<PAGE>
                                                                   EXHIBIT 10.11

                                CREDIT AGREEMENT


                           Dated as of March 28, 2002


                                     among


                                 aaiPHARMA INC.
                                  as Borrower


                  CERTAIN OF THE SUBSIDIARIES OF THE BORROWER
                         FROM TIME TO TIME PARTY HERETO
                                 as Guarantors


                               THE OTHER LENDERS
                         FROM TIME TO TIME PARTY HERETO


                                      and


                             BANK OF AMERICA, N.A.
                            as Administrative Agent

                                   ---------

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

             FIRST UNION SECURITIES, INC. d/b/a WACHOVIA SECURITIES

                                      and

                            CIBC WORLD MARKETS CORP.
                            as Co-Syndication Agents

                                      and
                      GENERAL ELECTRIC CAPITAL CORPORATION
                             as Documentation Agent


<PAGE>


<TABLE>
<S>                                                                                                              <C>
SECTION 1  DEFINITIONS............................................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Computation of Time Periods....................................................................31
         1.3      Accounting Terms...............................................................................31

SECTION 2  CREDIT FACILITIES.....................................................................................32
         2.1      Revolving Loans................................................................................32
         2.2      Swing Line Loans Subfacility...................................................................34
         2.3      Term Loan......................................................................................36
         2.4      Letter of Credit Subfacility...................................................................38

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................................................43
         3.1      Default Rate...................................................................................43
         3.2      Extension and Conversion.......................................................................43
         3.3      Prepayments....................................................................................44
         3.4      Termination and Reduction of Revolving Committed Amount........................................47
         3.5      Fees...........................................................................................48
         3.6      Capital Adequacy...............................................................................49
         3.7      Limitation on Eurodollar Loans.................................................................50
         3.8      Illegality.....................................................................................50
         3.9      Requirements of Law............................................................................51
         3.10     Treatment of Affected Loans....................................................................52
         3.11     Taxes..........................................................................................52
         3.12     Compensation...................................................................................54
         3.13     Pro Rata Treatment.............................................................................55
         3.14     Sharing of Payments............................................................................56
         3.15     Payments, Computations, Etc....................................................................57
         3.16     Evidence of Debt...............................................................................59
         3.17     Mandatory Assignment...........................................................................59

SECTION 4  GUARANTY..............................................................................................60
         4.1      The Guaranty...................................................................................60
         4.2      Obligations Unconditional......................................................................60
         4.3      Reinstatement..................................................................................61
         4.4      Certain Additional Waivers.....................................................................62
         4.5      Remedies.......................................................................................62
         4.6      Rights of Contribution.........................................................................62
         4.7      Guarantee of Payment; Continuing Guarantee.....................................................63

SECTION 5  CONDITIONS............................................................................................63
         5.1      Closing Conditions.............................................................................63
         5.2      Conditions to all Extensions of Credit.........................................................68
</TABLE>


                                       i
<PAGE>


<TABLE>
<S>                                                                                                              <C>
SECTION 6  REPRESENTATIONS AND WARRANTIES........................................................................69
         6.1      Financial Condition............................................................................69
         6.2      No Material Change.............................................................................70
         6.3      Organization and Good Standing.................................................................70
         6.4      Power; Authorization; Enforceable Obligations..................................................70
         6.5      No Conflicts...................................................................................71
         6.6      No Default.....................................................................................71
         6.7      Ownership of Properties........................................................................71
         6.8      Indebtedness...................................................................................72
         6.9      Litigation.....................................................................................72
         6.10     Taxes..........................................................................................72
         6.11     Compliance with Law............................................................................72
         6.12     ERISA..........................................................................................73
         6.13     Corporate Structure; Capital Stock, etc........................................................74
         6.14     Governmental Regulations, Etc..................................................................74
         6.15     Purpose of Loans and Letters of Credit.........................................................75
         6.16     Environmental Matters..........................................................................75
         6.17     Intellectual Property..........................................................................76
         6.18     Solvency.......................................................................................76
         6.19     Investments....................................................................................77
         6.20     Business Locations.............................................................................77
         6.21     Disclosure.....................................................................................77
         6.22     No Burdensome Restrictions.....................................................................77
         6.23     Brokers' Fees..................................................................................77
         6.24     Labor Matters..................................................................................77
         6.25     Nature of Business.............................................................................77
         6.26     Transactions with Affiliates...................................................................78

SECTION 7  AFFIRMATIVE COVENANTS.................................................................................78
         7.1      Information Covenants..........................................................................78
         7.2      Preservation of Existence and Franchises.......................................................82
         7.3      Books and Records..............................................................................82
         7.4      Compliance with Law............................................................................82
         7.5      Payment of Taxes and Other Claims..............................................................82
         7.6      Insurance......................................................................................83
         7.7      Maintenance of Property........................................................................83
         7.8      Use of Proceeds................................................................................84
         7.9      Audits/Inspections.............................................................................84
         7.10     Financial Covenants............................................................................84
         7.11     Additional Guarantors..........................................................................85
         7.12     Pledged Assets.................................................................................86
         7.13     Post-Closing Deliveries........................................................................86
         7.14     Interest Rate Protection.......................................................................87

SECTION 8  NEGATIVE COVENANTS....................................................................................87
         8.1      Indebtedness...................................................................................87
         8.2      Liens..........................................................................................89
</TABLE>


                                      ii
<PAGE>


<TABLE>
<S>                                                                                                             <C>
         8.3      Nature of Business.............................................................................91
         8.4      Consolidation, Merger, Dissolution, etc........................................................91
         8.5      Asset Dispositions.............................................................................92
         8.6      Investments....................................................................................93
         8.7      Restricted Payments............................................................................96
         8.8      Other Indebtedness.............................................................................96
         8.9      Transactions with Affiliates...................................................................97
         8.10     Fiscal Year; Organizational Documents..........................................................97
         8.11     Limitation on Restricted Actions...............................................................97
         8.12     Ownership of Subsidiaries......................................................................98
         8.13     Sale Leasebacks................................................................................98
         8.14     Capital Expenditures...........................................................................98
         8.15     No Further Negative Pledges....................................................................98
         8.16     Operating Lease Obligations....................................................................99

SECTION 9  EVENTS OF DEFAULT.....................................................................................99
         9.1      Events of Default..............................................................................99
         9.2      Acceleration; Remedies........................................................................102

SECTION 10  AGENCY PROVISIONS...................................................................................102
         10.1     Appointment and Authorization of Administrative Agent.........................................102
         10.2     Delegation of Duties..........................................................................103
         10.3     Liability of Administrative Agent.............................................................103
         10.4     Reliance by Administrative Agent..............................................................104
         10.5     Notice of Default.............................................................................104
         10.6     Credit Decision; Disclosure of Information by Administrative Agent............................105
         10.7     Indemnification of Administrative Agent.......................................................105
         10.8     Administrative Agent in its Individual Capacity...............................................106
         10.9     Successor Administrative Agent................................................................106
         10.10    Other Agents; Lead Managers...................................................................107

SECTION 11  MISCELLANEOUS.......................................................................................107
         11.1     Notices.......................................................................................107
         11.2     Right of Set-Off; Adjustments.................................................................108
         11.3     Successors and Assigns........................................................................109
         11.4     No Waiver; Remedies Cumulative................................................................112
         11.5     Expenses; Indemnification.....................................................................112
         11.6     Amendments, Waivers and Consents..............................................................113
         11.7     Counterparts..................................................................................115
         11.8     Headings......................................................................................115
         11.9     Survival......................................................................................115
         11.10    Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial........................115
         11.11    Severability..................................................................................116
         11.12    Entirety......................................................................................116
         11.13    Binding Effect; Termination...................................................................116
         11.14    Confidentiality...............................................................................117
         11.15    Source of Funds...............................................................................118
         11.16    Regulation D..................................................................................118
         11.17    Conflict......................................................................................119
</TABLE>


                                      iii
<PAGE>


                                   SCHEDULES

Schedule 1.1          Excluded Property
Schedule 2.1(a)       Lenders
Schedule 2.4(a)       Existing Letters of Credit
Schedule 6.3          Foreign Qualification Exceptions
Schedule 6.4          Required Consents, Authorizations, Notices and Filings
Schedule 6.7          Ownership of Properties
Schedule 6.9          Litigation
Schedule 6.12         ERISA
Schedule 6.13A        Description of Corporate Capital and Ownership Structure
Schedule 6.13B        Subsidiaries
Schedule 6.16         Environmental Disclosures
Schedule 6.17         Intellectual Property
Schedule 6.20(a)      Real Properties
Schedule 6.20(b)      Tangible Personal Property Locations
Schedule 6.20(c)      Chief Executive Offices/Principal Places of Business
Schedule 6.24         Labor Matters
Schedule 6.26         Affiliate Transactions
Schedule 7.6          Insurance
Schedule 8.1          Indebtedness
Schedule 8.2          Liens
Schedule 8.6          Investments
Schedule 8.9          Transactions with Affiliates
Schedule 8.11         Limitation on Restricted Actions
Schedule 8.13         Potential Sale Leasebacks


                                    EXHIBITS

Exhibit 2.1(b)(i)     Form of Notice of Borrowing
Exhibit 2.1(e)        Form of Revolving Note
Exhibit 2.2(b)        Form of Swing Line Loan Request
Exhibit 2.2(e)        Form of Swing Line Note
Exhibit 2.3(f)        Form of Term Note
Exhibit 3.2           Form of Notice of Extension/Conversion
Exhibit 7.1(d)        Form of Officer's Compliance Certificate
Exhibit 7.11          Form of Joinder Agreement
Exhibit 11.3          Form of Assignment and Assumption Agreement


                                      iv
<PAGE>


                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of March 28, 2002 (as amended,
modified, restated or supplemented from time to time, the "Credit Agreement"),
is by and among AAIPHARMA INC., formerly Applied Analytical Industries, Inc., a
Delaware corporation (the "Borrower"), the Guarantors (as defined herein), the
Lenders (as defined herein) from time to time party hereto and BANK OF AMERICA,
N.A. ("Bank of America"), as Administrative Agent for the Lenders (in such
capacity, the "Administrative Agent").

                                  WITNESSETH

            WHEREAS, the Borrower and the Guarantors have requested the Lenders
to provide a senior credit facility to the Borrower in the aggregate principal
amount of up to $175,000,000; and

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

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


                                   SECTION 1

                                  DEFINITIONS

            1.1   DEFINITIONS.

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

                  "Acquisition", by any Person, means the acquisition by such
         Person of all of the Capital Stock, all or substantially all of the
         Property or all or substantially all of the intellectual property
         rights to a pharmaceutical product or product line of another Person,
         whether or not involving a merger or consolidation with such other
         Person.

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

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

                  "Administrative Questionnaire" means an Administrative
         Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to any Person, any other
         Person (i) directly or indirectly controlling or controlled by or
         under direct or indirect common control with such Person or (ii)
         directly or indirectly owning or holding ten percent (10%) or more of
         the Voting Stock in such Person. For purposes of this definition,
         "control" when used with


<PAGE>


         respect to any Person means the power to direct the management and
         policies of such Person, directly or indirectly, whether through the
         ownership of voting securities, by contract or otherwise; and the
         terms "controlling" and "controlled" have meanings correlative to the
         foregoing.

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

                  "Administrative Agent" shall have the meaning assigned to
         such term in the heading hereof, together with any permitted
         successors or assigns.

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

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

                  "Applicable Percentage" means, for purposes of calculating
         the applicable interest rate for any day for Revolving Loans or Term
         Loans, the applicable rate of the Unused Fee for any day for purposes
         of Section 3.5(a) or the applicable rate of the Letter of Credit Fee
         for any day for purposes of Section 3.5(c), the appropriate applicable
         percentage corresponding to the relevant Total Leverage Ratio set
         forth below:

<TABLE>
<CAPTION>
                                                                              APPLICABLE PERCENTAGES
                                         ------------------------------------------------------------------------------------------
                                            FOR REVOLVING LOANS                  FOR TERM LOANS
                                         -------------------------         ----------------------------       FOR     FOR LETTER OF
PRICING            TOTAL LEVERAGE        EURODOLLAR      BASE RATE         EURODOLLAR         BASE RATE      UNUSED    CREDIT FEES
 LEVEL                 RATIO               LOANS          LOANS               LOANS             LOANS         FEE
<S>             <C>                      <C>             <C>               <C>                <C>               <C>      <C>
     1          Greater than 3.75:1.0       4.00%          3.00%             4.50%              3.50%         0.50%       4.00%

     2          Less than or equal to       3.75%          2.75%             4.50%              3.50%         0.50%       3.75%
                3.75:1.0, but greater
                    than 3.25:1.0

     3          Less than or equal to       3.50%          2.50%             4.50%              3.50%         0.50%       3.50%
                3.25:1.0, but greater
                    than 2.75:1.0

     4          Less than or equal to       3.00%          2.00%             4.50%              3.50%         0.50%       3.00%
                2.75:1.0, but greater
                    than 2.25:1.0

     5          Less than or equal to       2.50%          1.50%             4.50%              3.50%         0.50%       2.50%
                       2.25:1.0
</TABLE>


                                       2
<PAGE>


                  The Applicable Percentages shall be determined and adjusted
         quarterly on the date (each a "Calculation Date") five Business Days
         after the date by which the Credit Parties are required to provide the
         officer's certificate in accordance with the provisions of Section
         7.1(d) for the most recently ended fiscal quarter of the Consolidated
         Parties; provided, however, that:

                           (i)      the initial Applicable Percentages shall be
                  based on Pricing Level 2 (as shown above) and shall remain at
                  Pricing Level 2 until the Calculation Date for the fiscal
                  quarter of the Consolidated Parties ending on September 30,
                  2002, on and after which time the Applicable Percentages
                  shall be determined by the Total Leverage Ratio as of the
                  last day of the most recently ended fiscal quarter of the
                  Consolidated Parties preceding the applicable Calculation
                  Date;

                           (ii)     if the Credit Parties fail to provide the
                  officer's certificate to the Agency Services Address as
                  required by Section 7.1(d) for the last day of the most
                  recently ended fiscal quarter of the Consolidated Parties
                  preceding the applicable Calculation Date, the Applicable
                  Percentage from such Calculation Date shall be based on
                  Pricing Level 1 until such time as an appropriate officer's
                  certificate is provided, whereupon the Pricing Level shall be
                  determined by the Total Leverage Ratio as of the last day of
                  the most recently ended fiscal quarter of the Consolidated
                  Parties preceding such Calculation Date; and

                           (iii)    on December 31, 2002 and every six months
                  thereafter, the respective Applicable Percentages for
                  Eurodollar Loans, Base Rate Loans and Letter of Credit Fees
                  shall be increased by 0.25% over the otherwise applicable
                  rate if, as of such date, the aggregate principal amount of
                  the Term Loan has not been reduced (from the amount funded on
                  the Closing Date) by at least the sum of (x) $50.0 million
                  plus (y) with respect to any such date after December 31,
                  2002, the aggregate amount of all scheduled amortization of
                  the Term Loan for the period from January 1, 2003 through
                  such date pursuant to Section 2.3(d) (such amount of the
                  threshold reduction of the Term Loan being referred to herein
                  as the "Reduction Amount") (e.g., if the aggregate principal
                  amount of the Term Loan has not been reduced, to $50.0
                  million or less by December 31, 2002, then the respective
                  Applicable Percentages for Eurodollar Loans, Base Rate Loans
                  and Letter of Credit Fees shall be increased by 0.25% as of
                  such date). Notwithstanding the foregoing, once the Term Loan
                  has been reduced by the Reduction Amount, the pricing
                  increases specified in clause (ii) above shall no longer be
                  in effect and calculation of the Applicable Percentage shall
                  be based solely upon the grid set forth above. Except as set
                  forth in the preceding sentence, each Applicable Percentage
                  shall be effective from one Calculation Date until the next
                  Calculation Date. Any adjustment in the Applicable
                  Percentages shall be applicable to all existing Revolving
                  Loans, Term Loans and Letters of Credit as well as any new
                  Revolving Loans, Term Loans and Letters of Credit made or
                  issued.

                  "Application Period" means, in respect of any Asset
         Disposition, the period of 180 days (or such earlier date as provided
         for reinvestment of the proceeds thereof under the documents
         evidencing or governing any Subordinated Indebtedness) following the
         consummation of such Asset Disposition; provided that such 180 day
         period may be


                                       3
<PAGE>


         extended for not more than an additional 90 days if (i) the applicable
         Credit Party is diligently pursuing a specific Eligible Reinvestment
         in good faith but can not complete such Eligible Reinvestment within
         the initial 180 day period and (ii) the Borrower is not otherwise in
         Default.

                  "Approved Fund" means any Person (other than a natural
         Person) that is (or will be) engaged in making, purchasing, holding or
         otherwise investing in commercial loans and similar extensions of
         credit in the ordinary course of its business that is administered or
         managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
         or an Affiliate of an entity that administers or manages a Lender.

                  "Arranger" means Banc of America Securities LLC, in its
         capacity as sole lead arranger and sole book manager.

                  "Asset Disposition" means any disposition (including pursuant
         to a Sale and Leaseback Transaction) of any or all of the Property
         (including without limitation the Capital Stock of a Subsidiary) of
         any Consolidated Party whether by sale, lease, licensing, transfer or
         otherwise, but other than pursuant to any casualty or condemnation
         event; provided, however, that an Equity Issuance shall not constitute
         an Asset Disposition.

                  "Asset Disposition Prepayment Event" means, with respect to
         any Asset Disposition other than an Excluded Asset Disposition, the
         failure of the Credit Parties to apply (or cause to be applied) the
         Net Cash Proceeds of such Asset Disposition to Eligible Reinvestments
         during the Application Period for such Asset Disposition.

                  "Assignment and Assumption Agreement" means an Assignment and
         Assumption Agreement substantially in the form of Exhibit 11.3.

                  "Availability" means, as of any date of determination, (i)
         the Revolving Committed Amount as of such date minus (ii) the
         aggregate principal amount of outstanding Revolving Loans and Swing
         Line Loans on such date minus (iii) LOC Obligations outstanding on
         such date.

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

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

                  "Bankruptcy Event" means, with respect to any Person, the
         occurrence of any of the following: (i) the entry of a decree or order
         for relief by a court or governmental agency in an involuntary case
         under any applicable bankruptcy, insolvency or other similar law now
         or hereafter in effect, or the appointment by a court or governmental
         agency of a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of such Person or for any
         substantial part of its Property or the ordering of the winding up or
         liquidation of its affairs by a court or governmental agency; or (ii)
         the commencement against such Person of an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or of any case, proceeding or other action for
         the appointment of a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of such


                                       4
<PAGE>


         Person or for any substantial part of its Property or for the winding
         up or liquidation of its affairs, and such involuntary case or other
         case, proceeding or other action shall remain undismissed for a period
         of sixty (60) consecutive days, or the repossession or seizure by a
         creditor of such Person of a substantial part of its Property; or
         (iii) such Person shall commence a voluntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in
         effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment of
         or the taking possession by a receiver, liquidator, assignee, secured
         creditor, custodian, trustee, sequestrator (or similar official) of
         such Person or for any substantial part of its Property or make any
         general assignment for the benefit of creditors; or (iv) such Person
         shall be unable to, or shall admit in writing its inability to, pay
         its debts generally as they become due.

                  "Base Rate" means, for any day, a fluctuating rate per annum
         equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and
         (b) the Prime Rate in effect on such day.

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

                  "Borrower" means the Person identified as such in the heading
         hereof, together with any permitted successors and assigns.

                  "Brethine Product" means the intangible assets, assumed
         customer orders and specified inventory of Novartis Pharmaceuticals
         Corporation and/or its subsidiaries associated with the following
         terbutaline sulfate products marketed and sold for use in conducting
         business in the United States and Puerto Rico under the trademark
         "Brethine(R)", in all dosage strengths: (i) Brethine(R) tablets and
         (ii) Brethine(R) intravenous ampules.

                  "Brethine Purchase Agreement" means that certain Asset
         Purchase Agreement by and among Novartis Pharmaceuticals Corporation,
         Novartis Corporation and NeoSan Pharmaceuticals Inc., dated as of
         December 13, 2001, as amended.

                  "Brethine Transaction" means the Borrower's acquisition of
         the Brethine Product from Novartis Pharmaceuticals Corporation and/or
         Novartis Corporation and/or their subsidiaries pursuant to the
         Brethine Purchase Agreement (including all schedules and exhibits
         thereto and, if applicable, any contemplated seller financing and/or
         third-party service or supply agreement).

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

                  "Businesses" means, at any time, a collective reference to
         the businesses operated by the Consolidated Parties at such time.


                                       5
<PAGE>


                  "Calculation Date" shall have the meaning assigned to such
         term in the definition of Applicable Percentage.

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

                  "Capital Stock" means (i) in the case of a corporation,
         capital stock, (ii) in the case of an association or business entity,
         any and all shares, interests, participations, rights or other
         equivalents (however designated) of capital stock, (iii) in the case
         of a partnership, partnership interests (whether general or limited),
         (iv) in the case of a limited liability company, membership interests
         and (v) any other interest or participation that confers on a Person
         the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person (other than cash
         performance bonuses and similar compensation arrangements not
         constituting equity).

                  "Cash Equivalents" means, as at any date, (a) securities
         issued or directly and fully guaranteed or insured by the United
         States or any agency or instrumentality thereof (provided that the
         full faith and credit of the United States is pledged in support
         thereof) having maturities of not more than twelve months from the
         date of acquisition, (b) Dollar denominated time deposits and
         certificates of deposit of (i) any Lender, (ii) any domestic
         commercial bank of recognized standing having capital and surplus in
         excess of $500,000,000 or (iii) any bank whose short-term commercial
         paper rating from S&P is at least A-1 or the equivalent thereof or
         from Moody's is at least P-1 or the equivalent thereof (any such bank
         being an "Approved Bank"), in each case with maturities of not more
         than 270 days from the date of acquisition, (c) commercial paper and
         variable or fixed rate notes issued by any Approved Bank (or by the
         parent company thereof) or any variable rate notes issued by, or
         guaranteed by, any domestic corporation rated A-1 (or the equivalent
         thereof) or better by S&P or P-1 (or the equivalent thereof) or better
         by Moody's and maturing within six months of the date of acquisition,
         (d) repurchase agreements entered into by any Person with a bank or
         trust company (including any of the Lenders) or recognized securities
         dealer having capital and surplus in excess of $500,000,000 for direct
         obligations issued by or fully guaranteed by the United States in
         which such Person shall have a perfected first priority security
         interest (subject to no other Liens) and having, on the date of
         purchase thereof, a fair market value of at least 100% of the amount
         of the repurchase obligations and (e) Investments, classified in
         accordance with GAAP as current assets, in money market investment
         programs registered under the Investment Company Act of 1940, as
         amended, which are administered by reputable financial institutions
         having capital of at least $500,000,000 and at least 95% of the
         portfolios of which are limited to Investments of the character
         described in the foregoing subdivisions (a) through (d).

                  "Change of Control" means any of the following events: (a)
         the sale, lease, transfer or other disposition (other than by way of
         merger or consolidation), in one or a series of related transactions,
         of all or substantially all of the assets of the Borrower and its
         Subsidiaries taken as a whole to any "person" or "group" (within the
         meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange
         Act), (b) any "person" or "group" (within the meaning of Sections
         13(d) and 14(d)(2) of the Securities Exchange Act) other than
         Frederick D. Sancilio or his Related Parties, shall have acquired
         beneficial ownership,


                                       6
<PAGE>


         directly or indirectly, of, or shall have acquired by contract or
         otherwise, or shall have entered into a contract or arrangement that,
         upon consummation, will result in its or their acquisition of, or
         control over, 35% or more of the outstanding Voting Stock of the
         Borrower, (c) Continuing Directors shall fail to constitute a majority
         of the members of the board of directors of the Borrower or (d) the
         occurrence of a "Change of Control" (or any comparable term) under,
         and as defined in, the documents evidencing or governing any
         Subordinated Indebtedness. As used herein, "beneficial ownership"
         shall have the meaning provided in Rule 13d-3 of the Securities and
         Exchange Commission under the Securities Exchange Act.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any successor statute thereto, as interpreted by the rules and
         regulations issued thereunder, in each case as in effect from time to
         time. References to sections of the Code shall be construed also to
         refer to any successor sections.

                  "Collateral" means a collective reference to all real and
         personal Property (other than Excluded Property) with respect to which
         Liens in favor of the Administrative Agent are purported to be granted
         pursuant to and in accordance with the terms of the Collateral
         Documents.

                  "Collateral Documents" means a collective reference to the
         Pledge Agreement, the Security Agreement and the Mortgage Instruments.

                  "Commitment" means (i) with respect to each Lender, the
         Revolving Commitment of such Lender and the Term Loan Commitment of
         such Lender, (ii) with respect to the Swing Line Lender, the Swing
         Line Committed Amount and (iii) with respect to the Issuing Lender,
         LOC Commitments.

                  "Consolidated Capital Expenditures" means, as of any date for
         the applicable period ending on such date with respect to the
         Consolidated Parties on a consolidated basis, all capital
         expenditures, as determined in accordance with GAAP; provided,
         however, that Consolidated Capital Expenditures shall not include
         Eligible Reinvestments made with proceeds of any Involuntary
         Disposition or Permitted Asset Disposition.

                  "Consolidated Cash Taxes" means, as of any date for the
         applicable period ending on such date with respect to the Consolidated
         Parties on a consolidated basis, the aggregate of all taxes, as
         determined in accordance with GAAP, to the extent the same are paid in
         cash during such period.

                  "Consolidated EBITDA" means, as of any date, for the
         applicable period ending on such date with respect to the Consolidated
         Parties on a consolidated basis, the sum of (a) Consolidated Net
         Income, plus (b) an amount which, in the determination of Consolidated
         Net Income, has been deducted for (i) Consolidated Interest Expense,
         (ii) income, value-added, franchise and similar taxes, (iii)
         depreciation and amortization expense, (iv) any other non-cash
         expenses or charges (including non-cash amortization or write-offs of
         financing costs), (v) non-recurring cash charges and costs, not to
         exceed


                                       7
<PAGE>


         $13,000,000 in the aggregate for all periods, arising in connection
         with the Darvon Transaction, (viii) non-recurring cash charges and
         costs recognized in connection with Permitted Acquisitions and Asset
         Dispositions permitted under this Credit Agreement, to the extent such
         charges and costs are approved by the Administrative Agent and, if
         such charges and costs would exceed $2,000,000 in the aggregate for
         any period of four fiscal quarters (exclusive of charges and costs
         added back pursuant to clause (v) above), by the Required Lenders, and
         (ix) non-recurring cash charges and costs, not to exceed $5,000,000 in
         the aggregate for all periods subsequent to the Closing Date, arising
         in connection with the termination, settlement or write-down of
         Hedging Agreements, all as determined in accordance with GAAP minus
         (c) non-cash gains included in Consolidated Net Income minus (d)
         non-recurring cash gains included in Consolidated Net Income, to the
         extent such non-recurring cash gains exceed $1,000,000 in the
         aggregate for any period of four fiscal quarters.

                  "Consolidated Interest Expense" means, as of any date for the
         applicable period ending on such date with respect to the Consolidated
         Parties on a consolidated basis, interest expense paid in cash
         (including the amortization of debt discount and premium, the interest
         component under Capital Leases and all unused fees and similar ongoing
         fees), as determined in accordance with GAAP.

                  "Consolidated Net Income" means, as of any date for the
         applicable period ending on such date with respect to the Consolidated
         Parties on a consolidated basis, net income (excluding extraordinary
         items) after interest expense, income, value-added, franchise and
         similar taxes and depreciation and amortization, all as determined in
         accordance with GAAP.

                  "Consolidated Net Worth" means, as of any date with respect
         to the Consolidated Parties on a consolidated basis, shareholders'
         equity or net worth, as determined in accordance with GAAP.

                  "Consolidated Parties" means a collective reference to the
         Borrower and its Subsidiaries, and "Consolidated Party" means any one
         of them.

                  "Consolidated Rental Expense" means, as of any date for the
         applicable period ending on such date with respect to the Consolidated
         Parties on a consolidated basis, rental expense under Operating
         Leases, as determined in accordance with GAAP.

                  "Consolidated Scheduled Funded Debt Payments" means, as of
         any date for the applicable period ending on such date with respect to
         the Consolidated Parties on a consolidated basis, the sum of all
         scheduled payments of principal on Funded Indebtedness (including the
         implied principal component of payments due on Capital Leases and
         Synthetic Leases, but excluding voluntary prepayments or mandatory
         prepayments required pursuant to Section 3.3), as determined in
         accordance with GAAP.

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


                                       8
<PAGE>


                        "Continuing Director" means, as of any date of
            determination, any member of the board of directors of the Borrower
            who (x) was a member of the board of directors of the Borrower as
            of the Closing Date or (y) was nominated for election or elected to
            such board of directors with the approval of a majority of the
            Continuing Directors who were members of such board at the time of
            such nomination or election.

                  "Contractual Obligation" means, with respect to a Person, any
         provision of (i) any security issued by such Person, including
         provisions contained in the articles or certificate of incorporation
         or bylaws or other organizational or governing documents of such
         Person, or (ii) any agreement, franchise, license, lease, permit,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument or understanding to which such Person is a party or by
         which it or any of its assets or property is bound.

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

                  "Credit Documents" means a collective reference to this
         Credit Agreement, the Notes, each Joinder Agreement, the Fee Letters
         and the Collateral Documents (in each case as the same may be amended,
         modified, restated, supplemented, extended, renewed or replaced from
         time to time), and "Credit Document" means any one of them.

                  "Credit Facilities" shall have the meaning assigned to such
         term in the recitals hereto.

                  "Credit Parties" means a collective reference to the Borrower
         and the Guarantors, and "Credit Party" means any one of them.

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

                  "Darvon Product" means all right, title and interest in the
         United States and United States territorial rights to the Darvon-N(R),
         Darvon(R), Darvocet-N(R) branded product lines and certain related
         assets acquired by NeoSan from Eli Lilly and Company pursuant to the
         Darvon Purchase Agreement.

                  "Darvon Purchase Agreement" means that certain Asset Purchase
         Agreement by and among Eli Lilly and Company and NeoSan, dated as of
         February 18, 2002, as amended.


                                       9
<PAGE>


                  "Darvon Transaction" means the Borrower's acquisition of the
         Darvon Product from Eli Lilly and Company and/or its subsidiaries
         pursuant to the Darvon Transaction Documents.

                  "Darvon Transaction Documents" shall have the meaning
         assigned to such term in Section 5.1(j).

                  "Debt Issuance" means the issuance by any Consolidated Party
         of any Indebtedness of the type referred to in clause (a) or (b) of
         the definition thereof set forth in this Section 1.1.

                  "Debt Issuance Prepayment Event" means the receipt by any
         Consolidated Party of proceeds from any Debt Issuance other than an
         Excluded Debt Issuance.

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

                  "Defaulting Lender" means, at any time, any Lender that, as
         determined by the Administrative Agent, (a) has failed to make a Loan
         or purchase a Participation Interest required pursuant to the term of
         this Credit Agreement within one Business Day of when due, (b) other
         than as set forth in (a) above, has failed to pay to the
         Administrative Agent or any Lender an amount owed by such Lender
         pursuant to the terms of this Credit Agreement within one Business Day
         of when due, unless such amount is subject to a good faith dispute or
         (c) has been deemed insolvent or has become subject to a bankruptcy or
         insolvency proceeding or with respect to which (or with respect to any
         of the assets of which) a receiver, trustee or similar official has
         been appointed.

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

                  "Domestic Subsidiary" means any direct or indirect Subsidiary
         of the Borrower which is incorporated or organized under the laws of
         any State of the United States or the District of Columbia.

                  "Eligible Assignee" means (i) a Lender, (ii) an Affiliate of
         a Lender, (iii) an Approved Fund and (iv) any other Person (other than
         a natural Person) approved by the Administrative Agent and, unless a
         Default or Event of Default has occurred and is continuing, the
         Borrower (each such approval not to be unreasonably withheld or
         delayed), provided, however, that neither the Borrower nor an
         Affiliate of the Borrower shall qualify as an Eligible Assignee.

                  "Eligible Reinvestment" means (i) any acquisition (whether or
         not constituting a capital expenditure, but not constituting an
         Acquisition) of assets or any business (or any substantial part
         thereof) used or useful in the same or a similar line of business as
         the Borrower and its Subsidiaries were engaged in on the Closing Date
         (or any reasonable extensions or expansions thereof) and (ii) any
         Permitted Acquisition.

                  "Environmental Laws" means any and all lawful and applicable
         Federal, state, local and foreign statutes, laws (including, without
         limitation, the Comprehensive Environmental


                                      10
<PAGE>


         Response, Compensation and Liability Act of 1980, the Resource
         Conservation and Recovery Act of 1976, the Toxic Substances Control
         Act, the Water Pollution Control Act, the Clean Air Act and the
         Hazardous Materials Transportation Act), regulations, ordinances,
         rules, judgments, orders, decrees, permits, licenses, agreements or
         other governmental restrictions relating to the environment or to
         emissions, discharges, releases or threatened releases of pollutants,
         contaminants, chemicals, or industrial, toxic or hazardous substances
         or wastes into the environment including, without limitation, ambient
         air, surface water, ground water, or land, or otherwise relating to
         the manufacture, processing, distribution, use, treatment, storage,
         disposal, transport, or handling of pollutants, contaminants,
         chemicals, or industrial, toxic or hazardous substances or wastes.

                  "Equity Issuance" means any issuance by any Consolidated
         Party to any Person of (a) shares of its Capital Stock, (b) any shares
         of its Capital Stock pursuant to the exercise of options or warrants,
         (c) any shares of its Capital Stock pursuant to the conversion of any
         debt securities to equity or (d) any options or warrants relating to
         its Capital Stock. The term "Equity Issuance" shall not be deemed to
         include any Asset Disposition.

                  "Equity Issuance Prepayment Event" means the receipt by any
         Consolidated Party of proceeds from any Equity Issuance other than an
         Excluded Equity Issuance.

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

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

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by any Consolidated Party or any ERISA Affiliate from a
         Multiple Employer Plan during a plan year in which it was a
         substantial employer (as such term is defined in Section 4001(a)(2) of
         ERISA), or the termination of a Multiple Employer Plan; (iii) the
         distribution of a notice of intent to terminate or the actual
         termination of a Plan pursuant to Section 4041(a)(2) or 4041A of
         ERISA; (iv) the institution of proceedings to terminate or the actual
         termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any
         event or condition which might constitute grounds under Section 4042
         of ERISA for the termination of, or the appointment of a trustee to
         administer, any Plan; (vi) the complete or partial withdrawal of any
         Consolidated Party or any ERISA Affiliate from a Multiemployer Plan;
         (vii) the conditions for imposition of a lien under Section 302(f) of
         ERISA exist with respect to any Plan; or (viii) the adoption of an
         amendment to any Plan requiring the provision of security to such Plan
         pursuant to Section 307 of ERISA.

                  "Eurodollar Loan" means any Loan that bears interest at a
         rate based upon the Eurodollar Rate.


                                      11
<PAGE>


                  "Eurodollar Rate" means for any Interest Period with respect
         to any Eurodollar Loan, a rate per annum determined by the
         Administrative Agent to be equal to the quotient obtained by dividing
         (a) the Interbank Offered Rate by (b) 1 minus the Eurodollar Reserve
         Percentage.

                  "Eurodollar Reserve Percentage" means, for any day during any
         Interest Period, the reserve percentage (expressed as a decimal,
         rounded upward to the next 1/100th of 1%) in effect on such day,
         whether or not applicable to any Lender, under regulations issued from
         time to time by the Board of Governors of the Federal Reserve System
         for determining the maximum reserve requirement (including any
         emergency, supplemental or other marginal reserve requirement) with
         respect to Eurocurrency funding (currently referred to as
         "Eurocurrency liabilities"). The Eurodollar Rate for each outstanding
         Eurodollar Rate Loan shall be adjusted automatically as of the
         effective date of any change in the Eurodollar Reserve Percentage.

                  "Event of Default" shall have the meaning assigned to such
         term in Section 9.1.

                  "Excess Cash Flow" means, with respect to any fiscal year
         period of the Consolidated Parties on a consolidated basis, an amount
         equal to (a) Consolidated EBITDA minus (b) Consolidated Capital
         Expenditures that are not financed minus (c) Consolidated Interest
         Expense minus (d) Consolidated Cash Taxes minus (e) Consolidated
         Scheduled Funded Debt Payments minus (f) the amount of any voluntary
         and mandatory prepayments (other than mandatory prepayments required
         pursuant to Section 3.3(b)(vi)) of the Term Loan or (to the extent
         accompanied by a reduction in the Revolving Committed Amount) the
         Revolving Loans minus (g) the amount of Royalties paid during such
         fiscal year period minus (h) optional and mandatory prepayments
         permitted to be paid under this Credit Agreement on other Indebtedness
         permitted to be incurred under this Credit Agreement (to the extent
         accompanied by a concurrent commitment reduction), minus (i) the
         aggregate cash portion of the purchase price of any Permitted
         Acquisition or of any Investment permitted under Section 8.6(n), in
         each case that is not financed by the applicable Consolidated Party,
         minus (j) earnout and contingent payments related to Permitted
         Acquisitions that are paid in cash, minus (k) cash indemnity payments
         made to the sellers in connection with Permitted Acquisitions, minus
         (l) all non-cash deferred tax credits included in the determination of
         Consolidated EBITDA, minus (m) all amounts paid in respect of
         covenants not to compete, consulting agreements and other affiliated
         contracts in connection with Permitted Acquisitions, minus (n) the
         amount of all transaction fees and expenses incurred by the
         Consolidated Parties in connection with a Permitted Acquisition or an
         Investment permitted under Section 8.6, in each case with respect to
         clauses (j) - (n), to the extent such amounts would otherwise be
         included as Excess Cash Flow, and plus (o) non-recurring cash gains in
         excess of $1,000,000.

                  "Excess Proceeds" shall have the meaning assigned to such
         term in Section 7.6(b).

                  "Excluded Asset Disposition" means, with respect to any
         Consolidated Party, any Asset Disposition consisting of (i) the sale,
         lease, license, transfer or other disposition of Property in the
         ordinary course of such Consolidated Party's business (including
         without limitation, the sale, lease, license or transfer of
         intellectual property, know-how, developed pharmaceutical products,
         drug delivery technologies and pharmaceutical


                                      12
<PAGE>


         product development, research and testing results in the ordinary
         course of such Consolidated Party's business; provided, however, that
         it is expressly understood and agreed that any sale, lease, transfer
         or other disposition of any of the Brethine Product, the Darvon
         Product or the MVI/Aquasol Product, other than in connection with
         sales of inventory related thereto in the ordinary course of business,
         shall not constitute an Excluded Asset Disposition), (ii) the sale,
         lease, license, transfer or other disposition of machinery and
         equipment no longer used or useful in the conduct of such Consolidated
         Party's business, (iii) any sale, lease, license, transfer or other
         disposition of Property by such Consolidated Party to any Credit
         Party, provided that the Credit Parties shall cause to be executed and
         delivered such documents, instruments and certificates as the
         Administrative Agent may request so as to cause the Credit Parties to
         be in compliance with the terms of Section 7.12 after giving effect to
         such transaction, (iv) any Involuntary Disposition by such
         Consolidated Party, (v) any Asset Disposition by such Consolidated
         Party constituting a Permitted Investment, (vi) if such Consolidated
         Party is not a Credit Party, any sale, lease, license, transfer or
         other disposition of Property by such Consolidated Party to any
         Consolidated Party that is not a Credit Party, (vii) the settlement or
         write-offs of accounts receivable in the ordinary course of business
         consistent with past practices, (viii) the sale, lease, license or
         other disposition of Property in exchange transactions in which a
         Consolidated Party receives consideration with a fair market value at
         least equal (as determined by the Borrower's board of directors unless
         an appraisal is required pursuant to clause (d) in the proviso below)
         to the fair market value of the Property sold, leased, licensed or
         otherwise disposed of, which consideration consists of Property that
         is used or useful in the same or a similar line of business as the
         Consolidated Parties were engaged in on the Closing Date (or any
         reasonable extension thereof); provided that (a) if the disposing
         Consolidated Party is a Credit Party, a Credit Party shall be the
         party receiving the Property comprising such consideration, (b) with
         respect to the consideration received, the Credit Parties shall cause
         to be executed and delivered such documents, instruments and
         certificates as the Administrative Agent may request so as to cause
         the Credit Parties to be in compliance with the terms of Section 7.12
         after giving effect to such transaction, (c) if Property being
         disposed of constitutes Collateral, the Property received as
         consideration shall also become Collateral in accordance with Section
         7.12 and (d) if Property being disposed of in any such transaction has
         a fair market value in excess of $2,500,000, then, prior to the
         consummation of such transaction, the Borrower shall either (x)
         deliver to the Administrative Agent an appraisal of the Property to be
         received as consideration demonstrating that the fair market value of
         such Property is at least equal to the fair market value of the
         Property being disposed of, such appraisal to be from an appraiser,
         and in a form, reasonably acceptable to the Administrative Agent, or
         (y) have received the prior consent of the Required Lenders.

                  "Excluded Debt Issuance" means any Debt Issuance permitted by
         Section 8.1.

                  "Excluded Equity Issuance" means (i) any Equity Issuance by
         any Consolidated Party to any Credit Party, (ii) any Equity Issuance
         by the Borrower to the seller of a business acquired in a Permitted
         Acquisition, (iii) any Equity Issuance by the Borrower the proceeds of
         which are used to finance a Permitted Acquisition, or (iv) any Equity
         Issuance (or portion thereof) by any Consolidated Party within the
         three-month period immediately prior to the date the MVI Payment is
         required to be made, but only to the extent the Net Cash Proceeds of
         such Equity Issuance (or portion thereof) do not exceed $43,500,000
         and are deposited in


                                      13
<PAGE>


         a cash collateral account maintained by the Administrative Agent for
         the benefit of the Lenders pursuant to documentation satisfactory to
         the Administrative Agent or applied temporarily to reduce the
         Revolving Loans; provided that (A) the provisions of Section 8.7 have
         been complied with and (B) such Net Cash Proceeds are actually applied
         to the MVI Payment.

                  "Excluded Property" means, with respect to any Consolidated
         Party, including any Person that becomes a Consolidated Party after
         the Closing Date as contemplated by Section 7.11, (i) any real or
         personal Property of such Consolidated Party (whether owned or leased)
         which is located outside of the United States, (ii) any owned real
         Property of such Consolidated Party located within the United States
         which has a net book value of less than $1,000,000, provided that the
         aggregate net book value of all real Property of all of the
         Consolidated Parties excluded pursuant to this clause (ii) shall not
         exceed $3,000,000, (iii) the leased real Property described on
         Schedule 1.1 and any other leased real Property of such Credit Party
         located within the United States which, at the written request of the
         Borrower, the Administrative Agent has agreed in writing in its
         reasonable discretion is not material, (iv) any leased personal
         Property of such Consolidated Party, (v) any personal Property of such
         Consolidated Party (including, without limitation, motor vehicles) in
         respect of which perfection of a Lien is not either (A) governed by
         the Uniform Commercial Code or (B) effected by appropriate evidence of
         the Lien being filed in either the United States Copyright Office or
         the United States Patent and Trademark Office, (vi) any Property of
         such Consolidated Party which, subject to the terms of Section 8.11
         and Section 8.15, is subject to a Lien of the type described in
         Section 8.2(g) pursuant to documents which prohibit such Consolidated
         Party from granting any other Liens in such Property and (vii)
         Intellectual Property in jurisdictions other than the United States of
         America (which shall be deemed to include, without limitation, the
         territories and possessions thereof).

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

                  "Existing Letters of Credit" means the letters of credit
         outstanding on the Closing Date and identified on Schedule 2.4(a).

                  "Existing Loan Agreement" means that certain Second Amended
         and Restated Loan Agreement, dated as of August 17, 2001, by and among
         the Borrower, the Guarantors, Bank of America, as a lender and as
         administrative agent, Banc of America Mezzanine Capital LLC and First
         Union National Bank, as amended by that certain First Amendment to
         Second Amended and Restated Loan Agreement dated as of December 13,
         2001, and as further amended by that certain Second Amendment to
         Second Amended and Restated Loan Agreement dated as of February 25,
         2002.

                  "Extension of Credit" means, as to any Lender, the making of
         a Loan by such Lender (or a participation therein by a Lender) or the
         issuance of, or participation in, a Letter of Credit by such Lender.


                                      14
<PAGE>


                  "FDA" means the United States Food and Drug Administration,
         or any successor agency thereof.

                  "FDA Regulation" means any rule, regulation or administrative
         order promulgated or issued by the FDA.

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

                  "Fee Letters" means (i) that certain letter agreement, dated
         as of March 8, 2002, among the Arranger, Bank of America and the
         Borrower, as amended, modified, restated or supplemented from time to
         time and (ii) that certain letter agreement dated as of March 8, 2002
         among the Arranger, Bank of America, First Union Securities, Inc.
         d/b/a Wachovia Securities, First Union National Bank, CIBC World
         Markets Corp., Canadian Imperial Bank of Commerce and the Borrower, as
         amended, modified, restated or supplemented from time to time.

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

                  "FIRREA" means the Financial Institutions Reform, Recovery,
         and Enforcement Act of 1989, as amended, and any successor statute
         thereto, as interpreted by the rules and regulations thereunder, as
         amended, including, without limitation, 12 CFR part 34.41 to 34.47.

                  "Fixed Charge Coverage Ratio" means, as of the end of any
         fiscal quarter of the Consolidated Parties for the four fiscal quarter
         period (except as set forth below) ending on such date with respect to
         the Consolidated Parties on a consolidated basis, the ratio of (a) the
         sum of (i) Consolidated EBITDA for such period minus (ii) Consolidated
         Capital Expenditures for such period minus (iii) Consolidated Cash
         Taxes for such period to (b) the sum of (i) Consolidated Interest
         Expense for such period plus (ii) Consolidated Scheduled Funded Debt
         Payments for such period; provided, however, that (i) as of September
         30, 2002, such ratio shall be calculated only for the two fiscal
         quarter period ending as of such date and (ii) as of December 31,
         2002, such ratio shall be calculated only for the three fiscal quarter
         period ending as of such date.

                  "Foreign Subsidiary" means any direct or indirect Subsidiary
         of the Borrower which is not a Domestic Subsidiary.

                  "Fully Satisfied" means, with respect to the Credit Party
         Obligations as of any date, that, as of such date, (a) all principal
         of and interest accrued to such date which


                                      15
<PAGE>


         constitute Credit Party Obligations shall have been irrevocably paid
         in full in cash, (b) all fees, expenses and other amounts then due and
         payable which constitute Credit Party Obligations shall have been
         irrevocably paid in cash, (c) all outstanding Letters of Credit shall
         have been (i) terminated, (ii) fully irrevocably cash collateralized
         or (iii) secured by one or more letters of credit on terms and
         conditions, and with one or more financial institutions, reasonably
         satisfactory to the Issuing Lender and (d) the Commitments shall have
         been expired or terminated in full.

                  "Funded Indebtedness" means, with respect to any Person,
         without duplication, (a) all obligations of such Person for borrowed
         money, (b) all obligations of such Person evidenced by bonds,
         debentures, notes or similar instruments, or upon which interest
         payments are customarily made, (c) all obligations of such Person
         under conditional sale or other title retention agreements relating to
         Property purchased by such Person (other than customary reservations
         or retentions of title under agreements with suppliers entered into in
         the ordinary course of business), (d) all obligations of such Person
         issued or assumed as the deferred purchase price of Property or
         services purchased by such Person (other than (i) accrued expenses
         (including salaries, accrued vacation and other compensation), trade
         debt or other accounts payable and other current liabilities
         (including royalty and licensing fees) incurred in the ordinary course
         of business and due within six months of the incurrence thereof and
         (ii) such deferred purchase price obligations owing with respect to
         the purchase of the MVI/Aquasol Product) which would appear as
         liabilities on a balance sheet of such Person, (e) the implied
         principal component of all obligations of such Person under Capital
         Leases, (f) the maximum amount of all performance and standby letters
         of credit issued or bankers' acceptances facilities created for the
         account of such Person and, without duplication, all drafts drawn
         thereunder (to the extent unreimbursed); provided, however, there
         shall be excluded from this amount the reimbursement obligations with
         respect to undrawn standby letters of credit in an aggregate amount up
         to (but not exceeding) $1,000,000, (g) all preferred Capital Stock
         issued by such Person and which by the terms thereof could be (at the
         request of the holders thereof or otherwise) subject to mandatory
         sinking fund payments, redemption or other acceleration (other than as
         a result of a Change of Control or an Asset Disposition that does not
         in fact result in a redemption of such preferred Capital Stock) at any
         time prior to the Maturity Date pursuant to the Borrower's 1995 option
         plan (as set forth in documents filed with the Securities Exchange
         Commission) as currently in place, (h) the principal portion of all
         obligations of such Person under Synthetic Leases, (i) all obligations
         of such Person to repurchase any securities issued by such Person at
         any time prior to the Maturity Date which repurchase obligations are
         related to the issuance thereof, including, without limitation,
         obligations commonly known as residual equity appreciation potential
         shares, (j) the aggregate amount of uncollected accounts receivable of
         such Person subject at such time to a sale of receivables (or similar
         transaction) to the extent such transaction is effected with recourse
         to such Person (whether or not such transaction would be reflected on
         the balance sheet of such Person in accordance with GAAP), (k) all
         Funded Indebtedness of others secured by (or for which the holder of
         such Funded Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on, or payable out of the
         proceeds of production from, Property owned or acquired by such
         Person, whether or not the obligations secured thereby have been
         assumed, (l) all Guaranty Obligations of such Person with respect to
         Funded Indebtedness of another Person and (m) the Funded Indebtedness
         of any partnership or unincorporated joint venture in


                                      16
<PAGE>


         which such Person is a general partner or a joint venturer to the
         extent such Indebtedness is recourse to such Person.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to the terms
         of Section 1.3 (except, in respect of Synthetic Leases, as otherwise
         treated herein).

                  "Governmental Authority" means any Federal, state, local or
         foreign court or governmental agency, authority, instrumentality or
         regulatory body (including, without limitation, the FDA and the HHS).

                  "Guarantors" means each of the Persons identified as a
         "Guarantor" on the signature pages hereto and each Person which may
         hereafter execute a Joinder Agreement pursuant to Section 7.11,
         together with their successors and permitted assigns, and "Guarantor"
         means any one of them.

                  "Guaranty Obligations" means, with respect to any Person,
         without duplication, any obligations of such Person (other than
         endorsements in the ordinary course of business of negotiable
         instruments for deposit or collection) guaranteeing or intended to
         guarantee any Indebtedness of any other Person in any manner, whether
         direct or indirect, and including without limitation any obligation,
         whether or not contingent, (i) to purchase any such Indebtedness or
         any Property constituting security therefor, (ii) to advance or
         provide funds or other support for the payment or purchase of any such
         Indebtedness or to maintain working capital, solvency or other balance
         sheet condition of such other Person (including without limitation
         keep well agreements, maintenance agreements, comfort letters or
         similar agreements or arrangements) for the benefit of any holder of
         Indebtedness of such other Person, (iii) to lease or purchase
         Property, securities or services primarily for the purpose of assuring
         the holder of such Indebtedness, or (iv) to otherwise assure or hold
         harmless the holder of such Indebtedness against loss in respect
         thereof; provided, however, that with respect to the Borrower and its
         Subsidiaries, the term Guaranty Obligations shall not include
         endorsements for collection or deposit in the ordinary course of
         business. The amount of any Guaranty Obligation hereunder shall
         (subject to any limitations set forth therein) be deemed to be an
         amount equal to the amount required to be recorded under Regulation
         S-X of the Securities Act.

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

                  "HHS" means the United States Department of Health and Human
         Services, or any successor agency thereof.

                  "HHS Regulation" means any rule, regulation or administrative
         order promulgated or issued by the HHS.

                  "Indebtedness" means, with respect to any Person, without
         duplication, (a) all obligations of such Person for borrowed money,
         (b) all obligations of such Person evidenced by bonds, debentures,
         notes or similar instruments, or upon which interest payments are
         customarily made, (c) all obligations of such Person under conditional
         sale or other title


                                      17
<PAGE>


         retention agreements relating to Property purchased by such Person
         (other than customary reservations or retentions of title under
         agreements with suppliers entered into in the ordinary course of
         business), (d) all obligations of such Person issued or assumed as the
         deferred purchase price of Property or services purchased by such
         Person (other than accrued expenses (including salaries, accrued
         vacation and other compensation), trade debt and other accounts
         payable and other current liabilities (including royalty and licensing
         fees) incurred in the ordinary course of business and due within six
         months of the incurrence thereof) which would appear as liabilities on
         a balance sheet of such Person in accordance with GAAP, (e) all
         payment or purchase obligations of such Person under take-or-pay or
         similar arrangements or under commodities agreements, (f) the implied
         principal component of all obligations of such Person under Capital
         Leases that are required to be recorded in accordance with GAAP, (g)
         net termination obligations of such Person under Hedging Agreements
         (calculated on any date as if the Hedging Agreement was terminated on
         such date), (h) the maximum amount of all performance and standby
         letters of credit issued or bankers' acceptances facilities created
         for the account of such Person and, without duplication, all drafts
         drawn thereunder (to the extent unreimbursed), (i) all preferred
         Capital Stock issued by such Person and which by the terms thereof
         could be (at the request of the holders thereof or otherwise) subject
         to mandatory sinking fund payments, redemption or other acceleration
         (other than as a result of a Change of Control or an Asset Disposition
         that does not in fact result in a redemption of such preferred Capital
         Stock) at any time prior to the Maturity Date, (j) the principal
         portion of all obligations of such Person under Synthetic Leases, (k)
         all obligations of such Person to repurchase any securities issued by
         such Person at any time prior to the Maturity Date which repurchase
         obligations are related to the issuance thereof, including, without
         limitation, obligations commonly known as residual equity appreciation
         potential shares, (l) the aggregate amount of uncollected accounts
         receivable of such Person subject at such time to a sale of
         receivables (or similar transaction) to the extent such transaction is
         effected with recourse to such Person (whether or not such transaction
         would be reflected on the balance sheet of such Person in accordance
         with GAAP), (m) all Indebtedness of others secured by (or for which
         the holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on, or payable out of the
         proceeds of production from, Property owned or acquired by such
         Person, whether or not the obligations secured thereby have been
         assumed, (n) all Guaranty Obligations of such Person with respect to
         Indebtedness of another Person and (o) the Indebtedness of any
         partnership or unincorporated joint venture in which such Person is a
         general partner or a joint venturer to the extent such Indebtedness is
         recourse to such Person.

                  "Indemnified Liabilities" shall have the meaning assigned to
         such term in Section 11.5(b).

                  "Indemnitees" shall have the meaning assigned to such term in
         Section 11.5(b).

                  "Interbank Offered Rate" means for any Interest Period with
         respect to any Eurodollar Loan: (a) the rate per annum (rounded upward
         to the next 1/100th of 1%) equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the Dow
         Jones Telerate Screen Page 3750 (or any successor thereto) that
         displays an average British Bankers Association Interest Settlement
         Rate for deposits in Dollars (for delivery on the first day of such
         Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 A.M. (London time) two


                                      18
<PAGE>


         Business Days prior to the first day of such Interest Period, or (b)
         if the rate referenced in the preceding clause (a) does not appear on
         such page or service or such page or service shall cease to be
         available, the rate per annum (rounded upward to the next 1/100th of
         1%) equal to the rate determined by the Administrative Agent to be the
         offered rate on such other page or other service that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 A.M. (London time) two Business Days prior to
         the first day of such Interest Period, or (c) if the rates referenced
         in the preceding clauses (a) and (b) are not available, the rate per
         annum determined by the Administrative Agent as the rate of interest
         (rounded upward to the next 1/100th of 1%) at which deposits in
         Dollars for delivery on the first day of such Interest Period in same
         day funds in the approximate amount of the Eurodollar Loan being made,
         continued or converted by Bank of America and with a term equivalent
         to such Interest Period would be offered by Bank of America's London
         Branch to major banks in the offshore Dollar market at their request
         at approximately 11:00 A.M. (London time) two Business Days prior to
         the first day of such Interest Period.

                  "Interest Coverage Ratio" means, as of the end of any fiscal
         quarter of the Consolidated Parties for the four fiscal quarter period
         (except as set forth below) ending on such date with respect to the
         Consolidated Parties on a consolidated basis, the ratio of (a)
         Consolidated EBITDA for such period to (b) Consolidated Interest
         Expense for such period; provided, however, that (i) as of September
         30, 2002, such ratio shall be calculated only for the two fiscal
         quarter period ending as of such date and (ii) as of December 31,
         2002, such ratio shall be calculated only for the three fiscal quarter
         period ending as of such date.

                  "Interest Payment Date" means (a) as to Base Rate Loans and
         Swing Line Loans, the last Business Day of each March, June, September
         and December, the date of repayment of principal of such Loan and the
         Maturity Date, and (b) as to Eurodollar Loans, the last day of each
         applicable Interest Period, the date of repayment of principal of such
         Loan and the Maturity Date, and in addition where the applicable
         Interest Period for a Eurodollar Loan is greater than three months,
         then also the date three months from the beginning of the Interest
         Period and each three months thereafter.

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

                  "Investment" in any Person means (a) the acquisition (whether
         for cash, property, services, assumption of Indebtedness, securities
         or otherwise) of assets (other than


                                      19
<PAGE>


         equipment, inventory, supplies or other Property in the ordinary
         course of business and other than any acquisition of assets
         constituting a Consolidated Capital Expenditure), Capital Stock,
         bonds, notes, debentures, partnership, joint ventures or other
         ownership interests or other securities of such other Person, (b) any
         deposit with, or advance, loan or other extension of credit to, such
         Person (other than security deposits under a lease, deposits made in
         connection with the purchase of equipment inventory and supplies in
         the ordinary course of business) or (c) any other capital contribution
         to or investment in such Person, including, without limitation, any
         Guaranty Obligations (including any support for a letter of credit
         issued on behalf of such Person) incurred for the benefit of such
         Person and any Asset Disposition to such Person for consideration less
         than the fair market value of the Property disposed in such
         transaction, but excluding any Restricted Payment to such Person.
         Investments which are capital contributions or purchases of Capital
         Stock which have a right to participate in the profits of the issuer
         thereof shall be valued at the amount actually contributed or paid to
         purchase such Capital Stock as of the date of such contribution or
         payment. Investments which are loans, advances, extensions of credit
         or Guaranty Obligations shall be valued at the principal amount of
         such loan, advance or extension of credit outstanding as of the date
         of determination or, as applicable, the principal amount of the loan
         or advance outstanding as of the date of determination actually
         guaranteed by such Guaranty Obligation.

                  "Involuntary Disposition" means any loss of, damage to or
         destruction of, or any condemnation or other taking for public use of,
         any Property of any Consolidated Party.

                  "Involuntary Disposition Prepayment Event" means, with
         respect to any Involuntary Disposition, the failure of the Credit
         Parties to apply (or cause to be applied) an amount equal to the
         Excess Proceeds of such Involuntary Disposition, if any, to make
         Eligible Reinvestments (including but not limited to the repair or
         replacement of the Property affected by such Involuntary Disposition)
         within the period of 180 days following the date of receipt of such
         Excess Proceeds, subject to the terms and conditions of Section 7.6(b)
         and provided that such 180 day period may be extended for not more
         than an additional 180 days if (1) the applicable Credit Party is
         diligently pursuing such Eligible Reinvestment in good faith, but can
         not complete such Eligible Reinvestment within the initial 180 days
         and (2) the Borrower is not otherwise in Default.

                  "Issuing Lender" means Bank of America.

                  "Joinder Agreement" means a Joinder Agreement substantially
         in the form of Exhibit 7.11 hereto, executed and delivered by a new
         Guarantor in accordance with the provisions of Section 7.11.

                  "Lender" means any of the Persons identified as a "Lender" on
         the signature pages hereto, and any Person which may become a Lender
         by way of assignment in accordance with the terms hereof, together
         with their successors and permitted assigns. Solely for purposes of
         Sections 3.15(b) and 4.1, the term "Lender" shall include, with
         respect to any Hedging Agreement entered into by a Credit Party, any
         counterparty that is, at the time of execution of such Hedging
         Agreement, a Lender or an Affiliate of a Lender.


                                      20
<PAGE>


                  "Letter of Credit" means any Existing Letter of Credit and
         any letter of credit issued by the Issuing Lender for the account of
         the Borrower in accordance with the terms of Section 2.4.

                  "Letter of Credit Fee" shall have the meaning assigned to
         such term in Section 3.5(b)(i).

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

                  "Loan" or "Loans" means the Revolving Loans, the Term Loans
         and/or the Swing Line Loans (or a portion of any Revolving Loan, Term
         Loan or Swing Line Loan bearing interest at the Adjusted Base Rate or
         the Adjusted Eurodollar Rate and referred to as a Base Rate Loan or a
         Eurodollar Loan), individually or collectively, as appropriate.

                  "LOC Commitment" means the commitment of the Issuing Lender
         to issue Letters of Credit in an aggregate face amount at any time
         outstanding (together with the amounts of any unreimbursed drawings
         thereon) of up to the LOC Committed Amount.

                  "LOC Committed Amount" shall have the meaning assigned to
         such term in Section 2.4

                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents delivered
         in connection therewith, any application therefor, and any agreements,
         instruments, guarantees or other documents (whether general in
         application or applicable only to such Letter of Credit) governing or
         providing for (i) the rights and obligations of the parties concerned
         or at risk or (ii) any collateral security for such obligations.

                  "LOC Obligations" means, at any time, without duplication,
         the sum of (i) the maximum amount which is, or at any time thereafter
         may become, available to be drawn under Letters of Credit then
         outstanding, assuming compliance with all requirements for drawings
         referred to in such Letters of Credit plus (ii) the aggregate amount
         of all drawings under Letters of Credit honored by the Issuing Lender
         but not theretofore reimbursed by the Borrower.

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


                                      21
<PAGE>


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

                  "Maturity Date" means March 28, 2007.

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

                  "Mortgage Instruments" shall have the meaning assigned such
         term in Section 5.1(e).

                  "Mortgage Policies" shall have the meaning assigned such term
         in Section 5.1(e).

                  "Mortgaged Properties" shall have the meaning assigned such
         term in Section 5.1(e).

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

                  "Multiple Employer Plan" means a Plan (other than a
         Multiemployer Plan) which any Consolidated Party or any ERISA
         Affiliate and at least one employer other than the Consolidated
         Parties or any ERISA Affiliate are contributing sponsors.

                  "MVI/Aquasol Product" means the intangible assets, assumed
         contracts and specified inventory of AstraZeneca AB and/or its
         subsidiaries associated with the products sold under the registered or
         unregistered trademarks MVI-12, MVI-Pediatric, Aquasol A, Aquasol E
         and any "reformulated" MVI-12 for use in conducting business in the
         United States acquired by NeoSan pursuant to the MVI/Aquasol Purchase
         Agreement.

                  "MVI/Aquasol Purchase Agreement" means that certain Asset
         Purchase Agreement by and between AstraZeneca AB and NeoSan
         Pharmaceuticals Inc., dated as of July 26, 2001, as amended.

                  "MVI/Aquasol Transaction" means the Borrower's acquisition of
         the MVI/Aquasol Product from AstraZeneca AB and/or its subsidiaries
         pursuant to the MVI/Aquasol Purchase Agreement.

                  "MVI Payment" means the $43,500,000 payment due in 2004
         pursuant to the MVI/Aquasol Purchase Agreement and with respect to the
         MVI/Aquasol Product (as such amount may be adjusted in accordance with
         the MVI/Aquasol Purchase Agreement as in effect on the Closing Date or
         as subsequently amended or modified; provided that if such amendment
         or modification increases the amount of such payment, then the prior
         written consent of the Administrative Agent and the Required Lenders
         shall have been obtained).


                                      22
<PAGE>


                  "NeoSan" means NeoSan Pharmaceuticals, Inc., a Delaware
         corporation, together with any permitted successors and assigns.

                  "Net Cash Proceeds" means the aggregate cash or Cash
         Equivalents proceeds received by any Consolidated Party in respect of
         any Asset Disposition, Equity Issuance, Debt Issuance or Involuntary
         Disposition, net of (a) direct costs (including, without limitation,
         legal, accounting and investment banking fees, underwriting discounts
         and commissions and sales commissions), (b) income or transfer taxes
         paid or payable as a result thereof, (c) in the case of any Asset
         Disposition, (i) the amount necessary to retire any Indebtedness
         secured by a Permitted Lien required to be paid in connection with
         such Asset Disposition on the related Property and (ii) reasonable
         reserves for indemnification obligations in an aggregate amount not to
         exceed $5,000,000 during the term hereof and (d) in the case of any
         Involuntary Disposition, the amount necessary to retire any
         Indebtedness secured by a Permitted Lien required to be paid in
         connection with such Involuntary Disposition; it being understood that
         "Net Cash Proceeds" shall include, without limitation, any cash or
         Cash Equivalents received upon the sale or other disposition of any
         non-cash consideration received by any such Consolidated Party in any
         Asset Disposition, Equity Issuance, Debt Issuance or Involuntary
         Disposition.

                  "North Carolina Mortgaged Property" means those certain
         parcels of real Property owned by the Borrower, located in Wilmington,
         North Carolina and commonly referred to as 1206 North 23rd Street,
         1726 North 23rd Street and 3101 Kerr Avenue, Wilmington North Carolina
         28405.

                  "Note" or "Notes" means the Revolving Notes, the Term Notes
         and/or the Swing Line Note, individually or collectively, as
         appropriate.

                  "Notice of Borrowing" means a written notice of borrowing in
         substantially the form of Exhibit 2.1(b)(i), as required by Section
         2.1(b)(i) or Section 2.3(b).

                  "Notice of Extension/Conversion" means the written notice of
         extension or conversion in substantially the form of Exhibit 3.2, as
         required by Section 3.2.

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

                  "Other Taxes" shall have the meaning assigned to such term in
         Section 3.11(b).

                  "Participant" shall have the meaning assigned to such term in
         Section 11.3(d).

                  "Participation Interest" means a purchase by a Lender of a
         participation in Letters of Credit or LOC Obligations as provided in
         Section 2.4, Swing Line Loans as provided in Section 2.2 or in any
         other Loans as provided in Section 3.14.

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


                                      23
<PAGE>


                  "Permitted Acquisition" means the Darvon Transaction and any
         other Acquisition by the Borrower or any Subsidiary of the Borrower
         permitted pursuant to the terms of Section 8.6(m)

                  "Permitted Asset Disposition" means (i) any Asset Disposition
         permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

                  "Permitted Investments" means, at any time, Investments by
         the Consolidated Parties permitted to exist at such time pursuant to
         the terms of Section 8.6.

                  "Permitted Liens" means, at any time, Liens in respect of
         Property of the Consolidated Parties permitted to exist at such time
         pursuant to the terms of Section 8.2.

                  "Person" means any natural person, corporation, limited
         liability company, trust, joint venture, association, company,
         partnership, Governmental Authority or other entity.

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

                  "Pledge Agreement" means the pledge agreement dated as of the
         Closing Date to be executed in favor of the Administrative Agent by
         each of the Credit Parties, as amended, modified, restated or
         supplemented from time to time.

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

                  "Principal Amortization Payment" means a principal payment on
         the Term Loans as set forth in Section 2.3(d).

                  "Principal Amortization Payment Date" means the date a
         Principal Amortization Payment is due.

                  "Product Acquisition" means an Acquisition by a Consolidated
         Party of the intellectual property rights to a pharmaceutical product
         or product line.

                  "Pro Forma Basis" means, for purposes of calculating
         (utilizing the principles set forth in the second paragraph of Section
         1.3) compliance with each of the financial covenants set forth in
         Section 7.10(a)-(e) in respect of a proposed transaction, that such
         transaction shall be deemed to have occurred as of the first day of
         the relevant calculation


                                      24
<PAGE>


         period used in calculating such financial covenants as of the most
         recently ended fiscal quarter preceding the date of such transaction
         with respect to which the Administrative Agent has received the
         Required Financial Information. As used herein, "transaction" shall
         mean (i) any Asset Disposition as referred to in Section 8.5, (ii) any
         Acquisition as referred to in Section 8.6(m) or (iii) the making of
         the MVI Payment pursuant to Section 8.7. In connection with any
         calculation of the financial covenants set forth in Section
         7.10(a)-(e) upon giving effect to a transaction on a Pro Forma Basis:

                  (A)      for purposes of any such calculation in respect of
                           any Asset Disposition as referred to in Section 8.5,
                           (1) income statement items (whether positive or
                           negative) attributable to the Property disposed of
                           shall be excluded and (2) any Indebtedness which is
                           retired in connection with such transaction shall be
                           excluded and deemed to have been retired as of the
                           first day of the applicable period;

                  (B)      for purposes of any such calculation in respect of
                           any Acquisition as referred to in Section 8.6(m):

                           (a)      in the case of an Acquisition by a
                                    Consolidated Party other than a Product
                                    Acquisition, (1) any Indebtedness incurred
                                    by any Consolidated Party in connection
                                    with such transaction (x) shall be deemed
                                    to have been incurred as of the first day
                                    of the applicable period and (y) if such
                                    Indebtedness has a floating or formula
                                    rate, shall have an implied rate of
                                    interest for the applicable period for
                                    purposes of this definition determined by
                                    utilizing the rate which is or would be in
                                    effect with respect to such Indebtedness as
                                    at the relevant date of determination, (2)
                                    income statement items (whether positive or
                                    negative) attributable to the Person or
                                    Property acquired shall be included
                                    beginning as of the first day of the
                                    applicable period and (3) pro forma
                                    adjustments may be included to the extent
                                    that such adjustments would be permitted
                                    under GAAP and give effect to events that
                                    are (x) directly attributable to such
                                    transaction, (y) expected to have a
                                    continuing impact on the Consolidated
                                    Parties and (z) factually supportable; and

                           (b)      in the case of a Product Acquisition, (1)
                                    any Indebtedness incurred by any
                                    Consolidated Party in connection with such
                                    transaction (x) shall be deemed to have
                                    been incurred as of the first day of the
                                    applicable period and (y) if such
                                    Indebtedness has a floating or formula
                                    rate, shall have an implied rate of
                                    interest for the applicable period for
                                    purposes of this definition determined by
                                    utilizing the rate which is or would be in
                                    effect with respect to such Indebtedness as
                                    at the relevant date of determination, (2)
                                    income statement items (whether positive or
                                    negative) attributable to the Person,
                                    Property or product acquired shall be
                                    included to the extent of (x) historical
                                    revenues, (y) historical SG&A items and (z)
                                    contracted manufacturing costs, and (3)
                                    such calculation shall


                                      25
<PAGE>


                                    include any increased sales and marketing
                                    costs that are projected to result from
                                    such Product Acquisition (as determined by
                                    the Borrower in good faith and based upon
                                    assumptions believed to be reasonable); and

                  (C)      for purposes of any such calculation in connection
                           with the making of the MVI Payment, any Indebtedness
                           incurred (or to be incurred) by any Consolidated
                           Party in connection with such payment shall be
                           deemed to have been incurred as of the first day of
                           the applicable period.

                  "Pro Forma Compliance Certificate" means a certificate of an
         Executive Officer of the Borrower delivered to the Administrative
         Agent in connection with (i) any Asset Disposition as referred to in
         Section 8.5, (ii) any Acquisition as referred to in Section 8.6(m) or
         (iii) the making of the MVI Payment as referred to in Section 8.7, as
         applicable, and containing reasonably detailed calculations, upon
         giving effect to the applicable transaction on a Pro Forma Basis, of
         the Total Leverage Ratio, the Senior Leverage Ratio, the Interest
         Coverage Ratio, the Fixed Charge Coverage Ratio, and/or Consolidated
         Net Worth, as applicable, as of the most recent fiscal quarter end
         preceding the date of the applicable transaction with respect to which
         the Administrative Agent shall have received the Required Financial
         Information.

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

                  "Real Properties" means, at any time, a collective reference
         to each of the facilities and real properties owned, leased or
         operated by the Consolidated Parties at such time.

                  "Register" shall have the meaning assigned to such term in
         Section 11.3(c).

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

                  "Related Parties" means, with respect to an individual,
         spouses, lineal ancestors or descendants, natural or adopted, and
         spouses of lineal ancestors or descendants, or trusts for the sole
         benefit of any of such Persons.

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

                  "Required Financial Information" means, with respect to the
         applicable date, (i) the financial statements of the Consolidated
         Parties required to be delivered pursuant to Section 7.1(a) or (b) for
         the fiscal period or quarter ending as of such date, and (ii) the
         certificate of an Executive Officer of the Borrower required by
         Section 7.1(d) to be delivered with the financial statements described
         in clause (i) above.

                  "Required Lenders" means, at any time, Lenders (other than
         Defaulting Lenders) holding in the aggregate at least a majority of
         (i) the unfunded Commitments (and


                                      26
<PAGE>


         Participation Interests therein) and the outstanding Loans (and
         Participation Interests therein) or (ii) if all of the Commitments
         have been terminated, the outstanding Loans and Participation
         Interests.

                  "Requirement of Law" means, as to any Person, the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, including without limitation the FDA and the HHS, in each
         case applicable to or binding upon such Person or to which any of its
         material property is subject.

                  "Restricted Payment" means (i) any dividend or other payment
         or distribution, direct or indirect, on account of any shares of any
         class of Capital Stock of any Consolidated Party, now or hereafter
         outstanding (including without limitation any payment in connection
         with any dissolution, merger, consolidation or disposition involving
         any Consolidated Party), or to the holders, in their capacity as such,
         of any shares of any class of Capital Stock of any Consolidated Party,
         now or hereafter outstanding (other than dividends or distributions
         payable in Capital Stock of the applicable Person and dividends or
         distributions payable (directly or indirectly through Subsidiaries) to
         any Credit Party), (ii) any redemption, retirement, sinking fund or
         similar payment, purchase or other acquisition for value, direct or
         indirect, of any shares of any class of Capital Stock of any
         Consolidated Party, now or hereafter outstanding, (iii) any payment
         made to retire, or to obtain the surrender of, any outstanding
         warrants, options or other rights to acquire shares of any class of
         Capital Stock of any Consolidated Party, now or hereafter outstanding,
         (iv) any payment of the deferred purchase price of Property acquired
         pursuant to the MVI/Aquasol Purchase Agreement, including without
         limitation the MVI Payment, and (v) any payment or prepayment of
         principal of, or premium, if any, on (including any redemption,
         purchase, retirement, defeasance, sinking fund or similar payment with
         respect to) the Senior Subordinated Notes.

                  "Revolving Commitment" means, with respect to each Lender,
         the commitment of such Lender in an aggregate principal amount at any
         time outstanding of up to such Lender's Revolving Commitment
         Percentage (if any) of the Revolving Committed Amount (i) to make
         Revolving Loans in accordance with the provisions of Section 2.1(a)
         and (ii) to purchase Participation Interests in Letters of Credit in
         accordance with the provisions of Section 2.4(c).

                  "Revolving Commitment Percentage" means, for any Lender, the
         percentage identified as its Revolving Commitment Percentage on
         Schedule 2.1(a), as such percentage may be modified in connection with
         any assignment made in accordance with the provisions of Section 11.3.

                  "Revolving Committed Amount" shall have the meaning assigned
         to such term in Section 2.1(a).

                  "Revolving Loans" shall have the meaning assigned to such
         term in Section 2.1(a).

                  "Revolving Note" shall have the meaning assigned to such term
         in Section 2.1(e).


                                      27
<PAGE>


                  "Royalties" means, for any fiscal quarter of the Consolidated
         Parties, the aggregate royalties and licensing fees, net of associated
         taxes, received by the Consolidated Parties in connection with
         contracts related to U.S. Patents for omeprazole and fluoxetine
         hydrochloride Form A.

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

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

                  "Securities Act" means the Securities Act of 1933, as
         amended, and all regulations issued pursuant thereto.

                  "Securities Exchange Act" means the Securities Exchange Act
         of 1934, as amended, and all regulations issued pursuant thereto.

                  "Security Agreement" means the security agreement dated as of
         the Closing Date to be executed in favor of the Administrative Agent
         by each of the Credit Parties, as amended, modified, restated or
         supplemented from time to time.

                  "Senior Indebtedness" means all Funded Indebtedness other
         than Subordinated Indebtedness.

                  "Senior Leverage Ratio" means, as of the end of any fiscal
         quarter of the Consolidated Parties for the four quarter period
         (except as set forth below) ending on such date with respect to the
         Consolidated Parties on a consolidated basis, the ratio of (a) Senior
         Indebtedness of the Consolidated Parties on a consolidated basis on
         the last day of such period to (b) Consolidated EBITDA for such
         period; provided, however, that (i) as of June 30, 2002, Consolidated
         EBITDA shall be determined based upon the sum of (A) the product of
         (x) Consolidated EBITDA, less non-recurring cash gains included in the
         calculation of Consolidated EBITDA, for the one fiscal quarter period
         ending as of such date, times (y) 4 plus (B) non-recurring cash gains
         included in the calculation of Consolidated EBITDA for such fiscal
         period, (ii) as of September 30, 2002, Consolidated EBITDA shall be
         determined based upon the sum of (A) the product of (x) Consolidated
         EBITDA, less non-recurring cash gains included in the calculation of
         Consolidated EBITDA, for the two fiscal quarter period ending as of
         such date, times (y) 2 plus (B) non-recurring cash gains included in
         the calculation of Consolidated EBITDA for such fiscal period and (ii)
         as of December 31, 2002, Consolidated EBITDA shall be determined based
         upon the sum of (A) the product of (x) Consolidated EBITDA, less
         non-recurring cash gains included in the calculation of Consolidated
         EBITDA, for the


                                      28
<PAGE>


         three fiscal quarter period ending as of such date, times (y) 4/3 plus
         (B) non-recurring cash gains included in the calculation of
         Consolidated EBITDA for such fiscal period.

                  "Senior Subordinated Note" means any one of the 11% Senior
         Subordinated Notes due 2010, issued by the Borrower in favor of the
         Senior Subordinated Noteholders pursuant to the Senior Subordinated
         Note Indenture, as such Senior Subordinated Notes may be amended,
         modified, restated or supplemented and in effect from time to time in
         accordance with the terms hereof.

                  "Senior Subordinated Note Indenture" means the Indenture,
         dated as of the Closing Date, by and among the Borrower and the
         Trustee for the Senior Subordinated Noteholders, as the same may be
         amended, modified, restated or supplemented and in effect from time to
         time in accordance with the terms hereof.

                  "Senior Subordinated Noteholder" means any one of the holders
         from time to time of the Senior Subordinated Notes.

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

                  "Solvent" or "Solvency" means, with respect to any Person as
         of a particular date, that on such date (i) such Person is able to pay
         its debts and other liabilities, contingent obligations and other
         commitments as they mature in the normal course of business, (ii) such
         Person does not intend to, and does not believe that it will, incur
         debts or liabilities beyond such Person's ability to pay as such debts
         and liabilities mature in their ordinary course, (iii) such Person is
         not engaged in a business or a transaction, and is not about to engage
         in a business or a transaction, for which such Person's Property would
         constitute unreasonably small capital after giving due consideration
         to the prevailing practice in the industry in which such Person is
         engaged or is to engage, (iv) the fair value of the Property of such
         Person is greater than the total amount of liabilities, including,
         without limitation, contingent liabilities, of such Person and (v) the
         present fair salable value of the assets of such Person is not less
         than the amount that will be required to pay the probable liability of
         such Person on its debts as they become absolute and matured. In
         computing the amount of contingent liabilities at any time, it is
         intended that such liabilities will be computed at the amount which,
         in light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "Subordinated Indebtedness" means any Indebtedness of the
         Borrower evidenced by the Senior Subordinated Notes and the Senior
         Subordinated Notes Indenture and any other Indebtedness of the
         Borrower which by its terms is subordinated to the Credit Party
         Obligations in a manner and to an extent acceptable to the
         Administrative Agent and the Required Lenders.

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


                                      29
<PAGE>


         directly or indirectly through Subsidiaries owns at such time more
         than 50% of the Capital Stock.

                  "Swing Line Committed Amount" means FIVE MILLION DOLLARS
         ($5,000,000.00).

                  "Swing Line Lender" means Bank of America.

                  "Swing Line Loans" means the loans made by the Swing Line
         Lender pursuant to Section 2.2.

                  "Swing Line Loan Note" means the promissory note of the
         Borrower in favor of the Swing Line Lender evidencing the Swing Line
         Loans provided pursuant to Section 2.2, as such promissory note may be
         amended, modified, supplemented, extended, renewed or replaced from
         time to time in and as evidenced by the form of Exhibit 2.2(e).

                  "Swing Line Loan Request" means a request by the Borrower for
         a Swing Line Loan in substantially the form of Exhibit 2.2(b).

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

                  "Taxes" shall have the meaning assigned to such term in
         Section 3.11(a).

                  "Term Loan" shall have the meaning assigned to such term in
         Section 2.3(a).

                  "Term Loan Commitment" means, with respect to each Lender,
         the commitment of such Lender to make its portion of the Term Loan in
         a principal amount equal to such Lender's Term Loan Percentage (if
         any) of the Term Loan Committed Amount.

                  "Term Loan Committed Amount" shall have the meaning assigned
         to such term in Section 2.3(a).

                  "Term Loan Percentage" means, for any Lender, the percentage
         identified as its Term Loan Percentage on Schedule 2.1(a), as such
         percentage may be modified in connection with any assignment made in
         accordance with the provisions of Section 11.3.

                  "Term Note" shall have the meaning assigned to such term in
         Section 2.3(f).

                  "Total Leverage Ratio" means, as of the end of any fiscal
         quarter of the Consolidated Parties for the four fiscal quarter period
         (except as set forth below) ending on such date with respect to the
         Consolidated Parties on a consolidated basis, the ratio of (a) Funded
         Indebtedness of the Consolidated Parties on a consolidated basis on
         the last day of such period to (b) Consolidated EBITDA for such
         period; provided, however, that (i) as of September 30, 2002,
         Consolidated EBITDA shall be determined based upon the sum of


                                      30
<PAGE>


         (A) the product of (x) Consolidated EBITDA, less non-recurring cash
         gains included in the calculation of Consolidated EBITDA, for the two
         fiscal quarter period ending as of such date, times (y) 2 plus (B)
         non-recurring cash gains included in the calculation of Consolidated
         EBITDA for such fiscal period and (ii) as of December 31, 2002,
         Consolidated EBITDA shall be determined based upon the sum of (A) the
         product of (x) Consolidated EBITDA, less non-recurring cash gains
         included in the calculation of Consolidated EBITDA, for the three
         fiscal quarter period ending as of such date, times (y) 4/3 plus (B)
         non-recurring cash gains included in the calculation of Consolidated
         EBITDA for such fiscal period.

                  "TROL" means that certain tax retention operating lease,
         dated as of October 2, 1998 among the Borrower, First Security Bank,
         N.A., as Owner Trustee under the AAI Realty Trust 1998-1, the lenders
         and holders from time to time party thereto, and NationsBank, N.A.
         (now known as Bank of America, N.A.) as Agent, as amended, modified,
         restated or supplemented from time to time.

                  "Unused Fee" shall have the meaning assigned to such term in
         Section 3.5(a).

                  "Unused Fee Calculation Period" shall have the meaning
         assigned to such term in Section 3.5(a).

                  "Unused Revolving Committed Amount" means, for any period,
         the amount by which (a) the then applicable Revolving Committed Amount
         exceeds (b) the daily averages sum for such period of (i) the
         outstanding aggregate principal amount of all Revolving Loans plus
         (ii) the outstanding aggregate principal amount of all LOC
         Obligations.

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

                  "Wholly Owned Subsidiary" means any Person 100% of whose
         Voting Stock is at the time owned by the Borrower directly or
         indirectly through other Persons 100% of whose Voting Stock is at the
         time owned, directly or indirectly, by the Borrower.

         1.2      COMPUTATION OF TIME PERIODS.

         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

         1.3      ACCOUNTING TERMS.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis; provided, however, that calculations of the implied principal component
of all obligations under any Synthetic Lease or the implied interest component
of any rent paid under any Synthetic Lease shall be made by the Borrower in
accordance with accepted financial practice and


                                      31
<PAGE>


consistent with the terms of such Synthetic Lease. All calculations made for
the purposes of determining compliance with this Credit Agreement shall (except
as otherwise expressly provided herein) be made by application of GAAP applied
on a basis consistent with the most recent annual or quarterly financial
statements delivered pursuant to Section 7.1 (or, in connection with, or prior
to, the delivery of the first financial statements pursuant to Section 7.1,
consistent with the financial statements as at December 31, 2001); provided,
however, if (a) the Credit Parties shall object to determining such compliance
on such basis at the time of delivery of such financial statements due to any
change in GAAP or the rules promulgated with respect thereto or (b) the
Administrative Agent or the Required Lenders shall so object in writing within
60 days after delivery of such financial statements, then such calculations
shall be made on a basis consistent with the most recent financial statements
delivered by the Credit Parties to the Lenders as to which no such objection
shall have been made.

         Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made under the financial covenants set
forth in Section 7.10 (including without limitation for purposes of the
definition of "Pro Forma Basis" set forth in Section 1.1 unless otherwise
provided in such definition), (i) after consummation of any Asset Disposition
(A) income statement items (whether positive or negative) and capital
expenditures attributable to the Property disposed of shall be excluded to the
extent relating to any period occurring prior to the date of such transaction
and (B) Indebtedness which is retired shall be excluded and deemed to have been
retired as of the first day of the applicable period and (ii) after
consummation of any Acquisition (A) income statement items (whether positive or
negative) and capital expenditures attributable to the Person or Property
acquired shall, to the extent not otherwise included in such income statement
items for the Consolidated Parties in accordance with GAAP or in accordance
with any defined terms set forth in Section 1.1, be included to the extent
relating to any period applicable in such calculations, (B) to the extent not
retired in connection with such Acquisition, Indebtedness of the Person or
Property acquired shall be deemed to have been incurred as of the first day of
the applicable period and (C) pro forma adjustments may be included to the
extent that such adjustments would be permitted under GAAP and give effect to
items that are (x) directly attributable to such transaction, (y) expected to
have a continuing impact on the Consolidated Parties and (z) factually
supportable.


                                   SECTION 2

                               CREDIT FACILITIES

         2.1      REVOLVING LOANS.

                  (a)      Revolving Commitment. Subject to the terms and
         conditions hereof and in reliance upon the representations and
         warranties set forth herein, each Lender severally agrees to make
         available to the Borrower such Lender's Revolving Commitment
         Percentage of revolving credit loans requested by the Borrower in
         Dollars ("Revolving Loans") from time to time from the Closing Date
         until the Maturity Date, or such earlier date as the Revolving
         Commitments shall have been terminated as provided herein; provided,
         however, that the sum of the aggregate outstanding principal amount of
         Revolving Loans plus the aggregate amount of Swing Line Loans
         outstanding plus the outstanding LOC Obligations shall not exceed
         SEVENTY FIVE MILLION DOLLARS ($75,000,000.00) (as such


                                      32
<PAGE>


         aggregate maximum amount may be reduced from time to time as provided
         in Section 3.4, the "Revolving Committed Amount"); provided, further,
         with regard to each Lender individually, such Lender's outstanding
         Revolving Loans plus its Participation Interests in Letters of Credit
         or LOC Obligations plus its Participation Interests in Swing Line
         Loans shall not exceed such Lender's Revolving Commitment Percentage
         of the Revolving Committed Amount. Revolving Loans may consist of Base
         Rate Loans or Eurodollar Loans, or a combination thereof, as the
         Borrower may request; provided, however, that no more than 10
         Eurodollar Loans which are Revolving Loans shall be outstanding
         hereunder at any time (it being understood that, for purposes hereof,
         Eurodollar Loans with different Interest Periods shall be considered
         as separate Eurodollar Loans, even if they begin on the same date,
         although borrowings, extensions and conversions may, in accordance
         with the provisions hereof, be combined at the end of existing
         Interest Periods to constitute a new Eurodollar Loan with a single
         Interest Period). Revolving Loans hereunder may be repaid and
         reborrowed in accordance with the provisions hereof.

                  (b)      Revolving Loan Borrowings.

                           (i)      Notice of Borrowing. The Borrower shall
                  request a Revolving Loan borrowing by written notice (or
                  telephonic notice promptly confirmed in writing) to the
                  Administrative Agent not later than 11:00 A.M. (Charlotte,
                  North Carolina time) on the date of the requested borrowing
                  in the case of Base Rate Loans, and on the third Business Day
                  prior to the date of the requested borrowing in the case of
                  Eurodollar Loans. Each such request for borrowing shall be
                  irrevocable and shall specify (A) that a Revolving Loan is
                  requested, (B) the date of the requested borrowing (which
                  shall be a Business Day), (C) the aggregate principal amount
                  to be borrowed, and (D) whether the borrowing shall be
                  comprised of Base Rate Loans, Eurodollar Loans or a
                  combination thereof, and if Eurodollar Loans are requested,
                  the Interest Period(s) therefor. If the Borrower shall fail
                  to specify in any such Notice of Borrowing (I) an applicable
                  Interest Period in the case of a Eurodollar Loan, then such
                  notice shall be deemed to be a request for an Interest Period
                  of one month, or (II) the type of Revolving Loan requested,
                  then such notice shall be deemed to be a request for a Base
                  Rate Loan hereunder. The Administrative Agent shall give
                  notice to each affected Lender promptly upon receipt of each
                  Notice of Borrowing pursuant to this Section 2.1(b)(i), the
                  contents thereof and each such Lender's share of any
                  borrowing to be made pursuant thereto.

                           (ii)     Minimum Amounts. Except for Revolving Loans
                  made for the purpose of reimbursing the Issuing Lender in
                  respect of a drawing under a Letter of Credit pursuant to
                  Section 2.4(e) or Swing Line Loans pursuant to Section
                  2.2(d), each Eurodollar Loan or Base Rate Loan that is a
                  Revolving Loan shall be in a minimum aggregate principal
                  amount of $1,000,000 and integral multiples of $100,000 in
                  excess thereof (or the remaining amount of the Revolving
                  Committed Amount, if less).

                           (iii)    Advances. Except for Revolving Loans made
                  for the purpose of reimbursing the Issuing Lender in respect
                  of a drawing under a Letter of Credit pursuant to Section
                  2.4(e) or Swing Line Loans pursuant to Section 2.2(d), each
                  Lender will make its Revolving Commitment Percentage of each
                  Revolving Loan


                                      33
<PAGE>


                  borrowing available to the Administrative Agent for the
                  account of the Borrower as specified in Section 3.15(a), or
                  in such other manner as the Administrative Agent may specify
                  in writing, by 1:00 P.M. (Charlotte, North Carolina time) on
                  the date specified in the applicable Notice of Borrowing in
                  Dollars and in funds immediately available to the
                  Administrative Agent. Such borrowing will then be made
                  available to the Borrower by the Administrative Agent by
                  crediting the account of the Borrower on the books of such
                  office with the aggregate of the amounts made available to
                  the Administrative Agent by the Lenders and in like funds as
                  received by the Administrative Agent.

                  (c)      Repayment. The Borrower hereby promises to pay the
         principal amount of all outstanding Revolving Loans in full on the
         Maturity Date, unless accelerated sooner pursuant to Section 9.2.

                  (d)      Interest. Subject to the provisions of Section 3.1,

                           (i)      Base Rate Loans. During such periods as
                  Revolving Loans shall be comprised in whole or in part of
                  Base Rate Loans, such Base Rate Loans shall bear interest at
                  a per annum rate equal to the Adjusted Base Rate.

                           (ii)     Eurodollar Loans. During such periods as
                  Revolving Loans shall be comprised in whole or in part of
                  Eurodollar Loans, such Eurodollar Loans shall bear interest
                  at a per annum rate equal to the Adjusted Eurodollar Rate.

         The Borrower hereby promises to pay interest on Revolving Loans in
         arrears on each applicable Interest Payment Date (or at such other
         times as may be specified herein).

                  (e)      Revolving Notes. The Borrower hereby agrees that,
         upon the request to the Administrative Agent by any Lender, the
         Borrower will execute and deliver to such Lender a promissory note
         evidencing the Revolving Loans of such Lender, substantially in the
         form of Exhibit 2.1(e), with appropriate insertions as to date and
         principal amount (a "Revolving Note").

         2.2      SWING LINE LOANS SUBFACILITY.

                  (a)      Swing Line Loans. Subject to the terms and
         conditions hereof and in reliance upon the representations and
         warranties set forth herein, the Swing Line Lender hereby agrees, to
         make loans (each a "Swing Line Loan" and collectively, the "Swing Line
         Loans") to the Borrower, in Dollars, at any time and from time to
         time, during the period from and including the Effective Date to but
         not including the Maturity Date (or such earlier date if the
         Commitments have been terminated as provided herein); provided that
         (i) the aggregate principal amount of the Swing Line Loans outstanding
         at any one time shall not exceed the Swing Line Committed Amount and
         (ii) the aggregate amount of outstanding Swing Line Loans plus the
         aggregate amount of outstanding Revolving Loans plus LOC Obligations
         shall not exceed the Revolving Committed Amount. Subject to the terms
         of this Credit Agreement, the Borrower may borrow, repay and reborrow
         Swing Line Loans.


                                      34
<PAGE>


                  (b)      Borrowing Procedures. By no later than 1:00 p.m. on
         the date of the requested borrowing of Swing Line Loans, the Borrower
         shall provide telephone notice to the Swing Line Lender, followed
         promptly by a written Swing Line Loan Request in the form of Exhibit
         2.2(b) (which maybe submitted by telecopy) setting forth (i) the
         amount of the requested Swing Line Loan and (ii) the date of the
         requested Swing Line Loan and complying in all respects with Section
         5.2. The Swing Line Lender shall initiate the transfer of funds
         representing the Swing Line Loan advance to the Borrower by 3:00 p.m.
         on the Business Day of the requested borrowing.

                  (c)      Minimum Amounts. Each Swing Line Loan shall be in a
         minimum amount of the lesser of $100,000 (and in integral multiples of
         $25,000 in excess thereof) or the remaining amount available under the
         Swing Line Committed Amount.

                  (d)      Repayment and Participations of Swing Line Loans.
         The Swing Line Loans shall bear interest at a rate mutually agreeable
         to the Swing Line Lender and the Borrower at the time of the borrowing
         of such Swing Line Loan, but in no event shall such rate exceed the
         Adjusted Base Rate. The Borrower agrees to repay all Swing Line Loans
         immediately upon the existence of a Default or Event of Default or
         otherwise within three Business Days of demand therefor by the Swing
         Line Lender. If the Borrower does not immediately notify the Swing
         Line Lender that the Borrower intends to otherwise repay such Swing
         Line Loan, the Borrower shall be deemed to have requested a Revolving
         Loan advance comprised solely of Base Rate Loans in the amount of such
         Swing Line Loans; provided, however, that any such demand shall be
         deemed to have been given one Business Day prior to the Maturity Date
         and on the date of the occurrence of any Event of Default described in
         Section 9.1 and upon acceleration of the indebtedness hereunder and
         the exercise of remedies in accordance with the provisions of Section
         9.2. Each Lender hereby irrevocably agrees to make its pro rata share
         of each such Revolving Loan in the amount, in the manner and on the
         date specified in the preceding sentence notwithstanding (i) the
         amount of such borrowing may not comply with the minimum amount for
         advances of Revolving Loans otherwise required hereunder, (ii) whether
         any conditions specified in Section 5.2 are then satisfied, (iii)
         whether a Default or an Event of Default then exists, (iv) failure of
         any such request or deemed request for a Revolving Loan to be made by
         the time otherwise required hereunder, (v) whether the date of such
         borrowing is a date on which Revolving Loans are otherwise permitted
         to be made hereunder or (vi) any termination of the Commitments
         relating thereto immediately prior to or contemporaneously with such
         borrowing. In the event that any Revolving Loan cannot for any reason
         be made on the date otherwise required above (including, without
         limitation, as a result of the commencement of a proceeding under the
         Bankruptcy Code with respect to the Borrower or any other Credit
         Party), then each Lender hereby agrees that it shall forthwith
         purchase (as of the date such borrowing would otherwise have occurred,
         but adjusted for any payments received from the Borrower on or after
         such date and prior to such purchase) from the Swing Line Lender such
         Participation Interests in the outstanding Swing Line Loans as shall
         be necessary to cause each such Lender to share in such Swing Line
         Loans ratably based upon its Revolving Commitment Percentage of the
         Revolving Committed Amount (determined before giving effect to any
         termination of the Commitments pursuant to Section 3.4), provided that
         (A) all interest payable on the Swing Line Loans shall be for the
         account of the Swing Line Lender until the date as of which the
         respective Participation Interest is purchased and (B) at the time any
         purchase of Participation Interests pursuant to this sentence is
         actually made, the


                                      35
<PAGE>


         purchasing Lender shall be required to pay to the Swing Line Lender,
         interest on the principal amount of Participation Interests purchased
         for each day from the date of demand thereof, at a rate equal to, if
         paid within two Business Days of such date, the Federal Funds Rate,
         and thereafter at a rate equal to the Base Rate plus two percent (2%)
         per annum.

                  (e)      Swing Line Loan Note. The Swing Line Loans made by
         the Swing Line Lender shall be evidenced by a duly executed promissory
         note of the Borrower to the Swing Line Lender in substantially the
         form of Exhibit 2.2(e).

         2.3      TERM LOAN.

                  (a)      Term Commitment. Subject to the terms and conditions
         hereof and in reliance upon the representations and warranties set
         forth herein each Lender severally agrees to make available to the
         Borrower on the Closing Date such Lender's Term Loan Percentage of a
         term loan in Dollars (the "Term Loan"; each component thereof may be
         referred to herein as a "Term Loan") in the aggregate principal amount
         of ONE HUNDRED MILLION DOLLARS ($100,000,000.00) (the "Term Loan
         Committed Amount"). The Term Loan may consist of Base Rate Loans or
         Eurodollar Loans, or a combination thereof, as the Borrower may
         request; provided, however, that no more than 6 Eurodollar Loans which
         are Term Loans shall be outstanding hereunder at any time (it being
         understood that, for purposes hereof, Eurodollar Loans with different
         Interest Periods shall be considered as separate Eurodollar Loans,
         even if they begin on the same date, although borrowings, extensions
         and conversions may, in accordance with the provisions hereof, be
         combined at the end of existing Interest Periods to constitute a new
         Eurodollar Loan with a single Interest Period). Amounts repaid on the
         Term Loan may not be reborrowed.

                  (b)      Borrowing Procedures. The Borrower shall submit an
         appropriate Notice of Borrowing to the Administrative Agent not later
         than 11:00 A.M. (Charlotte, North Carolina time) or such later time as
         the Administrative Agent and the Borrower shall agree on the Closing
         Date, with respect to the portion of the Term Loan initially
         consisting of a Base Rate Loan, or on the third Business Day prior to
         the Closing Date, with respect to the portion of the Term Loan
         initially consisting of one or more Eurodollar Loans. Such Notice of
         Borrowing shall be irrevocable and shall specify (i) that the funding
         of the Term Loan is requested and (ii) whether the funding of the Term
         Loan shall be comprised of Base Rate Loans, Eurodollar Loans or a
         combination thereof, and if Eurodollar Loans are requested, the
         Interest Period(s) therefor. If the Borrower shall fail to deliver
         such Notice of Borrowing to the Administrative Agent by 11:00 A.M.
         (Charlotte, North Carolina time) on the third Business Day prior to
         the Closing Date, then the full amount of the Term Loan shall be
         disbursed on the Closing Date as a Base Rate Loan. Each Lender shall
         make its Term Loan Percentage of the Term Loan available to the
         Administrative Agent for the account of the Borrower at the office of
         the Administrative Agent specified in Schedule 2.1(a), or at such
         other office as the Administrative Agent may designate in writing, by
         1:00 P.M. (Charlotte, North Carolina time) on the Closing Date in
         Dollars and in funds immediately available to the Administrative
         Agent.

                  (c)      Minimum Amounts. Each Eurodollar Loan or Base Rate
         Loan that is part of the Term Loan shall be in an aggregate principal
         amount that is not less than $1,000,000 (or the then remaining
         principal balance of the Term Loan, if less).


                                      36
<PAGE>


                  (d)      Repayment of Term Loan. The Borrower hereby promises
         to pay the outstanding principal amount of the Term Loan in
         consecutive quarterly installments commencing September 30, 2002 as
         follows (as such installments may hereafter be adjusted as a result of
         prepayments made pursuant to Section 3.3), in each case unless
         accelerated sooner pursuant to Section 9.2:

<TABLE>
<CAPTION>
                  Principal Amortization Payment       Term Loan Principal Amortization
                              Date                                 Payment
                  <S>                                  <C>
                       September 30, 2002                      $1,666,666.67
                       December 31, 2002                       $1,666,666.67
                         March 31, 2003                        $1,666,666.66
                         June 30, 2003                           $3,750,000
                       September 30, 2003                        $3,750,000
                       December 31, 2003                         $3,750,000
                         March 31, 2004                          $3,750,000
                         June 30, 2004                           $5,000,000
                       September 30, 2004                        $5,000,000
                       December 31, 2004                         $5,000,000
                         March 31, 2005                          $5,000,000
                         June 30, 2005                           $6,250,000
                       September 30, 2005                        $6,250,000
                       December 31, 2005                         $6,250,000
                         March 31, 2006                          $6,250,000
                         June 30, 2006                           $8,750,000
                       September 30, 2006                        $8,750,000
                       December 31, 2006                         $8,750,000
                         Maturity Date                           $8,750,000
</TABLE>

                  (e)      Interest. Subject to the provisions of Section 3.1,
         the Term Loan shall bear interest at a per annum rate equal to:

                           (i)      Base Rate Loans. During such periods as the
                  Term Loan shall be comprised in whole or in part of Base Rate
                  Loans, such Base Rate Loans shall bear interest at a per
                  annum rate equal to the Adjusted Base Rate.

                           (ii)     Eurodollar Loans. During such periods as
                  the Term Loan shall be comprised in whole or in part of
                  Eurodollar Loans, such Eurodollar Loans shall bear interest
                  at a per annum rate equal to the Adjusted Eurodollar Rate.

         The Borrower hereby promises to pay interest on the Term Loan in
         arrears on each applicable Interest Payment Date (or at such other
         times as may be specified herein).

                  (f)      Term Notes. The Borrower hereby agrees that, upon
         the request to the Administrative Agent by any Lender, the Borrower
         will execute and deliver to such Lender a promissory note evidencing
         the Term Loans of such Lender, substantially in the


                                      37
<PAGE>


         form of Exhibit 2.3(f), with appropriate insertions as to date and
         principal amount (a "Term Note").

         2.4      LETTER OF CREDIT SUBFACILITY.

                  (a)      Issuance. The Existing Letters of Credit have
         previously been issued by the Issuing Lender and, subject to the terms
         and conditions hereof and in reliance upon the representations and
         warranties set forth herein, the Issuing Lender agrees to issue, and
         each Lender severally agrees to participate in the issuance by the
         Issuing Lender of, standby and trade Letters of Credit in Dollars from
         time to time from the Closing Date until the date thirty (30) days
         prior to the Maturity Date as the Borrower may request, in a form
         acceptable to the Issuing Lender; provided, however, that (i) the LOC
         Obligations outstanding shall not at any time exceed TWO MILLION FIVE
         HUNDRED THOUSAND DOLLARS ($2,500,000) (the "LOC Committed Amount") and
         (ii) the sum of the aggregate outstanding principal amount of
         Revolving Loans plus LOC Obligations plus Swing Line Loans outstanding
         shall not at any time exceed the Revolving Committed Amount. No Letter
         of Credit shall (x) have an original expiry date more than one year
         from the date of issuance (provided that any such Letter of Credit may
         contain customary "evergreen" provisions pursuant to which the expiry
         date is automatically extended by a specific time period unless the
         Issuing Lender gives notice to the beneficiary of such Letter of
         Credit at least a specified time period prior to the expiry date then
         in effect) or (y) as originally issued or as extended, have an expiry
         date extending beyond the date thirty (30) days prior to the Maturity
         Date. Each Letter of Credit shall comply with the related LOC
         Documents. The issuance and expiry dates of each Letter of Credit
         shall be a Business Day. All Existing Letters of Credit shall be
         deemed to have been issued pursuant hereto, and from and after the
         Closing Date shall be subject to and governed by the terms and
         conditions hereof.

                  (b)      Notice and Reports. The request for the issuance of
         a Letter of Credit shall be submitted by the Borrower to the Issuing
         Lender at least three (3) Business Days prior to the requested date of
         issuance. The Issuing Lender will, at least quarterly and more
         frequently upon request, disseminate to each of the Lenders a detailed
         report specifying the Letters of Credit which are then issued and
         outstanding and any activity with respect thereto which may have
         occurred since the date of the prior report, and including therein,
         among other things, the beneficiary, the face amount and the expiry
         date, as well as any payment or expirations which may have occurred.

                  (c)      Participation. Each Lender, upon issuance of a
         Letter of Credit, shall be deemed to have purchased without recourse a
         Participation Interest from the Issuing Lender in such Letter of
         Credit (including each Existing Letter of Credit) and the obligations
         arising thereunder and any collateral relating thereto, in each case
         in an amount equal to its pro rata share of the obligations under such
         Letter of Credit (based on the respective Revolving Commitment
         Percentages of the Lenders) and shall absolutely, unconditionally and
         irrevocably assume and be obligated to pay to the Issuing Lender and
         discharge when due, its pro rata share of the obligations arising
         under such Letter of Credit (including each Existing Letter of
         Credit). Without limiting the scope and nature of each Lender's
         Participation Interest in any Letter of Credit, to the extent that the
         Issuing Lender has not been reimbursed as required hereunder or under
         any such Letter of Credit, each such Lender shall pay to the Issuing
         Lender its pro rata share of such unreimbursed drawing in same day


                                      38
<PAGE>


         funds on the day of notification by the Issuing Lender of an
         unreimbursed drawing pursuant to the provisions of subsection (d)
         below. The obligation of each Lender to so reimburse the Issuing
         Lender shall be absolute and unconditional and shall not be affected
         by the occurrence of a Default, an Event of Default or any other
         occurrence or event. Any such reimbursement shall not relieve or
         otherwise impair the obligation of the Borrower to reimburse the
         Issuing Lender under any Letter of Credit, together with interest as
         hereinafter provided.

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


                                      39
<PAGE>


         Participation Interest in an amount equal to such payment (excluding
         the portion of such payment constituting interest owing to the Issuing
         Lender) in the related unreimbursed drawing portion of the LOC
         Obligation and in the interest thereon and in the related LOC
         Documents, and shall have a claim against the Borrower with respect
         thereto.

                  (e)      Repayment with Revolving Loans. On any day on which
         the Borrower shall have requested, or been deemed to have requested, a
         Revolving Loan advance to reimburse a drawing under a Letter of
         Credit, the Administrative Agent shall give notice to the Lenders that
         a Revolving Loan has been requested or deemed requested by the
         Borrower to be made in connection with a drawing under a Letter of
         Credit, in which case a Revolving Loan advance comprised of Base Rate
         Loans (or Eurodollar Loans to the extent the Borrower has complied
         with the procedures of Section 2.1(b)(i) with respect thereto) shall
         be immediately made to the Borrower by all Lenders (notwithstanding
         any termination of the Commitments pursuant to Section 9.2) pro rata
         based on the respective Revolving Commitment Percentages of the
         Lenders (determined before giving effect to any termination of the
         Commitments pursuant to Section 9.2) and the proceeds thereof shall be
         paid directly to the Issuing Lender for application to the respective
         LOC Obligations. Each such Lender hereby irrevocably agrees to make
         its pro rata share of each such Revolving Loan immediately upon any
         such request or deemed request in the amount, in the manner and on the
         date specified in the preceding sentence notwithstanding (i) the
         amount of such borrowing may not comply with the minimum amount for
         advances of Revolving Loans otherwise required hereunder, (ii) whether
         any conditions specified in Section 5.2 are then satisfied, (iii)
         whether a Default or an Event of Default then exists, (iv) failure for
         any such request or deemed request for Revolving Loan to be made by
         the time otherwise required hereunder, (v) whether the date of such
         borrowing is a date on which Revolving Loans are otherwise permitted
         to be made hereunder or (vi) any termination of the Commitments
         relating thereto immediately prior to or contemporaneously with such
         borrowing. In the event that any Revolving Loan cannot for any reason
         be made on the date otherwise required above (including, without
         limitation, as a result of the commencement of a proceeding under the
         Bankruptcy Code with respect to the Borrower or any other Credit
         Party), then each such Lender hereby agrees that it shall forthwith
         purchase (as of the date such borrowing would otherwise have occurred,
         but adjusted for any payments received from the Borrower on or after
         such date and prior to such purchase) from the Issuing Lender such
         Participation Interests in the outstanding LOC Obligations as shall be
         necessary to cause each such Lender to share in such LOC Obligations
         ratably (based upon the respective Revolving Commitment Percentages of
         the Lenders (determined before giving effect to any termination of the
         Commitments pursuant to Section 9.2)), provided that at the time any
         purchase of Participation Interests pursuant to this sentence is
         actually made, the purchasing Lender shall be required to pay to the
         Issuing Lender, to the extent not paid to the Issuing Lender by the
         Borrower in accordance with the terms of subsection (d) above,
         interest on the principal amount of Participation Interests purchased
         for each day from and including the day upon which such borrowing
         would otherwise have occurred to but excluding the date of payment for
         such Participation Interests, at the rate equal to, if paid within two
         (2) Business Days of the date of the Revolving Loan advance, the
         Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

                  (f)      Designation of Consolidated Parties as Account
         Parties. Notwithstanding anything to the contrary set forth in this
         Credit Agreement, including without limitation


                                      40
<PAGE>


         Section 2.4(a), a Letter of Credit issued hereunder may contain a
         statement to the effect that such Letter of Credit is issued for the
         account of any Subsidiary of the Borrower, provided that
         notwithstanding such statement, the Borrower shall be the actual
         account party for all purposes of this Credit Agreement for such
         Letter of Credit and such statement shall not affect the Borrower's
         reimbursement obligations hereunder with respect to such Letter of
         Credit.

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

                  (h)      Uniform Customs and Practices. The Issuing Lender
         may have the Letters of Credit be subject to The Uniform Customs and
         Practice for Documentary Credits (the "UCP") or the International
         Standby Practices 1998 (the "ISP98"), in either case as published as
         of the date of issue by the International Chamber of Commerce, in
         which case the UCP or the ISP98, as applicable, may be incorporated
         therein and deemed in all respects to be a part thereof.

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

                           (i)      In addition to its other obligations under
                  this Section 2.4, the Borrower hereby agrees to pay, and
                  protect, indemnify and save each Lender harmless from and
                  against, any and all claims, demands, liabilities, damages,
                  losses, costs, charges and expenses (including reasonable
                  attorneys' fees) that such Lender may incur or be subject to
                  as a consequence, direct or indirect, of (A) the issuance of
                  any Letter of Credit or (B) the failure of such Lender to
                  honor a drawing under a Letter of Credit as a result of any
                  act or omission, whether rightful or wrongful, of any present
                  or future de jure or de facto government or Governmental
                  Authority (all such acts or omissions, herein called
                  "Government Acts").

                           (ii)     As between the Borrower and the Lenders
                  (including the Issuing Lender), the Borrower shall assume all
                  risks of the acts, omissions or misuse of any Letter of
                  Credit by the beneficiary thereof. No Lender (including the
                  Issuing Lender) shall be responsible: (A) for the form,
                  validity, sufficiency, accuracy, genuineness or legal effect
                  of any document submitted by any party in connection with the
                  application for and issuance of any Letter of Credit, even if
                  it should in fact prove to be in any or all respects invalid,
                  insufficient, inaccurate, fraudulent or forged; (B) for the
                  validity or sufficiency of any instrument transferring or
                  assigning or purporting to transfer or assign any Letter of
                  Credit or the rights or benefits thereunder or proceeds
                  thereof, in whole or in part, that may prove to be invalid or
                  ineffective for any reason; (C) for errors, omissions,
                  interruptions or delays in transmission or delivery of any
                  messages, by mail, cable, telegraph, telex or otherwise,
                  whether or not they be in cipher; (D) for any loss or delay
                  in the transmission or otherwise of any document required in
                  order to make a drawing under a Letter of Credit or of the
                  proceeds thereof; and (E) for any consequences arising from
                  causes beyond the control of such Lender, including, without
                  limitation, any Government Acts. None of the above shall
                  affect, impair, or prevent the vesting of the Issuing
                  Lender's rights or powers hereunder.


                                      41
<PAGE>


                           (iii)    In furtherance and extension and not in
                  limitation of the specific provisions hereinabove set forth,
                  any action taken or omitted by any Lender (including the
                  Issuing Lender), under or in connection with any Letter of
                  Credit or the related certificates, if taken or omitted in
                  good faith, shall not put such Lender under any resulting
                  liability to the Borrower or any other Credit Party. It is
                  the intention of the parties that this Credit Agreement shall
                  be construed and applied to protect and indemnify each Lender
                  (including the Issuing Lender) against any and all risks
                  involved in the issuance of the Letters of Credit, all of
                  which risks are hereby assumed by the Borrower (on behalf of
                  itself and each of the other Credit Parties), including,
                  without limitation, any and all Government Acts. No Lender
                  (including the Issuing Lender) shall, in any way, be liable
                  for any failure by such Lender or anyone else to pay any
                  drawing under any Letter of Credit as a result of any
                  Government Acts or any other cause beyond the control of such
                  Lender.

                           (iv)     Nothing in this subsection (i) is intended
                  to limit the reimbursement obligations of the Borrower
                  contained in subsection (d) above. The obligations of the
                  Borrower under this subsection (i) shall survive the
                  termination of this Credit Agreement. No act or omission of
                  any current or prior beneficiary of a Letter of Credit shall
                  in any way affect or impair the rights of the Lenders
                  (including the Issuing Lender) to enforce any right, power or
                  benefit under this Credit Agreement.

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

                  (j)      Responsibility of Issuing Lender. It is expressly
         understood and agreed that the obligations of the Issuing Lender
         hereunder to the Lenders are only those expressly set forth in this
         Credit Agreement and that the Issuing Lender shall be entitled to
         assume that the conditions precedent set forth in Section 5.2 have
         been satisfied unless it shall have acquired actual knowledge that any
         such condition precedent has not been satisfied; provided, however,
         that nothing set forth in this Section 2.4 shall be deemed to
         prejudice the right of any Lender to recover from the Issuing Lender
         any amounts made available by such Lender to the Issuing Lender
         pursuant to this Section 2.4 in the event that it is determined by a
         court of competent jurisdiction that the payment with respect to a
         Letter of Credit constituted gross negligence or willful misconduct on
         the part of the Issuing Lender.

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


                                      42
<PAGE>


                                   SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1      DEFAULT RATE.

         Upon the occurrence, and during the continuance, of an Event of
Default, (i) the principal of and, to the extent permitted by law, interest on
the Loans and any other amounts owing hereunder or under the other Credit
Documents shall at the discretion of the Required Lenders (or automatically if
the Event of Default is pursuant to Section 9.1(f)) bear interest, payable on
demand, at a per annum rate 2% greater than the rate which would otherwise be
applicable (or if no rate is applicable, whether in respect of interest, fees
or other amounts, then the Adjusted Base Rate plus 2%) and (ii) the Letter of
Credit Fee shall accrue at a per annum rate 2% greater than the rate which
would otherwise be applicable.

         3.2      EXTENSION AND CONVERSION.

         The Borrower shall have the option, on any Business Day, to extend
existing Loans into a subsequent permissible Interest Period or to convert
Loans into Loans of another interest rate type; provided, however, that (i)
except as provided in Section 3.8, Eurodollar Loans may be converted into Base
Rate Loans or extended as Eurodollar Loans for new Interest Periods only on the
last day of the Interest Period applicable thereto, (ii) Loans extended as, or
converted into, Eurodollar Loans shall be subject to the terms of the
definition of "Interest Period" set forth in Section 1.1 and shall be in such
minimum amounts as provided in, with respect to Revolving Loans, Section
2.1(b)(ii) with respect to Swing Line Loans, Section 2.2(c) or with respect to
the Term Loan, Section 2.3(c) (iii) no more than 10 Eurodollar Loans which are
Revolving Loans and 6 Eurodollar Loans which are Term Loans shall be
outstanding hereunder at any time (it being understood that, for purposes
hereof, Eurodollar Loans with different Interest Periods shall be considered as
separate Eurodollar Loans, even if they begin on the same date, although
borrowings, extensions and conversions may, in accordance with the provisions
hereof, be combined at the end of existing Interest Periods to constitute a new
Eurodollar Loan with a single Interest Period) and (iv) any request for
extension or conversion of a Eurodollar Loan which shall fail to specify an
Interest Period shall be deemed to be a request for an Interest Period of one
month. Each such extension or conversion shall be effected by the Borrower by
giving a Notice of Extension/Conversion (or telephonic notice promptly
confirmed in writing) to the office of the Administrative Agent specified in
Schedule 2.1(a), or at such other office as the Administrative Agent may
designate in writing, prior to 11:00 A.M. (Charlotte, North Carolina time) on
the Business Day of, in the case of the conversion of a Eurodollar Loan into a
Base Rate Loan, and on the third Business Day prior to, in the case of the
extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a
Eurodollar Loan, the date of the proposed extension or conversion, specifying
the date of the proposed extension or conversion, the Loans to be so extended
or converted, the types of Loans into which such Loans are to be converted and,
if appropriate, the applicable Interest Periods with respect thereto. In the
event the Borrower fails to request extension or conversion of any Eurodollar
Loan in accordance with this Section 3.2, or any such conversion or extension
is not permitted or required by this Section 3.2, then such Eurodollar Loan
shall be automatically converted into a Base Rate Loan at the end of the
Interest Period applicable thereto. The Administrative Agent shall give each
Lender notice as promptly as practicable of any such proposed extension or
conversion affecting any Loan.


                                      43
<PAGE>

         3.3      PREPAYMENTS.

                  (a)      Voluntary Prepayments. The Borrower shall have the
         right to prepay Loans in whole or in part from time to time; provided,
         however, that each partial prepayment of Loans shall be in a minimum
         principal amount of $1,000,000 and integral multiples of $100,000 in
         excess thereof and subject to the foregoing terms, amounts prepaid
         under this Section 3.3(a) shall be applied as the Borrower may elect;
         provided that if the Borrower shall fail to specify with respect to any
         voluntary prepayment, such voluntary prepayment shall be applied first
         pro rata to the remaining principal installments of the Term Loan then
         to the Revolving Loans (without any corresponding reduction in the
         Revolving Committed Amount unless so requested by the Borrower), in
         each case first to Base Rate Loans and then to Eurodollar Loans in
         direct order of Interest Period maturities. All prepayments under this
         Section 3.3(a) shall be subject to Section 3.12, but otherwise without
         premium or penalty, and shall be accompanied by interest on the
         principal amount prepaid through the date of prepayment.

                  (b)      Mandatory Prepayments.

                           (i)      (A)      Revolving Committed Amount. If at
                                    any time, the sum of the aggregate
                                    outstanding principal amount of Revolving
                                    Loans plus the aggregate outstanding
                                    principal amount of Swing Line Loans plus
                                    LOC Obligations shall exceed the Revolving
                                    Committed Amount, the Borrower, within two
                                    (2) Business Days, shall prepay the Loans
                                    and/or cash collateralize the LOC
                                    Obligations in an amount sufficient to
                                    eliminate such excess (such prepayment to be
                                    applied as set forth in clause (viii)
                                    below).

                                    (B)      LOC Committed Amount. If at any
                                    time, the sum of the aggregate principal
                                    amount of LOC Obligations shall exceed the
                                    LOC Committed Amount, the Borrower
                                    immediately shall cash collateralize the LOC
                                    Obligations in an amount sufficient to
                                    eliminate such excess (such prepayment to be
                                    applied as set forth in clause (viii)
                                    below).

                           (ii)     (A)      Asset Dispositions. Immediately
                                    upon the occurrence of any Asset Disposition
                                    Prepayment Event, the Borrower shall prepay
                                    the Loans and/or cash collateralize the LOC
                                    Obligations in an aggregate amount equal to
                                    100% of the Net Cash Proceeds of the related
                                    Asset Disposition not applied (or caused to
                                    be applied) by the Credit Parties during the
                                    related Application Period to make Eligible
                                    Reinvestments as contemplated by the terms
                                    of Section 8.5(f) (such prepayment to be
                                    applied as set forth in clause (viii)
                                    below); provided, however, that no
                                    prepayment shall be required under this
                                    clause (ii)(A) to the extent the Net Cash
                                    Proceeds of the related Asset Disposition
                                    not applied (or caused to be applied) by the
                                    Credit Parties during the related
                                    Application Period to make Eligible
                                    Reinvestments as contemplated by the terms
                                    of Section 8.5(f) do not exceed (a) with
                                    respect to any individual Asset Disposition,
                                    $250,000


                                       44
<PAGE>

                                    and (b) with respect to all Asset
                                    Dispositions consummated in a given fiscal
                                    year, $1,000,000.

                                    (B)      Involuntary Dispositions.
                                    Immediately upon the occurrence of an
                                    Involuntary Disposition Prepayment Event,
                                    the Borrower shall prepay the Loans and/or
                                    cash collateralize the LOC Obligations in an
                                    aggregate amount equal to 100% of the Excess
                                    Proceeds (such prepayment to be applied as
                                    set forth in clause (viii) below).

                           (iii)    Debt Issuances. Promptly, but in any event
                           within five (5) Business Days, upon the occurrence of
                           a Debt Issuance Prepayment Event, the Borrower shall
                           prepay the Loans and/or cash collateralize the LOC
                           Obligations in an aggregate amount equal to 100% of
                           the Net Cash Proceeds of the related Debt Issuance
                           (such prepayment to be applied as set forth in clause
                           (viii) below).

                           (iv)     Equity Issuances. Promptly, but in any event
                           within five (5) Business Days, upon the occurrence of
                           an Equity Issuance Prepayment Event, the Borrower
                           shall prepay the Loans and/or cash collateralize the
                           LOC Obligations in an aggregate amount equal to (A)
                           100% of the Net Cash Proceeds of the related Equity
                           Issuance if the Total Leverage Ratio as of the end of
                           the most recently ended fiscal quarter for which the
                           Required Financial Information has been delivered is
                           equal to or greater than 2.50:1.0 and (B) 50% of the
                           Net Cash Proceeds of the related Equity Issuance if
                           the Total Leverage Ratio as of the end of the most
                           recently ended fiscal quarter for which the Required
                           Financial Information has been delivered is less than
                           2.50:1.0 (such prepayment to be applied as set forth
                           in clause (viii) below).

                           (v)      Royalties. Within forty-five (45) days after
                           the end of each fiscal quarter, the Borrower shall
                           prepay the Loans and/or cash collateralize the LOC
                           Obligations in an aggregate amount equal to (A) if
                           the Total Leverage Ratio as of the end of such
                           preceding fiscal quarter is equal to or greater than
                           3.25:1.0, 75% of the Royalties for such fiscal
                           quarter most recently ended, (B) if the Total
                           Leverage Ratio as of the end of such preceding fiscal
                           quarter is less than 3.25:1.0 but equal to or greater
                           than 2.50:1.0, 50% of the Royalties for such fiscal
                           quarter most recently ended and (C) if the Total
                           Leverage Ratio as of the end of such preceding fiscal
                           quarter is less than 2.50:1.0, 0% of the Royalties
                           for such fiscal quarter most recently ended (such
                           prepayment to be applied as set forth in clause
                           (viii) below).

                           (vi)     Excess Cash Flow. Within ninety (90) days
                           after the end of each fiscal year, the Borrower shall
                           prepay the Loans and/or cash collateralize the LOC
                           Obligations in an amount equal to (A) if the Total
                           Leverage Ratio as of the end of such preceding fiscal
                           year is equal to or greater than 3.25:1.0, 75% of
                           Excess Cash Flow for such prior fiscal year, (B) if
                           the Total Leverage Ratio as of the end of such
                           preceding fiscal year is less than 3.25:1.0 but equal
                           to or greater than 2.50:1.0, 50% of Excess Cash Flow
                           for such prior fiscal year and (C) if the Total
                           Leverage Ratio as of the end of such


                                       45
<PAGE>

                           preceding fiscal year is less than 2.50:1.0, 0% of
                           Excess Cash Flow for such prior fiscal year (such
                           prepayment to be applied as set forth in clause
                           (viii) below).

                           (vii)    True-Up Payment. Promptly, but in any event
                           within two (2) Business Days, upon receipt, the
                           Borrower shall prepay the Loans and/or cash
                           collateralize the LOC Obligations in an aggregate
                           amount equal to 100% of any purchase price reduction
                           or true-up payment in excess of $100,000, received by
                           the Borrower in connection with the Darvon
                           Transaction and pursuant to the Darvon Purchase
                           Agreement (such prepayment to be applied as set forth
                           in clause (viii) below).

                           (viii)   Application of Mandatory Prepayments. All
                           amounts required to be paid pursuant to this Section
                           3.3(b) shall be applied as follows:

                                    (A) with respect to all amounts prepaid
                                    pursuant to Section 3.3(b)(i)(A), first to
                                    Swing Line Loans and then to Revolving Loans
                                    and (after all Revolving Loans and Swing
                                    Line Loans have been repaid) to a cash
                                    collateral account in respect of LOC
                                    Obligations;

                                    (B) with respect to all amounts prepaid
                                    pursuant to Section 3.3(b)(i)(B), to a cash
                                    collateral account in respect of LOC
                                    Obligations;

                                    (C) with respect to all amounts prepaid
                                    pursuant to Section 3.3(b)(iii), (iv), (vi)
                                    or (vii), first to the Term Loan (credited
                                    first, with respect to prepayments pursuant
                                    to clause (vi) above only, to installments
                                    due in the next succeeding six months (to
                                    the extent requested by the Borrower) and
                                    then, with respect to all other amounts, pro
                                    rata with respect to each remaining
                                    installment of principal), then, after the
                                    Term Loan is paid in full, to the Swing Line
                                    Loans, then, after the Swing Line Loans are
                                    paid in full, to the Revolving Loans and,
                                    finally (after all Revolving Loans and Swing
                                    Line Loans have been repaid), to a cash
                                    collateral account in respect of LOC
                                    Obligations; and

                                    (D) with respect to all amounts prepaid
                                    pursuant to Section 3.3(b)(ii) or (v), pro
                                    rata to (x) the Term Loan (credited first,
                                    with respect to prepayments pursuant to
                                    clause (v) above only, to installments due
                                    in the next succeeding six months (to the
                                    extent requested by the Borrower) and then,
                                    with respect to all other amounts, pro rata
                                    with respect to each remaining installment
                                    of principal) and (y) the Revolving Loans
                                    and Swing Line Loans, with outstanding Swing
                                    Line Loans prepaid first and then Revolving
                                    Credit Loans prepaid second, and (after all
                                    Revolving Loans and Swing Line Loans have
                                    been repaid) to a cash collateral account in
                                    respect of LOC Obligations (with, in the
                                    case of prepayments applied to the Revolving
                                    Loans pursuant to clause (ii) above, and
                                    only if an Event


                                       46
<PAGE>

                                    of Default has occurred, a corresponding
                                    permanent reduction in the Revolving
                                    Committed Amount; provided, however, that,
                                    on the 350th day following the receipt by a
                                    Consolidated Party of the Net Cash Proceeds
                                    that gave rise to such prepayment, there
                                    shall be a permanent reduction in the
                                    Revolving Committed Amount that corresponds
                                    to a prepayment applied pursuant to Section
                                    3.3(b)(ii) and clause (y) above (to the
                                    extent that no prior permanent reduction of
                                    the Revolving Committed Amount has occurred)
                                    if, on such 350th day, such Net Cash
                                    Proceeds have not been applied toward
                                    Eligible Reinvestments).

                           Within the parameters of the applications set forth
                           above, prepayments shall be applied first to Base
                           Rate Loans and then to Eurodollar Loans in direct
                           order of Interest Period maturities. All prepayments
                           under this Section 3.3(b) shall be subject to Section
                           3.12, but otherwise without premium or penalty, and
                           shall be accompanied by interest on the principal
                           amount prepaid through the date of prepayment.

                           (ix)     Prepayment Account. If the Borrower is
                           required to make a mandatory prepayment of Eurodollar
                           Loans under this Section 3.3(b), the Borrower shall
                           have the right, in lieu of making such prepayment in
                           full, to deposit an amount equal to such mandatory
                           prepayment with the Administrative Agent in a cash
                           collateral account maintained (pursuant to
                           documentation reasonably satisfactory to the
                           Administrative Agent) by and in the sole dominion and
                           control of the Administrative Agent. Any amounts so
                           deposited shall be held by the Administrative Agent
                           as collateral for the prepayment of such Eurodollar
                           Loans and shall be applied to the prepayment of the
                           applicable Eurodollar Loans at the end of the current
                           Interest Periods applicable thereto. At the request
                           of the Borrower, amounts so deposited shall be
                           invested by the Administrative Agent in Cash
                           Equivalents maturing prior to the date or dates on
                           which it is anticipated that such amounts will be
                           applied to prepay such Eurodollar Loans; any interest
                           earned on such Cash Equivalents will be for the
                           account of the Borrower and the Borrower will deposit
                           with the Administrative Agent the amount of any loss
                           on any such Cash Equivalents to the extent necessary
                           in order that the amount of the prepayment to be made
                           with the deposited amounts shall not be reduced.

                  (c)      Hedging Agreements. No repayment or prepayment
         pursuant to this Section 3.3 shall affect the obligations of any Credit
         Party under any Hedging Agreement.

         3.4      TERMINATION AND REDUCTION OF REVOLVING COMMITTED AMOUNT.

                  (a)      Voluntary Reductions. The Borrower may from time to
         time permanently reduce or terminate the Revolving Committed Amount in
         whole or in part (in minimum aggregate amounts of $1,000,000 or in
         integral multiples of $100,000 in excess thereof (or, if less, the full
         remaining amount of the then applicable Revolving Committed Amount))
         upon five Business Days' prior written notice to the Administrative
         Agent; provided,


                                       47
<PAGE>

         however, no such termination or reduction shall be made which would
         cause the sum of the aggregate outstanding principal amount of
         Revolving Loans plus the aggregate amount of outstanding Swing Line
         Loans plus LOC Obligations to exceed the Revolving Committed Amount,
         unless, concurrently with such termination or reduction, the Revolving
         Loans are repaid to the extent necessary to eliminate such excess. The
         Administrative Agent shall promptly notify each affected Lender of
         receipt by the Administrative Agent of any notice from the Borrower
         pursuant to this Section 3.4(a).

                  (b)      Term Loan Commitments. The Term Loan Commitment of
         each Lender, if any, shall automatically terminate at such time as such
         Lender shall have made available to the Borrower such Lender's share of
         the Term Loan.

                  (c)      Mandatory Reductions. The Revolving Committed Amount
         automatically shall be permanently reduced from time to time in
         accordance with the terms of Section 3.3(b)(viii).

                  (d)      Maturity Date. Unless terminated sooner pursuant to
         Section 3.4(a) or Section 9.2, the Revolving Commitments of the Lenders
         and the LOC Commitment of the Issuing Lender shall automatically
         terminate on the Maturity Date.

                  (e)      General. The Borrower shall pay to the Administrative
         Agent for the account of the Lenders in accordance with the terms of
         Section 3.5(a), on the date of each termination or reduction of the
         Revolving Committed Amount, the Unused Fee accrued through the date of
         such termination or reduction on the amount of the Revolving Committed
         Amount so terminated or reduced.

         3.5      FEES.

                  (a)      Unused Fee. In consideration of the Revolving
         Commitments of the Lenders hereunder, the Borrower promises to pay to
         the Administrative Agent for the account of each Lender a fee (the
         "Unused Fee") on the Unused Revolving Committed Amount computed at a
         per annum rate for each day during the applicable Unused Fee
         Calculation Period (hereinafter defined) at a rate equal to the
         Applicable Percentage in effect from time to time. The Unused Fee shall
         commence to accrue on the Closing Date and shall be due and payable in
         arrears thereafter on the last Business Day of each March, June,
         September and December (and on any date that the Revolving Committed
         Amount is reduced and on the Maturity Date) for the immediately
         preceding quarter (or portion thereof) (each such quarter or portion
         thereof for which the Unused Fee is payable hereunder being herein
         referred to as an "Unused Fee Calculation Period"), beginning with the
         first of such dates to occur after the Closing Date.

                  (b)      Administrative Agent's Fees. The Borrower promises to
         pay to the Administrative Agent, for its own account, an annual
         administrative fee as agreed to between the Borrower and the
         Administrative Agent in that certain fee letter referenced in clause
         (i) of the definition of the term "Fee Letters."


                                       48
<PAGE>

                  (c)      Letter of Credit Fees.

                           (i)      Letter of Credit Issuance Fee. In
                  consideration of the issuance of Letters of Credit hereunder,
                  the Borrower promises to pay to the Administrative Agent for
                  the account of each Lender a fee (the "Letter of Credit Fee")
                  on such Lender's Revolving Commitment Percentage of the
                  average daily maximum amount available to be drawn under each
                  such Letter of Credit computed at a per annum rate for each
                  day from the date of issuance to the date of expiration equal
                  to the Applicable Percentage for Letter of Credit Fees. The
                  Letter of Credit Fee will be payable quarterly in arrears on
                  the last Business Day of each March, June, September and
                  December for the immediately preceding quarter (or a portion
                  thereof).

                           (ii)     Issuing Lender Fees. In addition to the
                  Letter of Credit Fee payable pursuant to clause (i) above, the
                  Borrower promises to pay to the Administrative Agent for the
                  account of the Issuing Lender without sharing by the other
                  Lenders (i) a letter of credit fronting fee of 0.125% on the
                  average daily maximum amount available to be drawn under each
                  Letter of Credit (other than the Existing Letters of Credit
                  except in connection with renewals, modifications or
                  extensions of the Existing Letters of Credit) computed at a
                  per annum rate for each day from the date of issuance to the
                  date of expiration (which fronting fee shall be payable
                  quarterly in arrears on the last Business Day of each March,
                  June, September and December for the immediately preceding
                  quarter (or a portion thereof)) and (ii) the customary charges
                  from time to time of the Issuing Lender with respect to the
                  issuance, amendment, transfer, administration, cancellation
                  and conversion of, and drawings under, such Letters of Credit.

                           (d)      Additional Fees. On December 31, 2002 and
         every six months thereafter, the Borrower shall pay to the
         Administrative Agent, on behalf of the Lenders, a fee of 0.25% on the
         sum of the aggregate Term Loan as of such date plus the Revolving
         Committed Amount as of such date (excluding any portion of the Term
         Loan paid down on such date and any portion of the Revolving Committed
         Amount terminated on such date) if, as of such date, the aggregate
         principal amount of the Term Loan has not been reduced (from the amount
         funded on the Closing Date) by at least the sum of (x) $50.0 million
         plus (y) with respect to any such date after December 31, 2002, the
         aggregate amount of all scheduled amortization of the Term Loan for the
         period from January 1, 2003 through such date pursuant to Section
         2.3(d) (e.g., if the aggregate principal amount of the Term Loan has
         not been reduced to $50.0 million or less by December 31, 2002, then
         the 0.25% fee contemplated by this Section 3.5(d) shall be due and
         payable on such date). The fee payable pursuant to this section 3.5(d)
         shall be in addition to any increase in the Applicable Percentage as of
         such date.

         3.6      CAPITAL ADEQUACY.

         If any Lender has reasonably determined, after the date hereof, that
the adoption or the becoming effective of, or any change in, or any change by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital


                                       49
<PAGE>

adequacy, or compliance by such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Lender's capital or assets as a consequence of its
commitments or obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, effectiveness, change or compliance
(taking into consideration such Lender's policies with respect to capital
adequacy), then, within thirty (30) days of notice from such Lender to the
Borrower (such notice to include reasonable detail as to such change), the
Borrower shall be obligated to pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction; provided that the
Borrower shall not be obligated to reimburse any Lender for such increase or
reduction for any period ninety (90) days prior to such Lender providing notice
if such Lender was aware of the circumstances that existed which would cause
such increase or reduction during such ninety (90) day prior-period. Each
determination by any such Lender of amounts owing under this Section shall if
made in good faith, absent manifest error, be conclusive and binding on the
parties hereto.

         3.7      LIMITATION ON EURODOLLAR LOANS.

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

                  (a)      the Administrative Agent determines (which
         determination if made in good faith shall be conclusive absent manifest
         error) that by reason of circumstances affecting the relevant market,
         adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate for such Interest Period; or

                  (b)      the Required Lenders determine (which determination
         if made in good faith shall be conclusive absent manifest error) and
         notify the Administrative Agent that the Eurodollar Rate will not
         adequately and fairly reflect the cost to the Lenders of funding
         Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof, and
so long as such condition remains in effect, the Lenders shall be under no
obligation to make additional Eurodollar Loans, Continue Eurodollar Loans, or to
Convert Base Rate Loans into Eurodollar Loans and the Borrower shall, on the
last day(s) of the then current Interest Period(s) for the outstanding
Eurodollar Loans, either prepay such Eurodollar Loans or Convert such Eurodollar
Loans into Base Rate Loans in accordance with the terms of this Credit
Agreement.

         3.8      ILLEGALITY.

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


                                       50
<PAGE>

         3.9      REQUIREMENTS OF LAW.

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

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

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

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

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to
such Lender within thirty (30) days of notice from such Lender to the Borrower
(such notice to include reasonable detail as to such change) such amount or
amounts as will compensate such Lender for such increased cost or reduction. If
any Lender requests compensation by the Borrower under this Section 3.9, the
Borrower may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender to make or Continue Eurodollar
Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the event or
condition giving rise to such request ceases to be in effect (in which case the
provisions of Section 3.10 shall be applicable); provided that such suspension
shall not affect the right of such Lender to receive the compensation so
requested. Each Lender shall promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Lender to compensation pursuant to this Section 3.9 and
will designate a different Applicable Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the judgment of such Lender, be otherwise disadvantageous to it. Any Lender
claiming compensation under this Section 3.9 shall furnish to the Borrower and
the Administrative Agent a statement setting forth the additional amount or
amounts to be paid to it


                                       51
<PAGE>

hereunder which shall be conclusive, if made in good faith, in the absence of
manifest error. In determining such amount, such Lender may use any reasonable
averaging and attribution methods.

         (b)      The Borrower shall not be required to compensate a Lender
pursuant to this Section 3.9 for any increased costs or reductions incurred more
than 90 days prior to the date that such Lender notifies the Borrower of the
change of law giving rise to such increased costs or reductions and of such
Lender's intention to claim compensation therefor; provided that, if the change
of law giving rise to such increased costs or reductions is retroactive, then
such 90-day period referred to above shall be extended to include the period of
retroactive effect thereof.

         3.10     TREATMENT OF AFFECTED LOANS.

         If the obligation of any Lender to make any Eurodollar Loan or to
Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be
suspended pursuant to Section 3.7, 3.8 or 3.9 hereof, such Lender's Eurodollar
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of the then current Interest Period(s) for such Eurodollar Loans (or, in the
case of a Conversion, on such earlier date as such Lender may specify to the
Borrower with a copy to the Administrative Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
Section 3.7, 3.8 or 3.9 hereof that gave rise to such Conversion no longer
exist:

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

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

If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.7, 3.8 or 3.9 hereof that
gave rise to the Conversion of such Lender's Eurodollar Loans pursuant to this
Section 3.10 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by
such Lender are held pro rata (as to principal amounts, interest rate basis, and
Interest Periods) in accordance with their respective Commitments.

         3.11     TAXES.

                  (a)      Any and all payments by any Credit Party to or for
         the account of any Lender or the Administrative Agent hereunder or
         under any other Credit Document shall be made free and clear of and
         without deduction for any and all present or future taxes, duties,
         levies, imposts, deductions, charges or withholdings, and all
         liabilities with respect thereto, excluding, in the case of each Lender
         and the Administrative Agent, taxes imposed on its income, and
         franchise taxes imposed on it, (i) by the jurisdiction under the laws
         of which


                                       52
<PAGE>

         such Lender (or its Applicable Lending Office) or the Administrative
         Agent (as the case may be) is organized or any political subdivision
         thereof or (ii) by reason of any present or former connection between
         the Administrative Agent or such Lender and the jurisdiction of the
         Governmental Authority imposing such tax or any political subdivision
         thereof, other than such a connection arising solely from the
         Administrative Agent or such Lender having executed, delivered or
         performed its obligations or received a payment under, or enforced this
         Credit Agreement or the Notes (all such non-excluded taxes, duties,
         levies, imposts, deductions, charges, withholdings, and liabilities
         being hereinafter referred to as "Taxes"). If any Credit Party shall be
         required by law to deduct any Taxes from or in respect of any sum
         payable under this Credit Agreement or any other Credit Document to any
         Lender or the Administrative Agent, (i) the sum payable shall be
         increased as necessary so that after making all required deductions
         (including deductions applicable to additional sums payable under this
         Section 3.11) such Lender or the Administrative Agent receives an
         amount equal to the sum it would have received had no such deductions
         been made, (ii) such Credit Party shall make such deductions, (iii)
         such Credit Party shall pay the full amount deducted to the relevant
         taxation authority or other authority in accordance with applicable
         law, and (iv) such Credit Party shall furnish to the Administrative
         Agent, at its address referred to in Section 11.1, the original or a
         certified copy of a receipt evidencing payment thereof.

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

                  (c)      The Borrower agrees to indemnify each Lender and the
         Administrative Agent for the full amount of Taxes and Other Taxes
         (including, without limitation, any Taxes or Other Taxes imposed or
         asserted by any jurisdiction on amounts payable under this Section
         3.11) paid by such Lender or the Administrative Agent (as the case may
         be) and any liability (including penalties, interest, and expenses)
         arising therefrom or with respect thereto. This indemnification shall
         be made within thirty (30) days from the date the Administrative Agent
         or such Lender, or the case may be, makes written demand therefor.

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


                                       53
<PAGE>

         and 881(c) of the Internal Revenue Code), certifying that such Lender
         is entitled to an exemption from tax on payments pursuant to this
         Credit Agreement or any of the other Credit Documents.

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

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

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

         3.12     COMPENSATION.

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

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

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

                  (c)      any assignment of a Eurodollar Loan on a day other
         than the last day of the Interest Period therefor as a result of a
         request by the Borrower pursuant to Section 3.17;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.


                                       54
<PAGE>

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.12, each Lender shall be deemed to have funded each Eurodollar
Loan made by it at the Interbank Offered Rate for such Loan by a matching
deposit or other borrowing in the applicable offshore Dollar interbank market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Loan was in fact so funded. The covenants of the Borrower set forth
in this Section 3.12 shall survive the repayment of the Loans, the LOC
Obligations and other obligations under the Credit Documents and the termination
of the Commitments hereunder.

         3.13     PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

                  (a)      Loans. Each Loan (other than Swing Line Loans), each
         payment or (subject to the terms of Section 3.3) prepayment of
         principal of any Loan (other than Swing Line Loans) or reimbursement
         obligations arising from drawings under Letters of Credit, each payment
         of interest on the Loans (other than Swing Line Loans) or reimbursement
         obligations arising from drawings under Letters of Credit, each payment
         of Unused Fees, each payment of the Letter of Credit Fee, each
         reduction of the Revolving Committed Amount and each conversion or
         extension of any Loan (other than Swing Line Loans), shall be allocated
         pro rata among the Lenders in accordance with the respective principal
         amounts of their outstanding Loans of the applicable type and
         Participation Interests in Loans of the applicable type and Letters of
         Credit.

                  (b)      Swing Line Loans. The Swing Line Lender shall
         receive, for its own account, all payments or prepayments of principal
         and interest with respect to the Swing Line Loans; provided, however,
         upon the funding of the Participants' participation interests with
         respect to a Swing Line Loan pursuant to Section 2.2(d), such
         Participants shall be entitled to receive their pro rata share of any
         payment or prepayment of principal and interest with respect to such
         Swing Line Loan.

                  (c)      Advances.

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

                           (ii)     Unless the Borrower or any Lender has
                  notified the Administrative Agent prior to the date any
                  payment is required to be made by it to the Administrative
                  Agent hereunder, that the Borrower or such Lender, as the case
                  may be, will not make such payment, the Administrative Agent
                  may assume that the Borrower or such Lender, as the case may
                  be, has timely made such payment and may (but shall not
                  be so required to), in reliance thereon, make available a
                  corresponding amount to the Person entitled thereto. If and
                  to the extent that such payment was not in fact made to the
                  Administrative Agent in immediately available funds, then:


                                       55
<PAGE>

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

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

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

         3.14     SHARING OF PAYMENTS.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a Participation Interest in such Loans, LOC
Obligations and other obligations in such amounts, and make such other
adjustments from time to time, as shall be equitable to the end that all Lenders
share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of a
Participation Interest theretofore sold, return its share of that benefit
(together with


                                       56
<PAGE>

its share of any accrued interest payable with respect thereto) to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrower
agrees that any Lender so purchasing such a Participation Interest may, to the
fullest extent permitted by law, exercise all rights of payment, including
setoff, banker's lien or counterclaim, with respect to such Participation
Interest as fully as if such Lender were a holder of such Loan, LOC Obligations
or other obligation in the amount of such Participation Interest. Except as
otherwise expressly provided in this Credit Agreement, if any Lender shall fail
to remit to the Administrative Agent or any other Lender an amount payable by
such Lender to the Administrative Agent or such other Lender pursuant to this
Credit Agreement on the date when such amount is due, such payments shall be
made together with interest thereon for each date from the date such amount is
due until the date such amount is paid to the Administrative Agent or such other
Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.14 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.14 to share in the benefits of any recovery on such secured claim.

         3.15     PAYMENTS, COMPUTATIONS, ETC.

                  (a)      Generally. Except as otherwise specifically provided
         herein, all payments hereunder shall be made to the Administrative
         Agent in Dollars in immediately available funds, without condition or
         deduction for any counterclaim, defense, recoupment or setoff of any
         kind, at the Administrative Agent's office specified in Schedule 2.1(a)
         not later than 2:00 P.M. (Charlotte, North Carolina time) on the date
         when due. Payments received after such time shall be deemed to have
         been received on the next succeeding Business Day. The Administrative
         Agent may (but shall not be obligated to) debit the amount of any such
         payment which is not made by such time to any ordinary deposit account
         of the Borrower or any other Credit Party maintained with the
         Administrative Agent (with notice to the Borrower or such other Credit
         Party). The Borrower shall, at the time it makes any payment under this
         Credit Agreement, specify to the Administrative Agent the Loans, LOC
         Obligations, Fees, interest or other amounts payable by the Borrower
         hereunder to which such payment is to be applied (and in the event that
         it fails so to specify, or if such application would be inconsistent
         with the terms hereof, the Administrative Agent shall distribute such
         payment to the Lenders in such manner as the Administrative Agent may
         determine to be appropriate in respect of obligations owing by the
         Borrower hereunder, subject to the terms of Section 3.13(a)). The
         Administrative Agent will distribute such payments to such Lenders, if
         any such payment is received prior to 2:00 P.M. (Charlotte, North
         Carolina time) on a Business Day in like funds as received prior to the
         end of such Business Day and otherwise the Administrative Agent will
         distribute such payment to such Lenders on the next succeeding Business
         Day. Whenever any payment hereunder shall be stated to be due on a day
         which is not a Business Day, the due date thereof shall be extended to
         the next succeeding Business Day (subject to accrual of interest and
         Fees for the period of such extension), except that in the case of
         Eurodollar Loans, if the extension would cause the payment to be made
         in the next following calendar month, then such payment shall instead
         be made on the next preceding Business Day. Except as expressly
         provided otherwise herein, all computations of interest and fees shall
         be made on the basis of actual number of days elapsed over a year of
         360 days, except with respect to computation of interest on Base Rate
         Loans and Swing Line Loans which shall be calculated based on a


                                       57
<PAGE>

         year of 365 or 366 days, as appropriate. Interest shall accrue from and
         include the date of borrowing, but exclude the date of payment.

                  (b)      Allocation of Payments After Acceleration.
         Notwithstanding any other provisions of this Credit Agreement to the
         contrary, after acceleration of the Credit Party Obligations pursuant
         to Section 9.2, all amounts collected or received by the Administrative
         Agent or any Lender on account of the Credit Party Obligations or any
         other amounts outstanding under any of the Credit Documents or in
         respect of the Collateral shall be paid over or delivered as follows:

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

                           SECOND, to payment of any fees owed to the
                  Administrative Agent or the Swing Line Lender;

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

                           FOURTH, to the payment of all of the Credit Party
                  Obligations consisting of accrued fees and interest (including
                  Credit Party Obligations consisting of scheduled or periodic
                  payments with respect to Hedging Agreements);

                           FIFTH, to the payment of the outstanding principal
                  amount of the Credit Party Obligations (including the cash
                  collateralization of the outstanding LOC Obligations) and any
                  Credit Party Obligations consisting of termination or other
                  payments with respect to Hedging Agreements;

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

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

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category, (ii) each of the Lenders shall receive an
         amount equal to its pro rata share (based on the proportion that the
         then outstanding Credit Party Obligations held by such Lender bears to
         the aggregate then outstanding Credit Party Obligations) of amounts
         available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH"
         and "SIXTH" above and (iii) to the extent that any amounts available
         for distribution pursuant to clause "FIFTH" above are attributable to
         the issued but undrawn amount of outstanding Letters of Credit, such


                                       58
<PAGE>

         amounts shall be held by the Administrative Agent in a cash collateral
         account and applied (A) first, to reimburse the Issuing Lender from
         time to time for any drawings under such Letters of Credit and (B)
         then, following the expiration of all Letters of Credit, to all other
         obligations of the types described in clauses "FIFTH" and "SIXTH" above
         in the manner provided in this Section 3.15(b).

         3.16     EVIDENCE OF DEBT.

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

                  (b)      The Administrative Agent shall maintain the Register
         pursuant to Section 11.3(c), and a subaccount for each Lender, in which
         Register and subaccounts (taken together) shall be recorded (i) the
         amount, type and Interest Period of each such Loan hereunder, (ii) the
         amount of any principal or interest due and payable or to become due
         and payable to each Lender hereunder and (iii) the amount of any sum
         received by the Administrative Agent hereunder from or for the account
         of any Credit Party and each Lender's share thereof. The Administrative
         Agent will make reasonable efforts to maintain the accuracy of the
         subaccounts referred to in the preceding sentence and to promptly
         update such subaccounts from time to time, as necessary.

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

         3.17     MANDATORY ASSIGNMENT.

         In the event any Lender delivers to the Borrower any notice in
accordance with Section 3.6, 3.8, 3.9, or 3.11, then, provided that no Default
or Event of Default has occurred and is continuing at such time, the Borrower
may, at its own expense (such expense to include any transfer fee payable to the
Administrative Agent under Section 11.3(b)), and in its sole discretion require
such Lender to transfer and assign in whole or in part, without recourse (in
accordance with and subject to the terms and conditions of Section 11.3(b)), all
or part of its interests, rights and obligations under this Credit Agreement to
any assignee which shall assume such assigned obligations, provided that (i)
such assignee shall be (a) any Lender or any Affiliate or Subsidiary of a
Lender, or (b) any other commercial bank, financial institution or "accredited
investor" (as defined in Regulation D of the Securities and Exchange Commission)
reasonably acceptable to the Administrative Agent, (ii) such assignment shall
not conflict with any law, rule or regulation or order of any court or other
Governmental Authority and (iii) the Borrower or such assignee shall have paid
to the assigning Lender in immediately available funds the principal of and
interest


                                       59
<PAGE>

accrued to the date of such payment on the Loans made by it hereunder
and all other amounts owed to it hereunder (including, without limitation, any
amounts owing pursuant to Section 3.6, 3.8, 3.9, or 3.11).

                                    SECTION 4

                                    GUARANTY

         4.1      THE GUARANTY.

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

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, the obligations of each
Guarantor under this Credit Agreement and the other Credit Documents shall be
limited to an aggregate amount equal to the largest amount that would not render
such obligations subject to avoidance under Section 548 of the Bankruptcy Code
or any comparable provisions of any applicable state law.

         4.2      OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors under Section 4.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Credit Party Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.2 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances. Each Guarantor agrees that such Guarantor shall
have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Section 4 until
such time as the Credit Party Obligations have been Fully Satisfied. Without
limiting the generality of the foregoing, it is agreed that, to the fullest
extent permitted by law, the occurrence of any one or more of the following
shall not alter or impair the liability of any Guarantor hereunder which shall
remain absolute and unconditional as described above:


                                       60
<PAGE>

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

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

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

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

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

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

         4.3      REINSTATEMENT.

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


                                       61
<PAGE>

         4.4      CERTAIN ADDITIONAL WAIVERS.

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

         4.5      REMEDIES.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Credit Party Obligations may be declared to be
forthwith due and payable as provided in Section 9.2 (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Section 9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Credit Party
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Credit Party
Obligations being deemed to have become automatically due and payable), the
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of Section
4.1. The Guarantors acknowledge and agree that their obligations hereunder are
secured in accordance with the terms of the Collateral Documents and that the
Lenders may exercise their remedies thereunder in accordance with the terms
thereof.

         4.6      RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.6 shall be subordinate
and subject in right of payment to the Credit Party Obligations until such time
as the Credit Party Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any right or remedy under this Section 4.6 against any
other Guarantor until such Credit Party Obligations have been Fully Satisfied.
For purposes of this Section 4.6, (a) "Excess Payment" shall mean the amount
paid by any Guarantor in excess of its Pro Rata Share of any Credit Party
Obligations; (b) "Pro Rata Share" shall mean, for any Guarantor in respect of
any payment of Credit Party Obligations, the ratio (expressed as a percentage)
as of the date of such payment of Credit Party Obligations of (i) the amount by
which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by
which the aggregate present fair salable value of all assets and other
properties of all of the Credit Parties exceeds the amount of all of the debts
and liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Credit Parties hereunder) of
the Credit Parties; provided, however, that, for purposes of calculating the Pro
Rata Shares of the Guarantors in respect of any payment of Credit Party
Obligations, any Guarantor that became a Guarantor subsequent to the date of any
such payment shall be deemed to have been a Guarantor on the date of such
payment and the financial information for such Guarantor as of the date such
Guarantor became a Guarantor shall be utilized for such Guarantor in connection
with such payment; and (c) "Contribution Share" shall mean, for any Guarantor in
respect of any Excess Payment made by any other Guarantor, the ratio (expressed


                                       62
<PAGE>

as a percentage) as of the date of such Excess Payment of (i) the amount by
which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by
which the aggregate present fair salable value of all assets and other
properties of the Credit Parties other than the maker of such Excess Payment
exceeds the amount of all of the debts and liabilities (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of the Credit Parties) of the Credit Parties other than the maker of
such Excess Payment; provided, however, that, for purposes of calculating the
Contribution Shares of the Guarantors in respect of any Excess Payment, any
Guarantor that became a Guarantor subsequent to the date of any such Excess
Payment shall be deemed to have been a Guarantor on the date of such Excess
Payment and the financial information for such Guarantor as of the date such
Guarantor became a Guarantor shall be utilized for such Guarantor in connection
with such Excess Payment. This Section 4.6 shall not be deemed to affect any
right of subrogation, indemnity, reimbursement or contribution that any
Guarantor may have under applicable law against the Borrower in respect of any
payment of Credit Party Obligations. Notwithstanding the foregoing, all rights
of contribution against any Guarantor shall terminate from and after such time,
if ever, that such Guarantor shall be relieved of its obligations pursuant to
Section 8.5.

         4.7      GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

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

                                    SECTION 5

                                   CONDITIONS

         5.1      CLOSING CONDITIONS.

         The obligation of the Lenders to enter into this Credit Agreement and
to make the initial Loans or the Issuing Lender to issue the initial Letters of
Credit, whichever shall occur first, shall be subject to satisfaction of the
following conditions:

                  (a)      Executed Credit Documents. Receipt by the
         Administrative Agent of duly executed copies of: (i) this Credit
         Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) the Fee
         Letters and (v) all other Credit Documents.

                  (b)      Corporate Documents. Receipt by the Administrative
         Agent of the following:

                           (i)      Charter Documents. Copies of the articles or
                  certificates of incorporation or other charter documents of
                  each Credit Party certified to be true and complete as of a
                  recent date by the appropriate Governmental Authority of the
                  state or other jurisdiction of its incorporation and certified
                  by a secretary or assistant secretary of such Credit Party to
                  be true and correct as of the Closing Date.


                                       63
<PAGE>

                           (ii)     Bylaws. A copy of the bylaws of each Credit
                  Party certified by a secretary or assistant secretary of such
                  Credit Party to be true and correct as of the Closing Date.

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

                           (iv)     Good Standing. Copies of certificates of
                  good standing, existence or its equivalent with respect to
                  each Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state or other
                  jurisdiction of incorporation and each other jurisdiction in
                  which the failure to so qualify and be in good standing could
                  have a Material Adverse Effect.

                           (v)      Incumbency. An incumbency certificate of
                  each Credit Party certified by a secretary or assistant
                  secretary to be true and correct as of the Closing Date.

         (c)      Opinions of Counsel. The Administrative Agent shall have
received, in each case dated as of the Closing Date and in form and substance
reasonably satisfactory to the Administrative Agent:

                  (i)      a legal opinion of Robinson Bradshaw & Hinson,
         outside counsel for the Credit Parties;

                  (ii)     a legal opinion of in-house counsel for the Credit
         Parties with respect to various corporate and organizational matters
         for each Credit Party; and

                  (iii)    a legal opinion of special local North Carolina
         counsel for the Credit Parties for the North Carolina Mortgaged
         Property.

         (d)      Personal Property Collateral. The Administrative Agent shall
have received:

                  (i)      updated searches of Uniform Commercial Code filings
         in the jurisdiction of the chief executive office of each Credit Party,
         the jurisdiction of organization or incorporation of each Credit Party
         and each jurisdiction where any Collateral is located or where a filing
         would need to be made in order to perfect the Administrative Agent's
         security interest in the Collateral, copies of the financing statements
         on file in such jurisdictions and evidence that no Liens exist other
         than Permitted Liens;

                  (ii)     duly executed UCC financing statements (or
         amendments, if appropriate) for each appropriate jurisdiction as is
         necessary, in the Administrative Agent's sole discretion, to perfect
         the Administrative Agent's security interest in the Collateral;


                                       64

<PAGE>
                           (iii)    searches of ownership of, and Liens on,
                  intellectual property of each Credit Party in the appropriate
                  governmental offices;

                           (iv)     all certificates evidencing any certificated
                  Capital Stock pledged to the Administrative Agent pursuant to
                  the Pledge Agreement, together with duly executed in blank,
                  undated stock powers attached thereto (unless, with respect to
                  the pledged Capital Stock of any Foreign Subsidiary, such
                  stock powers are deemed unnecessary by the Administrative
                  Agent in its reasonable discretion under the law of the
                  jurisdiction of incorporation of such Person);

                           (v)      duly executed notices of grant of security
                  interest in the form required by the Security Agreement as are
                  necessary, in the Administrative Agent's sole discretion, to
                  perfect the Administrative Agent's security interest in the
                  Collateral;

                           (vi)     all instruments and chattel paper in the
                  possession of any of the Credit Parties, together with
                  allonges or assignments as may be necessary or appropriate to
                  perfect the Administrative Agent's security interest in the
                  Collateral; and

                           (vii)    duly executed consents as are necessary, in
                  the Administrative Agent's reasonable discretion, to perfect
                  the Administrative Agent's security interest in the
                  Collateral.

                  (e)      Real Property Collateral. The Administrative Agent
         shall have received, in form and substance reasonably satisfactory to
         the Administrative Agent:

                           (i)      fully executed and notarized mortgages,
                  deeds of trust or deeds to secure debt or amendments to such
                  existing documents, as the Administrative Agent may deem
                  appropriate (each, as the same may be amended, modified,
                  restated or supplemented from time to time, a "Mortgage
                  Instrument" and collectively the "Mortgage Instruments")
                  encumbering the fee interest and/or leasehold interest of any
                  Credit Party in each of the Real Properties (other than
                  Excluded Properties) designated in Schedule 6.20(a) (each a
                  "Mortgaged Property" and collectively the "Mortgaged
                  Properties");

                           (ii)     an update of the ALTA mortgagee title
                  insurance policies issued by Commonwealth Land Title Company
                  of North Carolina (the "Mortgage Policies"), in amounts not
                  less than the respective amounts designated in Schedule
                  6.20(a) with respect to the North Carolina Mortgaged Property
                  (other than leasehold sites), assuring the Administrative
                  Agent that each of the Mortgage Instruments creates a valid
                  and enforceable first priority mortgage lien on the applicable
                  Mortgaged Property, free and clear of all defects and
                  encumbrances except Permitted Liens, which Mortgage Policies
                  shall otherwise be in form and substance reasonably
                  satisfactory to the Administrative Agent and shall include
                  such endorsements as are reasonably requested by the
                  Administrative Agent;


                                       65
<PAGE>

                           (iii)    for all real properties other than leasehold
                  properties, evidence as to (A) whether any Mortgaged Property
                  is in an area designated by the Federal Emergency Management
                  Agency as having special flood or mud slide hazards (a "Flood
                  Hazard Property") and (B) if any Mortgaged Property is a Flood
                  Hazard Property, (1) whether the community in which such
                  Mortgaged Property is located is participating in the National
                  Flood Insurance Program, (2) the applicable Credit Party's
                  written acknowledgment of receipt of written notification from
                  the Administrative Agent (a) as to the fact that such
                  Mortgaged Property is a Flood Hazard Property and (b) as to
                  whether the community in which each such Flood Hazard Property
                  is located is participating in the National Flood Insurance
                  Program and (3) copies of insurance policies or certificates
                  of insurance of the Consolidated Parties evidencing flood
                  insurance satisfactory to the Administrative Agent and naming
                  the Administrative Agent as sole loss payee on behalf of the
                  Lenders;

                  (f)      Senior Subordinated Notes. The gross proceeds
         beneficially received by the Borrower (excluding any original issue
         discount and before taking into account any underwriters' discount)
         from the issuance by the Borrower of the Senior Subordinated Notes on
         terms satisfactory to the Administrative Agent and the Lenders shall be
         at least $175,000,000. The Administrative Agent shall have received a
         copy certified by an Executive Officer of the Borrower as true and
         complete of the Senior Subordinated Note Indenture, as originally
         executed and delivered, together with all exhibits and schedules
         thereto.

                  (g)      Availability. After giving effect to the Darvon
         Transaction, including the initial Loans made hereunder on the Closing
         Date, Availability shall be no less than $20,000,000.

                  (h)      Evidence of Insurance. Receipt by the Administrative
         Agent of copies of insurance policies or certificates of insurance of
         the Consolidated Parties evidencing liability and casualty insurance
         meeting the requirements set forth in the Credit Documents, including,
         but not limited to, naming the Administrative Agent as additional
         insured (in the case of liability insurance) or loss payee (in the case
         of hazard insurance) on behalf of the Lenders.

                  (i)      Consents. Receipt by the Administrative Agent of
         evidence that all governmental, shareholder and material third party
         consents (including Hart-Scott-Rodino clearance) and approvals
         necessary or desirable in connection with the Darvon Transaction and
         expiration of all applicable waiting periods without any action being
         taken by any authority that could restrain, prevent or impose any
         material adverse conditions on the Darvon Transaction or that could
         seek or threaten any of the foregoing, and no law or regulation shall
         be applicable which in the judgment of the Administrative Agent could
         have such effect.

                  (j)      Consummation of Darvon Transaction. The
         Administrative Agent's satisfactory review of the Darvon Purchase
         Agreement (including all schedules and exhibits thereto and, if
         applicable, any contemplated seller financing and/or third-party
         service or supply agreement) (collectively, the "Darvon Transaction
         Documents")


                                       66
<PAGE>

         regarding the acquisition of the Darvon Product which shall provide for
         an aggregate purchase price not in excess of $211.4 million. The Darvon
         Transaction shall have been consummated in accordance with the terms of
         the Darvon Transaction Documents and in material compliance with
         applicable law and regulatory approvals, all material conditions
         precedent to the obligations of the buyer under the Darvon Purchase
         Agreement shall have been satisfied and the Administrative Agent shall
         be satisfied that after giving effect to the Darvon Transaction,
         including the application on the Closing Date of the proceeds of the
         related financings and equity contributions, the Consolidated Parties
         shall have no Indebtedness except for Indebtedness permitted under
         Section 8.1. Subsequent to February 18, 2002, the Darvon Transaction
         Documents shall not have been altered, amended or otherwise changed or
         supplemented in any material respect or any material condition therein
         waived, without the prior written consent of the Administrative Agent.

                  (k)      Officer's Certificates. The Administrative Agent
         shall have received a certificate or certificates executed by an
         Executive Officer of the Borrower as of the Closing Date, in form and
         substance satisfactory to the Administrative Agent, stating that (A)
         each Credit Party is in compliance with all existing material financial
         obligations, (B) all material governmental, shareholder and third party
         consents and approvals, if any, with respect to the Credit Documents
         and the transactions contemplated thereby have been obtained, (C) no
         action, suit, investigation or proceeding is pending or threatened in
         any court or before any arbitrator or governmental instrumentality that
         purports to affect any Credit Party or any transaction contemplated by
         the Credit Documents, if such action, suit, investigation or proceeding
         would reasonably be expected to have a Material Adverse Effect, (D) the
         transactions contemplated by the Darvon Purchase Agreement have been
         consummated contemporaneously with funding of the Facilities hereunder
         in accordance with the terms thereof and (E) immediately after giving
         effect to the Darvon Transaction, (1) no Default or Event of Default
         exists and (2) all representations and warranties contained herein and
         in the other Credit Documents are true and correct in all material
         respects.

                  (l)      Solvency. The Administrative Agent shall have
         received a certificate executed by an Executive Officer of the Borrower
         as of the Closing Date, in form and substance satisfactory to the
         Administrative Agent, regarding the Solvency of each of the Credit
         Parties on a consolidated basis.

                  (m)      Fees and Expenses. Payment by the Credit Parties to
         the Lenders and the Administrative Agent of all fees and expenses
         relating to the Credit Facilities which are due and payable on the
         Closing Date, including, without limitation, payment of the respective
         fees set forth in the Fee Letters.

                  (n)      Additional Financial Information. The Administrative
         Agent shall have received and, in each case been satisfied with, (i) a
         closing balance sheet as of a recent date giving effect to the Darvon
         Transaction and the transactions contemplated hereby and reflecting
         estimated purchase price accounting adjustments, all in form and
         substance satisfactory to the Administrative Agent, (ii) all financial
         information reasonably requested by the Administrative Agent with
         respect to the Darvon Product for the month ending February 28, 2002,
         and (iii) all financial statements and audits referred to in Section
         6.1(a).


                                       67
<PAGE>

                  (o)      Litigation, Etc. There shall not exist (a) any order,
         decree, judgment, ruling or injunction which restrains the consummation
         of the Darvon Transaction in the manner contemplated by the Darvon
         Transaction Documents, and (b) any pending or threatened action, suit,
         investigation or proceeding, which, if adversely determined, could
         materially and adversely affect the Borrower or its subsidiaries, any
         transaction contemplated hereby or the ability of the Borrower and its
         subsidiaries or any other Guarantor to perform its obligations under
         the documentation for the Credit Facilities or the ability of the
         Lenders to exercise their rights thereunder.

                  (p)      No Material Adverse Change. There shall not have
         occurred a material adverse change since December 31, 2001 in the
         business, assets, liabilities (actual or contingent), operations,
         condition (financial or otherwise) or prospects of the Borrower or the
         Darvon Product, in the case of the Borrower together with its
         Subsidiaries taken as a whole, or in the facts and information
         regarding such entities and assets as represented to date.

                  (q)      Termination of Prior Financings. The obligations of
         the Lenders (as defined in the Existing Loan Agreement) under the
         Existing Loan Agreement shall have been (or will be upon the initial
         borrowing hereunder and the application of the proceeds thereof)
         terminated and the obligations of the Borrower (as defined in the
         Existing Loan Agreement) thereunder shall have been (or will be upon
         such borrowing and application of proceeds) paid in full and fully
         satisfied, except for those obligations that by their terms survive
         termination of the Existing Loan Agreement. The obligations of the
         lenders and the holders (and any other parties from time to time party
         to the TROL) under the TROL have been (or will be upon the initial
         borrowing hereunder and the application of the proceeds thereof)
         terminated and the obligations of the Borrower (as defined in the TROL)
         thereunder shall have been (or will be upon such borrowing and
         application of proceeds) paid in full and fully satisfied, except for
         those obligations that by their terms survive termination of the TROL.

                  (r)      Other. Receipt by the Lenders of such other
         documents, instruments, agreements or information as reasonably
         requested by any Lender, including, but not limited to, information
         regarding litigation, tax, accounting, labor, insurance, pension
         liabilities (actual or contingent), real estate leases, material
         contracts, debt agreements, property ownership and contingent
         liabilities of the Consolidated Parties.

         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligations of each Lender to make, convert or extend any Loan and
of the Issuing Lender to issue or extent any Letter of Credit (including the
initial Loans and the initial Letter of Credit) are subject to satisfaction of
the following conditions in addition to satisfaction on the Closing Date of the
conditions set forth in Section 5.1:

                  (a)      The Borrower shall have delivered (i) in the case of
         any Revolving Loan, or any portion of the Term Loan, an appropriate
         Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case
         of any Swing Line Loan, an appropriate Swing Line Loan Request and
         (iii) in the case of any Letter of Credit, the Issuing Lender shall
         have


                                       68
<PAGE>

         received an appropriate request for issuance in accordance with the
         provisions of Section 2.4(b).

                  (b)      The representations and warranties set forth in
         Section 6 shall, subject to the limitations set forth therein, be true
         and correct in all material respects as of such date (except for those
         which expressly relate to an earlier date);

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

                  (d)      Immediately after giving effect to the making of such
         Loan, in the case of a request for a Revolving Loan, (and the
         application of the proceeds thereof) or to the issuance of such Letter
         of Credit, as the case may be, (i) the sum of the aggregate outstanding
         principal amount of Revolving Loans plus the aggregate outstanding
         principal amount of Swing Line Loans plus the LOC Obligations shall not
         exceed the Revolving Committed Amount and (ii) the LOC Obligations
         shall not exceed the LOC Committed Amount.

The delivery of each Notice of Borrowing and each request for a Letter of Credit
pursuant to Section 2.4(b) shall constitute a representation and warranty by the
Credit Parties of the correctness of the matters specified in subsections (b),
(c) and (d) above.

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

         The Credit Parties hereby represent to the Administrative Agent and
each Lender that:

         6.1      FINANCIAL CONDITION.

         (a)      The audited consolidated and unaudited consolidating balance
         sheets and income statements of the Consolidated Parties for the fiscal
         years ended December 31, 2000 and December 31, 2001 (including the
         notes thereto) (i) have been audited (with respect to such consolidated
         statements) by Ernst & Young LLP, (ii) have been prepared in accordance
         with GAAP consistently applied throughout the periods covered thereby
         and (iii) present fairly in all material respects (on the basis
         disclosed in the footnotes to such financial statements) the
         consolidated and consolidating financial condition, results of
         operations and cash flows (consolidated only) of the Consolidated
         Parties as of such date and for such periods. The unaudited interim
         balance sheets of the Consolidated Parties as at the end of, and the
         related unaudited interim statements of earnings and of cash flows for
         each fiscal month ended after December 31, 2001 and prior to the
         Closing Date (i) have been prepared in accordance with GAAP (except for
         the omission of footnotes and subject to year end audit adjustment)
         consistently applied throughout the periods covered thereby and (ii)
         present fairly the consolidated and consolidating financial condition,
         results of operations and cash flows (consolidated only) of the
         Consolidated Parties as of such date and for such periods. During the
         period from December 31, 2001 to and including the Closing Date, there
         has been no sale, transfer or other disposition by any Consolidated
         Party of any material part of the business or property of the
         Consolidated Parties, taken as a whole, and no purchase or other


                                       69
<PAGE>

         acquisition (other than (x) the Darvon Transaction and (y) the
         acquisition from Aesgen, Inc. of the generic injectable vitamin D
         nutritional product the Borrower intends to market under the brand name
         Aquasol D, as described in the Offering Memorandum relating to the
         Senior Subordinated Notes) by any of them of any business or property
         (including any Capital Stock of any other Person) material in relation
         to the consolidated financial condition of the Consolidated Parties,
         taken as a whole, in each case, which is not reflected in the foregoing
         financial statements or in the notes thereto and has not otherwise been
         disclosed in writing to the Lenders on or prior to the Closing Date. As
         of the Closing Date, the Borrower and its Subsidiaries have no material
         liabilities (contingent or otherwise) that are not reflected in the
         foregoing financial statements or in the notes thereto, other than the
         Indebtedness evidenced by the Senior Subordinated Notes and this Credit
         Agreement.

                  (b)      The pro forma consolidated balance sheet of the
         Consolidated Parties as of a recent date preceding the Closing Date
         giving effect to the Darvon Acquisition in accordance with the terms of
         the Darvon Purchase Agreement and reflecting estimated purchase
         accounting adjustments is based upon reasonable assumptions made known
         to the Lenders and upon information not known to be incorrect or
         misleading in any material respect.

                  (c)      The financial statements delivered pursuant to
         Section 7.1(a) and (b) have been prepared in accordance with GAAP
         (except as may otherwise be permitted under Section 7.1(a) and (b)) and
         present fairly in all material respects (in the case of such statements
         delivered pursuant to Section 7.1(a), on the basis disclosed in the
         footnotes to such financial statements) the consolidated and
         consolidating financial condition, results of operations and cash flows
         of the Consolidated Parties as of such date and for such periods.

         6.2      NO MATERIAL CHANGE.

         Since December 31, 2001, there has been no development or event
relating to or affecting a Consolidated Party which has had or would reasonably
be expected to have a Material Adverse Effect.

         6.3      ORGANIZATION AND GOOD STANDING.

         Each of the Consolidated Parties (a) is duly organized, validly
existing and is in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged and (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not have or would not reasonably be
expected to have a Material Adverse Effect.

         6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party, and in the case of the Borrower, to obtain
extensions of credit hereunder, and has taken all necessary corporate or


                                       70
<PAGE>

other necessary action to authorize the borrowings and other extensions of
credit on the terms and conditions of this Credit Agreement and to authorize the
execution, delivery and performance of the Credit Documents to which it is a
party. No consent or authorization of, filing with, notice to or other similar
act by or in respect of, any Governmental Authority or any other Person is
required to be obtained or made by or on behalf of any Credit Party in
connection with the borrowings or other extensions of credit hereunder, with the
execution, delivery, performance, validity or enforceability of the Credit
Documents to which such Credit Party is a party or with the consummation of the
Darvon Transaction, except for (i) consents, authorizations, notices and filings
described in Schedule 6.4, all of which have been obtained or made or have the
status described in such Schedule 6.4 and (ii) filings and other actions to
perfect the Liens created by the Collateral Documents. This Credit Agreement has
been, and each other Credit Document to which any Credit Party is a party will
be, duly executed and delivered on behalf of the Credit Parties. This Credit
Agreement constitutes, and each other Credit Document to which any Credit Party
is a party when executed and delivered will constitute, a legal, valid and
binding obligation of such Credit Party enforceable against such party in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law) or by
principles of good faith and fair dealing.

         6.5      NO CONFLICTS.

         Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its articles or certificate of
incorporation or bylaws or other organizational or governing documents of such
Person, (b) violate, contravene or materially conflict with any Requirement of
Law or any other law, regulation (including, without limitation, Regulation U,
Regulation X, the FDA Regulations or the HHS Regulations), order, writ,
judgment, injunction, decree or permit applicable to it, (c) violate, contravene
or conflict with contractual provisions of, or cause an event of default under,
any material indenture, loan agreement, mortgage, deed of trust, contract or
other agreement or instrument to which it is a party or by which it may be
bound, except in the case of clauses (b) and (c) where such violations or
conflicts would not be reasonably likely, individually or in the aggregate, to
have a Material Adverse Effect, or (d) result in or require the creation of any
Lien (other than those contemplated in or created in connection with the Credit
Documents) upon or with respect to its properties.

         6.6      NO DEFAULT.

         No Consolidated Party is in default in any respect under any contract,
lease, loan agreement, indenture, mortgage, security agreement or other
agreement or obligation to which it is a party or by which any of its properties
is bound which default could have a Material Adverse Effect. No Default or Event
of Default exists except as previously disclosed in writing to the Lenders.

         6.7      OWNERSHIP OF PROPERTIES.

         Except as set forth in Schedule 6.7, each Consolidated Party (i) holds
interests as lessee under valid leases in full force and effect with respect to
all material leased real and personal property used in connection with its
business, (ii) possesses or has rights to use licenses, patents,


                                       71
<PAGE>

copyrights, trademarks, service marks, trade names and other assets sufficient
to enable it to continue to conduct its business substantially as heretofore
conducted and without any material conflict with the rights of others, and (iii)
has good title to all of its other properties and assets reflected in the most
recent financial statements referred to in Section 6.1(a) (except as sold or
otherwise disposed of since the date thereof in the ordinary course of business
and except those properties which would not be reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect), in each case under (i),
(ii) and (iii) above free and clear of all Liens other than Permitted Liens.

         6.8      INDEBTEDNESS.

         Except as otherwise permitted under Section 8.1, the Consolidated
Parties have no material Indebtedness.

         6.9      LITIGATION.

         Except as disclosed in Schedule 6.9, there does not exist (i) any
order, decree, judgment, ruling or injunction which restrains the consummation
of the acquisition of the Darvon Product in the manner contemplated by the
Darvon Purchase Agreement or (ii) any pending or threatened action, suit or
legal, equitable, arbitration or administrative proceeding against any
Consolidated Party which would be reasonably expected to have a Material Adverse
Effect.

         6.10     TAXES.

         Each Consolidated Party has filed, or caused to be filed, all tax
returns (Federal, state, local and foreign) required to be filed and paid (a)
all amounts of taxes shown thereon to be due (including interest and penalties)
and (b) all other taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles
taxes) owing by it, except for such taxes (i) which are not yet delinquent or
(ii) that are being contested in good faith and by proper proceedings, and
against which adequate reserves are being maintained in accordance with GAAP. No
Credit Party is aware as of the Closing Date of any proposed tax assessments
against it or any other Consolidated Party.

         6.11     COMPLIANCE WITH LAW.

         Each Consolidated Party is in compliance with all Requirements of Law
and all other laws, rules, regulations, orders and decrees (including without
limitation Environmental Laws) applicable to it, or to its properties, unless
such failure to comply would not reasonably be expected to have a Material
Adverse Effect. Without limiting the generality of the immediately preceding
sentence, each Consolidated Party (i) is in compliance with all terms and
provisions of FDA Regulations and the HHS Regulations and (ii) has not received
any notice or other correspondence from the FDA with respect to such
Consolidated Party's failure to comply with current good manufacturing practices
as determined by the FDA or any other potential or actual noncompliance of such
Consolidated Party with FDA rules and regulations in each case in clauses (i)
and (ii) above, unless such non-compliance would not reasonably be expected to
have a Material Adverse Effect.


                                       72
<PAGE>

         6.12     ERISA.

         Except as disclosed and described in Schedule 6.12 attached hereto:

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

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

                  (c)      Neither any Consolidated Party nor any ERISA
         Affiliate has incurred, or, to the knowledge of the Executive Officers
         of the Credit Parties, could be reasonably expected to incur, any
         withdrawal liability under ERISA to any Multiemployer Plan or Multiple
         Employer Plan. Neither any Consolidated Party nor any ERISA Affiliate
         would become subject to any withdrawal liability under ERISA if any
         Consolidated Party or any ERISA Affiliate were to withdraw completely
         from all Multiemployer Plans and Multiple Employer Plans as of the
         valuation date most closely preceding the date on which this
         representation is made or deemed made. Neither any Consolidated Party
         nor any ERISA Affiliate has received any notification that any
         Multiemployer Plan is in reorganization (within the meaning of Section
         4241 of ERISA), is insolvent (within the meaning of Section 4245 of
         ERISA), or has been terminated (within the meaning of Title IV of
         ERISA), and no Multiemployer Plan is, to the knowledge of the Executive
         Officers of the Credit Parties, reasonably expected to be in
         reorganization, insolvent, or terminated.

                  (d)      To the knowledge of the Executive Officers of the
         Credit Parties, no prohibited transaction (within the meaning of
         Section 406 of ERISA or Section 4975 of the Code) or breach of
         fiduciary responsibility has occurred with respect to a Plan which has
         subjected or may subject any Consolidated Party or any ERISA Affiliate
         to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
         Section 4975 of the Code, or under any agreement or other instrument
         pursuant to which any Consolidated Party or any ERISA Affiliate has
         agreed or is required to indemnify any Person against any such
         liability.


                                       73
<PAGE>

                  (e)      Neither any Consolidated Party nor any ERISA
         Affiliates has any material liability with respect to "expected
         post-retirement benefit obligations" within the meaning of the
         Financial Accounting Standards Board Statement 106. Each Plan which is
         a welfare plan (as defined in Section 3(1) of ERISA) to which Sections
         601-609 of ERISA and Section 4980B of the Code apply has been
         administered in material compliance with such sections.

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

         6.13     CORPORATE STRUCTURE; CAPITAL STOCK, ETC.

         The corporate ownership structure of the Consolidated Parties as of the
Closing Date after giving effect to the Darvon Transaction is as described in
Schedule 6.13A. Set forth on Schedule 6.13B is a complete and accurate list as
of the Closing Date with respect to the Borrower and each of its direct and
indirect Subsidiaries of (i) jurisdiction of incorporation, (ii) number of
shares of each class of Capital Stock outstanding, (iii) number and percentage
of outstanding shares of each class owned (directly or indirectly) by the
Consolidated Parties and (iv) number and effect, if exercised, of all
outstanding options, warrants, rights of conversion or purchase and all other
similar rights with respect thereto as of the Closing Date. The outstanding
Capital Stock of all such Persons is validly issued, fully paid and
non-assessable and is owned by the Consolidated Parties, directly or indirectly,
in the manner set forth on Schedule 6.13B, free and clear of all Liens (other
than those arising under or contemplated in connection with the Credit
Documents). Other than as set forth in Schedule 6.13B, neither the Borrower nor
any of its Subsidiaries has outstanding any securities convertible into or
exchangeable for its Capital Stock nor does any such Person have outstanding any
rights to subscribe for or to purchase or any options for the purchase of, or
any agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to its Capital Stock.

         6.14     GOVERNMENTAL REGULATIONS, ETC.

                  (a)      None of the transactions contemplated by this Credit
         Agreement (including, without limitation, the direct or indirect use of
         the proceeds of the Loans) will violate or result in a violation of the
         Securities Act, the Securities Exchange Act or any of Regulations U and
         X. If requested by any Lender or the Administrative Agent, the Borrower
         will furnish to the Administrative Agent and each Lender a statement,
         in conformity with the


                                       74
<PAGE>

         requirements of FR Form U-1 referred to in Regulation U, that no part
         of the Letters of Credit or proceeds of the Loans will be used,
         directly or indirectly, for the purpose of "buying" or "carrying" any
         "margin stock" within the meaning of Regulations U and X, or for the
         purpose of purchasing or carrying or trading in any securities.

                  (b)      None of the Consolidated Parties is (i) an
         "investment company", or a company "controlled" by an "investment
         company", within the meaning of the Investment Company Act of 1940, as
         amended, (ii) a "holding company" as defined in, or otherwise subject
         to regulation under, the Public Utility Holding Company Act of 1935, as
         amended or (iii) subject to regulation under any other Federal or state
         statute or regulation which limits its ability to incur Indebtedness.

         6.15     PURPOSE OF LOANS AND LETTERS OF CREDIT.

         The proceeds of the Loans hereunder shall be used solely by the
Borrower (a) to effect the Darvon Transaction, (b) to pay fees and expenses
related to the Darvon Transaction and transactions contemplated to occur on or
prior to the Closing Date by the Credit Documents, (c) to refinance the
outstanding principal amount of existing Indebtedness of the Borrower (including
the Existing Loan Agreement and the TROL), (d) for Permitted Acquisitions, (e)
so long as the conditions in Section 8.7 have each been satisfied, to fund all
or a portion of the MVI Payment and (f) to provide for working capital and
general corporate purposes of the Borrower and its Subsidiaries. The Letters of
Credit shall be used only for or in connection with appeal bonds, reimbursement
obligations arising in connection with surety and reclamation bonds,
reinsurance, domestic or international trade transactions and obligations not
otherwise aforementioned relating to transactions entered into by the applicable
account party in the ordinary course of business.

         6.16     ENVIRONMENTAL MATTERS.

         Except as could not reasonably be expected to have a Material Adverse
Effect or as disclosed and described in Schedule 6.16 attached hereto:

                  (a)      Each of the Real Properties and all operations at the
         Real Properties are in compliance with all applicable Environmental
         Laws, there is no violation of any Environmental Law with respect to
         the Real Properties or the Businesses, and there are no conditions
         relating to the Real Properties or the Businesses that could give rise
         to liability under any applicable Environmental Laws.

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

                  (c)      No Consolidated Party has received any written or
         verbal notice of, or inquiry from any Governmental Authority regarding,
         any violation, alleged violation, non-compliance, liability or
         potential liability regarding environmental matters or compliance with
         Environmental Laws with regard to any of the Real Properties or the
         Businesses, nor does any Executive Officer of any Credit Party have
         knowledge or reason to believe that any such notice will be received or
         is being threatened.


                                       75
<PAGE>

                  (d)      To the knowledge of the Credit Parties, Materials of
         Environmental Concern have not been transported or disposed of from the
         Real Properties, or generated, treated, stored or disposed of at, on or
         under any of the Real Properties or any other location, in each case by
         or on behalf of any Consolidated Party in violation of, or in a manner
         that could give rise to liability under, any applicable Environmental
         Law.

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

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

         6.17     INTELLECTUAL PROPERTY.

         Each Consolidated Party owns, or has the legal right to use, all
trademarks, service marks, trade names, trade dress, patents, copyrights,
technology, know-how and processes (the "Intellectual Property") necessary for
each of them to conduct its business as currently conducted except for those the
failure to own or have such legal right to use could not have a Material Adverse
Effect. Set forth on Schedule 6.17 is a list of all Intellectual Property
registered or pending registration with the United States Copyright Office or
the United States Patent and Trademark Office and owned by each Consolidated
Party or that any Consolidated Party has the right to use. Except as provided on
Schedule 6.17, no claim has been asserted and is pending by any Person
challenging or questioning the use of the Intellectual Property or the validity
or effectiveness of the Intellectual Property, nor does any Credit Party know of
any such claim, and, to the knowledge of the Executive Officers of the Credit
Parties, the use of the Intellectual Property by any Consolidated Party or the
granting of a right or a license in respect of the Intellectual Property from
any Consolidated Party does not infringe on the rights of any Person, except for
such claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. As of the Closing Date, none of the
Intellectual Property (other than Intellectual Property in jurisdictions other
than the United States) of the Consolidated Parties is subject to any licensing
agreement or similar arrangement except as set forth on Schedule 6.17.

         6.18     SOLVENCY.

         The Credit Parties are Solvent on a consolidated basis.


                                       76
<PAGE>

         6.19     INVESTMENTS.

         All Investments of each Consolidated Party are Permitted Investments.

         6.20     BUSINESS LOCATIONS.

         Set forth on Schedule 6.20(a) is a list of all Real Properties located
in the United States as of the Closing Date. Set forth on Schedule 6.20(b) is a
list of all locations where any tangible personal property of a Consolidated
Party is located as of the Closing Date. Set forth on Schedule 6.20(c) is the
chief executive office, jurisdiction of incorporation or formation and principal
place of business of each Consolidated Party as of the Closing Date.

         6.21     DISCLOSURE.

         Neither this Credit Agreement, nor any other Credit Document or Darvon
Transaction Document, nor any financial statements delivered to the Lenders nor
any other document, certificate or statement furnished to the Lenders by or on
behalf of any Consolidated Party in connection with the transactions
contemplated hereby taken as a whole contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained therein or herein not materially misleading.

         6.22     NO BURDENSOME RESTRICTIONS.

         No Consolidated Party is a party to any agreement or instrument or
subject to any other obligation or any charter or corporate restriction or any
provision of any applicable law, rule or regulation which, individually or in
the aggregate, could have a Material Adverse Effect.

         6.23     BROKERS' FEES.

         No Consolidated Party has any obligation to any Person in respect of
any finder's, broker's, investment banking or other similar fee in connection
with any of the transactions contemplated under the Credit Documents other than
to the Administrative Agent, Lenders and their Affiliates in connection
therewith.

         6.24     LABOR MATTERS.

         Except as set forth on Schedule 6.24, there are no collective
bargaining agreements or Multiemployer Plans covering the employees of a
Consolidated Party as of the Closing Date and none of the Consolidated Parties
has suffered any strikes, walkouts, work stoppages or other material labor
difficulty within the last five years.

         6.25     NATURE OF BUSINESS.

         As of the Closing Date, the Consolidated Parties are engaged in the
business of specialty pharmaceutical services with comprehensive drug
development capabilities with focus in fee-for-service pharmaceutical services,
drug product sales, pharmaceutical product development, pharmaceutical product
manufacturing and product life cycle management and ancillary businesses.


                                       77
<PAGE>

         6.26     TRANSACTIONS WITH AFFILIATES.

         Except as set forth on Schedule 6.26 or disclosed in filings with the
Securities and Exchange Commission, there are no material Contractual
Obligations of the Borrower or any of its Subsidiaries to any of the officers,
directors, managers, shareholders, members, employees, Affiliates or their
respective Affiliates, of the Borrower or any of its Subsidiaries other than (i)
for payment of salary for services rendered, (ii) for reimbursement for
reasonable expenses incurred on behalf of the Borrower or its Subsidiaries,
(iii) for standard employee benefits made generally available to all employees
of the Borrower (including stock option agreements outstanding under any stock
option plan approved by the Board of Directors of the Borrower, (iv) pursuant to
any of the Credit Documents and (v) between or among Consolidated Parties.
Except as set forth on Schedule 6.26 or disclosed in filings with the Securities
and Exchange Commission, none of the officers, directors, managers,
shareholders, members, employees, Affiliates, or their respective Affiliates, of
the Borrower or any of its Subsidiaries has incurred Indebtedness to the
Borrower (other than intercompany Indebtedness permitted under Section 8.1) or
has any direct or indirect ownership interest in any Person with which the
Borrower is affiliated or, to the Borrower's best knowledge, with which the
Borrower or any of its Subsidiaries has a business relationship except that such
Person may own stock in publicly traded companies. Other than as set forth on
Schedule 6.26 or disclosed in filings with the Securities and Exchange
Commission, no officer, director, manager, shareholder, member, employee,
Affiliate (other than Consolidated Parties), or any of their respective
Affiliates of the Borrower or any of its Subsidiaries, is, directly or
indirectly, interested in any material Contractual Obligation with the Borrower.
Except as may be expressly disclosed in notes to the financial statements
delivered pursuant to Section 7.1 hereof or otherwise permitted under Section
8.1, the Borrower is not a guarantor or indemnitor of any Indebtedness of any
other Person.

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that until such time as
this Credit Agreement has been terminated in accordance with the terms of
Section 11.13:

         7.1      INFORMATION COVENANTS.

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

                  (a)      Annual Financial Statements. As soon as available,
         and in any event within 90 days after the close of each fiscal year of
         the Consolidated Parties, either (i) a copy of a report on Form 10-K,
         or any successor form, and any amendments thereto, filed by the
         Borrower with the Securities and Exchange Commission with respect to
         the immediately preceding fiscal year or (ii) a consolidated and
         consolidating balance sheet and income statement of the Consolidated
         Parties as of the end of such fiscal year, together with related
         consolidated statements of stockholders' equity and cash flows for such
         fiscal year, in each case setting forth in comparative form
         consolidated figures for the preceding fiscal year, all


                                       78
<PAGE>

         such financial information described above to be in reasonable form and
         detail and audited (except as to consolidating statements) by
         independent certified public accountants of recognized national
         standing reasonably acceptable to the Administrative Agent and whose
         opinion shall be to the effect that such financial statements have been
         prepared in accordance with GAAP (except for changes with which such
         accountants concur) and shall not be limited as to the scope of the
         audit or qualified as to the status of the Consolidated Parties as a
         going concern or any other material qualifications or exceptions.

                  (b)      Quarterly Financial Statements. As soon as available,
         and in any event within 45 days after the close of each of the first
         three fiscal quarters of each fiscal year of the Consolidated Parties
         (and, in addition, within 45 days after the close of the fiscal quarter
         ending December 31, 2001), either (i) a copy of a report on Form 10-Q,
         or any successor form, and any amendments thereto, filed by the
         Borrower with the Securities and Exchange Commission with respect to
         the immediately preceding fiscal quarter or (ii) an unaudited
         consolidated and consolidating balance sheet and income statement of
         the Consolidated Parties as of the end of such fiscal quarter, together
         with related consolidated statements of stockholders' equity and cash
         flows for such fiscal quarter, in each case setting forth in
         comparative form consolidated and consolidating figures for the
         corresponding period of the preceding fiscal year, all such financial
         information described above to be in reasonable form and detail and
         reasonably acceptable to the Administrative Agent, and accompanied by a
         certificate of an Executive Officer of the Borrower to the effect that
         such quarterly financial statements fairly present in all material
         respects the financial condition of the Consolidated Parties and have
         been prepared in accordance with GAAP, subject to changes resulting
         from audit and normal year-end audit adjustments and to the absence of
         footnotes required by GAAP.

                  (c)      Monthly Financial Statements. As soon as available,
         and in any event within 30 days after the end of each month, a
         consolidated balance sheet and income statement of the Consolidated
         Parties as of the end of such month, together with related consolidated
         statements of stockholders' equity and cash flows for such month, in
         each case setting forth in comparative form consolidated figures for
         the corresponding month of the preceding fiscal year and for the
         portion of the preceding fiscal year ending as of the end of such
         month, all such financial information described above to be in
         reasonable form and detail (and to include, in the case of the
         consolidated statements of stockholders' equity and cash flows, revenue
         and volume data for any products acquired and/or marketed by a
         Consolidated Party, but only if such product accounts for 7% or more of
         net revenues of the Borrower and its Subsidiaries on a consolidated
         basis) by product line (to the extent available and in any event
         including profit and loss information by product line to the gross
         margin level) and reasonably acceptable to the Administrative Agent,
         and accompanied by a certificate of an Executive Officer of the
         Borrower to the effect that such monthly financial statements fairly
         present in all material respects the financial condition of the
         Consolidated Parties and have been prepared in accordance with GAAP,
         subject to changes resulting from audit and normal year-end audit
         adjustments.

                  (d)      Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a) and 7.1(b) above
         (other than the financial statements referenced in the first
         parenthetical to Section 7.1(b)), a certificate of an Executive Officer
         of the Borrower substantially in the form of Exhibit 7.1(d), (i)
         demonstrating compliance with


                                       79
<PAGE>

         the financial covenants contained in Section 7.10 by calculation
         thereof as of the end of each such fiscal period and (ii) stating that
         no Default or Event of Default exists, or if any Default or Event of
         Default does exist, specifying the nature and extent thereof and what
         action the Credit Parties propose to take with respect thereto.

                  (e)      Annual Business Plan and Budgets. As soon as
         available and in any event prior to the end of the first month of each
         fiscal year of the Borrower, beginning with the fiscal year ending
         December 31, 2002, an annual business plan and budget of the
         Consolidated Parties containing, among other things, pro forma
         financial statements for such fiscal year (including a breakdown by
         fiscal quarter). Such plan and budget shall be revised after the second
         fiscal quarter of such fiscal year and such revised plan and budget
         shall be delivered to the Administrative Agent as soon as available and
         in any event no later than sixty (60) days after the end of such second
         fiscal quarter.

                  (f)      Accountant's Certificate. Within the period for
         delivery of the annual financial statements provided in Section 7.1(a),
         a certificate of the accountants conducting the annual audit stating
         that they have reviewed this Credit Agreement as it relates to
         accounting and other financial matters and stating further whether, in
         the course of their audit, they have become aware of any Default or
         Event of Default and, if any such Default or Event of Default exists,
         specifying the nature and extent thereof, provided that such
         accountants shall not be liable by reason of any failure to obtain
         knowledge of any such Default or Event of Default that would not be
         disclosed in the course of their audit examination.

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

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

                  (i)      Notices. Upon any Executive Officer of a Credit Party
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Administrative Agent immediately of (i) the occurrence of
         an event or condition consisting of a Default or Event of Default,
         specifying the nature and existence thereof and what action the Credit
         Parties propose to take with respect thereto, (ii) the occurrence of
         any of the following with respect to any Consolidated Party (A) the
         pendency or commencement of any litigation, arbitral or governmental
         proceeding against such Person which if adversely determined would be
         reasonably likely to have a Material Adverse Effect or (B) the
         institution of any proceedings


                                       80
<PAGE>

         against such Person with respect to, or the receipt of notice by such
         Person of potential liability or responsibility for violation, or
         alleged violation of any Federal, state or local law, rule or
         regulation, including but not limited to, Environmental Laws, the
         violation of which would be reasonably likely to have a Material
         Adverse Effect and (iii) any notices or other correspondence delivered
         to a Consolidated Party by the FDA, with respect to such Consolidated
         Party's failure to comply with current good manufacturing practices as
         determined by the FDA or any other potential or actual noncompliance of
         a Consolidated Party with FDA rules and regulations, in each case where
         such failure or noncompliance would be reasonably likely to have a
         Material Adverse Effect.

                  (j)      ERISA. Upon any Executive Officer of a Credit Party
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Administrative Agent promptly (and in any event within
         five Business Days) of: (i) any event or condition, including, but not
         limited to, any Reportable Event, that constitutes, or would be
         reasonably likely to lead to, an ERISA Event; (ii) with respect to any
         Multiemployer Plan, the receipt of notice as prescribed in ERISA or
         otherwise of any withdrawal liability assessed against the Credit
         Parties or any ERISA Affiliates, or of a determination that any
         Multiemployer Plan is in reorganization or insolvent (both within the
         meaning of Title IV of ERISA); (iii) the failure to make full payment
         on or before the due date (including extensions) thereof of all amounts
         which any Consolidated Party or any ERISA Affiliate is required to
         contribute to each Plan pursuant to its terms and as required to meet
         the minimum funding standard set forth in ERISA and the Code with
         respect thereto; or (iv) any change in the funding status of any Plan
         that could have a Material Adverse Effect, together with a description
         of any such event or condition or a copy of any such notice and a
         statement by an Executive Officer of the Borrower briefly setting forth
         the details regarding such event, condition, or notice, and the action,
         if any, which has been or is being taken or is proposed to be taken by
         the Credit Parties with respect thereto. Promptly upon request, the
         Credit Parties shall furnish the Administrative Agent and the Lenders
         with such additional information concerning any Plan as may be
         reasonably requested, including, but not limited to, copies of each
         annual report/return (Form 5500 series), as well as all schedules and
         attachments thereto required to be filed with the Department of Labor
         and/or the Internal Revenue Service pursuant to ERISA and the Code,
         respectively, for each "plan year" (within the meaning of Section 3(39)
         of ERISA).

                  (k)      Environmental. Upon the reasonable written request of
         the Administrative Agent, the Credit Parties will furnish or cause to
         be furnished to the Administrative Agent, at the Credit Parties'
         expense, a report of an environmental assessment of reasonable scope,
         form and depth, (including, where appropriate, invasive soil or
         groundwater sampling) by a consultant reasonably acceptable to the
         Administrative Agent as to the nature and extent of the presence of any
         Materials of Environmental Concern on any Real Properties (as defined
         in Section 6.16) and as to the compliance by any Consolidated Party
         with Environmental Laws at such Real Properties. If the Credit Parties
         fail to deliver such an environmental report within seventy-five (75)
         days after receipt of such written request then the Administrative
         Agent may arrange for same, and the Consolidated Parties hereby grant
         to the Administrative Agent and their representatives access to the
         Real Properties (to the extent such Consolidated Party has rights
         thereto) pursuant to a reasonable access agreement, to reasonably
         undertake such an assessment (including, where appropriate, invasive
         soil or groundwater sampling). The reasonable cost of any assessment
         arranged for


                                       81
<PAGE>

         by the Administrative Agent pursuant to this provision will be payable
         by the Credit Parties on demand and added to the obligations secured by
         the Collateral Documents.

                  (l)      Additional Patents and Trademarks. At the time of
         delivery of the financial statements and reports provided for in
         Section 7.1(a), a report signed by an Executive Officer of the Borrower
         setting forth (i) a list of registration numbers for all patents,
         trademarks, service marks, trade names and copyrights awarded to any
         Credit Party since the last day of the immediately preceding fiscal
         year and (ii) a list of all patent applications, trademark
         applications, service mark applications, trade name applications and
         copyright applications submitted by any Credit Party since the last day
         of the immediately preceding fiscal year and the status of each such
         application, all in such form as shall be reasonably satisfactory to
         the Administrative Agent.

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

         7.2      PRESERVATION OF EXISTENCE AND FRANCHISES.

         Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary not prohibited by Section 8.4 or Section 8.5, each
Credit Party will, and will cause each of its Subsidiaries to, do all things
necessary to preserve and keep in full force and effect its existence, rights,
franchises and authority except to the extent the failure to do so would not be
reasonably likely to have a Material Adverse Effect.

         7.3      BOOKS AND RECORDS.

         Each Credit Party will, and will cause each of its Subsidiaries to,
keep complete and accurate books and records of its transactions in accordance
with good accounting practices on the basis of GAAP (including the establishment
and maintenance of appropriate reserves).

         7.4      COMPLIANCE WITH LAW.

         Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
Property (including, without limitation, the FDA Regulations and the HHS
Regulations) if noncompliance with any such law, rule, regulation, order or
restriction would reasonably be expected to have a Material Adverse Effect.

         7.5      PAYMENT OF TAXES AND OTHER CLAIMS.

         Each Credit Party will, and will cause each of its Subsidiaries to, pay
and discharge (a) all taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its properties,
before they shall become delinquent and (b) all lawful claims (including claims
for labor, materials and supplies) which, if unpaid, might give rise to a Lien
upon any of its properties; provided, however, that no Consolidated Party shall
be required to pay any such tax, assessment, charge, levy or claim which is
being contested in good faith by appropriate


                                       82
<PAGE>

proceedings and as to which adequate reserves therefor have been established in
accordance with GAAP, unless the failure to make any such payment (i) could give
rise to an immediate right to foreclose on a Lien securing such amounts or (ii)
would reasonably be expected to have a Material Adverse Effect.

         7.6      INSURANCE.

                  (a)      Each Credit Party will, and will cause each of its
         Subsidiaries to, at all times maintain in full force and effect
         insurance (including worker's compensation insurance, liability
         insurance, casualty insurance and business interruption insurance) in
         such amounts, covering such risks and liabilities and with such
         deductibles or self-insurance retentions as are in accordance with
         normal industry practice. The Administrative Agent shall be named as
         loss payee or mortgagee, as its interest may appear, and/or additional
         insured with respect to any such insurance providing coverage in
         respect of any Collateral, and each provider of any such insurance
         shall agree, by endorsement upon the policy or policies issued by it or
         by independent instruments furnished to the Administrative Agent, that
         it will give the Administrative Agent thirty (30) days prior written
         notice before any such policy or policies shall be altered or canceled.
         The present insurance coverage of the Consolidated Parties is outlined
         as to carrier, policy number, expiration date, type and amount on
         Schedule 7.6.

                  (b)      In the event that the Consolidated Parties receive
         Net Cash Proceeds in excess of (x) with respect to any single
         occurrence, $250,000 and (y) with respect to all such occurrences in
         any fiscal year, $1,000,000 in the aggregate ("Excess Proceeds") on
         account of Involuntary Dispositions, the Credit Parties shall, within
         the period of 180 days following the date of receipt of such Excess
         Proceeds, apply (or cause to be applied) an amount equal to such Excess
         Proceeds to (i) make Eligible Reinvestments (including but not limited
         to the repair or replacement of the related Property) or (ii) prepay
         the Loans (and cash collateralize LOC Obligations) in accordance with
         the terms of Section 3.3(b)(ii)(B); provided, however, that such 180
         day period may be extended for not more than an additional 180 days if
         (i) the applicable Credit Party is diligently pursuing such Eligible
         Reinvestment in good faith, but can not complete such Eligible
         Reinvestment within the initial 180 days and (ii) the Borrower is not
         otherwise in Default. All insurance proceeds shall be subject to the
         security interest of the Administrative Agent (for the ratable benefit
         of the Lenders) under the Collateral Documents. Pending final
         application of any Excess Proceeds, the Credit Parties may apply such
         Excess Proceeds to temporarily reduce the Revolving Loans or to make
         Permitted Investments.

         7.7      MAINTENANCE OF PROPERTY.

         Each Credit Party will, and will cause each of its Subsidiaries to, to
the extent consistent with ordinary prudent business practices, maintain and
preserve its properties and equipment material to the conduct of its business in
good repair, working order and condition, normal wear and tear and Involuntary
Dispositions excepted, and will make, or cause to be made, in such properties
and equipment from time to time all repairs, renewals, replacements, extensions,
additions, betterments and improvements thereto as may be needed or proper, to
the extent and in the manner customary for companies in similar businesses;
provided, however, a Credit Party may discontinue the operation or maintenance
of a property or piece of equipment if the discontinuance (i) is


                                       83
<PAGE>

desirable to the conduct of such Credit Party's business and (ii) does not
materially adversely affect the business of the Credit Parties on a consolidated
basis.

         7.8      USE OF PROCEEDS.

         The Borrower will use the proceeds of the Loans and will use the
Letters of Credit solely for the purposes set forth in Section 6.15.

         7.9      AUDITS/INSPECTIONS.

         Upon reasonable notice and during normal business hours, each Credit
Party will, and will cause each of its Subsidiaries to, permit representatives
appointed by the Administrative Agent or any Lender (at such Lender's own cost),
including, without limitation, independent accountants, agents, attorneys, and
appraisers to visit and inspect its property, including its books and records,
its accounts receivable and inventory, its facilities and its other business
assets, and to make photocopies or photographs thereof and to write down and
record any information such representative obtains and shall permit the
Administrative Agent or its representatives to investigate and verify the
accuracy of information provided to the Lenders and to discuss all such matters
with the officers, employees and representatives of such Person. The Credit
Parties agree that the Administrative Agent, and its representatives, may, after
the occurrence and during the continuation of an Event of Default, conduct an
audit of the Collateral, at the expense of the Credit Parties.

         7.10     FINANCIAL COVENANTS.

                  (a)      Senior Leverage Ratio. The Senior Leverage Ratio, as
         of the last day of each fiscal quarter of the Consolidated Parties set
         forth below, commencing with the fiscal quarter ending on June 30,
         2002, shall be less than or equal to:

<TABLE>
<CAPTION>
                  Fiscal Quarters Ending                                            Ratio
                  ----------------------                                            -----
                  <S>                                                               <C>
                  June 30, 2002                                                     2.75 to 1.0

                  September 30, 2002 through December 31, 2003                      2.00 to 1.0

                  March 31, 2004 through December 31, 2004                          1.50 to 1.0

                  March 31, 2005 and thereafter                                     1.25 to 1.0
</TABLE>

                  (b)      Total Leverage Ratio. The Total Leverage Ratio, as of
         the last day of each fiscal quarter of the Consolidated Parties set
         forth below, commencing with the fiscal quarter ending on September 30,
         2002, shall be less than or equal to equal to:

<TABLE>
<CAPTION>
                  Fiscal Quarters Ending                                            Ratio
                  ----------------------                                            -----
                  <S>                                                               <C>
                  September 30, 2002 through December 31, 2002                      4.25 to 1.0

                  March 31, 2003 through December 31, 2003                          3.75 to 1.0

                  March 31, 2004 through December 31, 2004                          3.00 to 1.0

                  March 31, 2005 and thereafter                                     2.75 to 1.0
</TABLE>


                                       84
<PAGE>

                  (c)      Consolidated Net Worth. At all times after May 15,
         2002, the Consolidated Net Worth of the Borrower shall be greater than
         or equal to 85% of Consolidated Net Worth as of March 31, 2002,
         increased on a cumulative basis as of the end of each fiscal quarter of
         the Consolidated Parties, commencing with the fiscal quarter ending on
         June 30, 2002, by an amount equal to (i) 50% of Consolidated Net Income
         (to the extent positive) for such fiscal quarter plus (y) 100% of the
         Net Cash Proceeds of any Equity Issuances consummated during such
         fiscal quarter.

                  (d)      Interest Coverage Ratio. The Interest Coverage Ratio,
         as of the last day of each fiscal quarter of the Consolidated Parties
         set forth below, commencing with the fiscal quarter ending on September
         30, 2002, shall be greater than or equal to:

<TABLE>
<CAPTION>
                  Fiscal Quarters Ending                                            Ratio
                  ----------------------                                            -----
                  <S>                                                               <C>
                  September 30, 2002 through December 31, 2002                      2.25 to 1.0

                  March 31, 2003 through December 31, 2003                          2.50 to 1.0

                  March 31, 2004 and thereafter                                     3.00 to 1.0
</TABLE>

                  (e)      Fixed Charge Coverage Ratio. The Fixed Charge
         Coverage Ratio, as of the last day of each fiscal quarter of the
         Consolidated Parties set forth below, commencing with the fiscal
         quarter ending on September 30, 2002, shall be greater than or equal
         to:

<TABLE>
<CAPTION>
                  Fiscal Quarters Ending                                            Ratio
                  ----------------------                                            -----
                  <S>                                                               <C>
                  September 30, 2002 through December 31, 2002                      1.30 to 1.0

                  March 31, 2003 through December 31, 2003                          1.40 to 1.0

                  March 31, 2004 and thereafter                                     1.50 to 1.0
</TABLE>

                  (f)      Minimum Consolidated EBITDA. Consolidated EBITDA for
         the period from April 1, 2002 through June 30, 2002 shall be greater
         than or equal to $14,500,000.

         7.11     ADDITIONAL GUARANTORS.

         As soon as practicable and in any event within 30 days after any Person
becomes a direct or indirect domestic Subsidiary of any Credit Party, the Credit
Parties shall (i) provide the Administrative Agent with written notice thereof
and shall cause such Person to execute a Joinder Agreement in substantially the
same form as Exhibit 7.11, (ii) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, favorable opinions of counsel to such Person
(which shall cover, among other things, the legality, validity, binding effect
and enforceability of the Joinder Agreement) and


                                       85
<PAGE>

other items of the types required to be delivered pursuant to Section 5.1(b),
all in form, content and scope reasonably satisfactory to the Administrative
Agent and (iii) otherwise comply with Section 7.12 in respect of such Person.

         7.12     PLEDGED ASSETS.

         Subject to the provisions of Section 7.13 , each Credit Party will (i)
cause all of its owned and leased real and personal Property other than Excluded
Property to be subject at all times to first priority, perfected and, in the
case of owned real Property, title insured Liens in favor of the Administrative
Agent to secure the Credit Party Obligations pursuant to the terms and
conditions of the Collateral Documents or, with respect to any such Property
acquired subsequent to the Closing Date, such other additional security
documents as the Administrative Agent shall reasonably request, subject in any
case to Permitted Liens and (ii) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, appropriate UCC-1 financing statements, real
estate title insurance policies, surveys, environmental reports, landlord's
waivers, certified resolutions and other organizational and authorizing
documents of such Person, favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above and the perfection of the
Administrative Agent's liens thereunder) and other items of the types required
to be delivered pursuant to Section 5.1(d) and (e), all in form, content and
scope reasonably satisfactory to the Administrative Agent. Without limiting the
generality of the above, the Credit Parties will cause (A) 100% of the issued
and outstanding Capital Stock of each Domestic Subsidiary and (B) 65% (or such
greater percentage that, due to a change in an applicable Requirement of Law
after the date hereof, (1) would not reasonably be expected to cause the
undistributed earnings of such Foreign Subsidiary as determined for United
States federal income tax purposes to be treated as a deemed dividend to such
Foreign Subsidiary's United States parent and (2) would not reasonably be
expected to cause any material adverse tax consequences) of the issued and
outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in
each Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary
to be subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent pursuant to the terms and conditions of the Collateral
Documents or such other security documents as the Administrative Agent shall
reasonably request; provided, however, this requirement shall not apply to any
Foreign Subsidiary if such Foreign Subsidiary (i) is currently being liquidated,
and such liquidation is completed on or prior to December 31, 2002 or (ii) has
assets less than $250,000.

         7.13     POST-CLOSING DELIVERIES.

         (a)      On or before June 30, 2002 (or such later date as the
Administrative Agent may reasonably agree to if the Credit Parties are
diligently pursuing such items in good faith), the Credit Parties agree to
provide the Administrative Agent with (i) a pledge (pursuant to an appropriate
pledge agreement(s) satisfactory in form and substance to the Administrative
Agent) of 65% (or such greater percentage that, due to a change in an applicable
Requirement of Law after the date hereof, (A) could not reasonably be expected
to cause the undistributed earnings of Applied Analytical Industries Deutschland
GmbH (the "German Subsidiary") as determined for United Stated federal income
tax purposes to be treated as a deemed dividend of the German


                                       86
<PAGE>

Subsidiary's United States parent or (B) could not reasonably be expected to
cause any material adverse tax consequences) of the Capital Stock of the German
Subsidiary, (ii) a legal opinion of foreign counsel of the German Subsidiary in
a form satisfactory to the Administrative Agent, which shall cover the
enforceability and perfection of the Administrative Agent's security interest in
each such pledged shares of the German Subsidiary and (iii) certificates
evidencing any such certificated Capital Stock, together with duly executed in
blank, undated stock powers attached thereto (unless, such stock powers are
deemed unnecessary by the Administrative Agent in its reasonable discretion
under the law of the jurisdiction of such German Subsidiary).

         (b)      The Credit Parties agree to use their commercially reasonable
best efforts to provide the Administrative Agent with a purchase agreement in
customary form executed by Novation LLC with respect to the MVI/Aquasol Product.

         (c)      On or before June 30, 2002 (or such later date as the
Administrative Agent may reasonably agree to if the Credit Parties are
diligently pursuing such items in good faith), the Credit Parties agree to
provide the Administrative Agent with evidence reasonably satisfactory to the
Administrative Agent of the assignment, registration of assignment and
registration of name change with the United States Patent and Trademark Office
of certain patents and trademarks that constitute Collateral as the
Administrative Agent may require.

         7.14     INTEREST RATE PROTECTION.

         At the request of the Administrative Agent, the Credit Parties shall
cause the Borrower to maintain protection against fluctuations in interest rates
pursuant to one or more Hedging Agreements reasonably satisfactory to the
Administrative Agent and providing coverage in a notional amount and for a
duration reasonably satisfactory to the Administrative Agent.

                                    SECTION 8

                               NEGATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that until such time as
this Credit Agreement has been terminated in accordance with the terms of
Section 11.13:

         8.1      INDEBTEDNESS.

                  The Credit Parties will not permit any Consolidated Party to
         contract, create, incur, assume or permit to exist any Indebtedness,
         except:

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

                  (b)      Indebtedness of the Borrower and its Subsidiaries set
         forth in Schedule 8.1 (and renewals, refinancings and extensions
         thereof on terms and conditions not materially less favorable to such
         Person than such existing Indebtedness and in a principal amount not in
         excess of the amount shown on such schedule);


                                       87
<PAGE>

                  (c)      purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the purchase of
         fixed assets provided that (i) the total of all such Indebtedness for
         all such Persons taken together shall not exceed an aggregate principal
         amount of $10,000,000 at any one time outstanding; (ii) such
         Indebtedness when incurred shall not exceed the purchase price of the
         asset(s) financed; and (iii) no such Indebtedness shall be refinanced
         for a principal amount in excess of the principal balance outstanding
         thereon at the time of such refinancing;

                  (d)      obligations of the Borrower in respect of Hedging
         Agreements entered into in order to manage existing or anticipated
         interest rate or exchange rate risks and not for speculative purposes;

                  (e)      intercompany Indebtedness and Guarantees permitted
         under Section 8.6; provided that, with respect to an intercompany
         Indebtedness in excess of $1,000,000 owed to a Credit Party, the Credit
         Parties will use commercially reasonable efforts to cause such
         Indebtedness to be promptly evidenced by a promissory note that has
         been pledged and delivered to the Administrative Agent pursuant to the
         Security Agreement, unless and to the extent the Borrower has
         determined in good faith that compliance with this proviso would
         subject the Borrower or any Consolidated Party to a material adverse
         tax consequence or would violate an applicable Requirement of Law.

                  (f)      Indebtedness evidenced by the Senior Subordinated
         Notes in an aggregate principal amount not to exceed $175,000,000 at
         any one time outstanding;

                  (g)      Guaranty Obligations of Indebtedness and Operating
         Leases permitted hereunder;

                  (h)      unsecured Indebtedness in the form of seller notes,
         seller earn-outs or similar deferred or contingent purchase price
         payments to the extent such Indebtedness is (i) owed in connection with
         the MVI/Aquasol Transaction (including the MVI Payment), (ii) owed in
         connection with the acquisition of substantially all of the assets of
         the Pharmaceutical Education and Development Foundation of the Medical
         University of South Carolina, (iii) owed in connection with the
         acquisition of the generic injectable vitamin D nutritional product
         acquired from Aesgen, Inc., or (iv) issued, incurred or assumed after
         the Closing Date by a Consolidated Party to sellers in connection with
         Permitted Acquisitions in an aggregate principal amount for this clause
         (iv) together with Indebtedness permitted pursuant to Section 8.1(i)
         below, not exceeding $7,500,000 in the aggregate principal amount
         outstanding at any time;

                  (i)      Indebtedness incurred or assumed by a Consolidated
         Party as a result of Permitted Acquisitions (A) that is either (x)
         unsecured or (y) secured only by collateral consisting of intellectual
         property or property, plant and equipment of the acquired business or
         entity that was provided by such business or entity prior to the
         consummation of any such Permitted Acquisition, and (B) that was not
         incurred in anticipation of any such Permitted Acquisition, not
         exceeding, together with Indebtedness permitted under Section
         8.1(h)(iv) above, $7,500,000 in the aggregate principal amount
         outstanding at any time; provided that any such Indebtedness, to the
         extent secured, shall be permitted under this clause (i) only for


                                       88
<PAGE>

         a period of 60 days following the closing of the relevant Permitted
         Acquisition (i.e., such Indebtedness must be repaid or refinanced with
         other Indebtedness permitted under this Credit Agreement) unless the
         Administrative Agent shall have agreed in writing (1) to an extension
         of such initial 60-day period and such extension period has not yet
         expired or (2) that such Indebtedness is on more favorable terms to the
         Consolidated Parties than any available refinancing and that the
         continued existence of such Indebtedness, and the Liens serving as
         security therefor, are not materially adverse to the Lenders;

                  (j)      Indebtedness in respect of performance bonds and
         surety or appeal bonds entered into by a Consolidated Party in the
         ordinary course of business;

                  (k)      Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business, provided that
         such Indebtedness is satisfied within three (3) Business Days of
         incurrence;

                  (l)      Indebtedness represented by letters of credit in
         order to provide security for workers' compensation claims, payment
         obligations in connection with self-insurance programs or similar
         requirements, entered into by a Consolidated Party in the ordinary
         course of business; provided that the aggregate amount of all such
         Indebtedness permitted under this clause (l) plus all LOC Obligations
         outstanding under this Credit Agreement does not exceed $2,500,000 at
         any one time;

                  (m)      endorsements in the ordinary course of business of
         negotiable instruments for deposit or collection; and

                  (n)      other Indebtedness hereafter incurred by the Borrower
         or any of its Subsidiaries not to exceed an aggregate principal amount
         of $3,500,000 at any one time outstanding; provided that any
         Indebtedness incurred in excess of $1,000,000 pursuant to this
         subclause (n) shall be permitted only if (A) the loan documentation
         with respect to such Indebtedness shall not contain covenants or
         default provisions relating to any Consolidated Party that are more
         restrictive than the covenants and default provisions contained in the
         Credit Documents, (B) the Borrower shall have delivered to the
         Administrative Agent a Pro Forma Compliance Certificate demonstrating
         that, upon giving effect on a Pro Forma Basis to the incurrence of such
         Indebtedness and to the concurrent retirement of any other Indebtedness
         of any Consolidated Party, the Credit Parties would be in compliance
         with the financial covenants set forth in Section 7.10(a)-(e) and (C)
         such Indebtedness is permitted under the Senior Subordinated Note
         Indenture.

         8.2      LIENS.

                  The Credit Parties will not permit any Consolidated Party to
         contract, create, incur, assume or permit to exist any Lien with
         respect to any of its Property, whether now owned or hereafter
         acquired, except for:

                  (a)      Liens in favor of the Administrative Agent to secure
         the Credit Party Obligations;


                                       89
<PAGE>

                  (b)      Liens (other than Liens created or imposed under
         ERISA) for taxes, assessments or governmental charges or levies not
         more than 30 days past due or Liens for taxes being contested in good
         faith by appropriate proceedings for which adequate reserves determined
         in accordance with GAAP have been established (and as to which the
         Property subject to any such Lien is not yet subject to foreclosure,
         sale or loss on account thereof);

                  (c)      statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and suppliers and other Liens
         imposed by law or pursuant to customary reservations or retentions of
         title arising in the ordinary course of business, provided that such
         Liens secure only amounts not more than 30 days past due and are
         unfiled and no other action has been taken to enforce the same or are
         being contested in good faith by appropriate proceedings for which
         adequate reserves determined in accordance with GAAP have been
         established (and as to which the Property subject to any such Lien is
         not yet subject to foreclosure, sale or loss on account thereof);

                  (d)      Liens (other than Liens created or imposed under
         ERISA the creation or incurrence of which would result in an Event of
         Default under Section 9.1(i)) incurred or deposits made by any
         Consolidated Party in the ordinary course of business in connection
         with workers' compensation, unemployment insurance and other types of
         social security, or to secure the performance of tenders, statutory
         obligations, bids, leases, government contracts, performance and
         return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money);

                  (e)      Liens in connection with attachments or judgments
         (including judgment or appeal bonds) provided that the judgments
         secured shall, within 60 days after the entry thereof, have been
         discharged or execution thereof stayed pending appeal, or shall have
         been discharged within 60 days after the expiration of any such stay;
         provided further, that if such judgments or attachments do not
         constitute an Event of Default under Section 9.1(h), such Liens shall
         be permitted so long as they are being contested in good faith by
         appropriate proceedings;

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

                  (g)      Liens on Property of any Person securing purchase
         money Indebtedness (including Capital Leases and Synthetic Leases) of
         such Person permitted under Section 8.1(c), provided that any such Lien
         attaches to such Property concurrently with or within 90 days after the
         acquisition thereof;

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

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


                                       90
<PAGE>

                  (j)      Liens deemed to exist in connection with Investments
         in repurchase agreements permitted under Section 8.6;

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

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

                  (m)      Liens of sellers of goods to the Borrower and any of
         its Subsidiaries arising under Article 2 of the Uniform Commercial Code
         or similar provisions of applicable law in the ordinary course of
         business, covering only the goods sold and securing only the unpaid
         purchase price for such goods and related expenses;

                  (n)      Liens existing as of the Closing Date and set forth
         on Schedule 8.2; provided that (i) no such Lien shall at any time be
         extended to or cover any Property other than the Property subject
         thereto on the Closing Date and (ii) the principal amount of the
         Indebtedness secured by such Liens shall not be extended, renewed,
         refunded or refinanced other than in accordance with Section 8.1(b);

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

                  (p)      Liens on intellectual property or property plant and
         equipment of an acquired business, product or entity for Indebtedness
         permitted under Section 8.1(i), but only to the extent, and for so long
         as, such Indebtedness is permitted to be secured under the terms of
         Section 8.1(i); and

                  (q)      other Liens securing obligations of the Consolidated
         Parties that do not exceed $500,000 in aggregate principal amount at
         any one time outstanding, provided the book value of the Property
         subject to such Liens does not exceed $500,000 in the aggregate amount
         outstanding at any time.

         8.3      NATURE OF BUSINESS.

         The Credit Parties will not permit any Consolidated Party to materially
alter the character or conduct of the business conducted by such Person as of
the Closing Date.

         8.4      CONSOLIDATION, MERGER, DISSOLUTION, ETC.

         Except in connection with a Permitted Asset Disposition, the Credit
Parties will not permit any Consolidated Party to enter into any transaction of
merger or consolidation or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution); provided that, notwithstanding the foregoing
provisions of this Section 8.4 but subject to the terms of Sections 7.11 and
7.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries,
provided that (i) the Borrower shall be the continuing or surviving corporation
and (ii) the Administrative Agent has agreed (pursuant to a writing dated as of
a recent date prior to such transaction) that such Subsidiary is not a material
Subsidiary, (b) any Credit Party other than the Borrower may merge or
consolidate with


                                       91
<PAGE>

any other Credit Party other than the Borrower, (c) any Consolidated Party which
is not a Credit Party may be merged or consolidated with or into any Credit
Party (other than the Borrower), provided that such Credit Party shall be the
continuing or surviving corporation, (d) any Consolidated Party which is not a
Credit Party may be merged or consolidated with or into any other Consolidated
Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge
with any Person that is not a Credit Party in connection with an Asset
Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of
the Borrower may merge with any Person other than a Consolidated Party in
connection with a Permitted Acquisition, provided that, if such transaction
involves the Borrower, (i) the Borrower shall be the continuing or surviving
corporation and (ii) the Person acquired pursuant to such Permitted Acquisition
shall be engaged in a business that is substantially similar to the business
then engaged in by the Borrower (excluding the business of its Subsidiaries) and
(g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind
up its affairs at any time, provided that (i) such dissolution, liquidation or
winding up, as applicable, would not be reasonably likely to have a Material
Adverse Effect and (ii) unless the Administrative Agent has agreed (pursuant to
a writing dated as of a recent date prior to such transaction) that such
Subsidiary is not a material Subsidiary, the recipient of the assets of such
Subsidiary shall be a Consolidated Party other than the Borrower.

         8.5      ASSET DISPOSITIONS.

         The Credit Parties will not permit any Consolidated Party to make any
Asset Disposition other than an Excluded Asset Disposition unless (a) the
consideration paid in connection therewith shall be cash or Cash Equivalents,
such payment to be contemporaneous with consummation of such transaction, and
shall be in an amount not less than the fair market value of the Property
disposed of, (b) if such transaction is a Sale and Leaseback Transaction, such
transaction is not prohibited by the terms of Section 8.13, (c) such transaction
does not involve the sale or other disposition of a minority equity interest in
any Consolidated Party, (d) such transaction does not involve a sale or other
disposition of receivables other than receivables owned by or attributable to
other Property concurrently being disposed of in a transaction otherwise
permitted under this Section 8.5, (e) any of the following is true: (i) such
transaction constitutes a Sale and Leaseback Transaction set forth on Schedule
8.13, (ii) the aggregate net book value of all of the assets sold or otherwise
disposed of by the Consolidated Parties in all such transactions after the
Closing Date, together with all Sale and Leaseback Transactions permitted under
Section 8.13(c), shall not exceed $7,500,000 in the aggregate for any calendar
year, or (iii) such transaction constitutes a disposition of a Hedging Agreement
that will not result in the violation of Section 7.14, (f) the Credit Parties
shall, within the Application Period, apply (or cause to be applied) an amount
equal to the Net Cash Proceeds of such Asset Disposition to (i) make Eligible
Reinvestments or (ii) prepay the Loans (and cash collateralize LOC Obligations)
in accordance with the terms of Section 3.3(b)(ii)(A) and (g) such Asset
Disposition is permitted under the Senior Subordinated Note Indenture. Pending
final application of the Net Cash Proceeds of any Asset Disposition, the
Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the
Revolving Loans or to make Investments in Cash Equivalents.

         Upon a sale or other disposition of assets or the sale of Capital Stock
of a Consolidated Party permitted by this Section 8.5, the Administrative Agent
shall (to the extent applicable) deliver to the Credit Parties, upon the Credit
Parties' request and at the Credit Parties' expense, such documentation as is
reasonably necessary to evidence the release of the Administrative Agent's
security interest, if any, in such assets or Capital Stock, including, without
limitation, amendments


                                       92
<PAGE>

or terminations of UCC financing statements, if any, the return of stock
certificates, if any, and the release of such Consolidated Party from all of its
obligations, if any, under the Credit Documents.

         8.6      INVESTMENTS.

         The Credit Parties will not permit any Consolidated Party to make any
Investments, except for:

                  (a)      Investments consisting of cash and Cash Equivalents;

                  (b)      Investments consisting of accounts receivable
         created, acquired or made by any Consolidated Party in the ordinary
         course of business and payable or dischargeable in accordance with
         customary trade terms, extensions of trade credit in the ordinary
         course of business and prepaid expenses in the ordinary course of
         business;

                  (c)      Investments consisting of Capital Stock, obligations,
         securities or other property received by any Consolidated Party in
         settlement of accounts receivable or other indebtedness (created in the
         ordinary course of business) from bankrupt obligors;

                  (d)      Investments existing as of the Closing Date and set
         forth in Schedule 8.6;

                  (e)      Investments consisting of advances or loans to
         directors, officers, employees, agents, customers or suppliers that do
         not exceed $1,000,000 in the aggregate at any one time outstanding;

                  (f)      Investments in the Borrower or any Credit Party;

                  (g)      Investments in Foreign Subsidiaries in an aggregate
         principal amount (excluding Investments of such type set forth in
         Schedule 8.6) not to exceed $10,000,000 at any time outstanding;

                  (h)      Investments consisting of equity securities listed on
         the New York Stock Exchange, the American Stock Exchange or the
         National Association of Securities Dealers Automated Quotations system,
         provided that the purchase price paid for all such equity securities
         held at any time shall not exceed $250,000;

                  (i)      any Eligible Reinvestment of the proceeds of any
         Involuntary Disposition as contemplated by Section 7.6(b) or of any
         Asset Disposition as contemplated by Section 8.5(g); or

                  (j)      Investments consisting of Hedging Agreements and
         Guaranty Obligations, in each case permitted by Section 8.1;

                  (k)      Investments consisting of the receipt of non-cash
         consideration in an Excluded Asset Disposition (other than pursuant to
         clause (v) of the definition of such term);

                  (l)      Investments consisting of Indebtedness permitted by
         Sections 8.1(h) and (i);


                                       93
<PAGE>

                  (m)      Investments consisting of the Darvon Transaction, to
         the extent such Acquisition is consummated on the Closing Date, or any
         other Acquisition by the Borrower or any Subsidiary of the Borrower,
         provided that, with respect to any such other Acquisition:

                           (i)      the Property acquired (or the Property of
                  the Person acquired) in such Acquisition is used or useful in
                  the same or a similar line of business as the Borrower and its
                  Subsidiaries were engaged in on the Closing Date (or any
                  reasonable extensions or expansions thereof);

                           (ii)     the Administrative Agent shall have received
                  all items in respect of the Capital Stock or Property acquired
                  in such Acquisition required to be delivered by the terms of
                  Section 7.11 and/or Section 7.12;

                           (iii)    in the case of an Acquisition of the Capital
                  Stock of another Person, the board of directors (or other
                  comparable governing body) of such other Person shall have
                  duly approved such Acquisition;

                           (iv)     the Borrower shall have delivered to the
                  Administrative Agent (A) a Pro Forma Compliance Certificate
                  demonstrating that, upon giving effect to such Acquisition on
                  a Pro Forma Basis, the Credit Parties would be in compliance
                  with the financial covenants set forth in Section 7.10(a)-(e)
                  and (B) a certificate of an Executive Officer of the Borrower,
                  which:

                                    (x)      in the case of an Acquisition by a
                           Consolidated Party other than a Product Acquisition,
                           (1) demonstrates that, upon giving effect to such
                           Acquisition, at least 90% of Consolidated EBITDA for
                           the most recently ended fiscal year period for each
                           of the Consolidated Parties and the acquired Person
                           or Property (in the aggregate) preceding the date of
                           such Acquisition with respect to which the
                           Administrative Agent shall have received the Required
                           Financial Information has been audited in accordance
                           with GAAP, in the case of the Borrower, as required
                           by Section 7.1(a) and, in the case of the acquired
                           Person or Property, by an independent certified
                           public accountants of recognized national standing
                           reasonably acceptable to the Administrative Agent
                           (whose opinion shall not be limited as to the scope
                           or qualified as to going concern status or any other
                           material qualifications or exceptions) and (2) to the
                           extent that audited financial information for the
                           acquired Person or Property is required under the
                           terms of the foregoing clause (1), certifies that the
                           quarterly financial statements with respect to the
                           Person or Property acquired for each fiscal quarter
                           period ending after the date of the last audit and
                           immediately prior to the date of such Acquisition
                           have been prepared in accordance with GAAP (subject
                           to audit adjustments and the absence of footnotes)
                           and reviewed by independent certified public
                           accountants of recognized national standing
                           reasonably acceptable to the Administrative Agent;
                           and

                                    (y)      in the case of a Product
                           Acquisition, certifies that the financial information
                           and/or projections for the acquired Person or
                           Property


                                       94
<PAGE>

                           used in preparing the Pro Forma Compliance
                           Certificate have been prepared in good faith based
                           upon assumptions believed to be reasonable;

                           (v)      the representations and warranties made by
                  the Credit Parties in any Credit Document shall be true and
                  correct in all material respects at and as if made as of the
                  date of such Acquisition (after giving effect thereto) except
                  to the extent such representations and warranties expressly
                  relate to an earlier date;

                           (vi)     if such transaction involves the purchase of
                  an interest in a partnership between the Borrower (or a
                  Subsidiary of the Borrower) as a general partner and entities
                  unaffiliated with the Borrower or such Subsidiary as the other
                  partners, such transaction shall be effected by having such
                  equity interest acquired by a corporate holding company
                  directly or indirectly wholly-owned by the Borrower newly
                  formed for the sole purpose of effecting such transaction;

                           (vii)    after giving effect to such Acquisition,
                  there shall be at least $7,500,000 of availability existing
                  under the Revolving Committed Amount;

                           (viii)   the aggregate consideration (including cash
                  and non-cash consideration, deferred purchase price
                  installments and earnout payments (such earnout payments to be
                  calculated at a value to be reasonably determined by the
                  Administrative Agent in consultation with the Borrower), and
                  any assumption of Indebtedness, but excluding consideration
                  consisting of any Capital Stock of the Borrower issued to the
                  seller of the Capital Stock or Property acquired in such
                  Acquisition and consideration consisting of the proceeds of
                  any Equity Issuance by the Borrower consummated subsequent to
                  the Closing Date and the proceeds of any Asset Disposition,
                  Excluded Asset Disposition or Involuntary Disposition
                  consummated subsequent to the Closing Date) paid by the
                  Consolidated Parties for Acquisitions occurring after the
                  Closing Date shall not exceed $20,000,000 for all Acquisitions
                  in any fiscal year (excluding consideration in connection with
                  any Acquisitions consummated prior to the Closing Date) or
                  $7,500,000 for any one Acquisition; provided, however, that
                  if, after giving effect to any such Acquisition on a Pro Forma
                  Basis, the Senior Leverage Ratio would be less than 1.0 to 1.0
                  as of the most recently ended fiscal quarter preceding the
                  date of such transaction with respect to which the
                  Administrative Agent has received the Required Financial
                  Information, as demonstrated in the Pro Forma Compliance
                  Certificate delivered pursuant to clause (m)(iv)(A) above,
                  then the fiscal year aggregate consideration limitation
                  referenced above shall be $30,000,000 rather than $20,000,000;
                  and

                           (ix)     in the case of an Acquisition by the
                  Borrower, the Person or assets of such Acquisition shall be
                  engaged in, or shall consist of, a business that is
                  substantially similar to the business then engaged in by the
                  Borrower (excluding the business of its Subsidiaries).

         (n)      Other Investments not to exceed, in the aggregate, $3,500,000
in any fiscal year.


                                       95
<PAGE>

         8.7      RESTRICTED PAYMENTS.

         The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) to make dividends or other distributions payable
to any Credit Party (directly or indirectly through Subsidiaries) and (b) as
permitted by Section 8.6, Section 8.8(d) or Section 8.9 (other than pursuant to
clause (e) of Section 8.9), provided that notwithstanding the foregoing, so long
as (x) such payments are permitted under the Senior Subordinated Note Indenture
and (y) no Event of Default exists after giving effect to such payment, (i) the
Borrower or NeoSan may make purchases of shares pursuant to the 1995 Stock
Option Plan for an aggregate purchase price not to exceed $100,000, (ii) the
Borrower or NeoSan may make the payments due pursuant to the MVI/Aquasol
Purchase Agreement (other than the MVI Payment) and (iii) the Borrower or NeoSan
may make the MVI Payment so long as after giving effect to the MVI/Payment, (A)
the Borrower shall be in compliance on a Pro Forma Basis with the leverage
financial covenants in this Agreement, (B) the Borrower shall have delivered a
Pro Forma Compliance Certificate demonstrating that, upon giving effect to the
MVI Payment on a Pro Forma Basis, the Credit Parties would be in compliance with
the financial covenants set forth in Section 7.10(a) and (b) and (C) the
Borrower shall have minimum Availability of $7,500,000.

         8.8      OTHER INDEBTEDNESS.

         The Credit Parties will not permit any Consolidated Party to:

                  (a)      after the issuance thereof, amend or modify any of
         the terms of any Subordinated Indebtedness of such Consolidated Party
         if such amendment or modification would (i) add or change any terms in
         a manner materially adverse to such Consolidated Party or to the
         Lenders, (ii) shorten the final maturity or average life to maturity
         thereof, (iii) require any payment thereon to be made sooner than
         originally scheduled, (iv) increase the interest rate or fees
         applicable thereto or (v) change any subordination provision thereof in
         a manner materially adverse to the Lenders;

                  (b)      make interest or any other payments in respect of any
         Subordinated Indebtedness in violation of the applicable subordination
         provisions;

                  (c)      make (or give any notice with respect thereto) any
         voluntary or optional payment or prepayment in respect of any
         Subordinated Indebtedness; or

                  (d)      make (or give any notice with respect thereto) any
         redemption, acquisition for value or defeasance (including without
         limitation, by way of depositing money or securities with the trustee
         with respect thereto before due for the purpose of paying when due),
         refund, refinance or exchange of any Subordinated Indebtedness;
         provided, however, that the Consolidated Parties may exchange the
         Senior Subordinated Notes issued on the Closing Date for new Senior
         Subordinated Notes with substantially identical terms that will be
         registered under the Securities Act solely in connection with the
         exchange offer contemplated under the Senior Subordinated Note
         Indenture and consummated in accordance with the terms of the
         Registration Rights Agreement (as defined in the Senior Subordinated
         Note Indenture, and as in effect on the Closing Date); or


                                       96
<PAGE>

                  (e)      designate any Indebtedness of such Consolidated
         Party, other than Indebtedness arising under the Credit Documents, as
         "Designated Senior Debt" (or any like term) under the Senior
         Subordinated Note Indenture or any other indenture or other
         documentation for any Subordinated Indebtedness.

         8.9      TRANSACTIONS WITH AFFILIATES.

         Except as disclosed on Schedule 8.9 or disclosed in documents filed
with the Securities and Exchange Commission, the Credit Parties will not permit
any Consolidated Party to enter into or permit to exist any transaction or
series of transactions with any officer, director, shareholder, Subsidiary or
Affiliate of such Person other than (a) advances of working capital to any
Credit Party, (b) transfers of cash and assets to any Credit Party, (c)
intercompany transactions expressly permitted by this Credit Agreement, (d)
normal compensation and reimbursement of expenses of officers and directors and
(e) except as otherwise specifically limited in this Credit Agreement, other
transactions which are entered into in the ordinary course of such Person's
business on terms and conditions substantially as favorable to such Person as
would be obtainable by it in a comparable arms-length transaction with a Person
other than an officer, director, shareholder, Subsidiary or Affiliate.

         8.10     FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

         The Credit Parties will not permit any Consolidated Party to change its
fiscal year or, except pursuant to a merger or consolidation permitted under
Section 8.4 or where such amendment, modification or change would not materially
adversely affect any Lender, amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) or
bylaws (or other similar document).

         8.11     LIMITATION ON RESTRICTED ACTIONS.

         The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction on the ability of any such Person to
(a) pay dividends or make any other distributions to any Credit Party on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness or other obligation owed to
any Credit Party, (c) make loans or advances to any Credit Party, (d) sell,
lease or transfer any of its Property to any Credit Party, or (e) act as a
Credit Party and pledge its assets (other than Excluded Property) pursuant to
the Credit Documents or any renewals, refinancings, exchanges, refundings or
extension thereof, except (in respect of any of the matters referred to in
clauses (a)-(d) above) for such encumbrances or restrictions existing under or
by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the
Senior Subordinated Note Indenture and the Senior Subordinated Notes, in each
case as in effect as of the Closing Date, (iii) applicable law, (iv) any
document or instrument governing Indebtedness incurred pursuant to Section
8.1(c) or 8.1(i), provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection therewith, (v)
any Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien, (vi) customary restrictions and
conditions contained in any agreement relating to the sale of any Property
permitted under Section 8.5 pending the consummation of such sale, or (vii)
items set forth on Schedule 8.11.


                                       97
<PAGE>

         8.12     OWNERSHIP OF SUBSIDIARIES.

         Notwithstanding any other provisions of this Credit Agreement to the
contrary, the Credit Parties will not permit any Consolidated Party to (i)
permit any Person (other than the Borrower or any Wholly Owned Subsidiary of the
Borrower) to own any Capital Stock of any Subsidiary of the Borrower, except (A)
to qualify directors where required by applicable law or to satisfy other
requirements of applicable law with respect to the ownership of Capital Stock of
Foreign Subsidiaries, (B) as a result of or in connection with a dissolution,
merger, consolidation or disposition of a Subsidiary not prohibited by Section
8.4 or Section 8.5 or (C) the minority interests in the Chinese Subsidiaries as
set forth on Schedule 6.13B, (ii) permit any Subsidiary of the Borrower to issue
or have outstanding any shares of preferred Capital Stock or (iii) permit,
create, incur, assume or suffer to exist any Lien on any Capital Stock of any
Subsidiary of the Borrower, except for Permitted Liens.

         8.13     SALE LEASEBACKS.

         The Credit Parties will not permit any Consolidated Party to enter into
any Sale and Leaseback Transaction other than (a) those existing as of the
Closing Date and set forth on Schedule 8.1), (b) those set forth on Schedule
8.13 and (c) additional transactions where the aggregate net book value of all
of the assets sold or otherwise disposed of by the Consolidated Parties in all
such transactions after the Closing Date, together with all Asset Dispositions
permitted under Section 8.5(e), shall not exceed $7,500,000 in the aggregate for
any calendar year.

         8.14     CAPITAL EXPENDITURES.

         The Credit Parties will not permit Consolidated Capital Expenditures
for any fiscal year to exceed $17,000,000 per annum, plus the unused amount
available for Consolidated Capital Expenditures under this Section 8.14 for the
immediately preceding fiscal year (excluding any carry forward available from
any prior fiscal year); provided, however, that with respect to any fiscal year,
Consolidated Capital Expenditures made during such fiscal year shall be deemed
to be made first with respect to the applicable limitation for such fiscal year
and then with respect to any carry-forward from the immediately preceding fiscal
year.

         8.15     NO FURTHER NEGATIVE PLEDGES.

         The Credit Parties will not permit any Consolidated Party to enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the existence of any Lien upon any of its Property in favor of the
Administrative Agent (for the benefit of the Lenders) for the purpose of
securing the Credit Party Obligations, whether now owned or hereafter acquired,
or requiring the grant of any security for any obligation if such Property is
given as security for the Credit Party Obligations, except (a) in connection
with any document or instrument governing Indebtedness incurred pursuant to
Section 8.1(c), provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection therewith, (b)
in connection with any Permitted Lien or any document or instrument governing
any Permitted Lien, provided that any such restriction contained therein relates
only to the asset or assets subject to such Permitted Lien and (c) pursuant to
customary restrictions and conditions contained in any agreement


                                       98
<PAGE>

relating to the sale of any Property permitted under Section 8.5, pending the
consummation of such sale.

         8.16     OPERATING LEASE OBLIGATIONS.

         The Credit Parties will not permit any Consolidated Party to enter
into, assume or permit to exist any obligations for the payment of rental under
Operating Leases which in the aggregate for all such Persons would exceed
$11,000,000 in any fiscal year.

                                    SECTION 9

                                EVENTS OF DEFAULT

         9.1      EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence and during the
continuance of any of the following specified events (each an "Event of
Default"):

                  (a)      Payment.  Any Credit Party shall

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

                           (ii)     default, and such default shall continue for
                  three (3) or more Business Days, in the payment when due of
                  any interest on the Loans or any reimbursement obligations
                  arising from drawings under Letters of Credit or of any Fees
                  or other amounts owing hereunder, under any of the other
                  Credit Documents or in connection herewith or therewith; or

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

                  (c)      Covenants.  Any Credit Party shall:

                           (i)      default in the due performance or observance
                  of any term, covenant or agreement contained in Sections 7.2,
                  7.8, 7.10, 7.11, 7.12 or 7.13 or Section 8;

                           (ii)     default in the due performance or observance
                  of any term, covenant or agreement contained in Sections
                  7.1(a), (b), (c) or (d) and such default shall continue
                  unremedied for a period of at least 5 days after the earlier
                  of an Executive Officer of a Credit Party becoming aware of
                  such default or notice thereof by the Administrative Agent; or


                                       99
<PAGE>

                           (iii)    default in the due performance or observance
                  by it of any term, covenant or agreement (other than those
                  referred to in subsections (a), (b), (c)(i) or (c)(ii) of this
                  Section 9.1) contained in this Credit Agreement or any other
                  Credit Document and such default shall continue unremedied for
                  a period of at least 30 days after the earlier of an Executive
                  Officer of a Credit Party becoming aware of such default or
                  notice thereof by the Administrative Agent; or

                  (d)      Other Credit Documents. Except as a result of or in
         connection with a dissolution, merger or disposition of a Subsidiary
         not prohibited by Section 8.4 or Section 8.5, any Credit Document shall
         fail to be in full force and effect or to give the Administrative Agent
         and/or the Lenders the Liens, rights, powers and privileges purported
         to be created thereby, or any Credit Party shall so state in writing;
         or

                  (e)      Guaranties. Except as the result of or in connection
         with a dissolution, merger or disposition of a Subsidiary not
         prohibited by Section 8.4 or Section 8.5, the guaranty given by any
         Guarantor hereunder (including any Person after the Closing Date in
         accordance with Section 7.11) or any provision thereof shall cease to
         be in full force and effect, or any Guarantor (including any Person
         after the Closing Date in accordance with Section 7.11) hereunder or
         any Person acting by or on behalf of such Guarantor shall deny or
         disaffirm such Guarantor's obligations under such guaranty, or any
         Guarantor shall default in the due performance or observance of any
         term, covenant or agreement on its part to be performed or observed
         pursuant to any guaranty; or

                  (f)      Bankruptcy, etc. Any Bankruptcy Event shall occur
         with respect to any Consolidated Party; or

                  (g)      Defaults under Other Agreements.

                           (i)      Any Consolidated Party shall default in the
                  performance or observance (beyond the applicable grace period
                  with respect thereto, if any) of any material obligation or
                  condition of any contract or lease material to the
                  Consolidated Parties taken as a whole if such default could
                  reasonably be expected to have a Material Adverse Effect; or

                           (ii)     With respect to any Indebtedness (other than
                  Indebtedness outstanding under this Credit Agreement) in
                  excess of $3,500,000 in the aggregate for the Consolidated
                  Parties taken as a whole, (A) either (1) a default in any
                  payment shall occur and continue (beyond the applicable grace
                  period with respect thereto, if any) with respect to any such
                  Indebtedness, or (2) a default in the observance or
                  performance relating to such Indebtedness or contained in any
                  instrument or agreement evidencing, securing or relating
                  thereto, or any other event or condition shall occur or exist,
                  the effect of which default or other event or condition is to
                  cause, or permit, the holder or holders of such Indebtedness
                  (or trustee or agent on behalf of such holders) to cause
                  (determined without regard to whether any notice or lapse of
                  time is required), any such Indebtedness to become due prior
                  to its stated maturity; or (B) any such Indebtedness shall be
                  declared due and payable, or required to be prepaid other than
                  by a regularly scheduled required prepayment, prior to the
                  stated maturity thereof; or


                                      100
<PAGE>

                  (h)      Judgments. One or more judgments or decrees shall be
         entered against one or more of the Consolidated Parties involving a
         liability of $3,500,000 or more in the aggregate (to the extent not
         paid or fully covered by insurance provided by a carrier who has
         acknowledged coverage and has the ability to perform) and any such
         judgments or decrees shall not have been vacated, discharged or stayed
         or bonded pending appeal within 30 days from the entry thereof; or

                  (i)      ERISA. Any of the following events or conditions, if
         such event or condition could involve possible taxes, penalties, and
         other liabilities in an aggregate amount in excess of $3,500,000: (i)
         any "accumulated funding deficiency," as such term is defined in
         Section 302 of ERISA and Section 412 of the Code, whether or not
         waived, shall exist with respect to any Plan, or any lien shall arise
         on the assets of any Consolidated Party or any ERISA Affiliate in favor
         of the PBGC or a Plan; (ii) an ERISA Event shall occur with respect to
         a Single Employer Plan, which is, in the reasonable opinion of the
         Administrative Agent, likely to result in the termination of such Plan
         for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur
         with respect to a Multiemployer Plan or Multiple Employer Plan, which
         is, in the reasonable opinion of the Administrative Agent, likely to
         result in (A) the termination of such Plan for purposes of Title IV of
         ERISA, or (B) any Consolidated Party or any ERISA Affiliate incurring
         any liability in connection with a withdrawal from, reorganization of
         (within the meaning of Section 4241 of ERISA), or insolvency (within
         the meaning of Section 4245 of ERISA) of such Plan; or (iv) any
         prohibited transaction (within the meaning of Section 406 of ERISA or
         Section 4975 of the Code) or breach of fiduciary responsibility shall
         occur which may subject any Consolidated Party or any ERISA Affiliate
         to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
         Section 4975 of the Code, or under any agreement or other instrument
         pursuant to which any Consolidated Party or any ERISA Affiliate has
         agreed or is required to indemnify any person against any such
         liability;

                  (j)      Senior Subordinated Debt Documentation. (i) There
         shall occur and be continuing any "Event of Default" (or any comparable
         term) under, and as defined in the documents evidencing or governing
         any Subordinated Debt, (ii) any of the Obligations for any reason shall
         cease to be "Designated Senior Debt" (or any comparable term) under,
         and as defined in the documents evidencing or governing any
         Subordinated Indebtedness, (iii) any Indebtedness other than the
         Obligations shall constitute "Designated Senior Debt" (or any
         comparable term) under, and as defined in, the Senior Subordinated Note
         Indenture or any other documents evidencing or governing any
         Subordinated Indebtedness or (iv) the subordination provisions of the
         documents evidencing or governing any Subordinated Indebtedness shall,
         in whole or in part, terminate, cease to be effective or cease to be
         legally valid, binding and enforceable against any holder of the
         applicable Subordinated Indebtedness; or

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


                                      101
<PAGE>

         9.2      ACCELERATION; REMEDIES.

         Upon the occurrence and during the continuance of an Event of Default,
the Administrative Agent may or, upon the request and direction of the Required
Lenders, shall, by written notice to the Credit Parties take any of the
following actions:

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

                  (b)      Acceleration. Declare the unpaid Credit Party
         Obligations (excluding any Credit Party Obligations relating to a
         Hedging Agreement) to be due, whereupon the same shall be immediately
         due and payable without presentment, demand, protest or other notice of
         any kind, all of which are hereby waived by the Credit Parties.

                  (c)      Cash Collateral. Direct the Borrower to pay (and the
         Borrower hereby promises to pay, upon receipt of such notice) to the
         Administrative Agent additional cash, to be held by the Administrative
         Agent, for the benefit of the Lenders, in a cash collateral account as
         additional security for the LOC Obligations in respect of subsequent
         drawings under all then outstanding Letters of Credit in an amount
         equal to the maximum aggregate amount which may be drawn under all
         Letters of Credits then outstanding.

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

         Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(f) shall occur with respect to the Borrower, then, without the
giving of any notice or other action by the Administrative Agent or the Lenders,
(i) the Commitments automatically shall terminate, (ii) all of the outstanding
Credit Party Obligations (excluding any Credit Party Obligations relating to a
Hedging Agreement) automatically shall immediately become due and payable, and
(iii) the Borrower automatically shall be obligated (and hereby promises) to pay
to the Administrative Agent additional cash, to be held by the Administrative
Agent, for the benefit of the Lenders, in a cash collateral account as
additional security for the LOC Obligations in respect of subsequent drawings
under all then outstanding Letters of Credit in an amount equal to the maximum
aggregate amount which may be drawn under all Letters of Credits then
outstanding.

                                   SECTION 10

                                AGENCY PROVISIONS

         10.1     APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

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


                                      102
<PAGE>

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

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

         10.2     DELEGATION OF DUTIES.

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

         10.3     LIABILITY OF ADMINISTRATIVE AGENT.

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Credit
Agreement or any other Credit Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or warranty
made by any Credit Party or any officer thereof, contained herein or in any
other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Credit Agreement or any other Credit Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Credit Agreement or any other Credit Document, or for any failure of any
Credit Party or any other party


                                      103
<PAGE>

to any Credit Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Credit Agreement or any other
Credit Document, or to inspect the properties, books or records of any Credit
Party or any Affiliate thereof.

         10.4     RELIANCE BY ADMINISTRATIVE AGENT.

                  (a)      The Administrative Agent shall be entitled to rely,
         and shall be fully protected in relying, upon any writing,
         communication, signature, resolution, representation, notice, consent,
         certificate, affidavit, letter, telegram, facsimile, telex or telephone
         message, statement or other document or conversation believed by it to
         be genuine and correct and to have been signed, sent or made by the
         proper Person or Persons, and upon advice and statements of legal
         counsel (including counsel to any Credit Party), independent
         accountants and other experts selected by the Administrative Agent. The
         Administrative Agent shall be fully justified in failing or refusing to
         take any action under any Credit Document unless it shall first receive
         such advice or concurrence of the Required Lenders as it deems
         appropriate and, if it so requests, it shall first be indemnified to
         its satisfaction by the Lenders against any and all liability and
         expense which may be incurred by it by reason of taking or continuing
         to take any such action. The Administrative Agent shall in all cases be
         fully protected in acting, or in refraining from acting, under this
         Credit Agreement or any other Credit Document in accordance with a
         request or consent of the Required Lenders or all the Lenders, if
         required hereunder, and such request and any action taken or failure to
         act pursuant thereto shall be binding upon all the Lenders and
         participants. Where this Credit Agreement expressly permits or
         prohibits an action unless the Required Lenders otherwise determine,
         the Administrative Agent shall, and in all other instances, the
         Administrative Agent may, but shall not be required to, initiate any
         solicitation for the consent or a vote of the Lenders.

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

         10.5     NOTICE OF DEFAULT.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Credit Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Section 9.2; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or


                                      104
<PAGE>

refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.

         10.6     CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
                  AGENT.

         Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Credit Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Credit Parties and their respective Subsidiaries, and
all applicable Requirements of Law relating to the transactions contemplated
hereby, and made its own decision to enter into this Credit Agreement and to
extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Credit Agreement and the other Credit Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Credit Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

         10.7     INDEMNIFICATION OF ADMINISTRATIVE AGENT.

         Whether or not the transactions contemplated hereby are consummated,
the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Credit Party and without limiting the
obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all claims, damages, losses,
liabilities, costs, and expenses (including, without limitation, reasonable
attorneys' fees) that may be incurred by or asserted or awarded against any
Agent-Related Person, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection therewith) the
Credit Documents, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Loans, except to the extent such claim,
damage, loss, liability, cost, or expense is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Agent-Related Person's gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required
Lenders, or of all Lenders if unanimous direction is required hereunder, shall
be deemed to constitute gross negligence or willful misconduct for purposes of
this Section. Without limitation of the foregoing, each Lender shall reimburse
the Administrative Agent upon


                                      105
<PAGE>

demand for its ratable share of any costs or out-of-pocket expenses (including
reasonable attorneys fees and the allocated costs of internal counsel) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Credit Agreement, any other
Credit Document, or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by or
on behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Credit Party Obligations
hereunder and the resignation or replacement of the Administrative Agent.

         10.8     ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

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

         10.9     SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may resign as Administrative Agent upon 30
days' notice to the Lenders. If the Administrative Agent resigns under this
Credit Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders which successor administrative
agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Borrower, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 10 and Sections 11.4 and
11.9 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Credit Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following a retiring Administrative Agent's notice
of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of


                                      106
<PAGE>

the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

         10.10    OTHER AGENTS; LEAD MANAGERS.

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

                                   SECTION 11

                                  MISCELLANEOUS

         11.1     NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the same
has been delivered prepaid (or pursuant to an invoice arrangement) to a
reputable national overnight air courier service, or (d) the third Business Day
following the day on which the same is sent by certified or registered mail,
postage prepaid, in each case to the respective parties at the address, in the
case of the Credit Parties and the Administrative Agent, set forth below, and,
in the case of the Lenders, set forth on Schedule 2.1(a), or at such other
address as such party may specify by written notice to the other parties hereto:

         if to any Credit Party:

                  aaiPharma Inc.
                  2320 Scientific Park Drive
                  Wilmington, NC 28405
                  Attn:  Thomas Aluise
                  Telephone: 910-254-7013
                  Telecopy:   910-815-2387

         with a copy of notices under Sections 11.3(b)  and 11.3(g) to:

                  Robinson, Bradshaw & Hinson, P.A.
                  101 North Tryon Street, Suite 1900
                  Charlotte, North Carolina  28248
                  Attn:  Matthew Churchill
                  Telephone:  704-377-2536
                  Telecopy:    704-373-3955


                                      107
<PAGE>

         if to the Administrative Agent:

                  For payments, Notices of Borrowing and Notices of
                  Extension/Conversion:

                  Bank of America, N.A.
                  101 N. Tryon, 15th Floor
                  Loc. Code:  NC1-001-15-04
                  Charlotte, North Carolina  28255
                  Attn:  Wade Duncan
                  Telephone:  704-388-2374
                  Telecopy:    704-409-0619

                  For all other Notices:

                  Bank of America, N.A.
                  1455 Market St. 5th Floor
                  Mail Code CA5-701-05-19
                  San Francisco, California 94103
                  Attn: Mark Doherty
                  Telephone:  415-436-2776
                  Telecopy:  415-503-5137

         with a copy to:

                  Bank of America, N.A.
                  Bank of America Corporate Center
                  100 N. Tryon Street
                  NC1-007-17-11
                  Charlotte, NC 28255
                  Attn:  Craig Murlless
                  Telephone:  704-387-1296
                  Telecopy:    704-388-6002

         11.2     RIGHT OF SET-OFF; ADJUSTMENTS.

         Upon the occurrence and during the continuance of any Event of Default,
each Lender (and each of its Affiliates) is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender (or any
of its Affiliates) to or for the credit or the account of any Credit Party
against any and all of the obligations of such Person now or hereafter existing
under this Credit Agreement, under the Notes, under any other Credit Document or
otherwise, irrespective of whether such Lender shall have made any demand
hereunder or thereunder and although such obligations may be unmatured. Each
Lender agrees promptly to notify any affected Credit Party after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender


                                      108
<PAGE>

under this Section 11.2 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) that such Lender may have.

         11.3     SUCCESSORS AND ASSIGNS.

                  (a)      The provisions of this Credit Agreement shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and assigns permitted hereby, except that the
         Credit Parties may not assign or otherwise transfer any of its rights
         or obligations hereunder without the prior written consent of each
         Lender and no Lender may assign or otherwise transfer any of its rights
         or obligations hereunder except (i) to an Eligible Assignee in
         accordance with the provisions or paragraph (b) of this Section, (ii)
         by way of participation in accordance with the provisions of paragraph
         (d) of this Section or (iii) by way of pledge or assignment of a
         security interest subject to the restrictions of paragraph (f) of this
         Section (and any other attempted assignment or transfer by any Credit
         Party or by any Lender without such consent shall be null and void).
         Nothing in this Credit Agreement, expressed or implied, shall be
         construed to confer upon any Person (other than the parties hereto,
         their respective successors and assigns permitted hereby, Participants
         to the extent provided in paragraph (d) of this Section and, to the
         extent expressly contemplated hereby, the Indemnified Parties) any
         legal or equitable right, remedy or claim under or by reason of this
         Credit Agreement.

                  (b)      Any Lender may at any time assign to one or more
         Eligible Assignees all or a portion of its rights and obligations under
         this Credit Agreement (including all or a portion of its Commitment and
         the Loans (including for purposes of this subsection (b), its
         Participation Interests) at the time owing to it); provided that (i)
         except in the case of an assignment of the entire remaining amount of
         the assigning Lender's Commitment and the Loans at the time owing to it
         or in the case of an assignment to a Lender or an Affiliate of a Lender
         or an Approved Fund with respect to a Lender, the aggregate amount of
         the Commitment (which for this purpose includes Loans outstanding
         thereunder) or principal outstanding balance of the Term Loan of the
         assigning Lender subject to each such assignment, determined as of the
         date the Assignment and Assumption Agreement with respect to such
         assignment is delivered to the Administrative Agent, shall not be less
         than $2,000,000 in the case of any assignment of a Revolving
         Commitment, or $1,000,000, in the case of any assignment of a Term
         Loan, unless each of the Administrative Agent and, so long as no Event
         of Default has occurred and is continuing, the Borrower otherwise
         consents (each such consent not to be unreasonably withheld or
         delayed); (ii) each partial assignment shall be made as an assignment
         of a proportionate part of all the assigning Lender's rights and
         obligations under this Credit Agreement with respect to the Loans or
         the Commitments assigned, except that this clause (ii) shall not (x)
         apply to rights in respect of outstanding Swing Line Loans or (y)
         prohibit any Lender from assigning all or a portion of its rights and
         obligations among separate tranches on a non-pro rata basis; (iii) any
         assignment of a Revolving Commitment must be approved by the
         Administrative Agent and the Issuing Lender unless the Person that is
         the proposed assignee is itself a Lender with a Revolving Commitment
         (whether or not the proposed assignee would otherwise qualify as an
         Eligible Assignee); and (iv) the parties to each assignment shall
         execute and deliver to the Administrative Agent an Assignment and
         Assumption Agreement, together with a processing and recordation fee of
         $3,500, and the Eligible Assignee, if it shall not be a


                                      109
<PAGE>

         Lender, shall deliver to the Administrative Agent an Administrative
         Questionnaire. Subject to acceptance and recording thereof by the
         Administrative Agent pursuant to subsection (c), from and after the
         effective date specified in each Assignment and Assumption Agreement,
         the Eligible Assignee thereunder shall be a party hereto and, to the
         extent of the interest assigned by such Assignment and Assumption
         Agreement, have the rights and obligations of a Lender under this
         Credit Agreement, and the assigning Lender thereunder shall, to the
         extent of the interest assigned by such Assignment and Assumption
         Agreement, be released from its obligations under this Credit Agreement
         (and, in the case of an Assignment and Assumption Agreement covering
         all of the assigning Lender's rights and obligations under this Credit
         Agreement, such Lender shall cease to be a party hereto but shall
         continue to be entitled to the benefits of Sections 3.11, 3.12 and
         11.5). Upon request, the Borrower (at its expense) shall execute and
         deliver new or replacement Notes to the assigning Lender and the
         assignee Lender. Any assignment or transfer by a Lender of rights or
         obligations under this Credit Agreement that does not comply with this
         subsection shall be treated for purposes of this Credit Agreement as a
         sale by such Lender of a participation in such rights and obligations
         in accordance with subsection (d) of this Section.

                  (c)      The Administrative Agent, acting solely for this
         purpose as an agent of the Borrower, shall maintain at is address
         referred to in Section 11.1 a copy of each Assignment and Assumption
         Agreement delivered to it and a register for the recordation of the
         names and addresses of the Lenders, and the Commitments of, and
         principal amount of the Loans owing to, each Lender pursuant to the
         terms hereof from time to time (the "Register"). The entries in the
         Register shall be conclusive, and the Credit Parties, the
         Administrative Agent and the Lenders may treat each Person whose name
         is recorded in the Register pursuant to the terms hereof as a Lender
         hereunder for all purposes of this Credit Agreement, notwithstanding
         notice to the contrary. The Register shall be available for inspection
         by the Credit Parties and any Lender, at any reasonable time and from
         time to time upon reasonable prior notice.

                  (d)      Any Lender may, without the consent of, or notice to,
         the Credit Parties or the Administrative Agent, sell participations to
         one or more banks or other entities (a "Participant") in all or a
         portion of such Lender's rights and/or obligations under this Credit
         Agreement (including all or a portion of its Commitments and/or the
         Loans (including such Lender's Participation Interests) owing to it);
         provided that (i) such Lender's obligations under this Credit Agreement
         shall remain unchanged, (ii) such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations and (iii) the Credit Parties, the Administrative Agent and
         the other Lenders shall continue to deal solely and directly with such
         Lender in connection with such Lender's rights and obligations under
         this Credit Agreement. Any agreement or instrument pursuant to which a
         Lender sells such a participation shall provide that such Lender shall
         retain the sole right to enforce this Credit Agreement and to approve
         any amendment, modification or waiver of any provision of this Credit
         Agreement; provided that such agreement or instrument may provide that
         such Lender will not, without the consent of the Participant, agree to
         any amendment, waiver or other modification that would (i) postpone any
         date upon which any payment of money is scheduled to be paid to such
         Participant, (ii) reduce the principal, interest, fees or other amounts
         payable to such Participant, (iii) except as the result of or in
         connection with a dissolution, merger or


                                      110
<PAGE>

         disposition of a Consolidated Party not prohibited by Section 8.4 or
         8.5, release all or substantially all of the Guarantors from their
         obligations under the Credit Documents or (iv) except as the result of
         or in connection with an Asset Disposition not prohibited by Section
         8.5, release all or substantially all of the Collateral. Subject to
         subsection (e) of this Section, the Borrower agrees that each
         Participant shall be entitled to the benefits of Sections 3.6, 3.9,
         3.11 and 3.12 to the same extent as if it were a Lender and had
         acquired its interest by assignment pursuant to subsection (b) of this
         Section. To the extent permitted by law, each Participant also shall be
         entitled to the benefits of Section 11.2 as though it were a Lender,
         provided such Participant agrees to be subject to Section 3.14 as
         though it were a Lender.

                  (e)      A Participant shall not be entitled to receive any
         greater payment under Section 3.6, 3.7 or 3.11 than the applicable
         Lender would have been entitled to receive with respect to the
         participation sold to such Participant, unless the sale of the
         participation to such Participant is made with the Borrower's prior
         written consent. A Participant that is not a United States person under
         Section 7701(a)(30) of the Code shall not be entitled to the benefits
         of Section 3.11 unless the Borrower is notified of the participation
         sold to such Participant and such Participant agrees, for the benefit
         of the Borrower, to comply with Section 3.11(d) as though it were a
         Lender.

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

                  (g)      If the consent of the Borrower to an assignment or to
         an Eligible Assignee is required hereunder (including a consent to an
         assignment which does not meet the minimum assignment threshold
         specified in clause (i) of the proviso to the first sentence of Section
         11.3(b)), the Borrower shall be deemed to have given its consent five
         Business Days after the date notice thereof has been delivered by the
         assigning Lender (through the Administrative Agent) and actually
         received by the Borrower and its counsel pursuant to Section 11.1,
         unless such consent is expressly refused by the Borrower prior to such
         fifth Business Day.

                  (h)      Notwithstanding anything to the contrary contained
         herein, if at any time Bank of America assigns all of its Commitment
         and Loans pursuant to subsection (b) above, Bank of America may, (i)
         upon five Business Days' notice to the Borrower, terminate its Swing
         Line Commitment and (ii) upon 30 days' notice to the Borrower and the
         Lenders, resign as Issuing Lender. In the event of any such termination
         of its Swing Line Commitment or resignation as Issuing Lender, the
         Borrower shall be entitled to appoint from among the Lenders a
         successor Swing Line Lender or Issuing Lender hereunder; provided,
         however, that no failure by the Borrower to appoint any such successor
         shall affect the termination of Bank of America's Swing Line Commitment
         or the resignation of Bank of America as Issuing Lender, as the case
         may be. If Bank of America terminates its Swing Line Commitment, it
         shall retain all the rights of the Swing Line Lender provided for
         hereunder with respect to Swing Line Loans made by it and


                                      111
<PAGE>

         outstanding as of the effective date of such termination, including the
         right to require the Lenders to make Revolving Loans or fund their
         Participation Interests in outstanding Swing Line Loans pursuant to
         Section 2.2(d). Bank of America shall retain all the rights and
         obligations of the Issuing Lender hereunder with respect to all Letters
         of Credit outstanding as of the effective date of its resignation as
         Issuing Lender and all LOC Obligations with respect thereto (including
         the right to require thc Lenders to make Revolving Loans or fund their
         Participation Interests pursuant to Section 2.4).

         11.4     NO WAIVER; REMEDIES CUMULATIVE.

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

         11.5     EXPENSES; INDEMNIFICATION.

                  (a)      The Credit Parties jointly and severally agree to pay
         on demand reasonable out-of-pocket costs and expenses of the
         Administrative Agent in connection with the syndication, preparation,
         execution, delivery, administration, modification, and amendment of
         this Credit Agreement, the other Credit Documents, and the other
         documents to be delivered hereunder, including, without limitation, the
         reasonable fees and expenses of counsel for the Administrative Agent
         with respect thereto and with respect to advising the Administrative
         Agent as to its rights and responsibilities under the Credit Documents.
         The Credit Parties further jointly and severally agree to pay on demand
         reasonable out-of-pocket costs and expenses of the Administrative Agent
         and the Lenders, if any (including, without limitation, reasonable
         attorneys' fees and expenses), in connection with any work-out or
         restructuring relating to the Credit Facilities or any enforcement
         (whether through negotiations, legal proceedings, or otherwise) of any
         of the Credit Documents.

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


                                      112
<PAGE>

         and the resignation or removal of the Administrative Agent or the
         replacement of any Lender) be asserted or imposed against any
         Indemnitee, arising out of or relating to, the Credit Documents, any
         predecessor Credit Documents, the Commitments, the use or contemplated
         use of the proceeds of any Extension of Credit, or the relationship of
         any Credit Party, the Administrative Agent and the Lenders under this
         Credit Agreement or any other Credit Document; (c) any administrative
         or investigative proceeding by any Governmental Authority arising out
         of or related to a claim, demand, action or cause of action described
         in subsection (a) or (b) above; and (d) any and all liabilities
         (including liabilities under indemnities), losses, reasonable
         out-of-pocket costs or expenses (including reasonable fees and costs of
         counsel) that any Indemnitee suffers or incurs as a result of the
         assertion of any foregoing claim, demand, action, cause of action or
         proceeding, or as a result of the preparation of any defense in
         connection with any foregoing claim, demand, action, cause of action or
         proceeding, in all cases, whether or not arising out of the negligence
         of an Indemnitee, and whether or not an Indemnitee is a party to such
         claim, demand, action, cause of action or proceeding (all the
         foregoing, collectively, the "Indemnified Liabilities"); provided that
         no Indemnitee shall be entitled to indemnification for any claim caused
         by its own gross negligence or willful misconduct or for any loss
         asserted against it by another Indemnitee. The agreements in this
         Section shall survive the termination of the Commitments and repayment
         of all the other Credit Party Obligations.

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

         11.6     AMENDMENTS, WAIVERS AND CONSENTS.

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

                  (a)      without the consent of each Lender affected thereby,
         neither this Credit Agreement nor any other Credit Document may be
         amended, changed, waived, discharged or terminated so as to

                           (i)      extend any Commitment or the final maturity
                  of any Loan or of any reimbursement obligation, or any portion
                  thereof, arising from drawings under Letters of Credit, or
                  extend or waive any Principal Amortization Payment of any
                  Loan, or any portion thereof (it being understood and agreed
                  that a waiver of any condition precedent set forth in Section
                  5.2 or of any Default or Event of Default or mandatory
                  reduction in the Commitments shall not constitute a change in
                  the terms of any Commitment of any Lender),

                           (ii)     reduce the rate or extend the time of
                  payment of interest on any Loan or of any reimbursement
                  obligation, or any portion thereof, arising from drawings


                                      113
<PAGE>

                  under Letters of Credit (other than as a result of waiving the
                  applicability of any post-default increase in interest rates)
                  or of any Fees,

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

                           (iv)     increase the Commitment of a Lender over the
                  amount thereof in effect (it being understood and agreed that
                  a waiver of any condition precedent set forth in Section 5.2
                  or of any Default or Event of Default or mandatory reduction
                  in the Commitments shall not constitute a change in the terms
                  of any Commitment of any Lender),

                           (v)      except as the result of or in connection
                  with an Asset Disposition not prohibited by Section 8.5,
                  release all or substantially all of the Collateral,

                           (vi)     except as the result of or in connection
                  with a dissolution, merger or disposition of a Consolidated
                  Party not prohibited by Section 8.4 or Section 8.5, release
                  the Borrower or substantially all of the other Credit Parties
                  from its or their obligations under the Credit Documents,

                           (vii)    amend, modify or waive any provision of
                  Section 3.13,

                           (viii)   amend, modify or waive any provision of this
                  Section 11.6,

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

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

                  (b)      without the consent of Lenders (other than Defaulting
         Lenders) holding in the aggregate at least a majority of the
         outstanding Term Loans (and Participation Interests therein), (i)
         Section 3.15 may not be amended, changed, waived, discharged or
         terminated so as to alter the manner of application of any payment in
         respect of the Credit Party Obligations or proceeds of Collateral and
         (ii) Section 3.3(b)(viii) may not be amended, changed, waived,
         discharged or terminated so as to alter the manner of application of
         proceeds of any mandatory prepayment required by Section 3.3(b)(ii),
         (iii), (iv), (v), (vi) or (vii) hereof;

                  (c)      without the consent of the Administrative Agent, no
         provision of Section 10 may be amended, changed, waived, discharged or
         terminated; and

                  (d)      without the consent of the Swing Line Lender, no
         provision of Section 2.2 may be amended, changed, waived, discharged or
         terminated; and


                                      114
<PAGE>

                  (e)      without the consent of the Issuing Lender, no
         provision of Section 2.4 may be amended, changed, marked, discharged or
         terminated.

         Notwithstanding the fact that the consent of all the Lenders is
         required in certain circumstances as set forth above, (x) each Lender
         is entitled to vote as such Lender sees fit on any bankruptcy
         reorganization plan that affects the Loans, and each Lender
         acknowledges that the provisions of Section 1126(c) of the Bankruptcy
         Code supersedes the unanimous consent provisions set forth herein and
         (y) the Required Lenders shall determine whether or not to allow a
         Credit Party to use cash collateral in the context of a bankruptcy or
         insolvency proceeding and such determination shall be binding on all of
         the Lenders.

         11.7     COUNTERPARTS.

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

         11.8     HEADINGS.

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

         11.9     SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive until this Credit Agreement shall be terminated in
accordance with the terms of Section 11.13(b).

         11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
                  JURY TRIAL.

                  (a)      THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY
         PROVIDED THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
         OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
         BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF NEW YORK. Any legal action or proceeding with respect to this
         Credit Agreement or any other Credit Document may be brought in the
         courts of the State of New York in New York County, or of the United
         States for the Southern District of New York, and, by execution and
         delivery of this Credit Agreement, each of the Credit Parties hereby
         irrevocably accepts for itself and in respect of its property,
         generally and unconditionally, the nonexclusive jurisdiction of such
         courts. Each of the Credit Parties further irrevocably consents to the
         service of process out of any of


                                      115
<PAGE>

         the aforementioned courts in any such action or proceeding by the
         mailing of copies thereof by registered or certified mail, postage
         prepaid, to it at the address set out for notices pursuant to Section
         11.1, such service to become effective three (3) days after such
         mailing. Nothing herein shall affect the right of the Administrative
         Agent or any Lender to serve process in any other manner permitted by
         law or to commence legal proceedings or to otherwise proceed against
         any Credit Party in any other jurisdiction.

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

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

         11.11    SEVERABILITY.

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

         11.12    ENTIRETY.

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

         11.13    BINDING EFFECT; TERMINATION.

                  (a)      This Credit Agreement shall become effective at such
         time on or after the Closing Date when it shall have been executed by
         each Credit Party and the Administrative


                                      116
<PAGE>

         Agent, and the Administrative Agent shall have received copies hereof
         (telefaxed or otherwise) which, when taken together, bear the
         signatures of each Lender, and thereafter this Credit Agreement shall
         be binding upon and inure to the benefit of each Credit Party, the
         Administrative Agent and each Lender and their respective successors
         and assigns..

                  (b)      The term of this Credit Agreement shall be until the
         Credit Party Obligations are Fully Satisfied.

                  (c)      Each of the Credit Parties hereby acknowledges and
         agrees that it has no claims, counterclaims, offsets, or defenses to
         the Credit Documents and the performance of its obligations thereunder,
         or if such Credit Party has any such claims, counterclaims, offsets, or
         defenses to the Credit Documents or any transaction related to the
         Credit Documents, the same are hereby waived, relinquished and released
         in consideration of the Lenders' execution and delivery of this Credit
         Agreement.

         11.14    CONFIDENTIALITY.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Credit
Agreement; (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Credit Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section 11.14, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Credit Agreement or
(ii) any direct or indirect contractual counterparty or prospective counterparty
(or such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to Credit Party
Obligations; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section 11.14 or (ii) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than the Consolidated
Parties; or (i) to the National Association of Insurance Commissioners or any
other similar organization or any nationally recognized rating agency that
requires access to information about a Lender's or its Affiliates' investment
portfolio in connection with ratings issued with respect to such Lender or its
Affiliates. For the purposes of this Section, "Information" means all
information received from the Credit Parties relating to the Consolidated
Parties or their business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Consolidated Parties; provided that, in the case of
information received from the Consolidated Parties after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section 11.14 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.


                                      117
<PAGE>

         The Borrower will not, and will not permit any of its Subsidiaries to,
issue any press release or other public disclosure using the name General
Electric Capital Corporation ("GE") or any of its affiliates without at least
two (2) Business Days' prior written notice to, and the prior written consent of
GE, except (i) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process (in which event Borrower will still use
commercially reasonable efforts to consult with GE prior to such disclosure) and
(ii) in connection with the Borrower's required filings with the Securities and
Exchange Commission.

         The Borrower consents to the publication by any agent of a tombstone or
other advertising material relating to the financing transactions contemplated
by this Credit Agreement, and agrees that any agent may provide to industry
trade organizations information necessary and customary for inclusion in league
table measurements.

         11.15    SOURCE OF FUNDS.

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

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

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

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

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

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

         11.16    REGULATION D.

         Each of the Lenders hereby represents and warrants to the Borrower that
it is a commercial lender, other financial institution or other "accredited"
investor (as defined in SEC Regulation D) which makes or acquires or loans on
the ordinary course of business and that it will make or acquire Loans for its
own account in the ordinary course of business.


                                      118
<PAGE>

         11.17    CONFLICT.

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

                           [SIGNATURE PAGE TO FOLLOW]


                                      119
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Credit Agreement to be duly executed and delivered as of the date first
above written.

BORROWER:                               aaiPHARMA INC.



                                        By:     /s/ William L. Ginna, Jr.
                                           -------------------------------------
                                        Name:   William L. Ginna, Jr.
                                             -----------------------------------
                                        Title:  Executive Vice President and
                                              ----------------------------------
                                                Chief Financial Officer
                                              ----------------------------------


GUARANTORS:                             APPLIED ANALYTICAL INDUSTRIES
                                                 LEARNING CENTER, INC.
                                        AAI TECHNOLOGIES, INC.
                                        AAI INTERNATIONAL, INC.
                                        AAI PROPERTIES, INC.
                                        KANSAS CITY ANALYTICAL SERVICES, INC.
                                        MEDICAL & TECHNICAL RESEARCH
                                                 ASSOCIATES, INC.
                                        AAI JAPAN, INC.
                                        NEOSAN PHARMACEUTICALS, INC.


                                        By:     /s/ William L. Ginna, Jr.
                                           -------------------------------------
                                        Name:   William L. Ginna, Jr.
                                             -----------------------------------
                                        Title:  Vice President
                                              ----------------------------------


<PAGE>

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



                                        By:    /s/ Gary Flieger
                                           -------------------------------------
                                        Name:      Gary Flieger
                                             -----------------------------------
                                        Title:     Vice President
                                              ----------------------------------


<PAGE>

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



                                        By: /s/ Craig Murlless
                                           -------------------------------------
                                        Name: Craig Murlless
                                             -----------------------------------
                                        Title: Vice President
                                              ----------------------------------


<PAGE>

                                        FIRST UNION NATIONAL BANK



                                        By: /s/ Richard M. Schmersal
                                           -------------------------------------
                                        Name: Richard M. Schmersal
                                             -----------------------------------
                                        Title: Director
                                              ----------------------------------

                           [signature pages continue]


<PAGE>

                                        CIBC INC.



                                        By: /s/ Douglas Cornett
                                           -------------------------------------
                                        Name: Douglas Cornett
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------

                           [signature pages continue]


<PAGE>

                                        GENERAL ELECTRIC CAPITAL CORPORATION



                                        By: /s/ Brian S. Beckwith
                                           -------------------------------------
                                        Name: Brian S. Beckwith
                                             -----------------------------------
                                        Title: Only Authorized Signatory
                                              ----------------------------------

                           [signature pages continue]


<PAGE>

                                        RAYMOND JAMES BANK, FSB



                                        By:    /s/ Andrew Hahn
                                           -------------------------------------
                                        Name:      Andrew Hahn
                                             -----------------------------------
                                        Title:     Vice President
                                              ----------------------------------