<PAGE>
                                                                 EXECUTION COPY

                                                                  EXHIBIT 10.20

================================================================================

                                CREDIT AGREEMENT

                          Dated as of April 23, 2002,

                                     among

                          KING PHARMACEUTICALS, INC.,

                           THE LENDERS NAMED HEREIN,

               CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
                            as Administrative Agent,
                            as Collateral Agent and
                              as Swingline Lender,

                                      and

                              BANK OF AMERICA, NA,
                          J.P. MORGAN SECURITIES INC.,
                                      and
                                UBS WARBURG LLC
                            as Co-Syndication Agents

                      WACHOVIA BANK NATIONAL ASSOCIATION,
                             as Documentation Agent

                                ---------------

                           CREDIT SUISSE FIRST BOSTON
                      as Sole Lead Arranger and Bookrunner

================================================================================


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                      <C>                                                <C>
                                   ARTICLE I

                                  Definitions

SECTION 1.01.  Defined Terms................................................ 1
SECTION 1.02.  Terms Generally.............................................. 18

                                   ARTICLE II

                                  The Credits

SECTION 2.01.  Commitments.................................................. 19
SECTION 2.02.  Loans........................................................ 19
SECTION 2.03.  Borrowing Procedure.......................................... 21
SECTION 2.04.  Evidence of Debt; Repayment of Loans......................... 21
SECTION 2.05.  Fees......................................................... 22
SECTION 2.06.  Interest on Loans............................................ 23
SECTION 2.07.  Default Interest............................................. 23
SECTION 2.08.  Alternate Rate of Interest................................... 23
SECTION 2.09.  Termination and Reduction of Commitments..................... 23
SECTION 2.10.  Conversion and Continuation of Borrowings.................... 24
SECTION 2.11.  Prepayment................................................... 25
SECTION 2.12.  Reserve Requirements; Change in Circumstances................ 25
SECTION 2.13.  Change in Legality........................................... 26
SECTION 2.14.  Indemnity.................................................... 27
SECTION 2.15.  Pro Rata Treatment........................................... 27
SECTION 2.16.  Sharing of Setoffs........................................... 28
SECTION 2.17.  Payments..................................................... 28
SECTION 2.18.  Taxes........................................................ 29
SECTION 2.19.  Assignment of Commitments Under Certain Circumstances;
                 Duty to Mitigate........................................... 30
SECTION 2.20.  Swingline Loans.............................................. 31
SECTION 2.21.  Letters of Credit............................................ 32

                                  ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Organization; Powers......................................... 36
SECTION 3.02.  Authorization................................................ 36
SECTION 3.03.  Enforceability............................................... 36
SECTION 3.04.  Governmental Approvals....................................... 36
SECTION 3.05.  Financial Statements......................................... 37
SECTION 3.06.  No Material Adverse Change................................... 37
</TABLE>


<PAGE>

<TABLE>
<S>                          <C>                                             <C>

SECTION 3.07.  Title to Properties; Possession Under Leases................. 37
SECTION 3.08.  Subsidiaries................................................. 37
SECTION 3.09.  Litigation; Compliance with Laws............................. 38
SECTION 3.10.  Agreements................................................... 38
SECTION 3.11.  Federal Reserve Regulations.................................. 38
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act... 38
SECTION 3.13.  Use of Proceeds.............................................. 39
SECTION 3.14.  Tax Returns.................................................. 39
SECTION 3.15.  No Material Misstatements.................................... 39
SECTION 3.16.  Employee Benefit Plans....................................... 39
SECTION 3.17.  Environmental Matters........................................ 39
SECTION 3.18.  Insurance.................................................... 40
SECTION 3.19.  Security Documents........................................... 40
SECTION 3.20.  Location of Real Property and Leased Premises................ 41
SECTION 3.21.  Labor Matters................................................ 41
SECTION 3.22.  Solvency..................................................... 41

                                   ARTICLE IV

                             Conditions of Lending

SECTION 4.01.  All Credit Events............................................ 41
SECTION 4.02.  Effective Date............................................... 42

                                   ARTICLE V

                             Affirmative Covenants

SECTION 5.01.  Existence; Businesses and Properties......................... 44
SECTION 5.02.  Obligations and Taxes........................................ 44
SECTION 5.03.  Financial Statements, Reports, etc. ......................... 44
SECTION 5.04.  Litigation and Other Notices................................. 46
SECTION 5.05.  Employee Benefits............................................ 46
SECTION 5.06.  Maintaining Records; Access to Properties and Inspections.... 46
SECTION 5.07.  Use of Proceeds.............................................. 46
SECTION 5.08.  Compliance with Environmental Laws........................... 46
SECTION 5.09.  Preparation of Environmental Reports......................... 47
SECTION 5.10.  Further Assurances........................................... 47

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Indebtedness................................................. 47
SECTION 6.02.  Liens........................................................ 48
SECTION 6.03.  Sale and Lease-Back Transactions............................. 49
SECTION 6.04.  Investments, Loans and Advances...............................50
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions.... 51
</TABLE>


<PAGE>

<TABLE>
<S>            <C>                                                           <C>
SECTION 6.06.  Dividends and Distributions; Restrictions on Ability of
                 Subsidiaries to Pay Dividends.............................. 51
SECTION 6.07.  Transactions with Affiliates................................. 52
SECTION 6.08.  Business of Borrower and Subsidiaries........................ 52
SECTION 6.09.  Fiscal Year.................................................. 52
SECTION 6.10.  Leverage Ratio............................................... 52
SECTION 6.11.  Consolidated Interest Expense Coverage Ratio................. 53
SECTION 6.12.  Consolidated Net Worth....................................... 53
SECTION 6.13.  Amendment of Material Documents.............................. 53
SECTION 6.14.  Prepayments, Redemptions and Repurchases of Debt............. 53

                                  ARTICLE VII

                               Events of Default

                                  ARTICLE VIII

               The Administrative Agent and the Collateral Agent

                                   ARTICLE IX

                                 Miscellaneous

SECTION 9.01.  Notices...................................................... 58
SECTION 9.02.  Survival of Agreement........................................ 58
SECTION 9.03.  Binding Effect............................................... 58
SECTION 9.04.  Successors and Assigns....................................... 59
SECTION 9.05.  Expenses; Indemnity.......................................... 62
SECTION 9.06.  Right of Setoff.............................................. 62
SECTION 9.07.  APPLICABLE LAW............................................... 63
SECTION 9.08.  Waivers; Amendment; Increase of Revolving Credit
                 Commitments and Addition of Term or Revolving Tranches..... 63
SECTION 9.09   Interest Rate Limitation..................................... 65
SECTION 9.10.  Entire Agreement............................................. 65
SECTION 9.11.  WAIVER OF JURY TRIAL......................................... 65
SECTION 9.12.  Severability................................................. 65
SECTION 9.13.  Counterparts................................................. 66
SECTION 9.14.  Headings..................................................... 66
SECTION 9.15.  Jurisdiction; Consent to Service of Process.................. 66
SECTION 9.16.  Confidentiality.............................................. 66
SECTION 9.17.  Releases of Guarantors and Collateral........................ 67
</TABLE>


<PAGE>

Schedule 1.01(a)        Guarantors
Schedule 1.01(b)        Investment Policy
Schedule 2.01           Commitments
Schedule 2.21           Issuing Banks and Existing Letters of Credit
Schedule 3.07(a)        Certain Encumbrances
Schedule 3.07(c)        Condemnation Proceeds
Schedule 3.08           Subsidiaries
Schedule 3.09           Litigation
Schedule 3.17           Environmental Matters
Schedule 3.18           Insurance
Schedule 3.19(d)        Mortgaged Properties and Mortgage Filing Offices
Schedule 3.20(a)        Owned Property
Schedule 3.20(b)        Leased Property
Schedule 6.01           Existing Indebtedness
Schedule 6.02           Existing Liens
Schedule 6.04(a)        Existing Investments

Exhibit A               Form of Administrative Questionnaire
Exhibit B               Form of Assignment and Acceptance
Exhibit C               Form of Borrowing Request
Exhibit D               Form of Guarantee Agreement
Exhibit E               Form of Indemnity, Subrogation and
                             Contribution Agreement
Exhibit F               Form of Pledge Agreement
Exhibit G               Form of Security Agreement
Exhibit H-1             Form of Opinion of Kyle P. Macione, Esq.,Executive
                        Vice President, Corporate Affairs, of the Borrower
Exhibit H-2             Form of Opinion of Dewey Ballantine LLP,
                             special counsel to the Borrower
Exhibit H-3             Form of Opinion of Baker, Donelson, Bearman &
                             Caldwell, Tennessee counsel to the Borrower
Exhibit I-1             Form of Mortgage
Exhibit I-2             Form of Deed of Trust


<PAGE>

                                    CREDIT AGREEMENT dated as of April 23, 2002,
                           (this "Agreement") among KING PHARMACEUTICALS, INC.,
                           a Tennessee corporation (the "Borrower"); the
                           Lenders (as defined in Article I); CREDIT SUISSE
                           FIRST BOSTON, a bank organized under the laws of
                           Switzerland, acting through its Cayman Islands
                           Branch, as administrative agent and collateral agent
                           for the Lenders (in such capacity, the
                           "Administrative Agent" and the "Collateral Agent"),
                           and as swingline lender (in such capacity, the
                           "Swingline Lender"); the Issuing Banks (as defined
                           in Article I); Bank of America, NA, J.P. Morgan
                           Securities, Inc. and UBS Warburg, as co-syndication
                           agents (in such capacity, the "Co-Syndication
                           Agents"); and Wachovia Bank National Association, as
                           Documentation Agent (in such capacity, the
                           "Documentation Agent" and, together with the
                           Administrative Agent, the Collateral Agent and the
                           Co-Syndication Agents, the "Agents").

         The Borrower has requested the Lenders to extend credit in the form of
Revolving Loans at any time and from time to time on or after the Effective
Date and prior to the Maturity Date, in an aggregate principal amount at any
time outstanding not in excess of $400,000,000. The Borrower has requested the
Swingline Lender to extend credit, at any time and from time to time prior to
the Maturity Date, in the form of Swingline Loans in an aggregate principal
amount at any time outstanding not in excess of $5,000,000. The Borrower has
requested that the Issuing Banks issue letters of credit, in an aggregate face
amount at any time outstanding not in excess of $15,000,000 to support payment
obligations incurred by the Borrower and the Subsidiaries. The proceeds of the
Revolving Loans and of the Swingline Loans are to be used by the Borrower and
the Subsidiaries to provide working capital and for other general corporate
purposes, including acquisitions.

         The Lenders and the Swingline Lender are willing to extend such credit
to the Borrower, and the Issuing Banks are willing to issue Letters of Credit
for the account of the Borrower or any Wholly Owned Subsidiary, on the terms
and subject to the conditions set forth herein. Accordingly, the parties hereto
agree as follows:

                                   ARTICLE I

                                  Definitions

         SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

         "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

         "ABR Loan" shall mean any ABR Revolving Loan or Swingline Loan, or
any ABR Term Loan.

         "ABR Revolving Loan" shall mean any Revolving Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with
the provisions of Article II.


                                       1
<PAGE>

                                                                              2

         "ABR Term Loan" shall mean any Term Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II, as such Article may be amended pursuant to Section
9.08.

         "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum equal to the
product of (a) the LIBO Rate in effect for such Interest Period and (b)
Statutory Reserves.

         "Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.05(b).

         "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A.

         "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

         "Aggregate Revolving Credit Exposure" shall mean the aggregate amount
of the Lenders' Revolving Credit Exposures.

         "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms of the definition thereof, the Alternate Base Rate shall be determined
without regard to clause (b) of the preceding sentence until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective on the effective date of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively.

         "Applicable Percentage" shall mean, for any day, with respect to any
Eurodollar Loan or ABR Loan or with respect to the Commitment Fees, as the case
may be, the applicable percentage set forth below under the caption "Eurodollar
Spread", "ABR Spread" or "Fee Percentage", as the case may be, based upon the
Leverage Ratio as of the fiscal quarter end next preceding the most recent
Determination Date:

<TABLE>
<CAPTION>
                                                        Eurodollar            ABR              Fee
   Leverage Ratio                                         Spread            Spread          Percentage
   --------------                                       ----------          ------          ----------
   <S>                                                  <C>                 <C>             <C>

   Category 1
   Greater than or equal to 3.00 to 1.00                  1.750%            0.750%            0.375%

   Category 2
   Less than 3.00 to 1.00 but greater
   than or equal to 2.50 to 1.00                          1.500%            0.500%            0.375%
</TABLE>


<PAGE>

                                                                              3

<TABLE>
<CAPTION>
                                                        Eurodollar            ABR              Fee
   Leverage Ratio                                         Spread            Spread          Percentage
   --------------                                       ----------          ------          ----------
   <S>                                                  <C>                 <C>             <C>
   Category 3
   Less than 2.50 to 1.00 but greater
   than or equal to 2.00 to 1.00                          1.250%            0.250%            0.300%

   Category 4
   Less than 2.00 to 1.00 but greater
   than or equal to 1.50 to 1.00                          1.125%            0.125%            0.300%

   Category 5
   Less than 1.50 to 1.00                                 1.000%            0.000%            0.250%
</TABLE>

Notwithstanding the foregoing, at any time when the Borrower has failed to
deliver the financial statements and certificates required by Section 5.03(a),
(b) or (c), and at any time after the occurrence and during the continuance of
an Event of Default, the Applicable Percentage shall be determined by reference
to Category 1.

         "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by the
Administrative Agent.

         "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States of America.

         "Borrowing" shall mean a group of Loans of a single Class and Type
made by the Lenders on a single date and as to which a single Interest Period
is in effect.

         "Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C.

         "Business Day" shall mean any day other than a Saturday, Sunday or day
on which banks in New York City, New York are authorized or required by law to
close; provided, however, that when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

         "Capital Lease Obligations" of any person shall mean the obligations
of such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

         A "Change in Control" shall be deemed to have occurred if (a) any
person or group (within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934, as amended, as in effect on the date hereof) shall own directly or
indirectly, beneficially or of record, shares representing more than 20% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower (other than the ownership of shares of the
Borrower's capital stock, directly or indirectly, beneficially or of record, by
any of the


<PAGE>

                                                                              4

Permitted Holders or The United Company, a Virginia corporation; provided that
any such capital stock ownership by The United Company shall not result in The
United Company or any group of which The United Company is a member, directly
or indirectly, Controlling the Borrower); (b) a majority of the seats (other
than vacant seats) on the board of directors of the Borrower shall at any time
be occupied by persons who were neither (i) nominated by the board of directors
of the Borrower, nor (ii) appointed by directors so nominated; or (c) any
change in control (or similar event, however denominated) with respect to the
Borrower or any of the Subsidiaries shall occur under and as defined in any
indenture or agreement to which the Borrower or any of the Subsidiaries is a
party in respect of Indebtedness of the Borrower or any Subsidiary the
aggregate principal amount of which exceeds $10,000,000.

         "Class", when used in respect of any Loan or Borrowing, shall refer to
whether such Loan or Borrowing shall be a Revolving Loan or Borrowing, a Term
Loan or Borrowing or a Swingline Loan, and, in the case of a Revolving Loan or
Borrowing or a Term Loan or Borrowing, to the particular class of Revolving
Loans or Term Loans established under this Agreement as originally in effect or
pursuant to Section 9.08(c) of which such Loan or Borrowing shall be a part.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean all the "Collateral" as defined in any
Security Document and shall include the Mortgaged Properties.

         "Collateral Requirement" shall mean, at any time on and after the
Effective Date (other than at any time when security interests under the
Security Documents are not required to be in effect under Section 9.17), that
(a) the Pledge Agreement (or a supplement referred to in Section 23 thereof)
shall have been duly executed by the Borrower and each Significant Subsidiary
(other than any Foreign Subsidiary), shall have been delivered to the
Collateral Agent and shall be in full force and effect, and all the outstanding
Equity Interests of the Significant Subsidiaries shall have been duly and
validly pledged thereunder to the Collateral Agent for the ratable benefit of
the Secured Parties and certificates representing such Equity Interests in
Subsidiaries, accompanied by instruments of transfer and stock powers endorsed
in blank, shall be in the actual possession of the Collateral Agent; provided
that the Borrower and the Subsidiaries shall not be required to pledge more
than 65% of the Equity Interests of any Foreign Subsidiary; (b) the Security
Agreement (or a supplement referred to in Section 7.15 thereof) shall have been
duly executed by the Borrower and each Significant Subsidiary (other than any
Foreign Subsidiary) and shall have been delivered to the Collateral Agent and
shall be in full force and effect, and each document (including each Uniform
Commercial Code financing statement and each filing with the United States
Patent and Trademark Office and the United States Copyright Office) required by
law or reasonably requested by the Administrative Agent to be filed, registered
or recorded in order to create in favor of the Collateral Agent for the benefit
of the Secured Parties a valid, legal and perfected first-priority security
interest in and lien on the Collateral subject to the Security Agreement
(subject to any Lien expressly permitted by Section 6.02) shall have been
delivered to the Collateral Agent; (c) the Indemnity, Subrogation and
Contribution Agreement (or a supplement referred to in Section 12 thereof)
shall have been executed by the Borrower and each other Loan Party, shall have
been delivered to the Collateral Agent and shall be in full force and effect;
(d) each of the Mortgages relating to each of the Mortgaged Properties shall
have been duly executed by the parties thereto and delivered to


<PAGE>

                                                                              5

the Collateral Agent and shall be in full force and effect; (e) each of such
Mortgaged Properties shall not be subject to any Lien other than those
permitted under Section 6.02; (f) each of such Mortgages shall have been filed
and recorded in the appropriate recording office (or a lender's title insurance
policy, in form and substance acceptable to the Collateral Agent, insuring such
Security Document as a first lien on such Mortgaged Property (subject to any
Lien permitted by Section 6.02) shall have been received by the Collateral
Agent) and, in connection therewith, the Collateral Agent shall have received
evidence reasonably satisfactory to it of each such filing and recordation (or
such Lender's title insurance policy); and (g) the Collateral Agent shall have
received such other documents, including a policy or policies of title
insurance issued by a nationally recognized title insurance company, together
with such endorsements, coinsurance and reinsurance as may be reasonably
requested by the Collateral Agent and the Lenders, insuring the Mortgages as
valid first liens on the Mortgaged Properties, free of Liens other than those
permitted under Section 6.02, together with such surveys, abstracts, appraisals
and legal opinions required to be furnished pursuant to the terms of the
Mortgages or as reasonably requested by the Collateral Agent or the Lenders.
The foregoing definition shall not require the creation or perfection of
pledges of or security interests in, or the obtaining of title insurance or
legal opinions with respect to, particular assets of the Loan Parties if and
for so long as, in the judgment of the Administrative Agent, the cost of
creating or perfecting such pledges or security interests in such assets or
obtaining title insurance or legal opinions in respect of such assets shall be
excessive in view of the benefits to be obtained by the Lenders therefrom. The
Administrative Agent may grant extensions of time for the perfection of
security interests in or the obtaining of title insurance or legal opinions
with respect to particular assets (including extensions beyond the Effective
Date for the perfection of security interests in the assets of the Loan Parties
on such date) where it determines that perfection cannot be accomplished
without undue effort or expense by the time or times at which it would
otherwise be required by this Agreement or the Security Documents.

         "Commitment" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment and any commitment to make Term Loans or Revolving
Loans of a new Class extended by such Lender as contemplated by Section
9.08(c).

         "Commitment Fee" shall have the meaning assigned to such term in
Section 2.05(a).

         "Confidential Information Memorandum" shall mean the Confidential
Information Memorandum of the Borrower dated February 2002.

         "Consolidated EBITDA" shall mean, for any period, Consolidated Net
Income for such period, plus, without duplication and to the extent deducted
from revenues in determining Consolidated Net Income, the sum for such period
of (a) the aggregate amount of Consolidated Interest Expense, (b) the aggregate
amount of letter of credit fees paid, (c) the aggregate amount of income tax
expense, (d) all amounts attributable to depreciation and amortization expense
(including amortization of deferred financing costs), (e) all extraordinary
charges, (f) all other non-cash charges, and (g) non-recurring special cash
charges in respect of acquisitions in an aggregate amount for any such
acquisition not to exceed $50,000,000, and minus, without duplication and to
the extent added to revenues in determining Consolidated Net Income for such
period, all extraordinary gains during such period, all as determined on a
consolidated basis with respect to the Borrower and the Subsidiaries in
accordance with GAAP.


<PAGE>

                                                                              6

         "Consolidated Interest Expense" shall mean, for any period, the
interest expense, both expensed and capitalized (including the interest
component in respect of Capital Lease Obligations), accrued or paid by the
Borrower and the Subsidiaries during such period, determined on a consolidated
basis in accordance with GAAP. For purposes of the foregoing, interest expense
shall be determined exclusive of deferred financing costs and the amortization
thereof and after giving effect to any net payments made or received by the
Borrower and the Subsidiaries with respect to Hedging Agreements.

         "Consolidated Interest Expense Coverage Ratio" shall mean, for any
period, the ratio of (a) Consolidated EBITDA for such period to (b)
Consolidated Interest Expense for such period.

         "Consolidated Net Income" shall mean, for any period, net income or
loss of the Borrower and the Subsidiaries for such period, as determined on a
consolidated basis in accordance with GAAP, provided that there shall be
excluded (a) the income of any person in which any other person (other than the
Borrower or any of the Subsidiaries or any director holding qualifying shares
in compliance with applicable law) has a joint equity interest, except to the
extent of the amount of dividends or other distributions actually paid to the
Borrower or any of the Subsidiaries by such person during such period, (b) the
loss of any person (other than a consolidated Subsidiary) in which any other
person (other than the Borrower and any of the Subsidiaries or any director
holding qualifying shares in compliance with applicable law) has a joint
interest, except to the extent of the aggregate investment of the Borrower and
any of the Subsidiaries in such person during such period, and (c) the income
(or loss) of any person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Borrower or any of the Subsidiaries or the
date that person's assets are acquired by the Borrower or any of the
Subsidiaries.

         "Consolidated Net Worth" shall mean, as at any date of determination,
the consolidated stockholders' equity of the Borrower and the Subsidiaries, as
determined on a consolidated basis in accordance with GAAP.

         "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have meanings
correlative thereto.

         "Convertible Debenture Indenture" shall mean the Indenture dated as of
November 1, 2001, between King Pharmaceuticals Inc. and The Bank of New York,
as trustee.

         "Convertible Debentures" shall mean 2 3/4% convertible debentures due
November 15, 2021, issued pursuant to the Convertible Debenture Indenture.

         "Credit Event" shall have the meaning assigned to such term in Section
4.01.

         "Default" shall mean any event or condition which upon notice, lapse
of time or both would constitute an Event of Default.

         "Designated Indebtedness" shall mean the Borrower's senior unsecured
long-term, non-credit enhanced indebtedness for borrowed money.


<PAGE>

                                                                              7

         "Determination Date" shall mean each day that is the 45th day after
the end of any of the first three fiscal quarters, or the 90th day after the
end of the final fiscal quarter, in any fiscal year of the Borrower.

         "dollars" or "$" shall mean lawful money of the United States of
America.

         "Domestic Subsidiaries" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

         "Effective Date" means the date on which the conditions set forth in
Section 4.02 are satisfied (or waived in accordance with Section 9.08).

         "environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.

         "Environmental Claim" shall mean any written accusation, allegation,
notice of violation, claim, demand, order, directive, cost recovery action or
other cause of action by, or on behalf of, any Governmental Authority or any
person for damages, injunctive or equitable relief, personal injury (including
sickness, disease or death), Remedial Action costs, tangible or intangible
property damage, natural resource damages, nuisance, pollution, any adverse
effect on the environment caused by any Hazardous Material, or for fines,
penalties or restrictions, resulting from or based upon (a) the existence, or
the continuation of the existence, of a Release (including sudden or
non-sudden, accidental or non-accidental Releases), (b) exposure to any
Hazardous Material, (c) the presence, use, handling, generation,
transportation, storage, treatment or disposal of any Hazardous Material or (d)
the violation or alleged violation of any Environmental Law or Environmental
Permit.

         "Environmental Law" shall mean any and all applicable present and
future treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters, including, but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.ss.ss.
9601 et seq. (collectively "CERCLA"), the Solid Waste Disposal Act, as amended
by the Resource Conservation and Recovery Act of 1976 and the Hazardous and
Solid Waste Amendments of 1984, 42 U.S.C.ss.ss. 6901 et seq., the Federal Water
Pollution Control Act, as amended, 33 U.S.C.ss.ss. 1251 et seq., the Clean Air
Act of 1970, as amended 42 U.S.C.ss.ss. 7401 et seq., the Toxic Substances
Control Act of 1976, 15 U.S.C.ss.ss. 2601 et seq., the Occupational Safety and
Health Act of 1970, as amended, 29 U.S.C.ss.ss. 651 et seq., the Emergency
Planning and Community Right-to-Know Act of 1986, 42 U.S.C.ss.ss. 11001 et
seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C.ss.ss. 300(f)
et seq., the Hazardous Materials Transportation Act, 49 U.S.C.ss.ss. 5101 et
seq., and any similar or implementing state or local law, and all amendments or
regulations promulgated under any of the foregoing.

         "Environmental Permit" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.


<PAGE>

                                                                              8

         "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

         "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "ERISA Event" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan; (b) the adoption of any amendment to a Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or Section 307
of ERISA; (c) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (e) the incurrence of any liability under
Title IV of ERISA with respect to the termination of any Plan or the withdrawal
or partial withdrawal of the Borrower or any of its ERISA Affiliates from any
Plan or Multiemployer Plan; (f) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; and (h) the occurrence of a
"prohibited transaction" with respect to which the Borrower or any of the
Subsidiaries is a "disqualified person" (within the meaning of Section 4975 of
the Code) or with respect to which the Borrower or any such Subsidiary could
otherwise be liable.

         "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar
Loans.

         "Eurodollar Loan" shall mean any Eurodollar Revolving Loan or
Eurodollar Term Loan.

         "Eurodollar Revolving Loan" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.

         "Eurodollar Term Loan" shall mean any Term Loan bearing interest at a
rate determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II, as such Article may be amended pursuant to Section
9.08.

         "Event of Default" shall have the meaning assigned to such term in
Article VII.

         "Excluded Taxes" shall mean, with respect to the Administrative Agent,
any Lender or Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under


<PAGE>

                                                                              9

the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending
office is located (provided, however, that none of any Lender or Issuing Bank
or any other recipient shall be deemed to be located in any jurisdiction solely
as a result of receiving any payments under, or taking any other action related
to, any loan under this or any other agreement), (b) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.19(a)), any withholding tax that (i) is in effect and would apply to
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party to this Agreement (or designates a new lending office), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.18(a) or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.18(e).

         "Existing Letter of Credit" shall mean each Letter of Credit
previously issued for the account of the Borrower that (a) is outstanding on
the date hereof and (b) is listed on Schedule 2.21.

         "Federal Funds Effective Rate" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for the day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

         "Fee Letter" shall mean the Fee Letter dated February 15, 2002,
between the Borrower and the Agents.

         "Fees" shall mean the Commitment Fees, the Administrative Agent Fees,
the L/C Participation Fees and the Issuing Bank Fees.

         "Financial Officer" of any corporation shall mean the chief financial
officer, principal accounting officer, Treasurer or Controller of such
corporation.

         "Foreign Lender" shall mean any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "GAAP" shall mean United States generally accepted accounting
principles applied on a consistent basis.

         "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.


<PAGE>

                                                                             10

         "Granting Lender" shall have the meaning assigned to such term in
Section 9.04(i).

         "Guarantee" of or by any person shall mean any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in
any manner, whether directly or indirectly, and including any obligation of
such person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment of
such Indebtedness or (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness; provided, however, that
the term "Guarantee" shall not include endorsements for collection or deposit
in the ordinary course of business.

         "Guarantee Agreement" shall mean the Guarantee Agreement,
substantially in the form of Exhibit D, made by the Guarantors in favor of the
Collateral Agent for the benefit of the Secured Parties.

         "Guarantee Requirement" shall mean, at any time, that the Guarantee
Agreement (or a supplement referred to in Section 20 thereof) shall have been
executed by the Borrower and each Significant Subsidiary (other than any
Foreign Subsidiary) existing from time to time, shall have been delivered to
the Collateral Agent and shall be in full force and effect.

         "Guarantors" shall mean the Borrower, each person listed on Schedule
1.01(a) and each other person that becomes party to a Guarantee Agreement as a
Guarantor, and the permitted successors and assigns of each such person.

         "Hazardous Materials" shall mean all explosive or radioactive
substances or wastes, hazardous or toxic substances or wastes, pollutants,
solid, liquid or gaseous wastes, including petroleum or petroleum distillates,
asbestos or asbestos containing materials, polychlorinated biphenyls ("PCBs")
or PCB-containing materials or equipment, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.

         "Health Care Laws" shall mean any and all applicable current and
future treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by the Food and Drug Administration, the Center for Medicare and
Medicaid Services, the Department of Health and Human Services ("HHS"), the
Office of Inspector General of HHS, the Drug Enforcement Administration or any
other Governmental Authority (including any professional licensing laws,
certificate of need laws and state reimbursement laws), relating in any way to
the manufacture, distribution, marketing, sale, supply or other disposition of
any product or service of the Borrower or any Subsidiary, the conduct of the
business of the Borrower or any Subsidiary, the provision of health care
services generally, or to any relationship among the Borrower and the
Subsidiaries, on the one hand, and their suppliers and customers and patients
and other end-users of their products and services, on the other hand.

         "Hedging Agreement" shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or


<PAGE>

                                                                             11

currency exchange rate or commodity price hedging arrangement. The "principal
amount" of any Hedging Agreement at any time shall be deemed to be the
aggregate amount of the payments that would be required to be made by the
Borrower or any Subsidiary in the event of any early termination at such time
of such Hedging Agreement.

         "Indebtedness" of any person shall mean, 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, (c) all
obligations of such person upon which interest charges are customarily paid,
(d) all obligations of such person under conditional sale or other title
retention agreements relating to property or assets purchased by such person,
(e) all obligations of such person issued or assumed as the deferred purchase
price of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business), (f) 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 property
owned or acquired by such person, whether or not the obligations secured
thereby have been assumed, (g) all Guarantees by such person of Indebtedness of
others, (h) all Capital Lease Obligations of such person, (i) all obligations
of such person in respect of Hedging Agreements and (j) all obligations of such
person as an account party in respect of letters of credit and bankers'
acceptances. The Indebtedness of any person shall include the Indebtedness of
any partnership in which such person is a general partner.

         "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

         "Indemnitee" shall have the meaning assigned to such term in Section
9.05(b).

         "Indemnity, Subrogation and Contribution Agreement" shall mean the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit E, among the Borrower, the Guarantors and the Collateral Agent.

         "Interest Payment Date" shall mean, with respect to any Loan, each day
that is the last day of an Interest Period applicable to the Borrowing of which
such Loan is a part and the date of any prepayment of such Borrowing or
conversion of such Borrowing to a Borrowing of a different Type.

         "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
preceding Interest Period applicable thereto and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the
last day) in the calendar month that is 1, 2, 3 or 6 (or, if agreed to by each
Lender, 9 or 12) months thereafter, as the Borrower may elect, and (b) as to
any ABR Borrowing (including a Swingline Loan), the period commencing on the
date of such Borrowing or on the last day of the preceding Interest Period
applicable thereto and ending on the earlier of (i) the next succeeding last
Business Day of March, June, September and December and (ii) the Maturity Date;
provided, however, that in the case of a Eurodollar Borrowing if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day, unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day. Interest shall accrue from
and including the first day of an Interest Period to but excluding the last day
of such Interest Period.


<PAGE>

                                                                             12

         "Issuing Bank" shall mean, at any time, CSFB and each other person
that is listed on Schedule 2.21 or that shall have become an Issuing Bank
hereunder as provided in Section 2.21(j) (other than any person that shall have
ceased to be an Issuing Bank as provided in Section 2.21(i)), each in its
capacity as an issuer of Letters of Credit hereunder. The Issuing Bank in
respect of each Existing Letter of Credit shall be the Lender identified as the
Issuing Bank therefor in Schedule 2.21.

         "Issuing Bank Agreement" shall have the meaning assigned to such term
in Section 2.21(j).

         "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.05(c).

         "L/C Commitment" shall mean, as to each Issuing Bank, the commitment
of such Issuing Bank to issue Letters of Credit pursuant to Section 2.21. The
initial amount of each Issuing Bank's L/C Commitment is specified on Schedule
2.21 or in the Issuing Bank Agreement pursuant to which it shall have become an
Issuing Bank.

         "L/C Disbursement" shall mean a payment or disbursement made by an
Issuing Bank pursuant to a Letter of Credit.

         "L/C Exposure" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all L/C Disbursements that have not yet been
reimbursed at such time. The L/C Exposure of any Lender at any time shall mean
its Pro Rata Percentage of the aggregate L/C Exposure at such time.

         "L/C Participation Fee" shall have the meaning assigned to such term
in Section 2.05(c).

         "Lenders" shall mean (a) the financial institutions listed on Schedule
2.01 (other than any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Acceptance) and (b) any other financial
institution that has become a party hereto pursuant to an Assignment and
Acceptance. Unless the context clearly indicates otherwise, the term "Lenders"
shall include the Swingline Lender.

         "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.21 and any Existing Letter of Credit.

         "Leverage Ratio" shall mean, at any time, the ratio of (a) Total
Funded Debt at such time to (b) Consolidated EBITDA for the most recently ended
period of four fiscal quarters, all as determined on a consolidated basis in
accordance with GAAP.

         "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m., London time, on the date which is two Business
Days prior to the beginning of such Interest Period by reference to the British
Bankers' Association Interest Settlement Rates for deposits in dollars (as set
forth by any service selected by the Administrative Agent which has been
nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying rates) for a period equal to such Interest
Period, provided that, to the extent that an interest rate is not ascertainable
pursuant to the foregoing provisions of this definition, the "LIBO Rate" shall
be the interest rate per annum


<PAGE>

                                                                             13

determined by the Administrative Agent equal to the average of the rates per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) at which deposits
in dollars are offered for such Interest Period by two major banks selected by
the Administrative Agent in the London interbank market in London, England at
approximately 11:00 a.m., London time, on the date which is two Business Days
prior to the beginning of such Interest Period. In the event that such rate is
not available at such time for any reason, then the "LIBO Rate" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate (rounded
upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of an
amount equal to the applicable Loans and for a maturity comparable to such
Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

         "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

         "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Guarantee Agreement, the Security Documents and the Indemnity, Subrogation and
Contribution Agreement.

         "Loan Parties" shall mean the Borrower and each Subsidiary that is, or
is required by this Agreement to be, a party to the Guarantee Agreement or any
Security Document.

         "Loans" shall mean the Revolving Loans, any Term Loans and the
Swingline Loans.

         "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

         "Material Adverse Effect" shall mean one or more events, changes or
effects which, individually or in the aggregate, could reasonably be expected
to have a material adverse effect on (a) the business, assets, results of
operations, financial condition or prospects of the Borrower and the
Subsidiaries, taken as a whole or (b) the validity or enforceability of any of
the Loan Documents or any other documents entered into in connection with the
Transactions or other transactions contemplated thereby or the rights, remedies
and benefits available to the parties thereunder.

         "Maturity Date" shall mean April 23, 2007.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Mortgaged Properties" shall mean the real properties and leasehold
and subleasehold interests in real properties specified on Schedule 3.19(d) and
all other real properties having a fair market value in excess of $5,000,000
and leasehold and subleasehold interests in real properties and improvements
having a fair market value in excess of $5,000,000 at any time owned by any of
the Loan Parties.

         "Mortgages" shall mean mortgages, deeds of trust, leasehold mortgages,
assignments of leases and rents, modifications and other security documents
satisfactory to the Collateral


<PAGE>

                                                                             14

Agent. Each mortgage shall be substantially in the form of Exhibit I-1 and each
deed of trust shall be substantially in the form of Exhibit I-2.

         "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

         "Obligations" shall mean all obligations defined as "Obligations" in
the Guarantee Agreement and the Security Documents.

         "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

         "Perfection Certificate" shall mean the Perfection Certificate
substantially in the form of Annex 1 to the Security Agreement.

         "Permitted Holders" shall mean John M. Gregory, Joan P. Gregory,
Jefferson J. Gregory, Terri D. White-Gregory, Joseph R. Gregory, Hershel P.
Blessing, Mary Ann Blessing, James E. Gregory, Dr. R. Henry Richards, Jeanie
Richards, Fred Jarvis and Mary Gregory-Jarvis their respective estates,
spouses, ancestors and lineal descendants, the legal representatives of any of
the foregoing and the trustees of any bona fide trusts of which the foregoing
are the sole beneficiaries or the grantors, or any person of which the
foregoing "beneficially owns" (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934) voting securities representing at least
66-2/3% of the total voting power of all classes of ordinary voting stock of
such person (exclusive of any matters as to which class voting rights exist),
including S.J. L.L.C. and Kingsway L.L.C. to the extent such entities adhere to
the aforementioned minimum beneficial ownership requirements.

         "Permitted Investments" shall mean:

                  (a) direct obligations of, or obligations the principal of
         and interest on which are unconditionally guaranteed by, the United
         States of America (or by any agency thereof to the extent such
         obligations are backed by the full faith and credit of the United
         States of America), in each case maturing within one year from the
         date of acquisition thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, a credit rating from S&P of at least A-2 or Moody's of at
         least P-2;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within one year of the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States of
         America or any State thereof that has a combined capital and surplus
         and undivided profits of not less than $500,000,000;


<PAGE>

                                                                             15

                  (d) repurchase agreements fully collateralized by United
         States government securities;

                  (e) debt obligations of any State of the United States, of
         any county or other municipal government subdivision of any State of
         the United States or of any domestic corporation with maturities of
         one year or less from the date of acquisition and having, at such date
         of acquisition, a credit rating from S&P of at least AA or from
         Moody's of at least Aa2;

                  (f) U.S. dollar denominated debt obligations of any foreign
         corporation with maturities of one year or less from the date of
         acquisition and having, at such date of acquisition, a credit rating
         from S&P of at least AAA or from Moody's of at least Aaa;

                  (g) asset backed securities, collateralized mortgage backed
         security and agency residential mortgages having, at the date of
         acquisition, a credit rating from S&P of at least AAA or from Moody's
         of at least Aaa;

                  (h) investments in money market funds substantially all of
         whose assets are comprised of securities of the types described in
         clauses (a) through (g) above;

                  (i) other investments which, at the time of acquisition, were
         made in compliance with the investment policy of the Borrower attached
         hereto as Schedule 1.01(b);

                  (j) overnight deposits and demand deposit accounts (in the
         respective local currencies) maintained in the ordinary course of
         business; and

                  (k) other investment instruments approved in writing by the
         Required Lenders.

         "person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or government, or any agency
or political subdivision thereof.

         "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

         "Pledge Agreement" shall mean the Pledge Agreement, substantially in
the form of Exhibit F, between the Borrower, each Significant Subsidiary owning
capital stock or Indebtedness of the Borrower or any other Subsidiary and the
Collateral Agent for the benefit of the Secured Parties.

         "Prime Rate" shall mean the rate of interest per annum publicly
announced from time to time by the Administrative Agent as its prime rate in
effect at its principal office in New York City, New York; each change in the
Prime Rate shall be effective on the date such change is publicly announced as
being effective.


<PAGE>

                                                                             16

         "Pro Rata Percentage" of any Lender at any time shall mean the
percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment. In the event the Revolving Credit
Commitments shall have been terminated, the Pro Rata Percentages of the Lenders
shall be determined by reference to the Revolving Credit Commitments most
recently in effect (giving effect to any assignments pursuant to Section 9.04).

         "Ratings" shall mean the ratings assigned by S&P and Moody's to the
Designated Indebtedness, or, if no Designated Indebtedness shall be
outstanding, the corporate credit ratings assigned by S&P and Moody's to the
Borrower. If either of such rating agencies shall not have in effect a rating
for the Designated Indebtedness or a corporate credit rating for the Borrower,
as the case may be, such rating agency shall be deemed to have in effect a
rating below BBB- or Baa3, as the case may be.

         "Register" shall have the meaning assigned to such term in Section
9.04(d).

         "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Related Fund" shall mean, with respect to any Lender that is a fund
that invests in loans, any other fund that invests in loans and is managed by
the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

         "Release" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing, emanating or migrating of any Hazardous
Material in, into, onto or through the environment or within any building,
structure, facility or fixture.

         "Release Conditions" shall have the meaning assigned to such term in
Section 9.17.

         "Release Date" shall have the meaning assigned to such term in Section
9.17.

         "Remedial Action" shall mean (a) "remedial action" as such term is
defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions
required by any Governmental Authority or voluntarily undertaken to: (i) clean
up, remove, treat, abate or in any other way address any Hazardous Material in
the environment; (ii) prevent the Release or threat of Release, or minimize the
further Release of any Hazardous Material so it does not migrate or endanger or
threaten to endanger public health, welfare or the environment; or (iii)
perform studies and investigations in connection with, or as a precondition to,
clause (i) or (ii) above.

         "Required Lenders" shall mean, at any time, Lenders having Revolving
Loans, L/C Exposures, Swingline Exposures, Term Loans and unused Commitments
representing at least 51% of the sum of all outstanding Revolving Loans, L/C
Exposures, Swingline Exposures, Term Loans and unused Commitments.

         "Responsible Officer" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof


<PAGE>

                                                                             17

responsible for the administration of the obligations of such corporation in
respect of this Agreement.

         "Revolving Borrowing" shall mean a Borrowing comprised of Revolving
Loans.

         "Revolving Credit Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Lender assumed its Revolving Credit Commitment, as applicable, as the same may
be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.

         "Revolving Credit Exposure" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender, plus the aggregate amount at such time of such
Lender's L/C Exposure, plus the aggregate amount at such time of such Lender's
Swingline Exposure.

         "Revolving Loans" shall mean the revolving loans made by the Lenders
to the Borrower pursuant to Section 2.01. Each Revolving Loan shall be a
Eurodollar Revolving Loan or an ABR Revolving Loan.

         "S&P" shall mean Standard & Poor's.

         "SPC" shall have the meaning assigned to such term in Section 9.04(i).

         "Secured Parties" shall have the meaning assigned to such term in the
Security Agreement.

         "Security Agreement" shall mean the Security Agreement, substantially
in the form of Exhibit G, between the Borrower, the Significant Subsidiaries
(other than any Foreign Subsidiary) and the Collateral Agent for the benefit of
the Secured Parties.

         "Security Documents" shall mean the Mortgages, the Security Agreement,
the Pledge Agreement, and each of the security agreements, mortgages and other
instruments and documents executed and delivered pursuant to any of the
foregoing or pursuant to Section 5.10.

         "Significant Subsidiary" means (a) any Subsidiary owning an Equity
Interest in a Significant Subsidiary and (b) any other Subsidiary (i) the
consolidated revenues of which for the most recently ended period of four
fiscal quarters were greater than 1% of the Borrower's consolidated revenues
for such period (whether or not such Subsidiary shall have been a Subsidiary
during such period) or (ii) the assets of which as of the last day of such
period were greater than 1% of the Borrower's consolidated assets as of such
date (whether or not such Subsidiary shall have been a Subsidiary on such
date); provided that, if at any time the aggregate amount of the consolidated
revenues or consolidated assets of all Subsidiaries that are not Significant
Subsidiaries for or at the end of any period of four fiscal quarters exceeds 5%
of the Borrower's consolidated revenues for such period or 5% of the Borrower's
consolidated tangible assets as of the end of such period, the Borrower (or, in
the event the Borrower has failed to do so within 10 days, the Administrative
Agent) shall designate sufficient Subsidiaries as "Significant Subsidiaries" to
eliminate such excess, and such designated Subsidiaries shall for all purposes
of this Agreement constitute Significant


<PAGE>

                                                                             18

Subsidiaries. For purposes of making the determinations required by this
definition, revenues and assets of Foreign Subsidiaries shall be converted into
dollars at the rates used in preparing the consolidated financial statements of
the Borrower delivered hereunder. The Significant Subsidiaries on the date
hereof are identified in Schedule 3.08 hereto.

         "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board for Eurocurrency Liabilities (as defined in
Regulation D of the Board). Such reserve percentages shall include those
imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to
constitute Eurocurrency Liabilities and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D.
Statutory Reserves shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.

         "subsidiary" shall mean, with respect to any person (herein referred
to as the "parent"), any corporation, partnership, association or other
business entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary
voting power or more than 50% of the general partnership interests are, at the
time any determination is being made, owned, controlled or held, or (b) that
is, at the time any determination is made, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

         "Subsidiary" shall mean any subsidiary of the Borrower.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.20, as the same may be reduced from
time to time pursuant to Section 2.09 .

         "Swingline Exposure" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure
of any Lender at any time shall equal its Pro Rata Percentage of the aggregate
Swingline Exposure at such time.

         "Swingline Loan" shall mean any loan made by the Swingline Lender
pursuant to Section 2.20.

         "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

         "Term Borrowing" shall mean a Borrowing comprised of Term Loans.

         "Term Loans" shall mean term loans made by the Lenders to the Borrower
pursuant to provisions added to this Agreement by any amendment effected in
accordance with Section 9.08(c). Each Term Loan shall be a Eurodollar Loan or
an ABR Loan.

         "Total Funded Debt" shall mean, as of any date of determination,
without duplication, the aggregate principal amount of Indebtedness of the
Borrower and the Subsidiaries outstanding as of such date, determined on a
consolidated basis in accordance with GAAP (other than Indebtedness of the type
referred to in clauses (i) or (j) of the definition of the term "Indebtedness",
except to the extent of any unreimbursed drawings


<PAGE>

                                                                             19

thereunder); provided that any increase or decrease in the amount of such
Indebtedness attributable solely to the application of SFAS 133 shall be
excluded from the computation of Total Funded Debt.

         "Total Revolving Credit Commitment" shall mean, at any time, the
aggregate amount of the Revolving Credit Commitments, as in effect at such
time.

         "Transactions" shall have the meaning assigned to such term in Section
3.02.

         "Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall
include the Adjusted LIBO Rate and the Alternate Base Rate.

         "Uniform Commercial Code" shall mean the Uniform Commercial Code in
effect from time to time in the State of New York, provided, however, that if
by reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the security interest in any item or portion of
the Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, "Uniform Commercial Code" shall
mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.

         "Wholly Owned Subsidiary" shall mean a Subsidiary of which securities
(except for directors' qualifying shares) or other ownership interests
representing 100% of the equity or 100% of the ordinary voting power or 100% of
the general partnership interests are, at the time any determination is being
made, owned, controlled or held, directly or indirectly, by the Borrower or one
or more wholly owned subsidiaries of the Borrower.

         "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if
the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately


<PAGE>

                                                                             20

before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. All
computations required to be made hereunder to demonstrate pro forma compliance
with any covenant after giving effect to any acquisition, investment, sale,
disposition or similar event shall reflect on a pro forma basis such event and,
to the extent applicable, the historical earnings and cash flows associated
with the assets acquired or disposed of and any related incurrence or reduction
of Indebtedness, but shall not take into account any projected synergies or
similar benefits expected to be realized as a result of such event; provided
that projected synergies or similar benefits may be included to the extent
permitted to be recognized in pro forma statements prepared in accordance with
Regulation S-X under the Securities Act.

                                   ARTICLE II

                                  The Credits

         SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Revolving Loans to the Borrower, at
any time and from time to time on or after the Effective Date and until the
earlier of the Maturity Date and the termination of the Revolving Credit
Commitment of such Lender in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in such Lender's
Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment.
Within the limits set forth in the preceding sentence and subject to the terms,
conditions and limitations set forth herein, the Borrower may borrow, pay or
prepay and reborrow Revolving Loans.

         SECTION 2.02. Loans. (a) Each Loan (other than Swingline Loans) shall
be made as part of a Borrowing consisting of Loans made by the Lenders ratably
in accordance with their applicable Commitments; provided, however, that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to paragraph (f) below, the Loans comprising any Borrowing shall be in
an aggregate principal amount that is (i) an integral multiple of $1,000,000
and not less than $1,000,000 or (ii) equal to the remaining available balance
of the applicable Commitments.

         (b) Subject to Sections 2.08 and 2.13, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
pursuant to Section 2.03. Notwithstanding anything to the contrary contained
herein, all Borrowings made on the Effective Date shall be ABR Borrowings
(unless the Effective Date is more than two Business Days after the date
hereof). Each Swingline Loan shall be an ABR Loan. Each Lender may at its
option make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement. Borrowings of more than one Type
may be outstanding at the same time; provided, however, that the Borrower shall
not be entitled to request any Borrowing that, if made, would result in more
than ten Eurodollar Borrowings outstanding hereunder at any time. For purposes
of the foregoing, Borrowings having different Interest


<PAGE>

                                                                             21

Periods, regardless of whether they commence on the same date, shall be
considered separate Borrowings.

         (c) Except with respect to Loans made pursuant to paragraph (f) below,
each Lender shall make each Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds to such account in
New York City as the Administrative Agent may designate not later than 12:00
(noon), New York City time, and the Administrative Agent shall promptly credit
the amounts so received to an account in the name of the Borrower designated by
the Borrower in the applicable Borrowing Request or, if a Borrowing shall not
occur on such date because any condition precedent herein specified shall not
have been met, return the amounts so received to the respective Lenders.

         (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

         (e) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

         (f) If the applicable Issuing Bank shall not have received from the
Borrower the payment required to be made by Section 2.21(e) in respect of any
L/C Disbursement within the time specified in such Section, such Issuing Bank
will promptly notify the Administrative Agent of the amount of such L/C
Disbursement and the Administrative Agent will promptly notify each Lender of
such amount and its Pro Rata Percentage thereof. Each Lender shall pay by wire
transfer of immediately available funds to the Administrative Agent not later
than 2:00 p.m., New York City time, on such date (or, if such Lender shall have
received such notice later than 12:00 (noon), New York City time, on any day,
not later than 11:00 a.m., New York City time, on the immediately following
Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C
Disbursement (it being understood that such amount shall be deemed to
constitute an ABR Revolving Loan of such Lender and such payment shall be
deemed to have reduced the L/C Exposure), and the Administrative Agent will
promptly pay to such Issuing Bank amounts so received by it from the Lenders.
The Administrative Agent will promptly pay to such Issuing Bank any amounts
received by it from the Borrower pursuant to Section 2.21(e) prior to the time
that any Lender makes any payment pursuant to this paragraph (f); any such
amounts received


<PAGE>

                                                                             22

by the Administrative Agent thereafter will be promptly remitted by the
Administrative Agent to the Lenders that shall have made such payments and to
such Issuing Bank, as their interests may appear. If any Lender shall not have
made its Pro Rata Percentage of such L/C Disbursement available to the
Administrative Agent as provided above, such Lender and the Borrower severally
agree to pay interest on such amount, for each day from and including the date
such amount is required to be paid in accordance with this paragraph to but
excluding the date such amount is paid, to the Administrative Agent for the
account of such Issuing Bank at (i) in the case of the Borrower, a rate per
annum equal to the interest rate applicable to ABR Revolving Loans pursuant to
Section 2.06(a), and (ii) in the case of such Lender, for the first such day,
the Federal Funds Effective Rate, and for each day thereafter, the Alternate
Base Rate.

         SECTION 2.03. Borrowing Procedure. In order to request a Borrowing
(other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f),
as to which this Section 2.03 shall not apply), the Borrower shall hand deliver
or telecopy to the Administrative Agent a duly completed Borrowing Request (a)
in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York
City time, three Business Days before a proposed Borrowing, and (b) in the case
of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the
Business Day of a proposed Borrowing. Each Borrowing Request shall be
irrevocable, shall be signed by or on behalf of the Borrower and shall specify
the following information: (i) subject to the second sentence of Section
2.02(b), whether such Borrowing is to be a Eurodollar Borrowing or an ABR
Borrowing; (ii) the date of such Borrowing (which shall be a Business Day),
(iii) the number and location of the account to which funds are to be
disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to
be a Eurodollar Borrowing, the Interest Period with respect thereto; provided,
however, that, notwithstanding any contrary specification in any Borrowing
Request, each requested Borrowing shall comply with the requirements set forth
in Section 2.02. If no election as to the Type of Borrowing is specified in any
such notice, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period with respect to any Eurodollar Borrowing is specified in any
such notice, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Administrative Agent shall promptly advise
the applicable Lenders of any notice given pursuant to this Section 2.03 (and
the contents thereof), and of each Lender's portion of the requested Borrowing.

         SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the then unpaid principal amount of each Revolving
Loan on the Maturity Date and (ii) the then unpaid principal amount of each
Swingline Loan on the last day of the Interest Period applicable to such Loan
or, if earlier, on the Maturity Date.

         (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender from time to time,
including the amounts of principal and interest payable and paid such Lender
from time to time under this Agreement.

         (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum


<PAGE>

                                                                             23

received by the Administrative Agent hereunder from the Borrower or any
Guarantor and each Lender's share thereof.

         (d) The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) above shall be prima facie evidence of the existence and amounts of
the obligations therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with their terms.

         (e) Notwithstanding any other provision of this Agreement, in the
event any Lender shall request and receive a promissory note payable to such
Lender and its registered assigns, the interests represented by such note shall
at all times (including after any assignment of all or part of such interests
pursuant to Section 9.04) be represented by one or more promissory notes
payable to the payee named therein or its registered assigns.

         SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December in each year and on the date on which the last of the
Commitments of such Lender shall expire or be terminated as provided herein, a
commitment fee (a "Commitment Fee") equal to the Applicable Percentage per
annum in effect from time to time on the average daily unused amount of the
Revolving Credit Commitment of such Lender during the preceding quarter (or
other period commencing with the date hereof or ending with the date on which
the last of the Commitments of such Lender shall expire or be terminated). All
Commitment Fees shall be computed on the basis of the actual number of days
elapsed in a year of 365 days. The Commitment Fee due to each Lender shall
commence to accrue on the date hereof and shall cease to accrue on the date on
which the last of the Commitments of such Lender shall expire or be terminated
as provided herein. For purposes of calculating Commitment Fees only, no
portion of the Revolving Credit Commitments (other than the Swingline Lender's
Revolving Credit Commitments) shall be deemed utilized by virtue of any
Swingline Loan being outstanding.

         (b) The Borrower agrees to pay to the Administrative Agent, for its
own account, the administrative fees set forth in the Fee Letter at the times
and in the amounts specified therein (the "Administrative Agent Fees").

         (c) The Borrower agrees to pay (i) to each Lender, through the
Administrative Agent, on the last Business Day of March, June, September and
December of each year and on the date on which the Revolving Credit Commitment
of such Lender shall be terminated as provided herein, a fee (an "L/C
Participation Fee") calculated on such Lender's Pro Rata Percentage of the
average daily aggregate L/C Exposure (excluding the portion thereof
attributable to unreimbursed L/C Disbursements) during the preceding quarter
(or shorter period commencing with the date hereof or ending with the Maturity
Date or the date on which all Letters of Credit have been canceled or have
expired and the Revolving Credit Commitments of all Lenders shall have been
terminated) at a rate equal to the Applicable Percentage from time to time used
to determine the interest rate on Borrowings comprised of Eurodollar Loans
pursuant to Section 2.06, and (ii) to each Issuing Bank with respect to each
Letter of Credit (A) the fronting fees agreed upon by the Borrower and such
Issuing Bank and (B) the standard issuance, drawing and amendment fees
specified from time to time by such Issuing Bank (the "Issuing Bank Fees"). All
L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of
the actual number of days elapsed in a year of 365 days.


<PAGE>

                                                                             24

         All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the applicable Issuing Banks. Once paid, none of the Fees shall be refundable
under any circumstances; provided, however, that the foregoing shall in no
event constitute a waiver of or otherwise affect any claims the Borrower may
have against any other party to this Agreement.

         SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing, including each Swingline
Loan, shall bear interest (computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be, when the Alternate
Base Rate is determined by reference to the Prime Rate and over a year of 360
days at all other times) at a rate per annum equal to the Alternate Base Rate
plus the Applicable Percentage in effect from time to time.

         (b) Subject to the provisions of Section 2.07, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum
equal to the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Percentage in effect from time to time.

         (c) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement.
The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

         SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, by acceleration or otherwise, or under any other Loan
Document, the Borrower shall on demand from time to time pay interest, to the
extent permitted by law, on such defaulted amount to but excluding the date of
actual payment (after as well as before judgment) (a) in the case of overdue
principal, at the rate otherwise applicable to such Loan pursuant to Section
2.06 plus 2% per annum and (b) in all other cases, at the rate per annum
applicable at such time to ABR Loans plus 2% per annum.

         SECTION 2.08. Alternate Rate of Interest. In the event and on each
occasion that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans
comprising such Borrowing are not generally available in the London interbank
market, or that the rates at which such dollar deposits are being offered will
not exceed the cost to any Lender of making or maintaining its Eurodollar Loan
during such Interest Period, or that reasonable means do not exist for
ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as
practicable thereafter, give written or telecopy notice of such determination
to the Borrower and the Lenders. In the event of any such determination, until
the Administrative Agent shall have advised the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, any request by
the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall
be deemed to be a request for an ABR Borrowing. Each determination by the
Administrative Agent hereunder shall be conclusive absent manifest error.


<PAGE>

                                                                             25

         SECTION 2.09. Termination and Reduction of Commitments. (a) The
Revolving Credit Commitments, the Swingline Commitment and the L/C Commitments
shall automatically terminate at 5:00 p.m., New York City time, on the Maturity
Date.

         (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, the Borrower may at any time in
whole permanently terminate, or from time to time in part permanently reduce
the Revolving Credit Commitments; provided, however, that (i) each partial
reduction of the Revolving Credit Commitments shall be in an integral multiple
of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total
Revolving Credit Commitment shall not be reduced to an amount that is less than
the Aggregate Revolving Credit Exposure at the time.

         SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 12:00 (noon), New York City time, one
Business Day prior to conversion, to convert any Eurodollar Borrowing into an
ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three
Business Days prior to conversion or continuation, to convert any ABR Borrowing
(other than a Swingline Loan) into a Eurodollar Borrowing or to continue any
Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest
Period, and (c) not later than 12:00 (noon), New York City time, three Business
Days prior to conversion, to convert the Interest Period with respect to any
Eurodollar Borrowing to another permissible Interest Period, subject in each
case to the following:

                  (i) each conversion or continuation shall be made pro rata
         among the Lenders in accordance with the respective principal amounts
         of the Loans comprising the converted or continued Borrowing;

                  (ii) if less than all the outstanding principal amount of any
         Borrowing shall be converted or continued, then each resulting
         Borrowing shall satisfy the limitations specified in Sections 2.02(a)
         and (b) regarding the principal amount and maximum number of
         Borrowings of the relevant Type;

                  (iii) each conversion shall be effected by each Lender and
         the Administrative Agent by recording for the account of such Lender
         the new Loan of such Lender resulting from such conversion and
         reducing the Loan (or portion thereof) of such Lender being converted
         by an equivalent principal amount; accrued interest on any Eurodollar
         Loan (or portion thereof) being converted shall be paid by the
         Borrower at the time of conversion;

                  (iv) if any Eurodollar Borrowing is converted at a time other
         than the end of the Interest Period applicable thereto, the Borrower
         shall pay, upon demand, any amounts due to the Lenders pursuant to
         Section 2.14;

                  (v) any portion of a Borrowing maturing or required to be
         repaid in less than one month may not be converted into or continued
         as a Eurodollar Borrowing;

                  (vi) any portion of a Eurodollar Borrowing that cannot be
         converted into or continued as a Eurodollar Borrowing by reason of the
         immediately preceding clause shall be automatically converted at the
         end of the Interest Period in effect for such Borrowing into an ABR
         Borrowing;


<PAGE>

                                                                             26

                  (vii) upon notice to the Borrower from the Administrative
         Agent given at the request of the Required Lenders, after the
         occurrence and during the continuance of a Default or Event of
         Default, no outstanding Loan may be converted into, or continued as, a
         Eurodollar Loan.

         Each notice pursuant to this Section 2.10 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing that the Borrower requests be converted or continued, (ii) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing or
an ABR Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each Lender's portion of any converted or
continued Borrowing. If the Borrower shall not have given notice in accordance
with this Section 2.10 to continue any Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance with this
Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of
the Interest Period applicable thereto (unless repaid pursuant to the terms
hereof), automatically be continued into a new Interest Period as an ABR
Borrowing.

         SECTION 2.11. Prepayment. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, upon
prior written or telecopy notice to the Administrative Agent (or telephone
notice promptly confirmed by written or telecopy notice) (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 12:00 (noon), New York
City time, three Business days before the date of prepayment, or (ii) in the
case of an ABR Borrowing not later than 11:00 a.m., New York City time, on the
date of prepayment; provided, however, that each partial prepayment shall be in
an amount that is an integral multiple of $1,000,000 and not less than
$1,000,000.

         (b) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid,
shall be irrevocable and shall commit the Borrower to prepay such Borrowing by
the amount stated therein on the date stated therein. All prepayments under
this Section 2.11 shall be subject to Section 2.14 but otherwise without
premium or penalty. All prepayments under this Section 2.11 shall be
accompanied by accrued interest on the principal amount being prepaid to the
date of payment.

         SECTION 2.12. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision of this Agreement, if after the date of
this Agreement any change in applicable law or regulation or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof (whether or not having the
force of law) shall change the basis of taxation of payments to any Lender or
Issuing Bank of the principal of or interest on any Eurodollar Loan made by
such Lender or any Fees or other amounts payable hereunder (other than changes
in respect of taxes imposed on the overall net income of such Lender or Issuing
Bank by the jurisdiction in which such Lender or Issuing Bank has either its
principal office or applicable lending office or by any political subdivision
or taxing authority therein), or shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits
with or for the account of or credit extended by any Lender or Issuing Bank


<PAGE>

                                                                             27

(except any such reserve requirement which is reflected in the Adjusted LIBO
Rate) or shall impose on such Lender or Issuing Bank or the London interbank
market any other condition affecting this Agreement or Eurodollar Loans made by
such Lender or any Letter of Credit or participation therein, and the result of
any of the foregoing shall be to increase the cost to such Lender or Issuing
Bank of making or maintaining any Eurodollar Loan or increase the cost to any
Lender of issuing or maintaining any Letter of Credit or purchasing or
maintaining a participation therein or to reduce the amount of any sum received
or receivable by such Lender or Issuing Bank hereunder (whether of principal,
interest or otherwise) by an amount deemed by such Lender or Issuing Bank to be
material, then the Borrower will pay to such Lender or Issuing Bank, as the
case may be, upon demand such additional amount or amounts as will compensate
such Lender or Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.

         (b) If any Lender or Issuing Bank shall have determined that the
adoption after the date hereof of any law, rule, regulation, agreement or
guideline regarding capital adequacy, or any change after the date hereof in
any such law, rule, regulation, agreement or guideline (whether such law, rule,
regulation, agreement or guideline has been adopted) or in the interpretation
or administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or Issuing Bank or any Lender's or Issuing
Bank's holding company with any request or directive regarding capital adequacy
(whether or not having the force of law) of any Governmental Authority has or
would have the effect of reducing the rate of return on such Lender's or the
Issuing Bank's capital or on the capital of such Lender's or Issuing Bank's
holding company, if any, as a consequence of this Agreement or the Loans made
or participations in Letters of Credit purchased by such Lender pursuant hereto
or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level
below that which such Lender or Issuing Bank or such Lender's or Issuing Bank's
holding company could have achieved but for such applicability, adoption,
change or compliance (taking into consideration such Lender's or Issuing Bank's
policies and the policies of such Lender's or Issuing Bank's holding company
with respect to capital adequacy) by an amount deemed by such Lender or Issuing
Bank to be material, then from time to time the Borrower shall pay to such
Lender or Issuing Bank, as the case may be, such additional amount or amounts
as will compensate such Lender or Issuing Bank or such Lender's or Issuing
Bank's holding company for any such reduction suffered.

         (c) A certificate of a Lender or Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or Issuing Bank or its holding
company, as applicable, as specified in paragraph (a) or (b), together with an
explanation in reasonable detail, above shall be delivered to the Borrower. In
determining any additional amounts owing under this Section 2.12, each Lender
or Issuing Bank will act reasonably and in good faith and will use averaging
and attribution methods which are reasonable; provided that such Lender's or
Issuing Bank's determination of compensation owing under this Section 2.12
shall, absent manifest error, unreasonableness or bad faith, be final and
conclusive and binding on all parties hereto. The Borrower shall pay such
Lender or Issuing Bank the amount shown as due on any such certificate
delivered by it within 15 days after its receipt of the same.

         (d) Failure or delay on the part of any Lender or Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or Issuing Bank's right to demand such compensation. The
protection of this Section shall be available to each Lender and Issuing Bank
regardless of any possible contention of the invalidity or


<PAGE>

                                                                             28

inapplicability of the law, rule, regulation, agreement, guideline or other
change or condition that shall have occurred or been imposed.

         SECTION 2.13. Change in Legality. (a) Notwithstanding any other
provision of this Agreement, if, after the date hereof, any change in any law
or regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it
unlawful for any Lender to make or maintain any Eurodollar Loan or to give
effect to its obligations as contemplated hereby with respect to any Eurodollar
Loan, then, by written notice to the Borrower and to the Administrative Agent:

                  (i) such Lender may declare that Eurodollar Loans will not
         thereafter (for the duration of such unlawfulness) be made by such
         Lender hereunder (or be continued for additional Interest Periods and
         ABR Loans will not thereafter (for such duration) be converted into
         Eurodollar Loans), whereupon any request for a Eurodollar Borrowing
         (or to convert an ABR Borrowing to a Eurodollar Borrowing or to
         continue a Eurodollar Borrowing for an additional Interest Period)
         shall, as to such Lender only, be deemed a request for an ABR Loan (or
         a request to continue an ABR Loan as such for an additional Interest
         Period or to convert a Eurodollar Loan into an ABR Loan, as the case
         may be), unless such declaration shall be subsequently withdrawn; and

                  (ii) such Lender may require that all outstanding Eurodollar
         Loans made by it be converted to ABR Loans, in which event all such
         Eurodollar Loans shall be automatically converted to ABR Loans as of
         the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

         (b) For purposes of this Section 2.13, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

         SECTION 2.14. Indemnity. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of
any Eurodollar Loan prior to the end of the Interest Period in effect therefor,
(ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of
the Interest Period with respect to any Eurodollar Loan, in each case other
than on the last day of the Interest Period in effect therefor, or (iii) any
Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be
made pursuant to a conversion or continuation under Section 2.10) not being
made after notice of such Loan shall have been given by the Borrower hereunder
(any of the events referred to in this clause (a) being called a "Breakage
Event") or (b) any default in the making of any payment or prepayment of any
Eurodollar Loan required to be made hereunder. In the case of any Breakage
Event, such loss shall


<PAGE>

                                                                             29

include an amount equal to the excess, as reasonably determined by such Lender,
of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject
of such Breakage Event for the period from the date of such Breakage Event to
the last day of the Interest Period in effect (or that would have been in
effect) for such Loan over (ii) the amount of interest likely to be realized by
such Lender in redeploying the funds released or not utilized by reason of such
Breakage Event for such period. A certificate of any Lender setting forth any
amount or amounts which such Lender is entitled to receive pursuant to this
Section 2.14, together with an explanation in reasonable detail shall be
delivered to the Borrower. In determining any additional amounts owing under
this Section 2.14, each Lender or Issuing Bank will act reasonably and in good
faith; provided that such Lender's or Issuing Bank's determination of
compensation owing under this Section 2.14 shall, absent manifest error,
unreasonableness or bad faith, be final and conclusive and binding on all
parties hereto.

         SECTION 2.15. Pro Rata Treatment. Except as provided below in this
Section 2.15 with respect to Swingline Loans and as required under Section
2.13, each Borrowing, each payment or prepayment of principal of any Borrowing,
each payment of interest on the Loans of any Class, each payment of commitment
fees with respect to Commitments of any Class, each reduction of the
Commitments of any Class and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Loans of
the applicable Class). For purposes of determining the available Revolving
Credit Commitments of the Lenders at any time, each outstanding Swingline Loan
shall be deemed to have utilized the Revolving Credit Commitments of the
Lenders (including those Lenders which shall not have made Swingline Loans) pro
rata in accordance with such respective Revolving Credit Commitments. Each
Lender agrees that in computing such Lender's portion of any Borrowing to be
made hereunder, the Administrative Agent may, in its discretion, round each
Lender's percentage of such Borrowing to the next higher or lower whole dollar
amount.

         SECTION 2.16. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim
against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in
respect of any Loan or Loans or L/C Disbursement as a result of which the
unpaid principal portion of its Loans and participations in Swingline Loans and
L/C Disbursements shall be proportionately less than the unpaid principal
portion of the Loans and participations in Swingline Loans and L/C
Disbursements of any other Lender, it shall be deemed simultaneously to have
purchased from such other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in the Loans,
participations in Swingline Loans and L/C Exposure, as the case may be, of such
other Lender, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate unpaid principal amount of the
Loans and L/C Exposure and participations in Loans and L/C Exposure held by all
the Lenders; provided, however, that (i) if any such participations are
purchased pursuant to this Section 2.16 and the payment giving rise thereto
shall thereafter be recovered, such participations shall be rescinded to the
extent of such recovery and the purchase price restored without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance


<PAGE>

                                                                             30

with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in Swingline Loans or L/C Disbursements to any assignee
or participant, other than to the Borrower or any of the Subsidiaries or any
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower expressly consents to the foregoing arrangements and agrees that
any Lender holding a participation deemed to have been so purchased may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by the Borrower to such Lender by reason of
such participation as fully as if such Lender had made a Loan directly to the
Borrower in the amount of such participation.

         SECTION 2.17. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Loan Document not
later than 1:00 p.m., New York City time, on the date when due in immediately
available dollars, without setoff, defense or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. Each such payment
(other than (i) Issuing Bank Fees, which shall be paid directly to the
applicable Issuing Banks, (ii) principal of and interest on Swingline Loans,
which shall be paid directly to the Swingline Lender except as otherwise
provided in Section 2.20(e) and (iii) payments pursuant to Sections 2.12, 2.14,
2.18 and 9.05 shall be made directly to the persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the persons
specified therein) shall be made to the Administrative Agent at its offices at
Eleven Madison Avenue, New York, New York 10010, or as otherwise directed.

         (b) The Administrative Agent shall distribute any such payments
received by it for the account of any other person to the appropriate recipient
promptly following receipt thereof. Whenever any payment (including principal
of or interest on any Borrowing or any Fees or other amounts) hereunder or
under any other Loan Document shall become due, or otherwise would occur, on a
day that is not a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of interest or Fees, if applicable.

         (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed
L/C Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of
principal and unreimbursed L/C Disbursements then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal and
unreimbursed L/C Disbursements then due to such parties.

         SECTION 2.18. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if
the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (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) the Administrative Agent, Lender or
Issuing Bank, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions


<PAGE>

                                                                             31

and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

         (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

         (c) The Borrower shall indemnify the Administrative Agent, each Lender
and each Issuing Bank, within 10 days after written demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes paid by the Administrative
Agent, such Lender or such Issuing Bank, as the case may be, on or with respect
to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or Issuing
Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender
or Issuing Bank, shall be conclusive absent manifest error. The Administrative
Agent, Lender or Issuing Bank may, at its sole reasonable discretion, take such
steps as the Borrower reasonably requests to assist the Borrower, at the
Borrower's own expense, to minimize or, as applicable, recover such Indemnified
Taxes or Other Taxes.

         (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall, after having received from the
Borrower notice of the availability of such exemptions from or reductions of
withholding tax, as well as all such appropriate documentation prescribed by
applicable law, deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

         SECTION 2.19. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.12, (ii) any Lender
or Issuing Bank delivers a notice described in Section 2.13 or (iii) the
Borrower is required to pay any amount to any Lender or the Issuing Bank or any
Governmental Authority on account of any Lender or Issuing Bank pursuant to
Section 2.18, the Borrower may, at its sole expense and effort (including with
respect to the processing and recordation fee referred to in Section 9.04(b)),
upon notice to such Lender or Issuing Bank and the Administrative Agent,
require such Lender or Issuing Bank to transfer and assign, without recourse
(in accordance with and subject to the restrictions contained in Section 9.04),
all of its interests, rights and obligations under this Agreement to an
assignee that shall assume such assigned obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (w) such


<PAGE>

                                                                             32

assignment will result in a reduction in the claim for compensation under
Section 2.12 or in the withdrawal of the notice under Section 2.13 or in the
reduction of payments under Section 2.18, as the case may be, (x) such
assignment shall not conflict with any law, rule or regulation or order of any
court or other Governmental Authority having jurisdiction, (y) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Credit Commitment is being assigned, of each Issuing Bank and
the Swingline Lender), which consent shall not unreasonably be withheld, and
(z) the Borrower or such assignee shall have paid to the affected Lender or
Issuing Bank in immediately available funds an amount equal to the sum of the
principal of and interest accrued to the date of such payment on the
outstanding Loans or L/C Disbursements of such Lender or Issuing Bank,
respectively, plus all Fees and other amounts accrued for the account of such
Lender or Issuing Bank hereunder (including any amounts under Section 2.12 and
Section 2.14); provided further that, if prior to any such transfer and
assignment the circumstances or event that resulted in such Lender's or Issuing
Bank's claim for compensation under Section 2.12 or notice under Section 2.13
or the amounts paid pursuant to Section 2.18, as the case may be, cease to
cause such Lender or Issuing Bank to suffer increased costs or reductions in
amounts received or receivable or reduction in return on capital, or cease to
have the consequences specified in Section 2.13, or cease to result in amounts
being payable under Section 2.18, as the case may be (including as a result of
any action taken by such Lender or Issuing Bank pursuant to paragraph (b)
below), or if such Lender or Issuing Bank shall waive its right to claim
further compensation under Section 2.12 in respect of such circumstances or
event or shall withdraw its notice under Section 2.13 or shall waive its right
to further payments under Section 2.18 in respect of such circumstances or
event, as the case may be, then such Lender or Issuing Bank shall not
thereafter be required to make any such transfer and assignment hereunder.

         (b) If (i) any Lender or Issuing Bank shall request compensation under
Section 2.12, (ii) any Lender or Issuing Bank delivers a notice described in
Section 2.13 or (iii) the Borrower is required to pay any amount to any Lender,
the Issuing Bank or any Governmental Authority on account of any Lender or
Issuing Bank, pursuant to Section 2.18, then such Lender or Issuing Bank shall
use reasonable efforts (which shall not require such Lender or Issuing Bank to
incur an unreimbursed loss or unreimbursed cost or expense or otherwise take
any action inconsistent with its internal policies or legal or regulatory
restrictions or suffer any disadvantage or burden deemed by it to be
significant) (x) to file any certificate or document reasonably requested in
writing by the Borrower or (y) to assign its rights and delegate and transfer
its obligations hereunder to another of its offices, branches or affiliates, if
such filing or assignment would reduce its claims for compensation under
Section 2.12 or enable it to withdraw its notice pursuant to Section 2.13 or
would reduce amounts payable pursuant to Section 2.18, as the case may be, in
the future. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender or Issuing Bank in connection with any such filing or
assignment, delegation and transfer.

         SECTION 2.20. Swingline Loans. (a) Swingline Commitment. Subject to
the terms and conditions and relying upon the representations and warranties
herein set forth, the Swingline Lender agrees to make loans to the Borrower at
any time and from time to time on and after the Effective Date and until the
earlier of the Maturity Date and the termination of the Revolving Credit
Commitments in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate
principal amount of all Swingline Loans exceeding $5,000,000 or (ii) the
Aggregate Revolving Credit Exposure, after giving effect to any Swingline Loan,
exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall be
in a principal amount that is an integral


<PAGE>

                                                                             33

multiple of $500,000. Within the foregoing limits, the Borrower may borrow, pay
or prepay and reborrow Swingline Loans hereunder, subject to the terms,
conditions and limitations set forth herein.

         (b) Swingline Loans. The Borrower shall notify the Administrative
Agent by telecopy, or by telephone (confirmed by telecopy), not later than
10:00 a.m., New York City time, on the day of a proposed Swingline Loan. Such
notice shall be delivered on a Business Day, shall be irrevocable and shall
refer to this Agreement and shall specify the requested date (which shall be a
Business Day) and amount of such Swingline Loan. The Administrative Agent will
promptly advise the Swingline Lender of any notice received from the Borrower
pursuant to this paragraph (b). The Swingline Lender shall make each Swingline
Loan available to the Borrower by means of a credit to the general deposit
account of the Borrower with the Swingline Lender by 2:00 p.m., New York City
time, on the day such Swingline Loan is so requested.

         (c) Prepayment. The Borrower shall have the right at any time and from
time to time to prepay any Swingline Loan, in whole or in part, upon giving
written or telecopy notice (or telephone notice promptly confirmed by written,
or telecopy notice) to the Swingline Lender and to the Administrative Agent
before 12:00 (noon), New York City time, on the date of prepayment at the
Swingline Lender's address for notices specified on Schedule 2.01.

         (d) Interest. Each Swingline Loan shall be an ABR Loan and, subject to
the provisions of Section 2.07, shall bear interest as provided in Section
2.06(a).

         (e) Participations. The Swingline Lender may, by written notice given
to the Administrative Agent not later than 10:00 a.m., New York City time, on
any Business Day, require the Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Lenders
will participate. The Administrative Agent will, promptly upon receipt of such
notice, give notice to each Lender, specifying in such notice such Lender's Pro
Rata Percentage of such Swingline Loan or Loans. In furtherance of the
foregoing, each Lender hereby irrevocably, absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender's Pro Rata
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is irrevocable, absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or an Event of Default or the termination of the
Revolving Credit Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever; provided, however,
that no Lender shall be obligated to acquire participations in any Swingline
Loan if, prior to making such Swingline Loan, a Default or Event of Default
existed and the Required Lenders instructed the Swingline Lender not to lend
Swingline Loans, unless such Default or Event of Default shall have been cured
or waived in accordance with the terms hereof. Each Lender shall comply with
its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.02(c) with respect to Loans
made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the
payment obligations of the Lenders) and the Administrative Agent shall promptly
pay to the Swingline Lender the amounts so received by it from the Lenders. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph and thereafter


<PAGE>

                                                                             34

payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from the Borrower in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

         SECTION 2.21. Letters of Credit. (a) General. The Borrower may request
the issuance of a Letter of Credit for its own account or for the account of
any Wholly Owned Subsidiary, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time
to time on and after the Effective Date while the Revolving Credit Commitments
remain in effect. This Section shall not be construed to impose an obligation
upon any Issuing Bank to issue any Letter of Credit that is inconsistent with
the terms and conditions of this Agreement. On the Effective Date, each Issuing
Bank that has issued an Existing Letter of Credit shall be deemed, without any
further action by any party hereto, to have granted to each Lender, and each
Lender shall be deemed to have purchased from such Issuing Bank, a
participation in such Letter of Credit in accordance with paragraph (d) below.

         (b) Notice of Issuance; Certain Conditions. In order to request the
issuance of a Letter of Credit, the Borrower shall hand deliver or telecopy to
an Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance) a notice requesting the issuance of a Letter of
Credit and setting forth the date of issuance, the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) below), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare such Letter of Credit.
A Letter of Credit shall be issued only if, and upon issuance of each Letter of
Credit the Borrower shall be deemed to represent and warrant that, after giving
effect to such issuance (A) the L/C Exposure shall not exceed $15,000,000, (B)
the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving
Credit Commitment and (C) the portion of the L/C Exposure attributable to
Letters of Credit of the Issuing Bank requested to issue such Letter of Credit
shall not exceed the L/C Commitment of such Issuing Bank.

         (c) Expiration Date. Each Letter of Credit shall expire at the close
of business on the earlier of the date one year after the date of the issuance
of such Letter of Credit and the date that is five Business Days prior to the
Maturity Date, unless such Letter of Credit expires by its terms on an earlier
date.

         (d) Participations. By the issuance of a Letter of Credit and without
any further action on the part of the applicable Issuing Bank or the Lenders,
the applicable Issuing Bank hereby grants to each Lender, and each such Lender
hereby acquires from the applicable Issuing Bank, a participation in such
Letter of Credit equal to such Lender's Pro Rata Percentage of the aggregate
amount available to be drawn under such Letter of Credit, effective upon the
issuance of such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby irrevocably, absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the applicable
Issuing Bank, such Lender's Pro Rata Percentage of each L/C Disbursement made
by each Issuing Bank and not reimbursed by the Borrower forthwith on the date
due as provided in Section 2.02(f). Each


<PAGE>

                                                                             35

Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is irrevocable,
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event
of Default or the termination of the Revolving Credit Commitments, and that
each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.

         (e) Reimbursement. If an Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, the Borrower shall pay or cause the
Subsidiary for whose account such Letter of Credit shall have been issued to
pay to the Administrative Agent an amount equal to such L/C Disbursement not
later than two hours after the Borrower shall have received notice from the
Issuing Bank that payment of such draft will be made, or, if the Borrower shall
have received such notice later than 10:00 a.m., New York City time, on any
Business Day, not later than 10:00 a.m., New York City time, on the immediately
following Business Day. The Borrower hereby irrevocably and unconditionally
guarantees the payment when and as due (and not merely the collection) of all
amounts due in respect of Letters of Credit issued for the accounts of
Subsidiaries.

         (f) Obligations Absolute. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

                  (i) any lack of validity or enforceability of any Letter of
         Credit or any Loan Document, or any term or provision therein;

                  (ii) any amendment or waiver of or any consent to departure
         from all or any of the provisions of any Letter of Credit or any Loan
         Document;

                  (iii) the existence of any claim, setoff, defense or other
         right that the Borrower, any other party guaranteeing, or otherwise
         obligated with, the Borrower, any Subsidiary or other Affiliate
         thereof or any other person may at any time have against the
         beneficiary under any Letter of Credit, any Issuing Bank, the
         Administrative Agent or any Lender or any other person, whether in
         connection with this Agreement, any other Loan Document or any other
         related or unrelated agreement or transaction;

                  (iv) any draft or other document presented under a Letter of
         Credit proving to be forged, fraudulent, invalid or insufficient in
         any respect or any statement therein being untrue or inaccurate in any
         respect;

                  (v) payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or other document that does not comply
         with the terms of such Letter of Credit; and

                  (vi) any other act, or omission to act, or delay of any kind
         of any Issuing Bank, the Lenders, the Administrative Agent or any
         other person or any other event or circumstance whatsoever, whether or
         not similar to any of the foregoing, that might, but for the
         provisions of this Section, constitute a legal or equitable discharge
         of the Borrower's obligations hereunder.


<PAGE>

                                                                             36

         Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of the Issuing Banks. However, the
foregoing shall not be construed to excuse any Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
such Issuing Bank's gross negligence or wilful misconduct in determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof; it is understood that any Issuing Bank may accept
documents that appear on their face to be in substantial compliance with the
terms of a Letter of Credit, without responsibility for further investigation,
and make payment under such Letter of Credit, unless, in the Issuing Bank's
judgment, it has received information that proves any such documents to be
forged or fraudulent; provided that the Issuing Bank shall not be liable in any
respect for any error made as a result of, or damages resulting from, the
exercise of its judgment with regard to any such documents if such judgment is
made in good faith. The parties hereto expressly agree that (i) an Issuing
Bank's exclusive reliance on the documents presented to it under such Letter of
Credit as to any and all matters set forth therein, including reliance on the
amount of any draft presented under a Letter of Credit, whether or not the
amount due to the beneficiary thereunder equals the amount of such draft and
whether or not any document presented pursuant to the Letter of Credit proves
to be insufficient in any respect, if such document on its face appears to be
in substantial compliance with the terms of the Letter of Credit, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged, fraudulent or invalid or any statement
therein proves to be inaccurate or untrue in any respect whatsoever and (ii)
any noncompliance in any immaterial respect of the documents presented under
the Letter of Credit with the terms thereof shall, in each case, be deemed not
to constitute wilful misconduct or gross negligence of the applicable Issuing
Bank.

         (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Bank shall
as promptly as possible give telephonic notification, confirmed by telecopy, to
the Administrative Agent and the Borrower of such demand for payment and
whether the Issuing Bank has made or will make an L/C Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not
relieve the Borrower of its obligation to reimburse the Issuing Bank and the
Lenders with respect to any such L/C Disbursement. The Administrative Agent
shall promptly give each Lender notice thereof.

         (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of the Issuing Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of
the date of payment by the Borrower or the date on which interest shall
commence to accrue thereon as provided in Section 2.02(f), at the rate per
annum that would apply to such amount if such amount were an ABR Loan.

         (i) Resignation or Removal of an Issuing Bank. An Issuing Bank may
resign at any time by giving 90 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower, and may be removed at any
time by the Borrower by notice to such Issuing Bank, the Administrative Agent
and the Lenders. Upon the resignation or removal of an


<PAGE>

                                                                             37

Issuing Bank hereunder, such Issuing Bank shall be discharged from its
obligations to issue additional Letters of Credit hereunder. At the time such
resignation or removal shall become effective, the Borrower shall pay all fees
accrued for the account of the Issuing Bank under Section 2.05(c)(ii) and not
yet paid. After the resignation or removal of an Issuing Bank hereunder, such
Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters
of Credit.

         (j) Designation of Additional Issuing Banks. From time to time, the
Borrower may by notice to the Administrative Agent and the Lenders designate
one or more Lenders as additional Issuing Banks. The acceptance by a Lender of
any appointment as an Issuing Bank hereunder shall be evidenced by an agreement
(an "Issuing Bank Agreement"), which shall be in a form satisfactory to the
Borrower and the Administrative Agent, shall set forth the L/C Commitment and
Issuing Bank Fees of such Lender and shall be executed by such Lender, the
Borrower and the Administrative Agent and, from and after the effective date of
such agreement, (i) such Lender shall have all the rights and obligations of an
Issuing Bank under this Agreement and the other Loan Documents and (ii)
references herein and in the other Loan Documents to the term "Issuing Bank"
shall be deemed to include such Lender in its capacity as an Issuing Bank.

         (k) Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders holding participations in outstanding Letters of
Credit representing greater than 50% of the aggregate undrawn amount of all
outstanding Letters of Credit) thereof and of the amount to be deposited,
deposit in an account with the Collateral Agent, for the benefit of the
Lenders, an amount in cash equal to the L/C Exposure as of such date. Such
deposit shall be held by the Collateral Agent as collateral for the payment and
performance of the Obligations. The Collateral Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account. Other than any interest earned on the investment of such deposits in
Permitted Investments, which investments shall be made at the option and sole
discretion of the Collateral Agent, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall (i) automatically be applied by the
Administrative Agent to reimburse the Issuing Banks for L/C Disbursements for
which they have not been reimbursed, (ii) be held for the satisfaction of the
reimbursement obligations of the Borrower for the L/C Exposure at such time and
(iii) if the maturity of the Loans has been accelerated (but subject to the
consent of Lenders holding participations in outstanding Letters of Credit
representing greater than 50% of the aggregate undrawn amount of all
outstanding Letters of Credit), be applied to satisfy the Obligations. If the
Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived.

         (l) Reporting Requirements of Issuing Bank. Within two Business Days
following the last day of each calendar month, each Issuing Bank shall deliver
to the Administrative Agent a report detailing all activity during the
preceding calendar month with respect to any Letters of Credit issued by such
Issuing Bank, including the face amount, the account party, the beneficiary and
the expiration date of each such Letter of Credit and any other information
with respect thereto as may be requested by the Administrative Agent.


<PAGE>

                                                                             38

                                  ARTICLE III

                        Representations and Warranties

         The Borrower represents and warrants to the Agents, each Issuing Bank
and each of the Lenders that:

         SECTION 3.01. Organization; Powers. The Borrower and each of the
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has all requisite power
and authority to own its property and assets and to carry on its business as
now conducted and as proposed to be conducted, (c) is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is
required, except where the failure so to qualify could not reasonably be
expected to result in a Material Adverse Effect, and (d) has the corporate
power and authority to execute, deliver and perform its obligations under each
of the Loan Documents and each other agreement or instrument contemplated
hereby to which it is or will be a party and, in the case of the Borrower, to
borrow hereunder.

         SECTION 3.02. Authorization. The execution, delivery and performance
by each Loan Party of each of the Loan Documents, the Borrowings hereunder and
the creation of the Liens provided for in the Security Documents (collectively,
the "Transactions") (a) have been duly authorized by all requisite corporate
and, if required, stockholder action and (b) will not (i) violate (A) any
provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents or by-laws of the
Borrower or any of the Subsidiaries, (B) any order of any Governmental
Authority or (C) any provision of any indenture, agreement or other instrument
to which the Borrower or any of the Subsidiaries is a party or by which any of
them or any of their property is or may be bound, (ii) be in conflict with,
result in a breach of or constitute (alone or with notice or lapse of time or
both) a default under, or give rise to any right to accelerate or to require
the prepayment, repurchase or redemption of any obligation under any such
indenture, agreement or other instrument or (iii) result in the creation or
imposition of any Lien upon or with respect to any property or assets now owned
or hereafter acquired by the Borrower or any of the Subsidiaries (other than
any Lien created hereunder or under the Security Documents).

         SECTION 3.03. Enforceability. This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Loan Document
when executed and delivered by each Loan Party thereto will constitute, a
legal, valid and binding obligation of the Borrower or such Loan Party
enforceable against the Borrower or such Loan Party in accordance with its
terms.

         SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, except
for (a) the filing of Uniform Commercial Code financing statements and filings
with the United States Patent and Trademark Office and the United States
Copyright Office, (b) recordation of the Mortgages, and (c) such as have been
made or obtained and are in full force and effect.

         SECTION 3.05. Financial Statements. The Borrower has heretofore
furnished to the Lenders its consolidated balance sheets and statements of
income, stockholders' equity


<PAGE>

                                                                             39

and cash flows (a) as of the end of and for each fiscal year in the
three-fiscal year period ended December 31, 2001, audited by and accompanied by
the opinion of PricewaterhouseCoopers LLP, independent public accountants, and
(b) as of the end of and for the fiscal quarters and the portions of the fiscal
year ended March 31, June 30 and September 30, 2001, certified by a Financial
Officer of the Borrower. Such financial statements present fairly the financial
condition and results of operations and cash flows of the Borrower and its
consolidated Subsidiaries as of such dates and for such periods. Such balance
sheets and the notes thereto disclose all material liabilities, direct or
contingent, of the Borrower and its consolidated Subsidiaries as of the dates
thereof. Such financial statements were prepared in accordance with GAAP
applied on a consistent basis and are in compliance with the requirements of
Regulation S-X under the Securities Act of 1933, as amended, except for
departures from such requirements reflected in the financial statements
delivered to the Agents prior to the date hereof and included in the
Confidential Information Memorandum, and are not materially inconsistent with
financial statements previously provided to the Agents and, if applicable, the
Lenders.

         SECTION 3.06. No Material Adverse Change, no Default. (a) There has
been no Material Adverse Effect since December 31, 2001.

         (b) No Default has occurred and is continuing.

         SECTION 3.07. Title to Properties; Possession Under Leases. (a) The
Borrower and each of the Subsidiaries has good and marketable title to, or
valid leasehold interests in, all its material properties and assets (including
all Mortgaged Properties), except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties and assets for their intended purposes. All such
material properties and assets are free and clear of Liens, other than Liens
expressly permitted by Section 6.02, and no material portion of any Mortgaged
Property is subject to any lease, license, sublease or other agreement granting
to any person any right to use, occupy or enjoy the same, except as set forth
on Schedule 3.07(a).

         (b) The Borrower and each Subsidiary has complied with all obligations
under all material leases to which it is a party and all such leases are in
full force and effect. The Borrower and each Subsidiary enjoys peaceful and
undisturbed possession under all such material leases.

         (c) Except as set forth on Schedule 3.07(c), the Borrower has not
received any notice of, and has no knowledge of, any pending or contemplated
condemnation proceeding affecting any Mortgaged Property or any sale or
disposition thereof in lieu of condemnation.

         (d) Neither the Borrower nor any of the Subsidiaries is obligated
under any right of first refusal, option or other contractual right to sell,
assign or otherwise dispose of any Mortgaged Property or any interest therein.

         SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the date
hereof a list of all Subsidiaries and the direct or indirect ownership interest
of the Borrower therein, and identifies each Subsidiary that is a Significant
Subsidiary on the date hereof. The shares of capital stock or other ownership
interests so indicated on Schedule 3.08 are fully paid and non-assessable and
are owned by the Borrower, directly or indirectly, free and clear of all Liens
(except for the Liens created under the Loan Documents and statutory
nonconsensual Liens).


<PAGE>

                                                                             40

         SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set
forth on Schedule 3.09, there are not any actions, suits or proceedings at law
or in equity or by or before any Governmental Authority now pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of the Subsidiaries or any business, property or rights of any such person (i)
that involve any Loan Document or (ii) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

         (b) The Borrower and each Subsidiary is in compliance with all laws,
regulations, consent decrees (including the Consent Decree of Permanent
Injunction entered into the United States District Court for the District of
New Jersey in Civil Action No. 93-3525 styled as United States of America v.
Warner-Lambert Company, a corporation, and Melvin R. Goodes and Lodewijk J.R.
De Vink, individuals) and orders of any Governmental Authority applicable to it
(including, without limitation, employee health and safety, margin regulations,
Environmental Laws and Health Care Laws) or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to comply, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.

         (c) None of the Borrower or any of the Subsidiaries or any of their
respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any law, rule or regulation (including any zoning, building,
Environmental Law, ordinance, code or approval or any building permit) or any
restrictions of record or agreements affecting the Mortgaged Property, or is in
default with respect to any judgment, writ, injunction, decree or order of any
Governmental Authority, where such violation or default could reasonably be
expected to result in a Material Adverse Effect.

         SECTION 3.10. Agreements. (a) Neither the Borrower nor any of the
Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

         (b) Neither the Borrower nor any of the Subsidiaries is in default in
any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.

         SECTION 3.11. Federal Reserve Regulations. (a) Neither the Borrower
nor any of the Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or
carrying Margin Stock.

         (b) No part of the proceeds of any Loan or any Letter of Credit will
be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, for any purpose that entails a violation of, or that is
inconsistent with, the provisions of the Regulations of the Board, including
Regulation U or X.

         SECTION 3.12. Investment Company Act; Public Utility Holding Company
Act. Neither the Borrower nor any of the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding


<PAGE>

                                                                             41

company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.

         SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of
the Loans and will request the issuance of Letters of Credit only for the
purposes specified in the preamble to this Agreement.

         SECTION 3.14. Tax Returns. Each of the Borrower and the Subsidiaries
has filed or caused to be filed all Federal, state, local and foreign tax
returns or materials required to have been filed by it and has paid or caused
to be paid all taxes due and payable by it and all assessments received by it,
except taxes that are being contested in good faith by appropriate proceedings
and for which the Borrower or such Subsidiary, as applicable, shall have set
aside on its books adequate reserves.

         SECTION 3.15. No Material Misstatements. None of (a) the Confidential
Information Memorandum or (b) any other information, report, financial
statement, exhibit or schedule furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of any
Loan Document or included therein or delivered pursuant thereto contained,
contains or will contain any material misstatement of fact or omitted, omits or
will omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were, are or will be made,
not misleading; provided that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a
forecast or projection, the Borrower represents only that it acted in good
faith and utilized reasonable assumptions and due care in the preparation of
such information, report, financial statement, exhibit or schedule.

         SECTION 3.16. Employee Benefit Plans. Each of the Borrower and its
ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of the Borrower or
any of its ERISA Affiliates. The present value of all benefit liabilities under
each Plan (based on those assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the last annual valuation
date applicable thereto, exceed the fair market value of the assets of such
Plan.

         SECTION 3.17. Environmental Matters. Except as set forth in Schedule
3.17:

         (a) The properties owned, leased or operated by the Borrower and the
Subsidiaries (the "Properties") do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of,
(ii) require Remedial Action under, or (iii) could reasonably be expected to
give rise to liability under, Environmental Laws, which violations, Remedial
Actions and liabilities, in the aggregate, could reasonably be expected to
result in a Material Adverse Effect;

         (b) The Properties and all operations of the Borrower and the
Subsidiaries are in compliance, and in the last five years have been in
compliance, with all Environmental Laws and all necessary Environmental Permits
have been obtained and are in effect, except to the extent that such
non-compliance or failure to obtain any necessary permits, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect;


<PAGE>

                                                                             42

         (c) There have been no Releases or threatened Releases at, from or
under the Properties or otherwise in connection with the operations of the
Borrower or the Subsidiaries, which Releases or threatened Releases, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

         (d) Neither the Borrower nor any of the Subsidiaries has received any
Environmental Claim in connection with the Properties or the operations of the
Borrower or the Subsidiaries or with regard to any person whose liabilities for
environmental matters the Borrower or the Subsidiaries has retained or assumed,
in whole or in part, contractually, by operation of law or otherwise, which, in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect, nor do the Borrower or the Subsidiaries have reason to believe that any
such Environmental Claim is being threatened; and

         (e) (i) Hazardous Materials have not been transported from the
Properties, nor have Hazardous Materials been generated, treated, stored or
disposed of at, on or under any of the Properties in a manner that could give
rise to any liability under any Environmental Law which in the aggregate could
be expected to result in a Material Adverse Effect, nor (ii) have the Borrower
or the Subsidiaries retained or assumed any liability, contractually, by
operation of law or otherwise with respect to the generation, treatment,
storage or disposal of Hazardous Materials, which transportation, generation,
treatment, storage or disposal, or retained or assumed liabilities, in the
aggregate could reasonably be expected to result in a Material Adverse Effect.

         SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for the Subsidiaries as of the date hereof. As of each such date, such
insurance is in full force and effect and all premiums have been duly paid. The
Borrower and the Subsidiaries have insurance in such amounts and covering such
risks and liabilities as are in accordance with normal industry practice.

         SECTION 3.19. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit
of the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement), and when any certificates
evidencing the Pledged Securities (as defined in the Pledge Agreement) are
delivered to the Collateral Agent the Pledge Agreement will constitute a fully
perfected first priority Lien on and security interest in all right, title and
interest of each pledgor thereunder in such Collateral, in each case prior and
superior in right to any other person.

         (b) The Security Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Security Agreement), and when financing statements in appropriate form are
filed in the offices specified on Schedule 6 to the Perfection Certificate the
Security Agreement will constitute a fully perfected Lien on and security
interest in all right, title and interest of the grantors thereunder in such
Collateral (other than the Intellectual Property, as defined in the Security
Agreement), in each case prior and superior in right to any other person, other
than with respect to Liens expressly permitted by Section 6.02.

         (c) When the Security Agreement is filed in the United States Patent
and Trademark Office and the United States Copyright Office, the Security
Agreement will constitute a fully


<PAGE>

                                                                             43

perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in the Intellectual Property (as defined in the
Security Agreement), in each case prior and superior in right to any other
person (it being understood that subsequent recordings in the United States
Patent and Trademark Office and the United States Copyright Office may be
necessary to perfect a lien on registered trademarks, trademark applications
and copyrights acquired by the grantors after the date hereof).

         (d) The Mortgages are effective to create in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and
enforceable Lien on all of the Loan Parties' right, title and interest in and
to the Mortgaged Properties and the proceeds thereof, and when the Mortgages
are filed in the offices specified on Schedule 3.19(d), the Mortgages shall
constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in the Mortgaged Properties and the
proceeds thereof, in each case prior and superior in right to any other person,
other than with respect to the rights of persons pursuant to Liens expressly
permitted by Section 6.02.

         SECTION3.20. Location of Real Property and Leased Premises. (a)
Schedule 3.20(a) lists completely and correctly as of the date hereof all real
property owned by the Borrower and the Significant Subsidiaries and the
addresses thereof. The Borrower and the Subsidiaries own in fee all the real
property set forth on Schedule 3.20(a).

         (b) Schedule 3.20(b) lists completely and correctly as of the date
hereof all real property leased by the Borrower and the Significant
Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries have
valid leases in all the real property set forth on Schedule 3.20(b).

         SECTION 3.21. Labor Matters. As of the date hereof and the Effective
Date, there are no strikes, lockouts or slowdowns against the Borrower or any
of the Subsidiaries pending or, to the knowledge of the Borrower, threatened.
The hours worked by and payments made to employees of the Borrower and the
Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Federal, state, local or foreign law dealing with such
matters. All payments due from the Borrower or any of the Subsidiaries, or for
which any claim may be made against the Borrower or any of the Subsidiaries, on
account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of the Borrower or the
applicable Subsidiary.

         SECTION 3.22. Solvency. (a) On the Effective Date (i) the fair value
of the assets of each Loan Party, at a fair valuation, will exceed its debts
and liabilities, subordinated, contingent or otherwise; (ii) the present fair
saleable value of the property of each Loan Party will be greater than the
amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (iii) each Loan Party will be
able to pay its debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (iv) each Loan
Party will not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is
proposed to be conducted following the Effective Date.
<PAGE>

                                                                             44


                                   ARTICLE IV

                             Conditions of Lending

         The obligations of the Lenders to make Loans and of the Issuing Banks
to issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:

         SECTION 4.01.     All Credit Events. On the date of each Borrowing,
including each Borrowing of a Swingline Loan, and on the date of each issuance
of a Letter of Credit (each such event being called a "Credit Event"):

         (a)      The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.03 (or such notice shall have been deemed
given in accordance with Section 2.03) or, in the case of the issuance of a
Letter of Credit, the applicable Issuing Bank and the Administrative Agent
shall have received a notice requesting the issuance of such Letter of Credit
as required by Section 2.21(b) or, in the case of the Borrowing of a Swingline
Loan, the Swingline Lender and the Administrative Agent shall have received a
notice requesting such Swingline Loan as required by Section 2.20(b).

         (b)      The representations and warranties set forth in Article III
shall be true and correct in all material respects on and as of the date of
such Credit Event with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date.

         (c)      The Borrower and each other Loan Party shall be in compliance
with all the terms and provisions set forth herein and in each other Loan
Document on its part to be observed or performed, and at the time of and
immediately after such Credit Event, no Event of Default or Default shall have
occurred and be continuing.

         Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower on the date of such Credit Event as to the
satisfaction of the conditions set forth in paragraphs (b) and (c) of this
Section 4.01.

         SECTION 4.02.     Effective Date. The obligations of the Lenders to
make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions
(a) through (j) is satisfied (or waived in accordance with Section 9.08):

                  (a)      The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (b)      The Administrative Agent shall have received, on
         behalf of itself, the Lenders and the Issuing Banks, (i) (A) a
         favorable written opinion of Kyle P. Macione, Esq., Executive Vice
         President, Corporate Affairs, of the Borrower, substantially to the
         effect set forth in Exhibit H-1, (B) a favorable written opinion of
         Dewey Ballantine LLP, special counsel to the Borrower, substantially
         to the effect set forth in Exhibit H-2, and (C) a favorable written
         opinion of Baker, Donelson,

<PAGE>
                                                                             45


         Bearman & Caldwell, Tennessee counsel to the Borrower, substantially to
         the effect set forth in Exhibit H-3, in each case (1) dated the date
         hereof, (2) addressed to the Administrative Agent, the Issuing Banks
         and the Lenders, and (3) covering such other matters relating to the
         Loan Documents and the Transactions as the Administrative Agent shall
         reasonably request, and (ii) a confirmation by Baker, Donelson, Bearman
         & Caldwell, dated the Effective Date as to the continuing correctness
         of its opinions as to the Mortgages, the Security Documents and the
         Liens covered by its original opinion referred to in clause (i), and
         the Borrower hereby requests such counsel to deliver such opinions.

                  (c)      The Administrative Agent shall have received (i) a
         copy of the certificate or articles of incorporation, including all
         amendments thereto, of each Loan Party, certified as of a recent date
         by the Secretary of State of the state of its organization, and a
         certificate as to the good standing of each Loan Party as of a recent
         date, from such Secretary of State; (ii) a certificate of the
         Secretary or Assistant Secretary of each Loan Party dated the
         Effective Date and certifying (A) that attached thereto is a true and
         complete copy of the by-laws of such Loan Party as in effect on the
         Effective Date and at all times since a date prior to the date of the
         resolutions described in clause (B) below, (B) that attached thereto
         is a true and complete copy of resolutions duly adopted by the Board
         of Directors of such Loan Party authorizing the execution, delivery
         and performance of the Loan Documents to which such person is a party
         and, in the case of the Borrower, the Borrowings hereunder, and that
         such resolutions have not been modified, rescinded or amended and are
         in full force and effect, (C) that the certificate or articles of
         incorporation of such Loan Party have not been amended since the date
         of the last amendment thereto shown on the certificate of good
         standing furnished pursuant to clause (i) above, and (D) as to the
         incumbency and specimen signature of each officer executing any Loan
         Document or any other document delivered in connection herewith on
         behalf of such Loan Party; (iii) a certificate of another officer as
         to the incumbency and specimen signature of the Secretary or Assistant
         Secretary executing the certificate pursuant to (ii) above; and (iv)
         such other documents as the Lenders, the Issuing Banks or Cravath,
         Swaine & Moore, counsel for the Administrative Agent, may reasonably
         request.

                  (d)      The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by a Financial
         Officer of the Borrower, confirming compliance with the conditions
         precedent set forth in paragraphs (b) and (c) of Section 4.01 and
         paragraph (e) below.

                  (e)      The Collateral Requirement and the Guarantee
         Requirement shall have been satisfied.

                  (f)      The Collateral Agent shall have received a
         Perfection Certificate dated the date hereof and an update of such
         Perfection Certificate (or a confirmation that no changes thereto are
         applicable) dated the Effective Date, in each case duly executed by a
         Responsible Officer of the Borrower.

                  (g)      After giving effect to the Transactions occurring on
         the date hereof, the Borrower and the Subsidiaries shall have
         outstanding no Indebtedness for borrowed money or preferred stock
         other than (i) Indebtedness under the Loan Documents, (ii) senior
         subordinated notes in an aggregate amount not greater than $500,000,
         (iii) the

<PAGE>
                                                                             46


         Convertible Debentures and (iv) other Indebtedness permitted under
         Section 6.01 (other than clause (h) thereof).

                  (h)      The Administrative Agent shall have received all
         fees and other amounts due and payable on or prior to the date hereof,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses (including fees, charges and disbursements of
         counsel) required to be reimbursed or paid by any Loan Party hereunder
         or under any other Loan Document.

                  (i)      The Ratings on the date hereof shall have been at
         least BB+ by S&P and at least Ba1 by Moody's.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.

                                   ARTICLE V

                             Affirmative Covenants

         The Borrower covenants and agrees with each Lender that so long as
this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, the Borrower will, and will cause
each of the Subsidiaries to:

         SECTION 5.01.     Existence; Businesses and Properties. (a) Do or cause
to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under
Section 6.05.

         (b)      Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, franchises, authorizations, patents, copyrights, trademarks and trade
names material to the conduct of its business; maintain and operate such
business in substantially the manner in which it is presently conducted and
operated; comply in all material respects with all applicable laws, rules,
regulations (including any zoning, building, Environmental Law, ordinance, code
or approval or any building permits or any restrictions of record or agreements
affecting the Mortgaged Properties) and decrees and orders of any Governmental
Authority, whether now in effect or hereafter enacted; and at all times
maintain and preserve all property material to the conduct of such business and
keep such property in good repair, working order and condition and from time to
time make, or cause to be made, all needful and proper repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith may be properly conducted at all
times.

         SECTION 5.02.     Obligations and Taxes. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien upon such properties or any part thereof; provided,
however, that

<PAGE>
                                                                             47


such payment and discharge shall not be required with respect to any such tax,
assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the Borrower
shall have set aside on its books adequate reserves with respect thereto in
accordance with GAAP and such contest operates to suspend collection of the
contested obligation, tax, assessment or charge and enforcement of a Lien and,
in the case of a Mortgaged Property, there is no risk of forfeiture of such
property.

         SECTION 5.03.     Financial Statements, Reports, etc. In the case of
the Borrower, furnish to the Administrative Agent, which shall deliver to each
Lender:

                  (a)      within 90 days after the end of each fiscal year,
         its consolidated balance sheets and related statements of operations,
         stockholders' equity and cash flows showing the financial condition of
         the Borrower and its consolidated Subsidiaries as of the close of such
         fiscal year and the results of its operations and the operations of
         such Subsidiaries during such year, all audited by
         PricewaterhouseCoopers LLP or other independent public accountants of
         recognized national standing acceptable to the Required Lenders and
         accompanied by an opinion of such accountants (which shall not be
         qualified in any material respect) to the effect that such
         consolidated financial statements fairly present the financial
         condition and results of operations of the Borrower and its
         consolidated Subsidiaries on a consolidated basis in accordance with
         GAAP consistently applied;

                  (b)      within 45 days after the end of each of the first
         three fiscal quarters of each fiscal year, its consolidated balance
         sheets and related statements of operations, stockholders' equity and
         cash flows showing the financial condition of the Borrower and its
         consolidated Subsidiaries as of the close of such fiscal quarter and
         the results of its operations and the operations of such Subsidiaries
         during such fiscal quarter and the then elapsed portion of the fiscal
         year, all certified by one of its Financial Officers as fairly
         presenting the financial condition and results of operations of the
         Borrower and its consolidated Subsidiaries on a consolidated basis in
         accordance with GAAP consistently applied, subject to normal year-end
         audit adjustments;

                  (c)      concurrently with any delivery of financial
         statements under sub-paragraph (a) or (b) above, a certificate of the
         accounting firm or Financial Officer opining on or certifying such
         statements (which certificate, when furnished by an accounting firm,
         may be limited to accounting matters and disclaim responsibility for
         legal interpretations) (i) certifying that (x) no Event of Default or
         Default has occurred or, if such an Event of Default or Default has
         occurred, specifying the nature and extent thereof and any corrective
         action taken or proposed to be taken with respect thereto and (y) to
         the knowledge of such accounting firm or Financial Officer, the
         passage of time will not reveal an Event of Default or a Default and
         (ii) setting forth computations in reasonable detail satisfactory to
         the Administrative Agent demonstrating compliance with the covenants
         contained in Sections 6.10, 6.11 and 6.12;

                  (d)      on or prior to each date of delivery of the
         Borrower's year-end financial statements pursuant to Section 5.03(a),
         the Borrower shall provide to each Lender a business plan for the
         following two years, in a form satisfactory to the Administrative
         Agent;

<PAGE>
                                                                             48


                  (e)      promptly after the same become publicly available,
         copies of all reports (excluding, in any event, copies of press
         releases) which the Borrower sends to its stockholders, and copies of
         all registration statements, reports on Form 10-K, Form 10-Q or Form
         8-K (or, in each case, any successor form) and other material reports
         which the Borrower or any Subsidiary files with the SEC or any
         successor or analogous Government Authority (other than public
         offerings of securities under employee benefit plans or dividend
         reinvestment plans);

                  (f)      concurrently with any delivery of financial
         statements under sub-paragraph (a) above, the information relating to
         the continued perfection of security interests in the Collateral
         required by Section 4.02 of the Security Agreement; and

                  (g)      promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         the Borrower or any of the Subsidiaries, or compliance with the terms
         of any Loan Document, as the Administrative Agent or any Lender may
         reasonably request.

         SECTION 5.04.     Litigation and Other Notices. Furnish to the
Administrative Agent, each Issuing Bank and each Lender prompt written notice
of the following:

                  (a)      any Event of Default or Default, specifying the
         nature and extent thereof and the corrective action (if any) taken or
         proposed to be taken with respect thereto;

                  (b)      the filing or commencement of, or any written threat
         or written notice of intention of any person to file or commence, any
         action, suit or proceeding, whether at law or in equity or by or
         before any Governmental Authority, against the Borrower or any
         Affiliate thereof, as to which there is a reasonable likelihood of an
         adverse result and that could reasonably be expected to result in a
         Material Adverse Effect; and

                  (c)      any other development that has resulted in, or could
         reasonably be expected to result in, a Material Adverse Effect.

         SECTION 5.05.     Employee Benefits. (a) Comply in all material
respects with the applicable provisions of ERISA and the Code and (b) furnish
to the Administrative Agent as soon as possible after, and in any event within
10 days after any Responsible Officer of the Borrower knows that, any ERISA
Event has occurred that, alone or together with any other ERISA Events that
have occurred, could reasonably be expected to result in liability of the
Borrower and/or the Subsidiaries in an aggregate amount exceeding $5,000,000, a
statement of a Financial Officer of the Borrower setting forth details as to
such ERISA Event and the action, if any, that the Borrower proposes to take
with respect thereto.

         SECTION 5.06.     Maintaining Records; Access to Properties and
Inspections. Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all requirements of law are made of
all dealings and transactions in relation to its business and activities.
Subject to the provisions of Section 9.16, each Loan Party will, and will cause
each of the Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender to visit and inspect the financial records
and the properties of the Borrower or any of the Subsidiaries at reasonable
times and as often as reasonably requested and to make extracts from and copies
of such financial records, and permit any representatives designated by the
Administrative Agent or any Lender to discuss

<PAGE>
                                                                             49


the affairs, finances and condition of the Borrower or any of the Subsidiaries
with the officers thereof and independent accountants therefor; provided that
the Borrower shall receive prior notice of and have the right to participate in
any such discussions.

         SECTION 5.07.     Use of Proceeds. Use the proceeds of the Loans and
request the issuance of Letters of Credit only for the purposes set forth in
the preamble to this Agreement.

         SECTION 5.08.     Compliance with Environmental Laws. Comply, and cause
all lessees and other persons occupying its Properties to comply, in all
material respects with all Environmental Laws and Environmental Permits
applicable to its operations and Properties; obtain and renew all Environmental
Permits necessary for its operations and Properties except for such
non-compliance as could not reasonably be expected to result in a Material
Adverse Effect; and conduct any Remedial Action in accordance with
Environmental Laws; provided, however, that neither the Borrower nor any of the
Subsidiaries shall be required to undertake any Remedial Action to the extent
that its obligation to do so is being contested in good faith and by proper
proceedings and appropriate reserves are being maintained with respect to such
circumstances.

         SECTION 5.09.     Preparation of Environmental Reports. If an Event of
Default caused by reason of a breach of Section 3.17 or 5.08 shall have
occurred and be continuing, at the request of the Required Lenders through the
Administrative Agent, provide to the Lenders within 45 days after such request,
at the expense of the Borrower, an environmental site assessment report for the
Properties which are the subject of such default prepared by an environmental
consulting firm acceptable to the Administrative Agent and indicating the
presence or absence of Hazardous Materials and the estimated cost of any
compliance or Remedial Action in connection with such Properties.

         SECTION 5.10.     Further Assurances. Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action, (including filing Uniform Commercial Code and other financing
statements, mortgages and deeds of trust) that may be required under applicable
law, or that the Required Lenders, the Administrative Agent or the Collateral
Agent may reasonably request, in order to cause the Guarantee Requirement and
the Collateral Requirement to be satisfied at all times. In addition, the
Borrower shall provide to the Administrative Agent within 30 days of the date
hereof a copy of, or a certificate as to coverage under, the insurance policies
required by applicable provisions of the Security Documents, each of which
shall be endorsed or otherwise amended to include a "standard" or "New York"
lender's loss payable endorsement and name the Collateral Agent as additional
insured, in form and substance satisfactory to the Administrative Agent.

                                   ARTICLE VI

                               Negative Covenants

         The Borrower covenants and agrees with each Lender that, so long as
this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in
full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required

<PAGE>
                                                                             50


Lenders shall otherwise consent in writing, the Borrower will not, and will not
cause or permit any of the Subsidiaries to:

         SECTION 6.01.     Indebtedness. Incur, create, assume or permit to
exist any Indebtedness, except:

                  (a)      Indebtedness for borrowed money existing on the date
         hereof and set forth in Schedule 6.01, but not any extensions,
         renewals or replacements of such Indebtedness;

                  (b)      Indebtedness created hereunder and under the other
         Loan Documents;

                  (c)      Indebtedness owing to the Borrower or any
         Subsidiary;

                  (d)      Guarantees by the Borrower of Indebtedness of any
         Wholly Owned Subsidiary and Guarantees by any Wholly Owned Subsidiary
         of Indebtedness of the Borrower or any other Wholly Owned Subsidiary;

                  (e)      Indebtedness consisting of purchase money
         Indebtedness or Capital Lease Obligations incurred in the ordinary
         course of business after the date hereof;

                  (f)      Extensions, renewals and replacements of
         Indebtedness referred to in clause (a) to the extent the principal
         amount of such Indebtedness is not increased, the weighted average
         life to maturity of such Indebtedness is not decreased, such
         Indebtedness, if subordinated to the Loans, remains so subordinated on
         terms not less favorable to the Lenders and the original obligors in
         respect of such Indebtedness remain the only obligors thereon;

                  (g)      Indebtedness created under Hedging Agreements
         entered into in the ordinary course of business to hedge or mitigate
         risks to which the Borrower or any Subsidiary is exposed in the
         conduct of its business or the management of its liabilities and not
         for speculative purposes or entered into to take advantage of reduced
         interest rates by converting fixed rate obligations into floating rate
         obligations; and

                  (h)      other Indebtedness; provided that the Leverage Ratio
         on a pro forma basis as of the end of and for the most recent period
         of four fiscal quarters for which financial statements shall have been
         delivered pursuant to Section 5.03(a) or (b) shall not be greater than
         the maximum Leverage Ratio permitted at the end of such period under
         Section 6.10, giving effect to the incurrence of such Indebtedness as
         if incurred at the beginning of such period (and if the aggregate
         amount of such Indebtedness exceeds $50,000,000, the Borrower shall
         have delivered to the Administrative Agent on or prior to the date of
         the incurrence of such Indebtedness, a certificate setting forth the
         calculations demonstrating such Leverage Ratio);

provided, however, that the aggregate principal amount of all outstanding
Indebtedness incurred under clause (d), (e), (f), (g) or (h) that is secured by
any asset of the Borrower or any Subsidiary shall not at any time exceed
$60,000,000 (excluding however Indebtedness of any Subsidiary acquired after
the date hereof in an aggregate principal amount for all such Indebtedness not
to exceed $350,000,000 that is secured by Liens on the assets of such
Subsidiary that are permitted by Section 6.02(c)).

<PAGE>
                                                                             51


         SECTION 6.02.     Liens. Create, incur, assume or permit to exist any
Lien on any property or assets (including stock or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect thereof, or assign or transfer any
such income or revenues or rights in respect thereof, except:

                  (a)      Liens on property or assets of the Borrower and the
         Subsidiaries existing on the date hereof and set forth in Schedule
         6.02; provided that such Liens shall extend only to those assets to
         which they extend on the date hereof and shall secure only those
         obligations which they secure on the date hereof;

                  (b)      any Lien created under the Loan Documents;

                  (c)      any Lien existing on any property or asset prior to
         the acquisition thereof by the Borrower or any of the Subsidiaries;
         provided that (i) such Lien is not created in contemplation of or in
         connection with such acquisition, (ii) such Lien does not apply to any
         other property or assets of the Borrower or any of the Subsidiaries
         and (iii) such Lien does not materially interfere with the intended
         use, occupancy and operation of any asset or property subject thereto;

                  (d)      Liens for taxes, assessments, charges or levys not
         yet due or which are being contested in compliance with Section 5.02;

                  (e)      carriers', warehousemen's, mechanics', landlord's
         (or lessor's under operating leases), materialmen's, repairmen's,
         custom and revenue authorities', or other like Liens arising in the
         ordinary course of business and securing obligations that are not due
         and payable beyond the applicable grace period therefor or that are
         being contested in compliance with Section 5.02;

                  (f)      pledges and deposits made in the ordinary course of
         business in compliance with workmen's compensation, unemployment
         insurance and other social security laws or regulations;

                  (g)      deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), leases (other than Capital
         Lease Obligations), statutory obligations, liability to insurance
         carriers under insurance or self-insurance arrangements, surety and
         appeal bonds, performance bonds, statutory banker's liens on moneys
         held in bank accounts and other obligations of a like nature incurred
         in the ordinary course of business;

                  (h)      zoning restrictions, easements, rights-of-way,
         restrictions on use of real property and other similar encumbrances
         incurred in the ordinary course of business which, in the aggregate,
         are not substantial in amount and do not materially detract from the
         value of the property subject thereto or interfere with the ordinary
         conduct of the business of the Borrower or any of the Subsidiaries;

                  (i)      purchase money security interests in real property,
         improvements thereto or equipment hereafter acquired (or, in the case
         of improvements, constructed) by the Borrower or any of the
         Subsidiaries; provided that (i) such security interests secure
         Indebtedness permitted by Section 6.01, (ii) such security interests
         are incurred, and the Indebtedness secured thereby is created, within
         180 days after such

<PAGE>
                                                                             52


         acquisition (or construction), (iii) at the time of the creation of
         the Lien, the Indebtedness secured thereby does not exceed 100% of the
         cost of such real property, improvements or equipment at the time of
         such acquisition (or construction) and (iv) such security interests do
         not apply to any other property or assets of the Borrower or any of
         the Subsidiaries;

                  (j)      Liens deemed to exist in connection with Capital
         Lease Obligations permitted under Section 6.01;

                  (k)      attachment or judgment Liens not constituting an
         Event of Default under paragraph (i) of Article VII;

                  (l)      Liens in favor of any Governmental Authority with
         respect to progress payments under any governmental contract; and

                  (m)      licenses, sublicenses, leases and subleases not
         relating to any financing, granted to third persons in the ordinary
         course of business and not interfering in any material respect with
         the business of the Borrower and the Subsidiaries.

         SECTION 6.03.     Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred; provided,
however, that the Borrower may enter into any such arrangement to the extent
that the aggregate fair market value of the property thereafter rented or
leased shall not exceed $6,000,000.

         SECTION 6.04.     Investments, Loans and Advances. Purchase, hold or
acquire any capital stock, evidences of indebtedness or other securities of,
make or permit to exist any loans or advances to, or make or permit to exist
any other investment in, any other person, except:

                  (a)      investments in Subsidiaries existing on the date
         hereof, and other investments existing on the date hereof and set
         forth on Schedule 6.04(a);

                  (b)      repurchases by the Borrower of its common stock to
         the extent permitted under Section 6.06(a)(iii);

                  (c)      investments in and loans and advances to persons
         that are Subsidiaries immediately prior to the making of such
         investments, loans or advances;

                  (d)      acquisitions expressly permitted under Section 6.05;

                  (e)      Permitted Investments;

                  (f)      up to $45,000,000 in loans to Novavax, Inc.
         evidenced by 4% convertible senior notes convertible into common
         shares of Novavax, Inc.;

<PAGE>
                                                                             53


                  (g)      up to $20,000,000 in loans and advances to Aventis
         Pharma Deutschland GMBH ("Aventis") or its Affiliates pursuant to that
         certain agreement between the Borrower and Aventis dated June 22,
         2000;

                  (h)      extensions of trade credit in the ordinary course of
         business;

                  (i)      loans and advances to officers and employees of the
         Borrower or any Subsidiary in the ordinary course of business
         (including for travel, entertainment, payroll advances and relocation
         expenses) in an aggregate principal amount outstanding at any time
         when taken together with the aggregate principal amount outstanding of
         investments made under clause (j) below shall not exceed $20,000,000
         at such time;

                  (j)      promissory notes or other evidences of Indebtedness
         received by the Borrower from officers or employees of the Borrower or
         any Subsidiary (or any loan or advance made to any Plan) in connection
         with the purchase of Capital Stock of the Borrower in an aggregate
         principal amount outstanding at any time when taken together with the
         aggregate principal amount outstanding of investments made under
         clause (i) above shall exceed $20,000,000 at such time;

                  (k)      investments arising out of the bankruptcy of
         customers and suppliers; and

                  (l)      any other investment (other than an investment of
         the type described in clause (i) or (j) above); provided that at the
         time such investment is made or purchased, the aggregate amount of the
         consideration paid after the date hereof (whether in cash, assumption
         of Indebtedness or property, valued at the time each such investment
         is made) in respect of all such investments under this paragraph (l)
         does not exceed (net of return of capital of (but not return on
         capital of) any such investment) 15% of the Consolidated Net Worth of
         the Borrower at such time.

         SECTION 6.05.     Mergers, Consolidations, Sales of Assets and
Acquisitions. Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of related transactions
occurring within any 12 consecutive month period) all or any substantial part
of its assets (whether now owned or hereafter acquired) or any capital stock of
any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or
a series of related transactions occurring within any 12 consecutive month
period) assets that are substantial in relation to the Borrower and the
Subsidiaries taken as a whole (including by means of a merger or consolidation
in which the surviving person is the Borrower or a Wholly Owned Subsidiary),
except that (a) the Borrower and any of the Subsidiaries may purchase and sell
inventory in the ordinary course of business, (b) the Borrower or any of the
Subsidiaries may purchase or license pharmaceutical products from any third
party; (c) if (i) at the time thereof and immediately after giving effect
thereto no Event of Default or Default shall have occurred and be continuing,
and (ii) in the event the aggregate amount of consideration paid exceeds
$50,000,000, the Borrower shall have delivered to the Administrative Agent
calculations demonstrating pro forma compliance with the covenants contained in
Sections 6.10, 6.11 and 6.12 as of the end of and for the most recent period of
four fiscal quarters for which financial statements shall have been delivered
pursuant to Section 5.03(a) or (b), giving effect to such acquisition and the
incurrence of any related Indebtedness as if they had occurred at the beginning
of such period, the Borrower or any of the Subsidiaries may acquire assets that
are substantial in relation to the Borrower and the

<PAGE>
                                                                             54


Subsidiaries taken as a whole (including by means of a merger or consolidation
in which the surviving person is the Borrower or a Wholly Owned Subsidiary) if
the consideration paid in such acquisition consists of one or more of the
following: (A) common stock of the Borrower or (B) cash in an amount equal to
proceeds of Indebtedness permitted under Section 6.01(h) or the proceeds of any
issuance by the Borrower of its common stock (but only, in the case of clause
(B), if such proceeds were received within 12 months prior to such acquisition)
or (C) cash or other consideration (but only, in the case of clause (C), if at
the time such acquisition is made, the Leverage Ratio shall not be greater than
3.0 to 1.0, on a pro forma basis as of the end of and for the most recent
period of four fiscal quarters for which financial statements shall have been
delivered pursuant to Section 5.03(a) or (b), giving effect to such acquisition
and the incurrence of any related Indebtedness as if they had occurred at the
beginning of such period (and if the aggregate amount of such cash or other
consideration exceeds $50,000,000, the Borrower shall have delivered to the
Administrative Agent on or prior to the date of the consummation of such
acquisition, a certificate setting forth the calculations demonstrating such
Leverage Ratio)) and (d) if at the time thereof and immediately after giving
effect thereto no Event of Default or Default shall have occurred and be
continuing (i) any Wholly Owned Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation and (ii) any
Wholly Owned Subsidiary may merge into or consolidate with any other Wholly
Owned Subsidiary in a transaction in which the surviving entity is a Wholly
Owned Subsidiary and no person other than the Borrower or a Wholly Owned
Subsidiary receives any consideration.

         SECTION 6.06.     Dividends and Distributions; Restrictions on Ability
of subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly,
any dividend or make any other distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof,
with respect to any shares of its capital stock or directly or indirectly
redeem, purchase, retire or otherwise acquire for value (or permit any
Subsidiary to purchase or acquire) any shares of any class of its capital stock
or set aside any amount for any such purpose; provided, however, that (i) the
Borrower may declare and pay dividends or make other distributions on its
capital stock to the extent made solely with common stock of the Borrower; (ii)
(x) any Subsidiary may declare and pay dividends or make other distributions on
its capital stock and (y) the Borrower may declare and pay dividends or make
other distributions on its capital stock in an aggregate amount up to
$1,000,000; provided that no Event of Default shall have occurred and be
continuing; (iii) the Borrower may grant options, and distribute shares of
capital stock upon the exercise of options, pursuant to the terms of any stock
option plan for employees of King Pharmaceuticals, Inc. (or its Subsidiaries)
and or any non-employee director stock option plan; and (iv) so long as no
Default or Event of Default shall exist, (A) the Borrower may repurchase
fractional shares of common stock of the Borrower; (B) the Borrower may
repurchase shares of common stock of the Borrower for cash for an aggregate
purchase price for all such repurchases under this clause (B) not to exceed
$100,000,000; and (C) the Borrower may repurchase for cash shares of common
stock of the Borrower for an aggregate purchase price in excess of the
$100,000,000 limit set forth in clause (B) provided that with respect to
repurchases under this clause (C) that no Revolving Loan shall be outstanding
at the time of any such repurchase and the cash used to effect any such
additional repurchase or series of related repurchases shall constitute (x) no
more than 80% of the cash (including for purposes of calculating the amount
thereof Permitted Investments described in clauses (a), through (h) and (j) of
the definition of "Permitted Investments") held by the Borrower immediately
prior to such repurchase (or prior to the initial repurchase in a series of
related repurchases) that is not subject to any Lien or any other restriction
on the use thereof (other than any Lien or restriction under the Loan
Documents) and (y) when taken together with the aggregate

<PAGE>
                                                                             55


purchase price for all repurchases made under this clause (C) from the date
hereof through the date of such repurchase, no more than 80% of the greatest
amount of cash (calculated as in clause (x)) held by the Borrower on March 31,
2002 or at the end of any fiscal quarter ending after the date hereof, that was
not subject to any Lien or any other restriction on the use thereof (other than
any Lien or restriction under the Loan Documents).

         (b)      Permit any Subsidiary, directly or indirectly, to create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any such Subsidiary to (i) pay any
dividends or make any other distributions on its capital stock or any other
equity interest or (ii) make or repay any loans or advances to the Borrower or
to any other Subsidiary.

         SECTION 6.07.     Transactions with Affiliates. Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates (other
than the Borrower or any Subsidiary), except that the Borrower or any
Subsidiary may engage in any of the foregoing transactions in the ordinary
course of business at prices and on terms and conditions not less favorable to
the Borrower or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties.

         SECTION 6.08.     Business of Borrower and Subsidiaries. Engage to any
material extent at any time in any business or business activity other than the
business currently conducted by it and business activities reasonably
incidental thereto.

         SECTION 6.09.     Fiscal Year. Change the end of its fiscal year from
December 31 to any other date.

         SECTION 6.10.     Leverage Ratio. Permit the Leverage Ratio at any time
during any of the periods set forth below to be in excess of the ratio set
forth below opposite such period:

<TABLE>
<CAPTION>
                           Period                               Ratio
                           ------                               -----
            <S>                                              <C>

            Date hereof to the second anniversary            3.50 to 1.00
            hereof
            Thereafter                                       3.00 to 1.00
</TABLE>

         SECTION 6.11.     Consolidated Interest Expense Coverage Ratio. Permit
the Consolidated Interest Expense Coverage Ratio for any four-fiscal-quarter
period ending after the date hereof to be less than 3.00 to 1.00.

         SECTION 6.12.     Consolidated Net Worth. Permit Consolidated Net Worth
at any time to be less than the sum of (i) $1,200,000,000 plus (ii) 50% of the
Consolidated Net Income for each fiscal quarter ended after the date hereof
(excluding any fiscal quarter for which Consolidated Net Income shall have been
negative).

         SECTION 6.13.     Amendment of Material Documents. Amend, modify or
waive any of its rights under any agreement or instrument to which the Borrower
or any of the Subsidiaries is party in respect of Indebtedness of the Borrower
or any Subsidiary the aggregate principal amount of which exceeds $10,000,000,
if any such amendment,

<PAGE>
                                                                             56


modification or waiver could reasonably be expected to result in a Material
Adverse Effect or to be adverse to the rights or interests of the Lenders in
any material respect.

         SECTION 6.14.     Prepayments, Redemptions and Repurchases of Debt.
Make or commit to make any payment (including by way of payment, prepayment,
redemption, purchase or defeasance), whether in cash, property, securities or a
combination thereof, other than scheduled (or with respect to senior
indebtedness held by a person that is not an Affiliate of the obligor,
mandatory) payments of principal and interest as and when due (to the extent
not prohibited by applicable subordination provisions), in respect of any
Indebtedness for borrowed money (other than Indebtedness under the Loan
Documents and intercompany Indebtedness) of the Borrower or any of the
Subsidiaries having an aggregate principal amount then outstanding of
$100,000,000 or more other than (a) any payment in connection with the
replacement of such Indebtedness with Indebtedness of the same borrower or
issuer having a maturity no earlier and an amount no greater than the replaced
Indebtedness and benefitting from no Guarantee or collateral beyond that
supporting the replaced Indebtedness or (b) any payment that is made at a time
when no Revolving Loan is outstanding.

                                  ARTICLE VII

                               Events of Default

         In case of the happening of any of the following events ("Events of
Default"):

                  (a)      any representation or warranty made or deemed made
         in or in connection with any Loan Document or the Borrowings or
         issuances of Letters of Credit hereunder, or any representation,
         warranty, statement or information contained in any report,
         certificate, financial statement or other instrument furnished in
         connection with or pursuant to any Loan Document, shall prove to have
         been false or misleading in any material respect when so made, deemed
         made or furnished;

                  (b)      default shall be made in the payment of any
         principal of any Loan or any reimbursement with respect to any L/C
         Disbursement when and as the same shall become due and payable,
         whether at the due date thereof or at a date fixed for prepayment
         thereof or by acceleration thereof or otherwise;

                  (c)      default shall be made in the payment of any interest
         on any Loan or any Fee or L/C Disbursement or any other amount (other
         than an amount referred to in (b) above) due under any Loan Document,
         when and as the same shall become due and payable, and such default
         shall continue unremedied for a period of three Business Days;

                  (d)      default shall be made in the due observance or
         performance by the Borrower or any of the Subsidiaries of any
         covenant, condition or agreement contained in Section 5.01(a) or
         5.04(a) or in Article VI;

                  (e)      default shall be made in the due observance or
         performance by the Borrower or any of the Subsidiaries of any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in (b), (c) or (d) above)

<PAGE>
                                                                             57


         and such default shall continue unremedied for a period of 30 days
         after notice thereof from the Administrative Agent or any Lender to
         the Borrower;

                  (f)      (i) the Borrower or any of the Subsidiaries shall
         fail to pay any principal or interest, regardless of amount, due in
         respect of any Indebtedness in a principal amount in excess of
         $10,000,000 when and as the same shall become due and payable, or (ii)
         the Borrower or any of the Subsidiaries shall fail to observe or
         perform any other term, covenant, condition or agreement contained in
         any agreement or instrument evidencing or governing any such
         Indebtedness, or any other event or condition shall occur, if the
         effect of any failure or other event or condition referred to in this
         clause (ii) is to cause, or to permit the holder or holders of such
         Indebtedness or a trustee on its or their behalf (with or without the
         giving of notice, the lapse of time or both) to cause, such
         Indebtedness to become due or to be required to be repurchased or
         redeemed prior to its stated maturity;

                  (g)      an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of the Borrower or any of
         the Subsidiaries, or of a substantial part of the property or assets
         of the Borrower or a Subsidiary, under Title 11 of the United States
         Code, as now constituted or hereafter amended, or any other Federal,
         state or foreign bankruptcy, insolvency, receivership or similar law,
         (ii) the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any of the
         Subsidiaries or for a substantial part of the property or assets of
         the Borrower or a Subsidiary or (iii) the winding-up or liquidation of
         the Borrower or any of the Subsidiaries; and such proceeding or
         petition shall continue undismissed for 60 days or an order or decree
         approving or ordering any of the foregoing shall be entered;

                  (h)      the Borrower or any of the Subsidiaries shall (i)
         voluntarily commence any proceeding or file any petition seeking
         relief under Title 11 of the United States Code, as now constituted or
         hereafter amended, or any other Federal, state or foreign bankruptcy,
         insolvency, receivership or similar law, (ii) consent to the
         institution of, or fail to contest in a timely and appropriate manner,
         any proceeding or the filing of any petition described in (g) above,
         (iii) apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for the
         Borrower or any of the Subsidiaries or for a substantial part of the
         property or assets of the Borrower or any of the Subsidiaries, (iv)
         file an answer admitting the material allegations of a petition filed
         against it in any such proceeding, (v) make a general assignment for
         the benefit of creditors, (vi) become unable, admit in writing its
         inability or fail generally to pay its debts as they become due or
         (vii) take any action for the purpose of effecting any of the
         foregoing;

                  (i)      one or more judgments for the payment of money in an
         aggregate amount in excess of $10,000,000 shall be rendered against
         the Borrower, any of the Subsidiaries or any combination thereof and
         the same shall remain undischarged for a period of 30 consecutive days
         during which execution shall not be effectively stayed, or any action
         shall be legally taken by a judgment creditor to levy upon assets or
         properties of the Borrower or any of the Subsidiaries to enforce any
         such judgment;

<PAGE>
                                                                             58


                  (j)      an ERISA Event shall have occurred that, when taken
         together with all other such ERISA Events, could reasonably be
         expected to result in liability of the Borrower in an aggregate amount
         exceeding $15,000,000;

                  (k)      any Guarantee purported to be created by the
         Guarantee Agreement shall cease to be, or shall be asserted by the
         Borrower or any other Loan Party not to be, a valid and enforceable
         Guarantee of the Obligations, or any security interest purported to be
         created by any Security Document shall cease to be, or shall be
         asserted by the Borrower or any other Loan Party not to be, a valid,
         perfected, first priority (except as otherwise expressly provided in
         this Agreement or such Security Document) security interest in the
         securities, assets or properties covered thereby, except to the extent
         that any such loss of perfection or priority results from the failure
         of the Collateral Agent to (i) maintain possession of certificates
         representing securities pledged under the Pledge Agreement or (ii)
         file or record any financing statement or Mortgage delivered to the
         Collateral Agent by the Borrower, and except to the extent that such
         loss is covered by a lender's title insurance policy and the related
         insurer promptly after such loss shall have acknowledged in writing
         that such loss is covered by such title insurance policy; or

                  (l)      there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times: (i) terminate forthwith
the Commitments and (ii) declare the Loans then outstanding to be forthwith due
and payable in whole or in part, whereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder
and under any other Loan Document, shall become forthwith due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything contained herein or
in any other Loan Document to the contrary notwithstanding; and in any event
with respect to the Borrower described in paragraph (g) or (h) above, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and any unpaid accrued Fees
and all other liabilities of the Borrower accrued hereunder and under any other
Loan Document, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein or in any other
Loan Document to the contrary notwithstanding.

                                  ARTICLE VIII

               The Administrative Agent and the Collateral Agent

         In order to expedite the transactions contemplated by this Agreement,
Credit Suisse First Boston is hereby appointed to act as Administrative Agent
and Collateral Agent on behalf of the Lenders and the Issuing Banks (for
purposes of this Article VIII, the Administrative Agent and the Collateral
Agent are referred to collectively as the "Agents"). Each of the Lenders and
Issuing Banks and each assignee of any such Lender or Issuing Bank, hereby
irrevocably authorizes the Agents to take such actions on behalf of such

<PAGE>
                                                                             59


Lender or Issuing Bank or such assignee and to exercise such powers as are
specifically delegated to the Agents by the terms and provisions hereof and of
the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto. The Administrative Agent is hereby expressly
authorized by the Lenders and the Issuing Banks, without hereby limiting any
implied authority, (a) to receive on behalf of the Lenders and the Issuing
Banks all payments of principal of and interest on the Loans, all payments in
respect of L/C Disbursements and all other amounts due to the Lenders
hereunder, and promptly to distribute to each Lender or Issuing Bank its proper
share of each payment so received; (b) to give notice on behalf of each of the
Lenders to the Borrower of any Event of Default specified in this Agreement of
which the Administrative Agent has actual knowledge acquired in connection with
its agency hereunder; and (c) to distribute to each Lender copies of all
notices, financial statements and other materials delivered by the Borrower or
any other Loan Party pursuant to this Agreement or the other Loan Documents as
received by the Administrative Agent. Without limiting the generality of the
foregoing, the Agents are hereby expressly authorized to execute any and all
documents (including releases) with respect to the Collateral and the rights of
the Secured Parties with respect thereto, as contemplated by and in accordance
with the provisions of this Agreement and the Security Documents.

         Neither the Agents nor any of their respective directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by
the Borrower or any other Loan Party of any of the terms, conditions, covenants
or agreements contained in any Loan Document. The Agents shall not be
responsible to the Lenders for the due execution, genuineness, validity,
enforceability or effectiveness of this Agreement or any other Loan Documents,
instruments or agreements. The Agents shall in all cases be fully protected in
acting, or refraining from acting, in accordance with written instructions
signed by the Required Lenders and, except as otherwise specifically provided
herein, such instructions and any action or inaction pursuant thereto shall be
binding on all the Lenders. Each Agent shall, in the absence of knowledge to
the contrary, be entitled to rely on any instrument or document believed by it
in good faith to be genuine and correct and to have been signed or sent by the
proper person or persons. Neither the Agents nor any of their respective
directors, officers, employees or agents shall have any responsibility to the
Borrower or any other Loan Party on account of the failure of or delay in
performance or breach by any Lender or Issuing Bank of any of its obligations
hereunder or to any Lender or Issuing Bank on account of the failure of or
delay in performance or breach by any other Lender or Issuing Bank or the
Borrower or any other Loan Party of any of their respective obligations
hereunder or under any other Loan Document or in connection herewith or
therewith. Each of the Agents may execute any and all duties hereunder by or
through agents or employees and shall be entitled to rely upon the advice of
legal counsel selected by it with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good faith by it in
accordance with the advice of such counsel.

         The Lenders hereby acknowledge that neither Agent shall be under any
duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this Agreement unless it shall be requested in writing to do
so by the Required Lenders.

         Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any

<PAGE>
                                                                             60


such resignation, the Required Lenders shall have the right to appoint a
successor which, unless an Event of Default shall have occurred and be
continuing at the time of such appointment, shall be acceptable to the
Borrower. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Agent gives notice of its resignation, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent which shall be a bank with an office
in New York, New York, having a combined capital and surplus of at least
$500,000,000 or an Affiliate of any such bank, and which, unless an Event of
Default shall have occurred and be continuing at the time of such appointment,
shall be acceptable to the Borrower. Upon the acceptance of any appointment as
Agent hereunder by a successor bank, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After the Agent's resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as Agent.

         With respect to the Loans made by it hereunder, each Agent in its
individual capacity and not as Agent shall have the same rights and powers as
any other Lender and may exercise the same as though it were not an Agent, and
the Agents and their Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any of the
Subsidiaries or other Affiliate thereof as if it were not an Agent.

         Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share (based on its Commitments hereunder) of any
expenses incurred for the benefit of the Lenders by the Agents, including
counsel fees and compensation of agents and employees paid for services
rendered on behalf of the Lenders, that shall not have been reimbursed by the
Borrower and (b) to indemnify and hold harmless each Agent and any of its
directors, officers, employees or agents, on demand, in the amount of such pro
rata share, from and against any and all liabilities, taxes, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by or asserted against it in its capacity as Agent or any of them in any way
relating to or arising out of this Agreement or any other Loan Document or any
action taken or omitted by it or any of them under this Agreement or any other
Loan Document, to the extent the same shall not have been reimbursed by the
Borrower or any other Loan Party; provided that no Lender shall be liable to an
Agent or any such other indemnified person for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or wilful misconduct of such Agent or any of its directors,
officers, employees or agents. Each Lender agrees to reimburse each Issuing
Bank and its directors, officers, employees and agents, in each case, to the
same extent and subject to the same limitations as provided above for the
Agents.

         Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender
and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document, any related
agreement or any document furnished hereunder or thereunder.

<PAGE>
                                                                             61


                                   ARTICLE IX

                                 Miscellaneous

         SECTION 9.01.     Notices. Notices and other communications provided
for herein and in the other Loan Documents shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a)      if to the Borrower, to it at 501 Fifth Street,
         Bristol, TN 37620, Attention of Jefferson J. Gregory (Telecopy No.
         (423) 989-8055), with a copy to Kyle P. Macione at the above address
         (Telecopy No. (423) 274-8677);

                  (b)      if to the Administrative Agent, to Credit Suisse
         First Boston, Eleven Madison Avenue, New York, NY 10010, Attention of
         Bill Fox (Telecopy No. (212) 325-7542), with a copy to William Lutkins
         at the above address (Telecopy No. (212) 743-1988); and

                  (c)      if to a Lender, to it at its address (or telecopy
         number) set forth on Schedule 2.01 or in the Assignment and Acceptance
         pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

         SECTION 9.02.     Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Banks and shall survive
the making by the Lenders of the Loans and the issuance of Letters of Credit by
the Issuing Banks, regardless of any investigation made by the Lenders or the
Issuing Banks or on their behalf, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any Fee or
any other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not been terminated. The provisions of Sections 2.12,
2.14, 2.18 and 9.05 shall remain operative and in full force and effect
regardless of the expiration of the term of this Agreement, the consummation of
the transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the expiration of any Letter of Credit, the
invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the
Administrative Agent, the Collateral Agent, any Lender or Issuing Bank.

         SECTION 9.03.     Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and the Administrative Agent
and when the

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Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted successors and assigns.

         SECTION 9.04.     Successors and Assigns. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Borrower, the
Administrative Agent, the Issuing Banks or the Lenders that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.

         (b)      Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement
(including all or a portion of any or all of its Commitments and the Loans at
the time owing to it); provided, however, that (i) except in the case of an
assignment to another Lender or an Affiliate or Related Fund of the assigning
Lender or another Lender, (x) the Borrower, unless an Event of Default shall
have occurred and be continuing, and the Administrative Agent (and, in the case
of any assignment of a Revolving Credit Commitment, each Issuing Bank and the
Swingline Lender) must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld) and (y) the amount of the
Commitments of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 in the
aggregate (or, if less, the entire remaining amount of such Lender's
Commitments) and (ii) the assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire and any tax form as
required by the Internal Revenue Service. Upon acceptance and recording
pursuant to paragraph (e) of this Section 9.04, and payment from and after the
effective date specified in each Assignment and Acceptance, which effective
date shall be at least five Business Days after the execution thereof, (A) the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of
a Lender under this Agreement and (B) the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease
to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.12, 2.14, 2.18 and 9.05, as well as to any Fees accrued for its
account and not yet paid).

         (c)      By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and
that its Commitments, and the outstanding balances of its Loans, without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any of the Subsidiaries
or the

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performance or observance by the Borrower or any of the Subsidiaries of any of
its obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (iv) such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent financial
statements referred to in Section 3.05(a) or delivered pursuant to Section 5.03
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Acceptance; (v) such assignee will independently and without reliance upon the
Administrative Agent, the Collateral Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent and the Collateral Agent, respectively, by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

         (d)      The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, all L/C Disbursements,
and the Commitment 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 Borrower, the Administrative Agent,
the Issuing Banks, the Collateral 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 Agreement, notwithstanding notice to the
contrary. The Register and any Assignments and Acceptances delivered to the
Administrative Agent pursuant to this Section 9.04(d) shall be available for
inspection by the Borrower, the Issuing Banks, the Collateral Agent and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

         (e)      Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder) and any tax form required by the Internal
Revenue Service, a processing and recordation fee of $3,500 and, if required,
the written consent of the Borrower, the Swingline Lender, each Issuing Bank
and the Administrative Agent to such assignment, the Administrative Agent shall
(i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower, Lenders, each Issuing Bank and the Swingline Lender. No assignment
shall be effective unless it has been recorded in the Register as provided in
this paragraph (e).

         (f)      Each Lender may without the consent of the Borrower, the
Swingline Lender, any Issuing Bank or the Administrative Agent sell
participations to one or more banks or other entities in all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans owing to it); provided, however, that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the participating banks or other
entities shall be entitled to the benefit of the

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cost protection provisions contained in Sections 2.12, 2.14 and 2.18 to the
same extent as if they were Lenders; provided that no Participant shall be
entitled to receive any greater amount pursuant to Section 2.12 or 2.18 than
the transferor Lender would have been entitled to receive in respect of the
amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred and (iv) the Borrower, the
Administrative Agent, the Issuing Banks and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights
and obligations under this Agreement, and such Lender shall retain the sole
right to enforce the obligations of the Borrower relating to the Loans or L/C
Disbursements and to approve any amendment, modification or waiver of any
provision of this Agreement (other than amendments, modifications or waivers
decreasing any fees payable hereunder or the amount of principal of or the rate
at which interest is payable on the Loans, extending any scheduled principal
payment date or date fixed for the payment of interest on the Loans, increasing
or extending the Commitments or releasing all or substantially all the
Guarantors or the Collateral).

         (g)      Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 9.04, disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrower furnished to such
Lender by or on behalf of the Borrower; provided that, prior to any such
disclosure of information, each such assignee or participant or proposed
assignee or participant shall execute an agreement whereby such assignee or
participant shall agree to preserve the confidentiality of such confidential
information on terms no less restrictive than those applicable to the Lenders
pursuant to Section 9.16 and, in the case of any assignee, the Administrative
Agent shall provide the Borrower with an execution copy of such agreement.

         (h)      Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto. In order to facilitate such an assignment to a
Federal Reserve Bank, the Borrower shall, at the request of the assigning
Lender, duly execute and deliver to the assigning Lender a promissory note or
notes evidencing the Loans made to the Borrower by the assigning Lender
hereunder.

         (i)      Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPC"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof. The making
of a Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting
Lender. Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior

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to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such
SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary in this Section 9.04, any
SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and the
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This section may not
be amended without the written consent of the SPC.

         (j)      The Borrower shall not assign or delegate any of its rights
or duties hereunder without the prior written consent of the Administrative
Agent, each Issuing Bank and each Lender, and any attempted assignment without
such consent shall be null and void.

         SECTION 9.05.     Expenses; Indemnity. (a) The Borrower agrees to pay
all reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Collateral Agent, the Co-Syndication Agents, the Documentation Agent, the
Issuing Banks and the Swingline Lender in connection with the preparation and
administration of this Agreement and the other Loan Documents or in connection
with any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions hereby or thereby contemplated shall
be consummated) or incurred by the Administrative Agent, the Collateral Agent
or any Issuing Bank or Lender in connection with the enforcement or protection
of its rights in connection with this Agreement and the other Loan Documents or
in connection with the Loans made or Letters of Credit issued hereunder,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Moore, counsel for the Administrative Agent and the Collateral Agent, local
real estate counsel retained by the Collateral Agent in connection with the
Mortgages and, in connection with any such enforcement or protection, the
reasonable fees, charges and disbursements of any other counsel for the
Administrative Agent, the Collateral Agent or any Lender.

         (b)      The Borrower agrees to indemnify the Administrative Agent,
the Collateral Agent, each Lender and Issuing Bank, each Affiliate of any of
the foregoing persons and each of their respective directors, trustees,
officers, employees, agents and controlling persons (each such person being
called an "Indemnitee") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements, incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a
result of (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated thereby, the performance
by the parties thereto of their respective obligations thereunder or the
consummation of the Transactions and the other transactions contemplated
thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of
Credit, (iii) any claim, litigation, investigation or proceeding relating to
any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv)
except to the extent arising in respect of real property owned by such
Indemnitee other than as a result of any foreclosure or similar proceeding
under the Loan Documents or arising solely as a result of activities of such
Indemnitee other than its activities under the Loan Documents, any actual

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or alleged presence, Release or threatened Release of Hazardous Materials on
any property presently or formerly owned, leased or operated by the Borrower or
any of the Subsidiaries, or any Environmental Claim related in any way to the
Borrower or the Subsidiaries; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or wilful misconduct of such Indemnitee.

         (c)      The provisions of this Section 9.05 shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the
expiration of any Letter of Credit, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, the Collateral
Agent or any Lender or Issuing Bank. All amounts due under this Section 9.05
shall be payable on written demand therefor.

         SECTION 9.06.     Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, except to the extent prohibited 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
its Affiliates) to or for the credit or the account of the Borrower against any
of and all the obligations of the Borrower now or hereafter existing under this
Agreement and other Loan Documents held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement or such
other Loan Document and although such obligations may be unmatured. Each Lender
agrees promptly to notify the Borrower after any such set-off and application
made by such Lender; provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender
under this Section 9.06 are in addition to other rights and remedies (including
other rights of setoff) which such Lender may have.

         SECTION 9.07.     APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER
LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 9.08.     Waivers; Amendment; Increase of Revolving Credit
Commitments and Addition of Term or Revolving Tranches. (a) No failure or delay
of the Borrower, the Administrative Agent, the Collateral Agent or any Issuing
Bank or Lender in exercising any power or right hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Borrower, the Administrative Agent, the Collateral
Agent, the Issuing Banks

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                                                                             67


and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or any other Loan Document or consent
to any departure by the Borrower or any other Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below,
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances.

         (b)      Except as provided in paragraph (c) below, neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may
be waived, amended or modified other than pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders or,
in the case of any other Loan Document, by the Loan Parties party thereto and
the Administrative Agent or the Collateral Agent, as the case may be, with the
consent of the Required Lenders. No agreement referred to in the preceding
sentence shall (i) decrease the principal amount of, or extend the maturity,
any scheduled date of payment or date for reimbursement of or any date for the
payment of any interest on, any Loan or L/C Disbursement, or waive or excuse
any such payment or any part thereof, or decrease the rate of interest on any
Loan or L/C Disbursement, without the prior written consent of each Lender
affected thereby, (ii) increase or extend the Commitment or decrease or extend
the date for payment of the Commitment Fees of any Lender without the prior
written consent of such Lender, (iii) amend or modify the provisions of Section
2.15 or 9.04(j), the provisions of this Section (other than to impose
additional restrictions on amendments) or the definition of the term "Required
Lenders" without the prior written consent of each Lender, (iv) release any
Guarantor whose total assets represent at the time of such release more than
10% of the total assets of the Borrower and its consolidated Subsidiaries or
all or any substantial part of the Collateral without the prior written consent
of each Lender, (v) effect any amendment that by its terms adversely affects
the Lenders of any Class without a corresponding effect on the Lenders of any
other Class without the written consent of Lenders holding a majority in
interest of the Loans and Commitments of each adversely affected Class, or (vi)
amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender hereunder
or under any other Loan Document without the prior written consent of the
Administrative Agent, the Collateral Agent, such Issuing Bank or the Swingline
Lender.

         (c)      Notwithstanding anything in paragraph (b) of this Section to
the contrary, this Agreement and the other Loan Documents may be amended at any
time and from time to time to increase the aggregate Revolving Credit
Commitments or to establish one or more Classes of Term Loans and/or Revolving
Credit Commitments by an agreement in writing entered into by the Borrower, the
Administrative Agent, the Collateral Agent and each person (including any
Lender) that shall agree to provide such Commitment or make a Term Loan of any
Class so established (and each such person that shall not already be a Lender
shall, at the time such agreement becomes effective, become a Lender with the
same effect as if it had originally been a Lender under this Agreement with the
Commitment and/or Term Loans set forth in such agreement); provided that the
aggregate outstanding principal amount of the Term Loans and the new
Commitments of all classes shall at no time, without the consent of the
Required Lenders, exceed $200,000,000. Any such agreement shall amend the
provisions of this Agreement and the other Loan Documents to set forth the
terms of each Class of Term Loans or Commitment established thereby (including
the amount and final maturity thereof (which shall not be earlier than the
Maturity Date applicable to the Revolving Loan), any provisions relating to the
amortization or mandatory prepayment

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thereof, the interest to accrue and be payable thereon and any fees to be
payable in respect thereof) and to effect such other changes (including changes
to the provisions of this Section, Section 2.15 and the definition of "Required
Lenders") as the Borrower and the Administrative Agent shall deem necessary or
advisable in connection with the establishment of any such Class; provided that
no such agreement shall (i) effect any change described in any of clauses (i),
(ii),(iv), (v) or (vi) of paragraph (b) of this Section without the consent of
each person required to consent to such change under such clause (it being
agreed, however, that any increase in the Revolving Commitment or establishment
of any Class of Term Loans will not, of itself, be deemed to effect any of the
changes described in clauses (iv) through (vi) of such paragraph (b)), (ii)
amend Article V, VI or VII to establish any affirmative or negative covenant,
Event of Default or remedy that by its terms benefits one or more Classes, but
not all Classes, of Loans or Borrowings without the prior written consent of
Lenders holding a majority in interest of the Loans and Commitments of each
Class not so benefitted (it being agreed that no provision requiring the
Borrower to prepay Term Loans of one or more Classes with the proceeds of asset
dispositions or casualty events, with the proceeds of sales of Indebtedness or
Equity Interests or with excess cash flows will be deemed to violate this
clause) or (iii) change any other provision of this Agreement or any other Loan
Document that creates rights in favor of Lenders holding Loans or Commitments
of any existing Class, other than as necessary or advisable in the judgment of
the Administrative Agent to cause such provision to take into account, or to
make the benefits of such provision available to, Lenders holding Term Loans of
such new Class or such new Commitments. The Loans, Commitments and Borrowings
of any Class established pursuant to this paragraph shall constitute Loans,
Commitments and Borrowings under, and shall be entitled to all the benefits
afforded by, this Agreement and the other Loan Documents, and shall, without
limiting the foregoing, benefit equally and ratably from the Guarantees and
security interests created by the Guarantee Agreement and the Security
Documents. The Borrower shall take any actions reasonably required by the
Administrative Agent to ensure and/or demonstrate that the Collateral
Requirement continues to be satisfied after the establishment of any such Class
of Term Loans or any such new Commitments.

         SECTION 9.09      Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan
or participation in any L/C Disbursement, together with all fees, charges and
other amounts which are treated as interest on such Loan or participation in
such L/C Disbursement under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan or
participation in accordance with applicable law, the rate of interest payable
in respect of such Loan or participation hereunder, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the
extent lawful, the interest and Charges that would have been payable in respect
of such Loan or participation but were not payable as a result of the operation
of this Section 9.09 shall be cumulated and the interest and Charges payable to
such Lender in respect of other Loans or participations or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.

         SECTION 9.10.     Entire Agreement. This Agreement, the Fee Letter and
the other Loan Documents constitute the entire contract between the parties
relative to the subject matter hereof. Any other previous agreement among the
parties with respect to the subject matter hereof is superseded by this
Agreement and the other Loan Documents, except as expressly agreed therein.
Nothing in this Agreement or in the other Loan Documents,

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                                                                             69


expressed or implied, is intended to confer upon any party other than the
parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

         SECTION 9.11.     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.

         SECTION 9.12.     Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 9.13.     Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together
shall constitute a single contract, and shall become effective as provided in
Section 9.03. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.

         SECTION 9.14.     Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         SECTION 9.15.     Jurisdiction; Consent to Service of Process. (a) Each
party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement

<PAGE>
                                                                             70


shall affect any right that the Administrative Agent, the Collateral Agent, any
Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against the Borrower or
its properties in the courts of any jurisdiction.

         (b)      Each party hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or the
other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

         (c)      Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 9.16.     Confidentiality. The Administrative Agent, the
Collateral Agent, each Issuing Bank and each of the Lenders agrees to keep
confidential (and to cause the persons referred to in clause (a) below to keep
confidential) the Information (as defined below) and all copies thereof,
extracts therefrom and analyses or other materials based thereon, except that
the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender
shall be permitted to disclose Information (a) to such of its respective
officers, directors, employees, agents, affiliates and representatives as need
to know such Information, (b) to any direct or indirect counterparty in swap
agreements or such contractual counterparty's professional advisors (so long as
such contractual counterparty or professional advisors to such contractual
counterparty agree to be bound by the provisions of this Section 9.16), (c) to
the extent requested by any regulatory authority, including the National
Association of Insurance Commissioners or any successor entity thereto, (d) to
the extent otherwise required by applicable laws and regulations or by any
subpoena or similar legal process, (e) in connection with any suit, action or
proceeding (i) relating to the enforcement of its rights hereunder or under the
other Loan Documents or (ii) for purposes of establishing a "due diligence"
defense or (f) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section 9.16 or (ii) becomes
available to the Administrative Agent, any Issuing Bank, any Lender or the
Collateral Agent on a nonconfidential basis from a source other than the
Borrower; provided, however, that the Administrative Agent, the Collateral
Agent, any Issuing Bank and/or any Lender, as the case may be, shall provide
the Borrower, to the extent practicable, with advance notice of any disclosure
of information referred to in clauses (d) and (e) above. For the purposes of
this Section, "Information" shall mean all financial statements, certificates,
reports, plans, agreements and information (including all analyses,
compilations and studies prepared by the Administrative Agent, the Collateral
Agent, any Issuing Bank or any Lender based on any of the foregoing) that are
received from the Borrower and related to the Borrower, any shareholder of the
Borrower or any employee, customer or supplier of the Borrower, other than any
of the foregoing that were available to the Administrative Agent, the
Collateral Agent, any Issuing Bank or any Lender on a nonconfidential basis
prior to its disclosure thereto by the Borrower, and that are in the case of
Information provided after the date hereof, clearly identified at the time of
delivery as confidential; provided, however, that any and all business plans
provided in accordance with Section 5.03(d) shall be treated as confidential
whether or not so identified. The provisions of this Section 9.16 shall remain

<PAGE>
                                                                             71


operative and in full force and effect regardless of the expiration and term of
this Agreement.

         SECTION 9.17.     Releases of Guarantors and Collateral. (a)
Notwithstanding any contrary provision herein or in any other Loan Document, if
the Borrower shall request the release under the Guarantee Agreement or any
Security Document of any Subsidiary or of any Collateral to be sold or
otherwise disposed of (including through the sale or disposition of any
Subsidiary owning any such Subsidiary or Collateral) to a Person other than the
Borrower or a Subsidiary in a transaction permitted under the terms of this
Agreement and shall deliver to the Collateral Agent a certificate to the effect
that such sale or other disposition and the application of the proceeds thereof
will comply with the terms of this Agreement, the Collateral Agent, if
satisfied that the applicable certificate is correct, shall, without the
consent of any Lender, execute and deliver all such instruments, releases,
financing statements or other agreements, and take all such further actions, as
shall be necessary to effectuate the release of such Subsidiary or such
Collateral substantially simultaneously with or at any time after the
completion of such sale or other disposition.

                  (b)      Notwithstanding any provision herein or in any other
Loan Document, the Collateral Agent is hereby authorized and directed to
release the Collateral from the security interests created by the Security
Documents upon the satisfaction of the following conditions precedent (the
"Release Conditions"), and subject to the reinstatement of such Liens as
provided in paragraph (c) below:

                  (i)      the Borrower shall have given notice to the
         Collateral Agent at least 15 days prior to the Release Date,
         specifying the proposed Release Date;

                  (ii)     as of the Release Date, (A) the Ratings shall be
         BBB- or better by S&P and Baa3 or better by Moody's, (B) neither of
         such ratings shall be under review for possible downgrade and (C) the
         Borrower shall not have been placed on credit watch with negative
         implications by either such rating agency;

                  (iii)    no Default or Event of Default shall have occurred
         and be continuing as of the Release Date; and

                  (iv)     on the Release Date, the Administrative Agent shall
         have received a certificate, dated the Release Date and executed on
         behalf of the Borrower by a Responsible Officer thereof, confirming
         the satisfaction of the Release Conditions set forth in clauses (i),
         (ii) and (iii) above.

Any such release shall be without recourse to, or representation or warranty
by, the Collateral Agent or any Lender and shall not require the consent of any
Lender. Subject to the satisfaction of the conditions set forth in this
paragraph (b), on and after the Release Date, the Collateral Agent shall
execute and deliver all such instruments, releases, financing statements or
other agreements, and take all such further actions, as shall be necessary to
effectuate the release of Collateral required by this paragraph.

         (c)      If, following any release of Collateral pursuant to paragraph
(b) above, the Designated Indebtedness shall be rated below BBB- by S&P or
below Baa3 by Moody's and the Required Lenders shall so direct in a written
notice to the Collateral Agent and the Borrower, the requirements of Section
5.10 shall again become applicable and the Borrower shall promptly take and
cause the Subsidiaries to take all such actions as shall be necessary

<PAGE>
                                                                             72


or as the Collateral Agent shall reasonably request to cause the Collateral
Requirement to be satisfied.

         (d)      Without limiting the provisions of Section 9.05, the
Borrowers shall reimburse the Collateral Agent and the Administrative Agent for
all reasonable costs and expenses, including reasonable attorney's fees and
disbursements, incurred by any of them in connection with any action
contemplated by this Section 9.17.

<PAGE>
                                                                             73


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

<PAGE>


                        Signature Page to King Pharmaceuticals, Inc. 2002
                        Credit Agreement


                        KING PHARMACEUTICALS, INC.,



                        by /s/ Kyle P. Macione
                           -----------------------------------------------
                           Name: Kyle P. Macione
                           Title: Executive Vice President

<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
                        individually and as Administrative Agent,



                        by /s/ William S. Lutkins
                           -----------------------------------------------
                           Name: William S. Lutkins
                           Title: Director



                        by /s/ Mark E. Gleason
                           -----------------------------------------------
                           Name: Mark E. Gleason
                           Title: Director

<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        BANK OF AMERICA, NA, individually and as
                        Co-Syndication Agent,



                        by /s/ Joseph L. Corah
                           -----------------------------------------------
                           Name: Joseph L. Corah
                           Title: Principal

<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        JPMORGAN CHASE BANK, individually and as
                        Co-Syndication Agent,



                        by /s/ Robert Bottamedi
                           -----------------------------------------------
                           Name: Robert Bottamedi
                           Title: Vice President

<PAGE>
                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement

                        UBS WARBURG, LLC, as Co-Syndication Agent,



                        by /s/ David A. Juge
                           -----------------------------------------------
                           Name: David A. Juge
                           Title: Managing Director


                        by  /s/ Oliver O. Trumbo II
                           -----------------------------------------------
                           Name: Oliver O. Trumbo II
                           Title: Director
<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        UBS AG, STAMFORD BRANCH, individually and as
                        Co-Syndication Agent,



                        by /s/ Wilfred V. Saint
                           -----------------------------------------------
                           Name: Wilfred V. Saint
                           Title: Associate Director
                                  Banking Products Services, US


                        by /s/ Thomas R. Salzano
                           -----------------------------------------------
                           Name: Thomas R. Salzano
                           Title: Director
                                  Banking Products Services, US
<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        WACHOVIA BANK, NA, individually and as Documentation
                        Agent,



                        by /s/ Douglas T. Davis
                           -----------------------------------------------
                           Name: Douglas T. Davis
                           Title: Director

<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        SUNTRUST BANK, individually and as Co-Agent,



                        by /s/ Bill Priester
                           -----------------------------------------------
                           Name: Bill Priester
                           Title: Vice President

<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        THE BANK OF NEW YORK,



                        by /s/ Christopher T. Kordes
                           -----------------------------------------------
                           Name: Christopher T. Kordes
                           Title: Vice President

<PAGE>


                        Signature Page to King Pharmaceuticals, Inc.
                        2002 Credit Agreement


                        FIRST TENNESSEE BANK NATIONAL ASSOCIATION,



                        by /s/ David L. Wagner
                           -----------------------------------------------
                           Name: David L. Wagner
                           Title: Community Bank President