matters to which it relates.

23.3     CALCULATIONS

         Any interest or fee accruing under this Agreement accrues from day to
         day and is calculated on the basis of the actual number of days elapsed
         and a year of 360 or 365 days or otherwise, depending on what the
         Facility Agent determines is market practice.

24.      FEES

24.1     FACILITY AGENT'S FEE

         The Borrower must pay to the Facility Agent for its own account an
         agency fee in the manner agreed in the Fee Letter between the Facility
         Agent and the Borrower.

24.2     ARRANGEMENT FEES

         The Borrower must pay to the Arrangers for their own account
         arrangement fees in the manner agreed in the Fee Letter between the
         Arrangers and the Borrower.

24.3     COMMITMENT FEE

(a)      The Borrower must pay a commitment fee computed on the undrawn,
         uncancelled amount of each Lender's Commitment.

                                       61
<PAGE>

(b)      The rate of commitment fee is:

         (i)      in relation to Facility A, 30 per cent. of the applicable
                  Margin; and

         (ii)     in relation to Facility B and Facility C, 40 per cent. of the
                  applicable Margin.

(c) Accrued commitment fee is payable quarterly in arrear. Accrued commitment
fee in respect of each Facility is also payable to the Facility Agent for a
Lender on the date that Lender's Commitment in that Facility is cancelled in
full.

25.      INDEMNITIES AND BREAK COSTS

25.1     CURRENCY INDEMNITY

(a)      The Borrower must, as an independent obligation, indemnify each Finance
         Party against any loss or liability which that Finance Party incurs as
         a consequence of:

         (i)      that Finance Party receiving an amount in respect of an
                  Obligor's liability under the Finance Documents; or

         (ii)     that liability being converted into a claim, proof, judgment
                  or order,

         in a currency other than the currency in which the amount is expressed
         to be payable under the relevant Finance Document.

(b)      Unless otherwise required by law, each Obligor waives any right it may
         have in any jurisdiction to pay any amount under the Finance Documents
         in a currency other than that in which it is expressed to be payable.

25.2     OTHER INDEMNITIES

(a)      The Borrower must indemnify each Finance Party against any loss or
         liability which that Finance Party incurs as a consequence of:

         (i)      the occurrence of any Event of Default or the circumstances
                  giving rise to an Event of Default;

         (ii)     any failure by an Obligor to pay any amount due under a
                  Finance Document on its due date, including any resulting from
                  any distribution or redistribution of any amount among the
                  Lenders under this Agreement;

         (iii)    (other than by reason of negligence or default by that Finance
                  Party) a Loan not being made after a Request has been
                  delivered for that Loan; or

         (iv)     a Loan (or part of a Loan) not being prepaid in accordance
                  with a notice of prepayment.

         The Borrower's liability in each case includes any loss or expense on
         account of funds borrowed, contracted for or utilised to fund any
         amount payable under any Finance Document, any amount repaid or prepaid
         or any Loan.

(b)      The Borrower must indemnify the Facility Agent against any loss or
         liability incurred by the Facility Agent as a result of:

                                       62
<PAGE>

         (i)      investigating any event which the Facility Agent reasonably
                  believes to be a Default; or

         (ii)     acting or relying on any notice which the Facility Agent
                  reasonably believes to be genuine, correct and appropriately
                  authorised.

25.3     BREAK COSTS

(a)      The Borrower must pay to each Lender its Break Costs.

(b)      Break Costs are the amount (if any) determined by the relevant Lender
         by which:

         (i)      the interest which that Lender would have received for the
                  period from the date of receipt of any part of its share in a
                  Loan or an overdue amount to the last day of the applicable
                  Term for that Loan or overdue amount if the principal or
                  overdue amount received had been paid on the last day of that
                  Term;

         exceeds

         (ii)     the amount which that Lender would be able to obtain by
                  placing an amount equal to the amount received by it on
                  deposit with a leading bank in the appropriate interbank
                  market for a period starting on the Business Day following
                  receipt and ending on the last day of the applicable Term.

(c)      Each Lender must supply to the Facility Agent for the Borrower details
         of the amount of any Break Costs claimed by it under this Subclause.

26.      EXPENSES

26.1     INITIAL COSTS

         The Borrower must pay to each Administrative Party the amount of all
         costs and expenses (including legal fees) reasonably incurred by it in
         connection with the negotiation, preparation, printing, execution and
         syndication of the Finance Documents.

26.2     SUBSEQUENT COSTS

         The Borrower must pay to the Facility Agent the amount of all costs and
         expenses (including legal fees) reasonably incurred by it in connection
         with:

         (a)      the negotiation, preparation, printing and execution of any
                  Finance Document (other than a Transfer Certificate) executed
                  after the date of this Agreement; and

         (b)      any amendment, waiver or consent requested by or on behalf of
                  an Obligor or specifically allowed by this Agreement.

26.3     ENFORCEMENT COSTS

         The Borrower must pay to each Finance Party the amount of all costs and
         expenses (including legal fees) incurred by it in connection with the
         enforcement of, or the preservation of any rights under, any Finance
         Document.

                                       63
<PAGE>

27.      AMENDMENTS AND WAIVERS

27.1     PROCEDURE

(a)      Except as provided in this Clause, any term of the Finance Documents
         may be amended or waived with the agreement of the Parent and the
         Majority Lenders. The Facility Agent may effect, on behalf of any
         Finance Party, an amendment or waiver allowed under this Clause.

(b)      The Facility Agent must promptly notify the other Parties of any
         amendment or waiver effected by it under paragraph (a) above. Any such
         amendment or waiver is binding on all the Parties.

27.2     EXCEPTIONS

(a)      An amendment or waiver which relates to:

         (i)      the definition of MAJORITY LENDERS in Clause 1.1
                  (Definitions);

         (ii)     an extension of the date of payment of any amount to a Lender
                  under the Finance Documents;

         (iii)    a reduction in the applicable Margin or a reduction in the
                  amount of any payment of principal, interest, fee or other
                  amount payable to a Lender under the Finance Documents;

         (iv)     an increase in, or an extension of, a Commitment or the Total
                  Commitments;

         (v)      a release of an Obligor other than as contemplated by this
                  Agreement;

         (vi)     a term of a Finance Document which expressly requires the
                  consent of each Lender;

         (vii)    the right of a Lender to assign or transfer its rights or
                  obligations under the Finance Documents; or

         (viii)   this Clause,

         may only be made with the consent of all the Lenders.

(b)      An amendment or waiver which relates to the rights or obligations of an
         Administrative Party may only be made with the consent of that
         Administrative Party.

(c)      An amendment or waiver which relates to the rights or obligations of
         the Facility A Lenders, the Facility B Lenders or the Facility C
         Lenders, and not to the rights or obligations of the Lenders generally,
         may only be made with the consent of the Facility A Lenders, Facility B
         Lenders or Facility C Lenders (as appropriate).

27.3     CHANGE OF CURRENCY

         If a change in any currency of a country occurs (including where there
         is more than one currency or currency unit recognised at the same time
         as the lawful currency of a country), the Finance Documents will be
         amended to the extent the Facility Agent (acting reasonably and after
         consultation with the Parent) determines is necessary to reflect the
         change.

                                       64
<PAGE>

27.4     WAIVERS AND REMEDIES CUMULATIVE

         The rights of each Finance Party under the Finance Documents:

(a)      may be exercised as often as necessary;

(b)      are cumulative and not exclusive of its rights under the general law;
         and

(c)      may be waived only in writing and specifically.

         Delay in exercising or non-exercise of any right is not a waiver of
         that right.

28.      CHANGES TO THE PARTIES

28.1     ASSIGNMENTS AND TRANSFERS BY OBLIGORS

         No Obligor may assign or transfer any of its rights and obligations
         under the Finance Documents without the prior consent of all the
         Lenders.

28.2     ASSIGNMENTS AND TRANSFERS BY LENDERS

(a)      In this Subclause, the SUCCESSFUL COMPLETION OF SYNDICATION has the
         meaning given in the mandate letter dated 19th February 2003 and made
         between the Arrangers, the Borrower and others.

(b)      A Lender (the EXISTING LENDER) may, subject to the following provisions
         of this Subclause, at any time assign or transfer (including by way of
         novation) any of its rights and obligations under this Agreement to any
         other person (the NEW LENDER).

(c)      Unless the Parent and the Facility Agent otherwise agree, after the
         successful completion of syndication a transfer of part of a Commitment
         or rights and obligations under this Agreement by the Existing Lender
         must be in a minimum amount of US$10,000,000.

(d)      The consent of the Parent is required for any assignment or transfer
         unless:

         (i)      the New Lender is another Lender or an Affiliate of a Lender;

         (ii)     the successful completion of syndication has not occurred (in
                  which circumstances the Arrangers must consult with the Parent
                  about the identity of the New Lender);

         (iii)    a Default is outstanding; or

         (iv)     in relation to a transfer of a Facility B Commitment or a
                  Facility C Commitment, the relevant Availability Period has
                  ended or the relevant Facility has been drawn in full.

(e)      If it is required, the consent of the Parent must not be unreasonably
         withheld or delayed. The Parent will be deemed to have given its
         consent five Business Days after the Parent is given notice of a
         request for its consent, unless it is expressly refused by the Parent
         within that time.

(f)      The Parent may not withhold its consent solely because the assignment
         or transfer might increase the Mandatory Cost.

(g)      A transfer of obligations will be effective only if either:

                                       65
<PAGE>

         (i)      the obligations are novated in accordance with the following
                  provisions of this Clause; or


         (ii)     the New Lender confirms to the Facility Agent and the Parent
                  in form and substance satisfactory to the Facility Agent that
                  it is bound by the terms of this Agreement as a Lender. On the
                  transfer becoming effective in this manner the Existing Lender
                  will be released from its obligations under this Agreement to
                  the extent that they are transferred to the New Lender.

(h)      Unless the Facility Agent otherwise agrees, the New Lender must pay to
         the Facility Agent for its own account, on or before the date any
         assignment or transfer occurs, a fee of US$1,500.

(i)      Any reference in this Agreement to a Lender includes a New Lender but
         excludes a Lender if no amount is or may be owed to or by it under this
         Agreement.

28.3     PROCEDURE FOR TRANSFER BY WAY OF NOVATIONS

(a)      In this Subclause:

         TRANSFER DATE means, for a Transfer Certificate, the later of:

         (i)      the proposed Transfer Date specified in that Transfer
                  Certificate; and

         (ii)     the date on which the Facility Agent executes that Transfer
                  Certificate.

(b)      A novation is effected if:

         (i)      the Existing Lender and the New Lender deliver to the Facility
                  Agent a duly completed Transfer Certificate; and

         (ii)     the Facility Agent executes it.

         The Facility Agent must execute as soon as reasonably practicable a
         Transfer Certificate delivered to it and which appears on its face to
         be in order.

(c)      Each Party (other than the Existing Lender and the New Lender)
         irrevocably authorises the Facility Agent to execute any duly completed
         Transfer Certificate on its behalf.

(d)      On the Transfer Date:

         (i)      the New Lender will assume the rights and obligations of the
                  Existing Lender expressed to be the subject of the novation in
                  the Transfer Certificate in substitution for the Existing
                  Lender; and

         (ii)     the Existing Lender will be released from those obligations
                  and cease to have those rights.

28.4     LIMITATION OF RESPONSIBILITY OF EXISTING LENDER

(a)      Unless expressly agreed to the contrary, an Existing Lender is not
         responsible to a New Lender for the legality, validity, adequacy,
         accuracy, completeness or performance of:

         (i)      any Finance Document or any other document; or

                                       66
<PAGE>

         (ii)     any statement or information (whether written or oral) made in
                  or supplied in connection with any Finance Document,

         and any representations or warranties implied by law are excluded.

(b)      Each New Lender confirms to the Existing Lender and the other Finance
         Parties that it:

         (i)      has made, and will continue to make, its own independent
                  appraisal of all risks arising under or in connection with the
                  Finance Documents (including the financial condition and
                  affairs of each Obligor and its related entities and the
                  nature or extent of any recourse against any Party or its
                  assets) in connection with its participation in this
                  Agreement; and

         (ii)     has not relied exclusively on any information supplied to it
                  by the Existing Lender in connection with any Finance
                  Document.

(c)      Nothing in any Finance Document requires an Existing Lender to:

         (i)      accept a re-transfer from a New Lender of any of the rights
                  and obligations assigned or transferred under this Clause; or

         (ii)     support any losses incurred by the New Lender by reason of the
                  non-performance by any Obligor of its obligations under any
                  Finance Document or otherwise.

28.5     COSTS RESULTING FROM CHANGE OF LENDER OR FACILITY OFFICE

         If:

         (a)      a Lender assigns or transfers any of its rights and
                  obligations under the Finance Documents or changes its
                  Facility Office; and

         (b)      as a result of circumstances existing at the date the
                  assignment, transfer or change occurs, an Obligor would be
                  obliged to pay a Tax Payment or an Increased Cost,

         then, unless the assignment, transfer or change is made by a Lender to
         mitigate any circumstances giving rise to the Tax Payment, Increased
         Cost or a right to be prepaid and/or cancelled by reason of illegality,
         the Obligor need only pay that Tax Payment or Increased Cost to the
         same extent that it would have been obliged to if no assignment,
         transfer or change had occurred.

28.6     ADDITIONAL GUARANTORS

(a)      The Parent may (following consultation with the Facility Agent) request
         that one of its wholly-owned Subsidiaries becomes an Additional
         Guarantor, by delivering to the Facility Agent the relevant documents
         and evidence listed in Part 4 of Schedule 2 (Conditions precedent
         documents).

(b)      The relevant Subsidiary will become an Additional Guarantor when the
         Facility Agent notifies the other Finance Parties and the Parent that
         it has received, or waived receipt of, all of the documents and
         evidence referred to in paragraph (a) above in form and substance
         satisfactory to it. The Facility Agent must give this notification as
         soon as reasonably practicable.

                                       67
<PAGE>

(c)      Delivery of an Accession Agreement, executed by the relevant Subsidiary
         and the Parent, to the Facility Agent constitutes confirmation by that
         Subsidiary and the Parent that the Repeating Representations are then
         correct.

28.7     RESIGNATION OF A GUARANTOR

(a)      In this Subclause, RESIGNATION REQUEST means a letter substantially in
         the form of Schedule 8 (Form of Resignation Request), with such
         amendments as the Facility Agent may approve or reasonably require.

(b)      The Parent may request that a Guarantor (other than the Parent) ceases
         to be a Guarantor by giving to the Facility Agent a duly completed
         Resignation Request.

(c)      The Facility Agent must accept a Resignation Request and notify the
         Parent and the Lenders of its acceptance if:

         (i)      the Majority Lenders have consented to the Resignation
                  Request;

         (ii)     it is not actually aware that a Default is outstanding or
                  would result from the acceptance of the Resignation Request;
                  and

         (iii)    no amount owed by that Guarantor under this Agreement is
                  outstanding.

(d)      The Guarantor will cease to be a Guarantor when the Facility Agent
         gives the notification referred to in paragraph (c) above.

(e)      A Guarantor may also cease to be a Guarantor in any other manner
         approved by the Majority Lenders.

28.8     CHANGES TO THE REFERENCE BANKS

(a)      If a Reference Bank (or, if a Reference Bank is not a Lender, the
         Lender of which it is an Affiliate) ceases to be a Lender, the Facility
         Agent must (in consultation with the Parent) appoint another Lender or
         an Affiliate of a Lender to replace that Reference Bank.

(b)      If at any time there are more than two Lenders, but only two Reference
         Banks, the Facility Agent may (in consultation with the Parent) appoint
         another Lender or an Affiliate of a Lender as an additional Reference
         Bank.

29.      DISCLOSURE OF INFORMATION

(a)      Each Finance Party must keep confidential any information supplied to
         it by or on behalf of any Obligor in connection with the Finance
         Documents. However, a Finance Party is entitled to disclose
         information:

         (i)      which is publicly available, other than as a result of a
                  breach by that Finance Party of this Clause;

         (ii)     in connection with any legal or arbitration proceedings;

         (iii)    if required to do so under any law or regulation;

         (iv)     to a governmental, banking, taxation or other regulatory
                  authority;

                                       68
<PAGE>

         (v)      to its professional advisers;

         (vi)     to another Obligor;

         (vii)    to the extent allowed under paragraph (b) below; or

         (viii)   with the agreement of the relevant Obligor.

(b)      A Finance Party may disclose to an Affiliate or any person with whom it
         may enter, or has entered into, any kind of transfer, participation or
         other agreement in relation to this Agreement (a PARTICIPANT):

         (i)      a copy of any Finance Document; and

         (ii)     any information which that Finance Party has acquired under or
                  in connection with any Finance Document.

         However, before a participant may receive any confidential information,
         it must agree with the relevant Finance Party to keep that information
         confidential on the terms of paragraph (a) above.

(c)      This Clause supersedes any previous confidentiality undertaking given
         by a Finance Party in connection with this Agreement prior to it
         becoming a Party.

30.      SET-OFF

         A Finance Party may set off any matured obligation owed to it by an
         Obligor under the Finance Documents (to the extent beneficially owned
         by that Finance Party) against any obligation (whether or not matured)
         owed by that Finance Party to that Obligor, regardless of the place of
         payment, booking branch or currency of either obligation. If the
         obligations are in different currencies, the Finance Party may convert
         either obligation at a market rate of exchange in its usual course of
         business for the purpose of the set-off.

31.      PRO RATA SHARING

31.1     REDISTRIBUTION

         If any amount owing by an Obligor under this Agreement to a Lender (the
         RECOVERING LENDER) is discharged by payment, set-off or any other
         manner other than through the Facility Agent under this Agreement (a
         RECOVERY), then:

         (a)      the recovering Lender must, within three Business Days, supply
                  details of the recovery to the Facility Agent;

         (b)      the Facility Agent must calculate whether the recovery is in
                  excess of the amount which the recovering Lender would have
                  received if the recovery had been received by the Facility
                  Agent under this Agreement; and

         (c)      the recovering Lender must pay to the Facility Agent an amount
                  equal to the excess (the REDISTRIBUTION).

                                       69
<PAGE>

31.2     EFFECT OF REDISTRIBUTION

(a)      The Facility Agent must treat a redistribution as if it were a payment
         by the relevant Obligor under this Agreement and distribute it among
         the Lenders, other than the recovering Lender, accordingly.

(b)      When the Facility Agent makes a distribution under paragraph (a) above,
         the recovering Lender will be subrogated to the rights of the Finance
         Parties which have shared in that redistribution.

(c)      If and to the extent that the recovering Lender is not able to rely on
         any rights of subrogation under paragraph (b) above, the relevant
         Obligor will owe the recovering Lender a debt which is equal to the
         redistribution, immediately payable and of the type originally
         discharged.

(d)      If:

         (i)      a recovering Lender must subsequently return a recovery, or an
                  amount measured by reference to a recovery, to an Obligor; and

         (ii)     the recovering Lender has paid a redistribution in relation to
                  that recovery,

         each Finance Party must reimburse the recovering Lender all or the
         appropriate portion of the redistribution paid to that Finance Party,
         together with interest for the period while it held the
         re-distribution. In this event, the subrogation in paragraph (b) above
         will operate in reverse to the extent of the reimbursement.

31.3     EXCEPTIONS

         Notwithstanding any other term of this Clause, a recovering Lender need
         not pay a redistribution to the extent that:

         (a)      it would not, after the payment, have a valid claim against
                  the relevant Obligor in the amount of the redistribution; or

         (b)      it would be sharing with another Finance Party any amount
                  which the recovering Lender has received or recovered as a
                  result of legal or arbitration proceedings, where:

                  (i)      the recovering Lender notified the Facility Agent of
                           those proceedings; and

                  (ii)     the other Finance Party had an opportunity to
                           participate in those proceedings but did not do so or
                           did not take separate legal or arbitration
                           proceedings as soon as reasonably practicable after
                           receiving notice of them.

32.      SEVERABILITY

         If a term of a Finance Document is or becomes illegal, invalid or
         unenforceable in any jurisdiction, that shall not affect:

         (a)      the legality, validity or enforceability in that jurisdiction
                  of any other term of the Finance Documents; or

         (b)      the legality, validity or enforceability in other
                  jurisdictions of that or any other term of the Finance
                  Documents.

                                       70
<PAGE>

33.      COUNTERPARTS

         Each Finance Document may be executed in any number of counterparts.
         This has the same effect as if the signatures on the counterparts were
         on a single copy of the Finance Document.

34.      NOTICES

34.1     IN WRITING

(a)      Any communication in connection with a Finance Document must be in
         writing and, unless otherwise stated, may be given:

         (i)      in person or by post, fax, e-mail or any other electronic
                  communication approved by the Facility Agent; or

         (ii)     if between the Facility Agent and a Lender and the Facility
                  Agent and the Lender agree, by e-mail or other electronic
                  communication.

(b)      A Request may only be given by post or by fax.

(c)      For the purpose of the Finance Documents, an electronic communication
         will be treated as being in writing.

(d)      Unless it is agreed to the contrary, any consent or agreement required
         under a Finance Document must be given in writing.

34.2     CONTACT DETAILS

(a)      Except as provided below, the contact details of each Party for all
         communications in connection with the Finance Documents are those
         notified by that Party for this purpose to the Facility Agent on or
         before the date it becomes a Party.

(b)      The contact details of the Parent for this purpose are:

         Address:     4 Adelaide Street, Dun Laoghaire, County Dublin, Republic
                      of Ireland
         Fax number:  028 383 315 00
         E-mail:      geoffrey.elliott@galenplc.com
         Attention:   Geoffrey Elliott

(c)      The contact details of the Borrower for this purpose are:

         Address:     Seagoe Industrial Estate, Craigavon, County Armagh,
                      Northern Ireland BT63 5US
         Fax number:  028 383 315 00
         E-mail:      david.kelly@galenplc.com
         Attention:   David Kelly

(d)      The contact details of the Facility Agent for this purpose are:

         Address:     Bank of Ireland Corporate Banking,
                      Block B, Bank of Ireland
                      Head Office, Lower Baggot Street
                      Dublin 2, Ireland
         Fax number:  00 353 1 604 4240

                                       71
<PAGE>

         E-mail:      fergus.mcdonald@boimail.com, frances.collins@boimail.com
         Attention:   Fergus McDonald, Frances Collins

(e)      Any Party may change its contact details by giving five Business Days'
         notice to the Facility Agent or (in the case of the Facility Agent) to
         the other Parties.

(f)      Where a Party nominates a particular department or officer to receive a
         communication, a communication will not be effective if it fails to
         specify that department or officer.

34.3     EFFECTIVENESS

(a)      Except as provided below, any communication in connection with a
         Finance Document will be deemed to be given as follows:

         (i)      if delivered in person, at the time of delivery;

         (ii)     if posted, five days after being deposited in the post,
                  postage prepaid, in a correctly addressed envelope;

         (iii)    if by fax, when received in legible form; and

         (iv)     if by e-mail or any other electronic communication, when
                  received in legible form.

(b)      A communication given under paragraph (a) above but received on a
         non-working day or after business hours in the place of receipt will
         only be deemed to be given on the next working day in that place.

(c)      A communication to the Facility Agent will only be effective on actual
         receipt by it.

34.4     OBLIGORS

(a)      All communications under the Finance Documents to or from an Obligor
         must be sent through the Facility Agent.

(b)      All communications under the Finance Documents to or from an Obligor
         (other than the Parent) must be sent through the Parent.

(c)      Each Obligor (other than the Parent) irrevocably appoints the Parent to
         act as its agent:

         (i)      to give and receive all communications under the Finance
                  Documents;

         (ii)     to supply all information concerning itself to any Finance
                  Party; and

         (iii)    to sign all documents under or in connection with the Finance
                  Documents.

(d)      Any communication given to the Parent in connection with a Finance
         Document will be deemed to have been given also to the other Obligors.

(e)      The Facility Agent may assume that any communication made by the Parent
         is made with the consent of each other Obligor.

35.      LANGUAGE

(a)      Any notice given in connection with a Finance Document must be in
         English.

                                       72
<PAGE>

(b)      Any other document provided in connection with a Finance Document must
         be:

         (i)      in English; or

         (ii)     (unless the Facility Agent otherwise agrees) accompanied by a
                  certified English translation. In this case, the English
                  translation prevails unless the document is a statutory or
                  other official document.

36.      GOVERNING LAW

         This Agreement is governed by English law.

37.      ENFORCEMENT

37.1     JURISDICTION

(a)      The English courts have exclusive jurisdiction to settle any dispute in
         connection with any Finance Document.

(b)      The English courts are the most appropriate and convenient courts to
         settle any such dispute and each Obligor waives objection to those
         courts on the grounds of inconvenient forum or otherwise in relation to
         proceedings in connection with any Finance Document.

(c)      This Clause is for the benefit of the Finance Parties only. To the
         extent allowed by law, a Finance Party may take:

         (i)      proceedings in any other court; and

         (ii)     concurrent proceedings in any number of jurisdictions.

37.2     SERVICE OF PROCESS

(a)      Each Obligor not incorporated in England and Wales irrevocably appoints
         Galen Rhodes Ltd of Broadwalk House, 5 Appold Street, London EC2A 2HA
         as its agent under the Finance Documents for service of process in any
         proceedings before the English courts.

(b)      If any person appointed as process agent is unable for any reason to
         act as agent for service of process, the Parent (on behalf of all the
         Obligors) must immediately appoint another agent on terms acceptable to
         the Facility Agent. Failing this, the Facility Agent may appoint
         another agent for this purpose.

(c)      Each Obligor agrees that failure by a process agent to notify it of any
         process will not invalidate the relevant proceedings.

(d)      This Clause does not affect any other method of service allowed by law.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.

                                       73
<PAGE>

                                   SIGNATORIES

BORROWER

GALEN (CHEMICALS) LIMITED

By:  GEOFFREY ELLIOTT

PARENT

GALEN HOLDINGS PLC

By:  GEOFFREY ELLIOTT

ORIGINAL GUARANTORS

GALEN HOLDINGS PLC

By:  GEOFFREY ELLIOTT

GALEN (UK) LIMITED

By:  GEOFFREY ELLIOTT

GALEN LIMITED

By:  GEOFFREY ELLIOTT

ARRANGERS

ABN AMRO BANK N.V.

By:  PETER ELLEMANN     KEVIN RIMMER

BARCLAYS CAPITAL
(the investment banking division of Barclays Bank PLC)

By:  NIELS PEDERSEN

                                       74
<PAGE>


THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

By:  FRANCES COLLINS    FERGUS MCDONALD
     (Senior Manager)   (Director)

ORIGINAL LENDERS

ABN AMRO BANK N.V.

By:  PETER ELLEMANN     KEVIN RIMMER

BARCLAYS BANK PLC

By:  PETER ELLEMANN     KEVIN RIMMER

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

By:  FRANCES COLLINS    FERGUS MCDONALD
     (Senior Manager)   (Director)

FACILITY AGENT

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

By:  FRANCES COLLINS    FERGUS MCDONALD
     (Senior Manager)   (Director)

                                       75