Exhibit 10.1

                                               Published CUSIP Number: 104577AD3

                                                               EXECUTION VERSION
--------------------------------------------------------------------------------

                                  $110,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                         BRADLEY PHARMACEUTICALS, INC.,
                                  as Borrower,

                                       and

                      CERTAIN SUBSIDIARIES OF THE BORROWER,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                              JPMORGAN CHASE BANK,
                              as Syndication Agent

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Documentation Agent

                          Dated as of November 14, 2005

                         WACHOVIA CAPITAL MARKETS, LLC,
                   as Sole Lead Arranger and Sole Book Runner

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


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I  DEFINITIONS.........................................................1
      Section 1.1    Defined Terms.............................................1
      Section 1.2    Other Definitional Provisions............................28
      Section 1.3    Accounting Terms.........................................28
      Section 1.4    Time References..........................................28

ARTICLE II  THE LOANS; AMOUNT AND TERMS.......................................29
      Section 2.1    Revolving Loans..........................................29
      Section 2.2    Term Loan................................................31
      Section 2.3    Letter of Credit Subfacility.............................33
      Section 2.4    Swingline Loan Subfacility...............................37
      Section 2.5    Fees.....................................................39
      Section 2.6    Commitment Reductions....................................39
      Section 2.7    Prepayments..............................................40
      Section 2.8    Lending Offices..........................................43
      Section 2.9    Default Rate.............................................43
      Section 2.10   Conversion Options.......................................43
      Section 2.11   Computation of Interest and Fees.........................44
      Section 2.12   Pro Rata Treatment and Payments..........................45
      Section 2.13   Non-Receipt of Funds by the Administrative Agent.........47
      Section 2.14   Inability to Determine Interest Rate.....................48
      Section 2.15   Illegality...............................................48
      Section 2.16   Requirements of Law......................................49
      Section 2.17   Indemnity................................................50
      Section 2.18   Taxes....................................................51
      Section 2.19   Indemnification; Nature of Issuing
                       Lender's Duties........................................53

ARTICLE III  REPRESENTATIONS AND WARRANTIES...................................54
      Section 3.1    Financial Condition......................................54
      Section 3.2    No Change................................................55
      Section 3.3    Corporate Existence; Compliance with Law.................55
      Section 3.4    Corporate Power; Authorization;
                       Enforceable Obligations................................56
      Section 3.5    No Legal Bar; No Default.................................57
      Section 3.6    No Material Litigation...................................57
      Section 3.7    Investment Company Act; PUHCA; Etc.......................57
      Section 3.8    Margin Regulations.......................................57
      Section 3.9    ERISA....................................................58
      Section 3.10   Environmental Matters....................................58
      Section 3.11   Use of Proceeds..........................................59
      Section 3.12   Subsidiaries; Joint Ventures; Partnerships...............59
      Section 3.13   Ownership................................................60
      Section 3.14   Indebtedness.............................................60
      Section 3.15   Taxes....................................................60
      Section 3.16   Intellectual Property....................................60


                                       i
<PAGE>

      Section 3.17   Solvency.................................................61
      Section 3.18   Investments..............................................61
      Section 3.19   Location of Collateral...................................61
      Section 3.20   Brokers' Fees............................................62
      Section 3.21   Labor Matters............................................62
      Section 3.22   Security Documents.......................................62
      Section 3.23   Accuracy and Completeness of Information.................62
      Section 3.24   Fraud and Abuse..........................................63
      Section 3.25   Licensing and Accreditation..............................63
      Section 3.26   Other Regulatory Protection..............................63
      Section 3.27   Material Contracts.......................................64
      Section 3.28   Insurance................................................64
      Section 3.29   Reimbursement from Third Party Payors....................64
      Section 3.30   Other Agreements.........................................64
      Section 3.31   Classification as Senior Indebtedness....................65
      Section 3.32   Foreign Assets Control Regulations, Etc..................65
      Section 3.33   Compliance with OFAC Rules and Regulations...............65

ARTICLE IV  CONDITIONS PRECEDENT..............................................65
      Section 4.1    Conditions to Closing Date and
                       Initial Extensions of Credit...........................65
      Section 4.2    Conditions to All Extensions of Credit...................71

ARTICLE V  AFFIRMATIVE COVENANTS..............................................72
      Section 5.1    Financial Statements.....................................72
      Section 5.2    Certificates; Other Information..........................74
      Section 5.3    Payment of Obligations...................................75
      Section 5.4    Conduct of Business and Maintenance of Existence.........75
      Section 5.5    Maintenance of Property; Insurance.......................75
      Section 5.6    Inspection of Property; Books and Records;
                       Discussions............................................76
      Section 5.7    Notices..................................................76
      Section 5.8    Environmental Laws.......................................78
      Section 5.9    Financial Covenants......................................78
      Section 5.10   Additional Guarantors....................................79
      Section 5.11   Compliance with Law......................................79
      Section 5.12   Pledged Assets...........................................80
      Section 5.13   Covenants Regarding Patents,
                       Trademarks and Copyrights..............................80
      Section 5.14   Post-Closing Covenants...................................82

ARTICLE VI  NEGATIVE COVENANTS................................................82
      Section 6.1    Indebtedness.............................................83
      Section 6.2    Liens....................................................84
      Section 6.3    Nature of Business.......................................84
      Section 6.4    Consolidation, Merger, Sale or
                       Purchase of Assets, etc................................84
      Section 6.5    Advances, Investments and Loans..........................85
      Section 6.6    Transactions with Affiliates.............................85
      Section 6.7    Ownership of Subsidiaries; Restrictions..................85
      Section 6.8    Fiscal Year; Organizational Documents;
                       Material Contracts.....................................86
      Section 6.9    Limitation on Restricted Actions.........................86


                                       ii
<PAGE>

      Section 6.10   Restricted Payments......................................86
      Section 6.11   Sale Leasebacks..........................................87
      Section 6.12   No Further Negative Pledges..............................87
      Section 6.13   Operating Lease Obligations..............................87
      Section 6.14   Deposit Account Control Agreements;
                       Additional Bank Accounts...............................87

ARTICLE VII  EVENTS OF DEFAULT................................................88
      Section 7.1    Events of Default........................................88
      Section 7.2    Acceleration; Remedies...................................91

ARTICLE VIII  THE AGENT.......................................................92
      Section 8.1    Appointment..............................................92
      Section 8.2    Delegation of Duties.....................................92
      Section 8.3    Exculpatory Provisions...................................92
      Section 8.4    Reliance by Administrative Agent.........................93
      Section 8.5    Notice of Default........................................93
      Section 8.6    Non-Reliance on Administrative Agent and
                       Other Lenders..........................................94
      Section 8.7    Indemnification..........................................94
      Section 8.8    Administrative Agent in Its Individual Capacity..........95
      Section 8.9    Successor Administrative Agent...........................95
      Section 8.10   Other Agents.............................................96
      Section 8.11   Releases.................................................96

ARTICLE IX  MISCELLANEOUS.....................................................96
      Section 9.1    Amendments, Waivers and Release of Collateral............96
      Section 9.2    Notices..................................................98
      Section 9.3    No Waiver; Cumulative Remedies..........................100
      Section 9.4    Survival of Representations and Warranties..............100
      Section 9.5    Payment of Expenses and Taxes...........................100
      Section 9.6    Successors and Assigns; Participations;
                      Purchasing Lenders.....................................101
      Section 9.7    Adjustments; Set-off....................................105
      Section 9.8    Table of Contents and Section Headings..................106
      Section 9.9    Counterparts............................................106
      Section 9.10   Effectiveness...........................................106
      Section 9.11   Severability............................................106
      Section 9.12   Integration.............................................106
      Section 9.13   Governing Law...........................................106
      Section 9.14   Consent to Jurisdiction and Service of Process..........107
      Section 9.15   Arbitration.............................................107
      Section 9.16   Confidentiality.........................................108
      Section 9.17   Acknowledgments.........................................109
      Section 9.18   Waivers of Jury Trial; Waiver of
                       Consequential Damages.................................110
      Section 9.19   Patriot Act Notice......................................110

ARTICLE X  GUARANTY..........................................................110
      Section 10.1   The Guaranty............................................110
      Section 10.2   Bankruptcy..............................................111
      Section 10.3   Nature of Liability.....................................111
      Section 10.4   Independent Obligation..................................112


                                      iii
<PAGE>

      Section 10.5   Authorization...........................................112
      Section 10.6   Reliance................................................112
      Section 10.7   Waiver..................................................112
      Section 10.8   Limitation on Enforcement...............................114
      Section 10.9   Confirmation of Payment.................................114


                                       iv
<PAGE>

Schedules
---------

Schedule 1.1-1                      Account Designation Letter
Schedule 1.1-2                      Permitted Investments
Schedule 1.1-3                      Permitted Liens
Schedule 2.1(b)(i)                  Form of Notice of Borrowing
Schedule 2.1(e)                     Form of Revolving Note
Schedule 2.2(d)                     Form of Term Note
Schedule 2.4(d)                     Form of Swingline Note
Schedule 2.10                       Form of Notice of Conversion/Extension
Schedule 2.18                       Tax Exempt Certificate
Schedule 3.12                       Subsidiaries
Schedule 3.16                       Intellectual Property
Schedule 3.19(a)                    Location of Real Property
Schedule 3.19(b)                    Location of Collateral
Schedule 3.19(c)                    Chief Executive Offices
Schedule 3.21                       Labor Matters
Schedule 3.27                       Material Contracts
Schedule 3.28                       Insurance
Schedule 4.1-1                      Form of Secretary's Certificate
Schedule 4.1-2                      Litigation
Schedule 4.1-3                      Form of Solvency Certificate
Schedule 4.1-4                      Mortgaged Properties
Schedule 4.1-5                      Closing EBITDA
Schedule 5.10                       Form of Joinder Agreement
Schedule 6.1(b)                     Indebtedness
Schedule 6.14                       Deposit and Securities Accounts
Schedule 9.6(c)                     Form of Commitment Transfer Supplement


                                       v
<PAGE>

      AMENDED AND  RESTATED  CREDIT  AGREEMENT,  dated as of November  14, 2005,
among BRADLEY  PHARMACEUTICALS,  INC., a Delaware  corporation (the "Borrower"),
those Domestic  Subsidiaries of the Borrower  identified as a "Guarantor" on the
signature  pages hereto and such other Domestic  Subsidiaries of the Borrower as
may  from  time  to  time  become  a  party  hereto  (each  a  "Guarantor"  and,
collectively,  the "Guarantors"),  the several banks,  financial institutions or
other  investment  entities as are,  or may from time to time become  parties to
this Credit Agreement (each a "Lender" and,  collectively,  the "Lenders"),  and
WACHOVIA  BANK,  NATIONAL  ASSOCIATION,  a  national  banking  association,   as
administrative   agent  for  the  Lenders  hereunder  (in  such  capacity,   the
"Administrative Agent").

                              W I T N E S S E T H:
                              --------------------

      WHEREAS, the Borrower,  the Guarantors,  the lenders party thereto and the
Administrative  Agent are parties to that certain Credit  Agreement  dated as of
September 28, 2004 (as amended,  supplemented or otherwise modified from time to
time prior to the date hereof, the "Existing Credit Agreement"); and

      WHEREAS,  the Borrower  desires to amend the Existing Credit  Agreement as
set forth herein and to restate the Existing Credit Agreement in its entirety to
read as follows; and

      WHEREAS,  the Borrower has requested that the Lenders make loans and other
financial accommodations to the Borrower in the amount of up to $110,000,000, as
more particularly described herein; and

      WHEREAS,  the Lenders  have agreed to make such loans and other  financial
accommodations to the Borrower on the terms and conditions contained herein.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1 Defined Terms.

      As used in this Credit  Agreement,  terms  defined in the preamble to this
Credit  Agreement have the meanings therein  indicated,  and the following terms
have the following meanings:

      "ABR Default Rate" shall mean the Alternate  Base Rate plus the Applicable
Percentage with respect to Alternate Base Rate Loans plus two percent (2%).

      "Accessible  Borrowing  Availability"  shall  mean,  as  of  any  date  of
determination, the amount that the Borrower is able to borrow on such date under
the Revolving Committed


                                       1
<PAGE>

Amount without a Default or Event of Default  occurring or existing after giving
pro forma effect to such borrowing.

      "Account  Designation  Letter" shall mean the Account  Designation  Letter
dated as of the  Closing  Date from the  Borrower  to the  Administrative  Agent
substantially in the form attached hereto as Schedule 1.1-1.

      "Additional  Credit Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.10.

      "Administrative  Agent"  shall  have the  meaning  set  forth in the first
paragraph of this Credit  Agreement  and shall  include any  successors  in such
capacity.

      "Administrative  Details Form" shall mean,  with respect to any Lender,  a
document  containing such Lender's  contact  information for purposes of notices
provided  under this  Credit  Agreement  and  account  details  for  purposes of
payments made to such Lender under this Credit Agreement.

      "Affiliate"  shall mean as to any Person,  any other Person (excluding any
Subsidiary) which,  directly or indirectly,  is in control of, is controlled by,
or is under common control with, such Person. For purposes of this definition, a
Person shall be deemed to be "controlled by" a Person if such Person  possesses,
directly or  indirectly,  power either (a) to vote ten percent  (10%) or more of
the Capital Stock having  ordinary voting power for the election of directors of
such  Person  or (b) to  direct or cause the  direction  of the  management  and
policies of such Person whether by contract or otherwise.

      "Agreement"  or "Credit  Agreement"  shall mean this  Amended and Restated
Credit  Agreement,  as  amended,  modified,   restated,  amended  and  restated,
extended,  replaced,  increased or supplemented  from time to time in accordance
with its terms.

      "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%. For purposes  hereof:
"Prime Rate" shall mean,  at any time,  the rate of interest per annum  publicly
announced  from time to time by Wachovia at its  principal  office in Charlotte,
North  Carolina  as its prime  rate.  Each  change in the  Prime  Rate  shall be
effective as of the opening of business on the day such change in the Prime Rate
occurs.  The parties  hereto  acknowledge  that the rate  announced  publicly by
Wachovia as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its  customers  or other banks;  and "Federal
Funds Effective Rate" shall mean, for any day, the weighted average 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 on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three (3)
federal funds brokers of recognized  standing  selected by it. If for any reason
the  Administrative  Agent shall have determined (which  determination  shall be
conclusive in the absence of manifest  error) that it is unable to ascertain the
Federal Funds Effective Rate, for any


                                       2
<PAGE>

reason, including the inability or failure of the Administrative Agent to obtain
sufficient  quotations in  accordance  with the terms,  the Alternate  Base Rate
shall be determined  without  regard to clause (b) of the first sentence of this
definition,  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  opening of
business on the date of such change.

      "Alternate  Base Rate  Loans"  shall mean Loans that bear  interest  at an
interest rate based on the Alternate Base Rate.

      "Applicable  Percentage"  shall mean,  for any day, the rate per annum set
forth  below,  it  being  understood  that  the  Applicable  Percentage  for (a)
Revolving Loans and Term Loans that are Alternate Base Rate Loans shall be 3.00%
at all times,  (b) Revolving  Loans and Term Loans that are LIBOR Rate Loans and
the  Letter of Credit Fee shall be 4.00% at all times,  (c) the  Commitment  Fee
shall be 0.50% at all times.

      "Approved Fund" shall mean, with respect to any Lender,  any fund or trust
or entity  that  invests  in  commercial  bank loans in the  ordinary  course of
business and is advised or managed by (i) such Lender, (ii) an Affiliate of such
Lender,  (iii)  any  other  Lender  or any  Affiliate  thereof  or (iv) the same
investment advisor as any Person described in clauses (i) - (iii).

      "Arranger" shall mean Wachovia Capital Markets, LLC, as Sole Lead Arranger
and Sole Book Runner, together with its successors and/or assigns.

      "Asset Disposition" shall mean the disposition of any or all of the assets
(including,  without  limitation,  the  Capital  Stock  of a  Subsidiary  or any
ownership  interest in a joint  venture) of any Credit  Party or any  Subsidiary
whether by sale, lease,  transfer or otherwise,  in a single transaction or in a
series of transactions.  The term "Asset  Disposition" shall not include (i) the
sale,  lease,  transfer  or other  disposition  of assets  permitted  by Section
6.4(a)(i), (ii), (iii)(A), (iv) or (v) hereof or (ii) any Equity Issuance.

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

      "Bankruptcy  Event" shall mean the occurrence of an Event of Default under
Section 7.1(f).

      "Borrower" shall have the meaning set forth in the first paragraph of this
Credit Agreement.

      "Borrowing Date" shall mean, in respect of any Loan, the date such Loan is
made.

      "Business" shall have the meaning set forth in Section 3.10(b).

      "Business Day" shall mean a day other than a Saturday, Sunday or other day
on which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or


                                       3
<PAGE>

required by law to close; provided, however, that when used in connection with a
rate  determination,  borrowing or payment in respect of a LIBOR Rate Loan,  the
term "Business Day" shall also exclude any day on which banks in London, England
are not open for dealings in Dollar deposits in the London interbank market.

      "Capital  Lease" shall mean any lease of property,  real or personal,  the
obligations  with respect to which are required to be  capitalized  on a balance
sheet of the lessee in accordance with GAAP.

      "Capital Lease  Obligations"  shall mean the capitalized lease obligations
relating to a Capital Lease determined in accordance with GAAP.

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

      "Cash  Equivalents" shall mean (i) securities issued or directly and fully
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support  thereof) having  maturities of not more
than twelve (12) months from the date of acquisition ("Government Obligations"),
(ii) Dollar  denominated  (or foreign  currency  fully  hedged)  time  deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit  of (y) any  domestic  commercial  bank of  recognized  standing  having
capital and surplus in excess of $250,000,000  or (z) any bank whose  short-term
commercial  paper rating from S&P is at least A-1 or the  equivalent  thereof or
from Moody's is at least P-1 or the  equivalent  thereof (any such bank being an
"Approved  Bank"),  in each case with  maturities of not more than 364 days from
the date of acquisition, (iii) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent  company  thereof) or any variable
rate notes issued by, or  guaranteed by any domestic  corporation  rated A-1 (or
the equivalent  thereof) or better by S&P or P-1 (or the equivalent  thereof) or
better by Moody's and maturing within six (6) months of the date of acquisition,
(iv) repurchase  agreements with a bank or trust company (including a Lender) or
a  recognized  securities  dealer  having  capital  and  surplus  in  excess  of
$500,000,000 for direct  obligations issued by or fully guaranteed by the United
States of  America,  (v)  obligations  of any state of the United  States or any
political  subdivision  thereof for the payment of the principal and  redemption
price of and  interest  on which  there  shall have been  irrevocably  deposited
Government  Obligations  maturing as to  principal  and interest at times and in
amounts  sufficient to provide such payment,  (vi) auction preferred stock rated
in the highest  short-term  credit rating category by S&P or Moody's,  and (vii)
money market accounts subject to Rule 2a-7 of the Securities  Exchange Act ("SEC
Rule 2a-7") which consist  primarily of cash and cash  equivalents  set forth in
clauses (i) through  (vi) above and of which 95% shall at all times be comprised
of First Tier Securities (as defined in SEC Rule 2a-7) and any remaining  amount
shall at all times be  comprised  of Second Tier  Securities  (as defined in SEC
Rule 2a-7).


                                       4
<PAGE>

      "CHAMPUS"  shall mean the United  States  Department  of Defense  Civilian
Health and Medical Program of the United States.

      "Change of Control" shall mean the occurrence of any of the following: (a)
any  "person" or "group"  (within the meaning of Sections  13(d) and 14(d)(2) of
the Securities  Exchange Act) becomes the "beneficial owner" (as defined in Rule
l3d-3 under the Securities  Exchange Act) of more than twenty-five percent (25%)
of then  outstanding  Voting  Stock of the  Borrower,  measured by voting  power
rather than the number of shares,  but shall not include any  transfer of Voting
Stock of the  Borrower by Daniel  Glassman for estate  planning  purposes to any
family members of Daniel Glassman,  or an entity  controlled by any thereof or a
trust for the benefit of any thereof so long as Daniel Glassman remains chairman
of the board of  directors  and chief  executive  officer of the  Borrower;  (b)
Continuing  Directors shall cease for any reason to constitute a majority of the
members  of the board of  directors  of the  Borrower  then in office or (c) the
occurrence  of a "Change of Control"  (or any  comparable  term)  under,  and as
defined in, the documents evidencing or governing any Subordinated Indebtedness.

      "Closing Date" shall mean the date of this Credit Agreement.

      "CMS" shall mean the Center for  Medicare  and  Medicaid  Services and any
successor thereto.

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

      "Collateral" shall mean a collective  reference to the collateral which is
identified  in, and at any time will be covered by, the Security  Documents  and
any  other  collateral  that may  from  time to time  secure  the  Credit  Party
Obligations.

      "Compliance  Certificate"  shall  have the  meaning  set forth in  Section
5.2(b).

      "Commitment" shall mean the Revolving Commitment,  the LOC Commitment, the
Term Loan Commitment and the Swingline Commitment, individually or collectively,
as appropriate.

      "Commitment Fee" shall have the meaning set forth in Section 2.5(a).

      "Commitment  Percentage"  shall mean the Revolving  Commitment  Percentage
and/or the Term Loan Commitment Percentage, as appropriate.

      "Commitment  Period" shall mean (a) with respect to Revolving  Loans,  the
period  from and  including  the Closing  Date to but  excluding  the  Revolving
Commitment  Termination  Date and (b) with  respect to  Letters  of Credit,  the
period from and  including  the Closing Date to but  excluding  the date that is
thirty (30) days prior to the Revolving Commitment Termination Date.

      "Commitment   Transfer   Supplement"  shall  mean  a  Commitment  Transfer
Supplement, substantially in the form of Schedule 9.6(c).


                                       5
<PAGE>

      "Commonly  Controlled  Entity"  shall  mean  an  entity,  whether  or  not
incorporated, which is under common control with the Borrower within the meaning
of Section  4001 of ERISA or is part of a group which  includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

      "Consolidated  Capital  Expenditures"  shall  mean,  for any  period,  all
capital  expenditures  of the Borrower and its  Subsidiaries  on a  consolidated
basis for such period, as determined in accordance with GAAP.

      "Consolidated  EBITDA"  shall  mean,  for  any  period,  the  sum  of  (i)
Consolidated  Net  Income for such  period,  plus (ii) an amount  which,  in the
determination of Consolidated Net Income for such period,  has been deducted for
(A) Consolidated  Interest Expense, (B) total federal,  state, local and foreign
income,  value  added  and  similar  taxes  and (C)  depreciation,  amortization
expense,  all  as  determined  in  accordance  with  GAAP.  Notwithstanding  the
foregoing,  for  purposes  of  calculating  Consolidated  EBITDA  for the fiscal
quarters  ending  September  30,  2005,  December  31, 2005 and March 31,  2006,
Consolidated  EBITDA shall be determined by annualizing such calculations during
such fiscal quarters such that (i) for the calculation of Consolidated EBITDA as
of  September  30,  2005,  Consolidated  EBITDA  for the fiscal  quarter  ending
September 30, 2005 would be multiplied by four (4), (ii) for the  calculation of
Consolidated  EBITDA as of December  31, 2005,  Consolidated  EBITDA for the two
fiscal  quarter  period then ending would be multiplied by two (2) and (iii) for
the calculation of Consolidated EBITDA as of March 31, 2006, Consolidated EBITDA
for the three fiscal  quarter  period then ending would be multiplied by one and
one-third (1 1/3).

      "Consolidated  Interest Expense" shall mean, for any period,  all interest
expense of the Borrower and its Subsidiaries (including, without limitation, the
interest  component under Capital Leases and any synthetic  lease, tax retention
operating lease,  off-balance sheet loan or similar  off-balance sheet financing
product, but excluding interest income), as determined in accordance with GAAP.

      "Consolidated  Net  Income"  shall  mean,  for  any  period,   net  income
(excluding extraordinary losses up to $3,000,000 in any twelve (12) month period
and excluding  extraordinary  gains) after taxes for such period of the Borrower
and its  Subsidiaries on a consolidated  basis, as determined in accordance with
GAAP.

      "Consolidated Working Capital" shall mean, for any period, (i) all current
assets of the Borrower and its  Subsidiaries on a consolidated  basis minus (ii)
all current  liabilities of the Borrower and its  Subsidiaries on a consolidated
basis, as determined in accordance with GAAP.

      "Continuing  Directors" shall mean, during any period of up to twenty-four
(24) consecutive  months  commencing after the Closing Date,  individuals who at
the  beginning  of such  twenty-four  (24) month  period were  directors  of the
Borrower  (together with any new director whose election by the Borrower's board
of directors or whose nomination for election by the Borrower's shareholders was
approved by a vote of at least  two-thirds of the directors then still in office
who either were  directors at the beginning of such period or whose  election or
nomination for election was previously so approved).


                                       6
<PAGE>

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

      "Convertible  Bonds"  shall mean the  securities  issued  pursuant  to the
following:  (i) the  Indenture,  dated June 11,  2003,  between the Borrower and
American Stock Transfer & Trust Company, (ii) the First Supplemental  Indenture,
dated as of July 24, 2003,  between the Borrower and American  Stock  Transfer &
Trust Company,  (iii) the Registration  Rights  Agreement,  dated as of June 11,
2003,  between  Borrower and UBS  Securities LLC and Raymond James & Associates,
Inc. (for whom UBS  Securities  LLC is acting as  representative),  and (iv) the
Registration  Rights Agreement,  dated as of July 24, 2003, between Borrower and
UBS Securities LLC and Raymond James & Associates, Inc. (for whom UBS Securities
LLC is acting as representative).

      "Copyright  Licenses" shall mean any written  agreement  naming any Credit
Party as licensor and granting any right under any Copyright including,  without
limitation, any thereof referred to in Schedule 3.16.

      "Copyrights"  shall  mean  (a) all  registered  copyrights  of the  Credit
Parties and their  Subsidiaries in all Works, now existing or hereafter  created
or acquired,  all registrations and recordings thereof,  and all applications in
connection therewith, including, without limitation,  registrations,  recordings
and  applications in the United States Copyright Office or in any similar office
or agency of the United  States,  any state  thereof or any other country or any
political subdivision thereof, or otherwise including,  without limitation,  any
thereof  referred to in Schedule 3.16, and (b) all renewals  thereof  including,
without limitation, any thereof referred to in Schedule 3.16.

      "Credit  Documents" shall mean this Credit  Agreement,  each of the Notes,
any Joinder Agreement, the LOC Documents and the Security Documents.

      "Credit Party" shall mean any of the Borrower or the Guarantors.

      "Credit Party Obligations" shall mean, without duplication, (a) all of the
obligations,  indebtedness  and liabilities of the Credit Parties to the Lenders
(including the Issuing Lender) and the Administrative  Agent,  whenever arising,
under this  Credit  Agreement,  the Notes or any of the other  Credit  Documents
(including,  but not limited to, any interest accruing after the occurrence of a
filing of a petition of bankruptcy under the Bankruptcy Code with respect to any
Credit Party,  regardless of whether such interest is an allowed claim under the
Bankruptcy  Code) and (b) solely for purposes of the Security  Documents and the
Guaranty,  all liabilities and  obligations,  whenever  arising,  owing from any
Credit  Party or any of their  Subsidiaries  to any Hedging  Agreement  Provider
arising under any Secured Hedging Agreement.

      "Debt Issuance" shall mean the issuance of any  Indebtedness  for borrowed
money by any Credit Party or any of its  Subsidiaries  (excluding,  for purposes
hereof, any Equity Issuance or


                                       7
<PAGE>

any  Indebtedness  of any  Credit  Party and its  Subsidiaries  permitted  to be
incurred pursuant to Section 6.1 hereof).

      "Default" shall mean any event which would constitute an Event of Default,
whether or not any requirement for the giving of notice or the lapse of time, or
both,  or any other  condition  with respect to such Event of Default,  has been
satisfied.

      "Defaulting Lender" shall mean, at any time, any Lender that, at such time
(a) has  failed to make a Loan  required  pursuant  to the terms of this  Credit
Agreement,  including the funding of a Participation Interest in accordance with
the  terms  hereof,  (b) has  failed to pay to the  Administrative  Agent or any
Lender an  amount  owed by such  Lender  pursuant  to the  terms of this  Credit
Agreement,  or (c)  has  been  deemed  insolvent  or  has  become  subject  to a
bankruptcy  or  insolvency  proceeding  or to a  receiver,  trustee  or  similar
official.

      "Deposit Account Control Agreement" shall mean an agreement among a Credit
Party, a depository  institution,  and the Administrative Agent, which agreement
is in a form  acceptable  to the  Administrative  Agent and which  provides  the
Administrative  Agent with  "control"  (as such term is used in Article 9 of the
Uniform  Commercial Code) over the deposit accounts  described  therein,  as the
same may be amended,  restated,  supplemented,  extended,  replaced or otherwise
modified from time to time.

      "Dollars"  and "$" shall  mean  dollars in lawful  currency  of the United
States of America.

      "Domestic Lending Office" shall mean, initially, the office of each Lender
designated  as  such  Lender's   Domestic   Lending   Office  in  such  Lender's
Administrative Details Form; and thereafter, such other office of such Lender as
such Lender may from time to time  specify to the  Administrative  Agent and the
Borrower as the office of such Lender at which Alternate Base Rate Loans of such
Lender are to be made.

      "Domestic  Subsidiary"  shall mean any  Subsidiary  that is organized  and
existing  under  the laws of the  United  States  or any  state or  commonwealth
thereof or under the laws of the District of Columbia.

      "Environmental  Laws" shall mean any and all applicable foreign,  Federal,
state,  local  or  municipal  laws,  rules,   orders,   regulations,   statutes,
ordinances,  codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including  common law)  regulating,  relating to or imposing
liability or standards of conduct  concerning  protection of human health or the
environment,  as now or may at any  time be in  effect  during  the term of this
Credit Agreement.

      "Equity  Issuance"  shall mean any  issuance  by any  Credit  Party or any
Subsidiary  to any Person which is not a Credit Party of (a) shares or interests
of its Capital Stock,  (b) any shares or interests of its Capital Stock pursuant
to the exercise of options or warrants (including, without limitation,  employee
stock options), (c) any shares or interests of its Capital Stock pursuant to the
conversion of any debt  securities to equity or (d) warrants or options or other
similar rights which are exercisable for or convertible into shares or interests
of its Capital Stock. The term


                                       8
<PAGE>

"Equity  Issuance"  shall  not  include  (i) any  Asset  Disposition,  (ii) Debt
Issuance or (iii) any equity  issuance to  officers or  employees  of any Credit
Party.

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

      "Eurodollar  Reserve  Percentage"  shall mean for any day, the  percentage
(expressed as a decimal and rounded  upwards,  if necessary,  to the next higher
1/100th  of 1%) which is in effect  for such day as  prescribed  by the  Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic,  supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

      "Event of Default" shall mean any of the events  specified in Section 7.1;
provided,  however, with respect to any such event, that any requirement for the
giving  of notice or the lapse of time,  or both,  or any other  condition  with
respect thereto, has been satisfied.

      "Excess  Cash Flow"  shall  mean,  with  respect to any fiscal year of the
Borrower,  for the Borrower and its  Subsidiaries  on a consolidated  basis,  an
amount equal to (a)  Consolidated  EBITDA for such period minus (b) Consolidated
Capital  Expenditures  for such period minus (c) Scheduled  Funded Debt Payments
made during such period minus (d) Consolidated  Interest Expense  (excluding any
Consolidated  Interest Expense  associated with  intercompany  indebtedness) for
such period minus (e) amounts paid in cash in respect of federal,  state,  local
and foreign  income taxes of the Borrower and its  Subsidiaries  with respect to
such  period  minus (f)  increases  in  Consolidated  Working  Capital  plus (g)
decreases in  Consolidated  Working  Capital minus (h) optional  prepayments  of
Revolving Loans (to the extent  accompanied by a corresponding  reduction of the
Revolving Commitments).

      "Extension of Credit"  shall mean, as to any Lender,  the making of a Loan
by such Lender or the  issuance of, or  participation  in, a Letter of Credit by
such Lender.

      "Federal  Funds  Effective  Rate"  shall have the meaning set forth in the
definition of "Alternate Base Rate".

      "Fee Letter" shall mean the letter agreement dated June 29, 2005 addressed
to the  Borrower  from  Wachovia  and the  Arranger,  as  amended,  modified  or
otherwise supplemented.

      "Fixed Charge Coverage Ratio" shall mean, with respect to the Borrower and
its Subsidiaries on a consolidated  basis for the twelve-month  period ending on
the  last  day  of  any  fiscal  quarter  of  the  Borrower,  the  ratio  of (i)
Consolidated EBITDA for such period minus Consolidated Capital Expenditures made
in cash during such period to the extent  permitted under this Credit  Agreement
to (ii) the sum of Consolidated Interest Expense made in cash during such period
to the extent  permitted under this Credit  Agreement plus Scheduled Funded Debt
Payments for such period plus total federal,  state,  local and foreign  income,
value  added and  similar  taxes paid or payable in cash during such period plus
Restricted Payments made during


                                       9
<PAGE>

such period.  Notwithstanding  the foregoing,  for purposes of  calculating  the
Fixed Charge Coverage Ratio for the fiscal  quarters ending  September 30, 2005,
December 31, 2005 and March 31, 2006,  the Fixed Charge  Coverage Ratio shall be
determined by annualizing Consolidated Interest Expense and the Scheduled Funded
Debt Payments  during such fiscal  quarters such that (i) for the calculation of
the Fixed Charge Coverage Ratio as of September 30, 2005,  Consolidated Interest
Expense and the  Scheduled  Funded Debt Payments for the fiscal  quarter  ending
September 30, 2005 would be multiplied by four (4), (ii) for the  calculation of
the Fixed Charge  Coverage Ratio as of December 31, 2005  Consolidated  Interest
Expense and the Scheduled Funded Debt Payments for the two fiscal quarter period
then ending would be multiplied by two (2) and (iii) for the  calculation of the
Fixed Charge Coverage Ratio as of March 31, 2006,  Consolidated Interest Expense
and the Scheduled  Funded Debt Payments for the three fiscal quarter period then
ending would be multiplied by one and one-third (1 1/3).

      "Flood  Hazard  Property"  shall  have the  meaning  set forth in  Section
4.1(e)(iv).

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

      "Fronting Fee" shall have the meaning set forth in Section 2.5(b).

      "Funded Debt" shall mean, with respect to any Person, without duplication,
(a) all  obligations of such Person for borrowed  money,  (b) all obligations of
such person evidenced by bonds,  debentures,  notes or similar  instruments,  or
upon which interest  payments are customarily  made, (c) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property  purchased  by  such  Person  (other  than  customary  reservations  or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations (including, without limitation, earnout
obligations) of such Person incurred, issued or assumed as the deferred purchase
price of property or services  purchased  by such Person  (other than trade debt
incurred in the ordinary course of business and due within six (6) months of the
incurrence thereof) which would appear as liabilities on a balance sheet of such
Person,  (e) the  principal  portion of all  obligations  of such  Person  under
Capital  Leases,  (f) all  obligations of such Person under Hedging  Agreements,
excluding any portion  thereof which would be accounted for as interest  expense
under GAAP,  (g) the maximum  amount of all letters of credit issued or bankers'
acceptances  facilities  created for the  account of such  Person  and,  without
duplication,  all drafts drawn thereunder (to the extent unreimbursed),  (h) all
preferred  Capital  Stock or other  equity  interests  issued by such Person and
which by the terms  thereof  could be (at the request of the holders  thereof or
otherwise)  subject to mandatory  sinking  fund  payments,  redemption  or other
acceleration,  (i) the principal balance  outstanding under any synthetic lease,
tax retention  operating lease,  off-balance  sheet loan or similar  off-balance
sheet financing product, (j) all Indebtedness of others of the type described in
clauses  (a)  through  (i)  hereof  secured  by (or for which the holder of such
Indebtedness has an existing right,  contingent or otherwise,  to be secured by)
any Lien on, or payable out of the proceeds of production  from,  property owned
or acquired by such Person,  whether or not the obligations secured thereby have
been  assumed,  (k) all  Guaranty  Obligations  of such Person  with  respect to
Indebtedness  of another Person of the type described in clauses (a) through (i)
hereof,  and (l) all  Indebtedness  of the type described in clauses (a) through
(i) hereof of any  partnership  or  unincorporated  joint  venture in which such
Person is a general partner or a joint venturer;  provided,  however,  that with
respect to Funded Debt of the Borrower and its


                                       10
<PAGE>

Subsidiaries,  Funded Debt shall not include Subordinated Indebtedness among the
Borrower and the Guarantors to the extent such Indebtedness  would be eliminated
on a consolidated basis.

      "GAAP" shall mean generally  accepted  accounting  principles in effect in
the United States of America applied on a consistent basis, subject, however, in
the case of determination of compliance with the financial  covenants set out in
Section 5.9 to the provisions of Section 1.3.

      "Government Acts" shall have the meaning set forth in Section 2.19(a).

      "Governmental Authority" shall mean any nation or government, any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

      "Guarantor"  shall have the  meaning set forth in the first  paragraph  of
this Credit Agreement.

      "Guaranty  Obligations"  shall mean,  with respect to any Person,  without
duplication,  any  obligations  of such Person (other than  endorsements  in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing  or intended to guarantee any  Indebtedness  of any other Person in
any manner,  whether direct or indirect,  and including  without  limitation any
obligation,  whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other  support  for the  payment  or  purchase  of any such  Indebtedness  or to
maintain  working  capital,  solvency or other balance  sheet  condition of such
other Person  (including  without  limitation keep well agreements,  maintenance
agreements,  comfort  letters or similar  agreements  or  arrangements)  for the
benefit of any holder of  Indebtedness  of such other Person,  (iii) to lease or
purchase Property,  securities or services primarily for the purpose of assuring
the holder of such  Indebtedness,  or (iv) to otherwise  assure or hold harmless
the holder of such Indebtedness  against loss in respect thereof.  The amount of
any Guaranty  Obligation  hereunder  shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum  principal  amount,  if larger) of the  Indebtedness in respect of which
such Guaranty Obligation is made.

      "Guaranty"  shall mean the guaranty of the Guarantors set forth in Article
X.

      "Hedging  Agreement  Provider"  shall mean any Person  that  enters into a
Secured Hedging Agreement with a Credit Party or any of its Subsidiaries that is
permitted by Section 6.1(e) to the extent such Person is a Lender,  an Affiliate
of a Lender or any other  Person that was a Lender (or an Affiliate of a Lender)
at the time it entered into the Secured Hedging Agreement but has ceased to be a
Lender  (or  whose  Affiliate  has  ceased  to be a  Lender)  under  the  Credit
Agreement;  provided,  in the case of a Secured Hedging  Agreement with a Person
who is no longer a Lender,  such Person shall be considered a Hedging  Agreement
Provider only through the stated maturity date (without extension or renewal) of
such Secured Hedging Agreement.

      "Hedging Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against  fluctuations  in interest rates, or
currency or raw materials values,  including,  without limitation,  any interest
rate swap, cap or collar agreement or similar


                                       11
<PAGE>

arrangement  between  such  Person and one or more  counterparties,  any foreign
currency exchange agreement, currency protection agreements,  commodity purchase
or option  agreements  or other  interest or exchange  rate or  commodity  price
hedging agreements.

      "Immaterial Subsidiary" shall mean any Subsidiary having (a) assets with a
book value of less than $100,000 and (b) EBITDA of less than $100,000 during the
immediately   preceding  four  (4)  fiscal  quarter  period,  as  calculated  in
accordance with GAAP.

      "Indebtedness"   shall  mean,   with   respect  to  any  Person,   without
duplication,  (a) all  obligations  of such Person for borrowed  money,  (b) all
obligations  of such Person  evidenced  by bonds,  debentures,  notes or similar
instruments,  or upon which  interest  payments are  customarily  made,  (c) all
obligations  of such Person  under  conditional  sale or other  title  retention
agreements  relating to property  purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary  course of business),  (d) all obligations  (including,  without
limitation,  earnout  obligations)  of such  Person  issued  or  assumed  as the
deferred purchase price of property or services  purchased by such Person (other
than trade debt  incurred in the ordinary  course of business and due within six
(6) months of the  incurrence  thereof)  which would appear as  liabilities on a
balance  sheet  of  such  Person,  (e) all  obligations  of  such  Person  under
take-or-pay or similar  arrangements or under  commodities  agreements,  (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,
or payable out of the proceeds of production from, property owned or acquired by
such Person,  whether or not the obligations  secured thereby have been assumed,
(g) all  Guaranty  Obligations  of such Person with respect to  Indebtedness  of
another  Person,  (h) the principal  portion of all  obligations  of such Person
under Capital Leases plus any accrued interest  thereon,  (i) all obligations of
such Person under Hedging  Agreements,  (j) the maximum amount of all letters of
credit issued or bankers' acceptances facilities created for the account of such
Person and,  without  duplication,  all drafts drawn  thereunder  (to the extent
unreimbursed),  (k) all preferred Capital Stock or other equity interests issued
by such  Person and which by the terms  thereof  could be (at the request of the
holders  thereof or  otherwise)  subject to  mandatory  sinking  fund  payments,
redemption or other  acceleration,  (l) the principal balance  outstanding under
any synthetic lease, tax retention  operating lease,  off-balance  sheet loan or
similar  off-balance  sheet financing product plus any accrued interest thereon,
and (m) the Indebtedness of any partnership or  unincorporated  joint venture in
which such Person is a general partner or a joint venturer.

      "Insolvency"  shall mean,  with  respect to any  Multiemployer  Plan,  the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

      "Insolvent" shall mean being in a condition of Insolvency.

      "Intellectual   Property"  shall  mean,   collectively,   all  Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses.

      "Interest  Payment Date" shall mean (a) as to any Alternate Base Rate Loan
or Swingline  Loan,  the last  Business Day of each March,  June,  September and
December during the term of this Credit Agreement and on the applicable Maturity
Date, (b) as to any LIBOR Rate Loan


                                       12
<PAGE>

having an  Interest  Period of three  (3)  months or less,  the last day of such
Interest Period,  (c) as to any LIBOR Rate Loan having an Interest Period longer
than three (3) months, (i) each three (3) month anniversary  following the first
day of such Interest  Period and (ii) the last day of such  Interest  Period and
(d) as to any Loan  which is the  subject  of a  mandatory  prepayment  required
pursuant to Section 2.7(b) hereof, the date of such prepayment.

      "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

            (i)  initially,  the  period  commencing  on the  Borrowing  Date or
      conversion  date, as the case may be, with respect to such LIBOR Rate Loan
      and ending one, two,  three or six (6) months  thereafter,  as selected by
      the Borrower in the Notice of Borrowing or Notice of  Conversion/Extension
      given with respect thereto; and

            (ii)  thereafter,  each  period  commencing  on the  last day of the
      immediately  preceding  Interest Period applicable to such LIBOR Rate Loan
      and ending one, two,  three or six (6) months  thereafter,  as selected by
      the Borrower by irrevocable  notice to the  Administrative  Agent not less
      than three (3)  Business  Days  prior to the last day of the then  current
      Interest Period with respect thereto;

                  provided  that the  foregoing  provisions  are  subject to the
                  following:

                  (A) if any  Interest  Period  pertaining  to a LIBOR Rate Loan
            would  otherwise  end on a day  that  is not a  Business  Day,  such
            Interest  Period shall be extended to the next  succeeding  Business
            Day  unless  the  result of such  extension  would be to carry  such
            Interest  Period  into  another  calendar  month in which event such
            Interest Period shall end on the immediately preceding Business Day;

                  (B) any Interest  Period  pertaining to a LIBOR Rate Loan that
            begins on the last Business Day of a calendar month (or on a day for
            which  there is no  numerically  corresponding  day in the  calendar
            month  at the end of such  Interest  Period)  shall  end on the last
            Business Day of the relevant calendar month;

                  (C) if the  Borrower  shall  fail to give  notice as  provided
            above,  the Borrower  shall be deemed to have  selected an Alternate
            Base Rate Loan to replace the affected LIBOR Rate Loan;

                  (D) any  Interest  Period in  respect  of any Loan that  would
            otherwise  extend beyond the  applicable  Maturity Date shall end on
            such  Maturity  Date,  and further with regard to the Term Loan,  no
            Interest  Period  shall  extend  beyond any  principal  amortization
            payment  date  unless the  portion of such Term Loan  consisting  of
            Alternate  Base Rate Loans  together  with the  portion of such Term
            Loan consisting of LIBOR Rate Loans with Interest  Periods  expiring
            prior to or concurrently  with the date such principal  amortization
            payment  date  is due,  is at  least  equal  to the  amount  of such
            principal amortization payment due on such date; and


                                       13
<PAGE>

                  (E) no more than five (5) LIBOR Rate Loans may be in effect at
            any time; provided that, for purposes hereof,  LIBOR Rate Loans with
            different  Interest  Periods shall be  considered as separate  LIBOR
            Rate  Loans,  even if they shall begin on the same date and have the
            same duration, although borrowings,  extensions and conversions may,
            in accordance with the provisions  hereof, be combined at the end of
            existing Interest Periods to constitute a new LIBOR Rate Loan with a
            single Interest Period.

      "Investment" shall mean all investments made directly or indirectly in, to
or from any  Person,  whether  in cash or by  acquisition  of shares of  Capital
Stock, property,  assets,  indebtedness or other obligations or securities or by
loan, advance, capital contribution or otherwise.

      "Issuing Lender" shall mean Wachovia and any successor in such capacity.

      "Issuing Lender Fees" shall have the meaning set forth in Section 2.5(c).

      "Joinder  Agreement" shall mean a Joinder  Agreement  substantially in the
form of Schedule 5.10,  executed and delivered by an Additional  Credit Party in
accordance with the provisions of Section 5.10.

      "Lender"  shall have the meaning set forth in the first  paragraph of this
Credit Agreement and shall include the Issuing Lender and the Swingline Lender.

      "Lender  Commitment  Letter" shall mean,  with respect to any Lender,  the
letter (or other  correspondence) to such Lender from the  Administrative  Agent
notifying such Lender of its LOC  Commitment,  Revolving  Commitment  Percentage
and/or Term Loan Commitment Percentage.

      "Letters of Credit"  shall mean any letter of credit issued by the Issuing
Lender  pursuant to the terms hereof,  as such letters of credit may be amended,
modified, extended, renewed or replaced from time to time.

      "Letter of Credit Fee" shall have the meaning set forth in Section 2.5(b).

      "Leverage  Ratio"  shall  mean,  with  respect  to the  Borrower  and  its
Subsidiaries on a consolidated  basis for the twelve-month  period ending on the
last day of any fiscal quarter of the Borrower,  the ratio of (a) Funded Debt of
the  Borrower  and  its  Subsidiaries  on the  last  day of such  period  to (b)
Consolidated EBITDA for such period.

      "LIBOR"  shall  mean,  for any  LIBOR  Rate Loan for any  Interest  Period
therefor,  the rate per annum  (rounded  upwards,  if necessary,  to the nearest
1/100 of 1%)  appearing  on Telerate  Page 3750 (or any  successor  page) as the
London  interbank  offered rate for deposits in Dollars at  approximately  11:00
A.M. (London time) two (2) Business Days prior to the first day of such Interest
Period for a term  comparable  to such Interest  Period.  If for any reason such
rate is not available,  the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor,


                                       14
<PAGE>

the rate per annum (rounded upwards,  if necessary,  to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London  interbank  offered rate for
deposits in Dollars at  approximately  11:00 A.M. (London time) two (2) Business
Days prior to the first day of such  Interest  Period for a term  comparable  to
such Interest Period;  provided,  however, if more than one rate is specified on
Reuters Screen LIBO Page, the  applicable  rate shall be the arithmetic  mean of
all such rates (rounded upwards, if necessary,  to the nearest 1/100 of 1%). If,
for any reason, neither of such rates is available,  then "LIBOR" shall mean the
rate per annum at which, as determined by the Administrative  Agent,  Dollars in
an amount  comparable  to the Loans then  requested are being offered to leading
banks at  approximately  11:00 A.M.  London time, two (2) Business Days prior to
the commencement of the applicable Interest Period for settlement in immediately
available  funds by leading  banks in the London  interbank  market for a period
equal to the Interest Period selected.

      "LIBOR Lending  Office" shall mean,  initially,  the office of each Lender
designated as such Lender's LIBOR Lending Office in such Lender's Administrative
Details Form;  and  thereafter,  such other office of such Lender as such Lender
may from time to time  specify to the  Administrative  Agent and the Borrower as
the office of such Lender at which the LIBOR Rate Loans of such Lender are to be
made.

      "LIBOR Rate" shall mean a rate per annum (rounded  upwards,  if necessary,
to the  next  higher  1/100th  of 1%)  determined  by the  Administrative  Agent
pursuant to the following formula:

                                                LIBOR
                  LIBOR Rate = ------------------------------------
                               1.00 - Eurodollar Reserve Percentage

      "LIBOR  Rate Loan"  shall mean Loans the rate of  interest  applicable  to
which is based on the LIBOR Rate.

      "Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing).

      "Loan"  shall mean a  Revolving  Loan,  the Term Loan,  and/or a Swingline
Loan, as appropriate.

      "LOC Commitment"  shall mean the commitment of the Issuing Lender to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender
to purchase participation interests in the Letters of Credit up to such Lender's
LOC Commitment as specified in the Lender Commitment  Letter, as such amount may
be reduced from time to time in accordance with the provisions hereof.

      "LOC Committed Amount" shall mean,  collectively,  the aggregate amount of
all of the LOC Commitments of the Lenders to issue and participate in Letters of
Credit as referenced in


                                       15
<PAGE>

Section 2.2 and,  individually,  the amount of each  Lender's LOC  Commitment as
specified  in  its  Lender  Commitment  Letter  or in  the  Commitment  Transfer
Supplement.

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

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

      "Mandatory  LOC  Borrowing"  shall have the  meaning  set forth in Section
2.3(e).

      "Mandatory  Swingline  Borrowing"  shall  have the  meaning  set  forth in
Section 2.4(b)(ii).

      "Material  Adverse Effect" shall mean a material adverse effect on (a) the
business, operations,  property, condition (financial or otherwise) or prospects
of the  Borrower  or of the Credit  Parties  and their  Subsidiaries  taken as a
whole,  (b)  the  ability  of the  Borrower  or any  Guarantor  to  perform  its
obligations,  when such  obligations  are required to be  performed,  under this
Credit  Agreement,  any of the Notes or any  other  Credit  Document  or (c) the
validity or enforceability of this Credit Agreement,  any of the Notes or any of
the other Credit Documents or the rights or remedies of the Administrative Agent
or the Lenders hereunder or thereunder.

      "Material Contract" shall mean any contract or other arrangement,  whether
written or oral, to which any Credit Party or any of its Subsidiaries is a party
as to which the breach, nonperformance,  cancellation or failure to renew by any
party thereto could reasonably be expected to have a Material Adverse Effect.

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

      "Maturity Date" shall mean the Revolving  Commitment  Termination  Date or
the Term Loan Maturity Date, as applicable.

      "Medicaid"  shall mean that  entitlement  program  under  Title XIX of the
Social  Security  Act  that  provides  federal  grants  to  states  for  medical
assistance based on specific eligibility criteria.

      "Medicaid  Certification"  shall mean  certification  by a state agency or
other such entity administering the Medicaid program that a health care provider
or supplier is in compliance with


                                       16
<PAGE>

all the conditions of participation set forth in the Medicaid Regulations.

      "Medicaid Provider Agreement" shall mean an agreement entered into between
a state agency or other such entity  administering  the  Medicaid  program and a
health  care  provider  or  supplier  under  which the health  care  provider or
supplier agrees to provide services for Medicaid patients in accordance with the
terms of the agreement and Medicaid Regulations.

      "Medicaid Regulations" shall mean, collectively,  (i) all federal statutes
(whether  set  forth in  Title  XIX of the  Social  Security  Act or  elsewhere)
affecting the medical assistance program  established by Title XIX of the Social
Security Act and any statutes succeeding thereto; (ii) all applicable provisions
of all  federal  rules,  regulations,  manuals  and  orders of all  Governmental
Authorities promulgated pursuant to or in connection with the statutes described
in clause  (i) above and all  federal  administrative,  reimbursement  and other
guidelines of all Governmental  Authorities  having the force of law promulgated
pursuant to or in  connection  with the statutes  described in clause (i) above;
(iii) all state statutes and plans for medical  assistance enacted in connection
with the statutes and  provisions  described in clauses (i) and (ii) above;  and
(iv) all applicable provisions of all rules, regulations,  manuals and orders of
all Governmental  Authorities  promulgated pursuant to or in connection with the
statutes  described  in  clause  (iii)  above  and  all  state   administrative,
reimbursement  and other guidelines of all Governmental  Authorities  having the
force  of  law  promulgated  pursuant  to or in  connection  with  the  statutes
described in clause (ii) above, in each case as may be amended,  supplemented or
otherwise modified from time to time.

      "Medical Reimbursement Programs" shall mean Medicare, Medicaid and CHAMPUS
programs and any other healthcare program operated by or financed in whole or in
part by any foreign, domestic,  federal, state or local government and any other
non-government funded third party payor programs.

      "Medicare  Certification"  shall  mean  certification  by CMS or an entity
under  contract  with  CMS that the  health  care  provider  or  supplier  is in
compliance with all of the conditions of participation set forth in the Medicare
Regulations.

      "Medicare Provider Agreement" shall mean an agreement entered into between
CMS or other such entity  administering  the Medicare  program on behalf of CMS,
and a health care  provider or supplier  under which the health care provider or
supplier agrees to provide services for Medicare patients in accordance with the
terms of the agreement and Medicare Regulations.

      "Medicare" shall mean that government-sponsored  entitlement program under
Title XVIII of the Social  Security  Act that  provides  for a health  insurance
system for eligible elderly and disabled individuals.

      "Medicare  Regulations"  shall mean,  collectively,  all Federal  statutes
(whether  set forth in Title  XVIII of the  Social  Security  Act or  elsewhere)
affecting the health insurance program for the aged and disabled  established by
Title XVIII of the Social  Security  Act and any  statutes  succeeding  thereto;
together with all applicable provisions of all rules,  regulations,  manuals and
orders and  administrative,  reimbursement and other guidelines having the force
of law of all


                                       17
<PAGE>

Governmental  Authorities  (including,  without  limitation,  the United  States
Department  of  Health  and  Human  Services  ("HHS"),  CMS,  the  Office of the
Inspector General for HHS (the "OIG"), or any person succeeding to the functions
of any of the foregoing)  promulgated  pursuant to or in connection  with any of
the foregoing  having the force of law, as each may be amended,  supplemented or
otherwise modified from time to time.

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

      "Mortgage  Instrument"  shall mean any mortgage,  deed of trust or deed to
secure debt executed by a Credit Party in favor of the Administrative Agent, for
the benefit of the Lenders,  pursuant to the terms of Section 4.1(e)(i), 5.10 or
5.12, as the same may be amended,  modified,  restated or supplemented from time
to time.

      "Mortgage Policy" shall mean, with respect to any Mortgage Instrument,  an
ALTA mortgagee  title insurance  policy issued by a title company  acceptable to
the  Administrative   Agent  in  such  amount  as  reasonably  approved  by  the
Administrative  Agent,  assuring  the  Administrative  Agent that such  Mortgage
Instrument  creates a valid and enforceable  first priority mortgage lien on the
applicable  Mortgaged  Property,  free and clear of all defects and encumbrances
except  Permitted  Liens,  which Mortgage  Policy shall be in form and substance
reasonably  satisfactory  to the  Administrative  Agent  and shall  provide  for
affirmative  insurance  and such  reinsurance  as the  Administrative  Agent may
reasonably request.

      "Mortgaged  Property"  shall mean any owned or leased  real  property of a
Credit  Party  with  respect  to which  such  Credit  Party  executes a Mortgage
Instrument in favor of the Administrative Agent.

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

      "Net Cash Proceeds" shall mean the aggregate cash proceeds received by any
Credit  Party or any  Subsidiary  in  respect of any Asset  Disposition,  Equity
Issuance or Debt  Issuance,  net of (a) direct costs paid or payable as a result
thereof  (including,  without  limitation,   reasonable  legal,  accounting  and
investment banking fees, and sales commissions) and (b) taxes paid or payable as
a result  thereof;  it being  understood that "Net Cash Proceeds" shall include,
without limitation,  any cash received upon the sale or other disposition of any
non-cash consideration received by any Credit Party or any Subsidiary in respect
of any Asset Disposition, Equity Issuance or Debt Issuance.

      "Note" or "Notes"  shall mean the Revolving  Notes,  the Term Notes and/or
the Swingline Note, collectively, separately or individually, as appropriate.

      "Notice of Borrowing"  shall mean a request for a Revolving Loan borrowing
pursuant to Section 2.1(b)(i) or a Swingline Loan borrowing  pursuant to Section
2.4(b)(i),  as  appropriate,  in  substantially  the form  attached  as Schedule
2.1(b)(i).


                                       18
<PAGE>

      "Notice  of  Conversion/Extension"   shall  mean  the  written  notice  of
conversion  of a LIBOR Rate Loan to an Alternate  Base Rate Loan or an Alternate
Base Rate Loan to a LIBOR Rate Loan,  or extension of a LIBOR Rate Loan, in each
case substantially in the form of Schedule 2.10.

      "Obligations" shall mean, collectively, Loans and LOC Obligations.

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

      "Participant" shall have the meaning set forth in Section 9.6(b).

      "Participation  Interest" shall mean the purchase by a Revolving Lender of
a participation  interest in Letters of Credit as provided in Section 2.3 and in
Swingline Loans as provided in Section 2.4.

      "Participant Register" shall have the meaning set forth in Section 9.6(d).

      "Patent  License"  shall  mean all  agreements,  whether  written or oral,
providing for the grant by or to a Credit Party of any right to manufacture, use
or sell any invention covered by a Patent,  including,  without limitation,  any
thereof referred to in Schedule 3.16.

      "Patents"  shall mean (a) all letters  patent of the United  States or any
other  country and all  reissues  and  extensions  thereof,  including,  without
limitation,  any thereof  referred to in Schedule 3.16, and (b) all applications
for letters  patent of the United States or any other country and all divisions,
continuations and continuations-in-part  thereof, including, without limitation,
any thereof referred to in Schedule 3.16.

      "PBGC" shall mean the Pension  Benefit  Guaranty  Corporation  established
pursuant to Subtitle A of Title IV of ERISA.

      "Permitted Acquisition" shall mean an acquisition or any series of related
acquisitions by a Credit Party of (a) all or substantially  all of the assets or
a majority of the  outstanding  Voting  Stock or economic  interests of a Person
that is  incorporated,  formed  or  organized  in the  United  States or (b) any
division,  line  of  business  or  other  business  unit  of a  Person  that  is
incorporated,  formed or  organized  in the United  States  (such Person or such
division,  line of  business  or other  business  unit of such  Person  shall be
referred to herein as the "Target"), in each case that is a type of business (or
assets  used in a type of  business)  permitted  to be  engaged in by the Credit
Parties and their Subsidiaries pursuant to Section 6.3 hereof, so long as (i) no
Default or Event of Default  shall then exist or would exist after giving effect
thereto,   (ii)  the  Credit   Parties  shall   demonstrate  to  the  reasonable
satisfaction of the  Administrative  Agent and the Required  Lenders that, after
giving effect to the acquisition on a pro forma basis, the Credit Parties are in
compliance with each of the financial  covenants set forth in Section 5.9, (iii)
the  Administrative  Agent,  on behalf of the Lenders,  shall have  received (or
shall receive in


                                       19
<PAGE>

connection  with the closing of such  acquisition)  a first  priority  perfected
security interest in all property (including,  without limitation, Capital Stock
and real  estate)  acquired  with respect to the Target in  accordance  with the
terms of Sections 5.10 and 5.12 and the Target, if a Person, shall have executed
a Joinder  Agreement  in  accordance  with the terms of Section  5.10,  (iv) the
Administrative  Agent and the Lenders shall have  received (A) a description  of
the material terms of such acquisition, (B) audited financial statements (or, if
unavailable, management-prepared financial statements) of the Target for its two
(2) most recent fiscal years and for any fiscal quarters ended within the fiscal
year to date and (C) consolidated  projected  income  statements of the Borrower
and its consolidated  Subsidiaries  (giving effect to such acquisition),  all in
form and substance reasonably  satisfactory to the Administrative Agent, (v) the
Target shall have earnings before interest, taxes, depreciation and amortization
for the four (4)  fiscal  quarter  period  prior to the  acquisition  date in an
amount  greater  than  $0,  (vi)  such  acquisition  shall  not  be a  "hostile"
acquisition  and shall  have been  approved  by the  Board of  Directors  and/or
shareholders of the applicable  Credit Party and the Target,  (vii) the Borrower
shall have  satisfied the  requirements  set forth in Sections  5.14(a) and (b),
(viii)  after  giving  effect  to such  acquisition,  there  shall  be at  least
$10,000,000 of Accessible  Borrowing  Availability under the Revolving Committed
Amount and (ix) the aggregate consideration (including without limitation equity
consideration,   earn  outs  or   deferred   compensation   or   non-competition
arrangements and the amount of Indebtedness and other liabilities assumed by the
Credit  Parties  and their  Subsidiaries)  paid by the Credit  Parties and their
Subsidiaries (A) in connection with any individual  acquisition shall not exceed
$20,000,000 and (B) for all  acquisitions  made during any  twelve-month  period
shall not exceed $30,000,000.

      "Permitted Investments" shall mean:

            (i) cash and Cash Equivalents;

            (ii) receivables owing to the Borrower or any of its Subsidiaries or
      any  receivables  and  advances  to  suppliers,  in each case if  created,
      acquired  or made in the  ordinary  course  of  business  and  payable  or
      dischargeable in accordance with customary trade terms;

            (iii)  Investments  in and  loans by any  Credit  Party to any other
      Credit Party;

            (iv) loans and  advances  to  employees  in the  ordinary  course of
      business  in an  aggregate  amount  not to exceed  $1,000,000  at any time
      outstanding and not in violation of the  Sarbanes-Oxley Act of 2002 or any
      other Requirement of Law;

            (v) Investments  (including debt obligations) received in connection
      with the  bankruptcy or  reorganization  of suppliers and customers and in
      settlement  of  delinquent   obligations  of,  and  other  disputes  with,
      customers and suppliers arising in the ordinary course of business;

            (vi)  Investments,  acquisitions  or  transactions  permitted  under
      Section 6.4(b);


                                       20
<PAGE>

            (vii)  Investments  existing as of the Closing Date, as set forth on
      Schedule 1.1-2 and any  refinancing or replacement of any such  Investment
      in  a  principal  or  initial  amount  not  to  exceed  the  principal  or
      outstanding  amount of such Investment (plus accrued interest  thereon) at
      the  time  of  such   refinancing  or  replacement;   provided  that  such
      refinancing or replacement  Investment  shall (A) have  substantially  the
      same  tenor  and be  substantially  the  same  type of  Investment  as the
      Investment  refinanced or replaced or other  Permitted  Investment and (B)
      have the  same or  higher  rating  or  credit  quality  as the  Investment
      refinanced or replaced or other Permitted Investment;

            (viii) Permitted Acquisitions; and

            (ix)  additional  loan advances  and/or  Investments of a nature not
      contemplated by the foregoing  clauses  hereof,  provided that such loans,
      advances  and/or  Investments  made pursuant to this clause (ix) shall not
      exceed an aggregate amount of $5,000,000.

      "Permitted Liens" shall mean:

            (i) Liens created by or otherwise  existing,  under or in connection
      with this Credit  Agreement or the other Credit  Documents in favor of the
      Lenders;

            (ii) Liens in favor of a Hedging  Agreement  Provider in  connection
      with a  Secured  Hedging  Agreement,  but only if such  Hedging  Agreement
      Provider and the  Administrative  Agent,  on behalf of the Lenders,  shall
      share pari passu in the collateral subject to such Liens;

            (iii) Liens securing  purchase money  Indebtedness and Capital Lease
      Obligations to the extent permitted under Section 6.1(c);  provided,  that
      (A) any such Lien  attaches to such property  concurrently  with or within
      thirty (30) days after the acquisition  thereof and (B) such Lien attaches
      solely to the property so acquired in such transaction;

            (iv) Liens for  taxes,  assessments,  charges or other  governmental
      levies  not yet due or as to which  the  period  of grace  (not to  exceed
      ninety (90) days),  if any,  related  thereto has not expired or which are
      being  contested in good faith by appropriate  proceedings,  provided that
      adequate  reserves with respect thereto are maintained on the books of the
      any Credit Party or its  Subsidiaries,  as the case may be, in  conformity
      with GAAP;

            (v)    carriers',     warehousemen's,     landlord's,    mechanics',
      materialmen's,  repairmen's  or other like Liens  arising in the  ordinary
      course of  business  which are not overdue for a period of more than sixty
      (60)  days or which  are  being  contested  in good  faith by  appropriate
      proceedings;

            (vi) pledges or deposits in connection  with workers'  compensation,
      unemployment  insurance and other social security legislation and deposits
      securing liability to insurance carriers under insurance or self-insurance
      arrangements incurred in the ordinary course of business;


                                       21
<PAGE>

            (vii) deposits to secure the  performance of bids,  trade  contracts
      (other than for borrowed money), leases, statutory obligations, surety and
      appeal bonds,  performance  bonds and other  obligations  of a like nature
      incurred in the ordinary course of business;

            (viii)  any  extension,   renewal  or  replacement   (or  successive
      extensions,  renewals or  replacements),  in whole or in part, of any Lien
      referred  to in the  foregoing  clauses;  provided  that  such  extension,
      renewal  or  replacement  Lien  shall be  limited  to all or a part of the
      property which secured the Lien so extended, renewed or replaced;

            (ix) Liens  existing on the  Closing  Date and set forth on Schedule
      1.1-3;  provided  that (a) no such Lien shall at any time be  extended  to
      cover property or assets other than the property or assets subject thereto
      on the  Closing  Date and (b) the  principal  amount  of the  Indebtedness
      secured  by  such  Liens  shall  not be  extended,  renewed,  refunded  or
      refinanced;

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

            (xi) Liens on equipment  arising from  precautionary  UCC  financing
      statements relating to the lease of such equipment to the extent permitted
      by this Credit Agreement.

      "Person"  shall  mean an  individual,  partnership,  corporation,  limited
liability company,  business trust, joint stock company,  trust,  unincorporated
association,  joint venture,  Governmental Authority or other entity of whatever
nature.

      "Plan" shall mean, at any particular time, any employee benefit plan which
is covered  by Title IV of ERISA and in  respect of which any Credit  Party or a
Commonly  Controlled  Entity is (or, if such plan were  terminated at such time,
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 Amended and Restated Pledge  Agreement
dated as of the  Closing  Date  executed  by the Credit  Parties in favor of the
Administrative  Agent,  as amended,  modified,  restated,  amended and restated,
extended, replaced, increased or supplemented from time to time.

      "Prime  Rate"  shall  have the  meaning  set  forth in the  definition  of
Alternate Base Rate.

      "Pro Forma Basis" shall mean, with respect to any  transaction,  that such
transaction  shall  be  deemed  to  have  occurred  as of the  first  day of the
twelve-month  period ending as of the most recent quarter end preceding the date
of such transaction.

      "Properties" shall have the meaning set forth in Section 3.10(a).


                                       22
<PAGE>

      "Purchasing Lender" shall have the meaning set forth in Section 9.6(c).

      "Recovery  Event" shall mean the receipt by any Credit Party or any of its
Subsidiaries  of any cash insurance  proceeds or  condemnation  award payable by
reason of theft, loss, physical  destruction or damage,  taking or similar event
with respect to any of their property or assets.

      "Register" shall have the meaning set forth in Section 9.6(d).

      "Reimbursement  Obligation"  shall mean the  obligation of the Borrower to
reimburse the Issuing Lender  pursuant to Section 2.3(d) for amounts drawn under
Letters of Credit.

      "Reorganization"  shall mean, with respect to any Multiemployer  Plan, the
condition that such Plan is in reorganization within the meaning of such term as
used in Section 4241 of ERISA.

      "Reportable  Event"  shall  mean any of the  events  set forth in  Section
4043(c)  of ERISA,  other than those  events as to which the  thirty-day  notice
period is waived under PBGC Reg. ss.4043.

      "Required  Lenders"  shall  mean,  at any  time,  Lenders  holding  in the
aggregate  a  majority  of (i)  the  Commitments  (and  Participation  Interests
therein) or (ii) if the Commitments have been terminated,  the outstanding Loans
and  Participation  Interests  (including  the  Participation  Interests  of the
Issuing Lender in any Letters of Credit and of the Swingline Lender in Swingline
Loans)  provided,  however,  that if any Lender shall be a Defaulting  Lender at
such time,  then there  shall be  excluded  from the  determination  of Required
Lenders,   Obligations  (including   Participation   Interests)  owing  to  such
Defaulting Lender and such Defaulting Lender's Commitments, or after termination
of the  Commitments,  the  principal  balance of the  Obligations  owing to such
Defaulting Lender.

      "Requirement  of Law" shall mean,  as to any Person,  the  certificate  or
articles of  incorporation  and  by-laws or other  organizational  or  governing
documents  of  such  Person,  and  each  law,  treaty,  rule  or  regulation  or
determination of an arbitrator or a court or other  Governmental  Authority,  in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

      "Responsible  Officer"  shall  mean,  as to any Credit  Party,  any of the
President,  the Chief  Executive  Officer,  the Chief  Financial  Officer or any
Vice-President of such Credit Party.

      "Restricted  Payments" shall mean (a) any dividend or other  distribution,
direct or  indirect,  on account of any shares of any class of Capital  Stock of
any Credit Party or any of their Subsidiaries, now or hereafter outstanding, (b)
any redemption,  retirement,  sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock  of any  Credit  Party  or any of  their  Subsidiaries,  now or  hereafter
outstanding,  (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants,  options or other rights to acquire shares of any class of
Capital Stock of any Credit Party or any of their Subsidiaries, now or hereafter
outstanding, (d) any payment with respect to


                                       23
<PAGE>

any earnout obligation,  (e) any payment or prepayment of principal of, premium,
if any, or interest on, redemption,  purchase,  retirement,  defeasance, sinking
fund or similar  payment with respect to, any  Subordinated  Indebtedness or (f)
the payment by any Credit Party or any of their  Subsidiaries of any management,
advisory or consulting  fee to any Person or of any salary,  bonus or other form
of  compensation  to any Person who is  directly  or  indirectly  a  significant
partner,  shareholder,  owner or executive  officer of any such  Person,  to the
extent such salary,  bonus or other form of  compensation is not included in the
corporate overhead of such Credit Party or such Subsidiary.

      "Revolving  Commitment" shall mean, with respect to each Revolving Lender,
the commitment of such Revolving  Lender to make Revolving Loans in an aggregate
principal amount at any time outstanding up to an amount equal to such Revolving
Lender's Revolving Commitment Percentage of the Revolving Committed Amount.

      "Revolving  Commitment  Percentage" shall mean, for each Revolving Lender,
the percentage  identified as its Revolving Commitment  Percentage in its Lender
Commitment  Letter or in the Commitment  Transfer  Supplement  pursuant to which
such Lender became a Lender  hereunder,  as such  percentage  may be modified in
connection with any assignment made in accordance with the provisions of Section
9.6(c).

      "Revolving Commitment Termination Date" shall mean November 14, 2010

      "Revolving  Committed  Amount" shall have the meaning set forth in Section
2.1(a).

      "Revolving  Lender" shall mean, as of any date of determination,  a Lender
holding a Revolving Commitment on such date.

      "Revolving Loans" shall have the meaning set forth in Section 2.1.

      "Revolving  Note" or "Revolving  Notes" shall mean the promissory notes of
the Borrower in favor of each of the Revolving Lenders  evidencing the Revolving
Loans provided  pursuant to Section  2.1(e),  individually or  collectively,  as
appropriate,  as such  promissory  notes  may be  amended,  modified,  restated,
amended and restated, extended, replaced, increased or supplemented from time to
time.

      "S&P" shall mean Standard & Poor's Ratings Group, a division of The McGraw
Hill, Inc.

      "Sanctioned  Country" shall mean a country subject to a sanctions  program
identified    on   the   list    maintained    by   OFAC   and    available   at
http://www.treas.gov/offices/enforcement   /ofac/sanctions/index.html,   or   as
otherwise published form time to time.

      "Sanctioned  Person"  shall  mean  (a) a  Person  named  on  the  list  of
"Specially   Designated  Nationals  and  Blocked  Persons"  maintained  by  OFAC
available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as
otherwise published from time to time, or (b) (i) an agency of the government of
a Sanctioned Country, (ii) an organization


                                       24
<PAGE>

controlled by a Sanctioned  Country,  or (iii) a person resident in a Sanctioned
Country, to the extent subject to a sanctions program administered by OFAC.

      "Scheduled   Funded  Debt  Payments"   shall  mean,  as  of  any  date  of
determination  for the Borrower and its  Subsidiaries,  the sum of all scheduled
payments of principal  on Funded Debt for the  applicable  period  ending on the
date of  determination  (including  the  principal  component of payments due on
Capital   Leases   during  the   applicable   period   ending  on  the  date  of
determination).

      "SEC" shall mean the Securities  and Exchange  Commission or any successor
Governmental Authority.

      "SEC Letter" shall mean that certain letter, dated July 12, 2004, from the
SEC  to  the  Borrower  relating  to  the  Borrower's   acquisition  of  Bioglan
Pharmaceuticals, Inc.

      "SEC Rule 2a-7" shall have the meaning set forth in the definition of Cash
Equivalents.

      "Secured  Hedging  Agreement" shall mean any Hedging  Agreement  between a
Credit  Party  and  a  Hedging  Agreement   Provider,   as  amended,   modified,
supplemented, extended or restated from time to time.

      "Securities  Exchange Act" shall mean the Securities Exchange Act of 1934,
together  with any  amendment  thereto or  replacement  thereof and any rules or
regulations promulgated thereunder.

      "Security   Agreement"  shall  mean  the  Amended  and  Restated  Security
Agreement  dated as of the Closing Date executed by the Credit  Parties in favor
of the  Administrative  Agent,  as  amended,  modified,  restated,  amended  and
restated, extended, replaced, increased or supplemented from time to time.

      "Security  Documents"  shall  mean  the  Security  Agreement,  the  Pledge
Agreement and such other documents executed and delivered in connection with the
attachment and perfection of the  Administrative  Agent's security interests and
liens  arising  thereunder,   including,   without  limitation,   UCC  financing
statements, and patent, trademark and copyright filings.

      "Single  Employer  Plan" shall mean any Plan which is not a  Multiemployer
Plan.

      "Subordinated  Indebtedness" shall mean unsecured Indebtedness incurred by
any Credit Party on terms and conditions acceptable to the Administrative Agent,
which Indebtedness shall be specifically subordinated in right of payment to the
prior  payment  of the  Credit  Party  Obligations  on terms  acceptable  to the
Administrative Agent and the Required Lenders; provided that, in any event, such
Indebtedness  shall (a) mature at least 180 days after the Maturity Date and (b)
have covenants and defaults no more  restrictive than the covenants and defaults
hereunder.


                                       25
<PAGE>

      "Subsidiary"  shall mean, as to any Person,  a  corporation,  partnership,
limited  liability  company  or other  entity of which  shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership  interests  having  such  power only by reason of the  happening  of a
contingency)  to elect a majority of the board of directors or other managers of
such  corporation,  partnership  or other  entity are at the time owned,  or the
management of which is otherwise controlled,  directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Credit Agreement shall
refer to a Subsidiary or Subsidiaries of the Borrower.

      "Swingline  Commitment"  shall mean the commitment of the Swingline Lender
to make Swingline Loans in an aggregate principal amount at any time outstanding
up to the  Swingline  Committed  Amount,  and the  commitment  of the  Revolving
Lenders to purchase  Participation  Interests in the Swingline Loans as provided
in Section  2.4(b)(ii),  as such  amounts  may be  reduced  from time to time in
accordance with the provisions hereof.

      "Swingline  Committed  Amount" shall have the meaning set forth in Section
2.4(a).

      "Swingline Lender" shall mean Wachovia and any successor in such capacity.

      "Swingline Loan" or "Swingline  Loans" shall have the meaning set forth in
Section 2.4(a).

      "Swingline  Note" shall mean the promissory  note of the Borrower in favor
of the Swingline  Lender  evidencing the Swingline  Loans  provided  pursuant to
Section  2.4(d),  as such promissory  note may be amended,  modified,  restated,
amended and restated, extended, replaced, increased or supplemented from time to
time.

      "Tax  Exempt  Certificate"  shall  have the  meaning  set forth in Section
2.18(b).

      "Taxes" shall have the meaning set forth in Section 2.18(a).

      "Term Loan" shall have the meaning set forth in Section 2.2(a).

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

      "Term Loan  Commitment  Percentage"  shall mean, for any Term Loan Lender,
the percentage identified as its Term Loan Commitment Percentage as specified in
its Lender Commitment Letter or in the Commitment  Transfer  Supplement pursuant
to which  such  Lender  became a Lender  hereunder,  as such  percentage  may be
modified  in  connection  with  any  assignment  made  in  accordance  with  the
provisions of Section 9.6(c).

      "Term Loan  Committed  Amount" shall have the meaning set forth in Section
2.2(a).


                                       26
<PAGE>

      "Term Loan Lender" shall mean, as of any date of determination, any Lender
that holds a portion of the outstanding Term Loan on such date.

      "Term Loan Maturity Date" shall mean November 14, 2010.

      "Term Note" or "Term Notes" shall mean the promissory notes of Borrower in
favor of each of the Term Loan Lenders  evidencing  the portion of the Term Loan
provided   pursuant  to  Section  2.2(d),   individually  or  collectively,   as
appropriate,  as such  promissory  notes  may be  amended,  modified,  restated,
amended and restated, extended, replaced, increased or supplemented from time to
time.

      "Trademark License" shall mean any agreement,  written or oral,  providing
for the  grant  by or to a  Credit  Party  of any  right  to use any  Trademark,
including, without limitation, any thereof referred to in Schedule 3.16.

      "Trademarks" shall mean (a) all trademarks,  trade names, corporate names,
company  names,  business  names,  fictitious  business  names,  service  marks,
elements of package or trade dress of goods or services,  logos and other source
or business identifiers,  together with the goodwill associated  therewith,  now
existing or hereafter  adopted or acquired,  all  registrations  and  recordings
thereof,  and all  applications in connection  therewith,  whether in the United
States  Patent and  Trademark  Office or in any similar  office or agency of the
United  States,  any  State  thereof  or any  other  country  or  any  political
subdivision thereof, or otherwise,  including,  without limitation,  any thereof
referred to in Schedule 3.16, and (b) all renewals thereof,  including,  without
limitation, any thereof referred to in Schedule 3.16.

      "Tranche"  shall mean the  collective  reference to LIBOR Rate Loans whose
Interest  Periods  begin and end on the same day.  A Tranche  may  sometimes  be
referred to as a "LIBOR Tranche".

      "Transfer  Effective  Date"  shall  have  the  meaning  set  forth in each
Commitment Transfer Supplement.

      "Type" shall mean,  as to any Loan,  its nature as an Alternate  Base Rate
Loan or LIBOR Rate Loan, as the case may be.

      "UCC"  shall mean the  Uniform  Commercial  Code as in effect from time to
time in the State of New York.

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

      "Wachovia"  shall mean Wachovia  Bank,  National  Association,  a national
banking association, together with its successors and/or assigns.


                                       27
<PAGE>

      "Works"  shall mean all works  which are subject to  copyright  protection
pursuant to Title 17 of the United States Code.

      Section 1.2 Other Definitional Provisions.

            (a) Unless otherwise  specified  therein,  all terms defined in this
      Credit Agreement shall have the defined meanings when used in the Notes or
      other  Credit  Documents  or any  certificate  or other  document  made or
      delivered pursuant hereto.

            (b) The  words  "hereof",  "herein"  and  "hereunder"  and  words of
      similar  import  when used in this  Credit  Agreement  shall refer to this
      Credit  Agreement as a whole and not to any  particular  provision of this
      Credit Agreement, and Section, subsection, Schedule and Exhibit references
      are to this Credit Agreement unless otherwise specified.

            (c) The  meanings  given to terms  defined  herein  shall be equally
      applicable to both the singular and plural forms of such terms.

      Section 1.3 Accounting Terms.

      Unless otherwise  specified herein, all accounting terms used herein shall
be interpreted,  all accounting  determinations hereunder shall be made, and all
financial  statements  required to be delivered  hereunder  shall be prepared in
accordance with GAAP applied on a basis  consistent with the most recent audited
consolidated  financial  statements  of the  Borrower  delivered to the Lenders;
provided that, if the Borrower notifies the Administrative  Agent that it wishes
to amend any  covenant in Section 5.9 to  eliminate  the effect of any change in
GAAP on the operation of such covenant (or if the Administrative  Agent notifies
the  Borrower  that the  Required  Lenders  wish to amend  Section  5.9 for such
purpose),  then the Borrower's compliance with such covenant shall be determined
on the basis of GAAP in effect  immediately  before the relevant  change in GAAP
became  effective,  until either such notice is  withdrawn  or such  covenant is
amended in a manner satisfactory to the Borrower and the Required Lenders.

      The Borrower shall deliver to the Administrative  Agent and each Lender at
the same time as the  delivery of any annual or quarterly  financial  statements
given in accordance  with the  provisions  of Section 5.1, (i) a description  in
reasonable  detail of any  material  change  in the  application  of  accounting
principles  employed in the preparation of such financial  statements from those
applied in the most recently preceding quarterly or annual financial  statements
as to which no objection  shall have been made in accordance with the provisions
above and (ii) a reasonable  estimate of the effect on the financial  statements
on account of such changes in application.

      Section 1.4 Time References.

      Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).


                                       28
<PAGE>

                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

      Section 2.1 Revolving Loans.

            (a) Revolving Commitment.  During the Commitment Period,  subject to
      the terms and conditions hereof, each Revolving Lender severally,  but not
      jointly,  agrees to make revolving credit loans ("Revolving Loans") to the
      Borrower  from  time to time in an  aggregate  principal  amount  of up to
      THIRTY MILLION DOLLARS ($30,000,000) (as such aggregate maximum amount may
      be reduced from time to time as provided in Section  2.6,  the  "Revolving
      Committed  Amount")  for the  purposes  hereinafter  set forth;  provided,
      however,  that (i) with regard to each Revolving Lender individually,  the
      sum of such  Revolving  Lender's  Revolving  Commitment  Percentage of the
      aggregate  principal  amount  of  outstanding  Revolving  Loans  plus  the
      aggregate  principal  amount  of  outstanding  Swingline  Loans  plus  LOC
      Obligations shall not exceed such Revolving Lender's Revolving  Commitment
      and (ii) with regard to the Revolving Lenders collectively, the sum of the
      aggregate  principal  amount  of  outstanding  Revolving  Loans  plus  the
      aggregate  principal  amount  of  outstanding  Swingline  Loans  plus  LOC
      Obligations  shall not exceed the Revolving  Committed  Amount.  Revolving
      Loans may consist of Alternate  Base Rate Loans or LIBOR Rate Loans,  or a
      combination  thereof,  as the Borrower may request,  and may be repaid and
      reborrowed in accordance with the provisions  hereof;  provided,  however,
      Revolving  Loans  made  on the  Closing  Date or on any of the  three  (3)
      Business  Days  following  the Closing  Date may only consist of Alternate
      Base Rate Loans unless the Borrower delivers a funding indemnity letter to
      the  Administrative  Agent at least three (3)  Business  Days prior to the
      Closing Date.  LIBOR Rate Loans shall be made by each Revolving  Lender at
      its LIBOR  Lending  Office and  Alternate  Base Rate Loans at its Domestic
      Lending Office.

            (b) Revolving Loan Borrowings.

                  (i)  Notice  of  Borrowing.   The  Borrower  shall  request  a
            Revolving Loan borrowing by delivering a written Notice of Borrowing
            (or telephone notice promptly  confirmed in writing by delivery of a
            written Notice of Borrowing,  which delivery may be by facsimile) to
            the  Administrative  Agent not later than 11:00 A.M. on the Business
            Day  prior to the  date of the  requested  borrowing  in the case of
            Alternate  Base Rate Loans,  and on the third  Business Day prior to
            the date of the requested borrowing in the case of LIBOR Rate Loans.
            Each such Notice of Borrowing shall be irrevocable and shall specify
            (A)  that a  Revolving  Loan  is  requested,  (B)  the  date  of the
            requested  borrowing  (which  shall  be a  Business  Day),  (C)  the
            aggregate principal amount to be borrowed, (D) whether the borrowing
            shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or
            a combination  thereof,  and if LIBOR Rate Loans are requested,  the
            Interest Period(s)  therefor.  If the Borrower shall fail to specify
            in any such Notice of Borrowing (I) an applicable Interest Period in
            the case of a LIBOR Rate Loan,


                                       29
<PAGE>

            then such  notice  shall be deemed to be a request  for an  Interest
            Period  of one  (1)  month,  or (II)  the  type  of  Revolving  Loan
            requested,  then such notice  shall be deemed to be a request for an
            Alternate Base Rate Loan hereunder.  The Administrative  Agent shall
            give notice to each Revolving  Lender  promptly upon receipt of each
            Notice of Borrowing,  the contents  thereof and each such  Revolving
            Lender's share thereof.

                  (ii)  Minimum  Amounts.  Each  Revolving  Loan  shall  be in a
            minimum aggregate amount of $1,000,000 and in integral  multiples of
            $500,000 in excess thereof (or the remaining amount of the Revolving
            Committed Amount, if less).

                  (iii) Advances.  Each Revolving Lender will make its Revolving
            Commitment  Percentage of each Revolving Loan borrowing available to
            the  Administrative  Agent for the  account of the  Borrower  at the
            office of the  Administrative  Agent specified in Section 9.2, or at
            such  other  office as the  Administrative  Agent may  designate  in
            writing, by 1:00 P.M. on the date specified in the applicable Notice
            of  Borrowing in Dollars and in funds  immediately  available to the
            Administrative  Agent. Such borrowing will then be made available to
            the Borrower by the Administrative Agent by crediting the account of
            the  Borrower on the books of such office with the  aggregate of the
            amounts made available to the Administrative  Agent by the Revolving
            Lenders and in like funds as received by the Administrative Agent.

            (c) Repayment.  The principal amount of all Revolving Loans shall be
      due and  payable in full on the  Revolving  Commitment  Termination  Date,
      unless accelerated sooner pursuant to Section 7.2.

            (d) Interest.  Subject to the  provisions of Section 2.9,  Revolving
      Loans shall bear interest as follows:

                  (i)  Alternate  Base  Rate  Loans.   During  such  periods  as
            Revolving  Loans shall be comprised  of  Alternate  Base Rate Loans,
            each such  Alternate  Base Rate Loan  shall bear  interest  at a per
            annum  rate  equal to the sum of the  Alternate  Base  Rate plus the
            Applicable Percentage; and

                  (ii) LIBOR Rate Loans.  During such periods as Revolving Loans
            shall be  comprised  of LIBOR Rate Loans,  each such LIBOR Rate Loan
            shall  bear  interest  at a per annum  rate  equal to the sum of the
            LIBOR Rate plus the Applicable Percentage.

            Interest  on  Revolving  Loans  shall be  payable in arrears on each
            Interest Payment Date.

            (e) Revolving Notes;  Covenant to Pay. The Borrower's  obligation to
      pay each Revolving  Lender's  Revolving Loans shall be evidenced by a duly
      executed  promissory  note of the  Borrower  to such  Revolving  Lender in
      substantially the form of


                                       30
<PAGE>

      Schedule  2.1(e).  The Borrower  covenants and agrees to pay the Revolving
      Loans in  accordance  with  the  terms of this  Credit  Agreement  and the
      Revolving Notes.

      Section 2.2 Term Loan.

            (a) Term  Loan.  Subject to the terms and  conditions  hereof and in
      reliance upon the  representations  and warranties set forth herein,  each
      Term Loan Lender severally agrees to make available to the Borrower on the
      Closing Date such Term Loan Lender's Term Loan Commitment  Percentage of a
      term loan in Dollars (the "Term Loan") in the aggregate  principal  amount
      of EIGHTY MILLION DOLLARS ($80,000,000) (the "Term Loan Committed Amount")
      for the  purposes  hereinafter  set  forth.  The Term Loan may  consist of
      Alternate Base Rate Loans or LIBOR Rate Loans,  or a combination  thereof,
      as Borrower may request;  provided  that on the Closing Date the Term Loan
      shall  bear  interest  at the  Alternate  Base Rate  unless  the  Borrower
      delivers a funding indemnity letter to the  Administrative  Agent at least
      three (3) Business Days prior to the Closing Date.  LIBOR Rate Loans shall
      be made by each Term Loan Lender at its LIBOR Lending Office and Alternate
      Base Rate Loans at its Domestic Lending Office.  Amounts repaid or prepaid
      on the Term Loan may not be reborrowed.

            (b) Repayment of Term Loan.  The  principal  amount of the Term Loan
      shall be repaid in twenty (20) consecutive  quarterly  installments and on
      the Term Loan Maturity Date (as reduced  pursuant to Section 2.7),  unless
      accelerated sooner pursuant to Section 7.2, as follows:


                                       31
<PAGE>

      =====================================================================
        Principal Amortization                        Term Loan
             Payment Date                  Principal Amortization Payment
      ---------------------------------------------------------------------
          December 31, 2005                           $2,000,000
      ---------------------------------------------------------------------
            March 31, 2006                            $2,000,000
      ---------------------------------------------------------------------
            June 30, 2006                             $2,000,000
      ---------------------------------------------------------------------
          September 30, 2006                          $2,000,000
      ---------------------------------------------------------------------
          December 31, 2006                           $3,000,000
      ---------------------------------------------------------------------
            March 31, 2007                            $3,000,000
      ---------------------------------------------------------------------
            June 30, 2007                             $3,000,000
      ---------------------------------------------------------------------
          September 30, 2007                          $3,000,000
      ---------------------------------------------------------------------
          December 31, 2007                           $4,000,000
      ---------------------------------------------------------------------
            March 31, 2008                            $4,000,000
      ---------------------------------------------------------------------
            June 30, 2008                             $4,000,000
      ---------------------------------------------------------------------
          September 30, 2008                          $4,000,000
      ---------------------------------------------------------------------
          December 31, 2008                           $5,000,000
      ---------------------------------------------------------------------
            March 31, 2009                            $5,000,000
      ---------------------------------------------------------------------
            June 30, 2009                             $5,000,000
      ---------------------------------------------------------------------
          September 30, 2009                          $5,000,000
      ---------------------------------------------------------------------
          December 31, 2009                           $6,000,000
      ---------------------------------------------------------------------
            March 31, 2010                            $6,000,000
      ---------------------------------------------------------------------
            June 30, 2010                             $6,000,000
      ---------------------------------------------------------------------
          September 30, 2010                          $6,000,000
      ---------------------------------------------------------------------
              Term Loan                  Remaining Principal Balance of the
            Maturity Date                             Term Loan
      ---------------------------------------------------------------------

            (c) Interest on the Term Loan.  Subject to the provisions of Section
      2.9, the Term Loan shall bear interest as follows:

                  (i) Alternate Base Rate Loans. During such periods as the Term
            Loan shall be  comprised  of  Alternate  Base Rate Loans,  each such
            Alternate  Base Rate Loan  shall bear  interest  at a per annum rate
            equal to the sum of the  Alternate  Base  Rate  plus the  Applicable
            Percentage; and


                                       32
<PAGE>

                  (ii) LIBOR Rate Loans.  During  such  periods as the Term Loan
            shall be  comprised  of LIBOR Rate Loans,  each such LIBOR Rate Loan
            shall  bear  interest  at a per annum  rate  equal to the sum of the
            LIBOR Rate plus the Applicable Percentage.

            (d) Term Notes;  Covenant to Pay. The  Borrower's  obligation to pay
      each Term Loan Lender's Term Loan shall be evidenced,  upon such Term Loan
      Lender's  request,  by  a  Term  Note  made  payable  to  such  Lender  in
      substantially  the form of Schedule  2.2(d).  The Borrower  covenants  and
      agrees to pay the Term Loan in  accordance  with the terms of this  Credit
      Agreement and the Term Notes.

      Section 2.3 Letter of Credit Subfacility.

            (a) Issuance.  Subject to the terms and conditions hereof and of the
      LOC  Documents,  if any,  and any  other  terms and  conditions  which the
      Issuing Lender may reasonably  require,  during the Commitment  Period the
      Issuing Lender shall issue,  and the Revolving  Lenders shall  participate
      in,  Letters of Credit for the account of the  Borrower  from time to time
      upon  request  in a form  acceptable  to  the  Issuing  Lender;  provided,
      however, that (i) the aggregate amount of LOC Obligations shall not at any
      time exceed TWO MILLION FIVE HUNDRED  THOUSAND DOLLARS  ($2,500,000)  (the
      "LOC Committed Amount"), (ii) the sum of the aggregate principal amount of
      outstanding  Revolving  Loans  plus  the  aggregate  principal  amount  of
      outstanding  Swingline  Loans plus LOC  Obligations  shall not at any time
      exceed the Revolving  Committed Amount,  (iii) all Letters of Credit shall
      be  denominated  in Dollars and (iv) Letters of Credit shall be issued for
      lawful corporate  purposes and may be issued as standby letters of credit,
      including in connection  with workers'  compensation  and other  insurance
      programs,  and trade  letters of  credit.  Except as  otherwise  expressly
      agreed upon by all the Revolving  Lenders,  no Letter of Credit shall have
      an  original  expiry  date more than  twelve  (12) months from the date of
      issuance; provided, however, so long as no Default or Event of Default has
      occurred and is continuing  and subject to the other terms and  conditions
      to the  issuance  of Letters  of Credit  hereunder,  the  expiry  dates of
      Letters of Credit may be extended  annually or  periodically  from time to
      time on the request of the  Borrower or by  operation  of the terms of the
      applicable  Letter of Credit to a date not more than  twelve  (12)  months
      from the date of extension;  provided,  further, that no Letter of Credit,
      as originally  issued or as extended,  shall have an expiry date extending
      beyond the date that is thirty (30) days prior to the Revolving Commitment
      Termination  Date. Each Letter of Credit shall comply with the related LOC
      Documents.  The issuance and expiry date of each Letter of Credit shall be
      a Business  Day.  Any  Letters of Credit  issued  hereunder  shall be in a
      minimum original face amount of $100,000 or such lesser amount as approved
      by the Issuing Lender and the Administrative  Agent. Wachovia shall be the
      Issuing  Lender on all  Letters of Credit  issued on or after the  Closing
      Date.

            (b) Notice and Reports.  The request for the issuance of a Letter of
      Credit shall be submitted to the Issuing Lender at least five (5) Business
      Days prior to the  requested  date of  issuance.  The Issuing  Lender will
      promptly upon request provide to the


                                       33
<PAGE>

      Administrative Agent for dissemination to the Revolving Lenders a detailed
      report  specifying  the  Letters  of  Credit  which  are then  issued  and
      outstanding  and any activity with respect thereto which may have occurred
      since the date of any prior  report,  and including  therein,  among other
      things, the account party, the beneficiary,  the face amount,  expiry date
      as well as any  payments  or  expirations  which  may have  occurred.  The
      Issuing Lender will further provide to the  Administrative  Agent promptly
      upon  request  copies of the Letters of Credit.  The  Issuing  Lender will
      provide to the Administrative Agent promptly upon request a summary report
      of the nature and extent of LOC Obligations then outstanding.

            (c) Participations.  Each Revolving Lender upon issuance of a Letter
      of Credit  shall be  deemed  to have  purchased  without  recourse  a risk
      participation  from the  Issuing  Lender in such  Letter of Credit and the
      obligations  arising  thereunder and any collateral  relating thereto,  in
      each case in an amount equal to its Revolving Commitment Percentage of the
      obligations   under   such   Letter  of  Credit   and  shall   absolutely,
      unconditionally  and  irrevocably  assume,  as primary  obligor and not as
      surety,  and  be  obligated  to pay to the  Issuing  Lender  therefor  and
      discharge when due, its Revolving Commitment Percentage of the obligations
      arising under such Letter of Credit; provided that any Person that becomes
      a  Revolving  Lender  after  the  Closing  Date  shall be  deemed  to have
      purchased a risk participation in all outstanding Letters of Credit on the
      date it  becomes a  Revolving  Lender  hereunder  and any Letter of Credit
      issued  on or  after  such  date,  in each  case in  accordance  with  the
      foregoing  terms.  Without limiting the scope and nature of each Revolving
      Lender's  participation  in any Letter of Credit,  to the extent  that the
      Issuing Lender has not been reimbursed as required  hereunder or under any
      LOC Document,  each such Revolving  Lender shall pay to the Issuing Lender
      its Revolving Commitment  Percentage of such unreimbursed drawing pursuant
      to and in accordance  with the  provisions of subsection  (d) hereof.  The
      obligation of each  Revolving  Lender to so reimburse  the Issuing  Lender
      shall be  absolute  and  unconditional  and shall not be  affected  by the
      occurrence  of a Default,  an Event of Default or any other  occurrence or
      event.  Any such  reimbursement  shall not relieve or otherwise impair the
      obligation  of the  Borrower to  reimburse  the Issuing  Lender  under any
      Letter of Credit, together with interest as hereinafter provided.

            (d)  Reimbursement.  In the event of any drawing under any Letter of
      Credit,  the Issuing  Lender will  promptly  notify the  Borrower  and the
      Administrative  Agent.  The Borrower shall reimburse the Issuing Lender on
      the day of drawing  under any  Letter of Credit  (with the  proceeds  of a
      Revolving  Loan  obtained  hereunder  or  otherwise)  in same day funds as
      provided  herein or in the LOC  Documents.  If the Borrower  shall fail to
      reimburse the Issuing Lender as provided herein,  the unreimbursed  amount
      of such drawing  shall bear  interest at a per annum rate equal to the ABR
      Default Rate.  Unless the Borrower  shall  immediately  notify the Issuing
      Lender and the Administrative  Agent of its intent to otherwise  reimburse
      the  Issuing  Lender,  the  Borrower  shall be deemed to have  requested a
      Revolving  Loan in the amount of the drawing as provided in subsection (e)
      hereof,  the  proceeds of which will be used to satisfy the  Reimbursement
      Obligations.  The Borrower's Reimbursement  Obligations hereunder shall be
      absolute and  unconditional  under all  circumstances  irrespective of any
      rights of set-off, counterclaim


                                       34
<PAGE>

      or defense to payment the  Borrower  may claim or have against the Issuing
      Lender,  the  Administrative  Agent,  the Lenders,  the beneficiary of the
      Letter  of  Credit  drawn  upon or any  other  Person,  including  without
      limitation  any defense  based on any  failure of the  Borrower to receive
      consideration or the legality, validity, regularity or unenforceability of
      the Letter of Credit.  The Issuing  Lender will promptly  notify the other
      Revolving  Lenders  of the  amount of any  unreimbursed  drawing  and each
      Revolving  Lender shall promptly pay to the  Administrative  Agent for the
      account of the  Issuing  Lender in Dollars  and in  immediately  available
      funds,  the  amount  of  such  Revolving  Lender's  Revolving   Commitment
      Percentage of such unreimbursed drawing. Such payment shall be made on the
      day such  notice is  received  by such  Revolving  Lender from the Issuing
      Lender if such notice is received at or before 2:00 P.M.,  otherwise  such
      payment  shall be made at or before  12:00 Noon on the  Business  Day next
      succeeding the day such notice is received.  If such Revolving Lender does
      not pay such amount to the Issuing Lender in full upon such request,  such
      Revolving Lender shall, on demand, pay to the Administrative Agent for the
      account of the Issuing  Lender  interest on the unpaid  amount  during the
      period from the date of such drawing until such Revolving Lender pays such
      amount to the Issuing Lender in full at a rate per annum equal to, if paid
      within three (3) Business  Days of the date of drawing,  the Federal Funds
      Effective  Rate and thereafter at a rate equal to the Alternate Base Rate.
      Each  Revolving  Lender's  obligation  to make such payment to the Issuing
      Lender,  and the right of the Issuing Lender to receive the same, shall be
      absolute  and  unconditional,  shall not be affected  by any  circumstance
      whatsoever and without regard to the termination of this Credit  Agreement
      or the  Commitments  hereunder,  the  existence  of a Default  or Event of
      Default or the acceleration of the Credit Party Obligations  hereunder and
      shall be made  without any offset,  abatement,  withholding  or  reduction
      whatsoever.

            (e) Repayment with Revolving Loans. On any day on which the Borrower
      shall have requested,  or been deemed to have requested,  a Revolving Loan
      to reimburse a drawing under a Letter of Credit, the Administrative  Agent
      shall give notice to the Revolving  Lenders that a Revolving Loan has been
      requested or deemed  requested in connection with a drawing under a Letter
      of Credit, in which case a Revolving Loan borrowing  comprised entirely of
      Alternate  Base  Rate  Loans  (each  such  borrowing,   a  "Mandatory  LOC
      Borrowing")  shall be  immediately  made  (without  giving  effect  to any
      termination of the Commitments  pursuant to Section 7.2) pro rata based on
      each  Revolving  Lender's  respective  Revolving   Commitment   Percentage
      (determined  before giving effect to any  termination  of the  Commitments
      pursuant to Section 7.2) and the proceeds  thereof  shall be paid directly
      to the Issuing Lender for  application to the respective LOC  Obligations.
      Each Revolving  Lender hereby  irrevocably  agrees to make such on the day
      such notice is received by the Revolving  Lenders from the  Administrative
      Agent if such notice is received  at or before 2:00 P.M.,  otherwise  such
      payment  shall be made at or before  12:00 Noon on the  Business  Day next
      succeeding the date such notice is received,  in each case notwithstanding
      (i) the amount of Mandatory  LOC Borrowing may not comply with the minimum
      amount for borrowings of Revolving  Loans  otherwise  required  hereunder,
      (ii) whether any conditions  specified in Section 4.2 are then  satisfied,
      (iii)  whether a Default  or an Event of  Default  then  exists,  (iv) the
      failure of any such  request or deemed  request for  Revolving  Loan to be
      made by the time


                                       35
<PAGE>

      otherwise  required in Section 2.1(b),  (v) the date of such Mandatory LOC
      Borrowing,  or (vi) any reduction in the Revolving  Committed Amount after
      any such  Letter of Credit may have been drawn  upon;  provided,  however,
      that in the event any such Mandatory LOC Borrowing should be less than the
      minimum amount for  borrowings of Revolving  Loans  otherwise  provided in
      Section 2.1(b)(ii), the Borrower shall pay to the Administrative Agent for
      its own  account  an  administrative  fee of $500.  In the event  that any
      Mandatory  LOC  Borrowing  cannot  for any  reason  be  made  on the  date
      otherwise required above (including, without limitation, the occurrence of
      a Bankruptcy Event), then each such Revolving Lender hereby agrees that it
      shall  forthwith  fund (as of the date the Mandatory  LOC Borrowing  would
      otherwise have occurred,  but adjusted for any payments  received from the
      Borrower  on  or  after  such  date  and  prior  to  such   purchase)  its
      Participation Interests in the LOC Obligations; provided, further, that in
      the  event  any  Revolving  Lender  shall  fail to fund its  Participation
      Interest on the day the  Mandatory  LOC  Borrowing  would  otherwise  have
      occurred,   then  the   amount  of  such   Revolving   Lender's   unfunded
      Participation  Interest  therein  shall  bear  interest  payable  by  such
      Revolving Lender to the Issuing Lender upon demand,  at the rate equal to,
      if paid within three (3)  Business  Days of such date,  the Federal  Funds
      Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

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

            (g) UCP and ISP98.  Unless otherwise expressly agreed by the Issuing
      Lender and the Borrower,  when a Letter of Credit is issued, (i) the rules
      of the "International  Standby Practices 1998," as most recently published
      by the  Institute of  International  Banking Law & Practice at the time of
      issuance,  shall apply to each standby Letter of Credit and (ii) the rules
      of the Uniform  Customs and  Practice  for  Documentary  Credits,  as most
      recently published by the International Chamber of Commerce at the time of
      issuance, shall apply to each commercial Letter of Credit.

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

            (i) Designation of Subsidiaries as Account Parties.  Notwithstanding
      anything to the  contrary  set forth in this Credit  Agreement,  including
      without limitation Section 2.3(a), a Letter of Credit issued hereunder may
      contain a statement to the effect that such Letter of Credit is issued for
      the   account  of  a   Subsidiary   of  the   Borrower;   provided   that,
      notwithstanding  such statement,  the Borrower shall be the actual account
      party for all purposes of this Credit  Agreement for such Letter of Credit
      and  such  statement   shall  not  affect  the  Borrower's   Reimbursement
      Obligations hereunder with respect to such Letter of Credit.


                                       36
<PAGE>

      Section 2.4 Swingline Loan Subfacility.

            (a) Swingline Commitment.  During the Commitment Period,  subject to
      the terms and conditions  hereof,  the Swingline Lender, in its individual
      capacity,  agrees to make certain revolving credit loans in Dollars to the
      Borrower  (each a  "Swingline  Loan"  and,  collectively,  the  "Swingline
      Loans") for the purposes hereinafter set forth; provided, however, (i) the
      aggregate  principal  amount of Swingline  Loans  outstanding  at any time
      shall  not  exceed  FIVE  MILLION  DOLLARS  ($5,000,000)  (the  "Swingline
      Committed Amount"),  and (ii) the sum of the aggregate principal amount of
      outstanding  Revolving  Loans  plus  the  aggregate  principle  amount  of
      outstanding  Swingline  Loans  plus LOC  Obligations  shall not exceed the
      Revolving  Committed  Amount.  Swingline Loans hereunder may be repaid and
      reborrowed in accordance with the provisions hereof.

            (b) Swingline Loan Borrowings.

                  (i) Notice of Borrowing and Disbursement. The Swingline Lender
            will make Swingline  Loans available to the Borrower on any Business
            Day upon  delivery of a Notice of  Borrowing  by the Borrower to the
            Administrative  Agent not later than 2:00 P.M. on such Business Day.
            Swingline Loan borrowings hereunder shall be made in minimum amounts
            of $100,000 and in integral  amounts of $100,000 in excess  thereof.
            Such  borrowing  will then be made  available to the Borrower by the
            Swingline  Lender  on the  date  (which  shall  be a  Business  Day)
            specified in the applicable  Notice of Borrowing) by the end of such
            Business  Day) by funding the account of the  Borrower  set forth in
            the Account Designation Letter the aggregate amount of the Swingline
            Loans requested.

                  (ii)  Repayment  of  Swingline  Loans.   Each  Swingline  Loan
            borrowing  shall  be due and  payable  on the  Revolving  Commitment
            Termination Date. The Swingline Lender may, at any time, in its sole
            discretion, by written notice to the Borrower and the Administrative
            Agent, demand repayment of its Swingline Loans by way of a Revolving
            Loan  borrowing,  in which case the Borrower shall be deemed to have
            requested a Revolving Loan borrowing comprised entirely of Alternate
            Base Rate Loans in the  amount of such  Swingline  Loans;  provided,
            however, that, in the following circumstances, any such demand shall
            also be deemed to have been given one (1) Business Day prior to each
            of (A) the Revolving Commitment Termination Date, (B) the occurrence
            of a Bankruptcy  Event,  (C) upon  acceleration  of the Credit Party
            Obligations  hereunder,  whether on account of a Bankruptcy Event or
            any other  Event of  Default,  and (D) the  exercise  of remedies in
            accordance  with the  provisions  of Section  7.2 hereof  (each such
            Revolving  Loan borrowing made on account of any such deemed request
            therefor  as  provided  herein  being  hereinafter  referred  to  as
            "Mandatory  Swingline  Borrowing").  Each  Revolving  Lender  hereby
            irrevocably  agrees to make such  Revolving  Loans promptly upon any
            such  request  or  deemed  request  on  account  of  each  Mandatory
            Swingline Borrowing in the amount and in the manner specified in the
            preceding sentence on the date such notice is received by such


                                       37
<PAGE>

            Revolving  Lender  from the  Administrative  Agent if such notice is
            received at or before 2:00 P.M.,  otherwise  such  payment  shall be
            made at or before 12:00 Noon on the Business Day next succeeding the
            date such notice is received,  in each case  notwithstanding (1) the
            amount of  Mandatory  Swingline  Borrowing  may not comply  with the
            minimum amount for borrowings of Revolving Loans otherwise  required
            hereunder,  (2) whether any conditions  specified in Section 4.2 are
            then  satisfied,  (3) whether a Default or an Event of Default  then
            exists,  (4)  failure  of any such  request  or deemed  request  for
            Revolving Loans to be made by the time otherwise required in Section
            2.1(b)(i),  (5) the date of such Mandatory Swingline  Borrowing,  or
            (6) any reduction in the Revolving  Committed  Amount or termination
            of the Revolving  Commitments  immediately  prior to such  Mandatory
            Swingline  Borrowing or  contemporaneously  therewith.  In the event
            that any Mandatory Swingline Borrowing cannot for any reason be made
            on the date otherwise required above (including, without limitation,
            as a result of the commencement of a proceeding under the Bankruptcy
            Code),  then  each  Revolving  Lender  hereby  agrees  that it shall
            forthwith purchase (as of the date the Mandatory Swingline Borrowing
            would  otherwise  have  occurred,  but  adjusted  for  any  payments
            received  from the  Borrower on or after such date and prior to such
            purchase) from the Swingline Lender such  Participation  Interest in
            the outstanding  Swingline Loans as shall be necessary to cause each
            such Revolving Lender to share in such Swingline Loans ratably based
            upon its  respective  Revolving  Commitment  Percentage  (determined
            before giving effect to any termination of the Commitments  pursuant
            to  Section  7.2);  provided  that (x) all  interest  payable on the
            Swingline  Loans  shall be for the account of the  Swingline  Lender
            until the date as of which the respective  Participation Interest is
            purchased,  and (y) at the  time  any  purchase  of a  Participation
            Interest  pursuant to this sentence is actually made, the purchasing
            Revolving  Lender shall be required to pay to the  Swingline  Lender
            interest  on the  principal  amount of such  Participation  Interest
            purchased  for each day from and  including  the day upon  which the
            Mandatory  Swingline  Borrowing would otherwise have occurred to but
            excluding the date of payment for such  Participation  Interest,  at
            the rate equal to, if paid  within  three (3)  Business  Days of the
            date  of  the  Mandatory  Swingline  Borrowing,  the  Federal  Funds
            Effective Rate, and thereafter at a rate equal to the Alternate Base
            Rate.

            (c)  Interest  on  Swingline  Loans.  Subject to the  provisions  of
      Section 2.9, Swingline Loans shall bear interest at a per annum rate equal
      to the Alternate  Base Rate plus the  Applicable  Percentage for Revolving
      Loans that are  Alternate  Base Rate Loans.  Interest on  Swingline  Loans
      shall be payable in arrears on each Interest Payment Date.

            (d) Swingline  Note;  Covenant to Pay. The Swingline  Loans shall be
      evidenced  by a duly  executed  promissory  note  of the  Borrower  to the
      Swingline Lender in the original amount of the Swingline  Committed Amount
      and substantially in the form of Schedule 2.4(d).  The Borrower  covenants
      and agrees to pay the Swingline Loans in accordance with the terms of this
      Credit Agreement and the Swingline Note.


                                       38
<PAGE>

      Section 2.5 Fees.

            (a) Commitment Fee. In consideration  of the Revolving  Commitments,
      the  Borrower  agrees to pay to the  Administrative  Agent for the ratable
      benefit of the Revolving  Lenders a commitment fee (the "Commitment  Fee")
      in an amount  equal to one-half  of one  percent  (0.50%) per annum on the
      average  daily  unused  amount  of the  Revolving  Committed  Amount.  For
      purposes of computation of the Commitment  Fee, LOC  Obligations  shall be
      considered  usage of the Revolving  Committed  Amount but Swingline  Loans
      shall not be  considered  usage of the  Revolving  Committed  Amount.  The
      Commitment Fee shall be payable  quarterly in arrears on the last Business
      Day of each calendar quarter.

            (b) Letter of Credit Fees. In  consideration of the LOC Commitments,
      the Borrower agrees to pay to the  Administrative  Agent,  for the ratable
      benefit of the Revolving Lenders, a fee (the "Letter of Credit Fee") equal
      to the Applicable Percentage per annum on the average daily maximum amount
      available  to be  drawn  under  each  Letter  of  Credit  from the date of
      issuance to the date of  expiration.  In addition to such Letter of Credit
      Fee, the Borrower agrees to pay to the Issuing Lender, for its own account
      and without sharing by the other Lenders,  an additional fronting fee (the
      "Fronting  Fee") of  one-quarter  of one percent  (0.25%) per annum on the
      average daily maximum amount  available to be drawn under each such Letter
      of Credit  issued by it.  The Letter of Credit  Fee and the  Fronting  Fee
      shall be payable  quarterly  in arrears on the last  Business  Day of each
      calendar quarter.

            (c) Issuing  Lender  Fees.  In addition to the Letter of Credit Fees
      and Fronting Fees payable pursuant to subsection (b) hereof,  the Borrower
      shall pay to the Issuing Lender for its own account without sharing by the
      other Lenders the  reasonable  and customary  charges from time to time of
      the   Issuing   Lender   with   respect   to  the   amendment,   transfer,
      administration,  cancellation and conversion of, and drawings under,  such
      Letters of Credit (collectively, the "Issuing Lender Fees").

            (d)   Administrative   Fee.  The  Borrower  agrees  to  pay  to  the
      Administrative Agent the annual administrative fee as described in the Fee
      Letter.

      Section 2.6 Commitment Reductions.

            (a)  Voluntary  Reductions.  The  Borrower  shall  have the right to
      terminate  or  permanently  reduce  the unused  portion  of the  Revolving
      Committed  Amount at any time or from time to time upon not less than five
      (5) Business Days' prior notice to the  Administrative  Agent (which shall
      notify  the  Lenders   thereof  as  soon  as  practicable)  of  each  such
      termination  or reduction,  which notice shall specify the effective  date
      thereof and the amount of any such  reduction  which shall be in a minimum
      amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and
      shall be  irrevocable  and  effective  upon receipt by the  Administrative
      Agent,  provided that no such reduction or termination  shall be permitted
      if after giving effect  thereto,  and to any prepayments of the Loans made
      on the effective date thereof, the sum of the outstanding Revolving


                                       39
<PAGE>

      Loans plus outstanding  Swingline Loans plus LOC Obligations  would exceed
      the Revolving Committed Amount.

            (b) Swingline Committed Amount. If the Revolving Committed Amount is
      reduced  pursuant to Section  2.7(a)  below the then  Swingline  Committed
      Amount, the Swingline  Committed Amount shall  automatically be reduced by
      an amount such that the  Swingline  Committed  Amount equals the Revolving
      Committed Amount.

            (c) Revolving Commitment Termination Date. The Revolving Commitment,
      the  Swingline  Commitment  and the  LOC  Commitment  shall  automatically
      terminate on the Revolving Commitment Termination Date.

      Section 2.7 Prepayments.

            (a)  Optional  Prepayments.  The  Borrower  shall  have the right to
      prepay  Loans in whole or in part  from time to time;  provided,  however,
      that (i) each  partial  prepayment  of a Revolving  Loan and the Term Loan
      shall  be  in a  minimum  principal  amount  of  $1,000,000  and  integral
      multiples  of $500,000 in excess  thereof  (or the  remaining  outstanding
      principal  amount),  and (ii) each partial  prepayment of a Swingline Loan
      shall be in a minimum principal amount of $100,000 and integral  multiples
      of $100,000  in excess  thereof (or the  remaining  outstanding  principal
      amount).  The  Borrower  shall give three (3) Business  Days'  irrevocable
      notice  in the  case of  LIBOR  Rate  Loans  and one  (1)  Business  Day's
      irrevocable  notice  in the case of  Alternate  Base  Rate  Loans,  to the
      Administrative  Agent (which  shall notify the Lenders  thereof as soon as
      practicable).  Amounts  prepaid under this Section 2.7(a) shall be applied
      to the outstanding Loans as the Borrower may elect;  provided that (A) any
      prepayment  of the Term Loan  shall be applied  pro rata to the  remaining
      Term Loan  amortization  payments set forth in Section 2.2(b) and (B) each
      Lender  shall   receive  its  pro  rata  share  (except  with  respect  to
      prepayments  of  Swingline  Loans)  of any  such  prepayment  based on its
      Revolving  Commitment  Percentage or Term Loan Commitment  Percentage,  as
      applicable.  Within  the  foregoing  parameters,  prepayments  under  this
      Section  shall be applied  first to Alternate  Base Rate Loans and then to
      LIBOR  Rate  Loans in direct  order of  Interest  Period  maturities.  All
      prepayments  under this Section  2.7(a) shall be subject to Section  2.17,
      but otherwise without premium or penalty;  provided that any prepayment of
      the  outstanding  Term Loan pursuant to this Section 2.7(a) (with proceeds
      of a new  tranche  of term  loans  under this  Credit  Agreement  or other
      optional  prepayment) (1) during the first year following the Closing Date
      shall  be made at 101% of par,  and (2)  thereafter  shall be made at par.
      Interest  on the  principal  amount  prepaid  shall be payable on the next
      occurring  Interest  Payment Date that would have  occurred had such Loans
      not been prepaid or, at the request of the Administrative  Agent, interest
      on the  principal  amount  prepaid  shall be  payable  on any date  that a
      prepayment  is made  hereunder  through  the date of  prepayment.  Amounts
      prepaid on the Revolving  Loans and the Swingline  Loans may be reborrowed
      in accordance with the terms hereof. Amounts prepaid on the Term Loans may
      not be reborrowed.


                                       40
<PAGE>

            (b) Mandatory Prepayments.

                  (i)  Revolving  Committed  Amount.  If at any time  after  the
            Closing  Date,  the  sum  of  the  aggregate   principal  amount  of
            outstanding  Revolving Loans plus the aggregate  principal amount of
            outstanding  Swingline Loans plus LOC  Obligations  shall exceed the
            Revolving  Committed Amount,  the Borrower  immediately shall prepay
            the Loans and cash  collateralize  the LOC  Obligations in an amount
            sufficient to eliminate  such excess (such  prepayment to be applied
            as set forth in clause (vi) below).

                  (ii)  Asset   Dispositions.   Promptly   following  any  Asset
            Disposition (or related series of Asset Dispositions),  the Borrower
            shall prepay the Loans and cash collateralize the LOC Obligations in
            an aggregate  amount equal to one hundred  percent (100%) of the Net
            Cash Proceeds derived from such Asset Disposition (or related series
            of Asset  Dispositions)  (such prepayment to be applied as set forth
            in  clause  (vi)  below);  provided,  however,  that  such  Net Cash
            Proceeds  shall not be  required  to be so applied to the extent the
            Borrower  delivers to the  Administrative  Agent promptly  following
            such Asset Disposition a certificate  stating that it intends to use
            such Net Cash  Proceeds to acquire  like assets used in the business
            of the Borrower and its Subsidiaries  within 180 days of the receipt
            of such Net Cash Proceeds,  it being  expressly  agreed that any Net
            Cash Proceeds not so reinvested shall be applied to prepay the Loans
            and cash  collateralize the LOC Obligations  immediately  thereafter
            (such prepayment to be applied as set forth in clause (vi) below).

                  (iii) Issuances.  Immediately upon receipt by any Credit Party
            of proceeds from (A) any Debt  Issuance,  the Borrower  shall prepay
            the Loans and cash collateralize the LOC Obligations in an aggregate
            amount equal to one hundred  percent (100%) of the Net Cash Proceeds
            of such Debt Issuance to the Lenders (such  prepayment to be applied
            as set forth in clause (vi) below) or (B) any Equity  Issuance,  the
            Borrower  shall  prepay  the  Loans and cash  collateralize  the LOC
            Obligations  in an aggregate  amount equal to fifty percent (50%) of
            the Net Cash Proceeds of such Equity Issuance (such prepayment to be
            applied as set forth in clause (vi) below).

                  (iv) Recovery  Event.  Immediately  upon receipt by any Credit
            Party of proceeds from any Recovery Event, the Borrower shall prepay
            the Loans and cash collateralize the LOC Obligations in an aggregate
            amount  equal to one hundred  percent  (100%) of such cash  proceeds
            (such  prepayment  to be applied as set forth in clause (vi) below);
            provided,  however,  that, so long as no Default or Event of Default
            has occurred and is continuing  at the time of such Recovery  Event,
            (A) the Borrower and its  Subsidiaries  may retain Net Cash Proceeds
            consisting of business  interruption  insurance proceeds and (B) any
            other Net Cash  Proceeds  shall not be  required to be so applied to
            the extent  the  Borrower  delivers  to the  Administrative  Agent a
            certificate  stating that the Borrower  intends to use such Net Cash
            Proceeds  to repair,  restore or replace  the assets  subject to the
            Recovery


                                       41
<PAGE>

            Event within 180 days of the receipt of such Net Cash  Proceeds,  it
            being expressly  agreed that any Net Cash Proceeds not so reinvested
            by the end of the  applicable  period  shall be applied to repay the
            Loans  and/or cash  collateralize  the LOC  Obligations  immediately
            thereafter  (such  prepayment  to be  applied as set forth in clause
            (vi) below).

                  (v) Excess Cash Flow. Within ninety (90) days after the end of
            each fiscal year  (commencing  with the fiscal year ending  December
            31,   2006),   the   Borrower   shall  prepay  the  Loans  and  cash
            collateralize  the LOC  Obligations in an aggregate  amount equal to
            seventy-five  percent  (75%) of the Excess Cash Flow  earned  during
            such prior fiscal year (such  prepayments to be applied as set forth
            in clause (vi) below).

                  (vi)  Application  of  Mandatory   Prepayments.   All  amounts
            required to be paid pursuant to this Section 2.7(b) shall be applied
            as  follows:  (A) with  respect to all amounts  prepaid  pursuant to
            Sections 2.8(b)(i),  (1) first, to the outstanding  Swingline Loans,
            (2) second, to the outstanding  Revolving Loans and (3) third (after
            all Revolving Loans have been repaid),  to a cash collateral account
            in respect of LOC  Obligations,  and (B) with respect to all amounts
            prepaid pursuant to Sections  2.8(b)(ii),  (iii),  (iv) and (v), (1)
            first, to the remaining Term Loan amortization payments set forth in
            Section  2.2(b) on pro rata basis,  (2) second,  to the  outstanding
            Swingline Loans (without a corresponding  permanent reduction in the
            Revolving Committed Amount), (3) third, to the outstanding Revolving
            Loans (without a corresponding  permanent reduction in the Revolving
            Committed  Amount) and (4) fourth  (after all  Revolving  Loans have
            been  repaid),  to a  cash  collateral  account  in  respect  of LOC
            Obligations.  Within the  parameters of the  applications  set forth
            above,  prepayments  shall be applied  first to Alternate  Base Rate
            Loans  and then to LIBOR  Rate  Loans in  direct  order of  Interest
            Period  maturities.  Each  Lender  shall  receive its pro rata share
            (except with respect to prepayments of Swingline  Loans) of any such
            prepayment based on its Revolving Commitment Percentage or Term Loan
            Commitment  Percentages,  as applicable.  All prepayments under this
            Section  2.7(b)  shall be  subject to Section  2.17,  but  otherwise
            without premium or penalty;  provided that any mandatory  prepayment
            of the outstanding Term Loan made pursuant to Section  2.7(b)(ii) or
            Section  2.7(b)(iii)(A)  (x)  during the first  year  following  the
            Closing Date shall be made at 101% of par, and (y) thereafter  shall
            be made at par.

            (c) Hedging Obligations Unaffected. Any repayment or prepayment made
      pursuant to this Section 2.7 shall not affect the Borrower's obligation to
      continue to make payments under any Secured Hedging Agreement, which shall
      remain  in  full  force  and  effect  notwithstanding  such  repayment  or
      prepayment, subject to the terms of such Secured Hedging Agreement.


                                       42
<PAGE>

      Section 2.8 Lending Offices.

      LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending  Office
and Alternate Base Rate Loans at its Domestic Lending Office.

      Section 2.9 Default Rate.

      Upon the occurrence,  and during the continuance,  of an Event of Default,
at the discretion of the Required  Lenders,  the principal of and, to the extent
permitted by law, interest on the Loans and any other amounts owing hereunder or
under the other Credit  Documents shall bear interest,  payable on demand,  at a
per annum rate two percent (2%)  greater than the rate which would  otherwise be
applicable (or if no rate is applicable, whether in respect of interest, fees or
other amounts, then the ABR Default Rate).

      Section 2.10 Conversion Options.

            (a) The Borrower  may, in the case of  Revolving  Loans and the Term
      Loan,  elect  from  time to  time  to  convert  all or any  portion  of an
      Alternate Base Rate Loan to a LIBOR Rate Loan by giving the Administrative
      Agent at least three (3) Business Days' prior  irrevocable  written notice
      of such election; provided that (i) no Alternate Base Rate Loan or portion
      thereof may be converted  into a LIBOR Rate Loan when any Default or Event
      of Default has occurred and is continuing and (ii) conversions shall be in
      an  aggregate  principal  amount  of (A) in the  case of  Revolving  Loans
      $1,000,000  or a whole  multiple of $500,000 in excess  thereof and (B) in
      the case of the Term Loan, $2,000,000 or a whole multiple of $1,000,000 in
      excess thereof.  In addition,  the Borrower may elect from time to time to
      convert all or any portion of a LIBOR Rate Loan to an Alternate  Base Rate
      Loan by giving the Administrative Agent irrevocable written notice thereof
      by  11:00  A.M.  one (1)  Business  Date  prior  to the  proposed  date of
      conversion.  A form of  Notice  of  Conversion/Extension  is  attached  as
      Schedule 2.10. If the date upon which an Alternate Base Rate Loan is to be
      converted to a LIBOR Rate Loan is not a Business Day, then such conversion
      shall be made on the next  succeeding  Business  Day and during the period
      from such last day of an Interest Period to such  succeeding  Business Day
      such Loan shall bear  interest as if it were an Alternate  Base Rate Loan.
      LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the
      last day of the applicable Interest Period. If the date upon which a LIBOR
      Rate  Loan is to be  converted  to an  Alternate  Base  Rate Loan is not a
      Business Day, then such  conversion  shall be made on the next  succeeding
      Business  Day and  during  the  period  from such last day of an  Interest
      Period to such succeeding Business Day such Loan shall bear interest as if
      it were an Alternate Base Rate Loan.

            (b)  Any  LIBOR  Rate  Loans  may be  continued  as  such  upon  the
      expiration of an Interest Period with respect thereto by compliance by the
      Borrower  with  the  notice  provisions   contained  in  Section  2.10(a);
      provided,  that no LIBOR  Rate  Loan  may be  continued  as such  when any
      Default or Event of Default has occurred and is continuing,  in which case
      such Loan shall be automatically  converted to an Alternate Base Rate Loan
      at the end of the applicable  Interest Period with respect thereto. If the
      Borrower shall fail


                                       43
<PAGE>

      to give timely notice of an election to continue a LIBOR Rate Loan, or the
      continuation  of LIBOR Rate Loans is not permitted  hereunder,  such LIBOR
      Rate Loans shall be  automatically  converted to Alternate Base Rate Loans
      at the end of the applicable Interest Period with respect thereto.

      Section 2.11 Computation of Interest and Fees.

      (a) Interest  payable  hereunder with respect to Alternate Base Rate Loans
based on the Prime Rate shall be  calculated  on the basis of a year of 365 days
(or 366 days,  as  applicable)  for the actual  days  elapsed.  All other  fees,
interest and all other  amounts  payable  hereunder  shall be  calculated on the
basis of a 360-day year for the actual days elapsed.  The  Administrative  Agent
shall  as soon as  practicable  notify  the  Borrower  and the  Lenders  of each
determination of a LIBOR Rate on the Business Day of the determination  thereof.
Any  change  in the  interest  rate on a Loan  resulting  from a  change  in the
Alternate Base Rate shall become  effective as of the opening of business on the
day on which such change in the Alternate Base Rate shall become effective.  The
Administrative  Agent shall as soon as  practicable  notify the Borrower and the
Lenders of the effective date and the amount of each such change.

      (b) Each  determination  of an interest rate by the  Administrative  Agent
pursuant to any  provision  of this Credit  Agreement  shall be  conclusive  and
binding on the  Borrower and the Lenders in the absence of manifest  error.  The
Administrative  Agent  shall,  at the  request of the  Borrower,  deliver to the
Borrower a statement showing the computations used by the  Administrative  Agent
in determining any interest rate.

      (c) It is the intent of the Lenders  and the Credit  Parties to conform to
and contract in strict compliance with applicable usury law from time to time in
effect.  All  agreements  between the Lenders and the Credit  Parties are hereby
limited by the  provisions of this  subsection  which shall override and control
all such  agreements,  whether  now  existing or  hereafter  arising and whether
written or oral. In no way, nor in any event or  contingency  (including but not
limited to  prepayment  or  acceleration  of the  maturity  of any Credit  Party
Obligation),  shall the interest taken,  reserved,  contracted for, charged,  or
received under this Credit Agreement,  under the Notes or otherwise,  exceed the
maximum  nonusurious  amount  permissible  under  applicable  law.  If, from any
possible  construction  of any of the Credit  Documents  or any other  document,
interest would otherwise be payable in excess of the maximum nonusurious amount,
any such  construction  shall be subject to the provisions of this paragraph and
such interest shall be automatically  reduced to the maximum  nonusurious amount
permitted  under  applicable  law,  without the  necessity  of  execution of any
amendment or new  document.  If any Lender shall ever receive  anything of value
which is  characterized  as interest on the Loans under applicable law and which
would,  apart  from this  provision,  be in excess  of the  maximum  nonusurious
amount,  an amount equal to the amount which would have been excessive  interest
shall,  without  penalty,  be applied to the reduction of the  principal  amount
owing on the  Loans and not to the  payment  of  interest,  or  refunded  to the
Borrower or the other payor thereof if and to the extent such amount which would
have been excessive exceeds such unpaid principal amount of the Loans. The right
to demand


                                       44
<PAGE>

payment of the Loans or any other  Indebtedness  evidenced  by any of the Credit
Documents  does not  include  the right to receive  any  interest  which has not
otherwise  accrued on the date of such demand,  and the Lenders do not intend to
charge  or  receive  any  unearned  interest  in the event of such  demand.  All
interest  paid or agreed to be paid to the  Lenders  with  respect  to the Loans
shall,  to the extent  permitted  by  applicable  law, be  amortized,  prorated,
allocated,  and spread throughout the full stated term (including any renewal or
extension)  of the  Loans so that the  amount of  interest  on  account  of such
Indebtedness  does not  exceed  the  maximum  nonusurious  amount  permitted  by
applicable law.

      Section 2.12 Pro Rata Treatment and Payments.

            (a)  Allocation  of Payments  Prior to Exercise  of  Remedies.  Each
      borrowing  of  Revolving   Loans  and  any   reduction  of  the  Revolving
      Commitments  shall be made pro rata according to the respective  Revolving
      Commitment Percentages of the Lenders.  Unless otherwise specified herein,
      each  payment  under this Credit  Agreement  or any Note shall be applied,
      first, to any fees then due and owing by the Borrower  pursuant to Section
      2.5, second,  to interest then due and owing hereunder and under the Notes
      and, third, to principal then due and owing hereunder and under the Notes.
      Each payment on account of any fees  pursuant to Section 2.5 shall be made
      pro rata in accordance  with the respective  amounts due and owing (except
      as to the Fronting Fees,  the Issuing  Lender Fees and the  administrative
      fees  referenced  in Section  2.5(d)).  Subject to  Section  2.2(b),  each
      payment (other than  prepayments)  by the Borrower on account of principal
      of and  interest  on the  Revolving  Loans and on the Term  Loan  shall be
      applied to such Loans as directed by the Borrower or otherwise  applied in
      accordance  with  the  terms  of  Section  2.7(a)  hereof.  Each  optional
      prepayment  on  account  of  principal  of the Loans  shall be  applied an
      accordance with Section 2.7(a);  provided,  that prepayments made pursuant
      to Section 2.15 shall be applied in  accordance  with such  Section.  Each
      optional  prepayment on account of principal of the Loans shall be applied
      in accordance with Section 2.7(a) and each mandatory prepayment on account
      of  principal  of the Loans shall be applied in  accordance  with  Section
      2.7(b)(vi).  All  payments  (including  prepayments)  to be  made  by  the
      Borrower on account of principal,  interest and fees shall be made without
      defense,  set-off or counterclaim  (except as provided in Section 2.18(b))
      and  shall be made to the  Administrative  Agent  for the  account  of the
      Lenders at the  Administrative  Agent's office specified in Section 9.2 in
      Dollars and in immediately available funds not later than 1:00 P.M. on the
      date when due. The Administrative  Agent shall distribute such payments to
      the  Lenders  entitled  thereto  promptly  upon  receipt  in like funds as
      received.  If any payment hereunder (other than payments on the LIBOR Rate
      Loans)  becomes due and payable on a day other than a Business  Day,  such
      payment shall be extended to the next  succeeding  Business Day, and, with
      respect to payments of principal, interest thereon shall be payable at the
      then applicable rate during such extension. If any payment on a LIBOR Rate
      Loan  becomes  due and  payable on a day other than a Business  Day,  such
      payment date shall be extended to the next succeeding  Business Day unless
      the result of such extension  would be to extend such payment into another
      calendar  month,  in  which  event  such  payment  shall  be  made  on the
      immediately preceding Business Day.


                                       45
<PAGE>

            (b)   Allocation   of   Payments   After   Exercise   of   Remedies.
      Notwithstanding  any other  provisions  of this  Credit  Agreement  to the
      contrary,  after the exercise of remedies  (other than the  invocation  of
      default interest pursuant to Section 2.9) by the  Administrative  Agent or
      the  Lenders  pursuant  to  Section  7.2 (or after the  Commitments  shall
      automatically  terminate and the Loans (with accrued interest thereon) and
      all other amounts under the Credit  Documents shall  automatically  become
      due and payable in accordance with the terms of such Section), all amounts
      collected or received by the Administrative Agent or any Lender on account
      of the Credit Party Obligations or any other amounts outstanding under any
      of the Credit Documents or in respect of the Collateral shall be paid over
      or  delivered as follows  (irrespective  of whether the  following  costs,
      expenses, fees, interest,  premiums, scheduled periodic payments or Credit
      Party  Obligations are allowed,  permitted or recognized as a claim in any
      proceeding resulting from the occurrence of a Bankruptcy Event):

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

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

                  THIRD,  to the payment of all of the Credit Party  Obligations
            consisting of accrued fees and interest;

                  FOURTH, to the payment of the outstanding  principal amount of
            the  Credit  Party  Obligations,   including  the  payment  or  cash
            collateralization  of the  outstanding  LOC  Obligations  and,  with
            respect  to any  Secured  Hedging  Agreement,  any  fees,  premiums,
            scheduled periodic payments, breakage, termination or other payments
            due under such Secured  Hedging  Agreement and any interest  accrued
            thereon;

                  FIFTH, to the payment of the outstanding  principal  amount of
            the  Credit  Party  Obligations,   including  the  payment  or  cash
            collateralization  of the  outstanding  LOC  Obligations,  and  with
            respect to any Secured Hedging Agreement, any breakage,  termination
            or other payments due under such Secured  Hedging  Agreement and any
            interest accrued thereon;

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


                                       46
<PAGE>

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

      In carrying out the  foregoing,  (i) amounts  received shall be applied in
      the numerical  order provided until  exhausted prior to application to the
      next  succeeding  category;  (ii)  each of the  Lenders  and  any  Hedging
      Agreement  Providers  shall  receive an amount equal to its pro rata share
      (based  on  the  proportion  that  the  then  outstanding  Loans  and  LOC
      Obligations held by such Lender or the outstanding  obligations payable to
      such Hedging  Agreement  Provider bears to the aggregate then  outstanding
      Loans,  LOC Obligations and obligations  payable under all Secured Hedging
      Agreements)  of  amounts  available  to be  applied  pursuant  to  clauses
      "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that
      any amounts  available for  distribution  pursuant to clause "FIFTH" above
      are  attributable to the issued but undrawn amount of outstanding  Letters
      of Credit,  such amounts  shall be held by the  Administrative  Agent in a
      cash  collateral  account and applied (A) first,  to reimburse the Issuing
      Lender from time to time for any drawings under such Letters of Credit and
      (B) then,  following the expiration of all Letters of Credit, to all other
      obligations of the types described in clauses "FIFTH" and "SIXTH" above in
      the manner provided in this Section 2.12(b). Notwithstanding the foregoing
      terms of this Section 2.12(b), only Collateral proceeds and payments under
      the Guaranty (as opposed to ordinary  course  principal,  interest and fee
      payments  hereunder)  shall be applied to  obligations  under any  Secured
      Hedging Agreement.

      Section 2.13 Non-Receipt of Funds by the Administrative Agent.

            (a) Unless the  Administrative  Agent  shall have been  notified  in
      writing by a Lender  prior to the date a Loan is to be made by such Lender
      (which  notice shall be effective  upon receipt) that such Lender does not
      intend to make the proceeds of such Loan  available to the  Administrative
      Agent, the Administrative  Agent may assume that such Lender has made such
      proceeds  available  to the  Administrative  Agent on such  date,  and the
      Administrative  Agent may in reliance upon such  assumption (but shall not
      be required to) make available to the Borrower a corresponding  amount. If
      such   corresponding   amount  is  not  in  fact  made  available  to  the
      Administrative  Agent, the  Administrative  Agent shall be able to recover
      such  corresponding  amount from such Lender.  If such Lender does not pay
      such corresponding amount forthwith upon the Administrative Agent's demand
      therefor,  the Administrative Agent will promptly notify the Borrower, and
      the  Borrower  shall  immediately  pay such  corresponding  amount  to the
      Administrative  Agent. The Administrative  Agent shall also be entitled to
      recover from such Lender or the Borrower,  as the case may be, interest on
      such  corresponding  amount  in  respect  of each day  from the date  such
      corresponding amount was made available by the Administrative Agent to the
      Borrower  to the  date  such  corresponding  amount  is  recovered  by the
      Administrative Agent at a per annum rate equal to (i) from the Borrower at
      the applicable rate for the applicable borrowing pursuant to the Notice of
      Borrowing and (ii) from such Lender at the Federal Funds Effective Rate.

            (b) Unless the  Administrative  Agent  shall have been  notified  in
      writing  by the  Borrower,  prior to the date on which any  payment is due
      from the Borrower hereunder


                                       47
<PAGE>

      (which notice shall be effective  upon receipt) that the Borrower does not
      intend to make such payment,  the Administrative Agent may assume that the
      Borrower has made such payment when due, and the Administrative  Agent may
      in  reliance  upon such  assumption  (but shall not be  required  to) make
      available  to each  Lender on such  payment  date an  amount  equal to the
      portion  of  such  assumed  payment  to  which  such  Lender  is  entitled
      hereunder,  and if the  Borrower  has not in fact made such payment to the
      Administrative   Agent,  such  Lender  shall,  on  demand,  repay  to  the
      Administrative  Agent the amount made  available to such  Lender.  If such
      amount is repaid to the Administrative Agent on a date after the date such
      amount was made  available  to such  Lender,  such Lender shall pay to the
      Administrative  Agent on demand interest on such amount in respect of each
      day from the date such  amount was made  available  by the  Administrative
      Agent  to  such  Lender  to the  date  such  amount  is  recovered  by the
      Administrative  Agent  at a per  annum  rate  equal to the  Federal  Funds
      Effective Rate.

            (c) A  certificate  of the  Administrative  Agent  submitted  to the
      Borrower or any Lender with respect to any amount owing under this Section
      2.13 shall be conclusive in the absence of manifest error.

      Section 2.14 Inability to Determine Interest Rate.

      Notwithstanding  any other provision of this Credit Agreement,  if (i) the
Administrative  Agent shall reasonably  determine (which  determination shall be
conclusive and binding absent manifest  error) that, by reason of  circumstances
affecting the relevant  market,  reasonable  and adequate means do not exist for
ascertaining  LIBOR for such Interest Period, or (ii) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest  error) that the LIBOR Rate does not  adequately and fairly reflect the
cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested
be   outstanding  as  a  LIBOR  Tranche   during  such  Interest   Period,   the
Administrative   Agent   shall   forthwith   give   telephone   notice  of  such
determination,  confirmed in writing, to the Borrower,  and the Lenders at least
two (2) Business Days prior to the first day of such Interest Period. Unless the
Borrower  shall have  notified  the  Administrative  Agent upon  receipt of such
telephone notice that it wishes to rescind or modify its request  regarding such
LIBOR Rate Loans,  any Loans that were  requested to be made as LIBOR Rate Loans
shall be made as Alternate  Base Rate Loans and any Loans that were requested to
be  converted  into or  continued  as LIBOR  Rate  Loans  shall  remain as or be
converted  into  Alternate  Base  Rate  Loans.  Until any such  notice  has been
withdrawn  by the  Administrative  Agent,  no  further  Loans  shall be made as,
continued as, or converted  into,  LIBOR Rate Loans for the Interest  Periods so
affected.

      Section 2.15 Illegality.

      Notwithstanding  any other  provision  of this  Credit  Agreement,  if the
adoption of or any change in any Requirement of Law or in the  interpretation or
application thereof by the relevant  Governmental  Authority to any Lender shall
make it unlawful for such Lender or its LIBOR Lending Office to make or maintain
LIBOR Rate Loans as  contemplated  by this Credit  Agreement or to obtain in the
interbank  eurodollar  market  through its LIBOR  Lending  Office the funds with
which  to  make  such  Loans,   (a)  such  Lender  shall  promptly   notify  the
Administrative


                                       48
<PAGE>

Agent and the Borrower  thereof,  (b) the commitment of such Lender hereunder to
make LIBOR Rate Loans or continue  LIBOR Rate Loans as such shall  forthwith  be
suspended until the Administrative Agent shall give notice that the condition or
situation which gave rise to the suspension  shall no longer exist, and (c) such
Lender's Loans then  outstanding as LIBOR Rate Loans, if any, shall be converted
on the last day of the  Interest  Period for such Loans or within  such  earlier
period as required by law to  Alternate  Base Rate Loans.  The  Borrower  hereby
agrees  promptly to pay any  Lender,  upon its demand,  any  additional  amounts
necessary  to  compensate  such  Lender for  actual  and  direct  costs (but not
including anticipated profits) reasonably incurred by such Lender including, but
not limited to, any  interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain  its LIBOR Rate Loans  hereunder.  A
certificate  as to any  additional  amounts  payable  pursuant  to this  Section
submitted  by such Lender,  through the  Administrative  Agent,  to the Borrower
shall be conclusive in the absence of manifest error.  Each Lender agrees to use
reasonable  efforts  (including  reasonable  efforts to change its LIBOR Lending
Office) to avoid or to  minimize  any  amounts  which may  otherwise  be payable
pursuant to this Section;  provided,  however, that such efforts shall not cause
the  imposition  on such Lender of any  additional  costs or legal or regulatory
burdens deemed by such Lender in its sole discretion to be material.

      Section 2.16 Requirements of Law.

            (a) If the adoption of or any change in any Requirement of Law or in
      the interpretation or application thereof or compliance by any Lender with
      any request or directive (whether or not having the force of law) from any
      central bank or other  Governmental  Authority made subsequent to the date
      hereof:

                  (i)  shall  subject  such  Lender  to  any  tax  of  any  kind
            whatsoever with respect to any Letter of Credit,  any  Participation
            Interest therein or any application relating thereto, any LIBOR Rate
            Loan made by it, or change the basis of taxation of payments to such
            Lender in respect  thereof (except for changes in the rate of tax on
            the overall net income of such Lender);

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

                  (iii) shall impose on such Lender any other condition;

            and the result of any of the  foregoing  is to increase  the cost to
      such  Lender of making or  maintaining  LIBOR Rate Loans or the Letters of
      Credit (or the  Participations  Interests therein) or to reduce any amount
      receivable  hereunder  or under  any Note,  then,  in any such  case,  the
      Borrower shall promptly pay such Lender,  upon its demand,  any additional
      amounts  necessary to compensate  such Lender for such  additional cost or
      reduced  amount  receivable  which  such  Lender  reasonably  deems  to be
      material as determined by such Lender with respect to its LIBOR Rate Loans
      or Letters of Credit. A


                                       49
<PAGE>

      certificate as to any additional  amounts payable pursuant to this Section
      submitted  by  such  Lender,  through  the  Administrative  Agent,  to the
      Borrower shall be conclusive in the absence of manifest error. Each Lender
      agrees to use reasonable efforts  (including  reasonable efforts to change
      its Domestic  Lending Office or LIBOR Lending Office,  as the case may be)
      to avoid or to minimize  any  amounts  which  might  otherwise  be payable
      pursuant to this paragraph of this Section;  provided,  however, that such
      efforts shall not cause the  imposition  on such Lender of any  additional
      costs or legal or  regulatory  burdens  deemed by such  Lender in its sole
      discretion to be material.

            (b) If any Lender shall have reasonably determined that the adoption
      of or any change in any Requirement of Law regarding  capital  adequacy or
      in the interpretation or application  thereof or compliance by such Lender
      or any corporation  controlling  such Lender with any request or directive
      regarding  capital adequacy  (whether or not having the force of law) from
      any central bank or  Governmental  Authority  made  subsequent to the date
      hereof  does or shall  have the effect of  reducing  the rate of return on
      such  Lender's  or such  corporation's  capital  as a  consequence  of its
      obligations  hereunder  to a level  below that  which such  Lender or such
      corporation  could  have  achieved  but  for  such  adoption,   change  or
      compliance  (taking into consideration such Lender's or such corporation's
      policies with respect to capital  adequacy) by an amount reasonably deemed
      by such Lender in its sole  discretion  to be material,  then from time to
      time, within fifteen days after demand by such Lender,  the Borrower shall
      pay to such Lender such  additional  amount as shall be  certified by such
      Lender as being  required  to  compensate  it for such  reduction.  Such a
      certificate  as to any  additional  amounts  payable  under  this  Section
      submitted by a Lender (which  certificate  shall include a description  of
      the basis for the computation),  through the Administrative  Agent, to the
      Borrower shall be conclusive absent manifest error.

            (c)  The   agreements   in  this  Section  2.16  shall  survive  the
      termination  of this  Credit  Agreement  and  payment of the Notes and all
      other amounts payable hereunder.

      Section 2.17 Indemnity.

      The  Borrower  hereby  agrees to  indemnify  each  Lender and to hold such
Lender  harmless  from any funding loss or expense which such Lender may sustain
or  incur  as a  consequence  of (a)  the  failure  of the  Borrower  to pay the
principal  amount of or interest on any Loan by such Lender in  accordance  with
the terms  hereof,  (b) the failure of the Borrower to accept a borrowing  after
the Borrower has given a notice in  accordance  with the terms  hereof,  (c) the
failure of the  Borrower to make any  prepayment  after the Borrower has given a
notice  in  accordance  with the  terms  hereof,  and/or  (d) the  making by the
Borrower of a prepayment of a Loan, or the conversion thereof, on a day which is
not the last day of the  Interest  Period  with  respect  thereto,  in each case
including, but not limited to, any such loss or expense arising from interest or
fees  payable  by such  Lender to lenders  of funds  obtained  by it in order to
maintain its Loans hereunder, but excluding any such loss or expense due to such
Lender's  gross  negligence  or  willful  misconduct.  A  certificate  as to any
additional  amounts  payable  pursuant to this Section  submitted by any Lender,
through the  Administrative  Agent, to the Borrower (which  certificate  must be
delivered to the  Administrative  Agent within thirty (30) days  following  such
default,


                                       50
<PAGE>

prepayment or conversion)  shall be conclusive in the absence of manifest error.
The  agreements  in this  Section  shall  survive  termination  of  this  Credit
Agreement and payment of the Notes and all other amounts payable hereunder.

      Section 2.18 Taxes.

            (a) All payments  made by the  Borrower  hereunder or under any Note
      will be,  except as provided in Section  2.18(b),  made free and clear of,
      and without  deduction or  withholding  for, any present or future  taxes,
      levies,  imposts,  duties, fees,  assessments or other charges of whatever
      nature now or hereafter  imposed by any  Governmental  Authority or by any
      political  subdivision or taxing authority thereof or therein with respect
      to such payments (but  excluding any tax imposed on or measured by the net
      income or profits of a Lender pursuant to the laws of the  jurisdiction in
      which it is organized or the jurisdiction in which the principal office or
      applicable  lending  office of such  Lender is located or any  subdivision
      thereof or therein) and all  interest,  penalties  or similar  liabilities
      with  respect  thereto  (all such  non-excluded  taxes,  levies,  imposts,
      duties, fees,  assessments or other charges being referred to collectively
      as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to
      pay the full amount of such Taxes,  and such additional  amounts as may be
      necessary  so that every  payment  of all  amounts  due under this  Credit
      Agreement or under any Note,  after  withholding  or  deduction  for or on
      account of any Taxes, will not be less than the amount provided for herein
      or in such Note. The Borrower will furnish to the Administrative  Agent as
      soon as  practicable  after  the  date  the  payment  of any  Taxes is due
      pursuant to  applicable  law  certified  copies (to the extent  reasonably
      available and required by law) of tax receipts  evidencing such payment by
      the  Borrower.  The Borrower  agrees to indemnify  and hold  harmless each
      Lender, and reimburse such Lender upon its written request, for the amount
      of any Taxes so levied or imposed and paid by such Lender.

            (b) Each Lender that is not a United  States person (as such term is
      defined  in  Section  7701(a)(30)  of the Code)  agrees to  deliver to the
      Borrower and the Administrative  Agent on or prior to the Closing Date, or
      in the case of a Lender that is an assignee or  transferee  of an interest
      under this  Credit  Agreement  pursuant  to  Section  9.6(d)  (unless  the
      respective Lender was already a Lender hereunder immediately prior to such
      assignment  or  transfer),  on the date of such  assignment or transfer to
      such Lender,  (i) if the Lender is a "bank"  within the meaning of Section
      881(c)(3)(A) of the Code, two accurate and complete original signed copies
      of Internal  Revenue  Service Form W-8BEN,  W-8ECI or W-8IMY (or successor
      forms) certifying such Lender's  entitlement to a complete  exemption from
      United  States  withholding  tax with respect to payments to be made under
      this Credit  Agreement  and under any Note, or (ii) if the Lender is not a
      "bank" within the meaning of Section  881(c)(3)(A)  of the Code,  Internal
      Revenue  Service Form W-8BEN,  W-8ECI or W-8IMY as set forth in clause (i)
      above,  or (x) a certificate  in  substantially  the form of Schedule 2.18
      (any such  certificate,  a "Tax Exempt  Certificate") and (y) two accurate
      and  complete  original  signed  copies of Internal  Revenue  Service Form
      W-8BEN (or successor  form)  certifying  such Lender's  entitlement  to an
      exemption from United States  withholding  tax with respect to payments of
      interest to be made under this  Credit  Agreement  and under any Note.  In
      addition, each Lender


                                       51
<PAGE>

      agrees that it will deliver upon the Borrower's  request updated  versions
      of the foregoing,  as applicable,  whenever the previous certification has
      become obsolete or inaccurate in any material respect,  together with such
      other  forms as may be  required  in order to  confirm  or  establish  the
      entitlement  of such Lender to a continued  exemption from or reduction in
      United States  withholding  tax with respect to payments under this Credit
      Agreement and any Note. Notwithstanding anything to the contrary contained
      in Section 2.18(a),  but subject to the immediately  succeeding  sentence,
      (x) the Borrower shall be entitled,  to the extent it is required to do so
      by law, to deduct or withhold  Taxes  imposed by the United States (or any
      political  subdivision  or  taxing  authority  thereof  or  therein)  from
      interest,  fees or other amounts payable  hereunder for the account of any
      Lender  which is not a United  States  person  (as such term is defined in
      Section  7701(a)(30) of the Code) for U.S.  federal income tax purposes to
      the extent that such Lender has not provided to the Borrower U.S. Internal
      Revenue  Service  Forms  that  establish  a complete  exemption  from such
      deduction  or  withholding  and (y) the  Borrower  shall not be  obligated
      pursuant to Section  2.18(a)  hereof to gross-up  payments to be made to a
      Lender in respect of Taxes imposed by the United States if (I) such Lender
      has not  provided to the  Borrower  the  Internal  Revenue  Service  Forms
      required to be provided to the Borrower  pursuant to this Section  2.18(b)
      or (II)  in the  case of a  payment,  other  than  interest,  to a  Lender
      described  in clause  (ii)  above,  to the  extent  that such Forms do not
      establish  a  complete   exemption   from   withholding   of  such  Taxes.
      Notwithstanding  anything  to the  contrary  contained  in  the  preceding
      sentence or  elsewhere in this Section  2.18,  the Borrower  agrees to pay
      additional amounts and to indemnify each Lender in the manner set forth in
      Section  2.18(a)  (without  regard  to the  identity  of the  jurisdiction
      requiring the deduction or withholding) in respect of any amounts deducted
      or withheld by it as described in the immediately  preceding sentence as a
      result  of any  changes  after the  Closing  Date in any  applicable  law,
      treaty,  governmental  rule,  regulation,  guideline  or order,  or in the
      interpretation thereof, relating to the deducting or withholding of Taxes.

            (c)  Each  Lender  agrees  to  use  reasonable   efforts  (including
      reasonable  efforts to change its Domestic Lending Office or LIBOR Lending
      Office,  as the case may be) to avoid or to  minimize  any  amounts  which
      might otherwise be payable  pursuant to this Section;  provided,  however,
      that such  efforts  shall not cause the  imposition  on such Lender of any
      additional  costs or legal or regulatory  burdens deemed by such Lender in
      its reasonable discretion to be material.

            (d) If the  Borrower  pays any  additional  amount  pursuant to this
      Section  2.18 with respect to a Lender,  such Lender shall use  reasonable
      efforts to obtain a refund of tax or credit against its tax liabilities on
      account  of  such  payment;  provided  that  such  Lender  shall  have  no
      obligation to use such reasonable efforts if either (i) it is in an excess
      foreign tax credit position or (ii) it believes in good faith, in its sole
      discretion,  that  claiming a refund or credit  would  cause  adverse  tax
      consequences  to it. In the event that such Lender  receives such a refund
      or credit,  such  Lender  shall pay to the  Borrower  an amount  that such
      Lender  reasonably  determines is equal to the net tax benefit obtained by
      such Lender as a result of such payment by the Borrower. In the event that
      no refund or credit is obtained with respect to the Borrower's payments to
      such Lender pursuant to this


                                       52
<PAGE>

      Section 2.18,  then such Lender shall upon request provide a certification
      that such  Lender has not  received a refund or credit for such  payments.
      Nothing  contained in this Section 2.18 shall require a Lender to disclose
      or detail the basis of its calculation of the amount of any tax benefit or
      any  other  amount or the basis of its  determination  referred  to in the
      proviso to the first  sentence of this Section 2.18 to the Borrower or any
      other party.

            (e)  The   agreements   in  this  Section  2.18  shall  survive  the
      termination of this Credit  Agreement and the payment of the Notes and all
      other amounts payable hereunder.

      Section 2.19 Indemnification; Nature of Issuing Lender's Duties.

            (a) In addition to its other  obligations  under  Section  2.3,  the
      Borrower  hereby  agrees to protect,  indemnify,  pay and save the Issuing
      Lender and each  Revolving  Lender  harmless  from and against any and all
      claims, demands, liabilities, damages, losses, costs, charges and expenses
      (including  reasonable  attorneys'  fees) that the Issuing  Lender or such
      Revolving  Lender may incur or be subject to as a  consequence,  direct or
      indirect,  of (i) the issuance of any Letter of Credit or (ii) the failure
      of the  Issuing  Lender to honor a  drawing  under a Letter of Credit as a
      result  of any act or  omission,  whether  rightful  or  wrongful,  of any
      present or future de jure or de facto government or governmental authority
      (all such acts or omissions, herein called "Government Acts").

            (b) As  between  the  Borrower  and  the  Issuing  Lender  and  each
      Revolving  Lender,  the  Borrower  shall  assume  all  risks of the  acts,
      omissions  or misuse of any Letter of Credit by the  beneficiary  thereof.
      Neither the Issuing Lender nor any Revolving  Lender shall be responsible:
      (i) for the form, validity,  sufficiency,  accuracy,  genuineness or legal
      effect  of any  document  submitted  by any party in  connection  with the
      application for and issuance of any Letter of Credit, even if it should in
      fact prove to be in any or all respects invalid, insufficient, inaccurate,
      fraudulent  or  forged;  (ii)  for  the  validity  or  sufficiency  of any
      instrument  transferring  or assigning or purporting to transfer or assign
      any  Letter of Credit or the rights or  benefits  thereunder  or  proceeds
      thereof,  in whole or in part, that may prove to be invalid or ineffective
      for any reason; (iii) for failure of the beneficiary of a Letter of Credit
      to comply fully with conditions required in order to draw upon a Letter of
      Credit;   (iv)  for  errors,   omissions,   interruptions   or  delays  in
      transmission or delivery of any messages, by mail, cable, telegraph, telex
      or  otherwise,  whether  or not  they  be in  cipher;  (v) for  errors  in
      interpretation  of  technical  terms;  (vi)  for any  loss or delay in the
      transmission  or  otherwise  of any  document  required in order to make a
      drawing under a Letter of Credit or of the proceeds thereof; and (vii) for
      any  consequences  arising  from causes  beyond the control of the Issuing
      Lender  or  any  Revolving  Lender,  including,  without  limitation,  any
      Government  Acts. None of the above shall affect,  impair,  or prevent the
      vesting of the Issuing Lender's rights or powers hereunder.

            (c) In  furtherance  and  extension  and  not in  limitation  of the
      specific provisions  hereinabove set forth, any action taken or omitted by
      the Issuing Lender or any Revolving  Lender,  under or in connection  with
      any Letter of Credit or the related  certificates,  if taken or omitted in
      the absence of gross negligence or willful misconduct,


                                       53
<PAGE>

      shall not put such  Issuing  Lender  or such  Revolving  Lender  under any
      resulting  liability to the  Borrower.  It is the intention of the parties
      that this Credit  Agreement  shall be construed and applied to protect and
      indemnify the Issuing Lender and each Revolving Lender against any and all
      risks  involved in the  issuance  of the  Letters of Credit,  all of which
      risks are hereby assumed by the Borrower,  including,  without limitation,
      any and all risks of the acts or omissions,  whether rightful or wrongful,
      of any Government Authority.  The Issuing Lender and the Revolving Lenders
      shall not, in any way, be liable for any failure by the Issuing  Lender or
      anyone else to pay any  drawing  under any Letter of Credit as a result of
      any  Government  Acts or any other cause beyond the control of the Issuing
      Lender and the Revolving Lenders.

            (d)  Nothing  in  this   Section  2.19  is  intended  to  limit  the
      Reimbursement  Obligation  of the  Borrower  contained  in Section  2.3(d)
      hereof.  The  obligations  of the  Borrower  under this Section 2.19 shall
      survive the termination of this Credit  Agreement.  No act or omissions of
      any current or prior  beneficiary  of a Letter of Credit  shall in any way
      affect or  impair  the  rights of the  Issuing  Lender  and the  Revolving
      Lenders  to  enforce  any  right,  power  or  benefit  under  this  Credit
      Agreement.

            (e)  Notwithstanding  anything  to the  contrary  contained  in this
      Section  2.19,  the Borrower  shall have no  obligation  to indemnify  the
      Issuing  Lender  or any  Revolving  Lender  in  respect  of any  liability
      incurred by the Issuing Lender or such Revolving Lender arising out of the
      gross  negligence or willful  misconduct of the Issuing Lender  (including
      action  not taken by the  Issuing  Lender or such  Revolving  Lender),  as
      determined   by  a  court  of  competent   jurisdiction   or  pursuant  to
      arbitration.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      To induce the Lenders to enter into this Credit  Agreement and to make the
Extensions of Credit herein  provided for, the Credit Parties  hereby  represent
and warrant to the Administrative Agent and to each Lender that:

      Section 3.1 Financial Condition.

      The  Borrower  has  delivered  the  following  financial   statements  and
projections to the Administrative  Agent and the Lenders,  in form and substance
reasonably satisfactory to the Administrative Agent:

            (a) unaudited  balance  sheets and the related  statements of income
      and of cash flows of the Borrower and its  consolidated  Subsidiaries  for
      the fiscal year ended December 31, 2004;


                                       54
<PAGE>

            (b) unaudited  balance  sheets and the related  statements of income
      and of cash flows of the Borrower and its  consolidated  Subsidiaries  for
      fiscal quarter ended June 30, 2005;

            (c)  unaudited  monthly  balance  sheets and related  statements  of
      income for the  Borrower  and its  consolidated  Subsidiaries  through the
      month  most  recently  ended  prior to the  Closing  Date for  which  such
      statements are available;

            (d) an opening  balance  sheet of the Borrower and its  consolidated
      Subsidiaries  as of June 30,  2005  giving  effect  to the  initial  Loans
      hereunder and the other transactions to occur on the Closing Date; and

            (e) six-year projections (consisting of projected balance sheets and
      statements  of income  and cash flows  prepared  by the  Borrower)  of the
      Borrower and its consolidated Subsidiaries, which shall have been prepared
      in good faith based upon reasonable assumptions.

      The financial statements referred to in subsections (a), (b), (c), and (d)
above are complete and correct and present fairly the financial condition of the
Borrower and its Subsidiaries as of such dates.  All such financial  statements,
including  the  related  schedules  and notes  thereto,  have been  prepared  in
accordance  with GAAP  applied  consistently  throughout  the  periods  involved
(except as disclosed therein).

      Section 3.2 No Change.

      Since  December 31, 2003 there has been no  development or event which has
had or could reasonably be expected to have a Material Adverse Effect.

      Section 3.3 Corporate Existence; Compliance with Law.

      Each of the Borrower and the other Credit  Parties (a) is duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation or organization; (b) has the requisite power and authority and the
legal  right to own and  operate  all its  property,  to lease the  property  it
operates as lessee and to conduct the business in which it is currently engaged;
(c) is duly qualified to conduct business and in good standing under the laws of
(i) the jurisdiction of its organization,  (ii) the jurisdiction where its chief
executive  office is  located  and (iii) and each other  jurisdiction  where its
ownership,  lease or  operation  of  property  or the  conduct  of its  business
requires such qualification  except to the extent that the failure to so qualify
or be in good standing in any such other jurisdiction could not, individually or
in the aggregate,  reasonably be expected to have a Material Adverse Effect; and
(d) is in compliance with all  Requirements of Law except to the extent that the
failure  to  comply  therewith  could  not,  individually  or in the  aggregate,
reasonably be expected to have a Material  Adverse  Effect;  provided,  however,
that the  Borrower is not in  compliance  with certain SEC  requirements  as set
forth in the SEC Letter but such non-compliance could not reasonably be expected
to have a Material  Adverse  Effect.  Without  limiting  the  generality  of the
foregoing, each of the Borrower and the other Credit Parties represents that:


                                       55
<PAGE>

            (i) (A)  There is no  Credit  Party or  individual  employed  by any
      Credit Party who may  reasonably be expected to have criminal  culpability
      or  to  be  excluded  or  suspended  from  participation  in  any  Medical
      Reimbursement  Program  for  their  corporate  or  individual  actions  or
      failures to act where such culpability, exclusion and/or suspension has or
      could be reasonably  expected to result in a Material Adverse Effect;  and
      (B) there is no member of  management  continuing  to be  employed  by any
      Credit Party who may reasonably be expected to have individual culpability
      for matters under investigation by any Governmental  Authority unless such
      member of management  has been,  within a reasonable  period of time after
      discovery of such actual or  potential  culpability,  either  suspended or
      removed from positions of responsibility related to those activities under
      challenge by the Governmental  Authority and where such failure to suspend
      or remove such Person has or could be  reasonably  expected to result in a
      Material Adverse Effect;

            (ii)  Current   billing   policies,   arrangements,   protocols  and
      instructions  comply with requirements of Medical  Reimbursement  Programs
      and are administered by properly  trained  personnel except where any such
      failure to comply could not reasonably be expected to result in a Material
      Adverse Effect; and

            (iii) Current medical director  compensation  arrangements,  if any,
      and other  arrangements  with referring  physicians,  if any,  comply with
      state and federal  self-referral and anti-kickback laws, including without
      limitation 42 U.S.C. Section 1320a-7b(b)(1) - (b)(2) and 42 U.S.C. Section
      1395nn,  except where any such failure to comply could not  reasonably  be
      expected to result in a Material Adverse Effect.

      Section 3.4 Corporate Power; Authorization; Enforceable Obligations.

      Each of the  Borrower  and the other  Credit  Parties  has full  power and
authority and the legal right to make,  deliver and perform the Credit Documents
to which it is party and has taken all necessary  limited  liability  company or
corporate  action to authorize the execution,  delivery and performance by it of
the Credit  Documents  to which it is party.  No consent  or  authorization  of,
filing  with,  notice  to or other act by or in  respect  of,  any  Governmental
Authority or any other Person (except as it may relate to immaterial  contracts)
is required in connection  with the borrowings  hereunder or with the execution,
delivery or  performance  of any Credit  Document  by the  Borrower or the other
Credit  Parties (other than those which have been obtained) or with the validity
or  enforceability  of any Credit  Document  against  the  Borrower or the other
Credit  Parties  (except such filings as are  necessary in  connection  with the
perfection of the Liens created by such Credit Documents).  Each Credit Document
to which it is a party has been duly  executed  and  delivered  on behalf of the
Borrower and the other Credit Parties,  as the case may be. Each Credit Document
to which it is a party constitutes a legal,  valid and binding obligation of the
Borrower and the other Credit Parties,  as the case may be, enforceable  against
the Borrower and such other Credit Party, as the case may be, in accordance with
its terms,  except as  enforceability  may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors'  rights  generally and by general  equitable  principles  (whether
enforcement is sought by proceedings in equity or at law).


                                       56
<PAGE>

      Section 3.5 No Legal Bar; No Default.

      The  execution,  delivery and  performance  of the Credit  Documents,  the
borrowings  thereunder and the use of the proceeds of the Loans will not violate
(a)  any  Requirement  of Law  or any  material  Contractual  Obligation  of the
Borrower or any other Credit Party (except those as to which waivers or consents
have been  obtained),  (b) conflict with,  result in a breach of or constitute a
default under any approval or consent from any Governmental  Authority  relating
to such  Person,  and (c) will not  result  in,  or  require,  the  creation  or
imposition of any Lien on any Credit Party's  properties or revenues pursuant to
any  Requirement of Law or Contractual  Obligation  other than the Liens arising
under or  contemplated  in  connection  with the Credit  Documents.  Neither the
Borrower nor any other  Credit Party is in default  under or with respect to any
of its Contractual Obligations in any respect which could reasonably be expected
to have a Material  Adverse Effect.  No Default or Event of Default has occurred
and is continuing.

      Section 3.6 No Material Litigation.

      No  litigation,   investigation,   claim,  criminal   prosecution,   civil
investigative  demand,  imposition of criminal or civil fines and penalties,  or
any other  proceeding  of or before any  arbitrator  or  Governmental  Authority
including  but  not  limited  to  those  regulatory  agencies   responsible  for
licensing, accrediting or issuing Medicare or Medicaid certifications is pending
or, to the best  knowledge of the Credit  Parties,  threatened by or against any
Credit  Party  or  any of  its  Subsidiaries  or  against  any  of its or  their
respective  properties  or revenues (a) with respect to the Credit  Documents or
any Extension of Credit or any of the transactions  contemplated  hereby, or (b)
which,  if  adversely  determined,  could  individually  or  in  the  aggregate,
reasonably be expected to have a Material Adverse Effect.

      Section 3.7 Investment Company Act; PUHCA; Etc..

      Neither  the  Borrower  nor  any  other  Credit  Party  is an  "investment
company",  or a company  "controlled"  by an  "investment  company",  within the
meaning of the Investment Company Act of 1940, as amended.  Neither the Borrower
nor any other Credit  Party is subject to  regulation  under the Public  Utility
Holding  Company Act of 1935, as amended,  the Federal Power Act, the Interstate
Commerce Act or any federal or state statute or regulation  limiting its ability
to incur the Credit Party Obligations.

      Section 3.8 Margin Regulations.

      No part of the proceeds of any Extension of Credit  hereunder will be used
directly  or  indirectly  for  any  purpose  which  violates,   which  would  be
inconsistent  with or which  would  require  any  Lender  to make any  filing in
accordance  with,  the  provisions  of  Regulation  T,  U or X of the  Board  of
Governors of the Federal  Reserve  System as now and from time to time hereafter
in effect. The Credit Parties and their Subsidiaries taken as a group do not own
"margin stock" except as identified in the financial  statements  referred to in
Section 3.1 and the  aggregate  value of all "margin  stock" owned by the Credit
Parties  and their  Subsidiaries  taken as a group does not  exceed  twenty-five
percent (25%) of the value of their assets.


                                       57
<PAGE>

      Section 3.9 ERISA.

      Neither a Reportable Event nor an "accumulated funding deficiency" (within
the  meaning of Section  412 of the Code or Section  302 of ERISA) has  occurred
during the five-year  period prior to the date on which this  representation  is
made or deemed made with respect to any Plan,  and each Plan has complied in all
material  respects with the applicable  provisions of ERISA and the Code, except
to the extent that any such occurrence or failure to comply would not reasonably
be  expected  to have a Material  Adverse  Effect.  No  termination  of a Single
Employer  Plan  has  occurred  resulting  in any  liability  that  has  remained
underfunded,  and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year  period which could  reasonably be expected to have a Material Adverse
Effect.  The present value of all accrued  benefits  under each Single  Employer
Plan  (based on those  assumptions  used to fund such  Plans) did not, as of the
last annual  valuation  date prior to the date on which this  representation  is
made or deemed  made,  exceed the value of the assets of such Plan  allocable to
such accrued benefits by an amount which, as determined in accordance with GAAP,
could  reasonably  be expected to have a Material  Adverse  Effect.  Neither any
Credit Party nor any  Commonly  Controlled  Entity is  currently  subject to any
liability for a complete or partial  withdrawal from a Multiemployer  Plan which
could reasonably be expected to have a Material Adverse Effect.

      Section 3.10 Environmental Matters.

            (a) To the best  knowledge  of the  Borrower  and the  other  Credit
      Parties,  the facilities and properties  owned,  leased or operated by the
      Borrower and the other Credit  Parties or any of their  Subsidiaries  (the
      "Properties")  do not contain any  Materials of  Environmental  Concern in
      amounts or  concentrations  which (i)  constitute a violation  of, or (ii)
      could give rise to  liability  on behalf of any Credit  Party  under,  any
      Environmental  Law,  which  could  reasonably  be  expected to result in a
      Material Adverse Effect.

            (b) To the best  knowledge  of the  Borrower  and the  other  Credit
      Parties,  the  Properties and all operations of the Borrower and the other
      Credit  Parties  and/or  their  Subsidiaries  at  the  Properties  are  in
      compliance,  and have in the last five (5) years (or in the case of leased
      Property,  during the period of time that the applicable Credit Party have
      leased such Property),  been in compliance,  in all material respects with
      all applicable Environmental Laws, and there is no contamination at, under
      or about the Properties or violation of any Environmental Law with respect
      to the  Properties or the business  operated by the Borrower and the other
      Credit Parties or any of their Subsidiaries (the "Business") for which any
      Credit Party could  reasonably  be expected to have  liability  that could
      result in a Material Adverse Effect.

            (c) Neither the  Borrower  nor any of the other  Credit  Parties has
      received any written or actual  notice of  violation,  alleged  violation,
      non-compliance,  liability or potential liability regarding  environmental
      matters or compliance  with  Environmental  Laws with regard to any of the
      Properties  or the  Business,  nor does the  Borrower  or any of the other
      Credit Parties nor any of their  Subsidiaries  have knowledge or reason to
      believe that any such notice will be received or is being threatened.


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            (d) To the best  knowledge  of the  Borrower  and the  other  Credit
      Parties,  Materials of Environmental  Concern have not been transported or
      disposed of from the  Properties  in violation  of, or in a manner or to a
      location  which could give rise to liability on behalf of any Credit Party
      under any  Environmental  Law,  nor, to the knowledge of any Credit Party,
      have any  Materials  of  Environmental  Concern been  generated,  treated,
      stored or disposed of at, on or under any of the  Properties  in violation
      of, or in a manner  that  could  give rise to  liability  on behalf of any
      Credit  Party  under,  any  applicable   Environmental   Law  which  could
      reasonably be expected to result in a Material Adverse Effect.

            (e) No judicial proceeding or governmental or administrative  action
      is pending  or, to the  knowledge  of the  Borrower  and the other  Credit
      Parties,  threatened, under any Environmental Law to which the Borrower or
      any other  Credit Party or any  Subsidiary  is or will be named as a party
      with respect to the  Properties or the  Business,  nor to the knowledge of
      any Credit Party are there any consent  decrees or other decrees,  consent
      orders,  administrative orders or other orders, or other administrative or
      judicial requirements outstanding under any Environmental Law with respect
      to the Properties or the Business pursuant to which any Credit Party would
      have  liability  which  could  reasonably  be  expected to have a Material
      Adverse Effect.

            (f) To the best  knowledge  of the  Borrower  and the  other  Credit
      Parties,  there has been no release or threat of release of  Materials  of
      Environmental  Concern  at or from  the  Properties,  or  arising  from or
      related to the operations of the Borrower or any other Credit Party or any
      Subsidiary  in connection  with the  Properties or otherwise in connection
      with the Business, in violation of or in amounts or in a manner that could
      give rise to liability  on behalf of any Credit Party under  Environmental
      Laws which could  reasonably  be expected to result in a Material  Adverse
      Effect.

      Section 3.11 Use of Proceeds.

      The  proceeds  of the  Extensions  of Credit  shall be used  solely by the
Borrower to (i) repay certain existing  indebtedness  (including the Convertible
Bonds),   (ii)  pay  any  fees  and  expenses  owing  to  the  Lenders  and  the
Administrative  Agent in connection with this Credit Agreement and (iii) provide
for working capital and other general corporate  purposes,  including  Permitted
Acquisitions and permitted capital expenditures.

      Section 3.12 Subsidiaries; Joint Ventures; Partnerships.

      Set  forth  on  Schedule  3.12  is a  complete  and  accurate  list of all
Subsidiaries, joint ventures and partnerships of the Credit Parties. Information
on the attached  Schedule  includes state of incorporation or organization;  the
number  of shares  of each  class of  Capital  Stock or other  equity  interests
outstanding;  the number and percentage of  outstanding  shares of each class of
Capital  Stock;  and the number and effect,  if  exercised,  of all  outstanding
options,  warrants,  rights of  conversion or purchase and similar  rights.  The
outstanding Capital Stock and other equity interests of all such Subsidiaries is
validly issued, fully paid and non-assessable and is


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<PAGE>

owned,  free  and  clear  of all  Liens  (other  than  those  arising  under  or
contemplated in connection with the Credit  Documents).  The Borrower may update
Schedule 3.12 from time to time by providing a replacement  Schedule 3.12 to the
Administrative Agent.

      Section 3.13 Ownership.

      Each Credit Party and its  Subsidiaries  is the owner of, and has good and
marketable  title to, all of its respective  assets,  except as may be permitted
pursuant Section 6.13 hereof, and a valid and enforceable  leasehold interest in
all of its leased real property,  and none of such assets is subject to any Lien
other than Permitted Liens.

      Section 3.14 Indebtedness.

      Except as otherwise  permitted  under Section 6.1, the Credit  Parties and
their Subsidiaries have no Indebtedness.

      Section 3.15 Taxes.

      Each of the Credit Parties and its Subsidiaries has filed, or caused to be
filed, all tax returns (federal,  state, local and foreign) required to be filed
and paid (a) all amounts of taxes shown  thereon to be due  (including  interest
and penalties) and (b) all other taxes, fees, assessments and other governmental
charges  (including  mortgage  recording  taxes,  documentary  stamp  taxes  and
intangibles  taxes)  owing by it,  except  for such  taxes (i) which are not yet
delinquent  or (ii)  that  are  being  contested  in good  faith  and by  proper
proceedings,  and  against  which  adequate  reserves  are being  maintained  in
accordance  with  GAAP.  Neither  any  of  the  Credit  Parties  nor  any of its
Subsidiaries  are aware as of the Closing Date of any  proposed tax  assessments
against it or any of its Subsidiaries which could reasonably be expected to have
a Material Adverse Effect.

      Section 3.16 Intellectual Property.

      Each of the Credit  Parties and its  Subsidiaries  owns,  or has the legal
right to use,  all  Intellectual  Property to conduct its  business as currently
conducted,  except to the extent that the failure thereof in the aggregate could
not  reasonably  be expected  to have a Material  Adverse  Effect.  Set forth on
Schedule 3.16 is a list of all Intellectual Property owned by each of the Credit
Parties and its  Subsidiaries  or that each of the Credit  Parties or any of its
Subsidiaries  has the right to use. Except as disclosed on Schedule 3.16 hereto,
(a) and except for the licensed  Intellectual  Property as disclosed on Schedule
3.16, the specified Credit Party has the right to use the material  Intellectual
Property  disclosed on Schedule 3.16 hereto in perpetuity and without payment of
royalties,   (b)  all  registrations   with  and  applications  to  Governmental
Authorities in respect of the material Intellectual Property owned by the Credit
Parties,  and to the  knowledge of the Credit  Parties,  the  material  licensed
Intellectual  Property,  are valid  and in full  force  and  effect  and are not
subject  to the  payment  of any taxes or  maintenance  fees to  maintain  their
validity or  effectiveness,  and (c) there are no  restrictions on the direct or
indirect  transfer  of any  material  Intellectual  Property,  or  any  interest
therein,  held by any of the Credit  Parties  in  respect  of any such  material
Intellectual Property which has not been obtained. To the knowledge of the


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Credit Parties: (i) none of the Credit Parties is in default (or with the giving
of notice or lapse of time or both,  would be in  default)  under any license to
use such material Intellectual Property;  (ii) no claim has been asserted and is
pending by any Person  challenging or  questioning  the use of any such material
Intellectual  Property or the  validity or  effectiveness  of any such  material
Intellectual  Property,  nor do the Credit Parties or any of their  Subsidiaries
know of any such claim  which  could  reasonably  be expected to have a Material
Adverse  Effect;  and, to the  knowledge  of the Credit  Parties or any of their
Subsidiaries,  the  use of such  material  Intellectual  Property  by any of the
Credit Parties or any of its Subsidiaries does not infringe on the rights of any
Person,  in each case which  could  reasonably  be  expected  to have a Material
Adverse  Effect.  The Credit Parties have recorded or deposited with and paid to
the United States Copyright Office,  the Register of Copyrights,  the Copyrights
Royalty Tribunal or other  Governmental  Authority,  all notices,  statements of
account,  royalty  fees and  other  documents  and  instruments  required  to be
recorded  or  deposited  by  any of the  Credit  Parties  under  the  terms  and
conditions of any Contractual Obligation of the Credit Parties applicable to the
Intellectual  Property  and/or under Title 17 of the United  States Code and the
rules and regulations issued thereunder (collectively, the "Copyright Act"), and
are not liable to any Person for copyright  infringement under the Copyright Act
or any other law,  rule,  regulation,  contract  or license as a result of their
business  operations.  Schedule  3.16 may be  updated  from  time to time by the
Borrower to include new  Intellectual  Property by giving written notice thereof
to the Administrative Agent.

      Section 3.17 Solvency.

      The fair saleable value of each Credit Party's assets, measured on a going
concern basis,  exceeds all of its probable  liabilities,  including those to be
incurred pursuant to this Credit  Agreement.  None of the Credit Parties (a) has
unreasonably  small  capital  in  relation  to the  business  in  which it is or
proposes to be engaged or (b) has incurred, or believes that it will incur after
giving effect to the transactions  contemplated by this Credit Agreement,  debts
beyond its ability to pay such debts as they become due. In executing the Credit
Documents and consummating the transactions  contemplated  thereby,  none of the
Credit  Parties  intends to hinder,  delay or defraud  either  present or future
creditors or other Persons to which one or more of the Credit Parties is or will
become indebted.

      Section 3.18 Investments.

      All  Investments  of each of the Credit Parties and its  Subsidiaries  are
Permitted Investments.

      Section 3.19 Location of Collateral.

      Set forth on Schedule  3.19(a) is a list of the  Properties  of the Credit
Parties  and their  Subsidiaries  as of the Closing  Date with  street  address,
county and state where located.  Set forth on Schedule  3.19(b) is a list of all
locations where any tangible  personal  property of the Credit Parties and their
Subsidiaries  with a fair market value in excess of $25,000 is located as of the
Closing Date,  including  county and state where located.  Set forth on Schedule
3.19(c) is the chief executive office and principal place of business of each of
the Credit Parties and their


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<PAGE>

Subsidiaries  and the State of incorporation or organization of each such Person
as of the Closing Date.

      Section 3.20 Brokers' Fees.

      None of the Credit Parties or any of its  Subsidiaries  has any obligation
to any Person in respect of any finder's, broker's,  investment banking or other
similar fee in connection with any of the  transactions  contemplated  under the
Credit  Documents other than the closing and other fees payable pursuant to this
Credit Agreement and as set forth in the Fee Letter.

      Section 3.21 Labor Matters.

      There are no  collective  bargaining  agreements  or  Multiemployer  Plans
covering the employees of any of the Credit  Parties or any of its  Subsidiaries
as of the Closing  Date,  other than as set forth in Schedule  3.21 hereto,  and
none of the  Credit  Parties or any of its  Subsidiaries  (i) has  suffered  any
strikes,  walkouts, work stoppages or other material labor difficulty within the
last five (5) years, other than as set forth in Schedule 3.21 hereto or (ii) has
knowledge of any potential or pending  strike,  walkout or work stoppage.  Other
than as set forth on  Schedule  3.21,  no unfair  labor  practice  complaint  is
pending  against  any Credit  Party or any of its  Subsidiaries  or, to the best
knowledge of the Credit Parties, before any Governmental Authority.

      Section 3.22 Security Documents.

      The Security  Documents  create valid security  interest in, and Liens on,
the  Collateral  purported  to be  covered  thereby.  Except as set forth in the
Security Documents, such security interests and Liens are currently (or will be,
upon (a) the filing of appropriate  financing  statements  with the Secretary of
State of the  state of  incorporation  for each  Credit  Party,  the  filing  of
appropriate  assignments  or notices with the United States Patent and Trademark
Office  and the United  States  Copyright  Office,  and the  recordation  of the
applicable  Mortgage  Instruments  (if  any),  in  each  case  in  favor  of the
Administrative  Agent,  on behalf  of the  Lenders,  and (b) the  Administrative
Agent, obtaining Control (as defined in the Security Agreement) over those items
of  Collateral  in which a  security  interest  is  perfected  through  Control)
perfected  security  interest  and Liens,  prior to all other  Liens  other than
Permitted Liens.

      Section 3.23 Accuracy and Completeness of Information.

      All  factual  information   heretofore,   contemporaneously  or  hereafter
furnished by or on behalf of any Credit Party or any of its  Subsidiaries to the
Administrative  Agent or any Lender for purposes of or in  connection  with this
Credit Agreement or any other Credit Document,  or any transaction  contemplated
hereby or thereby,  is or will be true and accurate in all material respects and
not  incomplete  by omitting to state any material  fact  necessary to make such
information  not  misleading.  There is no fact now known to the  Borrower,  any
other Credit Party or any of their  Subsidiaries  which has, or could reasonably
be expected to have, a Material Adverse Effect which fact has not been set forth
herein,  in the  financial  statements  of the  Borrower  and  its  Subsidiaries
furnished to the Administrative Agent and/or the Lenders, or in


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any  certificate,  opinion or other written  statement  made or furnished by any
Credit Party to the Administrative Agent and/or the Lenders.

      Section 3.24 Fraud and Abuse.

      Neither the Credit  Parties  nor, to the  knowledge of the officers of the
Credit  Parties,  any of  their  officers  or  directors,  have  engaged  in any
activities which are prohibited under federal Medicare and Medicaid statutes, 42
U.S.C.  ss.1320a-7b,  or 42  U.S.C.  ss.1395nn  or the  regulations  promulgated
pursuant to such statutes or related state or local statutes or regulations,  or
which are prohibited by binding rules of professional conduct, including but not
limited to the  following:  (a) knowingly and willfully  making or causing to be
made a false statement or  representation of a material fact in any applications
for any benefit or payment;  (b) knowingly and willfully making or causing to be
made  any  false  statement  or  representation  of a  material  fact for use in
determining rights to any benefit or payment;  (c) failing to disclose knowledge
by a claimant of the occurrence of any event  affecting the initial or continued
right to any  benefit or payment on its own behalf or on behalf of another  with
the intent to secure such benefit or payment  fraudulently;  (d)  knowingly  and
willfully  soliciting or receiving  any  remuneration  (including  any kickback,
bribe or rebate),  directly or  indirectly,  overtly or covertly,  in cash or in
kind or  offering  to pay such  remuneration  (i) in  return  for  referring  an
individual to a Person for the furnishing or arranging for the furnishing of any
item or service for which  payment may be made in whole or in part by  Medicare,
Medicaid  or  other  applicable  third  party  payors,  or  (ii) in  return  for
purchasing, leasing or ordering or arranging for or recommending the purchasing,
leasing or ordering of any good,  facility,  service,  or item for which payment
may be made in whole or in part by Medicare,  Medicaid or other applicable third
party payors.

      Section 3.25 Licensing and Accreditation.

      Each of the  Credit  Parties  and their  Subsidiaries  has,  to the extent
applicable:  (a) obtained and maintains in good standing all required  licenses;
(b) to the extent  prudent and customary in the industry in which it is engaged,
obtained and maintains  accreditation from all generally recognized  accrediting
agencies;  (c)  obtained  and  maintains  Medicaid  Certification  and  Medicare
Certification;  and (d) entered into and maintains in good standing its Medicare
Provider  Agreement and its Medicaid  Provider  Agreement,  if any, except as to
(a),  (b),  and (c) above to the extent  that any such  noncompliance  could not
reasonably be expected to have a Material  Adverse  Effect.  To the knowledge of
the officers of the Credit Parties, all such required licenses are in full force
and  effect  on the  date  hereof  and have not been  revoked  or  suspended  or
otherwise limited.

      Section 3.26 Other Regulatory Protection.

      Each of the Credit Parties and their  Subsidiaries  represent that it does
not  manufacture  pharmaceutical  products and is in compliance  with all rules,
regulations and other requirements of the Food and Drug Administration  ("FDA"),
the Drug  Enforcement  Administration  ("DEA"),  the  Federal  Trade  Commission
("FTC"),  the  Occupational  Safety  and  Health  Administration  ("OSHA"),  the
Department of Agriculture ("USDA"), the Consumer Product Safety Commission,  the
United States Customs Service and the United States Postal Service and other


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state or federal  regulatory  authorities or  jurisdictions  in which any of the
Credit Parties or any of its  Subsidiaries  do business or distribute and market
pharmaceutical products,  except to the extent that any such noncompliance would
not have a Material Adverse Effect. Except as so disclosed, neither the FDA, the
DEA, the FTC, OSHA, the USDA, the Consumer  Product Safety  Commission,  nor any
other such  regulatory  authority  has  requested  (or,  to the Credit  Parties'
knowledge,  are considering requesting) any product recalls or other enforcement
actions that (a) if not complied with would result in a Material  Adverse Effect
and (b) with which the Credit  Parties have not complied  within the time period
(as may be extended) allowed.

      Section 3.27 Material Contracts.

Schedule  3.27 sets forth a true and correct and  complete  list of all Material
Contracts  currently in effect.  All of the Material Contracts are in full force
and  effect and to the  knowledge  of the Credit  Parties no  material  defaults
currently exist  thereunder.  The Borrower may update Schedule 3.27 from time to
time by providing a replacement Schedule 3.27 to the Administrative Agent.

      Section 3.28 Insurance.

      The insurance  coverage of the Credit Parties and their Subsidiaries as of
the Closing Date is outlined as to carrier, policy number, expiration date, type
and  amount on  Schedule  3.28 and such  insurance  coverage  complies  with the
requirements  set forth in Section 5.5(b) or has been otherwise  approved by the
Administrative Agent.

      Section 3.29 Reimbursement from Third Party Payors.

      The accounts  receivable of the Credit Parties have been and will continue
to be adjusted to reflect the  reimbursement  policies (both those most recently
published  in writing as well as those not in writing  which have been  verbally
communicated) of third party payors such as Medicare,  Medicaid, Blue Cross/Blue
Shield, private insurance companies, health maintenance organizations, preferred
provider  organizations,  alternative  delivery  systems,  managed care systems,
government  contacting  agencies and other third party payors, in each case in a
manner which could reasonably be expected not to have a Material Adverse Effect.
In  particular,  accounts  receivable  relating to third party payors do not and
shall not exceed amounts any obligee is entitled to receive under any capitation
arrangement,  fee schedule,  discount formula, cost-based reimbursement or other
adjustment  or  limitation  to its  usual  charges,  in each  case  which  could
reasonably be expected to have a Material Adverse Effect.

      Section 3.30 Other Agreements.

      No Credit Party or  Subsidiary  thereof is in default in the  performance,
observance or  fulfillment  of any of the  obligations,  covenants or conditions
contained in (i) any Medicaid Provider Agreement, Medicare Provider Agreement or
other agreement or instrument to which a Credit Party or any of its Subsidiaries
is a party,  which  default  has  resulted  in, or if not  remedied  within  any
applicable   grace  period  could  result  in,  the   revocation,   termination,
cancellation or suspension of Medicaid  Certification or Medicare  Certification
of any Credit Party or any of its  Subsidiaries  and which could  reasonably  be
expected to have a Material Adverse Effect; or


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(ii) any other  agreement or  instrument to which any Credit Party or any of its
Subsidiaries is a party, which default as to items (i) and (ii) above has, or if
not remedied within any applicable  grace period could reasonably be expected to
have, a Material Adverse Effect.

      Section 3.31 Classification as Senior Indebtedness.

      The  Credit  Party  Obligations   constitute  "Senior   Indebtedness"  and
"Designated Senior  Indebtedness" (or any similar terms) under and as defined in
any  agreement  governing the  outstanding  Subordinated  Indebtedness,  and the
subordination  provisions set forth in each such agreement are legally valid and
enforceable against the parties thereto.

      Section 3.32 Foreign Assets Control Regulations, Etc.

      None of the Credit Parties and none of their Subsidiaries is an "enemy" or
an "ally of the enemy"  within the meaning of Section 2 of the Trading  with the
Enemy Act of the United States of America (50 U.S.C.  App. ss.ss. 1 et seq.), as
amended.  None of the  Credit  Parties  and  none of  their  Subsidiaries  is in
violation  of (a) the Trading  with the Enemy Act,  as  amended,  (b) any of the
foreign assets control  regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto or (c) the Patriot Act (as defined in Section 9.19). None
of the Credit  Parties  (i) is a blocked  person  described  in section 1 of the
Anti-Terrorism  Order  or (ii)  to the  best of its  knowledge,  engages  in any
dealings or  transactions,  or is  otherwise  associated,  with any such blocked
person.

      Section 3.33 Compliance with OFAC Rules and Regulations.

      None of the  Credit  Parties  or their  Subsidiaries  or their  respective
Affiliates (i) is a Sanctioned  Person,  (ii) has more than 15% of its assets in
Sanctioned  Countries,  or (iii) derives more than 15% of its  operating  income
from  investments  in, or  transactions  with  Sanctioned  Persons or Sanctioned
Countries.  No part of the proceeds of any Extension of Credit hereunder will be
used directly or indirectly to fund any operations  in, finance any  investments
or  activities  in or make any payments to, a Sanctioned  Person or a Sanctioned
Country.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

      Section 4.1 Conditions to Closing Date and Initial Extensions of Credit.

      This  Agreement  shall become  effective  upon, and the obligation of each
Lender to make the initial Revolving Loans, Term Loan and the Swingline Loans on
the Closing Date is subject to, the  satisfaction  of the  following  conditions
precedent:

            (a) Execution of  Agreements.  The  Administrative  Agent shall have
      received (i) counterparts of this Credit  Agreement,  (ii) for the account
      of each  applicable  Revolving  Lender,  a Revolving  Note,  (iii) for the
      account of each Term Loan Lender that


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      requests a Term Note, a Term Note,  (iv) for the account of the  Swingline
      Lender,   the  Swingline  Note,  and  (v)  counterparts  of  the  Security
      Agreement,  the Pledge Agreement,  each Mortgage Instrument and each other
      Credit  Document  to be  executed  on  the  Closing  Date,  in  each  case
      conforming to the  requirements of this Credit Agreement and executed by a
      duly  authorized  officer of each party thereto,  and in each case in form
      and substance satisfactory to the Lenders.

            (b)  Authority  Documents.   The  Administrative  Agent  shall  have
      received the following:

                  (i)  Articles of  Incorporation/Charter  Documents/Partnership
            Agreements.  Copies of the  articles of  incorporation,  partnership
            agreement or other charter documents, as applicable,  of each Credit
            Party  certified  to be true and complete as of a recent date by the
            appropriate Governmental Authority of the state of its incorporation
            or organization.

                  (ii)  Resolutions.  Copies  of  resolutions  of the  board  of
            directors  or other  comparable  managing  body of each Credit Party
            approving  and  adopting  the  Credit  Documents,  the  transactions
            contemplated therein and authorizing execution and delivery thereof,
            certified by a secretary or assistant secretary of such Credit Party
            (pursuant to a secretary's  certificate in substantially the form of
            Schedule  4.1-1  attached  hereto) as of the Closing Date to be true
            and correct and in force and effect as of such date.

                  (iii)  Bylaws/Operating  Agreement.  A copy of the  bylaws  or
            comparable  operating  agreement of each Credit Party certified by a
            secretary or assistant secretary of such Credit Party (pursuant to a
            secretary's  certificate in substantially the form of Schedule 4.1-1
            attached  hereto) as of the Closing  Date to be true and correct and
            in force and effect as of such date.

                  (iv)  Good  Standing.  Copies  of  (i)  certificates  of  good
            standing,  existence  or its  equivalent  with  respect  to the each
            Credit  Party  certified  as of a  recent  date  by the  appropriate
            Governmental   Authorities   of  the  state  of   incorporation   or
            organization and each other state in which the failure to so qualify
            and be in good  standing  could  reasonably  be  expected  to have a
            Material Adverse Effect and (ii) a certificate indicating payment of
            all corporate  franchise  taxes certified as of a recent date by the
            appropriate governmental taxing authorities.

                  (v) Incumbency. An incumbency certificate of each Credit Party
            certified  by a secretary  or  assistant  secretary  (pursuant  to a
            secretary's  certificate in substantially the form of Schedule 4.1-1
            attached hereto) to be true and correct as of the Closing Date.

            (c) Legal Opinions of Counsel.  The Administrative  Agent shall have
      received opinions of legal counsel  (including local counsel to the extent
      required by the


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<PAGE>

      Administrative  Agent) for the Credit Parties,  dated the Closing Date and
      addressed  to the  Administrative  Agent and the Lenders,  which  opinions
      shall  provide,  among  other  things,  that the Credit  Parties and their
      Subsidiaries are in compliance with all regulatory requirements, corporate
      instruments  and  material  agreements  on the Closing  Date after  giving
      effect to the transactions  contemplated  herein and shall otherwise be in
      form and substance acceptable to the Administrative Agent.

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

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

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

                  (iii)  duly  executed  consents  as  are  necessary,   in  the
            Administrative  Agent's  sole  discretion,  to perfect the  Lenders'
            security interest in the Collateral;

                  (iv)  in the  case  of any  warehouse,  plant  or  other  real
            property  material to the Credit Parties' business that is leased by
            a Credit Party, such estoppel letters, consents and waivers from the
            landlords  on real  property  leased by the  Borrower  or any of its
            Subsidiaries as reasonably requested by the Administrative Agent;

                  (v) all stock  certificates,  if any,  evidencing  the Capital
            Stock  pledged to the  Administrative  Agent  pursuant to the Pledge
            Agreement, together with duly executed in blank undated stock powers
            attached thereto;

                  (vi)  searches of  ownership of  Intellectual  Property in the
            appropriate governmental offices and such patent/trademark/copyright
            filings as requested by the Administrative Agent in order to perfect
            the  Administrative  Agent's  security  interest in the Intellectual
            Property;

                  (vii) such patent/trademark/copyright  filings as requested by
            the  Administrative  Agent in order to  perfect  the  Administrative
            Agent's security interest in the Intellectual Property;

                  (viii) all  instruments and chattel paper in the possession of
            any of the Credit Parties,  together with allonges or assignments as
            may be necessary or

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<PAGE>

            appropriate to perfect the Administrative  Agent's security interest
            in the Collateral;

                  (ix) such duly executed Deposit Account Control  Agreements as
            requested by the Administrative Agent with respect to Collateral for
            which  a  control  agreement  is  required  for  perfection  of  the
            Administrative   Agent's   security   interest   under  the  Uniform
            Commercial Code; and

                  (x) copies of the Material Contracts,  certified by an officer
            of the Borrower to be true and correct  copies of such  documents as
            of  the   Closing   Date,   and  to  the  extent   required  by  the
            Administrative  Agent,  a  collateral  assignment  of  any  Material
            Contract and a consent thereto from any applicable third party.

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

                  (i)  fully   executed  and  notarized   Mortgage   Instruments
            encumbering the Mortgaged Properties listed in Schedule 4.1-4;

                  (ii) a title report  obtained by the Credit Parties in respect
            of each of the Mortgaged Properties listed in Schedule 4.1-4;

                  (iii) a Mortgage  Policy with respect to each of the Mortgaged
            Properties listed in Schedule 4.1-4;

                  (iv) evidence as to (A) whether any Mortgaged  Property listed
            in Schedule 4.1-4 is in an area designated by the Federal  Emergency
            Management  Agency as having  special  flood or mud slide hazards (a
            "Flood Hazard Property") and (B) if any such Mortgaged Property is a
            Flood  Hazard  Property,  (1)  whether the  community  in which such
            Mortgaged Property is located is participating in the National Flood
            Insurance  Program,   (2)  the  applicable  Credit  Party's  written
            acknowledgment   of  receipt  of  written   notification   from  the
            Administrative Agent (x) as to the fact that such Mortgaged Property
            is a Flood Hazard  Property  and (y) as to whether the  community in
            which each such Flood Hazard Property is located is participating in
            the  National  Flood  Insurance  Program and (z) copies of insurance
            policies  or   certificates  of  insurance  of  the  Credit  Parties
            evidencing   flood   insurance   reasonably   satisfactory   to  the
            Administrative  Agent and  naming the  Administrative  Agent as sole
            loss payee on behalf of the Lenders;

                  (v)  Surveys of the  Mortgaged  Properties  listed in Schedule
            4.1-4;

                  (vi) reasonably  satisfactory  phase I  environmental  reports
            with respect to each of the Mortgaged  Properties listed in Schedule
            4.1-4,  together with reliance  letters with respect to such reports
            in favor of the Lenders; and


                                       68
<PAGE>

                  (vii) an opinion of  counsel  to the Credit  Parties  for each
            jurisdiction in which the Mortgaged Properties are located.

            (f)  Liability,   Casualty,   Property  and  Business   Interruption
      Insurance.   The  Administrative  Agent  shall  have  received  copies  of
      insurance  policies or  certificates  of insurance  evidencing  liability,
      casualty and property  insurance meeting the requirements set forth herein
      or  in  the  Security  Documents  and  business   interruption   insurance
      satisfactory to the Administrative  Agent. The Administrative  Agent shall
      be named as loss payee or  mortgagee,  as its interest may appear,  and/or
      additional insured with respect to any such insurance  providing liability
      coverage or coverage in respect of any  Collateral,  and each  provider of
      any such insurance shall agree, by endorsement upon the policy or policies
      issued by it or by independent instruments furnished to the Administrative
      Agent, that it will give the  Administrative  Agent thirty (30) days prior
      written  notice  before any such  policy or  policies  shall be altered or
      canceled.

            (g) Fees.  The  Administrative  Agent  and the  Lenders  shall  have
      received all fees,  if any,  owing  pursuant to the Fee Letter and Section
      2.5.

            (h) Litigation. Except as set forth on Schedule 4.1-2 and other than
      the SEC inquiry and class action  lawsuits that have been disclosed to the
      Administrative  Agent and the  Lenders,  which in any  event  could not be
      reasonably  expected to have a Material  Adverse  Effect,  there shall not
      exist  pending or, to the  knowledge  of the Credit  Parties',  threatened
      litigation,    investigation,    claim,   criminal   prosecution,    civil
      investigative demand, imposition of criminal or civil fines and penalties,
      or any  other  proceeding  of or before  any  arbitrator  or  Governmental
      Authority,   including  but  not  limited  to  those  regulatory  agencies
      responsible  for licensing,  accrediting  or issuing  Medicare or Medicaid
      certifications,  by or against any Credit Party or any of its Subsidiaries
      or against  any of its or their  respective  properties  or  revenues  (a)
      affecting  or relating to the Credit  Documents  or any Loan or any of the
      transactions  contemplated  hereby,  or (b)  affecting  or relating to any
      Credit  Party  or any of its  Subsidiaries,  that  has not  been  settled,
      dismissed, vacated, discharged or terminated prior to the Closing Date.

            (i)  Solvency  Certificate.  The  Administrative  Agent  shall  have
      received an officer's  certificate prepared by the chief financial officer
      of the  Borrower  as to the  financial  condition,  solvency  and  related
      matters of each  Credit  Party,  in each case after  giving  effect to the
      initial  borrowings under the Credit Documents,  in substantially the form
      of Schedule 4.1-3 hereto.

            (j) Account Designation Letter. The Administrative  Agent shall have
      received the executed Account  Designation  Letter in the form of Schedule
      1.1-1 hereto.

            (k)  Notice  of  Borrowing.  The  Administrative  Agent  shall  have
      received a Notice of Borrowing  with respect to the Revolving  Loans to be
      made on the Closing Date.


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<PAGE>

            (l)  Corporate  Structure.  The  corporate,  capital  and  ownership
      structure  of the  Credit  Parties  and  their  Subsidiaries  shall  be as
      described in Schedule 3.12,  and shall  otherwise be  satisfactory  to the
      Administrative  Agent and the Lenders.  The  Administrative  Agent and the
      Lenders shall be satisfied  with the  management of the Credit Parties and
      their Subsidiaries and with all legal, tax, accounting, business and other
      matters relating to the Credit Parties and their Subsidiaries.

            (m) Consents.  The Administrative Agent shall have received evidence
      that all governmental,  shareholder,  board of director and material third
      party  consents  and  approvals  necessary in  connection  with the Credit
      Documents and other  transactions  contemplated  hereby have been obtained
      and all applicable  waiting  periods have expired without any action being
      taken by any authority that could restrain, prevent or impose any material
      adverse conditions on such transactions or that could seek or threaten any
      of such transactions.

            (n) Compliance  with Laws.  The  financings  and other  transactions
      contemplated  hereby shall be in compliance in all material  respects with
      all applicable laws and regulations  (including all applicable  securities
      and banking laws,  rules and  regulations);  provided,  however,  that the
      Borrower is not in compliance  with certain SEC  requirements as set forth
      in the SEC Letter but such non-compliance could not reasonably be expected
      to have a Material Adverse Effect.

            (o)   Bankruptcy.   There  shall  be  no  bankruptcy  or  insolvency
      proceedings   with  respect  to  the  any  Credit  Party  or  any  of  its
      Subsidiaries.

            (p) Material  Adverse Effect.  Except as disclosed to the Lenders in
      the Confidential Information Memorandum dated September, 2005, the minutes
      from the Special Meeting of the Board of Directors of the Borrower held on
      September  7, 2005 and the  written  presentation  by the  Borrower to the
      Lenders  dated  October 3, 2005,  no material  adverse  change  shall have
      occurred since December 31, 2003 in the business,  properties,  operations
      or financial  condition of the Borrower or of the Credit Parties and their
      Subsidiaries taken as a whole.

            (q) Minimum Consolidated EBITDA. The Administrative Agent shall have
      received  evidence  satisfactory  thereto  provided by the  Borrower  that
      Consolidated  EBITDA of the Borrower and its  Subsidiaries  as of June 30,
      2005 utilizing unaudited financial  information,  as set forth on Schedule
      4.1-5, was no less than $37,500,000.

            (r)  Financial  Statements.  The  Administrative  Agent  shall  have
      received  copies of the  financial  statements  referred to in Section 3.1
      hereof, each in form and substance satisfactory to it.

            (s) Termination of Existing Indebtedness.  All existing Indebtedness
      (except for Indebtedness  set forth on Schedule  6.1(b),  but specifically
      including the  Convertible  Bonds) for borrowed  money of the Borrower and
      its Subsidiaries shall have been repaid


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<PAGE>

      in full and all  commitments  relating  thereto shall have been terminated
      and all Liens relating thereto shall have been terminated.

            (t)  Officer's  Certificates.  The  Administrative  Agent shall have
      received a certificate  executed by a Responsible  Officer of the Borrower
      as of the Closing Date stating that (i) no action, suit,  investigation or
      proceeding is pending or, to the knowledge of any Credit Party, threatened
      in any court or before any arbitrator or governmental instrumentality that
      purports to affect any Credit Party or any other transaction  contemplated
      by the Credit Documents, if such action, suit, investigation or proceeding
      could  reasonably be expected to have a Material  Adverse  Effect and (ii)
      immediately  after giving effect to this Credit  Agreement  (including the
      initial  Extensions of Credit  hereunder),  the other Credit Documents and
      all the  transactions  contemplated  therein to occur on such date, (A) no
      Default or Event of Default exists, (B) all representations and warranties
      contained herein and in the other Credit Documents are true and correct in
      all material  respects,  and (C) the Credit Parties are in compliance with
      each of the initial financial  covenant levels set forth in Section 5.9(a)
      - (c),  calculated  as of June  30,  2005  utilizing  unaudited  financial
      information,  in each case after giving  effect to the initial  borrowings
      under  the  Credit  Documents  on a pro  forma  basis,  and  demonstrating
      compliance with such financial covenants.

            (u) Patriot Act  Certificate.  The  Administrative  Agent shall have
      received a certificate satisfactory thereto, for benefit of itself and the
      Lenders,  provided by the Borrower that sets forth information required by
      the  Patriot  Act  (as  defined  in  Section  9.19)   including,   without
      limitation,  the  identity  of the  Borrower,  the name and address of the
      Borrower and other information that will allow the Administrative Agent or
      any Lender, as applicable, to identify the Borrower in accordance with the
      Patriot Act.

            (v) Final Reports.  The Administrative Agent shall have received the
      final  reports of FTI  Consulting,  Inc.  (either  written or verbal),  if
      available,  and Capstone  Advisory Group,  LLC, each in form and substance
      satisfactory to the Administrative Agent.

            (w)  Additional  Matters.  All other  documents and legal matters in
      connection with the  transactions  contemplated  by this Credit  Agreement
      shall  be   reasonably   satisfactory   in  form  and   substance  to  the
      Administrative Agent and its counsel.

      Section 4.2 Conditions to All Extensions of Credit.

      The obligation of each Lender to make any Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent on the date of
making such Extension of Credit:

            (a)   Representations   and  Warranties.   The  representations  and
      warranties made by the Credit Parties herein, in the Security Documents or
      which are contained in any  certificate  furnished at any time under or in
      connection herewith (i) that contain a materiality  qualification shall be
      true and correct on and as of the date of such Extension


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<PAGE>

      of Credit as if made on and as of such date and (ii) that do not contain a
      materiality  qualification  shall  be true  and  correct  in all  material
      respects on and as of the date of such  Extension  of Credit as if made on
      and as of such date.

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

            (c) Compliance with Commitments.  Immediately after giving effect to
      the making of any such  Extension  of Credit (and the  application  of the
      proceeds  thereof),  (i)  the sum of the  aggregate  principal  amount  of
      outstanding  Revolving  Loans  plus  the  aggregate  principal  amount  of
      outstanding  Swingline  Loans  plus LOC  Obligations  shall not exceed the
      Revolving  Committed Amount, (ii) the LOC Obligations shall not exceed the
      LOC Committed  Amount and (iii) the  Swingline  Loans shall not exceed the
      Swingline Committed Amount.

            (d) Additional Conditions to Extensions of Credit. If such Extension
      of Credit is made pursuant to Sections 2.1, 2.2, 2.3 or 2.4 all conditions
      set forth in such Section shall have been satisfied.

      Each  request  for an  Extension  of  Credit  and each  acceptance  by the
Borrower  of any such  Extension  of  Credit  shall be deemed  to  constitute  a
representation  and warranty by the Borrower as of the date of such Extension of
Credit that the  applicable  conditions in  subsections  (a) through (d) of this
Section have been satisfied.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

      The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter  for so long as this  Credit  Agreement  is in  effect  and until the
Commitments  have  terminated,  no Note remains  outstanding  and unpaid and the
Credit Party Obligations,  together with interest, Commitment Fees and all other
amounts owing to the Administrative  Agent or any Lender hereunder,  are paid in
full, the Credit Parties shall, and shall cause each of their Subsidiaries, to:

      Section 5.1 Financial Statements.

      Furnish to the Administrative Agent and each of the Lenders:

            (a)  Annual  Financial  Statements.  Subject to the terms of Section
      5.14(a), as soon as available,  and in any event no later than the earlier
      of (i) the date the  Borrower  is  required by the SEC to deliver its Form
      10-K for any fiscal year of the  Borrower  and (ii) ninety (90) days after
      the end of each fiscal year of the  Borrower,  a copy of the  consolidated
      and consolidating balance sheet of the Borrower and its consolidated


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<PAGE>

      Subsidiaries   as  at  the  end  of  such  fiscal  year  and  the  related
      consolidated and consolidating  statements of income and retained earnings
      and of cash flows of the Borrower and its  consolidated  Subsidiaries  for
      such year, audited (with respect to the consolidated statements only) by a
      firm of independent  certified public accountants of nationally recognized
      standing reasonably  acceptable to the Administrative  Agent, in each case
      setting forth in comparative form consolidated and  consolidating  figures
      for the preceding  fiscal year,  reported on without a "going  concern" or
      like  qualification  or exception,  or  qualification  indicating that the
      scope of the audit was  inadequate  to permit such  independent  certified
      public  accountants  to certify  such  financial  statements  without such
      qualification;

            (b) Quarterly Financial Statements. As soon as available, and in any
      event no later than the  earlier of (i) the date the  Borrower is required
      by the SEC to deliver its Form 10-Q for any fiscal quarter of the Borrower
      and (ii) forty-five (45) days after the end of each of the fiscal quarters
      of the  Borrower,  a  company-prepared  consolidated  balance sheet of the
      Borrower and its  consolidated  Subsidiaries  as at the end of such period
      and  related  company-prepared   consolidated  statements  of  income  and
      retained  earnings and cash flows for the  Borrower  and its  consolidated
      Subsidiaries  for such quarterly  period and for the portion of the fiscal
      year ending with such period,  in each case setting  forth in  comparative
      form consolidated  figures for the corresponding  period or periods of the
      preceding  fiscal  year  (subject  to  normal  recurring   year-end  audit
      adjustments) and including management discussion and analysis of operating
      results  inclusive of operating  metrics in comparative form and a summary
      of  accounts  receivable  and  accounts  payable  aging  reports  in  form
      satisfactory  to the Lenders;  provided  that,  with respect to the fiscal
      quarter  ending  September  30,  2005,  the  Borrower  shall  deliver such
      quarterly financial statements on or before November 30, 2005;

            (c) Monthly  Financial  Statements.  As soon as available and in any
      event  within  thirty (30) days after the end of each fiscal  month of the
      Borrower from the Closing Date through the later of (i) March 31, 2006 and
      (ii) the date the  requirements set forth in Sections 5.14(a) and (b) have
      been  satisfied,  a  company-prepared  consolidated  balance  sheet of the
      Borrower and its  consolidated  Subsidiaries  as at the end of such period
      and  related  company-prepared   consolidated  statements  of  income  and
      retained  earnings and cash flows for the  Borrower  and its  consolidated
      Subsidiaries  for such  monthly  period and for the  portion of the fiscal
      year ending with such period,  in each case setting  forth in  comparative
      form consolidated  figures for the corresponding  period or periods of the
      preceding  fiscal  year  (subject  to  normal  recurring   year-end  audit
      adjustments); and

            (d)  Annual  Budget  Plan.  As soon as  available,  but in any event
      within  forty-five  days (45) after the end of each fiscal year, a copy of
      the detailed annual budget or plan including cash flow  projections of the
      Borrower for the next fiscal year on a quarterly basis, in form and detail
      reasonably  acceptable  to  the  Administrative  Agent  and  the  Required
      Lenders,  together with a summary of the material  assumptions made in the
      preparation of such annual budget or plan;


                                       73
<PAGE>

all such  financial  statements  to be  complete  and  correct  in all  material
respects  (subject,  in the case of  interim  statements,  to  normal  recurring
year-end audit  adjustments) and to be prepared in reasonable detail and, in the
case of the annual and  quarterly  financial  statements  provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout  the  periods  reflected   therein  and  further   accompanied  by  a
description  of, and an estimation of the effect on the financial  statements on
account of, a change,  if any, in the  application  of accounting  principles as
provided in Section 1.3.

      Section 5.2 Certificates; Other Information.

      Furnish to the Administrative Agent and each of the Lenders:

            (a)  concurrently  with the  delivery  of the  financial  statements
      referred to in Section  5.1(a)  above,  a certificate  of the  independent
      certified  public  accountants  reporting  on  such  financial  statements
      stating that in making the examination necessary therefor no knowledge was
      obtained of any Default or Event of Default,  except as  specified in such
      certificate;

            (b)  concurrently  with the  delivery  of the  financial  statements
      referred  to in  Sections  5.1(a) and 5.1(b)  above,  a  certificate  of a
      Responsible  Officer  stating  that,  to  the  best  of  such  Responsible
      Officer's  knowledge,  during  such  period  each  of the  Credit  Parties
      observed or performed in all material  respects all of its  covenants  and
      other agreements,  and satisfied in all material respects every condition,
      contained in this Credit Agreement to be observed,  performed or satisfied
      by it, and that such Responsible  Officer has obtained no knowledge of any
      Default or Event of Default  except as specified in such  certificate  and
      such  certificate  shall include the  calculations  in  reasonable  detail
      required to  indicate  compliance  with  Section 5.9 as of the last day of
      such period ("Compliance Certificate");

            (c)  concurrently  with or prior to the  delivery  of the  financial
      statements referred to in Sections 5.1(a) and 5.1(b) above, (i) an updated
      copy of  Schedule  3.12 if the  Borrower  or any of its  Subsidiaries  has
      formed  or  acquired  a new  Subsidiary  since the  Closing  Date or since
      Schedule 3.12 was last  updated,  as  applicable,  (ii) an updated copy of
      Schedule 3.16 if the Borrower or any of its  Subsidiaries  has registered,
      applied for registration of, acquired or otherwise  obtained  ownership of
      any new  Intellectual  Property  since the Closing Date or since  Schedule
      3.16 was last  updated,  as  applicable,  and  (iii)  an  updated  copy of
      Schedule 3.27 if any new Material Contract has been entered into since the
      Closing  Date or since  Schedule  3.27 was last  updated,  as  applicable,
      together with a copy of each new Material Contract;

            (d)  within  ten (10) days  after  the same are sent,  copies of all
      reports (other than those otherwise  provided  pursuant to Section 5.1 and
      those which are of a promotional  nature) and other financial  information
      which the Borrower sends to its members and equity holders, and within ten
      (10) days after the same are filed, copies of all financial statements and
      non-confidential reports which the Borrower may make to, or


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<PAGE>

      file with the  Securities  and  Exchange  Commission  or any  successor or
      analogous Governmental Authority;

            (e) within ninety (90) days after the end of each fiscal year of the
      Borrower, a certificate containing information regarding the amount of all
      Asset  Dispositions,  Debt Issuances,  and Equity Issuances that were made
      during the prior fiscal year and amounts  received in connection  with any
      Recovery Event during the prior fiscal year;

            (f)  promptly  upon receipt  thereof,  a copy of any other report or
      "management  letter"  submitted by  independent  accountants to any Credit
      Party or any of its Subsidiaries in connection with any annual, interim or
      special audit of the books of such Person; and

            (g) promptly, such additional financial and other information as the
      Administrative  Agent,  on  behalf  of any  Lender,  may from time to time
      reasonably request.

      Section 5.3 Payment of Obligations.

      Pay,  discharge or otherwise  satisfy at or before maturity or before they
become delinquent,  as the case may be, all its taxes (Federal, state, local and
any other  taxes) and all its other  obligations  and  liabilities  of  whatever
nature and any  additional  costs that are imposed as a result of any failure to
so pay, discharge or otherwise satisfy such obligations and liabilities,  except
when the  amount  or  validity  of such  obligations,  liabilities  and costs is
currently being contested in good faith by appropriate proceedings and reserves,
if applicable,  in conformity  with GAAP with respect thereto have been provided
on the books of the Borrower or its  Subsidiaries,  as the case may be or except
to the extent  that  failure to so pay,  discharge  or  otherwise  satisfy  such
obligations  and  liabilities  could  not,  individually  or in  the  aggregate,
reasonably be expected to have a Material Adverse Effect.

      Section 5.4 Conduct of Business and Maintenance of Existence.

      Continue to engage in business of the same general  type as now  conducted
by it on the Closing Date and preserve,  renew and keep in full force and effect
its  corporate  existence and good  standing and take all  reasonable  action to
maintain all rights,  privileges  and  franchises  necessary or desirable in the
normal  conduct of its business;  comply with all  Contractual  Obligations  and
Requirements of Law applicable to it except to the extent that failure to comply
therewith could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

      Section 5.5 Maintenance of Property; Insurance.

            (a) Keep all material  property useful and necessary in its business
      in  good  working  order  and  condition   (ordinary  wear  and  tear  and
      obsolescence excepted);

            (b)  Maintain  with  financially   sound  and  reputable   insurance
      companies  insurance  on all  its  material  property  (including  without
      limitation its material tangible


                                       75
<PAGE>

      Collateral)  in at least such  amounts  and against at least such risks as
      are usually insured against in the same general area by companies  engaged
      in  the  same  or  a  similar  business  (including,  without  limitation,
      liability,  property,  casualty and business interruption insurance);  and
      furnish  to  the   Administrative   Agent,  upon  written  request,   full
      information as to the insurance carried. The Administrative Agent shall be
      named as loss payee or  mortgagee,  as its  interest  may appear,  and the
      Administrative  Agent shall be named as an additional insured with respect
      to any such  liability  insurance  and any property or casualty  insurance
      providing coverage in respect of any Collateral,  and each provider of any
      such insurance  shall agree,  by  endorsement  upon the policy or policies
      issued by it or by independent instruments furnished to the Administrative
      Agent, that it will give the  Administrative  Agent thirty (30) days prior
      written  notice  before any such  policy or  policies  shall be altered or
      canceled,  and that no act or default  of any  Credit  Party or any of its
      Subsidiaries   or  any  other  Person  shall  affect  the  rights  of  the
      Administrative Agent or the Lenders under such policy or policies; and

            (c) In case of any material  loss,  damage to or  destruction of the
      Collateral  of any Credit  Party or any part  thereof,  such Credit  Party
      shall  promptly give written notice  thereof to the  Administrative  Agent
      generally  describing the nature and extent of such damage or destruction.
      In case of any loss,  damage to or  destruction  of the  Collateral of any
      Credit Party or any part thereof,  such Credit  Party,  whether or not the
      insurance  proceeds,  if  any,  received  on  account  of such  damage  or
      destruction  shall be sufficient for that purpose,  at such Credit Party's
      cost and expense,  will promptly  repair or replace the Collateral of such
      Credit Party so lost,  damaged or destroyed to the extent such  Collateral
      is reasonably necessary for such Credit Party's business.

      Section 5.6 Inspection of Property; Books and Records; Discussions.

      Keep proper  books of records and account in which full,  true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and  transactions  in relation to its  businesses and  activities;  and
permit,  during  regular  business  hours  and  upon  reasonable  notice  by the
Administrative  Agent or any Lender, the  Administrative  Agent or any Lender to
visit and inspect any of its  properties and examine and make abstracts from any
of its books and records (other than materials  protected by the attorney-client
privilege and materials which the Borrower may not disclose without violation of
a  confidentiality  obligation  binding upon it) at any  reasonable  time and as
often as may  reasonably be desired,  and to discuss the  business,  operations,
properties  and  financial and other  condition of the Credit  Parties and their
Subsidiaries  with  officers  and  employees  of the  Credit  Parties  and their
Subsidiaries and with its independent certified public accountants, in each case
at the Borrower's expense.

      Section 5.7 Notices.

      Give notice in writing to the  Administrative  Agent (which shall promptly
transmit such notice to each Lender) of:


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            (a)  promptly,  but in any event within two (2) Business  Days after
      any Credit Party knows or has reason to know  thereof,  the  occurrence of
      any Default or Event of Default;

            (b) promptly,  but in any event within three (3) Business Days after
      any Credit Party knows or has reason to know thereof, any default or event
      of default under any Contractual  Obligation of any Credit Party or any of
      its  Subsidiaries  which could  reasonably  be expected to have a Material
      Adverse Effect or involve a monetary claim in excess of $1,000,000;

            (c) promptly,  but in any event within three (3) Business Days after
      any Credit Party knows or has reason to know thereof,  any litigation,  or
      any  investigation or proceeding known to a Credit Party (i) affecting any
      Credit Party or any of its  Subsidiaries  which, if adversely  determined,
      could  reasonably  be expected  to have a Material  Adverse  Effect,  (ii)
      affecting,  or with  respect to, this Credit  Agreement,  any other Credit
      Document or any  security  interest or Lien  created  thereunder  or (iii)
      involving   an   environmental   claim  or   potential   liability   under
      Environmental Laws in excess of $1,000,000.

            (d) as soon as  possible  and in any event  within  thirty (30) days
      after  any  Credit  Party  knows or has  reason to know  thereof:  (i) the
      occurrence or expected  occurrence of any Reportable Event with respect to
      any Plan,  a failure  to make any  required  contribution  to a Plan,  the
      creation of any Lien in favor of the PBGC (other than a Permitted Lien) or
      a Plan or any  withdrawal  from,  or the  termination,  Reorganization  or
      Insolvency  of,  any  Multiemployer   Plan  or  (ii)  the  institution  of
      proceedings  or the  taking of any other  action by the PBGC or any Credit
      Party, or any Commonly  Controlled Entity or any Multiemployer  Plan, with
      respect to the  withdrawal  from, or the  terminating,  Reorganization  or
      Insolvency of, any Plan;

            (e) promptly,  of the institution of any investigation or proceeding
      against any Credit  Party to  suspend,  revoke or  terminate  or which may
      result in the  termination of any Medicaid  Provider  Agreement,  Medicaid
      Certification,  Medicare  Provider  Agreement,  Medicare  Certification or
      exclusion from any Medical Reimbursement Program;

            (f) promptly,  after any Credit Party becomes  involved in a pending
      civil  or  criminal  investigation,  criminal  action  or  civil  proposed
      debarment, exclusion or other sanctioning action related to any Federal or
      state healthcare program;

            (g) promptly,  but in any event within three (3) Business Days after
      any  Credit  Party  knows or has  reason to know  thereof,  any  formal or
      informal  inquiry  or  investigation  of a Credit  Party by the SEC or any
      written correspondence received from the SEC regarding any existing formal
      or informal inquiry or investigation of a Credit Party; and


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            (h) promptly,  any other development or event which could reasonably
      be expected to have a Material Adverse Effect.

Each notice  pursuant to this Section shall be  accompanied  by a statement of a
Responsible  Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower  proposes to take with respect thereto.  In
the case of any  notice of a Default or Event of  Default,  the  Borrower  shall
specify  that such  notice is a Default or Event of  Default  notice on the face
thereof.

      Section 5.8 Environmental Laws.

            (a) Comply in all material  respects with, and ensure  compliance in
      all material  respects by all tenants and  subtenants,  if any,  with, all
      applicable  Environmental  Laws and  obtain  and  comply  in all  material
      respects  with and  maintain,  and ensure that all tenants and  subtenants
      obtain and comply in all material respects with and maintain,  any and all
      licenses, approvals,  notifications,  registrations or permits required by
      applicable  Environmental  Laws except to the extent that failure to do so
      could not reasonably be expected to have a Material Adverse Effect;

            (b) Conduct and complete all investigations,  studies,  sampling and
      testing,  and all  remedial,  removal  and other  actions  required  under
      Environmental  Laws and promptly comply in all material  respects with all
      lawful orders and  directives of all  Governmental  Authorities  regarding
      Environmental  Laws except to the extent that the same are being contested
      in  good  faith  by  appropriate  proceedings  and  the  pendency  of such
      proceedings  could not  reasonably be expected to have a Material  Adverse
      Effect; and

            (c) Defend, indemnify and hold harmless the Administrative Agent and
      the  Lenders,  and  their  respective  employees,   agents,  officers  and
      directors and  affiliates,  from and against any and all claims,  demands,
      penalties, fines, liabilities, settlements, damages, costs and expenses of
      whatever kind or nature known or unknown, contingent or otherwise, arising
      out of, or in any way relating to the violation of,  noncompliance with or
      liability under, any Environmental Law applicable to the operations of the
      any Credit  Party or any of its  Subsidiaries  or the  Properties,  or any
      orders,  requirements  or  demands  of  Governmental  Authorities  related
      thereto,   including,   without  limitation,   reasonable  attorney's  and
      consultant's  fees,  investigation  and laboratory  fees,  response costs,
      court costs and litigation expenses,  except to the extent that any of the
      foregoing arise out of the gross  negligence or willful  misconduct of the
      party seeking  indemnification  therefor. The agreements in this paragraph
      shall  survive  repayment  of the  Notes  and all  other  amounts  payable
      hereunder  and  the   termination  of  the   Commitments  and  the  Credit
      Documents..

      Section 5.9 Financial Covenants.

      Comply with the following financial covenants:


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            (a) Maximum Leverage Ratio. The Leverage Ratio as of the end of each
      fiscal  quarter of the Borrower,  beginning  with the fiscal quarter ended
      September 30, 2005, for the twelve (12) month period ending on any date of
      determination, shall be less than or equal 2.50 to 1.00.

            (b) Minimum Fixed Charge Coverage  Ratio.  The Fixed Charge Coverage
      Ratio as of the end of each fiscal quarter of the Borrower, beginning with
      the fiscal  quarter ended  September  30, 2005,  for the twelve (12) month
      period ending on any date of determination, shall be greater than or equal
      to 1.50 to 1.00.

            (c) Minimum  Cash  Balance.  The  Borrower  shall have not less than
      $25,000,000 of unrestricted cash and Cash Equivalents on its balance sheet
      at all times,  in an  account(s) in which the  Administrative  Agent has a
      perfected security interest under the UCC.

            (d)  Minimum  Consolidated  EBITDA.  Upon  receipt  of  the  audited
      financial  statements for the fiscal year ended 2004,  Consolidated EBITDA
      for  the  Borrower  and  its  Subsidiaries'   shall  have  been  at  least
      $42,200,000  for such period after  giving  effect to the  acquisition  of
      Bioglan Pharmaceuticals, Inc. on a pro forma basis.

      For  purposes  of  computing  the  financial  covenants  set forth in this
Section 5.9 for any applicable test period, any Permitted Acquisition or sale of
assets (including a stock sale) permitted pursuant to Section 6.4(a)(vi) that is
consummated  during such test period  shall have been deemed to have taken place
as of the first day of such test period.

      Section 5.10 Additional Guarantors.

      Cause  each of  their  Domestic  Subsidiaries  that  is not an  Immaterial
Subsidiary,  whether  newly formed,  after  acquired or otherwise  existing,  to
promptly  become  a  Guarantor  hereunder  by  way  of  execution  of a  Joinder
Agreement;  provided  that the Credit  Parties  shall have no more than five (5)
Immaterial  Subsidiaries at any time that are not  Guarantors.  The Credit Party
Obligations shall be secured by, among other things, a first priority  perfected
security  interest in the  Collateral of such new Guarantor and a pledge of 100%
of the Capital Stock of such new Guarantor and its Domestic Subsidiaries and 65%
(or such  higher  percentage  that  would not  result in  material  adverse  tax
consequences for such new Guarantor) of the voting Capital Stock and 100% of the
non-voting Capital Stock of its first-tier Foreign  Subsidiaries.  In connection
with the foregoing, the Credit Parties shall deliver to the Administrative Agent
such  Security   Documents,   legal  opinions  and  related   documents  as  the
Administrative  Agent may reasonably request with respect to such Collateral and
with respect to the Joinder Agreement executed by the new Guarantor.

      Section 5.11 Compliance with Law.

            (a) Comply with all laws,  rules,  regulations  and orders,  and all
      applicable   restrictions   imposed  by  all   Governmental   Authorities,
      applicable  to it and its  Property  if  noncompliance  with any such law,
      rule,  regulation,  order or restriction  could  reasonably be expected to
      have, individually or in the aggregate, a Material Adverse Effect;


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            (b) conform with and duly observe in all material respects all laws,
      rules and regulations  and all other valid  requirements of any regulatory
      authority with respect to the conduct of its business,  including  without
      limitation  Titles  XVIII and XIX of the  Social  Security  Act,  Medicare
      Regulations,  Medicaid Regulations, and all laws, rules and regulations of
      Governmental Authorities, pertaining to the business of the Credit Parties
      if noncompliance with any such law, rule, regulation, order or restriction
      could reasonably be expected to have a Material Adverse Effect; and

            (c) obtain and maintain all licenses,  permits,  certifications  and
      approvals of all applicable  Governmental  Authorities as are required for
      the  conduct  of  its   business  as   currently   conducted   and  herein
      contemplated, including without limitation professional licenses, Medicaid
      Certifications and Medicare Certifications, if failure to do so could have
      a Material Adverse Effect.

      Specifically,  but without  limiting the  foregoing,  and except where any
such  failure to comply  could not  reasonably  be  expected  to have a Material
Adverse Effect: (i) billing policies,  arrangements,  protocols and instructions
will comply with reimbursement  requirements under Medicare,  Medicaid and other
Medical  Reimbursement  Programs and will be  administered  by properly  trained
personnel;  and  (ii)  medical  director  compensation  arrangements  and  other
arrangements  with referring  physicians will comply with  applicable  state and
federal  self-referral and anti-kickback  laws,  including without limitation 42
U.S.C. Section 1320a-7b(b)(1) - (b)(2) 42 U.S.C. and 42 U.S.C. Section 1395nn.

      Section 5.12 Pledged Assets.

      Cause such  Person's real  property and tangible and  intangible  personal
property to be subject at all times to a first priority, perfected Lien (subject
in each case to Permitted Liens) in favor of the  Administrative  Agent pursuant
to the terms and  conditions  of the Security  Documents or such other  security
documents as the  Administrative  Agent shall  reasonably  request.  Each Credit
Party  shall,  and  shall  cause  each of its  Subsidiaries  to,  adhere  to the
covenants set forth in the Security Documents.

      Section 5.13 Covenants Regarding Patents, Trademarks and Copyrights.

            (a)  Notify the  Administrative  Agent  promptly  if it knows or has
      reason  to know  that any  application,  letters  patent  or  registration
      relating to any Patent, Patent License,  Trademark or Trademark License of
      the Credit Parties or any of their  Subsidiaries may become abandoned,  or
      of  any  adverse   determination   or  development   (including,   without
      limitation,  the institution of, or any such  determination or development
      in, any proceeding in the United States Patent and Trademark Office or any
      court) regarding a Credit Party's or any of its Subsidiary's  ownership of
      any Patent or  Trademark,  its right to patent or register the same, or to
      enforce,  keep and  maintain  the same,  or its  rights  under any  Patent
      License or Trademark License.


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<PAGE>

            (b) Notify the  Administrative  Agent promptly after it knows or has
      reason to know of any adverse  determination  or  development  (including,
      without  limitation,  the  institution  of, or any such  determination  or
      development  in, any  proceeding in any court)  regarding any Copyright or
      Copyright  License  of the Credit  Parties  or any of their  Subsidiaries,
      whether (i) such  Copyright  or  Copyright  License may become  invalid or
      unenforceable prior to its expiration or termination,  or (ii) such Credit
      Party's or any of its Subsidiary's ownership of such Copyright,  its right
      to register the same or to enforce,  keep and  maintain  the same,  or its
      rights under such Copyright License, may become affected.

            (c) (i) Promptly  notify the  Administrative  Agent of any filing by
      any Credit Party or any of its Subsidiaries,  either itself or through any
      agent,  employee,  licensee  or  designee  (but in no event later than the
      fifteenth day following such filing),  of any application for registration
      of any  Intellectual  Property with the United States  Copyright Office or
      United States Patent and Trademark  Office or any similar office or agency
      in any other country or any political subdivision thereof.

                  (ii)  Concurrently  with the delivery of quarterly  and annual
            financial statements of the Borrower pursuant to Section 5.1 hereof,
            provide  the  Administrative  Agent and its  counsel a complete  and
            correct list of all  Intellectual  Property  owned by or licensed to
            the  Credit  Parties  or  any  of  their   Subsidiaries  other  than
            Intellectual   Property  previously  disclosed  in  writing  to  the
            Administrative Agent and the Lenders on Schedule 3.16 or otherwise.

                  (iii) Upon request of the  Administrative  Agent,  execute and
            deliver any and all agreements,  instruments,  documents, and papers
            as the  Administrative  Agent may reasonably request to evidence the
            Administrative   Agent's  security   interest  in  the  Intellectual
            Property  referred  to in  clauses  (i) and  (ii)  and  the  general
            intangibles  relating  thereto or  represented  thereby,  including,
            without  limitation,  the  goodwill of the Credit  Parties and their
            Subsidiaries  relating thereto or represented thereby (or such other
            Intellectual Property or the general intangibles relating thereto or
            represented  thereby  as the  Administrative  Agent  may  reasonably
            request).

            (d)  Take all  actions  that are  reasonably  necessary  (including,
      without limitation,  in any proceeding before the United States Patent and
      Trademark Office or the United States  Copyright  Office) to maintain each
      material  item of  Intellectual  Property of the Credit  Parties and their
      Subsidiaries,  including, without limitation, payment of maintenance fees,
      filing of  applications  for renewal,  affidavits  of use,  affidavits  of
      incontestability    and   opposition,    interference   and   cancellation
      proceedings.

            (e) In the  event  that any  Credit  Party  becomes  aware  that any
      Intellectual Property is infringed,  misappropriated or diluted by a third
      party in any material respect,  notify the  Administrative  Agent promptly
      after it learns thereof and,  unless the Credit  Parties shall  reasonably
      determine that such Intellectual  Property is not material to the business
      of the Credit Parties and their  Subsidiaries  taken as a whole,  promptly
      sue for


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<PAGE>

      infringement,  misappropriation  or  dilution  and to recover  any and all
      damages for such infringement, misappropriation or dilution, and take such
      other actions as the Credit  Parties  shall  reasonably  deem  appropriate
      under the circumstances to protect such Intellectual Property.

      Section 5.14 Post-Closing Covenants.

            (a) No later than  December 31, 2005 the Borrower  shall  deliver to
      the Lenders the balance sheets and the related statements of income and of
      cash flows of the  Borrower  for the fiscal year ended  December 31, 2004,
      audited  by  a  firm  of  independent   certified  public  accountants  of
      nationally recognized standing reasonably acceptable to the Administrative
      Agent,  setting forth in comparative form  consolidated and  consolidating
      figures  for the  preceding  fiscal  year,  reported  on  without a "going
      concern" or like qualification or exception,  or qualification  indicating
      that the scope of the  audit was  inadequate  to permit  such  independent
      certified public accountants to certify such financial  statements without
      a "going  concern" or like  qualification  or  exception,  such  financial
      statements to be acceptable to the Administrative Agent.

            (b) The Borrower shall be a current filer and shall be in compliance
      with all SEC regulations by March 31, 2006.

            (c) Within thirty (30) days after the Closing Date (or such extended
      period of time as agreed to by the Administrative  Agent in its reasonable
      discretion),  the Credit  Parties  shall use their  good faith  efforts to
      deliver  to the  Administrative  Agent  account  control  agreements  with
      respect to the  deposit  accounts  and  securities  accounts of the Credit
      Parties listed on Schedule 6.14.

            (d) Upon the request of the Administrative  Agent,  promptly perform
      or cause to be  performed  any and all  acts  and  execute  or cause to be
      executed any and all documents for filing under the  provisions of the UCC
      or any other  Requirement  of Law  which are  necessary  or  advisable  to
      maintain  in favor of the  Administrative  Agent,  for the  benefit of the
      Lenders,  Liens on the  Collateral  that are duly  perfected in accordance
      with the  requirements of, or the obligations of the Credit Parties under,
      the Credit Documents and all applicable Requirements of Law.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

      The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter  for so long as this  Credit  Agreement  is in  effect  and until the
Commitments  have  terminated,  no Note remains  outstanding  and unpaid and the
Credit Party Obligations,  together with interest,  Commitment Fee and all other
amounts owing to the Administrative  Agent or any Lender hereunder,  are paid in
full that:


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      Section 6.1 Indebtedness.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

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

            (b) Indebtedness of the Borrower and its Subsidiaries existing as of
      the Closing Date as referenced in the financial  statements  referenced in
      Section 3.1 (and set out more  specifically in Schedule 6.1(b)) hereto and
      renewals,  refinancings or extensions thereof in a principal amount not in
      excess of that outstanding as of the date of such renewal,  refinancing or
      extension;

            (c) Indebtedness of the Borrower and its Subsidiaries incurred after
      the Closing Date consisting of Capital Leases or Indebtedness  incurred to
      provide all or a portion of the purchase price or cost of  construction of
      an asset  provided  that (i) such  Indebtedness  when  incurred  shall not
      exceed the purchase price or cost of construction  of such asset;  (ii) no
      such Indebtedness  shall be refinanced for a principal amount in excess of
      the principal balance outstanding thereon at the time of such refinancing;
      and (iii)  the total  amount  of all such  Indebtedness  shall not  exceed
      $5,000,000 at any time outstanding;

            (d) Unsecured  intercompany  Indebtedness  among the Credit Parties,
      provided that any such Indebtedness shall be (i) fully subordinated to the
      Credit Party Obligations hereunder on terms reasonably satisfactory to the
      Administrative Agent and (ii) evidenced by promissory notes which shall be
      pledged to the  Administrative  Agent as  Collateral  for the Credit Party
      Obligations;

            (e)  Indebtedness  and  obligations   owing  under  Secured  Hedging
      Agreements  and other Hedging  Agreements  entered into in order to manage
      existing or  anticipated  interest rate or exchange rate risks and not for
      speculative purposes;

            (f)  Indebtedness  and  obligations  of Credit  Parties  owing under
      documentary  letters  of  credit  for  the  purchase  of  goods  or  other
      merchandise (but not under standby,  direct pay or other letters of credit
      except for the Letters of Credit hereunder) generally;

            (g)  Guaranty  Obligations  in respect of  Indebtedness  of a Credit
      Party to the extent such Indebtedness is permitted to exist or be incurred
      pursuant to this Section 6.1;

            (h)  Subordinated  Indebtedness in a principal  amount not exceeding
      $30,000,000 in the aggregate at any time outstanding; and

            (i) other  Indebtedness of the Borrower and its  Subsidiaries  which
      does not exceed $2,500,000 in the aggregate at any time outstanding.


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      Section 6.2 Liens.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
contract,  create, incur, assume or permit to exist any Lien with respect to any
of its property or assets of any kind  (whether  real or  personal,  tangible or
intangible),  whether  now owned or  hereafter  acquired,  except for  Permitted
Liens.  Notwithstanding  the foregoing,  if a Credit Party shall grant a Lien on
any of its assets in violation  of this Section 6.2,  then it shall be deemed to
have  simultaneously  granted an equal and  ratable  Lien on any such  assets in
favor of the Administrative Agent for the ratable benefit of the Lenders and the
Hedging  Agreement  Providers,  to the extent such a Lien has not  already  been
granted to the Administrative Agent.

      Section 6.3 Nature of Business.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
alter the character of its business in any material  respect from that conducted
as of the Closing Date.

      Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,

            (a)  dissolve,  liquidate  or wind up its affairs,  sell,  transfer,
      lease or otherwise  dispose of its property or assets or agree to do so at
      a  future  time  except  the  following,  without  duplication,  shall  be
      expressly permitted:

                  (i)  the  sale,  transfer,   lease  or  other  disposition  of
            inventory and materials in the ordinary course of business

                  (ii) the  conversion  of cash into Cash  Equivalents  and Cash
            Equivalents into cash;

                  (iii) (A) the  disposition  of  property or assets as a direct
            result of a Recovery Event or (B) the sale, lease, transfer or other
            disposition  of  machinery,  parts and  equipment  no longer used or
            useful in the conduct of the  business of the Borrower or any of its
            Subsidiaries,  so long as the net  proceeds  therefrom  are  used to
            replace  such  machinery,  parts and  equipment  or to  purchase  or
            otherwise  acquire new assets or property within 180 days of receipt
            of the net proceeds;

                  (iv) the sale,  lease or  transfer  of property or assets (for
            fair market value) between the Borrower and any Guarantor;

                  (v) the sale,  lease or  transfer of property or assets from a
            Credit Party other than the Borrower to another Credit Party;

                  (vi) the sale,  lease or transfer of property or assets not to
            exceed $1,000,000 in the aggregate in any fiscal year; and


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                  (vii) the voluntary termination of Hedging Agreements;

      provided, that, in the case of clauses (i), (iii) and (vi) above, at least
      seventy-five  percent (75%) of the consideration  received therefor by the
      Borrower  or any  other  Credit  Party  is in the  form  of  cash  or Cash
      Equivalents;  provided,  further,  that  with  respect  to sales of assets
      permitted  hereunder  only,  the  Administrative  Agent shall be entitled,
      without the consent of the Required Lenders, to release its Liens relating
      to the particular assets sold; or

            (b)  (i)  purchase,   lease  or  otherwise   acquire  (in  a  single
      transaction or a series of related transactions) the property or assets of
      any Person  (other than  purchases  or other  acquisitions  of  inventory,
      leases, licenses, Intellectual Property, materials, property and equipment
      in the  ordinary  course of  business,  except  as  otherwise  limited  or
      prohibited  herein)  or (ii)  enter  into any  transaction  of  merger  or
      consolidation,  except  for  (A)  investments  or  acquisitions  permitted
      pursuant to Section 6.5, and (B) the merger or  consolidation  of a Credit
      Party with and into another Credit Party; provided that if the Borrower is
      a party thereto, the Borrower will be the surviving corporation.

      Section 6.5 Advances, Investments and Loans.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
make any Investment except for Permitted Investments.

      Section 6.6 Transactions with Affiliates.

      Except as  permitted in  subsection  (iv) of the  definition  of Permitted
Investments,  each of the  Credit  Parties  will  not,  nor will it  permit  any
Subsidiary to, enter into any transaction or series of transactions,  whether or
not in the ordinary course of business, with any officer, director,  shareholder
or Affiliate  other than on terms and conditions  substantially  as favorable as
would be obtainable in a comparable arm's-length transaction with a Person other
than an officer, director, shareholder or Affiliate.

      Section 6.7 Ownership of Subsidiaries; Restrictions.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
create, form or acquire any Subsidiaries,  except for (a) Domestic Subsidiaries,
other than  certain  Immaterial  Subsidiaries,  which are  joined as  Additional
Credit  Parties  in  accordance   with  the  terms  hereof  and  (b)  Immaterial
Subsidiaries,  subject to the terms of Section 5.10. The Borrower will not sell,
transfer,  pledge or  otherwise  dispose of any  Capital  Stock or other  equity
interests in any of its Subsidiaries, nor will it permit any of its Subsidiaries
to issue,  sell,  transfer,  pledge or otherwise dispose of any of their Capital
Stock or other equity  interests,  except in a transaction  permitted by Section
6.4.


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<PAGE>

      Section 6.8 Fiscal Year; Organizational Documents; Material Contracts.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
change its fiscal year or its  accounting  policies.  Each of the Credit Parties
will not,  nor will it permit any  Subsidiary  to,  amend,  modify or change its
articles of incorporation (or corporate charter or other similar  organizational
document)  or bylaws  (or other  similar  document)  without  the prior  written
consent of the  Administrative  Agent.  Each of the Credit Parties will not, nor
will it permit any  Subsidiary  to,  without  the prior  written  consent of the
Administrative  Agent,  amend,  modify,  cancel or terminate or fail to renew or
extend or permit the amendment, modification, cancellation or termination of any
of  the  Material   Contracts,   except  in  the  event  that  such  amendments,
modifications, cancellations or terminations could not reasonably be expected to
have a Material Adverse Effect. The Borrower will not, without the prior written
consent of the Required Lenders,  amend,  modify,  waive or extend or permit the
amendment, modification, waiver or extension of any Subordinated Indebtedness or
of any documentation governing or evidencing such Subordinated Indebtedness in a
manner  that is adverse to the  interests  of the  Lenders or the issuer of such
Subordinated  Indebtedness.  Each of the Credit Parties will not, without giving
30 days' prior written notice to the Administrative  Agent,  change its state of
incorporation,  organization  or  formation  or have  more  than  one  state  of
incorporation, organization or formation.

      Section 6.9 Limitation on Restricted Actions.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
directly or indirectly,  create or otherwise  cause or suffer to exist or become
effective any  encumbrance  or  restriction on the ability of any such Person to
(a) pay  dividends  or make any other  distributions  to any Credit Party on its
Capital  Stock or with  respect to any other  interest or  participation  in, or
measured by, its profits,  (b) pay any  Indebtedness or other obligation owed to
any Credit  Party,  (c) make loans or  advances to any Credit  Party,  (d) sell,
lease or transfer any of its  properties or assets to any Credit  Party,  or (e)
act as a Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals,  refinancings,  exchanges, refundings or extension thereof, except (in
respect of any of the  matters  referred to in clauses  (a)-(d)  above) for such
encumbrances  or  restrictions  existing  under or by reason of (i) this  Credit
Agreement  and the  other  Credit  Documents,  (ii)  applicable  law,  (iii) any
document  or  instrument  governing  Indebtedness  incurred  pursuant to Section
6.1(c); provided that any such restriction contained therein relates only to the
asset or assets  constructed  or acquired in connection  therewith,  or (iv) any
Permitted  Lien or any document or  instrument  governing  any  Permitted  Lien;
provided that any such restriction  contained  therein relates only to the asset
or assets subject to such Permitted Lien.

      Section 6.10 Restricted Payments.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
directly or indirectly, declare, order, make or set apart any sum for or pay any
Restricted  Payment,  except (a) to make  dividends  payable  solely in the same
class  of  Capital  Stock  of  such  Person,  (b) to  make  dividends  or  other
distributions  payable to any  Credit  Party  (directly  or  indirectly  through
Subsidiaries),  and (c) so long as (i) no Default or Event of Default shall have
occurred and be continuing  or would result  therefrom and (ii) the Borrower has
satisfied the requirements set


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<PAGE>

forth in Sections  5.14(a) and (b), the Borrower  may  repurchase  shares of its
Capital Stock in an aggregate amount not to exceed $3,000,000 during the term of
this Credit Agreement.

      Section 6.11 Sale Leasebacks.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
directly or  indirectly  become or remain  liable as lessee or as  guarantor  or
other surety with respect to any lease,  whether an operating lease or a Capital
Lease, of any property (whether real,  personal or mixed),  whether now owned or
hereafter  acquired,  (a) which any Credit Party or any  Subsidiary  has sold or
transferred  or is to sell or transfer to a Person  which is not another  Credit
Party or Subsidiary or (b) which any Credit Party or any  Subsidiary  intends to
use for substantially the same purpose as any other property which has been sold
or is to be sold or  transferred  by such  Credit  Party or such  Subsidiary  to
another  Person which is not another  Credit Party or  Subsidiary  in connection
with such lease.

      Section 6.12 No Further Negative Pledges.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
enter into,  assume or become subject to any agreement  prohibiting or otherwise
restricting  the  creation  or  assumption  of any Lien upon its  properties  or
assets,  whether now owned or hereafter acquired,  or requiring the grant of any
security  for such  obligation  if security is given for some other  obligation,
except (a) pursuant to this Credit Agreement and the other Credit Documents, (b)
pursuant to any document or instrument governing  Indebtedness incurred pursuant
to Section 6.1(c);  provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection  therewith and
(c) in  connection  with  any  Permitted  Lien  or any  document  or  instrument
governing  any Permitted  Lien;  provided  that any such  restriction  contained
therein relates only to the asset or assets subject to such Permitted Lien.

      Section 6.13 Operating Lease Obligations.

      Each of the Credit Parties will not, nor will it permit any Subsidiary to,
enter into,  assume or permit to exist any  obligations  for the payment of rent
under Operating  Leases which in the aggregate for all such Persons would exceed
$3,250,000 in any fiscal year.

      Section 6.14 Deposit Account Control Agreements; Additional Bank Accounts.

      Each of the Credit  Parties will not, nor will it permit any Subsidiary to
(a) open, maintain or otherwise have any checking,  savings or other accounts at
any bank or other financial institution,  or any other account where money is or
may be deposited or maintained with any Person,  other than (i) the accounts set
forth on Schedule  6.14,  (ii) demand  deposit  accounts  established  after the
Closing  Date that are subject to a Deposit  Account  Control  Agreement,  (iii)
other  demand  deposit  accounts  established  after the Closing  Date solely as
payroll  and  other  zero  balance  accounts  and (iv)  other  deposit  accounts
established  after the Closing  Date,  so long as at any time the balance in any
such account  does not exceed  $100,000  and the  aggregate  balance in all such
accounts  does not exceed  $250,000,  and (b) from and after the  Closing  Date,
deposit or transfer money into any account set forth on Schedule 6.14.


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                                   ARTICLE VII

                                EVENTS OF DEFAULT

      Section 7.1 Events of Default.

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

            (a)  Payment  Default.  (i)  The  Borrower  shall  fail  to pay  any
      principal on any Loan or Note when due (whether at maturity,  by reason of
      acceleration or otherwise) in accordance with the terms thereof or hereof;
      (ii) the Borrower shall fail to pay any Reimbursement  Obligation when due
      (whether  at  maturity,   by  reason  of  acceleration  or  otherwise)  in
      accordance with the terms hereof; (iii) the Borrower shall fail to pay any
      interest on any Loan or Note or any fee or other amount payable  hereunder
      when due (whether at maturity,  by reason of acceleration or otherwise) in
      accordance  with the  terms  thereof  or  hereof  and such  failure  shall
      continue  unremedied  for three (3) Business  Days;  or (iv) any Guarantor
      shall  fail to pay on the  Guaranty  in  respect  of any of the  foregoing
      (after giving effect to any applicable grace period); or

            (b) Misrepresentation. Any representation or warranty made or deemed
      made  herein,  in the  Security  Documents  or in any of the other  Credit
      Documents or which is contained in any certificate,  document or financial
      or other statement  furnished at any time under or in connection with this
      Credit  Agreement shall prove to have been incorrect,  false or misleading
      in any material respect on or as of the date made or deemed made; or

            (c)  Covenant  Default.  (i) Any Credit Party shall fail to perform,
      comply with or observe any term,  covenant or agreement  applicable  to it
      contained in Section  5.1(a),  Section 5.1(b),  Section 5.2,  Section 5.4,
      Section 5.7(a),  Section 5.9, Section 5.14(a),  Section 5.14(b) or Article
      VI hereof;  or (ii) any Credit  Party  shall fail to comply  with  Section
      5.1(c) or Section 5.1(d) and such breach or failure to comply is not cured
      within ten (10) Business Days of its occurrence; or (iii) any Credit Party
      shall fail to comply  with any other  covenant,  contained  in this Credit
      Agreement or the other Credit Documents or any other  agreement,  document
      or instrument  among any Credit Party,  the  Administrative  Agent and the
      Lenders or  executed  by any Credit  Party in favor of the  Administrative
      Agent or the Lenders (other than as described in Sections 7.1(a),  7.1(b),
      7.1(c)(i) or 7.1(c)(ii) above), and in the event such breach or failure to
      comply is capable of cure,  is not cured  within  thirty  (30) days of its
      occurrence; or

            (d) Debt Cross-Default.  Any Credit Party or any of its Subsidiaries
      shall (i)  default  in any  payment of  principal  of or  interest  on any
      Indebtedness  (other  than the Credit  Party  Obligations)  in a principal
      amount  outstanding of at least $1,000,000 in the aggregate for the Credit
      Parties and their Subsidiaries beyond the period of grace (not to


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<PAGE>

      exceed thirty (30) days), if any,  provided in the instrument or agreement
      under  which  such  Indebtedness  was  created;  or  (ii)  default  in the
      observance or performance of any other agreement or condition  relating to
      any Indebtedness in a principal amount  outstanding of at least $1,000,000
      in the  aggregate  for  the  Credit  Parties  and  their  Subsidiaries  or
      contained in any instrument or agreement evidencing,  securing or relating
      thereto,  or any other event shall occur or condition exist, the effect of
      which  default or other event or condition  is to cause,  or to permit the
      holder or holders of such  Indebtedness or beneficiary or beneficiaries of
      such  Indebtedness  (or a trustee  or agent on  behalf  of such  holder or
      holders or  beneficiary  or  beneficiaries)  to cause,  with the giving of
      notice if required,  such  Indebtedness  to become due prior to its stated
      maturity;  or (iii)  breach or default in any material  respect  under any
      Secured Hedging Agreement; or

            (e)  Other  Cross-Default.  The  Credit  Parties  or  any  of  their
      Subsidiaries  shall default in (i) the payment when due under any Material
      Contract or (ii) in the  performance or  observance,  of any obligation or
      condition of any Material  Contract and such failure to perform or observe
      such other  obligation or condition  continues  unremedied for a period of
      thirty (30) days after notice of the  occurrence  of such default  unless,
      but only as long as, the existence of any such default is being  contested
      by  the  Borrower  or  such   Subsidiary  in  good  faith  by  appropriate
      proceedings and adequate reserves in respect thereof have been established
      on the books of the Borrower or such  Subsidiary to the extent required by
      GAAP.

            (f)  Bankruptcy  Event.  (i) The  Borrower or any of the  Borrower's
      Subsidiaries shall commence any case, proceeding or other action (A) under
      any  existing  or future law of any  jurisdiction,  domestic  or  foreign,
      relating to bankruptcy,  insolvency,  reorganization or relief of debtors,
      seeking to have an order for relief entered with respect to it, or seeking
      to  adjudicate  it a bankrupt  or  insolvent,  or seeking  reorganization,
      arrangement, adjustment, winding-up, liquidation, dissolution, composition
      or  other  relief  with  respect  to it  or  its  debts,  or  (B)  seeking
      appointment  of a  receiver,  trustee,  custodian,  conservator  or  other
      similar  official for it or for all or any substantial part of its assets,
      or the Borrower or any Subsidiary shall make a general  assignment for the
      benefit of its  creditors;  or (ii) there shall be  commenced  against the
      Borrower or any of the  Borrower's  Subsidiaries  any case,  proceeding or
      other action of a nature referred to in clause (i) above which (A) results
      in  the  entry  of an  order  for  relief  or  any  such  adjudication  or
      appointment  or (B) remains  undismissed,  undischarged  or unbonded for a
      period of sixty (60) days;  or (iii) there shall be commenced  against the
      Borrower or any of the  Borrower's  Subsidiaries  any case,  proceeding or
      other  action  seeking  issuance  of a warrant of  attachment,  execution,
      distraint or similar process  against all or any  substantial  part of its
      assets  which  results in the entry of an order for any such relief  which
      shall  not have been  vacated,  discharged,  or  stayed or bonded  pending
      appeal within sixty (60) days from the entry thereof; or (iv) the Borrower
      or any of the Borrower's Subsidiaries shall take any action in furtherance
      of, or indicating its consent to, approval of, or acquiescence  in, any of
      the acts set  forth in  clauses  (i),  (ii),  or (iii)  above;  or (v) the
      Borrower  or any of its  Subsidiaries  shall  generally  not,  or shall be
      unable to, or shall  admit in writing its  inability  to, pay its debts as
      they become due; or


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<PAGE>

            (g) Judgment  Default.  One or more  judgments  or decrees  shall be
      entered against any Credit Party or any of its  Subsidiaries  involving in
      the  aggregate a liability  (to the extent not paid when due or covered by
      insurance) of  $1,000,000 or more and all such  judgments or decrees shall
      not have been paid and satisfied,  vacated,  discharged,  stayed or bonded
      pending appeal within thirty (30) days from the entry thereof; or

            (h) ERISA  Default.  (i) Any Person shall engage in any  "prohibited
      transaction"  (as defined in Section  406 of ERISA or Section  4975 of the
      Code) involving any Plan, (ii) any  "accumulated  funding  deficiency" (as
      defined in Section 302 of ERISA),  whether or not waived, shall exist with
      respect to any Plan or any Lien in favor of the PBGC or a Plan (other than
      a Permitted  Lien)  shall  arise on the assets of any Credit  Party or any
      Commonly  Controlled  Entity,  (iii) a  Reportable  Event shall occur with
      respect to, or proceedings shall commence to have a trustee appointed,  or
      a trustee  shall be appointed,  to administer or to terminate,  any Single
      Employer Plan,  which  Reportable  Event or commencement of proceedings or
      appointment  of a trustee is, in the  reasonable  opinion of the  Required
      Lenders,  likely to result in the termination of such Plan for purposes of
      Title IV of ERISA,  (iv) any  Single  Employer  Plan shall  terminate  for
      purposes  of  Title  IV of  ERISA,  (v)  any  Credit  Party  or any of its
      Subsidiaries or any Commonly Controlled Entity shall, or in the reasonable
      opinion  of the  Required  Lenders is likely to,  incur any  liability  in
      connection with a withdrawal from, or the Insolvency or Reorganization of,
      any Multiemployer  Plan or (vi) any other similar event or condition shall
      occur or exist  with  respect to a Plan;  and in each case in clauses  (i)
      through (vi) above, such event or condition,  together with all other such
      events or conditions,  if any, has or could reasonably be expected to have
      a Material Adverse Effect; or

            (i) Change of Control. There shall occur a Change of Control; or

            (j) Failure of Guaranty. The Guaranty or any provision thereof shall
      cease to be in full force and effect or any Guarantor or any Person acting
      by or on behalf of any Guarantor  shall deny or disaffirm any  Guarantor's
      obligations under the Guaranty; or

            (k) Failure of Credit  Documents.  Any other Credit  Document  shall
      fail to be in full  force and effect or to give the  Administrative  Agent
      and/or the Lenders the security interests, liens, rights, powers, priority
      and privileges  purported to be created  thereby (except as such documents
      may be terminated or no longer in force and effect in accordance  with the
      terms thereof,  other than those indemnities and provisions which by their
      terms shall  survive),  or any Credit Party or any Person  acting by or on
      behalf of any Credit Party shall assert in writing any of the foregoing or
      shall (i) deny or disaffirm  such Person's  obligations  under this Credit
      Agreement or any other Credit  Document or (ii) assert the  invalidity  or
      lack of perfection  or priority of any Lien granted to the  Administrative
      Agent pursuant to the Security Documents; or

            (l)  Subordinated  Indebtedness  Default.  Any default (which is not
      waived or cured within the applicable period of grace) or event of default
      shall occur under any document  governing or evidencing  any  Subordinated
      Indebtedness or the subordination


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<PAGE>

      provisions contained therein shall cease to be in full force and effect or
      to give the Lenders  the rights,  powers and  privileges  purported  to be
      created thereby; or

            (m) Medical Reimbursement Program Suspension. Any Credit Party shall
      be  suspended  or  excluded  from  (i) any  Medicaid  Provider  Agreement,
      Medicaid    Certification,    Medicare   Provider   Agreement,    Medicare
      Certification  or (ii)  any  Medical  Reimbursement  Program,  where  such
      exclusion or suspension  arises from fraud or other claims or  allegations
      which could reasonably be expected to have a Material Adverse Effect.

      Section 7.2 Acceleration; Remedies.

      Upon the  occurrence of an Event of Default,  then, and in any such event,
(a) if such event is a Bankruptcy  Event,  automatically  the Commitments  shall
immediately  terminate and the Loans (with accrued  interest  thereon),  and all
other amounts  under the Credit  Documents  (including  without  limitation  the
maximum  amount of all  contingent  liabilities  under  Letters of Credit) shall
immediately  become due and payable,  and the Borrower shall  immediately pay to
the Administrative Agent cash collateral as security for the LOC Obligations for
subsequent  drawings under then outstanding Letters of Credit in an amount equal
to the maximum  amount  which may be drawn under such Letters of Credit and (ii)
the Administrative  Agent may exercise on behalf of the Lenders all of its other
rights and remedies under this Credit Agreement,  the other Credit Documents and
applicable law, and (b) if such event is any other Event of Default,  any or all
of the  following  actions  may be taken:  (i) with the  written  consent of the
Required Lenders,  the Administrative  Agent may, or upon the written request of
the Required Lenders,  the Administrative Agent shall, by notice to the Borrower
declare the  Commitments to be terminated  forthwith,  whereupon the Commitments
shall  immediately  terminate;  (ii) the  Administrative  Agent may, or upon the
written  request of the Required  Lenders,  the  Administrative  Agent shall, by
notice of default to the  Borrower,  declare  the Loans (with  accrued  interest
thereon) and all other amounts  owing under this Credit  Agreement and the Notes
to be  due  and  payable  forthwith  and  direct  the  Borrower  to  pay  to the
Administrative  Agent cash  collateral as security for the LOC  Obligations  for
subsequent  drawings under then outstanding Letters of Credit in an amount equal
to the  maximum  amount  of which may be drawn  under  Letters  of  Credit  then
outstanding,  whereupon the same shall immediately become due and payable; (iii)
exercise any rights or remedies of the Administrative Agent or the Lenders under
this  Credit  Agreement  or  any  other  Credit  Document,   including,  without
limitation,  any rights or remedies  with  respect to the  Collateral;  and (iv)
exercise any rights or remedies available to the Administrative Agent or Lenders
under applicable law.


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                                  ARTICLE VIII

                                    THE AGENT

      Section 8.1 Appointment.

      Each Lender hereby  irrevocably  designates  and appoints  Wachovia as the
Administrative  Agent of such Lender under this Credit Agreement,  and each such
Lender irrevocably  authorizes  Wachovia,  as the Administrative  Agent for such
Lender,  to take such action on its behalf under the  provisions  of this Credit
Agreement  and to exercise  such powers and perform such duties as are expressly
delegated  to the  Administrative  Agent by the terms of this Credit  Agreement,
together  with  such  other  powers  as  are  reasonably   incidental   thereto.
Notwithstanding   any  provision  to  the  contrary  elsewhere  in  this  Credit
Agreement,   the   Administrative   Agent   shall   not  have  any   duties   or
responsibilities,  except those  expressly  set forth  herein,  or any fiduciary
relationship   with  any   Lender,   and  no   implied   covenants,   functions,
responsibilities,  duties,  obligations or  liabilities  shall be read into this
Credit Agreement or otherwise exist against the Administrative Agent.

      Section 8.2 Delegation of Duties.

      The  Administrative  Agent may execute any of its duties under this Credit
Agreement  by or through  agents or  attorneys-in-fact  and shall be entitled to
advice  of  counsel  concerning  all  matters  pertaining  to such  duties.  The
Administrative  Agent shall not be responsible  for the negligence or misconduct
of any agents or attorneys-in-fact  selected by it with reasonable care. Without
limiting  the  foregoing,  the  Administrative  Agent  may  appoint  one  of its
affiliates  as its agent to perform the  functions of the  Administrative  Agent
hereunder relating to the advancing of funds to the Borrower and distribution of
funds  to the  Lenders  and to  perform  such  other  related  functions  of the
Administrative Agent hereunder as are reasonably incidental to such functions.

      Section 8.3 Exculpatory Provisions.

      Neither  the  Administrative  Agent  nor any of its  officers,  directors,
employees,  agents,  attorneys-in-fact,  Subsidiaries or affiliates shall be (a)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in  connection  with  this  Credit  Agreement  (except  for its or such
Person's own gross  negligence or willful  misconduct) or (b) responsible in any
manner to any of the Lenders for any recitals,  statements,  representations  or
warranties  made by any Credit  Party or any officer  thereof  contained in this
Credit  Agreement or in any  certificate,  report,  statement or other  document
referred to or provided for in, or received by the Administrative Agent under or
in  connection  with,  this  Credit  Agreement  or  for  the  value,   validity,
effectiveness,  genuineness,  enforceability or sufficiency of any of the Credit
Documents  or for any  failure of any Credit  Party to perform  its  obligations
hereunder  or  thereunder.  The  Administrative  Agent  shall  not be under  any
obligation  to any Lender to  ascertain  or to inquire as to the  observance  or
performance  by any  Credit  Party of any of the  agreements  contained  in,  or
conditions of, this Credit  Agreement,  or to inspect the  properties,  books or
records of any Credit Party.


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      Section 8.4 Reliance by Administrative Agent.

            (a) The Administrative Agent shall be entitled to rely, and shall be
      fully protected in relying,  upon any note, writing,  resolution,  notice,
      consent,  certificate,  affidavit, letter, cablegram,  telegram, telecopy,
      telex  or  teletype  message,   statement,  order  or  other  document  or
      conversation believed by it in good faith to be genuine and correct and to
      have been  signed,  sent or made by the proper  Person or Persons and upon
      advice and  statements of legal counsel  (including,  without  limitation,
      counsel to the Credit Parties),  independent accountants and other experts
      selected by the Administrative  Agent. The  Administrative  Agent may deem
      and  treat the payee of any Note as the  owner  thereof  for all  purposes
      unless an executed  Commitment Transfer Supplement has been filed with the
      Administrative  Agent pursuant to Section 9.6(c) with respect to the Loans
      evidenced by such Note. The Administrative  Agent shall be fully justified
      in failing or  refusing  to take any action  under this  Credit  Agreement
      unless it shall first receive such advice or  concurrence  of the Required
      Lenders as it deems  appropriate  or it shall first be  indemnified to its
      satisfaction  by the  Lenders  against any and all  liability  and expense
      which may be incurred by it by reason of taking or  continuing to take any
      such  action.  The  Administrative  Agent  shall  in all  cases  be  fully
      protected in acting, or in refraining from acting, under any of the Credit
      Documents in accordance  with a request of the Required  Lenders or all of
      the  Lenders,  as may be required  under this Credit  Agreement,  and such
      request and any action taken or failure to act pursuant  thereto  shall be
      binding upon all the Lenders and all future holders of the Notes.

            (b) For  purposes  of  determining  compliance  with the  conditions
      specified  in  Section  4.1,  each  Lender  that has  signed  this  Credit
      Agreement shall be deemed to have consented to, approved or accepted or to
      be satisfied with, each document or other matter required thereunder to be
      consented to or approved by or acceptable or satisfactory to a Lender.

      Section 8.5 Notice of Default.

      The  Administrative  Agent shall not be deemed to have knowledge or notice
of the  occurrence  of any  Default  or Event of  Default  hereunder  unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this  Credit  Agreement,  describing  such  Default or Event of  Default  and
stating  that such  notice  is a  "notice  of  default".  In the event  that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders.  The Administrative  Agent shall take such
action with respect to such  Default or Event of Default as shall be  reasonably
directed by the Required Lenders;  provided,  however, that unless and until the
Administrative  Agent shall have received such  directions,  the  Administrative
Agent may (but shall not be  obligated  to) take such  action,  or refrain  from
taking such action, with respect to such Default or Event of Default as it shall
deem  advisable in the best  interests of the Lenders  except to the extent that
this Credit  Agreement  expressly  requires  that such  action be taken,  or not
taken,  only with the consent or upon the authorization of the Required Lenders,
or all of the Lenders, as the case may be.


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<PAGE>

      Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.

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

      Section 8.7 Indemnification.

      The Lenders agree to indemnify each of the Administrative  Agent,  Issuing
Lenders and the Swingline Lender in its capacity  hereunder and their respective
Subsidiaries,   Affiliates,   officers,   directors,   employees,   agents   and
attorneys-in-fact  acting on their behalf in such capacity (each an "Indemnified
Party") (to the extent not  reimbursed by the Borrower and without  limiting the
obligation  of the  Borrower  to do so),  ratably  according  to  such  Lenders'
respective Commitment Percentages in effect on the date on which indemnification
is  sought  under  this  Section,  from  and  against  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  of any  kind  whatsoever  which  may  at  any  time
(including,  without limitation,  at any time following the payment of the Notes
or any Reimbursement  Obligation) be imposed on, incurred by or asserted against
such  Indemnified  Party in any way  relating  to or  arising  out of any Credit
Document or any  documents  contemplated  by or referred to herein or therein or
the transactions  contemplated  hereby or thereby or any action taken or omitted
by an  Indemnified  Party  under or in  connection  with  any of the  foregoing;
provided,  however,  that no Lender shall be liable to an Indemnified  Party for
the payment of any portion of such liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements to the
extent  resulting  from such  Indemnified  Party's  gross  negligence or willful
misconduct,  as determined by a court of competent jurisdiction.  The agreements
in this Section 8.7 shall survive the termination of this Credit


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<PAGE>

Agreement and payment of the Notes, any  Reimbursement  Obligation and all other
amounts payable hereunder.

      Section 8.8 Administrative Agent in Its Individual Capacity.

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

      Section 8.9 Successor Administrative Agent.

      The  Administrative  Agent may resign as Administrative  Agent upon thirty
(30)  days'  prior  written  notice  to the  Borrower  and the  Lenders.  If the
Administrative  Agent  shall  resign as  Administrative  Agent under this Credit
Agreement  and the other  Credit  Documents,  then the  Required  Lenders  shall
appoint from among the Lenders a successor administrative agent for the Lenders,
which  successor  agent  shall  have  capital  of at least  $500,000,000  and be
approved by the Borrower (such approval not to be unreasonably withheld) so long
as no Default or Event of Default has occurred and is continuing, whereupon such
successor administrative agent shall succeed to the rights, powers and duties of
the Administrative  Agent, and the term  "Administrative  Agent" shall mean such
successor administrative agent effective upon such appointment and approval, and
the former  Administrative  Agent's rights,  powers and duties as Administrative
Agent shall be terminated,  without any other or further act or deed on the part
of such  former  Administrative  Agent  or any of the  parties  to  this  Credit
Agreement or any holders of the Notes. If no successor  Administrative Agent has
accepted  appointment as Administrative  Agent within thirty (30) days after the
retiring  Administrative  Agent's  giving  notice of  resignation,  the retiring
Administrative  Agent shall have the right, on behalf of the Lenders, to appoint
a successor administrative agent, which successor shall have capital of at least
$500,000,000  and  be  approved  by  the  Borrower  (such  approval  not  to  be
unreasonably  withheld)  so long as no Default or Event of Default has  occurred
and is continuing. If no successor administrative agent has accepted appointment
as Administrative Agent within sixty (60) days after the retiring Administrative
Agent's  giving  notice of  resignation,  the  retiring  Administrative  Agent's
resignation  shall  nevertheless  become effective and the Lenders shall perform
all duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor administrative agent as provided for above.
After any retiring  Administrative  Agent's resignation as Administrative Agent,
the  indemnification  provisions  of this Credit  Agreement and the other Credit
Documents and the  provisions of this Article VIII shall inure to its benefit as
to any  actions  taken or omitted to be taken by it while it was  Administrative
Agent under this Credit Agreement.


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<PAGE>

      Section 8.10 Other Agents.

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

      Section 8.11 Releases.

      The  Administrative  Agent may release any  Guarantor  and any Lien on any
Collateral that is sold or otherwise disposed of in accordance with the terms of
this  Credit  Agreement  or as  otherwise  permitted  by the Lenders or Required
Lenders, as applicable.

                                   ARTICLE IX

                                  MISCELLANEOUS

      Section 9.1 Amendments, Waivers and Release of Collateral.

      Neither this Credit Agreement,  nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended,  supplemented,
waived or modified  except in accordance with the provisions of this Section nor
may the Borrower or any  Guarantor  be released  except in  accordance  with the
provisions  of this Section 9.1. The Required  Lenders may, or, with the written
consent of the Required  Lenders,  the  Administrative  Agent may,  from time to
time,  (a)  enter  into with the  Borrower  or any other  Credit  Party  written
amendments,  supplements  or  modifications  hereto  and  to  the  other  Credit
Documents for the purpose of adding any  provisions to this Credit  Agreement or
the other  Credit  Documents or changing in any manner the rights of the Lenders
or of the  Borrower or any other Credit Party  hereunder  or  thereunder  or (b)
waive, on such terms and conditions as the Required  Lenders may specify in such
instrument, any of the requirements of this Credit Agreement or the other Credit
Documents  or any  Default or Event of Default and its  consequences;  provided,
however,  that  no  such  waiver  and no  such  amendment,  waiver,  supplement,
modification or release shall:

                  (i) reduce the amount or extend the scheduled date of maturity
            of any Loan or Note or any installment thereon, or reduce the stated
            rate of any interest or fee payable  hereunder (except in connection
            with a waiver of interest  at the  increased  post-default  rate set
            forth in Section  2.9,  which shall be  determined  by a vote of the
            Required  Lenders)  or  extend  the  scheduled  date of any  payment
            thereof or increase the amount or extend the expiration  date of any
            Lender's


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<PAGE>

            Commitment,  in each case without the written consent of each Lender
            directly  affected  thereby;  provided  that, it is  understood  and
            agreed  that  no  waiver,  reduction  or  deferral  of  a  mandatory
            prepayment required pursuant to Section 2.7(b), nor any amendment of
            Section  2.7(b)  or  the  definitions  of  Asset  Disposition,  Debt
            Issuance,  Equity  Issuance,  Excess Cash Flow,  or Recovery  Event,
            shall  constitute  a reduction  of the amount of, or an extension of
            the  scheduled  date of, any  principal  installment  of any Loan or
            Note; or

                  (ii) amend, modify or waive any provision of this Section 9.1,
            without the written  consent of all the  Lenders  directly  affected
            thereby; or

                  (iii) reduce the  percentage  specified in the  definition  of
            Required Lenders, without the written consent of all the Lenders; or

                  (iv)  amend,  modify or waive any  provision  of Article  VIII
            without the written consent of the then Administrative Agent; or

                  (v) release the  Borrower or all or  substantially  all of the
            Guarantors from their respective  obligations hereunder or under the
            Guaranty,  without the written consent of all of the Lenders and, to
            the extent the Secured  Hedging  Agreements  will cease to rank pari
            passu with the Credit Party Obligations in connection therewith, all
            of the Hedging Agreement Providers; or

                  (vi)  release  all or  substantially  all  of  the  Collateral
            without the written consent of all of the Lenders and, to the extent
            the Secured  Hedging  Agreements  will cease to rank pari passu with
            the Credit Party  Obligations  in connection  therewith,  all of the
            Hedging Agreement Providers; or

                  (vii)  amend,  modify or waive  any  provision  of the  Credit
            Documents  requiring  consent,  approval or request of the  Required
            Lenders or all  Lenders,  without the written  consent of all of the
            Required Lenders or Lenders as appropriate; or

                  (viii) without the consent of Lenders holding in the aggregate
            more  than  fifty  percent  (50%)  of  the   outstanding   Revolving
            Commitments (or if the Revolving  Commitments  have been terminated,
            the  outstanding  Revolving  Loans),  amend,  modify  or  waive  any
            provision  in Section  4.2 or waive any  Default or Event of Default
            (or amend any Credit  Document to  effectively  waive any Default or
            Event of  Default)  if the effect of such waiver is that the Lenders
            shall be required to fund  Revolving  Loans when such Lenders  would
            otherwise not be required to do so; or

                  (ix)  amend,  modify  or waive  any  provision  of the  Credit
            Documents  affecting  the  rights or  duties  of the  Administrative
            Agent,  the Issuing Lender or the Swingline  Lender under any Credit
            Document without the written consent of


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<PAGE>

            the  Administrative  Agent,  the Issuing Lender and/or the Swingline
            Lender,   as  applicable,   in  addition  to  the  Lenders  required
            hereinabove to take such action; or

                  (x) require any Lender to make available Interest Periods with
            a duration  longer than 6 months without the consent of such Lender;
            or

                  (xi) amend,  modify or waive the order in which  Credit  Party
            Obligations  are paid in  Section  2.7(b)(vi)  or  Section  2.12(b),
            without  the  written  consent  of  each  Lender  and  each  Hedging
            Agreement Provider directly affected thereby; or

                  (xii) amend the  definitions  of "Credit  Party  Obligations,"
            Secured Hedging  Agreement," or "Hedging Agreement Provider" without
            the  consent  of  any  Hedging  Agreement  Provider  that  would  be
            adversely affected thereby;

provided,  further, that no amendment, waiver or consent affecting the rights or
duties of the  Administrative  Agent, the Issuing Lender or the Swingline Lender
under any Credit Document shall in any event be effective, unless in writing and
signed by the  Administrative  Agent,  the Issuing  Lender  and/or the Swingline
Lender, as applicable,  in addition to the Lenders required  hereinabove to take
such action.

      Any such waiver,  any such amendment,  supplement or modification  and any
such  release  shall  apply  equally to each of the Lenders and shall be binding
upon the Borrower,  the other Credit Parties,  the Lenders,  the  Administrative
Agent and all  future  holders  of the  Notes.  In the case of any  waiver,  the
Borrower,  the other Credit Parties,  the Lenders and the  Administrative  Agent
shall be restored to their former  position and rights  hereunder  and under the
outstanding Loans and Notes and other Credit Documents, and any Default or Event
of Default  permanently  waived shall be deemed to be cured and not  continuing;
but no such waiver shall extend to any  subsequent  or other Default or Event of
Default, or impair any right consequent thereon.

      Notwithstanding  any of the foregoing to the contrary,  the consent of the
Borrower shall not be required for any amendment,  modification or waiver of the
provisions of Article VIII (other than the provisions of Section 8.9); provided,
however,  that the  Administrative  Agent  will  provide  written  notice to the
Borrower of any such amendment, modification or waiver.

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

      Section 9.2 Notices.

      Except as  otherwise  provided in Article II, all  notices,  requests  and
demands to or upon the  respective  parties  hereto to be effective  shall be in
writing (including by telecopy), and,


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<PAGE>

unless otherwise  expressly  provided herein,  shall be deemed to have been duly
given or made (a) when delivered by hand, (b) when  transmitted via telecopy (or
other  facsimile  device) to the number set out  herein,  (c) the  Business  Day
following the day on which the same has been  delivered  prepaid (or pursuant to
an invoice  arrangement) to a reputable  national overnight air courier service,
or (d) the third  Business  Day  following  the day on which the same is sent by
certified or registered mail, postage prepaid, in each case addressed as follows
in the case of the  Borrower,  the other Credit  Parties and the  Administrative
Agent,  and  in the  case  of  each  Lender,  as  set  forth  in  such  Lender's
Administrative  Details  Form  or to  such  other  address  as may be  hereafter
notified by the respective parties hereto and any future holders of the Notes:

     The Borrower                   Bradley Pharmaceuticals, Inc.
     and the other                  383 Route 46 West
     Credit Parties:                Fairfield, New Jersey  07084-2402
                                    Attention:       R. Brent Lenczycki,
                                                     Chief Financial Officer
                                    Telecopier:      (973) 575-5366
                                    Telephone:       (973) 882-1505 (x510)

                                    with a copy to:

                                    Epstein Becker & Green, P.C.
                                    250 Park Avenue
                                    New York, New York  10177
                                    Attention:       Theodore L. Polin, Esq.
                                    Telecopier:      (212) 878-8622
                                    Telephone:       (212) 351-4522

     The Administrative             Wachovia Bank, National Association,
     Agent:                           as Administrative Agent
                                    Charlotte Plaza
                                    201 South College Street, CP-8
                                    Charlotte, North Carolina  28288-0680
                                    Attention:       Syndication Agency Services
                                    Telecopier:      (704) 383-0288
                                    Telephone:       (704) 715-8946

                                    with a copy to:

                                    Wachovia Bank, National Association,
                                    One Wachovia Center, DC-5
                                    Charlotte, North Carolina  28288-0737
                                    Attention:       Scott Santa Cruz
                                    Telecopier:      (704) 383-7611
                                    Telephone:       (704) 383-1988


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<PAGE>

      Section 9.3 No Waiver; Cumulative Remedies.

      No  failure to  exercise  and no delay in  exercising,  on the part of the
Administrative  Agent or any  Lender,  any  right,  remedy,  power or  privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by law.

      Section 9.4 Survival of Representations and Warranties.

      All  representations  and  warranties  made hereunder and in any document,
certificate or statement  delivered  pursuant  hereto or in connection  herewith
shall survive the execution and delivery of this Credit  Agreement and the Notes
and the  making  of the  Loans;  provided  that  all  such  representations  and
warranties  shall  terminate  on the date upon which the  Commitments  have been
terminated  and all amounts owing under the Credit  Documents  have been paid in
full.

      Section 9.5 Payment of Expenses and Taxes.

      The Credit Parties agree (a) to pay or reimburse the Administrative  Agent
and the  Arranger  for all their  reasonable  out-of-pocket  costs and  expenses
incurred in connection with the development,  preparation, negotiation, printing
and execution of, and any amendment,  supplement or modification to, this Credit
Agreement  and the other Credit  Documents and any other  documents  prepared in
connection herewith or therewith, and the consummation and administration of the
transactions  contemplated hereby and thereby, together with the reasonable fees
and disbursements of counsel to the Administrative  Agent and the Arranger,  (b)
to pay or reimburse each Lender and the  Administrative  Agent for all its costs
and expenses  incurred in connection with the enforcement or preservation of any
rights under this Credit  Agreement and the other Credit  Documents,  including,
without  limitation,  the reasonable  fees and  disbursements  of counsel to the
Administrative Agent and to the Lenders (including reasonable allocated costs of
in-house legal counsel),  and (c) on demand,  to pay,  indemnify,  and hold each
Lender,  the  Administrative  Agent and the Arranger  harmless from, any and all
recording  and  filing  fees and any and all  liabilities  with  respect  to, or
resulting from any delay in paying,  stamp,  excise and other similar taxes,  if
any,  which may be payable or determined  to be payable in  connection  with the
execution  and  delivery of, or  consummation  or  administration  of any of the
transactions  contemplated by, or any amendment,  supplement or modification of,
or any waiver or consent  under or in respect of, the Credit  Documents  and any
such  other  documents,  (d) to  pay,  indemnify,  and  hold  each  Lender,  the
Administrative  Agent,  the Arranger and their  Affiliates and their  respective
officers,   directors,    employees,   partners,   members,   counsel,   agents,
representatives, advisors and affiliates (collectively called the "Indemnitees")
harmless from and against, any and all other liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or  nature  whatsoever  with  respect  to the  execution,  delivery,
enforcement, performance and administration of the Credit Documents and any such
other  documents  and the use, or proposed use, of proceeds of the Loans and (e)
to pay any  civil  penalty  or  fine  assessed  by the  U.S.  Department  of the
Treasury's  Office of Foreign Assets Control  against,  and all reasonable costs
and expenses (including counsel fees and


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<PAGE>

disbursements) incurred in connection with defense thereof by the Administrative
Agent or any Lender as a result of the funding of Loans, the issuance of Letters
of Credit,  the  acceptance  of payments or of  Collateral  due under the Credit
Documents (all of the foregoing,  collectively,  the "Indemnified Liabilities");
provided,  however, that the Borrower shall not have any obligation hereunder to
an Indemnitee  with respect to  Indemnified  Liabilities  arising from the gross
negligence or willful misconduct of such Indemnitee, as determined by a court of
competent  jurisdiction  pursuant  to  a  final  non-appealable   judgment.  The
agreements in this Section 9.5 shall survive  repayment of the Loans,  Notes and
all other amounts hereunder.

      Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.

            (a) This Agreement shall be binding upon and inure to the benefit of
      the Credit Parties,  the Lenders,  the  Administrative  Agent,  all future
      holders of the Notes and their respective  successors and assigns,  except
      that  the  Borrower  may not  assign  or  transfer  any of its  rights  or
      obligations  under this Credit  Agreement  or the other  Credit  Documents
      without the prior written consent of each Lender.

            (b) Any Lender may, in the  ordinary  course of its  business and in
      accordance  with  applicable law, at any time sell to one or more banks or
      other entities ("Participants")  participating interests in any Loan owing
      to such  Lender,  any Note held by such  Lender,  any  Commitment  of such
      Lender,  or any other interest of such Lender  hereunder.  In the event of
      any such sale by a Lender of  participating  interests  to a  Participant,
      such Lender's obligations under this Credit Agreement to the other parties
      to this Credit Agreement shall remain unchanged,  such Lender shall remain
      solely responsible for the performance  thereof,  such Lender shall remain
      the holder of any such Note for all purposes under this Credit  Agreement,
      and the  Borrower  and the  Administrative  Agent  shall  continue to deal
      solely and  directly  with such Lender in  connection  with such  Lender's
      rights  and  obligations  under this  Credit  Agreement.  No Lender  shall
      transfer or grant any participation under which the Participant shall have
      rights to approve any  amendment to or waiver of this Credit  Agreement or
      any other Credit  Document  except to the extent such  amendment or waiver
      would  (i)  extend  the  scheduled  maturity  of any  Loan  or Note or any
      installment thereon in which such Participant is participating,  or reduce
      the stated rate or extend the time of payment of interest or fees  thereon
      (except  in  connection  with  a  waiver  of  interest  at  the  increased
      post-default rate set forth in Section 2.9, which shall be determined by a
      vote of the Required  Lenders) or reduce the principal amount thereof,  or
      increase  the amount of the  Participant's  participation  over the amount
      thereof then in effect;  provided  that, it is understood  and agreed that
      (A) no waiver,  reduction or deferral of a mandatory  prepayment  required
      pursuant to Section  2.7(b),  nor any  amendment of Section  2.7(b) or the
      definitions of Asset Disposition,  Debt Issuance,  Equity Issuance, Excess
      Cash Flow, or Recovery Event,  shall  constitute a reduction of the amount
      of, or an  extension  of the  scheduled  date of,  the  scheduled  date of
      maturity of, or any  installment of, any Loan or Note, (B) a waiver of any
      Default or Event of Default shall not  constitute a change in the terms of
      such participation, and (C) an increase in any Commitment or Loan shall be
      permitted   without  consent  of  any  participant  if  the  Participant's
      participation  is not increased as a result  thereof,  (ii) release all or
      substantially all of the Guarantors from


                                      101
<PAGE>

      their obligations  under the Guaranty,  (iii) release all or substantially
      all of the  Collateral,  or (iv) consent to the  assignment or transfer by
      the  Borrower  of any of its rights  and  obligations  under  this  Credit
      Agreement.  In the case of any such  participation,  the Participant shall
      not have any rights under this Credit Agreement or any of the other Credit
      Documents (the Participant's rights against such Lender in respect of such
      participation  to be those set  forth in the  agreement  executed  by such
      Lender  in favor of the  Participant  relating  thereto)  and all  amounts
      payable by the Borrower  hereunder  shall be  determined as if such Lender
      had not sold such  participation;  provided that each Participant shall be
      entitled to the benefits of Sections 2.15,  2.16,  2.17, 2.18 and 9.5 with
      respect to its  participation in the Commitments and the Loans outstanding
      from time to time; provided further, that no Participant shall be entitled
      to  receive  any  greater  amount  pursuant  to  such  Sections  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.

            (c) Any Lender may, in the  ordinary  course of its  business and in
      accordance  with applicable law, at any time, sell or assign to any Lender
      or  any   Affiliate  or  Approved  Fund  and,  with  the  consent  of  the
      Administrative  Agent and,  so long as no Default or Event of Default  has
      occurred and is  continuing,  the Borrower  (in each case,  which  consent
      shall not be unreasonably  withheld or delayed), to one or more additional
      banks,  insurance companies,  funds or financial  institutions or entities
      (each such Lender, Affiliate, Approved Fund, bank, insurance company, fund
      or financial  institution or entity,  a "Purchasing  Lender"),  all or any
      part of its rights and  obligations  under this Credit  Agreement  and the
      Notes in minimum  amounts of (i) $2,000,000  with respect to its Revolving
      Commitment or its Revolving  Loans and (ii) $1,000,000 with respect to its
      Term Loan  Commitment  (or, if less,  the entire  amount of such  Lender's
      obligations),  pursuant to a Commitment Transfer  Supplement,  executed by
      such  Purchasing  Lender and such  transferor  Lender (and,  to the extent
      required above, the Administrative Agent and the Borrower),  and delivered
      to the  Administrative  Agent  for its  acceptance  and  recording  in the
      Register;  provided,  however,  that any sale or assignment to an existing
      Lender or an  Affiliate or Approved  Fund of an existing  Lender shall not
      require the consent of the Administrative  Agent or the Borrower nor shall
      any such sale or assignment be subject to the minimum  assignment  amounts
      specified herein and the amount of contemporaneous  assignments in respect
      of any assigning  Lender and its Approved  Funds shall be  aggregated  for
      purposes of such requirement.  Upon such execution,  delivery,  acceptance
      and  recording,  from and after the Transfer  Effective  Date specified in
      such Commitment Transfer Supplement,  (A) the Purchasing Lender thereunder
      shall be a party  hereto  and, to the extent  provided in such  Commitment
      Transfer Supplement, have the rights and obligations of a Lender hereunder
      with a Commitment  as set forth  therein,  and (B) the  transferor  Lender
      thereunder  shall,  to the extent  provided  in such  Commitment  Transfer
      Supplement,  be released from its obligations  under this Credit Agreement
      (and, in the case of a Commitment  Transfer Supplement covering all or the
      remaining  portion of a transferor  Lender's rights and obligations  under
      this Credit  Agreement,  such transferor  Lender shall cease to be a party
      hereto; provided, however, that such Lender shall still be entitled to any
      indemnification rights that expressly survive hereunder).  Such Commitment
      Transfer Supplement shall


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<PAGE>

      be deemed to amend this Credit  Agreement  to the extent,  and only to the
      extent,  necessary to reflect the addition of such  Purchasing  Lender and
      the  resulting  adjustment  of  Commitment  Percentages  arising  from the
      purchase by such  Purchasing  Lender of all or a portion of the rights and
      obligations of such transferor  Lender under this Credit Agreement and the
      Notes.  On or prior  to the  Transfer  Effective  Date  specified  in such
      Commitment Transfer Supplement,  the Borrower,  at its own expense,  shall
      execute and deliver to the Administrative  Agent in exchange for the Notes
      delivered to the Administrative Agent pursuant to such Commitment Transfer
      Supplement new Notes to the order of such  Purchasing  Lender in an amount
      equal to the Commitment assumed by it pursuant to such Commitment Transfer
      Supplement and, unless the transferor Lender has not retained a Commitment
      hereunder,  new Notes to the order of the  transferor  Lender in an amount
      equal to the Commitment retained by it hereunder.  Such new Notes shall be
      dated the  Closing  Date and shall  otherwise  be in the form of the Notes
      replaced thereby.  The Notes surrendered by the transferor Lender shall be
      returned by the  Administrative  Agent to the Borrower marked  "canceled".
      Notwithstanding  anything to the contrary contained in this Section 9.6, a
      Lender may assign any or all of its rights under this Credit  Agreement to
      an  Affiliate  or an Approved  Fund of such Lender  without  delivering  a
      Commitment  Transfer  Supplement to the  Administrative  Agent;  provided,
      however,  that (1) the Credit  Parties  and the  Administrative  Agent may
      continue to deal solely and directly  with such  assigning  Lender until a
      Commitment  Transfer  Supplement has been delivered to the  Administrative
      Agent for  recordation on the Register,  (2) the failure of such assigning
      lender to deliver a Commitment  Transfer  Supplement to the Administrative
      Agent shall not affect the  legality,  validity or binding  effect of such
      assignment and (3) a Commitment  Transfer Supplement between the assigning
      Lender, an Affiliate or Approved Fund of such Lender shall be effective as
      of the date specified in such Commitment Transfer Supplement.

            (d) The Administrative  Agent shall maintain at its address referred
      to in Section 9.2 a copy of each Commitment Transfer Supplement  delivered
      to it and a register (the "Register") for the recordation of the names and
      addresses of the Lenders and the  Commitment  of, and principal  amount of
      the Loans owing to, each Lender from time to time. A Loan (and the related
      Note) recorded on the Register may be assigned or sold in whole or in part
      upon registration of such assignment or sale on the Register.  The entries
      in the Register shall be conclusive, in the absence of manifest error, and
      the  Borrower,  the  Administrative  Agent and the  Lenders may treat each
      Person  whose name is  recorded  in the  Register as the owner of the Loan
      recorded therein for all purposes of this Credit  Agreement.  The Register
      shall be  available  for  inspection  by the Borrower or any Lender at any
      reasonable time and from time to time upon reasonable prior notice. In the
      case of an assignment  pursuant to the last sentence of Section  9.6(c) as
      to  which  a  Commitment  Transfer  Supplement  is  not  delivered  to the
      Administrative  Agent, the assigning Lender shall,  acting solely for this
      purpose  as a  non-fiduciary  agent  of the  Credit  Parties,  maintain  a
      comparable register on behalf of the Credit Parties. In the event that any
      Lender  sells  participations  in a Loan  recorded on the  Register,  such
      Lender  shall  maintain  a  register  on which it  enters  the name of all
      participants in such Loans held by it (the "Participant Register"). A Loan
      recorded on the Register (and the registered Note, if any,  evidencing the
      same) may be participated in whole or in part only by


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      registration of such  participation on the Participant  Register (and each
      registered Note shall  expressly so provide).  Any  participation  of such
      Loan recorded on the Register (and the registered Note, if any, evidencing
      the same) may be effected only by the  registration of such  participation
      on the Participant Register.

            (e)  Upon  its  receipt  of  a  duly  executed  Commitment  Transfer
      Supplement,  together  with  payment  to the  Administrative  Agent by the
      transferor  Lender or the Purchasing  Lender, as agreed between them, of a
      registration  and processing fee of $3,500.00 for each  Purchasing  Lender
      (other than a Purchasing  Lender that is an Affiliate or an Approved  Fund
      of the transferor  Lender) listed in such Commitment  Transfer  Supplement
      and  the  Notes  subject  to  such  Commitment  Transfer  Supplement,  the
      Administrative Agent shall (i) accept such Commitment Transfer Supplement,
      (ii) record the  information  contained  therein in the Register and (iii)
      give prompt notice of such  acceptance and  recordation to the Lenders and
      the Borrower.

            (f)  The  Borrower   authorizes  each  Lender  to  disclose  to  any
      Participant  or  Purchasing   Lender  (each,  a   "Transferee")   and  any
      prospective  Transferee any and all financial information in such Lender's
      possession  concerning  the  Borrower  and its  Affiliates  which has been
      delivered to such Lender by or on behalf of the Borrower  pursuant to this
      Credit  Agreement  or which  has been  delivered  to such  Lender by or on
      behalf of the Borrower in connection with such Lender's credit  evaluation
      of the  Borrower  and its  Subsidiaries  prior to becoming a party to this
      Credit Agreement, in each case subject to Section 9.15.

            (g) At the time of each assignment pursuant to this Section 9.6 to a
      Person which is not already a Lender  hereunder  and which is not a United
      States person (as such term is defined in Section 7701(a)(30) of the Code)
      for Federal  income tax purposes,  the  respective  assignee  Lender shall
      provide  to the  Borrower  and the  Administrative  Agent the  appropriate
      Internal  Revenue  Service  Forms  (and,  if  applicable,   a  Tax  Exempt
      Certificate) described in Section 2.18.

            (h)  Nothing  herein  shall  prohibit  any Lender  from  pledging or
      assigning  any of its  rights  under  this  Credit  Agreement  (including,
      without  limitation,  any right to payment of principal and interest under
      any  Note)  to  secure  obligations  of  such  Lender,  including  without
      limitation,  (i) any  pledge  or  assignment  to secure  obligations  to a
      Federal  Reserve Bank and (ii) in the case of any Lender that is a fund or
      trust or entity  that  invests in  commercial  bank loans in the  ordinary
      course of business, any pledge or assignment to any holders of obligations
      owed, or securities  issued,  by such Lender including to any trustee for,
      or any other representative of, such holders; it being understood that the
      requirements for assignments set forth in this Section 9.6 shall not apply
      to any such  pledge or  assignment  of a security  interest,  except  with
      respect to any  foreclosure  or similar  action  taken by such  pledgee or
      assignee with respect to such pledge or assignment;  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 and no such pledgee or assignee
      shall have any voting rights under this Credit  Agreement unless and until
      the


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      requirements  for  assignments  set forth in this Section 9.6 are complied
      with in connection  with any  foreclosure  or similar action taken by such
      pledgee or assignee.

      Section 9.7 Adjustments; Set-off.

            (a) Each  Lender  agrees that if any Lender (a  "Benefited  Lender")
      shall at any time  receive  any  payment of all or part of its  Loans,  or
      interest  thereon,  or receive any collateral in respect thereof  (whether
      voluntarily or involuntarily, by set-off, a Bankruptcy Event or otherwise)
      in a greater proportion than any such payment to or collateral received by
      any other  Lender,  if any, in respect of such other  Lender's  Loans,  or
      interest  thereon,  such Benefited Lender shall purchase for cash from the
      other Lenders a participating  interest in such portion of each such other
      Lender's  Loan,  or shall  provide such other Lenders with the benefits of
      any such  collateral,  or the proceeds  thereof,  as shall be necessary to
      cause such  Benefited  Lender to share the excess  payment or  benefits of
      such  collateral or proceeds  ratably with each of the Lenders;  provided,
      however,  that if all or any portion of such excess payment or benefits is
      thereafter  recovered from such Benefited  Lender,  such purchase shall be
      rescinded,  and the purchase price and benefits returned, to the extent of
      such recovery,  but without interest. The Borrower agrees that each Lender
      so purchasing a portion of another  Lender's Loans may exercise all rights
      of payment (including, without limitation, rights of set-off) with respect
      to such portion as fully as if such Lender were the direct  holder of such
      portion.

            (b) In addition to any rights and  remedies of the Lenders  provided
      by law  (including,  without  limitation,  other rights of set-off),  each
      Lender shall have the right,  without  prior notice to the Borrower or the
      applicable  Credit Party,  any such notice being  expressly  waived by the
      Credit  Parties  to the  extent  permitted  by  applicable  law,  upon the
      occurrence of any Event of Default,  to setoff and  appropriate  and apply
      any and all deposits (general or special,  time or demand,  provisional or
      final), in any currency, and any other credits, indebtedness or claims, in
      any  currency,  in each case  whether  direct  or  indirect,  absolute  or
      contingent,  matured  or  unmatured,  at any time held by or owing to such
      Lender or any branch or agency thereof to or for the credit or the account
      of the  Borrower or any other  Credit  Party,  or any part thereof in such
      amounts as such Lender may elect,  against and on account of the Loans and
      other  Credit  Party  Obligations  of the  Borrower  and the other  Credit
      Parties to the  Administrative  Agent and the  Lenders and claims of every
      nature and description of the Administrative Agent and the Lenders against
      the  Borrower  and the other  Credit  Parties,  in any  currency,  whether
      arising hereunder,  under any other Credit Document or any Secured Hedging
      Agreement  pursuant to the terms of this Credit Agreement,  as such Lender
      may elect,  whether or not the  Administrative  Agent or the Lenders  have
      made any demand for payment and although such obligations, liabilities and
      claims may be contingent or unmatured.  The aforesaid right of set-off may
      be exercised by such Lender  against the Borrower,  any other Credit Party
      or against any trustee in bankruptcy,  debtor in possession,  assignee for
      the benefit of creditors,  receiver or  execution,  judgment or attachment
      creditor of the Borrower or any other Credit Party, or against anyone else
      claiming  through or against the  Borrower,  any other Credit Party or any
      such trustee in bankruptcy, debtor in possession, assignee for the benefit
      of creditors, receiver, or execution, judgment or


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<PAGE>

      attachment  creditor,  notwithstanding the fact that such right of set-off
      shall not have been  exercised by such Lender prior to the  occurrence  of
      any Event of Default.  Each Lender agrees  promptly to notify the Borrower
      and the  Administrative  Agent after any such set-off and application made
      by such Lender;  provided,  however,  that the failure to give such notice
      shall not affect the validity of such set-off and application.

      Section 9.8 Table of Contents and Section Headings.

      The table of contents and the Section and subsection  headings  herein are
intended for  convenience  only and shall be ignored in  construing  this Credit
Agreement.

      Section 9.9 Counterparts.

      This  Agreement  may be  executed  by one or more of the  parties  to this
Credit  Agreement  on any  number  of  separate  counterparts,  and  all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
agreement.

      Section 9.10 Effectiveness.

      This Credit  Agreement shall become  effective on the date on which all of
the parties have signed a copy hereof (whether the same or different copies) and
shall have  delivered the same to the  Administrative  Agent pursuant to Section
9.2 or, in the case of the Lenders, shall have given to the Administrative Agent
written,  telecopied or telex notice (actually received) at such office that the
same has been signed and mailed to it.

      Section 9.11 Severability.

      Any   provision  of  this  Credit   Agreement   which  is   prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

      Section 9.12 Integration.

      This Agreement and the other Credit  Documents  represent the agreement of
the Credit Parties, the Administrative Agent and the Lenders with respect to the
subject matter hereof, and there are no promises, undertakings,  representations
or  warranties by the  Administrative  Agent,  the Credit  Parties or any Lender
relative to the subject  matter  hereof not  expressly  set forth or referred to
herein or in the other Credit Documents.

      Section 9.13 Governing Law.

      This Agreement and, unless otherwise  specified therein,  the other Credit
Documents  and the rights  and  obligations  of the  parties  under this  Credit
Agreement and the other Credit Documents shall be governed by, and construed and
interpreted in accordance with, the law of


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<PAGE>

the State of New York  without  regard to  conflict of laws  principles  thereof
(other than Sections 5-1401 and 5-1402 of The New York General Obligations Law).

      Section 9.14 Consent to Jurisdiction and Service of Process.

      All judicial  proceedings  brought  against the Borrower  and/or any other
Credit Party with respect to this Credit Agreement, any Note or any of the other
Credit  Documents  may be  brought in any state or  federal  court of  competent
jurisdiction  in the State of New York,  and, by execution  and delivery of this
Credit Agreement, each of the Borrower and the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally, the
non-exclusive  jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final  judgment  rendered  thereby in  connection  with this Credit
Agreement,  any Note or any other Credit  Document from which no appeal has been
taken  or is  available.  Each of the  Borrower  and the  other  Credit  Parties
irrevocably  agrees that all service of process in any such  proceedings  in any
such court may be effected by mailing a copy thereof by  registered or certified
mail (or any substantially  similar form of mail), postage prepaid, to it at its
address  set  forth  in  Section  9.2 or at such  other  address  of  which  the
Administrative  Agent shall have been notified  pursuant  thereto,  such service
being  hereby  acknowledged  by the each of the  Borrower  and the other  Credit
Parties  to be  effective  and  binding  service in every  respect.  Each of the
Borrower,  the other Credit Parties,  the  Administrative  Agent and the Lenders
irrevocably waives any objection,  including,  without limitation, any objection
to the laying of venue based on the grounds of forum non conveniens which it may
now or hereafter  have to the bringing of any such action or  proceeding  in any
such jurisdiction. Nothing herein shall affect the right to serve process in any
other  manner  permitted  by law or shall limit the right of any Lender to bring
proceedings against the Borrower or the other Credit Parties in the court of any
other jurisdiction.

      Section 9.15 Arbitration.

            (a)  Notwithstanding the provisions of Section 9.14 to the contrary,
      upon demand of any party  hereto,  whether made before or within three (3)
      months after institution of any judicial proceeding, any dispute, claim or
      controversy  arising  out of,  connected  with or  relating to this Credit
      Agreement and other Credit Documents ("Disputes") between or among parties
      to this  Credit  Agreement  shall be resolved  by binding  arbitration  as
      provided herein.  Institution of a judicial proceeding by a party does not
      waive the right of that party to demand  arbitration  hereunder.  Disputes
      may include, without limitation, tort claims,  counterclaims,  disputes as
      to  whether a matter is subject to  arbitration,  claims  brought as class
      actions,  claims arising from Credit Documents  executed in the future, or
      claims arising out of or connected with the transaction  reflected by this
      Credit Agreement.

            Arbitration  shall be conducted under and governed by the Commercial
      Arbitration  Rules (the "Arbitration  Rules") of the American  Arbitration
      Association  (the  "AAA") and Title 9 of the U.S.  Code.  All  arbitration
      hearings shall be conducted in Charlotte,  North Carolina. A hearing shall
      begin within ninety (90) days of demand for  arbitration  and all hearings
      shall be concluded within 120 days of demand for  arbitration.  These time
      limitations  may not be extended  unless a party shows cause for extension
      and then


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<PAGE>

      no  more  than a  total  extension  of  sixty  (60)  days.  The  expedited
      procedures set forth in Rule 51 et seq. of the Arbitration  Rules shall be
      applicable to claims of less than $1,000,000.  All applicable  statutes of
      limitation  shall apply to any Dispute.  A judgment  upon the award may be
      entered in any court having  jurisdiction.  Arbitrators  shall be licensed
      attorneys selected from the Commercial Financial Dispute Arbitration Panel
      of the AAA. The parties  hereto do not waive  applicable  Federal or state
      substantive law except as provided herein.  Notwithstanding the foregoing,
      this arbitration  provision does not apply to disputes under or related to
      Hedging Agreements.

            (b) Notwithstanding  the preceding binding  arbitration  provisions,
      the Administrative  Agent, the Lenders,  the Borrower and the other Credit
      Parties agree to preserve,  without diminution,  certain remedies that the
      Administrative  Agent on  behalf of the  Lenders  may  employ or  exercise
      freely,  independently or in connection with an arbitration  proceeding or
      after an arbitration action is brought. The Administrative Agent on behalf
      of the  Lenders  shall  have the right to  proceed  in any court of proper
      jurisdiction  or by  self-help  to exercise  or  prosecute  the  following
      remedies,  as applicable  (i) all rights to foreclose  against any real or
      personal  property or other security by exercising a power of sale granted
      under Credit Documents or under applicable law or by judicial  foreclosure
      and sale,  including a proceeding to confirm the sale;  (ii) all rights of
      self-help including peaceful occupation of real property and collection of
      rents,  set-off,  and  peaceful  possession  of personal  property;  (iii)
      obtaining  provisional or ancillary remedies including  injunctive relief,
      sequestration, garnishment, attachment, appointment of receiver and filing
      an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment
      by confession of judgment.  Preservation  of these remedies does not limit
      the power of an arbitrator to grant similar remedies that may be requested
      by a party in a Dispute.

            (c) The  parties  hereto  agree that they shall not have a remedy of
      punitive or exemplary  damages against the other in any Dispute and hereby
      waive any right or claim to punitive or exemplary damages they have now or
      which may arise in the future in connection  with any Dispute  whether the
      Dispute is resolved by arbitration or judicially.

            (d) By execution and delivery of this Credit Agreement,  each of the
      parties hereto accepts,  for itself and in connection with its properties,
      generally and unconditionally,  the non-exclusive jurisdiction relating to
      any  arbitration  proceedings  conducted  under the  Arbitration  Rules in
      Charlotte,  North Carolina and irrevocably agrees to be bound by any final
      judgment  rendered  thereby in connection with this Credit  Agreement from
      which no appeal has been taken or is available.

      Section 9.16 Confidentiality.

      The  Administrative  Agent and each of the Lenders  agrees that during the
Commitment Period and for one (1) year thereafter,  without the prior consent of
the Borrower,  it will use its best efforts not to disclose any information with
respect  to the  Credit  Parties  which is  furnished  pursuant  to this  Credit
Agreement,  any  other  Credit  Document  or any  documents  contemplated  by or
referred to herein or therein  and which is  designated  by the  Borrower to the
Lenders in


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writing as  confidential  or as to which it is otherwise  reasonably  clear such
information  is not  public,  except  that  any  Lender  may  disclose  any such
information (a) to its employees, Affiliates, auditors and counsel or to another
Lender,  (b) as has become  generally  available  to the public  other than by a
breach of this  Section  9.16,  (c) as may be  required  or  appropriate  in any
report,  statement or testimony  submitted  to any  municipal,  state or federal
regulatory body having or claiming to have  jurisdiction  over such Lender or to
the Federal  Reserve Board or the Federal Deposit  Insurance  Corporation or the
Office  of the  Comptroller  of the  Currency  or the  National  Association  of
Insurance  Commissioners or similar organizations  (whether in the United States
or  elsewhere) or their  successors,  (d) as may be required or  appropriate  in
response  to any summons or subpoena  or any law,  order,  regulation  or ruling
applicable to such Lender,  (e) to any  prospective  Participant  or assignee or
pledgee in connection with any  contemplated  transfer  pursuant to Section 9.6;
provided  that such  prospective  transferee  shall have been made aware of this
Section 9.16 and shall have agreed to be bound by its provisions as if it were a
party to this Credit Agreement,  (f) to Gold Sheets and other similar bank trade
publications;  such  information to consist of deal terms and other  information
regarding the credit facilities  evidenced by this Credit Agreement  customarily
found  in  such  publications,  (g) in  connection  with  any  suit,  action  or
proceeding  for the purpose of  defending  itself,  reducing its  liability,  or
protecting or exercising any of its claims, rights,  remedies or interests under
or in connection with the Credit Documents or any Secured Hedging Agreement, (h)
to any direct or indirect  contractual  counterparty  in swap agreements or such
contractual  counterparty's  professional  advisor (so long as such  contractual
counterparty or professional advisor to such contractual  counterparty agrees to
be bound by the provisions of this Section 9.16), (i) any nationally  recognized
rating agency that requires  access to information  about a Lender's  investment
portfolio in connection with ratings issued with respect to such Lender,  (j) to
a Person that is an investor or  prospective  investor in a  Securitization  (as
defined below) that agrees that its access to information regarding the Borrower
and the Loans is  solely  for  purposes  of  evaluating  an  investment  in such
Securitization;  provided  that such  Person  shall have been made aware of this
Section 9.16 and shall have agreed to be bound by its provisions as if it were a
party to this Credit Agreement, or (k) to a Person that is a trustee, collateral
manager, servicer, noteholder or secured party in a Securitization in connection
with the  administration,  servicing  and  reporting  on the  assets  serving as
collateral  for such  Securitization;  provided that such Person shall have been
made  aware  of this  Section  9.16 and  shall  have  agreed  to be bound by its
provisions as if it were a party to this Credit Agreement.  For purposes of this
Section  "Securitization" shall mean a public or private offering by a Lender or
any of its affiliates or their respective  successors and assigns, of securities
which represent an interest in, or which are  collateralized in whole or in part
by, the Loans.

      Section 9.17 Acknowledgments.

      The Borrower and the other Credit Parties each hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of each Credit Document;

            (b)  neither  the  Administrative  Agent  nor  any  Lender  has  any
      fiduciary  relationship  with or duty to the  Borrower or any other Credit
      Party arising out of or in


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<PAGE>

      connection  with  this  Credit  Agreement  and  the  relationship  between
      Administrative  Agent and Lenders,  on one hand,  and the Borrower and the
      other Credit Parties,  on the other hand, in connection herewith is solely
      that of debtor and creditor; and

            (c) no joint venture  exists among the Lenders or among the Borrower
      or the other Credit Parties and the Lenders.

      Section 9.18 Waivers of Jury Trial; Waiver of Consequential Damages.

      THE BORROWER,  THE OTHER CREDIT PARTIES,  THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM  THEREIN.
Each of the Borrower, the other Credit Parties, the Administrative Agent and the
Lenders  agree not to assert any claim  against  any other  party to this Credit
Agreement or any their respective  directors,  officers,  employees,  attorneys,
Affiliates  or  agents,  on any  theory of  liability,  for  special,  indirect,
consequential or punitive damages arising out of or otherwise relating to any of
the transactions contemplated herein.

      Section 9.19 Patriot Act Notice.

      Each Lender and the Administrative  Agent (for itself and not on behalf of
any other party) hereby notifies the Borrower that, pursuant to the requirements
of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26,
2001  (the  "Patriot  Act"),  it  is  required  to  obtain,  verify  and  record
information that identifies the Borrower,  which  information  includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable,  to identify the Borrower in accordance
with the Patriot Act.

                                    ARTICLE X

                                    GUARANTY

      Section 10.1 The Guaranty.

      In order to induce the Lenders to enter into this Credit Agreement and any
Hedging  Agreement  Provider to enter into any Secured Hedging  Agreement and to
extend credit hereunder and thereunder and in recognition of the direct benefits
to be received by the Guarantors from the Extensions of Credit hereunder and any
Secured  Hedging  Agreement,  each of the  Guarantors  hereby  agrees  with  the
Administrative  Agent,  the  Lenders  and the  Hedging  Agreement  Providers  as
follows:  the  Guarantor  hereby  unconditionally  and  irrevocably  jointly and
severally  guarantees  as primary  obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all  indebtedness  of the  Borrower  to the  Administrative  Agent,  the
Lenders and the Hedging Agreement  Providers.  If any or all of the indebtedness
becomes due and payable hereunder or


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<PAGE>

under any Secured Hedging Agreement,  each Guarantor unconditionally promises to
pay such  indebtedness to the  Administrative  Agent,  the Lenders,  the Hedging
Agreement Providers, or their respective order, or demand, together with any and
all reasonable expenses which may be incurred by the Administrative Agent or the
Lenders  in  collecting   any  of  the  Credit  Party   Obligations.   The  word
"indebtedness"  is used in this  Article X in its most  comprehensive  sense and
includes  any  and all  advances,  debts,  obligations  and  liabilities  of the
Borrower,  including  specifically  all  Credit  Party  Obligations,  arising in
connection with this Credit Agreement, the other Credit Documents or any Secured
Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or
created,   whether   voluntarily  or  involuntarily,   absolute  or  contingent,
liquidated  or  unliquidated,  determined or  undetermined,  whether or not such
indebtedness  is from  time to time  reduced,  or  extinguished  and  thereafter
increased  or  incurred,  whether the  Borrower  may be liable  individually  or
jointly with others,  whether or not recovery upon such  indebtedness  may be or
hereafter  become barred by any statute of limitations,  and whether or not such
indebtedness may be or hereafter become otherwise unenforceable.

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

      Section 10.2 Bankruptcy.

      Additionally,  each  of the  Guarantors  unconditionally  and  irrevocably
guarantees  jointly  and  severally  the  payment  of any and all  Credit  Party
Obligations  of the Borrower to the Lenders and any Hedging  Agreement  Provider
whether or not due or payable by the Borrower upon the  occurrence of any of the
events  specified in Section 7.1(f),  and  unconditionally  promises to pay such
Credit  Party  Obligations  to the  Administrative  Agent for the account of the
Lenders and to any such Hedging  Agreement  Provider,  or order,  on demand,  in
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the  Borrower or a Guarantor  shall make a payment or a transfer
of an interest in any property to the  Administrative  Agent,  any Lender or any
Hedging  Agreement  Provider,  which  payment or transfer or any part thereof is
subsequently  invalidated,   declared  to  be  fraudulent  or  preferential,  or
otherwise  is  avoided,  and/or  required  to be  repaid  to the  Borrower  or a
Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any
other  party  under any  bankruptcy  law,  state or federal  law,  common law or
equitable  cause,  then  to the  extent  of such  avoidance  or  repayment,  the
obligation  or part  thereof  intended  to be  satisfied  shall be  revived  and
continued in full force and effect as if said payment had not been made.

      Section 10.3 Nature of Liability.

      The liability of each Guarantor  hereunder is exclusive and independent of
any  security  for or other  guaranty  of the Credit  Party  Obligations  of the
Borrower whether  executed by any such Guarantor,  any other guarantor or by any
other  party,  and no  Guarantor's  liability  hereunder  shall be  affected  or
impaired by (a) any direction as to application of payment by the Borrower


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or by  any  other  party,  or  (b)  any  other  continuing  or  other  guaranty,
undertaking or maximum  liability of a guarantor or of any other party as to the
Credit Party Obligations of the Borrower,  or (c) any payment on or in reduction
of any such other guaranty or undertaking,  or (d) any dissolution,  termination
or increase, decrease or change in personnel by the Borrower, or (e) any payment
made to the Administrative  Agent, the Lenders or any Hedging Agreement Provider
on the Credit Party Obligations which the Administrative  Agent, such Lenders or
such Hedging  Agreement  Provider repay the Borrower  pursuant to court order in
any bankruptcy,  reorganization,  arrangement, moratorium or other debtor relief
proceeding,  and each of the  Guarantors  waives  any right to the  deferral  or
modification of its obligations hereunder by reason of any such proceeding.

      Section 10.4 Independent Obligation.

      The  obligations  of  each  Guarantor  hereunder  are  independent  of the
obligations  of any other  Guarantor or the Borrower,  and a separate  action or
actions may be brought and  prosecuted  against  each  Guarantor  whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

      Section 10.5 Authorization.

      Each of the Guarantors  authorizes the  Administrative  Agent, each Lender
and each Hedging Agreement Provider without notice or demand (except as shall be
required by applicable  statute and cannot be waived),  and without affecting or
impairing its liability hereunder,  from time to time to (a) renew,  compromise,
extend,  increase,  accelerate  or otherwise  change the time for payment of, or
otherwise  change the terms of the Credit Party  Obligations or any part thereof
in accordance with this Credit Agreement and any Secured Hedging  Agreement,  as
applicable,  including any increase or decrease of the rate of interest thereon,
(b) take and hold security from any Guarantor or any other party for the payment
of this Guaranty or the Credit Party Obligations and exchange, enforce waive and
release  any such  security,  (c) apply  such  security  and direct the order or
manner of sale  thereof  as the  Administrative  Agent and the  Lenders in their
discretion  may  determine  and  (d)  release  or  substitute  any  one or  more
endorsers, Guarantors, the Borrower or other obligors.

      Section 10.6 Reliance.

      It is not  necessary  for the  Administrative  Agent,  the  Lenders or any
Hedging  Agreement  Provider  to  inquire  into the  capacity  or  powers of the
Borrower or the  officers,  directors,  members,  partners  or agents  acting or
purporting  to act on its  behalf,  and any  Credit  Party  Obligations  made or
created  in  reliance  upon  the  professed  exercise  of such  powers  shall be
guaranteed hereunder.

      Section 10.7 Waiver.

            (a) Each of the  Guarantors  waives  any right  (except  as shall be
      required  by  applicable  statute  and cannot be  waived)  to require  the
      Administrative Agent, any Lender


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      or any Hedging Agreement Provider to (i) proceed against the Borrower, any
      other  guarantor or any other party,  (ii) proceed  against or exhaust any
      security held from the Borrower,  any other  guarantor or any other party,
      or (iii)  pursue  any other  remedy  in the  Administrative  Agent's,  any
      Lender's or any Hedging Agreement Provider's power whatsoever. Each of the
      Guarantors  waives any  defense  based on or arising out of any defense of
      the Borrower, any other guarantor or any other party other than payment in
      full of the Credit  Party  Obligations  (other than  contingent  indemnity
      obligations), including without limitation any defense based on or arising
      out of the  disability of the Borrower,  any other  guarantor or any other
      party, or the unenforceability of the Credit Party Obligations or any part
      thereof from any cause,  or the cessation  from any cause of the liability
      of  the  Borrower   other  than  payment  in  full  of  the  Credit  Party
      Obligations.  The Administrative Agent may, at its election,  foreclose on
      any security held by the  Administrative  Agent by one or more judicial or
      nonjudicial  sales (to the extent  such sale is  permitted  by  applicable
      law),  or exercise any other right or remedy the  Administrative  Agent or
      any  Lender may have  against  the  Borrower  or any other  party,  or any
      security,  without  affecting or impairing in any way the liability of any
      Guarantor hereunder except to the extent the Credit Party Obligations have
      been paid in full and the Commitments  have been  terminated.  Each of the
      Guarantors  waives any  defense  arising  out of any such  election by the
      Administrative  Agent or any of the  Lenders,  even though  such  election
      operates to impair or extinguish any right of reimbursement or subrogation
      or other right or remedy of the  Guarantors  against  the  Borrower or any
      other party or any security.

            (b) Each of the  Guarantors  waives all  presentments,  demands  for
      performance, protests and notices, including without limitation notices of
      nonperformance,  notice  of  protest,  notices  of  dishonor,  notices  of
      acceptance of this  Guaranty,  and notices of the  existence,  creation or
      incurring of new or additional  Credit Party  Obligations.  Each Guarantor
      assumes all  responsibility  for being and keeping itself  informed of the
      Borrower's  financial condition and assets, and of all other circumstances
      bearing upon the risk of  nonpayment of the Credit Party  Obligations  and
      the nature, scope and extent of the risks which such Guarantor assumes and
      incurs hereunder, and agrees that neither the Administrative Agent nor any
      Lender shall have any duty to advise such Guarantor of  information  known
      to it regarding such circumstances or risks.

            (c) Each of the  Guarantors  hereby  agrees it will not exercise any
      rights of subrogation  which it may at any time otherwise have as a result
      of this  Guaranty  (whether  contractual,  under  Section  509 of the U.S.
      Bankruptcy Code, or otherwise) to the claims of the Lenders or any Hedging
      Agreement  Provider  against the  Borrower or any other  guarantor  of the
      Credit  Party  Obligations  of the  Borrower  owing to the Lenders or such
      Hedging  Agreement  Provider  (collectively,  the "Other Parties") and all
      contractual, statutory or common law rights of reimbursement, contribution
      or indemnity  from any Other Party which it may at any time otherwise have
      as a  result  of  this  Guaranty  until  such  time  as the  Credit  Party
      Obligations  shall  have been paid in full and the  Commitments  have been
      terminated.  Each of the Guarantors  hereby further agrees not to exercise
      any right to enforce any other remedy which the Administrative  Agent, the
      Lenders or any Hedging  Agreement  Provider now have or may hereafter have
      against any Other Party, any endorser or any other guarantor of all or any
      part of the Credit Party


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      Obligations  of the  Borrower  and  any  benefit  of,  and  any  right  to
      participate in, any security or collateral  given to or for the benefit of
      the Lenders  and/or the Hedging  Agreement  Providers to secure payment of
      the Credit Party Obligations of the Borrower until such time as the Credit
      Party Obligations (other than contingent indemnity obligations) shall have
      been paid in full and the Commitments have been terminated.

      Section 10.8 Limitation on Enforcement.

      The Lenders and the Hedging  Agreement  Providers agree that this Guaranty
may be enforced only by the action of the  Administrative  Agent acting upon the
instructions of the Required  Lenders or such Hedging  Agreement  Provider (only
with respect to obligations under the applicable  Secured Hedging Agreement) and
that no Lender or Hedging Agreement  Provider shall have any right  individually
to seek to enforce or to enforce this Guaranty,  it being  understood and agreed
that such rights and remedies may be exercised by the  Administrative  Agent for
the benefit of the Lenders under the terms of this Credit  Agreement and for the
benefit of any Hedging Agreement  Provider under any Secured Hedging  Agreement.
The Lenders and the Hedging Agreement Providers further agree that this Guaranty
may not be enforced  against any director,  officer,  employee or stockholder of
the Guarantors.

      Section 10.9 Confirmation of Payment.

      The Administrative  Agent and the Lenders will, upon request after payment
of the indebtedness  and obligations  which are the subject of this Guaranty and
termination of the Commitments  relating thereto,  confirm to the Borrower,  the
Guarantors or any other Person that such  indebtedness and obligations have been
paid and the Commitments relating thereto terminated,  subject to the provisions
of Section 10.2.


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

BORROWER:                                         BRADLEY PHARMACEUTICALS, INC.,
                                                  a Delaware corporation

                                                  By: /s/ R. Brent Lenczycki
                                                      --------------------------
                                                  Name:  R. Brent Lenczycki
                                                  Title: CFO & Vice President

GUARANTORS:                                       DOAK DERMATOLOGICS, INC.,
                                                  a New York corporation

                                                  By: /s/ R. Brent Lenczycki
                                                      --------------------------
                                                  Name:  R. Brent Lenczycki
                                                  Title: CFO & Vice President

                                                  BIOGLAN PHARMACEUTICALS CORP.,
                                                  a Delaware corporation

                                                  By: /s/ R. Brent Lenczycki
                                                      --------------------------
                                                  Name:  R. Brent Lenczycki
                                                  Title: CFO & Vice President


<PAGE>

ADMINISTRATIVE AGENT
AND LENDERS:                             WACHOVIA BANK, NATIONAL ASSOCIATION,
                                         as Administrative Agent and as a Lender

                                         By: /s/ Scott Santa Cruz
                                             -----------------------------------
                                         Name:  Scott Santa Cruz
                                         Title: Director

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