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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000105770-00-000029/0000105770-00-000029.txt : 20001114
<SEC-HEADER>0000105770-00-000029.hdr.sgml : 20001114
ACCESSION NUMBER:		0000105770-00-000029
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WEST PHARMACEUTICAL SERVICES INC
		CENTRAL INDEX KEY:			0000105770
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3060
]		IRS NUMBER:				231210010
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-08036
			FILM NUMBER:		760586
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		101 GORDON DR
				STREET 2:		P O BOX 645
				CITY:			LIONVILLE
				STATE:			PA
				ZIP:			19341-0645
				BUSINESS PHONE:		6105942900
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		101 GORDON DRIVE
					STREET 2:		PO BOX 645
					CITY:			LIONVILLE
					STATE:			PA
					ZIP:			19341-0645
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>10Q3-2000
<TEXT>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For The Quarterly Period Ended September 30, 2000
                                                 ---------------
                          Commission File Number 1-8036
                                                ------
                       WEST PHARMACEUTICAL SERVICES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Pennsylvania                                  23-1210010
- --------------------------------          -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification Number


 101 Gordon Drive, PO Box 645,
        Lionville, PA                                19341-0645
- --------------------------------          -------------------------------
(Address of principal executive                      (Zip Code)
offices)


        Registrant's telephone number, including area code 610-594-2900
                                                           ------------

                                       N/A

- --------------------------------------------------------------------------------
         Former name, former address and former fiscal year, if changed
                               since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  twelve  months,   and  (2)  has  been  subject  to  such  filing
requirements for the past 90 days. Yes X . No .
                                      ---       ---
                        September 30, 2000 -- 14,318,136
- --------------------------------------------------------------------------------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

<PAGE>
                                                                        Page 2
                                      Index

                                Form 10-Q for the
                        Quarter Ended September 30, 2000



                                                                        Page

                                                                       -----

Part I - Financial Information

    Item 1. Financial Statements

            Consolidated Statements of Income for the
              Three and Nine Months ended September 30, 2000
              and September 30, 1999                                       3

            Condensed Consolidated Balance Sheets at
              September 30, 2000 and December 31, 1999                     4

            Condensed Consolidated Statements of Cash Flows
              for the Nine Months ended September 30, 2000
              and September 30, 1999                                       5

            Notes to Consolidated Financial Statements                     6

    Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations                 11

    Item 3. Quantitative and Qualitative Disclosure
            about Market Risk                                             16

Part II -   Other Information

   Item 1.  Legal Proceedings                                             17

   Item 2.  Changes in Securities and Use of Proceeds                     17

   Item 3.  Defaults Upon Senior Securities                               17

   Item 4.  Submission of Matters to a Vote of
            Security Holders                                              17

   Item 6.  Exhibits and Reports on Form 8-K                              17

SIGNATURES                                                                18

         Index to Exhibits                                               F-1


<PAGE>

                                                                        Page 3

Part I.  Financial Information
Item 1.  Financial Statements

West Pharmaceutical Services, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
                                            Three Months Ended                     Nine Months Ended
                                    Sept. 30, 2000     Sept, 30, 1999     Sept. 30, 2000    Sept. 30, 1999

<S>                                 <C>        <C>    <C>        <C>      <C>        <C>     <C>      <C>
                                     --------------    --------------     --------------    ---------------
Net sales ........................  $ 104,500   100%   $115,100   100%    $ 324,900  100%   $353,700   100%
Cost of goods and services sold ..     79,900    76      80,800    70       243,900   75     245,200    69
                                      --------------   ---------------    ---------------   ---------------
   Gross profit ..................     24,600    24      34,300    30        81,000   25     108,500    31
Selling, general and
   administrative expenses .......     16,500    16      19,200    17        50,900   16      55,900    16
Other (income) expense, net ......       (200)   --        (300)   --           200   --          --    --
                                      --------------    --------------     --------------    --------------
   Operating profit ..............      8,300     8      15,400    13        29,900    9      52,600    15
Interest expense .................      3,200     3       2,900     2         9,600    3       7,700     2
                                      --------------    --------------     --------------    --------------
   Income before income taxes
    and minority interests .......      5,100     5      12,500    11        20,300    6      44,900    13
Provision for income taxes .......        500     1       4,000     4         6,200    2      16,500     5
Minority interests ...............         --    --          --    --           200   --         100    --
                                     --------------    --------------     --------------    --------------
   Income from consolidated operations  4,600     4%      8,500     7%       13,900    4%     28,300     8%
                                                 ---               ---                ---               ---
Equity in net income of
   affiliated companies ..........         --               100                 800              200
                                     --------          --------           ---------         --------
     Net income ..................  $   4,600          $  8,600           $  14,700         $ 28,500
                                     --------          --------           ---------         --------
Net income per share:

     Basic ......................   $    0.32          $   0.58           $    1.02         $   1.91
     Assuming dilution ...........  $    0.32          $   0.57           $    1.02         $   1.89
                                     --------          --------           ---------         --------

Average common shares outstanding      14,337            14,898              14,437           14,972
Average shares assuming dilution       14,337            15,074              14,439           15,113

See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>

                                                                        Page 4

West Pharmaceutical Services, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
                                                   Unaudited
                                                   Sept. 30,         Dec. 31,
                                                     2000              1999
                                                   ---------         --------
<S>                                               <C>               <C>
ASSETS
Current assets:
    Cash, including equivalents ..........         $ 41,600         $ 45,300
    Accounts receivable ..................           67,800           74,600
    Inventories ..........................           41,600           42,100
    Current deferred income tax benefits .            7,200            7,300
    Other current assets .................           24,700           15,400
                                                   --------         --------
Total current assets .....................          182,900          184,700
                                                   --------         --------
Net property, plant and equipment ........          235,700          227,600
Investments in affiliated companies ......           21,300           20,200
Goodwill .................................           60,500           66,500
Deferred charges and other assets ........           61,600           52,800
                                                   --------         --------
Total Assets .............................         $562,000         $551,800
                                                   --------         --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt ....         $    500         $  2,200
    Notes payable ........................               --           27,400
    Accounts payable .....................           25,700           25,500
    Accrued expenses:
      Salaries, wages, benefits ..........           10,500           15,600
      Income taxes payable ...............           10,800            5,500
      Other ..............................           30,600           27,800
                                                   --------         --------
Total current liabilities ................           78,100          104,000
                                                   --------         --------
Long-term debt, excluding current portion           192,000          141,500
Deferred income taxes ....................           46,600           48,000
Other long-term liabilities ..............           25,000           26,300
Minority interests .......................              900              800
Shareholders' equity .....................          219,400          231,200
                                                   --------         --------
Total Liabilities and Shareholders' Equity         $562,000         $551,800
                                                   --------         --------
See accompanying notes to consolidated financial statements
</TABLE>


<PAGE>

                                                                       Page 5

West Pharmaceutical Services, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                         Sept. 30,   Sept. 30,
                                                           2000        1999
                                                         --------    --------
<S>                                                     <C>         <C>
Cash flows from operating activities:

   Net income, plus net non-cash items ..........        $ 31,500    $ 48,100
   Changes in assets and liabilities ...........            4,600      (5,100)
                                                         --------    --------
Net cash provided by operating activities ......           36,100      43,000
                                                         --------    --------
Cash flows from investing activities:

   Property, plant and equipment acquired ........        (42,300)    (32,600)
   Proceeds from sale of assets ..................            400         100
   Payment for acquisitions, net of cash acquired          (2,000)    (17,200)
   Customer advances, net of repayments .............        (800)        100
                                                         --------    --------
Net cash used in investing activities .............       (44,700)    (49,600)
                                                         --------    --------
Cash flows from financing activities:

   Proceeds from senior debt ......................            --     100,000
   Net borrowings (repayments) under revolving
     credit agreements ............................        40,700     (77,800)
   Repayment of other long-term debt ..............       (15,500)     (1,300)
   Notes payable, net .............................            --       7,200
   Dividend payments ..............................        (7,400)     (7,200)
   Sale of common stock, net ......................           600       2,900
   Purchase of treasury stock .....................       (10,700)     (9,000)
                                                         --------    --------
Net cash provided by financing activities..........         7,700      14,800
                                                         --------    --------
Effect of exchange rates on cash ..................        (2,800)     (2,000)
                                                         --------    --------
Net(decrease)increase in cash, including equivalents     $ (3,700)   $  6,200
                                                         --------    --------
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
                                                                        Page 6

               West Pharmaceutical Services, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                 (In thousands, except share and per share data)

The interim  consolidated  financial  statements for the nine-month period ended
September 30, 2000 should be read in conjunction with the consolidated financial
statements and notes thereto of West Pharmaceutical Services, Inc.(The Company),
appearing  in the  Company's  1999  Annual  Report on Form  10-K.  The  year-end
condensed  consolidated  balance  sheet data was derived from audited  financial
statements,  but does not include all disclosures required by generally accepted
accounting  principles.  Interim  results  are based on the  Company's  accounts
without audit.

1.   Interim Period Accounting Policy
     ---------------------------------
     In the opinion of management,  the unaudited Condensed Consolidated Balance
     Sheet as of  September  30,  2000 and the  related  unaudited  Consolidated
     Statements of Income for the three and nine-month  periods then ended,  and
     the  unaudited  Condensed  Consolidated  Statement  of Cash  Flows  for the
     nine-month period then ended and for the comparative period in 1999 contain
     all adjustments, consisting only of normal recurring accruals, necessary to
     present  fairly the  financial  position as of  September  30, 2000 and the
     results  of  operations  and cash  flows for the  respective  periods.  The
     results of operations for any interim period are not necessarily indicative
     of results for the full year.

     Operating  Expenses
     ------------------
     To better  relate  costs to  benefits  received  or  activity in an interim
     period,  certain  operating  expenses  have  been  annualized  for  interim
     reporting  purposes.  Such expenses include certain employee benefit costs,
     annual quantity discounts and advertising.

     Income Taxes
     -------------
     The tax rate used for interim  periods is the  estimated  annual  effective
     consolidated tax rate,  based on the current estimate of full year results,
     except that taxes applicable to operating results in Brazil and prior year
     adjustments, if any, are recorded as identified.

     The  effective tax rate for 2000 is estimated at 38.5%, an increase of 1.0%
     over the tax rate used for the first six  months of 2000.  This  change was
     made in response to the currently projected geographic mix of earnings. The
     1999 full year effective tax rate (excluding unusual items) was 37.5%.

     In the third  quarter of 2000,  a net $1,600 tax  benefit  was  recorded in
     response  to a  change  in local  tax  laws in  Germany  that  provided  an
     additional  tax  benefit  from  the  1997   reorganization  of  the  German
     subsidiaries.  The 1999 third quarter  included a $700 tax benefit from the
     settlement of a prior years' tax appeal.



<PAGE>

                                                                      Page 7

               West Pharmaceutical Services, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                                   (continued)


2.       Inventories at September 30, 2000 and December 31, 1999 are
         summarized as follows:

<TABLE>
<CAPTION>
                                      9/30/00     12/31/99
                                      -------     --------
               <S>                    <C>         <C>
                Finished goods        $15,300      $14,000
                Work in process        13,500       12,800
                Raw materials          12,800       15,300
                                      -------      -------
                                      $41,600      $42,100
                                      -------      -------
                                      -------      -------
</TABLE>

3.       The carrying value of property, plant and equipment at
         September 30, 2000 and December 31, 1999 is determined as
         follows:
<TABLE>
<CAPTION>
             <S>                            <C>        <C>
                                              9/30/00   12/31/99
                                             --------   --------
             Property, plant and equipment   $505,200   $489,200

             Less accumulated depreciation
              and amortization ..........     269,500    261,600
                                             --------   --------
             Net property, plant
              and equipment .............    $235,700   $227,600
                                             --------   --------
                                             --------   --------
</TABLE>
<PAGE>
                                                                        Page 8

               West Pharmaceutical Services, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                                   (Continued)


4.       For the three and nine months ended September 30, 2000 and
         1999, the Company's comprehensive income (loss) is as follows:

<TABLE>
<CAPTION>
                                      Three Months Ended     Nine Months Ended
                                     9/30/00     9/30/99    9/30/00     9/30/99
                                     --------   --------   --------    --------
       <S>                          <C>        <C>       <C>         <C>
        Net income .............     $ 4,600    $  8,600   $ 14,700    $ 28,500
        Foreign currency
         translation adjustments      (5,100)      2,600     (9,300)    (10,600)
                                     --------    --------   --------    --------
        Comprehensive (loss)income   $  (500)   $ 11,200   $  5,400    $ 17,900
                                     --------    --------   --------    --------
                                     --------    --------   --------    --------

</TABLE>


5.       Net  sales  to  external  customers  and  operating  profit  (loss)  by
         operating  segment for the three and nine months  ended  September  30,
         2000 and September 30, 1999 are as follows:
<TABLE>
<CAPTION>
                                     Three Months Ended      Nine Months Ended
                                        September 30           September 30
       <S>                           <C>       <C>         <C>       <C>
        Net Sales:                       2000       1999       2000       1999
        ----------                   --------   --------   --------   --------
        Device product development   $ 86,800   $ 92,700   $273,500    $286,900
        Contract services ........     17,300     21,900     50,700      65,900
        Drug delivery research
          and development ........        300        500      1,000         900
        Corporate and unallocated.        100         --       (300)         --
                                     --------   --------   --------    --------
        Consolidated Total .......   $104,500   $115,100   $324,900    $353,700
                                     --------   --------   --------    --------
                                     --------   --------   --------    --------

<PAGE>
                                                                        Page 9


               West Pharmaceutical Services, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                                   (Continued)


                                     Three Months Ended       Nine Months Ended
                                        September 30            September 30
      Operating Profit (Loss):         2000        1999        2000        1999
      --------------------------   --------    --------    --------    --------
      Device product development   $ 16,000    $ 20,800    $ 56,200    $ 68,300
      Contract services ........     (2,000)      1,400      (9,400)      5,400
      Drug delivery research
        and development ........     (2,600)     (2,200)     (7,300)     (5,200)
      Corporate and unallocated      (3,100)     (4,600)     (9,600)    (15,900)
                                   --------    --------    --------    --------
      Consolidated Total .......   $  8,300    $ 15,400    $ 29,900    $ 52,600
                                   --------    --------    --------    --------
                                   --------    --------    --------    --------
</TABLE>

          Compared with December 31, 1999, there were no material changes in the
          amount of assets as of September 30, 2000 for any operating segment.

6.        Common stock issued at September 30, 2000 was  17,165,141  shares,  of
          which  2,847,005  shares were held in treasury.  Dividends of $.17 per
          common share were paid in the third  quarter of 2000 and a dividend of
          $.18 per share  payable to holders of record on October  18,  2000 was
          declared on August 1, 2000.

7.        The Company has accrued the estimated cost of environmental compliance
          expenses related to soil or ground water  contamination at current and
          former manufacturing  facilities.  The ultimate cost to be incurred by
          the  Company  and  the  timing  of  such  payments   cannot  be  fully
          determined.

          However,  based on consultants'  estimates of the costs of remediation
          in accordance with  applicable  regulatory  requirements,  the Company
          believes  the accrued  liability  of $1,400 at  September  30, 2000 is
          sufficient to cover the future costs of these remedial actions,  which
          will be carried out over the next several  years.  The Company has not
          anticipated any possible recovery from insurance or other sources.

8.        In  January  2000,  the  Company  paid  $1,000 to  acquire  additional
          ownership in a firm involved in developing genotyping  technology.  As
          of June 30, 2000 the Company's  cumulative  investment in this firm is
          $2,300 representing a 12.8% ownership interest. Upon the satisfaction
          of certain future milestones,  the Company is conditionally  committed
          to  investing  up to an  additional  $1,300  which would  result in a
          cumulative ownership percentage of up to 19.95%.

<PAGE>
                                                                       Page 10

               West Pharmaceutical Services, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                                   (Continued)


9.        In July 2000, the Company signed a $135,000 revolving credit agreement
          with a group of six banks. The credit agreement  consists of a $70,000
          five-year  revolving  credit  facility  and a $65,000  364-day line of
          credit.  Interest cost on these  facilities  will be charged at London
          Inter-Bank  Offering  Rates  (LIBOR)  plus a margin  dependent  on the
          Company's  debt to  total  capital  ratio.  The  interest  rate on the
          initial borrowings under these facilities was 7.4%. Commitment fees on
          these credit agreements also fluctuate according to the Company's debt
          to total  capital  ratio with a maximum  commitment  fee of 17.5 basis
          points on the 364-day  facility and 20.0 basis points on the five-year
          facility.

          As of September 30, 2000,  the Company had borrowed  $44,300  directly
          under the  five-year  facility.  These  borrowings  were  recorded  as
          long-term  debt.  Additional  notes  payable  of $20,800  under  other
          uncommitted  facilities were also classified as long-term debt, as the
          Company has the intent and ability to re-finance these  obligations on
          a long-term basis under the 5-year facility.


<PAGE>
                                                                        Page 11

Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
- -------------------------------------------------------------------
Results of Operations for the Three and Nine Months ended September
30, 2000 Versus Comparable 1999 Periods
- -------------------------------------------------------------------

Net Sales
- ------------
Net Sales for the third quarter of 2000 were $104.5  million  compared to $115.1
million reported in the third quarter of 1999. At constant exchange rates, sales
for the third quarter 2000 declined 5.2% versus the prior year quarter.

Third quarter 2000 sales for the Device Product  Development  segment were $86.8
million, a decline of 1.4% (at constant exchange rates) from 1999 sales of $92.7
million. Sales in European and Asian markets grew by 10%, largely as a result of
increased demand in pre-filled syringe markets, the need for "clean products" in
Europe and  economic  recovery in certain  Asian  countries.  This  increase was
offset by low demand in domestic  markets.  Aggressive  supply chain management,
including targeted inventory  reductions,  and a lower-value product mix are the
largest factors for the domestic decrease in Device Product Development sales.

The Contract Services segment  experienced  another slow quarter.  Third quarter
contract services sales were $17.3 million,  down $4.6 million compared with the
third quarter of 1999. The contract  manufacturing  and packaging unit continues
to  experience  a decline in volume  over the prior year.  The current  focus by
pharmaceutical  companies on managing a reduced pipeline of new products,  often
as a result of merger activities,  has resulted in a reduction in the demand for
outsourcing,  all of which directly impacts the contract services  segment.  The
Company  is  aggressively  seeking  new  business,  but to  date  has  not  been
successful  in converting  new customer  contacts  into orders.  Competition  is
aggressive and customers are often reluctant to change if their current supplier
has met their service needs.

Net sales for the nine  months of 2000 were  $324.9  million,  8.1%  lower  than
reported  net sales in the same period of 1999.  Measured  at constant  exchange
rates,  sales were 4.5% lower than in 1999.  Excluding  exchange rate variances,
Device  Product  Development  sales  were  .1%  lower  as  increased  demand  in
international  markets  was  offset  by  decreased  sales in  domestic  markets.
Year-to-date  Contract  Services  segment sales declined by 23.0% from the prior
year  level,  from the same causes as were  stated  above for the third  quarter
decrease.

Gross Profit
- ---------------
The third quarter 2000  consolidated  gross margin was 23.5% compared with 29.8%
in third  quarter 1999.  Lower margins were reported in both the Device  Product
Development and Contract Services segments.  For the Device Product  Development
segment,  lower domestic sales volumes,  lower-value  product mix and the higher
cost of  dollar-based  raw  materials  to  international  operations  negatively
impacted  gross  margins.  For the  Contract  Services  segment,  low demand and
contract  cancellations  within the contract  manufacturing  and packaging  unit
caused the segment to operate  below  breakeven  margins.  The Company  does not
expect the Contract Services segment to return to profitability in 2000.


<PAGE>
                                                                        Page 12

Results of Operations for the Three and Nine Months ended September
30, 2000 Versus Comparable 1999 Periods
- -------------------------------------------------------------------

The  consolidated  gross profit margin for the 2000 nine-month  period was 24.9%
compared with 30.7% in the same period of 1999. The year-to-date  negative gross
margin of the contract  manufacturing  and packaging unit caused the majority of
the  decline  in the profit  margin.  Year-to-date  gross  margins in the Device
Product  Development  segment also  declined as a result of the lower demand for
high-value  product mix in the domestic market and U.K. Plastics facility volume
reductions and severance costs.

Selling, General and Administrative Expenses
- --------------------------------------------------------
Selling,  general and administrative  expenses were down $2.7 million (14.1%) as
compared  with the third quarter of 1999.  Lower  incentive  based  compensation
expenses,  higher income on pension  assets and the favorable  impact of foreign
exchange rates on non-U.S. dollar expenses more than offset higher drug delivery
systems research and development  expenses.  The research and development effort
has led to the Company's first drug delivery system  licensing  agreement.  This
agreement and related revenue  recognition issues are discussed more fully under
the caption "Recently Issued Accounting Pronouncements".

For the  nine-month  period  ending  September  30, 2000,  selling,  general and
administrative expenses declined by $5.0 million versus the prior year. The same
factors that  influenced  the third  quarter  comparisons  also  influenced  the
year-to-date  figures. In addition,  2000 results include a full 9 months of the
clinical services unit's expenses (acquired April 20, 1999) versus only 5 months
in 1999.

Other (income) expense
- -----------------------------
In the  third  quarter  of 2000,  foreign  currency  transaction  losses  and an
equipment loss largely offset  interest  income on  investments.  The nine-month
period of 2000  contains  costs  related to a one-time  environmental  action by
Brazilian customs which resulted in the destruction of raw material and finished
products which were imported into that country.

Interest Expense
- -------------------------------------------------
Interest  expense  increased  by $.3  million  over  1999 in the  third  quarter
comparison  ($1.9  million  in  the  year-to-date  comparison),  largely  due to
additional  debt  associated  with stock  repurchases  under a one million share
buyback  program  announced in March of 1999.  During 2000,  399,700 shares have
been purchased at an average cost of $26.81 per share, bringing the total shares
repurchased under this program to 930,500.  Higher interest rates and the impact
of lower operating cash flow also contributed to the increased interest expense,
for both the quarter and year-to-date comparisons.

<PAGE>
                                                                        Page 13
Results of Operations for the Three and Nine Months ended September
30, 2000 Versus Comparable 1999 Periods
- -------------------------------------------------------------------
Taxes
- -------
In the third  quarter of 2000,  a net $1.6  million tax benefit was  recorded in
response to a change in local tax laws in Germany  that  provided an  additional
tax benefit from the 1997  reorganization of the German  subsidiaries.  The 1999
third quarter included a $0.7 million tax benefit from the settlement of a prior
years' tax appeal.  Excluding the non-recurring  benefit, the effective tax rate
for the third quarter of 2000 was 41.5%, which includes the impact of increasing
the estimated full-year tax rate to 38.5%. This increase is due to the change in
the expected  geographic mix of estimated 2000 income. The tax rate in the third
quarter of 1999 was 37.4% excluding the non-recurring benefit. The effective tax
rate was 38.5% versus 38.2% for the nine-month periods ending September 30, 2000
and 1999, respectively, excluding these non-recurring benefits.

Equity in Net income of Affiliated Companies
- -----------------------------------------------------------------
The  contribution  to earnings  from Daikyo Seiko,  Ltd., a Japanese  company in
which the Company holds a 25%  ownership  interest,  and the  Company's  Mexican
affiliates  was very small during the quarter.  Daikyo  reported lower sales and
profits during the quarter, after posting strong results in the first six months
of 2000.

Net Income
- ----------
Net  income for the third  quarter  2000 was $4.6  million,  or $0.32 per share,
compared with net income of $8.6 million,  or $.58 per share, in the same period
of 1999.  Excluding the  non-recurring  tax benefits noted above,  third quarter
2000 earnings per share were $0.21 versus $0.53 in 1999.  Average  common shares
outstanding  in the third  quarter of 2000 were 14.3 million  compared with 14.9
million  during third quarter of 1999.  The  reduction in average  common shares
outstanding is due to the Company's stock buyback program.

For the  nine-month  period,  2000 net  income was $14.7  million,  or $1.02 per
share,  compared with $28.5 million, or $1.91 per share, in 1999.  Excluding the
non-recurring  tax  benefits,  net  income for the  nine-month  period was $13.1
million,  or $0.91 per share, in 2000 versus $27.8 million,  or $1.86 per share,
in 1999.  Average  common shares  outstanding  for the first nine months of 2000
were 14.4 million compared with 15.0 million in 1999.

Financial Position
- ------------------
Working  capital at September  30, 2000 was $104.8  million  compared with $80.7
million at December 31, 1999.  The working  capital  ratio at September 30, 2000
was 2.3 to 1. The  improvement in the working capital ratio is mostly due to the
Company's  new  credit  facility,   which  provides  the  ability  to  refinance
short-term  notes payable on a long-term basis. In July 2000, the Company signed
a $135 million  revolving credit agreement with a group of six banks. The credit
agreement  consists of a $70 million  five-year  revolving credit facility and a
$65 million  364-day line of credit.  Interest cost on these  facilities will be
charged on London  Inter-Bank  Offering Rates (LIBOR) plus a margin dependent on

<PAGE>
                                                                        Page 14

Results of Operations for the Three and Nine Months ended September
30, 2000 Versus Comparable 1999 Periods
- -------------------------------------------------------------------

the  Company's  debt to total  capital  ratio.  The interest rate on the initial
borrowings  under  this  facility  was  7.4%.  Commitment  fees on these  credit
agreements also fluctuate according to the Company's debt to total capital ratio
with a maximum  commitment fee of 17.5 basis points on the 364-day  facility and
20.0 basis  points on the  five-year  facility.  Debt as a  percentage  of total
invested capital at September 30, 2000 was 46.6% compared with 42.5% at December
31, 1999.

For the nine-month period, funds generated from operations totaled $36.1 million
versus  $43.0  million  in the  prior  year  period as a result of the lower net
income.  Capital  spending for the  year-to-date  2000 period increased to $42.3
million,  primarily  due to facility,  maintenance  and  efficiency  upgrades on
Device Product  Development  segment assets. Full year capital spending for 2000
is projected to be approximately  $60.0 million.  Other investment  activity for
the  nine-months  of 2000  included a $1.0 million  additional  investment  in a
genotyping  technology company, and $1.0 million payment to acquire an exclusive
technology  license,  which will  enable the Company to  manufacture  a patented
reconstitution  device to deliver  lyophilized  drugs.  Cash flow from financing
activities in the year-to-date 2000 period included cash dividends totaling $7.4
million ($0.51 per share) and $10.7 million of common stock repurchases (399,700
shares at an average  price of $26.81 per share).  These net cash  outflows were
financed through $25.2 million of increased borrowings.

The Company believes its financial condition and current  capitalization provide
sufficient  flexibility to meet cash flow requirements in the future. On October
16,  2000,  the Company  announced  that its Board of Directors  had  authorized
management  to engage UBS Warburg LLC to review all of the  Company's  strategic
alternatives and identify  opportunities to enhance shareholder value, which may
include disposition of assets or business combinations involving the Company.

Recently Issued Accounting Pronouncements
- -------------------------------------------------------

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). Among
other  things,  SAB 101  provides  guidance  for  recording  revenue  related to
non-refundable, up-front fees received in connection with conveying licensing or
other intangible rights or for delivery of particular  products or services.  In
general,  SAB 101 defers the recognition of revenue from such up-front  payments
over any related service  period.  During the third quarter of 2000, the Company
completed  agreements  with  Innovative  Drug Delivery  Systems,  Inc.  ("IDDS")
granting  IDDS  exclusive  rights to the  Company's  transmucosal  drug delivery
technologies  for the delivery of morphine and fentanyl,  both  well-known  pain
medications,  and midazolam,  an anti-anxiety drug frequently administered prior

<PAGE>
                                                                        Page 15
Results of Operations for the Three and Nine Months ended September
30, 2000 Versus Comparable 1999 Periods
- -------------------------------------------------------------------
to surgery.  In addition,  the agreement  grants an option on a fourth  product,
morphine-6-glucuronide,  for the treatment of pain and sedation.  The agreements
provide for IDDS to make license,  option and milestone  payments to the Company
that  could  total up to $30  million  through  year  2004.  West  would also be
entitled to royalties on the sale of any licensed  products that proceed through
commercialization.   As  of   September   30,  2000  the  Company  had  received
non-refundable  license and option payments  totaling $2.5 million from IDDS. In
compliance  with SAB 101,  the  Company  has  deferred  recognition  of the $2.5
million  and will  recognize  this  payment  into income as the  services  under
related agreements are performed.


In July 2000, the Emerging Issues Task Force (EITF) of the Financial  Accounting
Standards Board reached a consensus on Issue 00-10  "Accounting for Shipping and
Handling  Revenues  and  Costs".  Issue  00-10  addresses  the income  statement
presentation  of amounts  charged to customers  for shipping and  handling.  The
Company will adopt EITF 00-10 in the fourth quarter of 2000 and will  reclassify
shipping  and  handling  costs to the cost of goods  sold  line.  Currently  the
Company  nets these costs  against  sales.  This  reclassification  will have no
impact on reported gross profit amounts.

In June 1998, the Financial  Accounting Standards Board issued Statement No. 133
"Accounting  for  Derivative  Financial  Instruments  and  Hedging  Activities".
Statement  133 was amended by Statement  137 in July 1999 and by  Statement  138
issued in June  2000.  Statement  133,  as  amended,  requires  the  Company  to
recognize  all  derivatives  as either assets or  liabilities  and measure those
instruments at fair value as of the balance sheet date.  Derivative  instruments
include  interest rate swap agreements,  forward exchange  contracts and certain
options,  including  such items  "embedded"  within host contracts such as sales
agreements, leases, and supply contracts. The accounting for changes in the fair
value of a derivative depends on whether it has been designated and qualifies as
part of a hedging transaction. Generally, the timing of gain or loss recognition
in the income  statement of such changes in fair value for a hedging  instrument
is matched with the  recognition  of the item or risk being  hedged.  Changes in
fair value from derivative  instruments  with no hedging  designation or purpose
are recognized  immediately into earnings. The Company will adopt Statement 133,
as amended,  as of January 1, 2001. Given the Company's  current and anticipated
derivative activities, management does not believe the adoption of Statement 133
will have a material effect on the Company's consolidated financial position and
results of operations.

<PAGE>
                                                                        Page 16
Results of Operations for the Three and Nine Months ended September
30, 2000 Versus Comparable 1999 Periods
- -------------------------------------------------------------------

Market Risk
- ---------------
The  Company is  exposed to various  market  risk  factors  such as  fluctuating
interest rates and foreign  currency rate  fluctuations.  These risk factors can
impact results of operations, cash flows and financial position. These risks are
managed  periodically with the use of derivative  financial  instruments such as
interest rate swaps and forward exchange  contracts.  In accordance with Company
policy, derivative financial instruments are not used for speculation or trading
purposes.

At September  30, 2000 the Company had four  interest  rate swap  agreements  in
effect, with an estimated fair value of less than $0.1 million. The Company also
had two forward contracts in effect at September 30, 2000. The forward contracts
effectively hedge foreign currency  commitments to purchase equipment.  The fair
value of the  forward  contracts  at  September  30,  2000 was less  than  $0.1
million.

Certain  statements in this report that are not historical  are  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  The  words  "estimate",   "expect",   "intend",   "believe"  and  similar
expressions  are  intended  to  identify   forward-looking   statements.   These
forward-looking  statements  involve known and unknown risks and  uncertainties.
Many factors could cause the actual results,  performance or achievements of the
Company to be  materially  different  from any future  results,  performance  or
achievements   that  may  be  expressed  or  implied  by  such  forward  looking
statements,  including but not limited to (1) sales  demand,  (2) the timing and
success of customer's projects, (3) competitive  pressures,  (4) the strength or
weakness of the U.S.  dollar,  (5) inflation and (6) the cost of raw  materials.
The Company does not intend to update these forward-looking statements.



Item 3.  Quantitative and Qualitative Disclosure about Market Risk
         ----------------------------------------------------------

The information called for by this item is incorporated by reference to the text
appearing in Item 2 "Management's Discussion and Analysis of Financial Condition
and Results of Operations- Market Risk".


<PAGE>


                                                                      Page 17


Part II - Other Information

     Item 1.               Legal Proceedings
                           -----------------
                           None.

     Item 2.               Changes in Securities and Use of Proceeds
                           -----------------------------------------
                           None.

     Item 3.               Defaults Upon Senior Securities
                           -------------------------------
                           None.

     Item. 4.              Submission of Matters to a Vote of Security Holders
                           ---------------------------------------------------
                           None.

     Item 6.               Exhibits and Reports on Form 8-K
                           --------------------------------
               (a)         See Index to Exhibits on pages F-1 and F-2 of this
                           Report.

               (b)         No reports on Form 8-K have been filed for the
                           quarter ended September 30, 2000.




<PAGE>


                                                                       Page 18

                                   SIGNATURES
                                   ----------






Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    WEST PHARMACEUTICAL SERVICES,INC.
                                    -----------------------------------
                                    (Registrant)


November 13, 2000                   /s/ Anna Mae Papso
- ------------------                  -----------------------------------
Date                                Corporate Vice President of Finance




<PAGE>
                                INDEX TO EXHIBITS
Exhibit
Number

(3) (a)   Amended and Restated  Articles of Incorporation of the Company through
          January 4, 1999,  incorporated  by reference to the  Company's  Annual
          Report on Form 10-K for the year  ended  December  31,  1998 (File No.
          1-8036).

(3) (b)   ByLaws  of  the  Company,   as  amended   through  October  27,  1998,
          incorporated by reference to Exhibit (3)(b) to the Company's Form 10-Q
          for the quarter ended September 30, 1998 (File No. 1-8036).

(4)       Miscellaneous   long  term  debt   instruments   and  credit  facility
          agreements of the Company,  under which the underlying authorized debt
          is equal to less than ten  percent of the total  assets of the Company
          and its  subsidiaries  on a  consolidated  basis,  are not  filed as
          exhibits  to this  report  pursuant to Section (b) (4) (iii) A of Item
          601 of Reg S-K. The Company agrees to furnish to the Commission,  upon
          request, copies of any such unfiled instruments.

(4) (a)   Form of stock certificate for common stock,  incorporated by reference
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1998 (File No. 1-8036).

(4) (b)   Note  Purchase  Agreement  dated as of April 8, 1999 among the Company
          and several insurance companies.

(4) (c)   Credit Agreement, dated as of July 26, 2000 among the Company, several
          banks, and PNC Bank, N.A., as agent for the banks.

(10)      None.

(11)      Not Applicable.

(12)      Not Applicable.

(15)      None.

(16)      Not applicable.

(18)      None.

(19)      None.

(22)      None.

(23)      None.

(24)      None.

(27)      Financial Data Schedule.

(99)      None.
                                     F - 1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(B)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>NOTE PURCHASE AGREEMENT
<TEXT>









                       WEST PHARMACEUTICAL SERVICES, INC.

                           and certain other Obligors



                             NOTE PURCHASE AGREEMENT



                            DATED AS OF APRIL 8,1999
















                $100,000,000 6.81% SENIOR NOTES DUE APRIL 8, 2009

<PAGE>

                                TABLE OF CONTENTS
                                                                          PAGE
1.       AUTHORIZATION OF NOTES................................................1
2.       SALE AND PURCHASE OF NOTES............................................1
3.       CLOSING...............................................................2
4.       CONDITIONS TO CLOSING.................................................2
         4.1      Representations and Warranties...............................2
         4.2      Performance; No Default......................................2
         4.3      Compliance Certificates......................................2
         4.4      Opinions of Counsel..........................................3
         4.5      Purchase Permitted By Applicable Law, etc....................3
         4.6      Sale of Other Notes..........................................3
         4.7      Payment of Special Counsel Fees..............................3
         4.8      Private Placement Number.....................................3
         4.9      Changes in Corporate Structure...............................4
         4.10     Proceedings and Documents....................................4
5.        REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.......................4
          5.1     Organization; Power and Authority............................4
          5.2     Authorization, etc...........................................4
          5.3     Disclosure...................................................4
          5.4     Organization and Ownership of Shares of Subsidiaries.........5
          5.5     Financial Statements.........................................5
          5.6     Compliance with Laws, Other Instruments, etc.................6
          5.7     Governmental Authorizations, etc.............................6
   5.8     Litigation; Observance of Statutes and Orders ......................6
   5.9     Taxes ..............................................................6
   5.10    Title to Property; Leases ..........................................7
   5.11    Licenses, Permits, etc .............................................7
   5.12    Compliance with ERISA ..............................................7
   5.13    Private Offering by the Company ....................................8
   5.14    Use of Proceeds; Margin Regulations ................................8
   5.15    Existing Indebtedness ..............................................9
   5.16    Foreign Assets Control Regulations, etc ............................9
   5.17    Status under Certain Statutes ......................................9
   5.18    Environmental Matters ..............................................9
   5.19    Year 2000 .........................................................10
6.         REPRESENTATIONS OF THE PURCHASER ..................................10
   6.1     Purchase for Investment ...........................................10
   6.2     Source of Funds ...................................................11


<PAGE>



                                TABLE OF CONTENTS
                                                                           PAGE
7.         INFORMATION AS TO OBLIGORS, ETC ...................................12
   7.1     Financial and Business Information ................................12
   7.2     Officer's Certificate .............................................14
   7.3     Inspection ........................................................15
8.         PREPAYMENT OF THE NOTES ...........................................15
   8.1     Payment at Maturity ...............................................15
   8.2     Optional Prepayments with Make-Whole Amount .......................15
   8.3     Prepayment in connection with Asset Disposition ...................16
   8.4     Allocation of Partial Prepayments .................................16
   8.5     Maturity; Surrender, etc ..........................................16
   8.6     Purchase of Notes .................................................17
   8.7     Make-Whole Amount .................................................17
9.         AFFIRMATIVE COVENANTS .............................................18
   9.1     Compliance with Law ...............................................18
   9.2     Insurance .........................................................18
   9.3     Maintenance of Properties .........................................19
   9.4     Payment of Taxes ..................................................19
   9.5     Corporate Existence, etc ..........................................19
10.        NEGATIVE COVENANTS ................................................19
  10.1     Transactions with Affiliates ......................................20
  10.2     Line of Business ..................................................20
  10.3     Consolidated Funded Debt ..........................................20
  10.4     Priority Debt .....................................................20
  10.5     Interest Charges Coverage Ratio ...................................20
  10.6     Merger, Consolidation, etc ........................................21
  10.7     Sale of Assets, etc ...............................................22
  10.8     Liens .............................................................22
11.        EVENTS OF DEFAULT .................................................25

12.        REMEDIES ON DEFAULT, ETC ..........................................27
  12.1     Acceleration ......................................................27
  12.2     Other Remedies ....................................................27
  12.3     Rescission ........................................................28
  12.4     No Waivers or Election of Remedies, Expenses, etc .................28

13.        REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES .....................28
  13.1     Registration of Notes .............................................28
  13.2     Transfer and Exchange of NOLL~ ....................................29
  13.3     Replacement of Notes ..............................................29


<PAGE>

                                TABLE OF CONTENTS
                                                                           PAGE
14.     PAYMENTS ON NOTES ....................................................29
  14.1  Place of Payment .....................................................29
  14.2  Home Office Payment ..................................................30

15.     EXPENSES, ETC ........................................................31
  15.1  Transaction Expenses .................................................31
  15.2  Survival .............................................................31

16.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES;ENTIRE AGREEMENT ..........31

17.     AMENDMENT AND WAIVER .................................................31
  17.1  Requirements .........................................................31
  17.2  Solicitation of Holders of Notes .....................................32
  17.3  Binding Effect, etc ..................................................32
  17.4  Notes held by Obligors, etc ..........................................32
18.     NOTICES ..............................................................33
19.     REPRODUCTION OF DOCUMENTS ............................................33
20.     CONFIDENTIAL INFORMATION .............................................33
21.     SUBSTITUTION OF PURCHASER ............................................35
22.     MISCELLANEOUS ........................................................35
  22.1  Successors and Assigns ...............................................35
  22.2  Payments Due on Non-Business Days ....................................35
  22.3  Severability .........................................................36
  22.4  Construction .........................................................36
  22.5  Counterparts .........................................................36
  22.6  Governing Law ........................................................36
  22.7  Release of Obligors ..................................................36






<PAGE>

                              SCHEDULES & EXHIBITS




SCHEDULE A     --  Information Relating to Purchasers

SCHEDULE       --  Defined Terms

SCHEDULE C     --  Payment Instructions

SCHEDULE 4.9   --  Changes in Corporate Structure

SCHEDULE 5.3   --  Disclosure Materials

SCHEDULE 5.4   --  Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.    --  Financial Statements

SCHEDULE 5.8   --  Certain Litigation

SCHEDULE 5.11  --  Patents, etc.

SCHEDULE 5.12  --  ERISA Affiliates

SCHEDULE 5.14  --  Use of Proceeds

SCHEDULE 5.15  --  Existing Indebtedness

EXHIBIT 1      --  Form of 6.8 1% Senior Note due April 8, 2009

EXHIBIT 4.4(a) --  Form of Opinion of Special Counsel for the Obligors

EXHIBIT 4.4(b) --  Form of Opinion of Special Counsel for the Purchasers



<PAGE>



                       WEST PHARMACEUTICAL SERVICES, INC.
                           and certain other Obligors
                                101 Gordon Drive
                                  P.O. Box 645
                            Lionville, PA 19341-0645


                $100,000,000 6.81% SENIOR NOTES DUE APRIL 8, 2009

                                                     Dated as of April 8, 1999


To Each of the Purchasers Listed in
the Attached Schedule A:

Ladies and Gentlemen:

     Each of WEST  PHARMACEUTICAL  SERVICES,  INC., a  Pennsylvania  corporation
(together with its assigns,  the  'Company"),  WEST  PHARMACEUTICAL  SERVICES OF
FLORIDA,  INC., a Florida corporation  (together with its successor and assigns,
"West Florida"),  and WEST  PHARMACEUTICAL  SERVICES LAKEWOOD,  INC., a Delaware
corporation  (together with its successors and assigns,  "West  Lakewood")  (the
Company, West Florida and West Lakewood are referred to herein, collectively, as
the "Obligors") agrees with you as follows:

1.       AUTHORIZATION OF NOTES

     The Obligors will  authorize the issue and sale of  $100,000,000  aggregate
principal  amount of their 6.81%  Senior  Notes due April 8, 2009 (the  "Notes",
such term to include any such notes issued in substitution  therefor pursuant to
Section 13 of this Agreement or the Other Agreements (as hereinafter  defined)).
The Notes  shall be  substantially  in the form set out in  Exhibit 1, with such
changes therefrom,  if any, as may be approved by you and the Obligors.  Certain
capitalized  terms used in this Agreement are defined in Schedule B;  references
to a "Schedule" or an "Exhibit" are, unless otherwise  specified,  to a Schedule
or an Exhibit attached to this Agreement.

2.       SALE AND PURCHASE OF NOTES

     Subject to the terms and  conditions of this  Agreement,  the Obligors will
issue and sell to you and you will purchase  from the  Obligors,  at the Closing
provided for in Section 3, Notes in the principal amount specified opposite your
name in  Schedule  A at the  purchase  price  of 100%  of the  principal  amount
thereof.  Contemporaneously with entering into this Agreement,  the Obligors are
entering  into  separate  Note  Purchase  Agreements  (the  "Other  Agreements")
identical  with  this  Agreement  with  each of the  other  purchasers  named in
Schedule A (the "Other  Purchasers"),  providing for the sale at such Closing to
each of the Other Purchasers of Notes in the principal amount specified opposite
its name in Schedule A. Your  obligation  hereunder and the  obligations  of the
Other   Purchasers  under  the  Other  Agreements  are  several  and  not  joint
obligations  and you shall have no obligation  under any Other  Agreement and no
liability  to any Person for the  performance  or  non-performance  by any Other
Purchaser thereunder.

3. CLOSING

     The sale and  purchase  of the Notes to be  purchased  by you and the Other
Purchasers  shall  occur at the  offices  of Hebb & Gitlin,  One  State  Street,
Hartford,  Connecticut  06103,  at 10:00 a.m.,  eastern  time, at a closing (the
"Closing") on April 8, 1999. At the Closing the Obligors will deliver to you the
Notes  to be  purchased  by you in the form of a  single  Note (or such  greater
number of Notes in  denominations  of at least  $2,000,000  as you may  request)
dated the date of the  Closing  and  registered  in your name (or in the name of
your nominee), as indicated in Schedule A, against payment by federal funds wire
transfer in  immediately  available  funds in the amount of the  purchase  price
therefor  as  directed  by the  Obligors  in  Schedule  C. If at the Closing the
Obligors  shall  fail to  tender  such  Notes to you as  provided  above in this
Section 3, or any of the  conditions  specified in Section 4 shall not have been
fulfilled to your satisfaction,  you shall, at your election, be relieved of all
further obligations under this Agreement, without thereby waiving any rights you
may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING

     Your  obligation to purchase and pay for the Notes to be sold to you at the
Closing is subject to the fulfillment to your  satisfaction,  prior to or at the
Closing, of the following conditions:

         4.)      Representations and Warranties.

     The  representations and warranties of the Obligors in this Agreement shall
be correct when made and at the time of the Closing.

         4.2      Performance; No Default.
     The Obligors  shall have  performed  and complied with all  agreements  and
conditions contained in this Agreement required to be performed or complied with
by them prior to or at the Closing and after giving effect to the issue and sale
of the Notes (and the  application of the proceeds  thereof as  contemplated  by
Schedule  5.14) no  Default  or Event of  Default  shall  have  occurred  and be
continuing.

         4.3      Compliance Certificates.

          (a) Officer's Certificate.  The Company shall have delivered to you an
     Officer's Certificate,  dated the date of the Closing,  certifying that the
     conditions  specified in Sections  4.1,  4.2,  4.6,  4.7, and 4.9 have been
     fulfilled.

          (b) Secretary's Certificate.  Each Obligor shall have delivered to you
     a certificate  certifying as to the resolutions  attached thereto and other
     corporate proceedings relating to the authorization, execution and delivery
     of the Notes, this Agreement and the Other Agreements.

         4.4      Opinions of Counsel.

     You shall have received opinions in form and substance satisfactory to you,
dated the date of the Closing from

          (a) Dechert  Price & Rhoads,  counsel for the  Obligors,  covering the
     matters  set forth in  Exhibit  4.4(a)  and  covering  such  other  matters
     incident to the transactions contemplated hereby as you or your counsel may
     reasonably  request (and such  Obligors  hereby  instruct  their counsel to
     deliver such opinion to you) and

          (b) Hebb &  Gitlin,  your  special  counsel  in  connection  with such
     transactions,  substantially  in the form set forth in  Exhibit  4.4(b) and
     covering  such  other  matters  incident  to such  transactions  as you may
     reasonably request.

         4.5      Purchase Permitted By Applicable Law, etc.

     On the date of the Closing your purchase of Notes shall (a) be permitted by
the laws and regulations of each jurisdiction to which you are subject,  without
recourse to provisions  (such as Section  1405(a)(8)  of the New York  Insurance
Law) permitting limited  investments by insurance  companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation  (including,  without limitation,  Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject you to any
tax, penalty or liability under or pursuant to any applicable law or regulation,
which law or  regulation  was not in effect on the date hereof.  If requested by
you, you shall have  received an  Officer's  Certificate  certifying  as to such
matters of fact as you may reasonably specify to enable you to determine whether
such purchase is so permitted.

         4.6 Sale of Other Notes.

     Contemporaneously  with the  Closing the  Obligors  shall sell to the Other
Purchasers and the Other  Purchasers shall purchase the Notes to be purchased by
them at the Closing as specified in Schedule A.

         4.7      Payment of Special Counsel Fees.

     Without  limiting the  provisions of Section 15.1,  the Obligors shall have
paid on or before  the  Closing  the fees,  charges  and  disbursements  of your
special  counsel  referred  to in  Section  4.4 to  the  extent  reflected  in a
statement  of such  counsel  rendered to the Company at least one  Business  Day
prior to the Closing.

        4.8      Private Placement Number.

     A Private Placement number issued by Standard & Poor's CUSIP Service Bureau
(in cooperation with the Securities Valuation Office of the National Association
of Insurance Commissioners) shall have been obtained for the Notes.

         4.9      Changes in Corporate Structure.

     Except as  specified  in Schedule  4.9, no Obligor  shall have  changed its
jurisdiction of  incorporation  or been a party to any merger or  consolidation,
nor shall any  Obligor  have  succeeded  to all or any  substantial  part of the
liabilities  of any other  entity,  at any time  following  the date of the most
recent financial statements referred to in Schedule 5.5.

         4.10     Proceedings and Documents.

     All corporate and other  proceedings  in connection  with the  transactions
contemplated  by this  Agreement and all documents and  instruments  incident to
such transactions shall be satisfactory to you and your special counsel, and you
and your special counsel shall have received all such  counterpart  originals or
certified  or other  copies  of such  documents  as you or they  may  reasonably
request.

5.       REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS

         Each Obligor represents and warrants to you that:

         5.1      Organization; Power and Authority.

     Each Obligor is a corporation duly organized,  validly existing and in good
standing  under  the  laws of its  jurisdiction  of  incorporation,  and is duly
qualified as a foreign  corporation and is in good standing in each jurisdiction
in which such  qualification is required by law, other than those  jurisdictions
as to which the  failure  to be so  qualified  or in good  standing  would  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect.  Each Obligor has the  corporate  power and authority to own or
hold under  lease the  properties  it purports  to own or hold under  lease,  to
transact  the business it  transacts  and  proposes to transact,  to execute and
deliver this Agreement and the Other Agreements and the Notes and to perform the
provisions hereof and thereof.

         5.2      Authorization, etc.
     This  Agreement  and the  Other  Agreements  and the  Notes  have been duly
authorized by all necessary  corporate  action on the part of the Obligors,  and
this Agreement  constitutes,  and upon execution and delivery  thereof each Note
will  constitute,  a  legal,  valid  and  binding  obligation  of  each  Obligor
enforceable  against such Obligor in accordance  with its terms,  except as such
enforceability  may  be  limited  by  (a)  applicable  bankruptcy,   insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights generally and (b) general  principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

         5.3      Disclosure.

     The Company, through its agent, PNC Capital Markets, Inc., has delivered to
you and each Other  Purchaser a copy of a Private  Placement  Memorandum,  dated
January,  1999 (the  "Memorandum"),  relating to the transactions  contemplated
hereby. Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, the
documents,  certificates  or other  writings  identified in Schedule 5.3 and the
financial  statements  listed in Schedule 5.5, taken as a whole,  do not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances  under which they were made. Except as disclosed in the Memorandum
or as  expressly  described  in  Schedule  5.3,  or in  one  of  the  documents,
certificates  or  other  writings   identified  therein,  or  in  the  financial
statements  listed in Schedule 5.5, since  December 31, 1998,  there has been no
change in the  financial  condition,  operations,  business or properties of the
Company or any of its  Subsidiaries  except changes that  individually or in the
aggregate would not reasonably be expected to have a Material Adverse Effect.

        5.4      Organization and Ownership of Shares of Subsidiaries.

          (a) Schedule  5.4 is (except as noted  therein) a complete and correct
     list of the Company's  Subsidiaries,  showing,  as to each Subsidiary,  the
     correct  name  thereof,  the  jurisdiction  of its  organization,  and  the
     percentage of shares of each class of its Capital  Stock or similar  equity
     interests outstanding owned by the Company and each other Subsidiary.

          (b) All of the  outstanding  shares of Capital Stock or similar equity
     interests  of each  Subsidiary  shown in Schedule 5.4 as being owned by the
     Company and its Subsidiaries  have been validly issued,  are fully paid and
     nonassessable  and are owned by the Company or another  Subsidiary free and
     clear of any Lien (except as otherwise disclosed in Schedule 5.4).

          (c) Each  Subsidiary  identified in Schedule 5.4 is a  corporation  or
     other legal entity duly  organized,  validly  existing and in good standing
     under the laws of its jurisdiction of  organization,  and is duly qualified
     as a foreign  corporation  or other legal entity and is in good standing in
     each  jurisdiction  in which such  qualification  is required by law, other
     than those  jurisdictions  as to which the failure to be so qualified or in
     good standing would not,  individually  or in the aggregate,  reasonably be
     expected to have a Material  Adverse  Effect.  Each such Subsidiary has the
     corporate  or other  power and  authority  to own or hold  under  lease the
     properties  it  purports  to own or hold under  lease and to  transact  the
     business it transacts and proposes to transact.

         5.5      Financial Statements.

          The Company has  delivered to each  Purchaser  copies of the financial
     statements of the Company and its Subsidiaries  listed on Schedule 5.5. All
     of said financial statements  (including in each case the related schedules
     and  notes)  fairly  present  in all  material  respects  the  consolidated
     financial position of the Company and its Subsidiaries as of the respective
     dates  specified  in such  Schedule and the  consolidated  results of their
     operations and cash flows for the respective  periods so specified and have
     been prepared in accordance with GAAP consistently  applied  throughout the
     periods involved except as set forth in the notes thereto (subject,  in the
     case of any interim financial statements, to normal year-end adjustments).

         5.6      Compliance with Laws, Other Instruments, etc.

          The  execution,  delivery  and  performance  by the  Obligors  of this
     Agreement, the Other Agreements and the Notes will not

               (a) contravene,  result in any breach of, or constitute a default
          under,  or  result  in the  creation  of any  Lien in  respect  of any
          property  of the  Company  or any  Subsidiary  under,  any  indenture,
          mortgage,  deed of trust, loan,  purchase or credit agreement,  lease,
          corporate  charter or  by-laws,  or any other  Material  agreement  or
          instrument to which the Company or any Subsidiary is bound or by which
          the Company or any  Subsidiary or any of their  respective  properties
          may be bound or affected,

               (b)  conflict  with or result  in a breach  of any of the  terms,
          conditions or provisions of any order, judgment,  decree, or ruling of
          any court,  arbitrator  or  Governmental  Authority  applicable to the
          Company or any Subsidiary or

               (c)  violate  any  provision  of any  statute  or  other  rule or
          regulation of any Governmental  Authority applicable to the Company or
          any Subsidiary.

         5.7      Governmental Authorizations, etc.

               Assuming the accuracy of your representation made in Section 6.1,
          no consent,  approval or authorization of, or registration,  filing or
          declaration with, any Governmental Authority is required in connection
          with the  execution,  delivery or  performance by the Obligors of this
          Agreement, the Other Agreements or the Notes.

         5.8      Litigation; Observance of Statutes and Orders.

               (a) Except as  disclosed in Schedule  5.8,  there are no actions,
          suits or  proceedings  pending or, to the  knowledge  of any  Obligor,
          threatened  against or affecting the Company or any  Subsidiary or any
          property of the Company or any  Subsidiary  in any court or before any
          arbitrator  of any kind or  before  or by any  Governmental  Authority
          that,  individually or in the aggregate,  would reasonably be expected
          to have a Material Adverse Effect.

               (b) Neither the Company nor any  Subsidiary  is in default  under
          any  order,  judgment,  decree or ruling of any court,  arbitrator  or
          Governmental  Authority  or is in  violation  of any  applicable  law,
          ordinance,   rule  or   regulation   (including   without   limitation
          Environmental  Laws) of any Governmental  Authority,  which default or
          violation,  individually  or in the  aggregate,  would  reasonably  be
          expected to have a Material Adverse Effect.

         5.9      Taxes.

     The Company and its Subsidiaries have filed all income tax returns that are
required to have been filed in any  jurisdiction,  and have paid all taxes shown
to be due and  payable  on such  returns  and all other  taxes  and  assessments
payable by them,  to the extent such taxes and  assessments  have become due and
payable  and  before  they  have  become  delinquent,  except  for any taxes and
assessments  (a) the  amount of which is not  individually  or in the  aggregate
Material or (b) the  amount,  applicability  or  validity of which is  currently
being  contested in good faith by  appropriate  proceedings  and with respect to
which the Company or a Subsidiary,  as the case may be, has established adequate
reserves in accordance  with GAAP.  The Federal  income tax  liabilities  of the
Company  and its  Subsidiaries  have been  determined  by the  Internal  Revenue
Service and paid for all fiscal years up to and  including the fiscal year ended
December 31, 1994.

         5.10     Title to Property; Leases.

     The Company and its  Subsidiaries  have good and sufficient  title to their
respective Material  properties,  including all such properties reflected in the
most recent  audited  balance  sheet  referred to in Section 5.5 or purported to
have been acquired by the Company or any  Subsidiary  after said date (except as
sold or otherwise disposed of in the ordinary course of business),  in each case
free and clear of Liens  prohibited by this Agreement,  except for those defects
in title and Liens  that,  individually  or in the  aggregate,  would not have a
Material Adverse Effect. All Material leases are valid and subsisting and are in
full force and effect in all material respects.

         5.11     Licenses, Permits, etc.

     Except as disclosed in Schedule 5.11, the Company and its  Subsidiaries own
or  possess  all  licenses,  permits,   franchises,   authorizations,   patents,
copyrights,  service marks,  trademarks and trade names, or rights thereto, that
are Material, without known conflict with the rights of others, except for those
conflicts  that,  individually  or in the  aggregate,  would not have a Material
Adverse Effect.

         5.12     Compliance with ERISA.

          (a)  The  Company  and  each  ERISA   Affiliate   have   operated  and
     administered  each Plan in compliance  with all applicable  laws except for
     such  instances  of  noncompliance  as have not  resulted  in and could not
     reasonably be expected to result in a Material Adverse Effect.  Neither the
     Company nor any ERISA  Affiliate  has  incurred any  liability  pursuant to
     Title I or IV of ERISA or the penalty or excise tax  provisions of the Code
     relating to employee benefit plans (as defined in Section 3 of ERISA),  and
     no event,  transaction  or  condition  has  occurred  or exists  that would
     reasonably be expected to result in the incurrence of any such liability by
     the Company or any ERISA Affiliate, or in the imposition of any Lien on any
     of the rights,  properties or assets of the Company or any ERISA Affiliate,
     in either  case  pursuant  to Title I or IV of ERISA or to such  penalty or
     excise tax  provisions or to Section  401(a)(29) or 412 of the Code,  other
     than  such  liabilities  or Liens as would  not be  individually  or in the
     aggregate Material.

          (b) The present value of the aggregate benefit  liabilities under each
     of the Plans (other than Multiemployer Plans),  determined as of the end of
     such Plan's  most  recently  ended plan year on the basis of the  actuarial
     assumptions  specified  for  funding  purposes  in such  Plan's most recent
     actuarial  valuation report,  did not exceed the aggregate current value of
     the assets of such Plan  allocable  to such benefit  liabilities.  The term
     "benefit  liabilities"  has the meaning  specified in section 4001 of ERISA
     and the  terms  "current  value"  and  "present  value"  have  the  meaning
     specified in section 3 of ERISA.

          (c) The Company and its ERISA Affiliates have not incurred  withdrawal
     liabilities  (and are not  subject to  contingent  withdrawal  liabilities)
     under section 4201 or 4204 of ERISA in respect of Multiemployer  Plans that
     individually or in the aggregate are Material.

          (d) The expected  postretirement  benefit obligation (determined as of
     the last day of the Company's most recently ended fiscal year in accordance
     with Financial Accounting Standards Board Statement No. 106, without regard
     to liabilities  attributable to continuation  coverage  mandated by section
     4980B of the Code) of the Company and its Subsidiaries is not Material.

          (e) The execution and delivery of this  Agreement and the issuance and
     sale of the  Notes  hereunder  will not  involve  any  transaction  that is
     subject to the  prohibitions  of section 406 of ERISA or in connection with
     which a tax could be imposed pursuant to section 4975  (c)(1)(A)-(D) of the
     Code.  The  representation  by the  Company in the first  sentence  of this
     Section  5.12(e) is made in reliance  upon and  subject to the  accuracy of
     your  representation in Section 6.2 as to the Sources to be used to pay the
     purchase price of the Notes to be purchased by you.

          (f) Schedule  5.12 sets forth all ERISA  Affiliates  and all "employee
     benefit plans"  maintained by the Company (or any "affiliates"  thereof) or
     in respect  of which the Notes  could  constitute  an  "employer  security"
     ("employee  benefit plan" has the meaning  specified in section 3 of ERISA,
     "affiliate"  has the  meaning  specified  in  section  407(d)  of ERISA and
     section V of the Department of Labor Prohibited Transaction Exemption 95-60
     (60 FR  35925,  July  12,1995)  and  "employer  security"  has the  meaning
     specified in section 407(d) of ERISA).

     5.13     Private Offering by the Company.

     Neither any of the Obligors nor anyone  acting on behalf of any of them has
offered the Notes or any similar  Securities for sale to, or solicited any offer
to buy any of the same from,  or otherwise  approached  or negotiated in respect
thereof with, any person other than you, the Other  Purchasers and not more than
10 other Institutional Investors,  each of which has been offered the Notes at a
private sale for  investment.  Neither any of the Obligors nor anyone  acting on
behalf of any of them has taken, or will take, any action that would subject the
issuance or sale of the Notes to the  registration  requirements of Section 5 of
the Securities Act.

         5.14     Use of Proceeds; Margin Regulations.

     The Obligors  will apply the proceeds of the sale of the Notes as set forth
in Schedule  5.14. No part of the proceeds from the sale of the Notes  hereunder
will be used, directly or indirectly,  for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or
trading in any securities under such  circumstances as to involve the Company in
a violation of  Regulation X of said Board (12 CFR 224) or to involve any broker
or dealer in a  violation  of  Regulation  T of said Board (12 CFR 220).  Margin
stock does not constitute more than 1% of the value of the  consolidated  assets
of the Company and its  Subsidiaries  and none of the  Obligors  has any present
intention  that margin stock will  constitute  more than 1% of the value of such
assets. As used in this Section, the terms "margin stock" and "purpose of buying
or carrying" shall have the meanings assigned to them in said Regulation U.

5.15     Existing Indebtedness.

     Except as  described  therein,  Schedule  5.15 sets  forth a  complete  and
correct list of all outstanding Indebtedness of the Company and its Subsidiaries
as of December 31, 1998 (except that such list reflecting all such  Indebtedness
secured by any Lien shall be as of March 31,  1999),  since which date there has
been  no  Material  change  in  the  amounts,  interest  rates,  sinking  funds,
installment  payments or  maturities of the  Indebtedness  of the Company or its
Subsidiaries.  Neither  the  Company nor any  Subsidiary  is in default,  and no
waiver of default is  currently  in effect,  in the payment of any  principal or
interest on any  Indebtedness  of the Company or such Subsidiary and no event or
condition  exists  with  respect  to  any  Indebtedness  of the  Company  or any
Subsidiary that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such  Indebtedness  to become due and
payable before its stated  maturity or before its regularly  scheduled  dates of
payment.

         5.16     Foreign Assets Control Regulations, etc.

     Neither the sale of the Notes by the  Obligors  hereunder  nor their use of
the proceeds thereof will violate the Trading with the Enemy Act, as amended, or
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.

         5.17     Status under Certain Statutes.

     Neither the Company nor any  Subsidiary is subject to regulation  under the
Investment  Company Act of 1940, as amended,  the Public Utility Holding Company
Act of 1935, as amended, the Transportation Acts (49 U.S.C.), as amended, or the
Federal Power Act, as amended.

         5.18     Environmental Matters.

     Neither the Company nor any  Subsidiary  has  knowledge of any claim or has
received any written notice of any claim,  and no proceeding has been instituted
raising any claim against the Company or any of its Subsidiaries or any of their
respective real  properties now or formerly owned,  leased or operated by any of
them or other assets, alleging any damage to the environment or violation of any
Environmental  Laws,  except,  in each  case,  such as could not  reasonably  be
expected to result in a Material Adverse Effect.  Except as otherwise  disclosed
to you in writing,

          (a) neither the Company nor any  Subsidiary has knowledge of any facts
     which would give rise to any claim,  public or  private,  of  violation  of
     Environmental Laws or damage to the environment  emanating from,  occurring
     on or in any way related to real properties now or formerly  owned,  leased
     or operated by any of them or to other assets or their use, except. in each
     case,  such as could not  reasonably  be  expected  to result in a Material
     Adverse Effect;

          (b) neither the  Company  nor any of its  Subsidiaries  has stored any
     Hazardous  Materials on real  properties now or formerly  owned,  leased or
     operated by any of them and has not disposed of any Hazardous  Materials in
     a manner contrary to any Environmental Laws in each case in any manner that
     could reasonably be expected to result in a Material Adverse Effect; and

          (c) all buildings on all real properties now owned, leased or operated
     by the Company or any of its Subsidiaries are in compliance with applicable
     Environmental  Laws, except where failure to comply could not reasonably be
     expected to result in a Material Adverse Effect.

      5.19     Year 2000.

          The Company and its Subsidiaries have reasonable grounds for believing
     that they will be Year 2000 Compliant and Ready on or before June 30, 1999.
     "Year 2000 Compliant and Ready" means that

          (a) the Company and its  Subsidiaries'  hardware and software systems,
     with  respect  to  the  operation  of  their  business,   will  (i)  handle
     satisfactorily date information  involving any and all dates before, during
     and/or after January 1, 2000,  including accepting input,  providing output
     and  performing  date  calculations  in whole  or in part and (ii)  operate
     accurately, without Material interruption, on and in respect of any and all
     dates before, during and/or after January 1, 2000, and without any Material
     change in performance; and

          (b) the Company and its Subsidiaries have developed  alternative plans
     to ensure business  continuity in all Material respects in the event of the
     failure of the items  identified  in clauses (i) and (ii) in the  foregoing
     clause (a).

6.       REPRESENTATIONS OF THE PURCHASER

         6.1      Purchase for Investment.

     You represent that you are purchasing the Notes for your own account or for
one or more  separate  accounts  maintained  by you or for the account of one or
more  pension or trust  funds and not with a view to the  distribution  thereof,
provided that the  disposition  of your or their  property shall at all times be
within  your or their  control.  You  understand  that the  Notes  have not been
registered  under  the  Securities  Act and  may be  resold  only if  registered
pursuant  to the  provisions  of the  Securities  Act  or if an  exemption  from
registration  is  available,  except  under  circumstances  where  neither  such
registration nor such an exemption is required by law, and that the Obligors are
not required to register the Notes.

         6.2      Source of Funds.

     You represent that at least one of the following  statements is an accurate
representation  as to each source of funds (a "Source") to be used by you to pay
the purchase price of the Notes to be purchased by you hereunder:

          (a) the Source is an "insurance company general account" as defined in
     United States Department of Labor Prohibited  Transaction Exemption ("PTE")
     95-60 (60 FR35925,  July 12, 1995) and there is no "employee  benefit plan"
     (as  defined in section  3(3) of ERISA and section  4975(e)(1)  of the Code
     (treating  as a single plan all plans  maintained  by the same  employer or
     employee  organization  or  affiliate  thereof))  with respect to which the
     amount of the general  account  reserves and  liabilities  of all contracts
     held by or on behalf of such plan  exceeds  10% of the total  reserves  and
     liabilities  of  such  general  account   (exclusive  of  separate  account
     liabilities plus  surplus,  as set  forth in the  National  Association  of
     Insurance   Commissioners'  Annual  Statement  filed  with  your  state  of
     domicile; or

          (b) if you are an  insurance  company,  the  Source  does not  include
     assets  allocated to any separate  account  maintained  by you in which any
     employee benefit plan (or its related trust) has any interest, other than a
     separate  account that is maintained  solely in connection  with your fixed
     contractual  obligations under which the amounts payable,  or credited,  to
     such plan and to any participant or beneficiary of such plan (including any
     annuitant) are not affected in any manner by the investment  performance of
     the separate account; or

          (c) the  Source is either (i) an  insurance  company  pooled  separate
     account,  within the meaning of PTE 90-1 (issued January 29, 1990), or (ii)
     a bank  collective  investment  fund,  within the  meaning of the PTE 91-38
     (issued July 12, 1991) and,  except as you have disclosed to the Company in
     writing  pursuant to this paragraph (c), no employee  benefit plan or group
     of  plans  maintained  by  the  same  employer  or  employee   organization
     beneficially  owns more than 10% of all  assets  allocated  to such  pooled
     separate account or collective investment fund; or

          (d) the Source  constitutes assets of an "investment fund" (within the
     meaning  of  Part V of PTE  84-14  (the  "QPAM  Exemption"))  managed  by a
     "qualified  professional  asset  manager" or "QPAM"  (within the meaning of
     Part V of the OPAM  Exemption),  no employee benefit plan's assets that are
     included in such  investment  fund,  when  combined  with the assets of all
     other employee benefit plans established or maintained by the same employer
     or by an  affiliate  (within  the  meaning of  Section  V(c)(1) of the QPAM
     Exemption)  of such  employer  or by the  same  employee  organization  and
     managed by such OPAM, exceed 20% of the total client assets managed by such
     OPAM,  the  conditions  of Part  1(c)  and (g) of the  OPAM  Exemption  are
     satisfied,  neither the OPAM nor a person  controlling or controlled by the
     OPAM  (applying  the  definition  of  "control" in Section V(e) of the OPAM
     Exemption) owns a 5% or more interest in the Company and


               (i) the identity of such QPAM and

               (ii) the names of all  employee  benefit  plans whose  assets are
          included in such investment fund have been disclosed to the Company in
          writing pursuant to this paragraph (d); or

          (e) the Source is a governmental plan; or

          (f) the Source is one or more employee  benefit  plans,  or a separate
     account or trust fund comprised of one or more employee benefit plans, each
     of which has been  identified  to the  Company in writing  pursuant to this
     paragraph  (f); or ( g) the Source does not include  assets of any employee
     benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms  "employee  benefit plan",  "governmental
plan",  "party in interest" and  "separate  account"  shall have the  respective
meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO OBLIGORS, ETC.

        7.)       Financial and Business Information.

          The  Company  shall  deliver  to  each  holder  of  Notes  that  is an
     Institutional Investor:

               (a) Quarterly  Statements -- within 45 days after the end of each
          quarterly fiscal period in each fiscal year of the Company (other than
          the last quarterly fiscal period of each such fiscal year),  duplicate
          copies of,

                         (i) a consolidated balance sheet of the Company and its
                    Subsidiaries as at the end of such quarter, and

                         (ii)  consolidated  statements  of  income,  changes in
                    shareholders'  equity and cash flows of the  Company and its
                    Subsidiaries,  for  such  quarter  and (in  the  case of the
                    second  and third  quarters)  for the  portion of the fiscal
                    year ending with such quarter,

          setting  forth in each case in  comparative  form the  figures for the
          corresponding  periods in the previous  fiscal year, all in reasonable
          detail,  prepared in  accordance  with GAAP  applicable  to  quarterly
          financial  statements  generally,  and certified by a Senior Financial
          Officer as fairly presenting,  in all material respects, the financial
          position  of the  companies  being  reported  on and their  results of
          operations and cash flows,  subject to changes resulting from year-end
          adjustments,  provided that delivery within the time period  specified
          above  of  copies  of the  Company's  Quarterly  Report  on Form  10-0
          prepared in compliance with the  requirements  therefor and filed with
          the Securities and Exchange  Commission shall be deemed to satisfy the
          requirements of this Section 7.1(a);

          (b) Annual  Statements  -- within 90 days alter the end of each fiscal
     year of the Company, duplicate copies of,


               (i)  a  consolidated   balance  sheet  of  the  Company  and  its
          Subsidiaries, as at the end of such year, and

               (ii) consolidated  statements of income, changes in shareholders'
          equity and cash flows of the  Company and its  Subsidiaries,  for such
          year,

setting  forth in each case in  comparative  form the figures  for the  previous
fiscal year,  all in reasonable  detail,  prepared in accordance  with GAAP, and
accompanied by an opinion thereon of independent certified public accountants of
recognized  national  standing,  which opinion  shall state that such  financial
statements present fairly, in all material  respects,  the financial position of
the companies being reported upon and their results of operations and cash flows
and have been prepared in conformity with GAAP, and that the examination of such
accountants  in  connection  with  such  financial  statements  has been made in
accordance  with  generally  accepted  auditing  standards,  and that such audit
provides a reasonable basis for such opinion in the circumstances, provided that
the delivery  within the time period  specified  above of the  Company's  annual
report on form 10-K for such fiscal year  (together  with the  Company's  annual
report to  shareholders,  if any,  prepared  pursuant  to Rule  14a-3  under the
Exchange Act) prepared in accordance  with the  requirements  therefor and filed
with the  Securities  and  Exchange  Commission  shall be deemed to satisfy  the
requirements of this Section 7.1(b);  (c) SEC and Other Reports -- promptly upon
their  becoming  available,  one copy of (i) each financial  statement,  report,
notice  or proxy  statement  sent by the  Company  or any  Subsidiary  to public
securities  holders  generally,  and (ii) each regular or periodic report,  each
registration statement that shall have become effective (without exhibits except
as  expressly  requested  by such  holder),  and each final  prospectus  and all
amendments  thereto filed by the Company or any  Subsidiary  with the Securities
and Exchange Commission;

     (d) Notice of Default  or Event of  Default --  promptly,  and in any event
within five days after a Responsible  Officer becoming aware of the existence of
any  Default or Event of Default,  a written  notice  specifying  the nature and
period of  existence  thereof and what action the Obligors are taking or propose
to take with respect thereto;

     (e) ERISA  Matters --  promptly,  and in any event within five days after a
Responsible  Officer  becoming aware of any of the  following,  a written notice
setting forth the nature thereof and the action,  if any, that the Company or an
ERISA Affiliate  proposes to take with respect thereto:

          (i) with  respect to any Plan,  any  reportable  event,  as defined in
     section 4043(b) of ERISA and the regulations  thereunder,  for which notice
     thereof has not been waived  pursuant to such  regulations  as in effect on
     the date hereof; or

          (ii) the taking by the PBGC of steps to institute,  or the threatening
     by the PBGC of the institution of,  proceedings under section 4042 of ERISA
     for the termination of, or the appointment of a trustee to administer,  any
     Plan, or the receipt by the Company or any ERISA Affiliate of a notice from
     a Multiemployer

Plan  that  such  action  has  been  taken  by the  PBGC  with  respect  to such
Multiemployer Plan; or

               (iii) any event,  transaction  or condition  that could result in
          the incurrence of any liability by the Company or any ERISA  Affiliate
          pursuant  to Title 1 cr IV of  ERISA  or the  penalty  or  excise  tax
          provisions of the Code relating to employee  benefit plans,  or in the
          imposition  of any Lien on any of the rights,  properties or assets of
          the Company or any ERISA Affiliate  pursuant to Title I or IV of ERISA
          or such penalty or excise tax  provisions,  if such liability or Lien,
          taken together with any other such liabilities or Liens then existing,
          would reasonably be expected to have a Material Adverse Effect; and

     (f) Q9 Requested Information -- with reasonable promptness, such other data
and  information  relating  to  the  business,  operations,  affairs,  financial
condition,  assets or  properties of the Company or any of its  Subsidiaries  or
relating to the ability of the Company to perform its obligations  hereunder and
under the Notes (other than  so-called  "management  letters"  from the relevant
Obligors  independent  certified public accountants) as from time to time may be
reasonably requested by any such holder of Notes.

      7.2 Officer's Certificate.

     Each set of financial statements delivered to a holder of Notes pursuant to
Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of
a Senior Financial Officer setting forth:

          (a)  Covenant  Compliance  --  the  information   (including  detailed
     calculations)  required in order to establish  whether the Obligors were in
     compliance  with the  requirements  of Section  10.3  through  Section 10.5
     hereof,  inclusive,  Section 10.7 and clause (ix) of Section 10.8(a) during
     the  quarterly  or annual  period  covered  by the  statements  then  being
     furnished  (including with respect to each such Section,  where applicable,
     the calculations of the maximum or minimum amount, ratio or percentage,  as
     the case may be,  permissible  under  the terms of such  Sections,  and the
     calculation of the amount, ratio or percentage then in existence); and

          (b) Event of Default -- a statement that such officer has reviewed the
     relevant terms hereof and has made, or caused to be made,  under his or her
     supervision, a review of the transactions and conditions of the Company and
     its  Subsidiaries  from the  beginning of the  quarterly  or annual  period
     covered  by  the  statements  then  being  furnished  to  the  date  of the
     certificate  and that such review shall not have  disclosed  the  existence
     during such period of any condition or event that  constitutes a Default or
     an Event of Default or, if any such  condition  or event  existed or exists
     (including,  without limitation, any such event or condition resulting from
     the  failure  of  the  Company  or  any   Subsidiary  to  comply  with  any
     Environmental  Law),  specifying the nature and period of existence thereof
     and what  action the  Company  shall have  taken or  proposes  to take with
     respect thereto.

7.3     Inspection.

     The Company shall permit the  representatives  of each holder of Notes that
is an Institutional Investor:

          (a) No Default -- if no Default or Event of Default  then  exists,  at
     the expense of such holder and upon reasonable prior notice to the Company,
     to visit the  principal  executive  office of the  Company,  to discuss the
     affairs, finances and accounts of the Company and its Subsidiaries with the
     Company's  officers,  and, with the consent of the Company  (which  consent
     will  not be  unreasonably  withheld),  to  visit  the  other  offices  and
     properties of the Company and each Subsidiary, all at such reasonable times
     and as often as may be reasonably  requested in writing; and


          (b) Default -- if a Default or Event of Default  then  exists,  at the
     expense of the Company  and the other  Obligors to visit and inspect any of
     the offices or properties of the Company or any Subsidiary,  to examine all
     their respective books of account,  records,  reports and other papers,  to
     make  copies  and  extracts  therefrom,  and to  discuss  their  respective
     affairs,   finances  and  accounts  with  their  respective   officers  and
     independent   public  accountants  (and  by  this  provision  the  Obligors
     authorize said accountants to discuss the affairs, finances and accounts of
     the Company and its Subsidiaries), all at such times and as often as may be
     requested.

8.       PREPAYMENT OF THE NOTES

         8.1      Payment at Maturity.

     The  Obligors  will pay all of the  principal  amount  of the of the  Notes
remaining  outstanding,  if any, on April 8, 2009. 8.2 Optional Prepayments with
Make-Whole Amount.

     The Obligors may, at their option, upon notice as provided below, prepay at
any time all, or from time to time any part of, the Notes (but,  if in part,  in
an amount  not less  than  $1,000,000  or such  lesser  amount as shall  then be
outstanding),  at 100% of the principal  amount so prepaid,  plus the Make-Whole
Amount determined for the prepayment date with respect to such principal amount.
The  Obligors  will give each holder of Notes  written  notice of each  optional
prepayment  under  this  Section  8.2 not less than 30 days and not more than 60
days prior to the date fixed for such prepayment. Each such notice shall specify
such date,  the  principal  amount of the Notes to be prepaid on such date,  the
principal  amount of each Note held by such holder to be prepaid  (determined in
accordance with Section 8.4), and the interest to be paid on the prepayment date
with respect to such principal amount being prepaid, and shall be accompanied by
a  certificate  of a Senior  Financial  Officer as to the  estimated  Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such
notice  were the date of the  prepayment),  setting  forth the  details  of such
computation.  Two Business  Days prior to such  prepayment,  the Obligors  shall
deliver to each  holder of Notes a  certificate  of a Senior  Financial  Officer
specifying  the  calculation  of  such  Make-Whole  Amount  as of the  specified
prepayment date.

         8.3      Prepayment in connection with Asset Disposition.

          (a) Notice of Debt Prepayment Offer. If the Obligors shall make a Debt
     Prepayment  Offer in connection with an Asset  Disposition,  they will give
     written notice of such offer to each holder of Notes within 10 months after
     the  consummation  thereof,  which notice shall  contain and  constitute an
     offer to prepay a Ratable  Portion  of the Notes  held by such  holder on a
     date (the "Proposed  Prepayment Date") specified in such notice that is not
     less  than 30 days and not more than 60 days  after  the date  such  notice
     shall be given,  and shall be accompanied by the  certificate  described in
     subparagraph (d) of this Section 8.3. If the Proposed Prepayment Date shall
     not be specified in such offer,  the Proposed  Prepayment Date shall be the
     60th day  after  the date  such  notice  shall be  given.

          (b) Acceptance;  Rejection.  A holder of Notes may accept the offer to
     prepay  made  pursuant  to this  Section  8.3 by  causing  a notice of such
     acceptance  to be  delivered  to the  Company at least 10 days prior to the
     Proposed  Prepayment  Date. A failure by a holder of Notes to respond to an
     offer to  prepay  made  pursuant  to this  Section  8.3  shall be deemed to
     constitute an acceptance of such offer by such holder.

          (c) Prepayment. Prepayment of the Notes to be prepaid pursuant to this
     Section  8.3  shall  be at  100% of the  principal  amount  of such  Notes,
     together with interest on such Notes accrued to the date of prepayment  and
     the  applicable  Make-Whole  Amount.  The  prepayment  shall become due and
     owing, and shall be made, on the Proposed Prepayment Date.

          (d)  Officer's  Certificate.  Each  offer to  prepay  the Notes of any
     holder  pursuant to this Section 8.3 shall be accompanied by a certificate,
     executed  by a Senior  Financial  Officer and dated the date of such offer,
     specifying:  (i) the Proposed Prepayment Date; (ii) that such offer is made
     pursuant to this Section 8.3; (iii) the computation,  in reasonable detail,
     of the Ratable Portion of the Notes held by such holder which is offered to
     be prepaid; and (iv) the interest that would be due on such Ratable Portion
     to be prepaid, accrued to the Proposed Prepayment Date.

         8.4      Allocation of Partial Prepayments

     In the case of each partial  prepayment of the Notes,  the principal amount
of the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion,  as nearly as practicable,  to the respective  unpaid
principal amounts thereof not theretofore called for prepayment.

         8.5      Maturity; Surrender, etc.

     In the case of each  prepayment  of Notes  pursuant to this  Section 8, the
principal  amount of each Note to be  prepaid  shall  mature  and become due and
payable on the date fixed for such  prepayment,  together  with interest on such
principal amount accrued to such date and the applicable  Make-Whole  Amount, if
any.  From and after  such  date,  unless  the  Obligors  shall fail to pay such
principal  amount  when so due and  payable,  together  with  the  interest  and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any Note paid or prepaid in full shall be  surrendered  to the
Company and canceled  and shall not be reissued,  and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

         8.6      Purchase of Notes

     The  Obligors  will not and will not  permit  any  Affiliate  to  purchase,
redeem,  prepay  or  otherwise  acquire,  directly  or  indirectly,  any  of the
outstanding  Notes  except (a) upon the  payment or  prepayment  of the Notes in
accordance with the terms of this Agreement,  the Other Agreements and the Notes
or (b) pursuant to an offer to purchase  made by an Obligor or an Affiliate  pro
rata to the holders of all Notes at the time outstanding upon the same terms and
conditions. Any such offer shall provide each holder with sufficient information
to enable it to make an informed  decision with respect to such offer, and shall
remain open for at least 30 days. If the holders of greater than or equal to 50%
of the principal  amount of the Notes then  outstanding  accept such offer,  the
Obligors  shall  promptly  notify  the  remaining  holders  of such fact and the
expiration  date for the  acceptance  by holders of Notes of such offer shall be
extended by the number of days necessary to give each such  remaining  holder at
least 10 Business Days from its receipt of such notice to accept such offer. The
Obligors will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment,  prepayment  or purchase of Notes  pursuant to any  provision of
this  Agreement  or  the  Other  Agreements  and  no  Notes  may  be  issued  in
substitution or exchange for any such Notes.

         8.7      Make-Whole Amount

     The term  "Make-Whole  Amount"  means,  with respect to any Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining  Scheduled
Payments  with  respect to the Called  Principal of such Note over the amount of
such Called  Principal,  provided that the Make-Whole  Amount may in no event be
less than zero.  For the purposes of  determining  the  Make-Whole  Amount,  the
following terms have the following meanings:

          "Called  Principal"  means, with respect to any Note, the principal of
     such Note that is to be prepaid  pursuant  to Section 8.2 or Section 8.3 or
     has become or is declared  to be  immediately  due and payable  pursuant to
     Section 12.1, as the context requires.

          "Discounted  Value" means, with respect to the Called Principal of any
     Note, the amount obtained by discounting all Remaining  Scheduled  Payments
     with respect to such Called Principal from their  respective  scheduled due
     dates to the  Settlement  Date with  respect to such Called  Principal,  in
     accordance  with  accepted  financial  practice  and at a  discount  factor
     (applied on the same periodic  basis as that on which interest on the Notes
     is payable)  equal to the  Reinvestment  Yield with  respect to such Called
     Principal.

          "Reinvestment  Yield" means,  with respect to the Called  Principal of
     any  Note,  0.50%  over the yield to  maturity  implied  by (a) the  yields
     reported,  as of 10:00 A.M. (New York City time) on the second Business Day
     preceding the Settlement Date with respect to such Called Principal, on the
     display  designated as Page "678" on the Bridge  Telerate  Service (or such
     other display as may replace Page 678 on the Bridge  Telerate  Service) for
     actively  traded U.S.  Treasury  securities  having a maturity equal to the
     Remaining Average Life of such Called Principal as of such Settlement Date,
     or (b) if such  yields  are not  reported  as of  such  time or the  yields
     reported  as of such  time are not  ascertainable,  the  Treasury  Constant
     Maturity Series Yields  reported,  for the latest day for which such yields
     have  been  so  reported  as of  the  second  Business  Day  preceding  the
     Settlement Date with respect to such Called  Principal,  in Federal Reserve
     Statistical  Release H.15 (519) (or any comparable  successor  publication)
     for actively traded U.S.  Treasury  securities  having a constant  maturity
     equal to the  Remaining  Average  Life of such Called  Principal as of such
     Settlement  Date. Such implied yield will be determined,  if necessary,  by
     (i) converting U.S. Treasury bill quotations to  bond-equivalent  yields in
     accordance with accepted financial practice and (ii) interpolating linearly
     between (1) the actively  traded U.S.  Treasury  security with the constant
     maturity closest to and greater than the Remaining Average Life and (2) the
     actively traded U.S.  Treasury  security with the constant maturity closest
     to and less than the Remaining Average Life.

          "Remaining  Average Life" means, with respect to any Called Principal,
     the number of years (calculated to the nearest  one-twelfth year) that will
     elapse  between the Settlement  Date with respect to such Called  Principal
     and the maturity date of the Notes.

          "Remaining  Scheduled  Payments"  means,  with  respect  to the Called
     Principal of any Note,  all payments of such Called  Principal and interest
     thereon  that would be due after the  Settlement  Date with respect to such
     Called  Principal if no payment of such Called Principal were made prior to
     its scheduled due date, provided that if such Settlement Date is not a date
     on which interest payments are due to be made under the terms of the Notes,
     then the amount of the next succeeding  scheduled  interest payment will be
     reduced  by the amount of  interest  accrued  to such  Settlement  Date and
     required  to be paid on such  Settlement  Date  pursuant  to  Section  8.2,
     Section 8.3 or Section 12.1.

          "Settlement  Date" means,  with respect to the Called Principal of any
     Note, the date on which such Called  Principal is to be prepaid pursuant to
     Section 8.2 or Section  8.3 or has become or is declared to be  immediately
     due and payable pursuant to Section 12.1, as the context requires.

9.       AFFIRMATIVE COVENANTS

       Each Obligor covenants that so long as any of the Notes are outstanding:

     9.1  Compliance  with Law.

     The Company will and will cause each of its Subsidiaries to comply with all
laws,  ordinances or governmental  rules or regulations to which each of them is
subject, including, without limitation,  Environmental Laws, and will obtain and
maintain in effect all licenses,  certificates,  permits,  franchises  and other
governmental  authorizations  necessary  to the  ownership  of their  respective
properties or to the conduct of their respective businesses, in each case to the
extent  necessary to ensure that  non-compliance  with such laws,  ordinances or
governmental  rules or  regulations  or failures to obtain or maintain in effect
such  licenses,   certificates,   permits,  franchises  and  other  governmental
authorizations  would  not  reasonably  be  expected,  individually  or  in  the
aggregate,  to have a materially  adverse  effect on the  business,  operations,
affairs,  financial  condition,  properties  or  assets of the  Company  and its
Subsidiaries taken as a whole.


         9.2      Insurance.

     The Company will and will cause each of its Subsidiaries to maintain,  with
financially  sound and  reputable  insurers,  insurance  with  respect  to their
respective  properties and businesses against such casualties and contingencies,
of  such  types,  on such  terms  and in such  amounts  (including  deductibles,
co-insurance  and  self-insurance,  if adequate  reserves  are  maintained  with
respect  thereto)  as is  customary  in the  case  of  entities  of  established
reputations engaged in the same or a similar business and similarly situated.

         9.3      Maintenance of Properties.

     The Company  will and will cause each of its  Subsidiaries  to maintain and
keep, or cause to be maintained and kept,  their  respective  properties in good
repair, working order and condition (other than ordinary wear and tear), so that
the business carried on in connection therewith may be properly conducted at all
times,  provided  that  this  Section  shall  not  prevent  the  Company  or any
Subsidiary  from  discontinuing  the operation and the maintenance of any of its
properties  if such  discontinuance  is desirable in the conduct of its business
and the Company has concluded that such discontinuance  would not,  individually
or in  the  aggregate,  have  a  materially  adverse  effect  on  the  business,
operations,  affairs,  financial condition,  properties or assets of the Company
and its Subsidiaries taken as a whole.

         9.4      Payment of Taxes.

     The Company will and will cause each of its Subsidiaries to file all income
tax or similar tax returns  required to be filed in any  jurisdiction and to pay
and  discharge  all taxes  shown to be due and  payable on such  returns and all
other taxes,  assessments,  governmental  charges,  or levies  payable by any of
them, to the extent such taxes and  assessments  have become due and payable and
before they have become  delinquent,  provided  that neither the Company nor any
Subsidiary need pay any such tax or assessment if (i) the amount,  applicability
or validity  thereof is contested by the Company or such  Subsidiary on a timely
basis  in good  faith  and in  appropriate  proceedings,  and the  Company  or a
Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of the Company or such  Subsidiary or (ii) the  nonpayment of all such
taxes and  assessments in the aggregate would not reasonably be expected to have
a materially  adverse  effect on the business,  operations,  affairs,  financial
condition,  properties or assets of the Company and its Subsidiaries  taken as a
whole.

         9.5      Corporate Existence, etc.

     Each Obligor  will at all times  preserve and keep in full force and effect
its corporate existence.  Subject to Sections 10.6 and 10.7, the Company will at
all times preserve and keep in full force and effect the corporate  existence of
each of its  Subsidiaries  (unless merged into the Company or a Subsidiary)  and
all rights and  franchises of the Company and its  Subsidiaries  unless,  in the
good faith  judgment of the Company,  the  termination of or failure to preserve
and keep in full force and effect such corporate  existence,  right or franchise
would not, individually or in the aggregate, have a materially adverse effect on
the business, operations,  affairs, financial condition, properties or assets of
the Company and its Subsidiaries taken as a whole.


 10.     NEGATIVE COVENANTS

       Each Obligor covenants that so long as any of the Notes are outstanding:

         10.1     Transactions with Affiliates.

     The  Company  will not and will not  permit  any  Subsidiary  to enter into
directly or indirectly  any Material  transaction  or Material  group of related
transactions (including without limitation the purchase, lease, sale or exchange
of  properties  of any kind or the  rendering of any service) with any Affiliate
(other  than  the  Company  or  another  Subsidiary),  except  pursuant  to  the
reasonable  requirements of the Company's or such Subsidiary's business and upon
fair and reasonable  terms no less  favorable to the Company or such  Subsidiary
than would be obtainable in a comparable arm's-length  transaction with a Person
not an Affiliate.

         10.2     Line of Business.

     The  Company  will not,  and will not  permit any of its  Subsidiaries  to,
engage in any  business if, as a result,  the general  nature of the business in
which the Company and its Subsidiaries,  taken as a whole, would then be engaged
would be substantially  changed from the general nature of the business in which
the Company and its  Subsidiaries  is engaged on the date of this  Agreement  as
described in the Memorandum.

10.3     Consolidated Funded Debt.

     The Company will not at any time permit  Consolidated Funded Debt to exceed
50% of Consolidated Total Capitalization,  in each case determined at such time.
In determining the Company's  compliance with this Section 10.3,  there shall be
deducted  from the  calculation  of  Consolidated  Funded  Debt  (including  the
calculation  thereof needed to determine  Consolidated Total  Capitalization) an
amount equal to the cash and marketable  securities  held by the Company and its
Subsidiaries on the date of determination of Consolidated  Funded Debt, but only
to the extent that such amount may be applied to the prepayment of  Consolidated
Funded  Debt at such time  without  penalty or  premium,  provided  that if such
Consolidated Funded Debt were so prepaid,

          (a) such prepayment  would not conflict with, or result in a breach of
     the terms,  conditions or provisions  of, or constitute a default or create
     any obligation under, any instrument  evidencing Debt of the Company or its
     Subsidiaries or any other agreement of the Company or its Subsidiaries, and
     (b) no Default or Event of Default  would exist  immediately  prior to such
     prepayment, or would result therefrom.

          10.4  Priority Debt.

     The  Company  will not at any time  permit  Priority  Debt to exceed 18% of
Consolidated Total Capitalization in each case determined at such time.

         10.5     Interest Charges Coverage Ratio.

     The  Company  will not permit the ratio of (a) the sum of (i)  Consolidated
EBIT for any period of four consecutive fiscal quarters of the Company plus (ii)
50% of the  depreciation  and  amortization  taken into  account in  determining
Consolidated Net Income for such period to (b) Consolidated Interest Expense for
such period to be less than 2.50 to 1.00.

         10.6     Merger, Consolidation, etc.

     The  Company  will not,  and will not  permit any of its  Subsidiaries  to,
consolidate  with, merge with, or acquire all or substantially all of the assets
of any other  Person,  or Transfer  substantially  all of its assets in a single
transaction or series of  transactions to any Person (except that any Subsidiary
of the Company may (x) consolidate with or merge with, or Transfer substantially
all of its  assets in a single  transaction  or series of  transactions  to, the
Company  (with the Company  being the survivor  thereof) and (y) Transfer all of
its  assets  in  compliance  with  the  provisions  of  Section  10.  7 and upon
satisfaction of the requirements of paragraph (a) of this Section 10.6 (it being
understood  that the reference to "surviving  entity" in such paragraph shall be
deemed to be a reference to the transferee of such assets)),  provided, however,
that the foregoing  restriction does not apply to the consolidation or merger of
the Company or any Subsidiary with, or the Transfer of substantially  all of the
assets of the Company or any  Subsidiary  in a single  transaction  or series of
transactions to, any Person so long as:

          (a) immediately  prior to, and immediately after giving effect to, any
     such  transaction  involving a  Subsidiary,  no Default or Event of Default
     would  exist and if such  Subsidiary  was an Obligor the  surviving  entity
     becomes an Obligor upon  consummation of any such  transaction  pursuant to
     such agreements and instruments as shall be reasonably  satisfactory to the
     Required Holders, and the Company shall have caused to be delivered to each
     holder of Notes an opinion of nationally recognized independent counsel, or
     other independent counsel reasonably  satisfactory to the Required Holders,
     to the effect that all such  agreements and  instruments are enforceable in
     accordance  with  their  terms  and  comply  with  the  terms  hereof;

          (b) immediately  prior to, and immediately after giving effect to, any
     such  transaction  involving  the  Company,  no Default or Event of Default
     would exist and either

               (i) the Company is the surviving or acquiring corporation, or

               (ii)  if  the  Company  is  not  the   surviving   or   acquiring
          corporation,  such  corporation  shall have  executed and delivered to
          each  holder  of  Notes  its   assumption  of  the  due  and  punctual
          performance  and  observance  of each  covenant and  condition of this
          Agreement,  the  Other  Agreements,  and the Notes  (pursuant  to such
          agreements and instruments as shall be reasonably  satisfactory to the
          Required  Holders),  and the Company shall have caused to be delivered
          to  each  holder  of  Notes  an  opinion  of   nationally   recognized
          independent   counsel,   or  other  independent   counsel   reasonably
          satisfactory  to  the  Required  Holders,   to  the  effect  that  all
          agreements or instruments effecting such assumption are enforceable in
          accordance with their terms and comply with the terms hereof.

     No such  Transfer  of  substantially  all of the assets of the Company or a
Subsidiary  shall have the effect of releasing  the Company  from its  liability
under this Agreement, the Other Agreements or the Notes.

         10.7     Sale of Assets, etc.

     The Company will not, and will not permit any of its  Subsidiaries to, make
any Asset Disposition, unless:

          (a) in the good faith opinion of the Company,  such  disposition is in
     exchange  for  consideration  having a Fair Market  Value at least equal to
     that of the property exchanged; and

          (b) immediately after giving effect to such disposition;

               (i) no Default or Event of Default would exist; and

               (ii) the  Disposition  Value of all property that was the subject
          of any  Asset  Disposition  occurring  during  the  period of 360 days
          ending on and including the date of such disposition  would not exceed
          10% of Consolidated  Total Assets determined as of the end of the then
          most recently ended fiscal year of the Company.

     If prior to the  consummation  of a Transfer,  the Company  shall deliver a
written  notice to all holders of the Notes stating that all of the Net Proceeds
Amount  arising  therefrom  is to be  applied  to a Debt  Prepayment  Offer or a
Property Reinvestment Application within 360 days after such consummation,  then
such  Transfer  shall not be deemed an Asset  Disposition  for purpose of clause
(b)(ii) of this  Section  10.7.  If the Company  does not apply the Net Proceeds
Amount  as  specified  in such  notice  within  such 360 day  period,  then such
Transfer  shall be deemed to have been an Asset  Disposition  at the time of the
consummation  thereof, and the Company's compliance with this Section 10.7 as of
such time shall be determined on such basis.

         10.8     Liens.

               (a)  Negative  Pledge.  The Company will not, and will not permit
          any of its  Subsidiaries  to, directly or indirectly  create,  assume,
          incur or suffer to be  created,  assumed or incurred or to exist (upon
          the  happening of a  contingency  or  otherwise),  any Lien on or with
          respect to any property or asset (including,  without limitation,  any
          document or instrument in respect of goods or accounts  receivable) of
          the Company or any such 22 WEST  PHARMACEUTICAL  SERVICES.  INC.  NOTE
          PURCHASE AGREEMENT


Subsidiary,  whether now owned or held or hereafter  acquired,  or any income or
profits therefrom,  or assign or otherwise convey any right to receive income or
profits, except:

               (i)  Taxes,   etc.--  Liens  for  taxes,   assessments  or  other
          governmental  charges  that are not yet due and payable or the payment
          of which is not at the time required by Section 9.4;

               (ii)  Legal   Proceedings   --  Liens   arising   from   judicial
          attachments,  judgments or awards, the time for the appeal or petition
          for  rehearing  of which has not  expired,  or in respect of which the
          Company or a Subsidiary  is in good faith  pursuing an appeal or other
          proceeding for review,

               (iii) Ordinary Course Liens -- Liens (other than any Lien imposed
          by ERISA) incurred or deposits made in the ordinary course of business

                    (A) in connection with workers'  compensation,  unemployment
               insurance, social security and other like laws,

                    (B) to secure (or to obtain  letters of credit that  secure)
               the  performance of tenders,  statutory  obligations,  surety and
               performance  bonds (of a type  other  than set  forth in  Section
               10.8(a)(ii)),  bids,  leases  (other  than  Capitalized  Leases),
               purchase,  construction  or sales  contracts  and  other  similar
               obligations, in each case not incurred or made in connection with
               the  borrowing of money,  the  obtaining or advances or credit or
               the payment of the deferred purchase price of property,

                    (C)  to  secure  the  claims  or  demands  of   materialmen,
               mechanics, carriers, warehousemen, vendors, repairmen, landlords,
               lessors and other like Persons, arising in the ordinary course of
               business, and

                    (D)   in   the   nature   of    reservations,    exceptions,
               encroachments,  easements, rights-of-way,  covenants, conditions,
               restrictions,  leases  and  other  similar  title  exceptions  or
               encumbrances affecting real property,

     provided that (1) any amounts secured by such Liens are not overdue, or, if
     overdue, such Liens are being contested in good faith and (2) such Liens do
     not, in the. aggregate,  materially detract from the value of such property
     or  materially  impair  the  use of such  property  in the  conduct  of the
     business of the Company or any  Subsidiary,  or the conduct of the business
     of the Company and the Subsidiaries taken as a whole; (iv) Existing Liens-
     Liens in existence as of the date of the Closing  securing  Debt and listed
     in Schedule 5.15;

          (v)  Subsidiary  Liens - Liens on property of any of the  Subsidiaries
     securing Debt owing to the Company; 23

          (vi)  Purchase  Money  Liens  Liens  on  tangible  property  (or any'
     improvement  thereon)  acquired  or  constructed  by  the  Company  or  any
     Subsidiary  after the date of the  Closing to secure Debt of the Company or
     such   Subsidiary   incurred  in  connection   with  such   acquisition  or
     construction, provided that

               (A) no such Lien shall extend to or cover any property other than
          the property (or improvement thereon) being acquired or constructed,

               (B) the  principal  amount  of Debt  secured  by any  such  Lien,
          together with the aggregate principal amount of all other Debt secured
          by Liens on such  property,  shall  not  exceed  the  lesser of (I) an
          amount equal to the Fair Market Value (as  determined in good faith by
          the Board of Directors of the Company) of such property so acquired or
          constructed  and (II) the cost to the  Company or such  Subsidiary  of
          such property (or improvement thereon) so acquired or constructed, and

               (C) such Lien  shall be created  concurrently  with or within 120
          days after such  acquisition  or the  substantial  completion  of such
          construction;

     (vii)   Acquisition  Liens  -  Liens  existing  on  property  of  a  Person
immediately prior to its being consolidated with or merged into the Company or a
Subsidiary  or its becoming a  Subsidiary,  or any Lien existing on any property
acquired  by the  Company  or any  Subsidiary  at the time such  property  is so
acquired  (whether or not the Debt  secured  thereby  shall have been  assumed),
provided  that  (A)  no  such  Lien  shall  have  been  created  or  assumed  in
contemplation  of such  consolidation  or merger  or such  Person's  becoming  a
Subsidiary or such acquisition of property, and

          (B)  each  such  Lien  shall  extend  solely  to the  item or items of
     property  so  acquired  and,  if  required  by the terms of the  instrument
     originally creating such Lien, other property which is an improvement to or
     is acquired for specific use in connection with such acquired property;

               (viii)  Renewals - Liens  securing  renewals,  extensions  (as to
          time) and refinancings of Debt secured by the Liens covered by clauses
          (i) though (vii), inclusive, provided that

                    (A) the  amount  of Debt  secured  by each  such Lien is not
               increased in excess of the amount of Debt outstanding on the date
               of such renewal, extension or refinancing,

                    (B) none of such Liens is extended to include any additional
               property of the Company or any Subsidiary, and


                    (C) immediately after such renewal, extension or refinancing
               no Default or Event of Default would exist; and

               (ix)  Priority  Debt - Liens  securing Debt of the Company or any
          Subsidiary and not otherwise  permitted by clauses (i) through (viii),
          inclusive,  of this  Section  10.8(a),  but  only to the  extent  that
          Priority  Debt does not at any time exceed 18% of  Consolidated  Total
          Capitalization.

     (b) Financing Statements.  The Company will not, and will not permit any of
the  Subsidiaries  to,  sign or file a  financing  statement  under the  Uniform
Commercial Code of any jurisdiction that names the Company or such Subsidiary as
debtor, or sign any security agreement  authorizing any secured party thereunder
to file any such  financing  statement,  except,  in any such case,  a financing
statement  filed or to be filed to perfect a security  interest that the Company
or such  Subsidiary is entitled to create,  assume or incur, or permit to exist,
under  the  foregoing  provisions  of  this  Section  10.8  or to  evidence  for
informational  purposes a lessor's interest in property leased to the Company or
any such Subsidiary.

11.      EVENTS OF DEFAULT

     An "Event of Default"  shall exist if any of the  following  conditions  or
events shall occur and be continuing:

          (a) the Obligors default in the payment of any principal or Make-Whole
     Amount, if any, on any Note when the same becomes due and payable,  whether
     at  maturity  or at a  date  fixed  for  prepayment  or by  declaration  or
     otherwise; or

          (b) the  Obligors  default in the payment of any  interest on any Note
     for more than five Business Days after the same becomes due and payable; or

          (c) any Obligor  defaults in the performance of or compliance with any
     term contained in Sections 10.1 through 10.8, inclusive, or Section 7.1(d);
     or
          (d) any Obligor  defaults in the performance of or compliance with any
     term contained  herein (other than those referred to in paragraphs (a), (b)
     and (c) of this Section 11) and such default is not remedied within 30 days
     after the earlier of (i) a Responsible  Officer  obtaining actual knowledge
     of such  default  and (ii) the  Company  receiving  written  notice of such
     default from any holder of a Note (any such written notice to be identified
     as a "notice of default" and to refer specifically to this paragraph (d) of
     Section 11); or

          (e) any  representation or warranty made in writing by or on behalf of
     any Obligor or by any officer of any Obligor in this Agreement or the Other
     Agreements or in any writing  furnished in connection with the transactions
     contemplated  hereby proves to have been false or incorrect in any material
     respect on the date as of which made; or

     (f) (i) the Company or any  Subsidiary  is in default (as  principal  or as
guarantor  or other  surety) in the  payment of any  principal  of or premium or
make-whole  amount or interest on any  Indebtedness  that is  outstanding  in an
aggregate  principal amount in excess of $10,000,000  beyond any period of grace
provided  with  respect  thereto  or

          (ii) the Company or any Subsidiary is in default in the performance of
     or  compliance  with any term of any  evidence  of any  Indebtedness  in an
     aggregate  outstanding  principal amount in excess of $10,000,000 or of any
     mortgage,  indenture  or other  agreement  relating  thereto  or any  other
     condition  exists,  and as a consequence  of such default or condition such
     Indebtedness has become,  or has been declared,  due and payable before its
     stated maturity or before its regularly scheduled dates of payment; or

     (g) the Company or any Subsidiary (i) is generally not paying, or admits in
writing its  inability  to pay,  its debts as they become  due,  (ii) files,  or
consents  by answer or  otherwise  to the filing  against it of, a petition  for
relief or reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency,  reorganization,
moratorium or other similar law of any  jurisdiction,  (iii) makes an assignment
for  the  benefit  of its  creditors,  (iv)  consents  to the  appointment  of a
custodian,  receiver,  trustee or other officer with similar powers with respect
to it or  with  respect  to  any  substantial  part  of  its  property,  (v)  is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the purpose of any of the foregoing; or

     (h) a court or governmental  authority of competent  jurisdiction enters an
order appointing,  without consent by the Company or any of its Subsidiaries,  a
custodian,  receiver,  trustee or other officer with similar powers with respect
to it or with respect to any substantial  part of its property,  or constituting
an order for relief or approving a petition for relief or  reorganization or any
other  petition in bankruptcy  or for  liquidation  or to take  advantage of any
bankruptcy or insolvency law of any  jurisdiction,  or ordering the dissolution,
winding-up or liquidation of the Company or any of its Subsidiaries, or any such
petition shall be filed against the Company or any of its  Subsidiaries and such
petition shall not be dismissed within 60 days; or

     (i) a final  judgment or judgments for the payment of money  aggregating in
excess of  $10,000,000  are rendered  against one or more of the Company and its
Subsidiaries  and which  judgments are not,  within 30 days after entry thereof,
bonded,  discharged or stayed pending  appeal,  or are not discharged  within 30
days after the expiration of such stay; or

     (j) if

          (i) any Plan shall fail to satisfy the minimum  funding  standards  of
     ERISA or the Code for any plan  year or part  thereof  or a waiver  of such
     standards  or  extension  of any  amortization  period is sought or granted
     under section 412 of the Code,

          (ii) a notice of intent to  terminate  any Plan  shall have been or is
     reasonably  expected  to be filed  with the  PBGC or the  PBGC  shall  have
     instituted  proceedings  under ERISA section 4042 to terminate or appoint a
     trustee to administer  any Plan or the PBGC shall have notified the Company
     or any  ERISA  Affiliate  that a Plan  may  become  a  subject  of any such
     proceedings,

          (iii) the aggregate "amount of unfunded benefit  liabilities"  (within
     the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in
     accordance with Title IV of ERISA, shall exceed $10,000,000,

          (iv) the  Company or any ERISA  Affiliate  shall have  incurred  or is
     reasonably expected to incur any liability pursuant to Title IV of ERISA or
     the  penalty  or  excise  tax  provisions  of  Title I of ERISA or the Code
     relating to employee benefit plans,

          (v)  the   Company  or  any  ERISA   Affiliate   withdraws   from  any
     Multiemployer Plan, or

          (vi) the Company or any Subsidiary  establishes or amends any employee
     welfare benefit plan that provides  post-employment  welfare  benefits in a
     manner that would  increase the liability of the Company or any  Subsidiary
     thereunder;

     and any such event or events  described  in clauses (i) through (vi) above,
     either individually or together with any other such event or events,  would
     reasonably be expected to have a Materially Adverse Effect.

As used in  Section  11(j),  the terms  "employee  benefit  plan" and  "employee
welfare benefit plan" shall have the respective  meanings assigned to such terms
in Section 3 of ERISA.

12.      REMEDIES ON DEFAULT, ETC.

         12.1     Acceleration.

          (a) If an Event of Default  with  respect to any Obligor  described in
     paragraph  (g) or (h) of  Section  11  (other  than  an  Event  of  Default
     described  in clause (i) of  paragraph  (g) or  described in clause (vi) of
     paragraph (g) by virtue of the fact that such clause encompasses clause (i)
     of  paragraph  (g)) has  occurred,  all the Notes  then  outstanding  shall
     automatically become immediately due and payable.

          (b) If any other Event of Default has occurred and is continuing,  the
     Required  Holders  may at any time at its or their  option,  by  notice  or
     notices  to the  Company,  declare  all the Notes  then  outstanding  to be
     immediately due and payable.

          (c) If any  Event of  Default  described  in  paragraph  (a) or (b) of
     Section 11 has occurred and is  continuing,  any holder or holders of Notes
     at the time outstanding  affected by such Event of Default may at any time,
     at its or their  option,  by notice or notices to the Company,  declare all
     the Notes held by it or them to be immediately due and payable.

     Upon any Notes  becoming due and payable under this Section  12.1,  whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes,  plus (x) all accrued and unpaid interest
thereon and (y) the  Make-Whole  Amount  determined in respect of such principal
amount  (to  the  full  extent  permitted  by  applicable  law),  shall  all  be
immediately due and payable, in each and every case without presentment, demand,
protest  or  further  notice,  all of which  are  hereby  waived.  The  Obligors
acknowledge,  and the parties  hereto agree,  that each holder of a Note has the
right to  maintain  its  investment  in the  Notes  free from  repayment  by the
Obligors (except as herein specifically provided for) and that the provision for
payment of a  Make-Whole  Amount by the Obligors in the event that the Notes are
prepaid or are  accelerated  as a result of an Event of Default,  is intended to
provide compensation for the deprivation of such right under such circumstances.

          12.2 Other Remedies.

     If any  Default or Event of Default has  occurred  and is  continuing,  and
irrespective of whether any Notes have become or have been declared  immediately
due and  payable  under  Section  12.1,  the  holder  of any  Note  at the  time
outstanding  may  proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate  proceeding,  whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof,  or in aid
of the exercise of any power  granted  hereby or thereby or by law or otherwise.

     12.3 Rescission.

     At any time after any Notes have been declared due and payable  pursuant to
clause (b) or (c) of Section 12.1,  the Required  Holders,  by written notice to
the Company,  may rescind and annul any such declaration and its consequences if
(a) the Obligors have paid all overdue  interest on the Notes,  all principal of
and  Make-Whole  Amount,  if any,  on any Notes that are due and payable and are
unpaid  other  than by  reason of such  declaration,  and all  interest  on such
overdue principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable  law) any overdue  interest  in respect of the Notes,  at the Default
Rate, (b) all Events of Default and Defaults,  other than  nonpayment of amounts
that have  become due solely by reason of such  declaration,  have been cured or
have been waived  pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due  pursuant  hereto or to the Notes.  No
rescission  and  annulment  under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

     12.4 No Waivers or Election of Remedies, Expenses, etc.

     No course of dealing  and no delay on the part of any holder of any Note in
exercising  any right,  power or remedy  shall  operate  as a waiver  thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy  conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right,  power or remedy  referred to herein or therein
or now or  hereafter  available  at law,  in equity,  by  statute or  otherwise.
Without  limiting the obligations of the Obligors under Section 15, the Obligors
will pay to the holder of each Note on demand  such  further  amount as shall be
sufficient  to cover all costs  and  expenses  of such  holder  incurred  in any
enforcement or collection under this Section 12, including,  without limitation,
reasonable attorneys' fees, expenses and disbursements.

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

     13.1 Registration of Notes.

     The Company shall keep at its principal executive office a register for the
registration  and  registration  of transfers of Notes.  The name and address of
each holder of one or more Notes, each transfer thereof and the name and address
of each  transferee of one or more Notes shall be  registered in such  register.
Prior to due presentment for registration of transfer,  the Person in whose name
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes  hereof,  and the Company  shall not be affected by any
notice or knowledge to the  contrary.  The Company shall give to any holder of a
Note  that is an  Institutional  Investor  promptly  upon  request  therefor,  a
complete and correct copy of the names and addresses of all  registered  holders
of Notes.

     13.2 Transfer and Exchange of Notes.

     Upon surrender of any Note at the principal executive office of the Company
for  registration  of transfer or exchange  (and in the case of a surrender  for
registration of transfer,  duly endorsed or accompanied by a written  instrument
of transfer duly executed by the registered  holder of such Note or his attorney
duly  authorized in writing and  accompanied  by the address for notices of each
transferee of such Note or part thereof), each of the Obligors shall execute and
deliver,   at the Obligors' expense (except as provided below),  one or more new
Notes (as requested by the holder thereof) in exchange therefor, in an aggregate
principal amount equal to the unpaid  principal amount of the surrendered  Note.
Each such new Note shall be payable to such  Person as such  holder may  request
and shall be substantially in the form of Exhibit 1. Each such new Note shall be
dated and bear interest from the date to which  interest shall have been paid on
the surrendered  Note or dated the date of the  surrendered  Note if no interest
shall  have been  paid  thereon.  The  Obligors  may  require  payment  of a sum
sufficient to cover any stamp tax or  governmental  charge imposed in respect of
any such transfer of Notes.  Notes shall not be transferred in  denominations of
less than  $2,000,000,  provided that if necessary to enable the registration of
transfer  by a holder  of its  entire  holding  of  Notes,  one Note may be in a
denomination of less than  $2,000,000.  Any  transferee,  by its acceptance of a
Note  registered  in its name (or the name of its  nominee),  shall be deemed to
have made the representation set forth in Section 6.2.

         13.3     Replacement of Notes.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the  ownership of and the loss,  theft,  destruction  or  mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor,  notice from
such Institutional Investor of such ownership and such loss, theft,  destruction
or mutilation), and

          (a) in the case of loss, theft or destruction, of indemnity reasonably
     satisfactory  to it  (provided  that if the holder of such Note is, or is a
     nominee  for,  an  original  Purchaser  or another  holder of a Note with a
     minimum net worth of at least  $10,000,000,  such  Person's  own  unsecured
     agreement of indemnity shall be deemed to be satisfactory), or

          (b) in  the  case  of  mutilation,  upon  surrender  and  cancellation
     thereof,

     the Company at its own expense shall execute and deliver,  in lieu thereof,
     a new Note,  dated arid bearing  interest  from the date to which  interest
     shall have been paid on such lost,  stolen,  destroyed or mutilated Note or
     dated the date of such lost,  stolen,  destroyed  or  mutilated  Note if no
     interest shall have been paid thereon.

14. PAYMENTS ON NOTES

         14.1     Place of Payment.

     Subject to Section 14.2, payments of principal,  Make-Whole Amount, if any,
and interest  becoming due and payable on the Notes shall be made in  Lionville,
Pennsylvania at the principal  office of the Company in such  jurisdiction.  The
Obligors may at any time,  by notice to each holder of a Note,  change the place
of payment  of the Notes so long as such  place of  payment  shall be either the
principal office of the Company in such  jurisdiction or the principal office of
a bank or trust company in such jurisdiction.

         14.2     Home Office Payment.

     So long  as you or your  nominee  shall  be the  holder  of any  Note,  and
notwithstanding  anything  contained  in  Section  14.1 or in  such  Note to the
contrary,  the  Obligors  will  pay  all  sums  becoming  due on such  Note  for
principal,  Make-Whole  Amount,  if any,  and  interest by the method and at the
address  specified  for such  purpose  below your name in Schedule A, or by such
other  method  or at such  other  address  as you  shall  have from time to time
specified to the Company in writing for such purpose,  without the  presentation
or  surrender of such Note or the making of any  notation  thereon,  except that
upon  written  request  of the  Company  made  concurrently  with or  reasonably
promptly  after payment or prepayment in full of any Note,  you shall  surrender
such Note for cancellation,  reasonably  promptly after any such request, to the
Company  at its  principal  executive  office  or at the place of  payment  most
recently designated by the Company pursuant:  to Section 14.1. Prior to any sale
or other  disposition  of any Note held by you or your nominee you will, at your
election,  either  endorse  thereon the amount of principal paid thereon and the
last date to which  interest has been paid thereon or surrender such Note to the
Company  in  exchange  for a new Note or Notes  pursuant  to Section  13.2.  The
Obligors  will afford the  benefits of this  Section  14.2 to any  Institutional
Investor that is the direct or indirect  transferee of any Note purchased by you
under this Agreement and that has made the same agreement  relating to such Note
as you have made in this Section 14.2.


15.  EXPENSES, ETC.

         15.1     Transaction Expenses.

     Whether or not the transactions  contemplated  hereby are consummated,  the
Obligors will pay all costs and expenses (including  reasonable  attorneys' fees
of a special  counsel  and,  if  reasonably  required,  local or other  counsel)
incurred by you and each Other  Purchaser or holder of a Note in connection with
such  transactions  and in connection with any  amendments,  waivers or consents
under or in  respect  of this  Agreement,  the  Other  Agreements  or the  Notes
(whether or not such amendment, waiver or consent becomes effective), including,
without  limitation:  (a) the  costs  and  expenses  incurred  in  enforcing  or
defending (or determining  whether or how to enforce or defend) any rights under
this  Agreement,  the  Other  Agreements  or the Notes or in  responding  to any
subpoena  or other  legal  process or informal  investigative  demand  issued in
connection with this Agreement,  the Other Agreements or the Notes, or by reason
of being a  holder  of any  Note,  and (b) the  costs  and  expenses,  including
financial  advisors'  fees,  incurred  in  connection  with  the  insolvency  or
bankruptcy of the Company or any  Subsidiary or in connection  with any work-out
or restructuring of the transactions  contemplated  hereby and by the Notes. The
Obligors  will pay, and will save you and each other  holder of a Note  harmless
from,  all claims in respect of any fees,  costs or  expenses if any, of brokers
and finders (other than those retained by you).

     15.2     Survival.

     The  obligations  of the  Obligors  under this  Section 15 will survive the
payment or transfer of any Note,  the  enforcement,  amendment  or waiver of any
provision  of  this  Agreement,  the  Other  Agreements  or the  Notes,  and the
termination of this Agreement.

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

     All  representations  and  warranties  contained  herein shall  survive the
execution and delivery of this  Agreement,  the Other  Agreements and the Notes,
the  purchase  or  transfer  by you of any Note or portion  thereof or  interest
therein  and the payment of any Note,  and may be relied upon by any  subsequent
holder  of a Note,  regardless  of any  investigation  made at any time by or on
behalf of you or any other  holder of a Note.  All  statements  contained in any
certificate  or  other  instrument  delivered  by or on  behalf  of any  Obligor
pursuant to this  Agreement  shall be deemed  representations  and warranties of
such Obligor  under this  Agreement.  Subject to the  preceding  sentence,  this
Agreement,  the Other  Agreements and the Notes embody the entire  agreement and
understanding  between you and the Obligors and supersede  all prior  agreements
and understandings relating to the subject matter hereof.

17. AMENDMENT AND WAIVER

         17.1     Requirements.

     This Agreement,  the Other Agreements and the Notes may be amended, and the
observance  of  any  term  hereof  or  of  the  Notes  may  be  waived   (either
retroactively or prospectively), with (and only with) the written consent of the
Obligors and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof,  or any defined term
(as it is used therein),  will be effective as to you unless consented to by you
in writing, and (b) no such amendment or waiver may, without the written consent
of the holder of each Note at the time outstanding affected thereby, (i) subject
to the provisions of Section 12 relating to acceleration  or rescission,  change
the amount or time of any  prepayment  or payment of principal of, or reduce the
rate or change the time of payment or method of  computation  of  interest or of
the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the  holders  of which are  required  to consent to any such
amendment or waiver,  or (iii) amend any of Sections 8, 11(a),  11(b),  12,17 or
20.

  17.2     Solicitation of Holders of Notes.

          (a)  Solicitation.  The Company  will provide each holder of the Notes
     (irrespective  of the  amount of Notes  then  owned by it) with  sufficient
     information,  sufficiently  far in  advance  of  the  date  a  decision  is
     required, to enable such holder to make an informed and considered decision
     with respect to any proposed amendment, waiver or consent in respect of any
     of the provisions hereof or of the Notes. The Company will deliver executed
     or true and correct copies of each  amendment,  waiver or consent  effected
     pursuant to the provisions of this Section 17 to each holder of outstanding
     Notes promptly following the date on which it is executed and delivered by,
     or receives the consent or approval of, the requisite holders of Notes.

          (b) Payment. The Obligors will not directly or indirectly pay or cause
     to be paid any  remuneration,  whether by way of supplemental or additional
     interest,  fee or otherwise,  or grant any security, to any holder of Notes
     as consideration for or as an inducement to the entering into by any holder
     of Notes of any  waiver or  amendment  of any of the  terms and  provisions
     hereof  unless  such  remuneration  is  concurrently  paid,  or security is
     concurrently  granted,  on the same terms,  ratably to each holder of Notes
     then  outstanding  even if such  holder did not  consent to such  waiver or
     amendment.

  17.3     Binding Effect, etc.

     Any amendment or waiver consented to as provided in this Section 17 applies
equally 1:0 all  holders of Notes and is binding  upon them and upon each future
holder of any Note and upon the Obligors without regard to whether such Note has
been marked to indicate such  amendment or waiver.  No such  amendment or waiver
will extend to or affect any obligation,  covenant,  agreement, Default or Event
of  Default  not  expressly  amended  or waived or impair  any right  consequent
thereon. No course of dealing between any Obligor and the holder of any Note nor
any delay in exercising any rights  hereunder or under any Note shall operate as
a waiver of any  rights of any  holder of such Note.  As used  herein,  the term
"this Agreement" and references thereto shall mean this Agreement as it may from
time to time be amended or supplemented.

17.4 Notes held by Obligors, etc.

     Solely for the purpose of determining  whether the holders of the requisite
percentage of the aggregate principal amount of Notes then outstanding  approved
or  consented  to any  amendment,  waiver  or  consent  to be given  under  this
Agreement, the Other Agreements or the Notes, or have directed the taking of any
action  provided  herein or in the Notes to be taken upon the  direction  of the
holders of a specified  percentage  of the aggregate  principal  amount of Notes
then  outstanding,  Notes directly or indirectly  owned by any Obligor or any of
its Affiliates shall be deemed not to be outstanding.

 18.     NOTICES

     All notices and  communications  provided for hereunder shall be in writing
and sent (a) by telecopy if the sender on the same day sends a  confirming  copy
of such notice by a recognized overnight delivery service (charges prepaid),  or
(b) by  registered  or certified  mail with return  receipt  requested  (postage
prepaid),  or (c) by a  recognized  overnight  delivery  service  (with  charges
prepaid). Any such notice must be sent:

          (i) if to you or your nominee,  to you or it at the address  specified
     for such  communications  in Schedule A, or at such other address as you or
     it shall have  specified  to the Company in  writing,

          (ii) if to any  other  holder  of any  Note,  to such  holder  at such
     address  as such  other  holder  shall  have  specified  to the  Company in
     writing, or

          (iii) if to any  Obligor,  to such Obligor at the address set forth at
     the beginning  hereof to the attention of the General  Counsel,  or at such
     other  address as such Obligor  shall have  specified to the holder of each
     Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.      REPRODUCTION OF DOCUMENTS

     This  Agreement  and all documents  relating  thereto,  including,  without
limitation, (a) consents,  waivers  and  modifications  that  may  hereafter  be
executed,  (b)  documents  received  by you at the  Closing  (except  the  Notes
themselves),  and (c) financial  statements,  certificates and other information
previously  or  hereafter  furnished  to you,  may be  reproduced  by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar  process and you may destroy any original  document so reproduced.  Each
Obligor agrees and stipulates  that, to the extent  permitted by applicable law,
any such reproduction  shall be admissible in evidence as the original itself in
any  judicial or  administrative  proceeding  (whether or not the original is in
existence  and whether or not such  reproduction  was made by you in the regular
course of business) and any  enlargement,  facsimile or further  reproduction of
such  reproduction  shall  likewise be admissible  in evidence.  This Section 19
shall not prohibit any Obligor or any other holder 9f Notes from  contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

20.      CONFIDENTIAL INFORMATION

     For the  purposes of this  Section  20,  "Confidential  Information"  means
information delivered to you by or on behalf of any Obligor or any Subsidiary in
connection with the transactions  contemplated by or otherwise  pursuant to this
Agreement  that is  proprietary in nature and that was clearly marked or labeled
or otherwise  adequately  identified when received by you as being  confidential
information of such Obligor or such Subsidiary, provided that such term does not
include information that

          (a) was publicly available or otherwise known to you prior to the time
     of such disclosure,

          (b) subsequently becomes publicly available through no act or omission
     by you or any person acting on your behalf,

          (c) otherwise  becomes  known to you other than through  disclosure by
     any Obligor or any Subsidiary or

          (d) constitutes  financial  statements  delivered to you under Section
     7.1 that are otherwise publicly available.

You will  maintain  the  confidentiality  of such  Confidential  Information  in
accordance with procedures adopted by you in good faith to protect  confidential
information of third parties  delivered to you, provided that you may deliver or
disclose Confidential Information to

               (i) your directors,  officers,  employees,  agents, attorneys and
          affiliates (to the extent such  disclosure  reasonably  relates to the
          administration of the investment represented by your Notes),

               (ii) your financial advisors and other professional  advisors who
          agree to hold confidential the Confidential Information  substantially
          in accordance with the terms of this Section 20,

               (iii) any other holder of any Note,

               (iv) any  Institutional  Investor  to which  you sell or offer to
          sell such Note or any part  thereof or any  participation  therein (if
          such  Person  has  agreed  in  writing  prior to its  receipt  of such
          Confidential Information to be bound by the provisions of this Section
          20),

               (v) any Person from which you offer to purchase  any  Security of
          any Obligor (if such Person has agreed in writing prior to its receipt
          of such Confidential Information to be bound by the provisions of this
          Section 20),

               (vi)  any   federal   or  state   regulatory   authority   having
          jurisdiction over you,

               (vii) the National Association of Insurance  Commissioners or any
          similar organization,  or any nationally recognized rating agency that
          requires access to information about your investment portfolio, or

               (viii) any other Person to which such delivery or disclosure  may
          be necessary or appropriate

                    (A) to effect  compliance with any law, rule,  regulation or
               order applicable to you, (B) in response to any subpoena or other
               legal process,

                    (C) in  connection  with any  litigation  to which you are a
               party or

                    (D) if an Event of Default has occurred  and is  continuing,
               to the extent you may  reasonably  determine  such  delivery  and
               disclosure to be necessary or appropriate  in the  enforcement or
               for the  protection  of the rights and remedies  under your Notes
               and this Agreement.

Each  holder  of a Note,  by its  acceptance  of a Note,  will be deemed to have
agreed to be bound by and to be entitled to the  benefits of this  Section 20 as
though it were a party to this Agreement.  On reasonable  request by the Company
in connection with the delivery to any holder of a Note of information  required
to be delivered to such holder under this  Agreement or requested by such holder
(other than a holder that is a party to this  Agreement  or its  nominee),  such
holder will enter into an agreement with the Company embodying the provisions of
this Section 20.

 21.     SUBSTITUTION OF PURCHASER

You  shall  have  the  right to  substitute  any one of your  Affiliates  as the
purchaser  of the Notes that you have agreed to purchase  hereunder,  by written
notice  to the  Company,  which  notice  shall  be  signed  by both you and such
Affiliate,  shall  contain  such  Affiliate's  agreement  to be  bound  by  this
Agreement and shall  contain a  confirmation  by such  Affiliate of the accuracy
with respect to it of the  representations  set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 21),  such word shall be deemed to refer to such  Affiliate in lieu
of you.  In the event  that such  Affiliate  is so  substituted  as a  purchaser
hereunder and such Affiliate  thereafter  transfers to you all of the Notes then
held by such Affiliate,  upon receipt by the Company of notice of such transfer,
wherever  the word "you" is used in this  Agreement  (other than in this Section
21), such word shall no longer be deemed to refer to such  Affiliate,  but shall
refer to you,  and you shall  have all the rights of an  original  holder of the
Notes under this Agreement.

22. MISCELLANEOUS

         22.1     Successors and Assigns.

     All covenants  and other  agreements  contained in this  Agreement by or on
behalf  of any of the  parties  hereto  bind and inure to the  benefit  of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

         22.2     Payments Due on Non-Business Days.

     Anything in this  Agreement or the Notes to the  contrary  notwithstanding,
any payment of principal of or Make-Whole Amount or interest on any Note that is
due on a date  other than a  Business  Day shall be made on the next  succeeding
Business Day without including the additional days elapsed in the computation of
the interest payable on such next succeeding Business Day.

         22.3     Severability.

     Any provision of this Agreement that 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 (to the full  extent  permitted  by law) not  invalidate  or
render unenforceable such provision in any other jurisdiction.

         22.4     Construction.

     Each covenant contained herein shall be construed (absent express provision
to the contrary) as being  independent of each other covenant  contained herein,
so that  compliance  with any one  covenant  shall not  (absent  such an express
contrary  provision)  be deemed to excuse  compliance  with any other  covenant.
Where any provision herein refers to action to be taken by any Person,  or which
such Person is  prohibited  from  taking,  such  provision  shall be  applicable
whether such action is taken directly or indirectly by such Person.

         22.5     Counterparts.

     This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall  constitute one instrument.
Each  counterpart may consist of a number of copies hereof,  each signed by less
than all, but together signed by all, of the parties hereto.

         22.6     Governing Law.

     THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE  WITH, AND THE
RIGHTS OF THE  PARTIES  SHALL BE  GOVERNED  BY, THE LAW OF THE STATE OF NEW YORK
EXCLUDING  CHOICE-OF-LAW  PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

         22.7     Release of Obligors.

     Subject to the next succeeding sentence, at such time as any Obligor, other
than the Company,  has been  effectively  released from any and all  obligations
under or in respect of the Bank Credit  Agreement  and the Company has delivered
to the Required Holders a certificate or other written  statement from the Banks
(or an agent acting on their behalf) to that effect,  then such Obligor shall be
released from all liabilities hereunder or in respect of the Notes automatically
without  any  action on the part of any party  hereto or any other  Person.  The
release  provided For in the  preceding  sentence  shall only be effective  upon
delivery of such  certificate  or other written  statement from the Banks (or an
agent acting on their behalf) if:

          (a) no Default or Event of Default is continuing at such time; and

          (b) at such time such Obligor has no Debt  outstanding  to any Person,
     or any  commitment  to have Debt  outstanding  to any Person other than the
     Company or a Wholly-Owned Subsidiary of the Company.




     [Remainder of page intentionally blank; next page is signature page.]










































<PAGE>



          If you are in agreement  with the  foregoing,  please sign the form of
     agreement on the  accompanying  counterpart of this Agreement and return it
     to the Company,  whereupon the foregoing  shall become a binding  agreement
     between you and the Company.


                                  WEST PHARMACEUTICAL SERVICES, INC.


                                  By:  /s/ Stephen M. Heumann
                                  Name:    Stephen M. Heumann
                                  Title:  Vice President Treasurer and
                                          Assistant Secretary

                                  WEST PHARMACEUTICAL SERVICES OF FLORIDA, INC.


                                   By:. /s/ Stephen J. White
                                   Name:    Stephen J. White
                                   Title:   Vice President



                                   WEST PHARMACEUTICAL SERVICES LAKEWOOD), INC.


                                   By:  /s/ Stephen M. Heumann
                                   Name:    Stephen M. Heumann
                                   Title:   President



The foregoing is hereby agreed to as of the
date thereof.


GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY


By:___________________
Name:
Title:

<PAGE>

     If you are in  agreement  with  the  foregoing,  please  sign  the  form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company,  whereupon the foregoing shall become a binding  agreement  between you
and the Company.


                             WEST PHARMACEUTICAL SERVICES, INC.


                             By:___________________
                             Name:
                             Title:

                             WEST PHARMACEUTICAL SERVICES OF FLORIDA, INC.


                             By:____________________
                             Name:
                             Title:

                             WEST PHARMACEUTICAL SERVICES LAKEWOOD, INC.


                             By: _____________________
                             Name:
                             Title:




The foregoing is hereby agreed to as of the
date thereof.


GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY


 By:      /s/ Jon M. Lucia
 Name:    Jon M. Lucia
 Title:   Assistant Vice President and Investment Officer



<PAGE>

                                   SCHEDULE A

                          INFORMATION AS TO PURCHASERS
<TABLE>
<CAPTION>
<S>                                <C>
- --------------------------------------------------------------------------------
Purchaser Name                      THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name in Which Note is Registered    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note Registration Number;           R-l; $50,000,000
Principal Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Payment on Account of Note          Federal Funds Wire Transfer

                                    Bank of New York
          Method                    New York, New York
                                    ABA No.: 021~O0O.:018
          Account Information       For the Account of:
                                    The Prudential Insurance Company of America
                                    Account No.: 890-0304-391
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Accompanying Information            Name of Company:
                                       West Pharmaceutical Services, Inc.
                                    Description of
                                    Security:
                                       681%. Senior Notes Due April 8, 2009
                                    Security Number: 95531* AA 6
                                    Due Date and Application (as among principal
                                       premium and interest) of
                                       the payment being made:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for Notices                 The Prudential Insurance Company of America
Related to Payments                 c/o Prudential Capital Group
                                    Four Gateway Center, 71h Floor
                                    100 Mulberry Street
                                    Newark, New Jersey 07102-4077

                                    Attn: Trade Management Group
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for All other Notices       The Prudential Insurance Company of America
                                    c/o Prudential Capital Group
                                    - Private Placements
                                    One Gateway Center, 11"' Floor
                                    Newark, New Jersey 07102-5311
                                    Attn:    Managing Director

                                    Recipient of telephonic prepayment notices:

                                    Manager, Trade Management Group
                                    (973) 802-7398
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Instructions                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                    By    ------------------------------
                                            Name:
                                            Title: Vice President
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Instructions re Delivery of Notes   Law Department of Purchaser
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tax Identification Number           22-1211670
- --------------------------------------------------------------------------------

                                  Schedule A-1
<PAGE>



- --------------------------------------------------------------------------------
Purchaser Name                      GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name in Which Note is Registered    GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note Registration Number;           R-2; $10,000,000
Principal Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Payment on Account of Note          Federal Funds Wire Transfer

                                    Norwest Bank Minnesota, N.A.
          Method                    733 Marquette Avenue.
                                    Investors Bldg.. 5" Floor
                                    Minneapolis, Minnesota 55479-0047
          Account Information       ABA No.: 09100019
                                    TRUST CLEARING #0000840245
                                    FFC/Great-West Life & Annuity Insurance Co.
                                    /12468800
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Accompanying Information            Name of Company:
                                      West Pharmaceutical Services, Inc.
                                    Description of
                                    Security:
                                      6.81% Senior Notes Due April 8, 2009
                                    Security Number:           95531* AA6
                                    Due Date and Application (as among principal
                                      premium and interest) of the
                                      payment being made:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for Notices Related to      Norwest Bank Minnesota, N.A.
Payments                            733 Marquetle Avenue,
                                    Investors Bldg., 5h Floor
                                    Minneapolis, Minnesota 55479-0047
                                    Attention:        Income Collections
                                    Fax:     (612) 667-3331
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for All other Notices       Great-West Life & Annuity Insurance Company
                                    8515 East Orchard Road
                                    3'~ Floor, Tower 2
                                    Englewood, Colorado 80111
                                    Attention:    Corporate Finance Investments
                                    Fax:     (303) 689-6193
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Instructions                  GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

                                     By___________________
                                     Name:
                                     Title:

                                     By___________________
                                     Name:
                                     Title:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Instructions re Delivery of Notes    Norwest Bank Minnesota, N.A.
                                     733 Marquette Avenue. 5"' Floor
                                     Minneapolis, Minnesota 55479-0047
                                     Attention:        Security Clearance
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tax Identification Number            84-0467907
- --------------------------------------------------------------------------------
                                     Schedule A-2


<PAGE>

- --------------------------------------------------------------------------------
Purchaser Name                       THE GREAT-WEST LIFE ASSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name in Which Note is Registered     GERLACH & CO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note Registration Number; Principal  R-3; $5,000,000
Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Payment on Account of Note           Federal Funds Wire Transfer

                                     Citibank NYC/Cust
          Method                     ABA #02 1000089
                                     Credit A/C #36853718
          Account Information        For further credit to:A/C #091595 Great
                                     -West life Assurance Co. Bonds U.S.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Accompanying Information             Name of Company:
                                       West Pharmaceutical Services. Inc.
                                     Description of
                                     Security:
                                       6.81% Senior Notes Due April 8, 2009
                                     Security Number:     95531* AA6
                                     Due Date and Application (as among
                                       principal, premium and interest) of the
                                     payment being made:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for Notices Related          Citibank, N.A.
to Payments                          Investor Services Division
                                     Securities Processing Services
                                     20 Exchange Place/Level C
                                     New York, New York 10043
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for All other Notices        The Great-West Life Assurance Company
                                     100 Osborne Street North
                                     Winnipeg, Manitoba
                                     CANADA R3C 3A5
                                     Attention:        Securities Accounting
                                     Fax:     (204) 946-8849

                                     with a copy to:

                                     Great-West Life & Annuity Insurance Company
                                     Investments Division
                                     8515 East Orchard Road. 3T2
                                     Englewood, Colorado 80111
                                     Fax:     (303) 689-6193
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Instructions                   THE GREAT-WEST LIFE ASSURANCE COMPANY


                                     By___________________
                                         Name:
                                         Title:

                                     By__________________
                                         Name:
                                         Title:
- --------------------------------------------------------------------------------

                                  Schedule A-3
<PAGE>





- ---- ---------------------------------------------------------------------------
Purchaser Name                        THE GREAT-WEST LIFE ASSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Instructions re Delivery of Notes     Citibank, NA.
                                      Investor Services Division
                                      Securities Processing Services
                                      20 Exchange Place/Level C
                                      New York, New York 10043

                                      Custody Account #091595 Great-West
                                        Life Assurance Co. - Bonds U.S.

                                  Schedule A-4
<PAGE>
- --------------------------------------------------------------------------------
Purchaser Name                       MUTUAL OF OMAHA INSURANCE COMPANY
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Name in Which Note is Registered     MUTUAL OF OMAHA INSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note Registration Number; Principal  R-4; $5,000,000
Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Payment on Account of Note           Federal Funds Wire Transfer

                                     Chase Manhattan Bank
          Method                     ABA No.: 021000021
                                     Private Income Processing
          Account Information        For credit to: Mutual of
                                       Omaha Insurance Company
                                     Account No.: 900-9000200
                                     a/c: G07096
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Accompanying Information             Name of Company:
                                       West Pharmaceutical Services, Inc.
                                     Description of
                                     Security:
                                        6.81% Senior Notes Due April 8, 2009
                                     Security Number:           95531* AA6
                                     Due Date and Application (as among
                                        principal, premium and interest) of the
                                        payment being made:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for Notices Related          The Chase Manhattan Bank
to Payments                          4 New York Plaza, 13"' Floor
                                     New York, NY 10004
                                     Attn:    Income Processing - I. Pipperato
                                     a/c: G07096
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for All other Notices        4 - Investment Loan Administration
                                     Mutual of Omaha Insurance Company
                                     Mutual of Omaha Plaza
                                     Omaha, NE 68175-1011
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Instructions                   MUTUAL OF OMAHA INSURANCE COMPANY

                                     By___________________
                                        Name:
                                        Title:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Instructions re Delivery of Notes    The Chase Manhattan Bank
                                     North America Insurance - 6" floor
                                     Attn:    Ann Marie Mazza
                                     3 Chase Metrotech Center
                                     Brooklyn, NY 11245
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tax Identification Number            47-0246511
- --------------------------------------------------------------------------------
                                  Schedule A-5


<PAGE>
- --------------------------------------------------------------------------------
Purchaser Name                       GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name in Which Note is Registered     SALKELD & CO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note Registration Number; Principal  R-5; $5,000,000
Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Payment on Account of Note Method    Federal Funds Wire Transfer

          Account Information        Bankers Trust Company
                                     14 Wall Street
                                     New York, NY 10005
                                     SWIFTCode:        BKTRUS33
                                     ABA No: 021001033
                                     Account Number 99-911-145
                                     FCC #: 097833
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Accompanying Information             Name of Company:
                                       West Pharmaceutical Services, Inc.
                                     Description of
                                     Security:
                                       6.81% Senior Notes Due April 8, 2009
                                     Security Number:           95531* AA6
                                     Due Date and Application (as among
                                        principal, premium and interest) of the
                                        payment being made:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for Notices Related to       GE Financial Assurance
Payments                             Account: General Electric
                                        Capital Assurance Company
                                     Two Union Square
                                     601 Union Street
                                     Seattle, WA 98101
                                     Attn:    Investment Accounting
                                     Tel:     (206) 516-2871
                                     Fax:     (206) 516-4740
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for All other Notices        GE Financial Assurance
                                     Account: General Electric Capital
                                        Assurance Company
                                     Two Union Square
                                     601 Union Street
                                     Seattle, WA 98101
                                     Attn: Investment Dept., Private Placements
                                     Tel:  (206) 516-4954
                                     Fax:  (206) 516-4863
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Instructions                   GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

                                     By___________________
                                        Name:
                                        Title:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Instructions re Delivery of Notes    Bankers Trust Co.
                                     14 Wall Street, 4'~ Floor
                                     Mail Stop 4042, Window 61
                                     New York, NY 10005
                                     Acct #097833
                                     Attn:    Lorraine Squires
                                     Tel:     (212) 618-2200
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tax Identification Number            91-6027719
- --------------------------------------------------------------------------------
                                  Schedule A-6

<PAGE>
- --------------------------------------------------------------------------------
Purchaser Name                       GE LIFE AND ANNUITY ASSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name in Which Note is Registered     SALKELD & CO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note Registration Number; Principal  R-6; $10,000,000
Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Payment on Account of Note Method    Federal Funds Wire Transfer

          Account Information        Bankers Trust Company
                                     14 Wall Street
                                     New York, NY 10005
                                     SWIFT Code:       BKTRUS33
                                     ABA No: 021001033
                                     Account Number 99-911-145
                                     FCC #: 097828
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Accompanying Information             Name of Company:
                                       West Pharmaceutical Services, Inc.
                                     Description of
                                     Security:
                                       6.81% Senior Notes Due April 8, 2009
                                     Security Number: 95531* AA 6
                                     Due Date and Application (as among
                                        principal, premium and interest) of the
                                        payment being made:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for Notices Related to       GE Financial Assurance
Payments                             Account: GE Life and Annuity
                                        Assurance Company
                                     Two Union Square
                                     601 Union Street
                                     Seattle, WA 98101
                                     Attn:    Investment Accounting
                                     Tel:     (206) 516-2871
                                     Fax:     (206) 516-4740
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for All other Notices        GE Financial Assurance
                                     Account: GE Life and Annuity
                                        Assurance Company
                                     TWO Union Square
                                     601 Union Street
                                     Seattle, WA 98101
                                     Attn:  Investment Dept., Private Placements
                                     Tel:   (206) 516-4954
                                     Fax:   (206) 516-4863
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Instructions                   GE LIFE AND ANNUITY ASSURANCE COMPANY

                                     By___________________
                                        Name:
                                        Title:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Instructions re Delivery of Notes    Bankers Trust Co.
                                     14 Wall Street, 4~h Floor
                                     Mail Stop 4042, Window 61
                                     New York, NY 10005
                                     Acct #097828
                                     Attn:    Lorraine Squires
                                     Tel:     (212) 618-2200
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tax Identification Number            54-0283385
- --------------------------------------------------------------------------------
                                  Schedule A-7

<PAGE>

- --------------------------------------------------------------------------------
Purchaser Name                       JACKSON NATIONAL LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name in Which Note is Registered     Jackson National Life Insurance Company
                                     By PPM America Inc
                                     Attorney-in-fact
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note Registration Number; Principal  R-7; $15,000,000
Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Payment on Account of Note           Federal Funds Wire Transfer

                                     NORTHERN TRUST CHGO
          Method                     ABA No.: 071-000-152
                                     Credit Account #5186041000
          Account Information        For Further Credit to: 26-91241/Jackson
                                        National Life Insurance Company
                                     Attn:    Tarsa Lewis
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Accompanying Information             Name of Company:
                                        West Pharmaceutical Services, Inc.
                                     Description of
                                     Security:
                                        6.81% Senior Notes Due April 8. 2009
                                     Security Number:           95531* AA6
                                     Due Date and Application (as among
                                         principal, premium and interest) of the
                                         payment being made:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for Notices Related          Susan Perrino
to Payments                          Private Placements
                                     PPM America Inc.
                                     225 West Wacker Drive
                                     Chicago, IL 60606
                                     Tel:     312-634-1205
                                     Fax:     312-634-0054

                                         and

                                     Oscell Owens
                                     Northern Trust Company
                                     801 5 Canal St, Floor ClN
                                     Chicago, IL 60607
                                     Tel:     312-444-5754
                                     Fax:     312-630-8179
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address for All other Notices        Joseph Dimberio
                                     Vice President, Private Placements
                                     PPM America, Inc.
                                     225 West Wacker Drive, Suite 1200
                                     Chicago, IL 60606-1228
                                     Tel:     312-634-2597
                                     Fax:     312-634-0054
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Instructions                    By: PPM America, Inc., as attorney
                                        in fact, on behalf of Jackson
                                      National Life Insurance Company

                                      By____________________
                                         Name:
                                         Title:
- --------------------------------------------------------------------------------
                                  Schedule A-8


<PAGE>
- --------------------------------------------------------------------------------
Purchaser Name                        JACKSON NATIONAL LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Instructions re Delivery of Notes     Northern Trust Company
                                      40 Broad Street. 19th Floor
                                      Acct. #2691241/Jackson National
                                        Life Insurance Company
                                      New York, NY 10004
                                      Attn:    Jose Mero
                                      Tel:     212.701.7507
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tax Identification Number             38-1659835
- --------------------------------------------------------------------------------
                                  Schedule A-9
</TABLE>


                                   SCHEDULE B

                                  DEFINED TERMS

     As used herein, the following terms have the respective  meanings set forth
below or set forth in the Section hereof following such term:

     "Affiliate"  means, at any time, and with respect to any Person,  any other
Person  that  at  such  time  directly  or   indirectly   through  one  or  more
intermediaries  Controls,  or is Controlled by, or is under common Control with,
such first Person.  As used in this definition,  "Control" means the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities,  by contract or  otherwise.  Unless the  context  otherwise  clearly
requires,  any reference to an "Affiliate" is a reference to an Affiliate of the
Company.

     "Agreement" is defined in Section 17.3.

     "Asset Disposition" means any Transfer except:

          (a) any Transfer  from a Subsidiary  to the Company or a  Wholly-Owned
     Subsidiary, or

          (b) any Transfer from the Company to a Wholly-Owned Subsidiary, or

          (c) any Transfer made in the ordinary course of business and involving
     only property that is either (i) inventory held for sale or (ii) equipment,
     fixtures,  supplies  or  materials  of a type  no  longer  utilized  in the
     operation  of the  business of the Company or its  Subsidiaries  or that is
     obsolete, or

          (d) any sale of Capital Stock of the Company and its Subsidiaries.

     "Bank Credit  Agreement"  means the Credit Agreement dated as of August 28,
1995,  among the Obligors,  the Banks set forth on the signature  pages thereof,
and Corestates Bank, N.A., as agent for such Banks, as may be amended, restated,
or otherwise  modified or replaced  from time to time.  "Banks"  means the banks
initially party to the Bank Credit Agreement and each other bank or other Person
from  time  to  time  acting  as  a  lender  or  other   provider  of  financial
accommodations to the Obligors under the Bank Credit Agreement.

     "Business  Day" means any day other than a  Saturday,  a Sunday or a day on
which commercial banks in New York City are required or authorized to be closed.

     "Capital Stock" means, as to any Person,  any class of capital stock, share
capital or similar equity interest of such Person.

                                 Schedule B-I

<PAGE>

     "Capitalized  Lease" means,  at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

     "Capitalized  Lease  Obligations"  means,  with respect to any Person,  the
amount of the obligation of such Person as the lessee under a Capitalized  Lease
that would, in accordance with GAAP, appear as a liability on a balance sheet of
such Person.

     "Closing" is defined in Section 3.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, and the regulations promulgated thereunder from time to time.

     "Company" is defined in the first paragraph of this Agreement.

     "Confidential Information" is defined in Section 20.

     "Consolidated EBIT" means, for any period, Consolidated Net Income for such
period plus, to the extent deducted in the  determination  of such  Consolidated
Net Income:  (a)  Consolidated  Interest  Expense;  and (b) taxes  imposed on or
measured by income or excess profits.

     "Consolidated Funded Debt" means (a) all Debt, liabilities, and obligations
now existing or hereafter  arising for money  borrowed by any of the Obligors or
their  Subsidiaries,  whether  or not  evidenced  by  any  note,  indenture,  or
agreement  (including  without  limitation,  the Notes and any  indebtedness for
money borrowed from an Affiliate, but not including trade accounts payable), (b)
standby  letter of credit  outstanding  of any Obligor or any  Subsidiary to the
extent drawn as of the date of determination of Debt, (c) all Debt of others for
money borrowed  (including an Affiliate) with respect to which an Obligor or any
Subsidiary  has become  liable by way of a guarantee  or indemnity to the extent
such  Debt  is not  included  in (a) or (b)  above,  and (d)  Capitalized  Lease
Obligations  of the  Obligors and their  Subsidiaries,  all as  determined  on a
consolidated basis in accordance with GAAP.

     "Consolidated  Interest Expense" means, with respect to any period, the sum
(without duplication) of the following (in each case, eliminating all offsetting
debits and credits between the Company and its  Subsidiaries and all other items
required  to be  eliminated  in the course of the  preparation  of  consolidated
financial  statements of the Company and its  Subsidiaries  in  accordance  with
GAAP):

          (a)  all   interest  in  respect  of  Debt  of  the  Company  and  its
     Subsidiaries  (including imputed interest on Capitalized Lease Obligations)
     deducted in determining  Consolidated  Net Income for such period  together
     with all  interest  capitalized  or  deferred  during  such  period and not
     deducted in determining Consolidated Net Income for such period, and

          (b)  all  debt  discount  and  expense  amortized  or  required  to be
     amortized in the determination of Consolidated Net Income for such period.

                                  Schedule B-2

<PAGE>

     "Consolidated Net Income" means, for any period,  the gross revenues of the
Company arid its Subsidiaries for such period less all expenses and other proper
charges  (including  taxes on  income)  determined  on a  consolidated  basis in
accordance with GAAP consistently applied, but excluding in any event:

     (a) earnings or losses attributable to minority interests;

     (b) any  restoration  during  such  period  to  income  of any  contingency
reserve,  except to the extent that  provision  for such reserve was made during
such period out of income accrued during such period;

     (c) any gains or losses arising from any write-up or write down of assets;

     (d) extraordinary or nonrecurring gains or losses;

     (e) net  earnings  and  losses of any Person  accrued  prior to the date it
became a Subsidiary;

     (f) any portion of the net earnings of any  Subsidiary  that for any reason
is unavailable for payment of dividends or other distributions to the Company or
any other Subsidiary;

     (g) net earnings or losses of any Person (other than a Subsidiary) in which
the Company or any Subsidiary  shall have an ownership  interest unless such net
earnings shall have actually been received by the Company or such  Subsidiary in
the form of a cash distribution;

     (h) net earnings or losses of any Person,  substantially  all the assets of
which  have been  acquired  in any  manner  by the  Company  or any  Subsidiary,
realized by such other Person prior to the date of such acquisition; and

     (i) net earnings or losses of any Person to which the assets of the Company
or any  Subsidiary  shall have been sold,  transferred  or disposed  of, or into
which the Company or any Subsidiary shall have merged or consolidated,  prior to
the date of such transaction.

     "Consolidated Net Worth" means, at any time,

     (a) the total  assets of the  Company and its  Subsidiaries  which would be
shown  as  assets  on a  consolidated  balance  sheet  of the  Company  and  its
Subsidiaries as of such time prepared in accordance with GAAP, after eliminating
all amounts properly  attributable to minority  interests,  if any, in the stock
and surplus of Subsidiaries, minus

     (b) the total  liabilities of the Company and its Subsidiaries  which would
be shown as liabilities  on a consolidated  balance sheet of the Company and its
Subsidiaries as of such time prepared in accordance with GAAP.

                                  Schedule B-3
<PAGE>

     "Consolidated Senior Debt" means, as of any date of determination, all Debt
of the  Company  and  its  Subsidiaries,  other  than  any  such  Debt  that  is
subordinated  in right of payment in any  respect to the Notes,  outstanding  on
such date after  eliminating  all  offsetting  debits and  credits  between  the
Company and its  Subsidiaries  and all other items  required to be eliminated in
the  course of the  preparation  of  consolidated  financial  statements  of the
Company and its Subsidiaries in
accordance with GAAP.

     "Consolidated  Total  Assets"  means,  as of the date of any  determination
thereof,  all  assets  of the  Company  and  its  Subsidiaries,  as  shown  on a
consolidated balance sheet and determined in accordance with GAAP.

     "Consolidated  Total  Capitalization"  means,  at any time,  the sum of (i)
Consolidated Funded Debt plus (ii) Consolidated Net Worth.

     "Debt" means, with respect to any Person, without duplication,

          (a) its liabilities for borrowed money;

          (b) its  liabilities  for the  deferred  purchase  price  of  property
     acquired by such Person (excluding accounts payable arising in the ordinary
     course of business  but  including,  without  limitation,  all  liabilities
     created or arising  under any  conditional  sale or other  title  retention
     agreement with respect to any such property);

          (c) its Capitalized Lease Obligations;

          (d) all  liabilities  for  borrowed  money  secured  by any Lien  with
     respect to any property owned by such Person (whether or not it has assumed
     or otherwise become liable for such liabilities);

          (e) its redemption obligations, prior to the maturity of the Notes, in
     respect of all Redeemable Preferred Stock; and

          (f) any Guaranty of such Person with respect to  liabilities of a type
     described in any of clauses (a) through (e) hereof.

Debt of any Person shall include all obligations of such Person of the character
described in clauses (a) through (e) to the extent such Person  remains  legally
liable in respect thereof, notwithstanding that any such obligation is deemed to
be extinguished under GAAP.

     "Debt Prepayment  Offer" means, with respect to any Transfer of property by
the Company or any  Subsidiary,  the offer,  in writing,  by the Company or such
Subsidiary of cash in an amount equal to the Net Proceeds Amount with respect to
such Transfer to pay Consolidated  Senior Debt (other than  Consolidated  Senior
Debt in  respect  of any  revolving  credit or similar  facility  providing  the
Company or any Subsidiary with the right to obtain loans or other  extensions of
credit  from time to time,  except to the extent  that in  connection  with such
payment of Consolidated Senior Debt the availability of credit under such credit
facility  is  permanently  reduced by an amount not less than the amount of such
proceeds applied to the payment of such  Consolidated  Senior Debt) and any

                                 Schedule B - 4
<PAGE>

interest accrued with respect thereto, provided that in connection with any such
Transfer and offer, the Company shall have offered to prepay the Ratable Portion
of each outstanding Note in accordance with Section 8.3. For purposes of Section
10.7, the Net Proceeds Amount in respect of any Transfer shall be deemed applied
to a Debt Prepayment  Offer upon the extension of the offer in respect  thereof,
regardless  of  whether  such  offer  is  accepted,  provided  that  the  actual
prepayment  in  respect  of any  issue  of Debt is  made  within  60 days of the
acceptance of such offer.

     "Default"  means an event or condition the occurrence or existence of which
would,  with the lapse of time or the giving of notice or both,  become an Event
of Default.

     "Default  Rate" means that rate of  interest  that is the greater of (i) 2%
per annum above the rate of interest stated in clause (a) of the first paragraph
of the Notes or (ii) 2% over the rate of interest publicly announced by the Bank
of New York in New York, New York, as its "base" or "prime" rate.

     "Disposition Value" means, at any time, with respect to any property

          (a) in the case of property that does not constitute Subsidiary Stock,
     the book value thereof,  valued at the time of the  disposition  thereof in
     good faith by the Company, and

          (b) in the case of property  that  constitutes  Subsidiary  Stock,  an
     amount  equal to that  percentage  of the book  value of the  assets of the
     Subsidiary  that issued such stock as is equal to the  percentage  that the
     book value of such Subsidiary  Stock represents of the book value of all of
     the outstanding Capital Stock of such Subsidiary (assuming,  in making such
     calculations,  that all Securities  convertible into such Capital Stock are
     so converted and giving full effect to all transactions that would occur or
     be required in connection with such  conversion)  determined at the time of
     the disposition thereof, in good faith by the Company.

     "Environmental  Laws" means any and all Federal,  state, local, and foreign
statutes,  laws, regulations,  ordinances,  rules,  judgments,  orders, decrees,
permits, concessions,  grants, franchises,  licenses, agreements or governmental
restrictions  relating to pollution and the protection of the environment or the
release of any  materials  into the  environment,  including  but not limited to
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.  "ERISA" means the Employee  Retirement Income Security
Act of 1974,  as  amended  from  time to time,  and the  rules  and  regulations
promulgated thereunder from time to time in effect.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that is treated as a single employer together with the Company under section 414
of the Code.

     "Event of Default" is defined in Section 11.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                  Schedule B-5

<PAGE>

     "Fair Market  Value"  means,  at any time and with respect to any property,
the sale value of such  property  that would be realized in an arm's length sale
at such time between an informed  and willing  buyer and an informed and willing
seller (neither being under a compulsion to buy or sell).

     "GAAP" means  generally  accepted  accounting  principles as in effect from
time to time in the United States of America.

     "Governmental Authority" means

          (a) the government of

               (i) the United States of America or any State or other  political
          subdivision thereof, or

               (ii) any  jurisdiction  in which the  Company  or any  Subsidiary
          conducts  all  or  any  part  of  its   business,   or  which  asserts
          jurisdiction over any properties of the Company or any Subsidiary, or

          (b) any entity exercising executive, legislative, judicial, regulatory
     or administrative functions of, or pertaining to, any such government.

     "Guaranty"  means, with respect to any Person,  any obligation  (except the
endorsement  in the ordinary  course of business of negotiable  instruments  for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness,  dividend or other  obligation  of any other Person in any manner,
whether  directly or  indirectly,  including  (without  limitation)  obligations
incurred through an agreement, contingent or otherwise, by such Person:

          (a) to  purchase  such  indebtedness  or  obligation  or any  property
     constituting security therefor;

          (b) to advance or supply funds (i) for the purchase or payment of such
     indebtedness  or  obligation,  or (ii) to maintain  any working  capital or
     other  balance  sheet  condition or any income  statement  condition of any
     other  Person or  otherwise  to  advance  or make  available  funds for the
     purchase or payment of such indebtedness or obligation;

          (c)  to  lease  properties  or  to  purchase  properties  or  services
     primarily  for the purpose of assuring  the owner of such  indebtedness  or
     obligation  of the  ability  of any  other  Person to make  payment  of the
     indebtedness or obligation; or

          (d) otherwise to assure the owner of such  indebtedness  or obligation
     against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

                                  Schedule B-6
<PAGE>

     "Hazardous  Material"  means  any and all  pollutants,  toxic or  hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal  of which may be  required  or the  generation,  manufacture,  refining,
production, processing, treatment, storage, handling, transportation,  transfer,
use, disposal, release, discharge,  spillage, seepage, or filtration of which is
or  shall  be  restricted,   prohibited  or  penalized  by  any  applicable  law
(including, without limitation, asbestos, urea formaldehyde foam insulation, and
polychlorinated biphenyls)

     "holder"  means,  with  respect to any Note,  the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
13.1.

     "Indebtedness" means, with respect to any Person, without duplication,

          (a) its liabilities for borrowed money;

          (b) its  liabilities  for the  deferred  purchase  price  of  property
     acquired by such Person (excluding accounts payable arising in the ordinary
     course of business  but  including,  without  limitation,  all  liabilities
     created or arising  under any  conditional  sale or other  title  retention
     agreement with respect to any such property);

          (c) its Capitalized Lease Obligations;

          (d) all  liabilities  for  borrowed  money  secured  by any Lien  with
     respect to any property owned by such Person (whether or not it has assumed
     or otherwise become liable for such liabilities);

          (e) all its liabilities in respect of letters of credit or instruments
     serving a similar  function issued or accepted for its account by banks and
     other financial  institutions (whether or not representing  obligations for
     borrowed money);

          (f) Swaps of such Person; and

          (g) any Guaranty of such Person with respect to  liabilities of a type
     described in any of clauses (a) through (f) hereof.

Indebtedness  shall not include  overnight  borrowings  incurred in any clearing
account or overdraft  account so long as such  borrowings are paid in full as of
the close of business on the following day.

     "Institutional  Investor"  means (a) any original  purchaser of a Note, (b)
any holder of a Note holding more than 5% of the aggregate  principal  amount of
the Notes then  outstanding,  and (c) any bank, trust company,  savings and loan
association  or other  financial  institution,  any pension plan, any investment
company,  any  insurance  company,  any broker or dealer,  or any other  similar
financial institution or entity, regardless of legal form.

     "Lien"  means,  with respect to any Person,  any  mortgage,  lien,  pledge,
charge, security interest or other encumbrance,  or any interest or title of any
vendor,  lessor,  lender or other  secured  party to or of such Person under any
conditional sale or other title retention agreement or

                                  Schedule B-7
<PAGE>

Capitalized  Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust agreements
and all similar arrangements).

     "Make- Whole Amount" is defined in Section 8.7.

     "Material" means material in relation to the business, operations, affairs,
financial  condition  assets,  or properties of the Company and its Subsidiaries
taken as a whole.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
business, operations,  affairs, financial condition, assets or properties of the
Company  and its  Subsidiaries  taken  as a  whole,  or (b) the  ability  of the
Obligors to perform their obligations under this Agreement, the Other Agreements
and the Notes,  or (c) the validity or  enforceability  of this  Agreement,  the
Other Agreements or the Notes.

     "Memorandum" is defined in Section 5.3.

     "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such
term is defined in section 4001(a)(3) of ERISA).

     "Net Proceeds  Amount" means,  with respect to any Transfer of any property
by any Person, an amount equal to the result (if positive) of

          (a) the  aggregate  amount of the  consideration  (valued  at the Fair
     Market Value of such  consideration at the time of the consummation of such
     Transfer) received by such Person in respect of such transfer, minus

          (b) all  ordinary  and  reasonable  out-of-pocket  costs and  expenses
     actually   incurred  by  such  Person  in  connection  with  such  Transfer
     (including,  without limitation, all income taxes payable by such Person in
     connection therewith).

          "Notes" is defined in Section 1.

         "Obligor" is defined in the introductory sentence of this Agreement.

          "Officer's  Certificate"  means a  certificate  of a Senior  Financial
     Officer  or of any other  officer  of the  Company  whose  responsibilities
     extend to the subject matter of such certificate.

          "Other Agreements" is defined in Section 2.

          "Other Purchasers" is defined in Section 2.

          "PBGC' means the Pension Benefit Guaranty  Corporation referred to and
     defined in ERISA or any successor thereto.

          "Person"  means  an  individual,  partnership,   corporation,  limited
     liability company,  association,  trust, unincorporated organization,  or a
     government or agency or political subdivision thereof.

                                  Schedule B-8
<PAGE>

     "Plan"  means an  "employee  benefit  plan" (as defined in section  3(3) of
ERISA) that is or,  within the preceding  five years,  has been  established  or
maintained,  or to which  contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA  Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

     "Preferred  Stock"  means,  in  respect of any  corporation,  shares of the
Capital  Stock of such  corporation  that are entitled to preference or priority
over any other  shares of the Capital  Stock of such  corporation  in respect of
payment of dividends or distribution of assets upon liquidation.

     "Priority Debt" means, at any time,  without  duplication,  (a) all Debt of
the Company arid its  Subsidiaries  secured by Liens not permitted  under any of
clauses  (i) to  (viii),  inclusive,  of Section  1O.8(a),plus  (b) all Debt and
Preferred Stock of  Subsidiaries  (other than Debt of any Subsidiary owed to, or
Preferred  Stock of any  Subsidiary  held by, the  Company  or any  Wholly-Owned
Subsidiary,  and Debt of any  Subsidiary  which is an Obligor).  Notwithstanding
clause (a) of the preceding sentence, any Debt of a Subsidiary secured by a Lien
permitted by Section 1O.8(a)(iv) shall constitute Priority Debt.


     "property" or "properties"  means, unless otherwise  specifically  limited,
real or  personal  property  of any  kind,  tangible  or  intangible,  choate or
inchoate.

     "Property Reinvestment  Application" means, with respect to any transfer of
property,  the  application  of an amount equal to the Net Proceeds  Amount with
respect to such Transfer to the  acquisition by the Company or any Subsidiary of
operating  assets of the Company or any  Subsidiary of a nature  similar,  and a
value at least equivalent, to the property subject to such transfer.

     "Proposed Prepayment Date" is defined in Section 8.3 (a).

     "PTE" is defined in Section 6.2.

     "Purchaser" means the Persons listed as purchasers of Notes on Schedule A.

     "QPAM Exemption" is defined in Section 6.2(d).

     "Ratable  Portion" means,  for any Note, in connection with a Transfer,  an
amount equal to the product of

          (a) the Net Proceeds Amount in respect of such Transfer, multiplied by

          (b) a fraction  the  numerator of which is the  outstanding  principal
     amount  of such  Note  and the  denominator  of which  is that  portion  of
     Consolidated  Senior Debt to which a Debt Prepayment  Offer is made (as set
     forth in the definition of such term).

     "Redeemable" means, with respect to the Preferred Stock of any Person, each
share of such Person's  Preferred Stock that is:

                                  Schedule B-9

<PAGE>
          (a)  redeemable,  payable or required  to be  purchased  or  otherwise
     retired or  extinguished,  or convertible into Debt of such Person (i) at a
     fixed or  determinable  date,  whether  by  operation  of  sinking  fund or
     otherwise,  (ii) at the option of any Person  other  than such  Person,  or
     (iii) upon the  occurrence  of a condition not solely within the control of
     such Person; or

          (b) convertible into other Redeemable Preferred Stock.

     "Required  Holders"  means, at any time, the holders of at least a majority
of the principal amount of the Notes at the time outstanding (exclusive of Notes
then owned by the Company or any of its Affiliates).

     "Responsible  Officer"  means any Senior  Financial  Officer  and any other
officer  of the  Company  with  responsibility  for  the  administration  of the
relevant portion of this agreement.

     "Security" has the meaning set forth in section 1(1) of the Securities Act.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time.

     "Senior  Financial  Officer" means the chief financial  officer,  principal
accounting officer, treasurer or comptroller of the Company.

     "Short  Term Debt"  means Debt of the  Company or its  Subsidiaries  with a
maturity of less than 365 days.

     "Source" is defined in Section 6.2.

     "Subsidiary"  means a  corporation  with respect to which a majority of the
Voting Stock (other than stock having such power only by reason of the happening
of a  contingency)  is at the  time  owned  by  the  Company  or by one or  more
Subsidiaries of the Company.

     "Subsidiary Stock" means, with respect to any Person, the Capital Stock (or
any options or warrants to purchase stock or other  Securities  exchangeable for
or convertible into any Capital Stock) of any Subsidiary of such Person.

     "Swaps" means, with respect to any Person, payment obligations with respect
to interest rate swaps,  currency swaps and similar obligations  obligating such
Person  to make  payments,  whether  periodically  or upon  the  happening  of a
contingency.  For the purposes of this  Agreement,  the amount of the obligation
under any Swap shall be the amount  determined in respect  thereof as of the end
of the then most  recently  ended fiscal  quarter of such  Person,  based on the
assumption that such Swap had terminated at the end of such fiscal quarter,  and
in making such  determination,  if any agreement  relating to such Swap provides
for the netting of amounts  payable by and to such Person  thereunder  or if any
such agreement  provides for the simultaneous  payment of amounts by and to such
Person,  then in each such case, the amount of such obligation  shall be the net
amount so determined.
                                  Schedule B-10

<PAGE>

     "Transfer" means, with respect to any Person, any transaction in which such
Person  sells,  conveys,  transfers  or leases (as lessor) any of its  property,
including, without limitation, Subsidiary Stock. For purposes of determining the
application of the Net Proceeds  Amount in respect of any Transfer,  the Company
may  designate any Transfer as one or more  separate  Transfers  each yielding a
separate Net Proceeds Amount. In any such case, (a) the Disposition Value of any
property  subject  to  each  such  separate  Transfer  and  (b)  the  amount  of
Consolidated  Total Assets  attributable  to any  property  subject to each such
separate  Transfer  shall be  determined  by ratably  allocating  the  aggregate
Disposition Value of, and the aggregate  Consolidated Total Assets  attributable
to, all property  subject to all such  separate  Transfers to each such separate
Transfer on a proportionate basis.

     "Voting Stock" means Capital Stock of any class or classes of a corporation
the holders of which are ordinarily,  in the absence of contingencies,  entitled
to elect a majority of the corporate  directors (or Persons  performing  similar
functions),  irrespective of whether or not at the time stock of any other class
or classes shall have or might have special
voting power or rights by reason of the happening of any contingency.

     "West Florida" is defined in the first paragraph of this Agreement.

     "West Lakewood" is defined in the first paragraph of this Agreement.

     "Wholly-Owned  Subsidiary"  means,  at any time, any Subsidiary one hundred
percent  (100%) of all of the equity  interests  (except  directors'  qualifying
shares)  and Voting  Stock of which are owned by any one or more of the  Company
and the Company's other Wholly-Owned Subsidiaries at such time.

                                  Schedule B-1l

<PAGE>



                                   SCHEDULE C

                              PAYMENT INSTRUCTIONS


         FIRST UNION NATIONAL BANK
         Philadelphia, PA

         ABA No. 031201467

         Acct. No. 2100010518545

         West Pharmaceutical Services, Inc.





                                  Schedule C-1

<PAGE>



                                  Schedule 4.9




          None

<PAGE>

                                  Schedule 5.3

                             Additional Disclosures



          None

<PAGE>

                                  Schedule 5.4

              ORGANIZATION A~D OWNERSHIP OF SHARES OF SUBSIDIARIES
<TABLE>
<CAPTION>
<S>                                               <C>                  <C>


                                                   Jurisdiction of      Percentage of Shares
                                                   its Organization     of Capital Stock



West Pharmaceutical Services, Inc.                      Pennsylvania     Parent Co.
   The West Company of Michigan, Inc.                   Michigan         100.0
   West Pharmaceutical Services Lakewood, Inc.          Delaware         100.0
      Paco Packaging, Inc.                              Delaware         100.0
      Paco Technologies, Inc.                           Delaware         100.0
      Paco Laboratories, Inc.                           Delaware         100.0
      Charter Laboratories, Inc.                        Delaware         100.0
      West Pharmaceutical Services Canovanas, Inc.      Delaware         100.0
   Citation Plastics Co.                                New Jersey       100.0
        West Pharmaceutical Services Vega Alta, Inc.    Delaware         100.0
    West Pharmaceutical Services of Florida, Inc.       Florida          100.0
    Senetics, Inc.                                      Colorado         100.0
    West International Sales Corporation           U.S. Virgin Islands   100.0
    West Pharmaceutical Services of Delaware, Inc.      Delaware         100.0
      West Pharmaceutical Services Colombia S.A.        Colombia          52.1 (1)
      The West Company Holding GmbH                     Germany          100.0
        The West Company (Custom &                      Germany          100.0
        Specialty Services) GmbH
           The West Company Danmark A/S                 Denmark          100.0
           The West Company Italia S.R.L.               Italy            95.0 (2)
           West Pharmaceutical Services France S.A.     France           99.99(3)
        The West Company Verwaltungs GmbH               Germany          100.0
        The West Company Deutschland GmbH & Co KG       Germany          100.0
           The West Company Hispania S.A.               Spain             27.4(4)
           Pharma-Gummi Beograd                         Yugoslavia        84.7(5)
        The West Company (Mauritius) Ltd.               Mauritius        100.0
West Pharmaceutical Services Group Limited              England          100.0
     West Pharmaceutical Services Drug Delivery &       England          100.0
     Clinical Research Centre Ltd.
     West Pharmaceutical Services Cornwall Ltd.         England          100.0
     Plasmec PLC                                        England          100.0
       West Pharmaceutical Services Lewes Ltd.          England          100.0
The West Company Argentina S.A.                         Argentina        100.0
West Pharmaceutical Services Brasil Ltda.               Brasil           100.0
The West Company Venezuela C.A.                         Venezuela        100.0
The West Company Singapore Pty. Ltd.                    Singapore        100.0
West Pharmaceutical Services Australia Pty. Ltd.        Australia        100.0
West Company Korea Ltd.                                 Korea            100.0

</TABLE>

(1) In addition, 46.16 % is owned directly by West Pharmaceutical Services,
 Inc.; 1.55% is held in treasury by West Pharmaceutical Services Colombia S.A.
(2) In addition, 5 % is owned directly by West Pharmaceutical Services, Inc.
(3) In addition, .01% is owned directly by nine individual shareholders.
(4) In addition, 54.7% is owned directly by West Pharmaceutical Services, Inc.;
 17.9% is owned by one shareholder.
(5) Affiliated company accounted for on the cost basis.

<PAGE>


                                  Schedule 5.5

                              Financial Statements







Annual Reports for the Fiscal Years Ended December 31, 1993 through 1998

<PAGE>

                                  Schedule 5.8



 None

<PAGE>

                                  Schedule 5.11



 None

<PAGE>

                                  SCHEDULE 5.12



                             EMPLOYEE BENEFIT PLANS


Employee Benefit Plans:


 1.       The West Company, Incorporated Salaried Employees' Retirement Plan

 2.       PACO Pharmaceutical Services, Inc. Savings Plan

 3.       The West Company, Incorporated Hourly Employees' Pension Plan

 4.       The West Company Savings Plan

 5.       PACO Pharmaceutical Services, Inc. Retirement Plan
          for Salaried Employees

 6.       The West Company, Incorporated Supplemental Employees' Retirement Plan






ERISA Affiliates:


West Pharmaceutical Services Inc. and all U.S. incorporated  subsidiaries listed
on Schedule 5.4 except West Pharmaceutical Services of Delaware,  Inc., Citation
Plastics Co. and Senetics Inc.

<PAGE>



                                  Schedule 5.14

                                 Use of Proceeds





Refinance existing debt, make acquisitions and General Corporate Purposes


<PAGE>
                                  Schedule 5.15

                             THE WEST COMPANY. INC.
                           CONSOLIDATED DEBT ANALYSIS
                             as of December 31, 1998
                                    ($0OO~s)
<TABLE>
<CAPTION>
<S> .................................    <C>             <C>        <C>      <C>      <C>

                                           SHORT-TERM
                                           AND CURRENT
                                           PORTION OF
                                           LONG-TERM    LONG-TERM     TOTAL    RATE(1) MATURITY
DOMESTIC

Short-Term
   First Union: Interest Rate Swap ....   $  3,000      $      0     $  3,000  6.54%   April, 2001
First Union: Interest Rate Swap .......   $  3,000      $      0     $  3,000  6.78%   July, 2001
First Union: Interest Rate Swap .......   $  3,000      $      0     $  3,000  6.51%   August, 2001
First Union: Revolver .................   $ 16,638      $      0     $ 16,638  5.50%   February, 1999
First Union: .....   GBP 3,950            $  6,554      $      0     $  6,554  8.12%   January, 1999
Total Short Term ........................ $ 32,192      $      0     $ 32,192  6.34%

Long-Term:
Tax Exempt:
Chase Manhattan-Puerto Rico IRB .......   $      0      $  4,771     $  4,771  5.95%   January, 2005
Morgan New York-Kinston, NC IRB .......   $      0      $  6,273     $  6,273  4.30%   October, 2005

Taxable:
City of Kinston, NC-Equipment Purchase ...$    101      $     30     $    131  5.31%   November, 1999
First Union: Revolver ....................$      0      $ 48,362     $ 48,362  5.52%   February, 1999
Paco Convertible Bonds ...................$      0      $  3,340     $  3,340  6.50%   March, 2007

Total Long-Term: .........................$    101      $ 62,776     $ 62,877  5.48%
TOTAL DOMESTIC DEBT ......................$ 32,293      $ 62,776     $ 95,069  5.77%

INTERNATIONAL:

   Short-Term
   First Union: ............... GBP 401   $    665      $      0     $    665  6.35%   May, 1999
   First Union: ............    GBP 204   $    339      $      0     $    339  6.35%   May, 1999
   First Union: GBP 1,288 .............   $  2,137      $      0     $  2,137  6.35%   July, 1999

Total Short-Term ......................   $  3,141      $      0     $  3,141  6.35%

Long-Term:
   Sparkasse: ..............    DEM 851   $    517      $      0     $    517  8.17%   April, 2007
   Sparkasse: ..............    DEM 270   $      0      $    162     $    162  3.50%   March, 2000
   Sparkasse: ..............   DEM 7,320  $      0      $  4,383     $  4,383  8.17%   April, 2007
   Dresdner: ...............   DEM 4,000  $      0      $  2,395     $  2,395  6.80%   June, 2002
   Sparkasse: ..............   DEM 1,500  $      0      $    898     $    898  3.78%   January, 1999
   Dresdner: ..............    DEM 1,000  $      0      $    599     $    599  3.78%   January, 1999
   Dresdner: ...............  DEM 19,218  $      0      $ 11,518     $ 11,518  3.76%   March, 1999
   First Union:GBP 6,950 ..............   $      0      $ 11,533     $ 11,533  7.23%   October, 2003
   First Union:GBP 2,000 ...............  $      0      $  3,319     $  3,319  6.52%   June, 1999
   First Union:GBP 2,000 ...............  $      0      $  3,319     $  3,319  6.45%   June, 1999
   FIH: ...................    DKK 26,784 $    142      $  4,069     $  4,211  6.94%   February, 2016
Total Long-Term .......................   $    659      $ 42,195     $ 42,855  6.10%

TOTAL INTERNATIONAL DEBT: .............   $  3,800      $ 42,195     $ 45,996  6.12%

TOTAL CONSOLIDATED DEBT: ..............   $ 36,093      $104,971     $141,065  5.89%

</TABLE>
<PAGE>

                                                        Schedule 5.15

The West Company, Inc.
Summary of Letters of Credit
as of December31, 1998


   Wachovia Bank, NA.
       Beneficiary:   Zurich Insurance Company
       Amount:      U.S. $1,511,202.00
       Expiration Date: October 1,1999
       Notification Date: August 1,1999 (60 days)
       Annual Fee: 30 basis points or $4,533.61
       Purpose: To guarantee our deductible under the workers
                compensation, general liability and automobile policies.

    PNC Bank
        Beneficiary: Morgan Guaranty Trust Company of New York
       & Nations Bank of North Carolina
        Amount:     U.S. $7,879,110.00
        Expiration Date: December 1,1999
        Notification Date: September 1,1999 (90 days)
        Annual Fee: 65 basis points or $51,214.22
        Purpose: To provide a financial guarantee supporting the
                 remarketing of our industrial revenue bonds.

    Banque Nationale de Paris IJC No. C-21 11
        Beneficiary:  New Jersey Department of Environmental Protection
        Amount:    U.S. $950,000.00
        Expiration Date: December 18, 1999
        Notification Date: August 20,1999 (120 days)
        Annual Fee: 37.5 basis points or $3.61 1.38
        Purpose:    To guarantee the Wayne facility EPA cleanup.

   Banque Nationale de Paris LJC No. C-21 10
         Beneficiary: New Jersey Department of Environmental Protection
         Amount:  U.S. $ 60,750
         Expiration Date: December 17, 1999
         Notification Date: August 20, 1999 (120 days)
         Annual Fee: 37.5 basis points or $230.98
         Purpose:   To guarantee the Newton facility EPA cleanup.

    First Union National Bank
         Beneficiary: Korea Exchange Bank
         Amount:   U.S. $140,000.00
         Expiration Date: Jan. 3, 2000
         Notification Date: Dec 19, 1999(15 days)
         Annual Fee: 125 basis points or $1,750.00
         Purpose:   To guarantee West Company Korea LTD credit facility.

    First Union National Bank
         Beneficiary: WestPac Banking Corporation
         Amount:    AUD 200,000
         Expiration Date: June 17,1999
         Notification Date: April 18. 1999 (60 days)
         Annual Fee: 125 basis points or $1,771.00
         Purpose:   To guarantee West Pharmapackaging PTY LTD credit facility.

    First Union National Bank
         Beneficiary: Zurich American Insurance Group
         Applicant: Paco Pharmaceutical Services. Inc.
         Amount:    USD 735,420.00
         Expiration Date: Dec. 27, 1999
         Notification Date: Nov 27. 1999 (30 days)
         Annual Fee: 30 basis points or $2,236.90
         Purpose:  To guarantee PACO's deductable under the workers
                   compensation policy

    First Union National Bank
         Beneficiary: Zurich American Insurance Group
         Applicant: Paco Pharmaceutical Services, Inc.
         Amount:   USD 539,580.00
         Expiration Date: March 7, 1999
         Notification Date: February 5,1999 (30 days)
         Annual Fee: 30 basis points or $1,618.74
         Purpose: To guarantee Paco's deductable under the workers
                  compensation policy.



<PAGE>                                                        EXHIBIT 1

                                  FORM OF NOTE


                       WEST PHARMACEUTICAL SERVICES, INC.
                           and certain other Obligors

                       6.8 1% SENIOR NOTE DUE APRIL 8,2009
No. R- __________                                            [Date]
$________________                                            PPN_____________

     FOR VALUE RECEIVED, the undersigned,  West Pharmaceutical Services, Inc., a
Pennsylvania  corporation  (herein called the  "Company"),  West  Pharmaceutical
Services of Florida,  Inc., a Florida  corporation  ("West  Florida"),  and West
Pharmaceutical   Services   Lakewood,   Inc.,  a  Delaware   corporation  ("West
Lakewood"), (the Company, West Florida and West Lakewood are referred to herein,
collectively, as the "Obligors"), hereby jointly and severally promise to pay to
___________________________   or  registered  assigns,   the  principal  sum  of
_____________________  DOLLARS  ($_______)  on  April  8,  2009,  with  interest
(computed  on the basis of a 360-day  year and actual days  elapsed)  (a) on the
unpaid  balance  thereof  at the rate of 6.81% per annum  from the date  hereof,
payable quarterly, on the 8th day of each of July, October, January and April in
each year,  commencing with the 8th day of July, October,  January or April next
succeeding the date hereof, until the principal hereof shall have become due and
payable,  and  (b) to the  extent  permitted  by  law  on  any  overdue  payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any  overdue  payment  of any  Make-Whole  Amount  (as  defined  in the Note
Purchase Agreements  referred to below),  payable quarterly as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum from
time to time  equal to the  greater  of (i)  8.81% or (ii) 2.0% over the rate of
interest  publicly  announced by Bank of New York from time to time in New York,
New York as its "base" or "prime" rate.

     Payments  of  principal  of,  interest  on and any  Make-Whole  Amount with
respect  to this Note are to be made in  lawful  money of the  United  States of
America at the address shown in the register  maintained by the Company for such
purpose or at such other place as the Company  shall have  designated by written
notice to the holder of this Note as  provided in the Note  Purchase  Agreements
referred to below.

     This Note is one of a series  of joint and  several  Senior  Notes  (herein
called the "Notes") issued pursuant to separate Note Purchase Agreements,  dated
as  of  April  8,1999  (as  from  time  to  time  amended,  the  "Note  Purchase
Agreements"),  between the Obligors and the respective  Purchasers named therein
and is  entitled  to the  benefits  thereof.  Each  holder  of this Note will be
deemed,  by its  acceptance  hereof,  (i) to have agreed to the  confidentiality
provisions  set forth in Section 20 of the Note Purchase  Agreements and (ii) to
have made the  representation  set  forth in  Section  6.2 of the Note  Purchase
Agreements.

     This  Note is a  registered  Note and,  us  provided  in the Note  Purchase
Agreements,  upon  surrender of this Note for  registration  of  transfer,  duly
endorsed,  or accompanied by a written instrument of transfer duly executed,  by
the  registered  holder  hereof or such  holder's  attorney  duly  authorized in
writing,  a new  Note  for a like  principal  amount  will  be  issued  to,  and
registered  in the  name  of,  the  transferee.  Prior  to due  presentment  for
registration  of transfer,  the Obligors may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving  payment and
for all other  purposes,  and the Obligors will not be affected by any notice to
the contrary.

     The Obligors will make required  prepayments  of principal on the dates and
in the amounts  specified  in the Note  Purchase  Agreements.  This Note is also
subject to optional  prepayment,  in whole or from time to time in part,  at the
times  and on the  terms  specified  in the Note  Purchase  Agreements,  but not
otherwise.

     If an Event of Default, as defined in the Note Purchase Agreements,  occurs
and is  continuing,  the  principal  of this Note may be declared  or  otherwise
become due and payable in the manner,  at the price  (including  any  applicable
Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

     THIS NOTE AND THE NOTE PURCHASE  AGREEMENTS SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE  WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW  PRINCIPALS OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE  APPLICATION  OF THE LAWS OF A  JURISDICTION  OTHER
THAN SUCH STATE.


                                  WEST PHARMACEUTICAL SERVICES, INC.


                                  By:___________________
                                  Name:
                                  Title:

                                  WEST PHARMACEUTICAL SERVICES OF FLORIDA, INC.


                                  By:___________________
                                  Name:
                                  Title:

                                  WEST PHARMACEUTICAL SERVICES LAKEWOOD, INC.



                                  By:______________________
                                  Name:
                                  Title:



                                   Exhibit 1-2
<PAGE>

                                                                EXHIBIT 4.4(a)

               FORM OF OPINION OF SPECIAL COUNSEL TO THE OBLIGORS


                      [Letterhead of Counsel for Obligors]


                                                               April __, 1999


To the Persons Listed on
          Annex 1 hereto

     Re: $100,000,000 6.81% Senior Notes Due 2009, issued by West Pharmaceutical
     Services,  Inc.,  West  Pharmaceutical  Services of Florida,  Inc. and West
     Pharmaceutical Services Lakewood, Inc.

Ladies and Gentlemen:

     We have acted as special counsel to WEST PHARMACEUTICAL  SERVICES,  INC., a
Pennsylvania   corporation  (together  with  its  successors  and  assigns,  the
"Company"), WEST PHARMACEUTICAL SERVICES OF FLORIDA, INC., a Florida corporation
(together  with  its  successors  and  assigns,   "West   Florida"),   and  WEST
PHARMACEUTICAL  SERVICES LAKEWOOD,  INC., a Delaware corporation  (together with
its successors and assigns, "West Lakewood") (the Company, West Florida and West
Lakewood are referred to herein, collectively,  as the "Obligors") in connection
with the  separate  Note  Purchase  Agreements,  each  dated as of April 8, 1999
(collectively,  the "Note Purchase  Agreement"),  among the Obligors and each of
the  purchasers  listed on Annex 1 attached  hereto  (the  "Purchasers"),  which
provide,  among other things, for the issuance and sale by the Obligors of their
6.81% Senior Notes due 2009, in the aggregate  principal amount of $100,000,000.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
respective  meanings  assigned  to them by or  pursuant to the terms of the Note
Purchase Agreement.

     This  opinion is being  furnished  to you at the  request  of the  Obligors
pursuant to Section 4.4(a) of the Note Purchase Agreement.

     In acting as such special counsel,  we have examined  originals,  or copies
otherwise identified to our satisfaction, of the following documents:

          (a) the Note Purchase Agreement;

          (b) the Obligors' 6.81% Senior Notes due 2009,  dated the date hereof,
     in the  form  of  Exhibit  1 to the  Note  Purchase  Agreement,  and in the
     principal amounts and with the registration  numbers respectively set forth
     in Schedule A to the Note Purchase Agreement (the "Notes"); and

          (c) a letter to Hebb & Gitlin  and the  undersigned  from PNC  Capital
     Markets.  Inc., dated the date hereof, making certain  representations with
     respect  to the  manner in which  the  Notes  were  offered  (the  "Offeree
     Letter").

          In addition, we have also examined:  (i) such corporate records of the
     Obligors as we have considered  appropriate,  including certified copies of
     the certificate of incorporation and bylaws of the Obligors and resolutions
     of the boards of directors of the  Obligors,  each as in effect on the date
     hereof; (ii) a long-form good standing  certificate of each of the Obligors
     from their respective  jurisdictions of organization;  and (iii) originals,
     or copies certified or otherwise  identified to our  satisfaction,  of such
     other documents,  records, instruments and certificates of public officials
     as we have  deemed  necessary  or  appropriate  to enable us to render this
     opinion.

          In our  examination  of the  aforesaid  documents,  we  have  assumed,
     without independent  investigation,  the following: (i) the authenticity of
     all  documents  submitted to us as  originals,  (ii) the  conformity of any
     documents  submitted  to  us  as  certified,  photostatic,   reproduced  or
     conformed copies to their respective  originals and the authenticity of all
     such originals,  (iii) the  authenticity of all signatures other than those
     of officers of the Obligors, (iv) the legal capacity of all individuals who
     have  executed  the Note  Purchase  Agreement  and the  Notes,  and (v) the
     enforceability  of the Note Purchase  Agreement  against each party thereto
     other than the  Obligors.  In  addition,  we have assumed that the Obligors
     have  received  fair  consideration  and  reasonably  equivalent  value  in
     exchange for their  execution and delivery of the Note  Purchase  Agreement
     and the Notes.

          In  rendering  our  opinion,  we have  relied,  to the  extent we deem
     necessary and proper, on;

               (i) warranties and  representations as to certain factual matters
          contained in the Note Purchase Agreement; and

               (ii) the Offeree Letter.

     Based on the  foregoing,  and subject to the  assumptions,  exceptions  and
qualifications set forth herein, we are of the opinion that:

     1. Each of the Obligors is duly  organized,  validly  existing  and, to the
extent recognized in such  jurisdiction,  in good standing under the laws of its
jurisdiction of organization, and each Obligor has the requisite corporate power
and  authority to execute and perform the Note  Purchase  Agreement and to issue
the Notes and has the full  corporate  power and corporate  authority to conduct
the  activities in which it now engages and is duly licensed or qualified and is
in good  standing as a foreign  corporation  in each  jurisdiction  in which the
character of the properties  owned or leased by it or the nature of the business
transacted by it makes such licensing or qualification necessary.

     2. Each of the Obligors has the requisite  corporate power and authority to
execute and deliver  each of the Note  Purchase  Agreement  and the Notes and to
perform its obligations thereunder.

     3.  Each of the  Note  Purchase  Agreement  and the  Notes  has  been  duly
authorized by all necessary action on the part of each of the Obligors. has been
executed and delivered by duly  authorized  officers of each of the Obligors and
constitutes  the legal,  valid and binding  obligation  of each of the Obligors,
enforceable against each such Obligor in accordance with its terms.

     4. The execution and delivery of the Note Purchase Agreement and the Notes,
and the issuance and sale of the Notes,  by the Obligors and the  performance by
the Obligors of their  obligations  thereunder  will not (i)  violate,  conflict
with,  result  in a breach  of or  constitute  a default  under,  the  Obligors'
certificates of  incorporation or by-laws or any applicable law or regulation of
the  United  States or the laws of each  Obligors'  respective  jurisdiction  of
organization  or, to the best of our  knowledge  after due  inquiry  in  respect
thereof,  the  agreements  identified  in Annex 2 hereto,  or (ii) result in the
creation or imposition  of any Lien upon any of the Obligors'  properties or the
properties of a Subsidiary.

     5. To the best of our knowledge (based solely on the officers' certificates
of each of the Obligors),  there are no actions, suits or proceedings pending or
threatened  against or affecting the Obligors or any  Subsidiary or any of their
respective  properties  in any court or  before  any  arbitrator  of any kind or
before any Governmental Authority that, individually or in the aggregate,  could
reasonably be expected to have a Material Adverse Effect.

     6. No consent,  approval or authorization  of, or registration,  filing, or
declaration with, any Governmental  Authority of the United States or the States
of  Pennsylvania,  Florida or Delaware is required in connection with the offer,
issue, sale and delivery of the Notes, or the execution, delivery or performance
by the Obligors of the Note Purchase Agreement or the Notes.

     7. The  offering,  issuance,  sale and  delivery  of the  Notes  under  the
circumstances  contemplated  by the Note  Purchase  Agreement  and the Notes are
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended,  and the  qualification of an indenture with respect to the Notes under
the Trust Indenture Act of 1939, as amended,  is not required in connection with
such transactions.

     8.  Neither the  issuance of the Notes nor the intended use of the proceeds
of the Notes as set forth in Schedule 5.14 of the Note Purchase  Agreement  will
violate  Regulations U, T or X of the Board of Governors of the Federal  Reserve
Board.

     9.  No  Obligor  is an  "investment  company"  within  the  meaning  of the
Investment  Company  Act of 1940,  as  amended,  nor is any  Obligor a  "holding
company" or  "affiliate" of a "holding  company," or  "subsidiary  company" of a
"holding  company," or "public utility" within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

     All  opinions  herein  contained  with  respect  to the  enforceability  of
documents and instruments are qualified to the extent that:

          (a)  the  availability  of  equitable   remedies,   including  without
     limitation,  specific  enforcement and injunctive relief, is subject to the
     discretion  of the court  before  which  any  proceedings  therefor  may be
     brought.

          (b) the  enforceability of certain terms provided in the Note Purchase
     Agreement and the Notes may be limited by:

               (i)   applicable   bankruptcy,    reorganization,    arrangement,
          insolvency,  moratorium or similar laws  affecting the  enforcement of
          creditors' rights generally as at the time in effect;

               (ii)  common  law  or  statutory  requirements  with  respect  to
          commercial reasonableness; and

               (iii) general  principles of equity  (regardless  of whether such
          enforceability is considered in a proceeding at law or equity).

          (c) We are not  admitted  to the Bar of the  State  of New  York  and,
     accordingly,  in rendering all opinions with respect to matters governed by
     New York law, we have  assumed  that such law is the same,  in all material
     respects, as the law of the State of Pennsylvania;

          We acknowledge that this opinion is being issued at the request of the
     Obligors  pursuant to Section 4.4(a) of the Note Purchase  Agreement and we
     agree that the  parties  listed on Annex I hereto may rely and are  relying
     hereon in connection with the consummation of the transactions contemplated
     by the Note Purchase  Agreement.  In addition,  future holders of the Notes
     may rely on this opinion as if it were addressed to them.



                                              Very truly yours,



                                             [COUNSEL FOR OBLIGORS]



<PAGE>


                                     ANNEX 1

                                   Addressees



                                Exhibit 4.4(a)-5



<PAGE>

                                                                EXHIBIT 4.4(b)


              FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS


                          [Letterhead of Hebb & Gitlin]

                                                               April   , 1999


To the Persons Listed
on Annex 1 hereto

   Re:    $100,000,000   6.81%   Senior   Notes   Due   2009,   issued  by  West
          Pharmaceutical   Services,   Inc.,  West  Pharmaceutical  Services  of
          Florida, Inc. and West Pharmaceutical Services Lakewood, Inc.

Ladies and Gentlemen:

     Reference is made to the separate  Note  Purchase  Agreements,  dated as of
April 8,  199!)  (collectively,  the  "Note  Purchase  Agreement"),  among  WEST
PHARMACEUTICAL  SERVICES,  INC., a Pennsylvania  corporation  (together with its
successors and assigns, the "Company"), WEST PHARMACEUTICAL SERVICES OF FLORIDA
INC., a Florida  corporation  (together with its  successors and assigns,  "West
Florida"),   and  WEST  PHARMACEUTICAL  SERVICES  LAKEWOOD,   INC.,  a  Delaware
corporation  (together  with its successors  and assigns,  "West  Lakewood")(the
Company, West Florida and West Lakewood are referred to herein, collectively, as
the "Obligors") and each of the purchasers listed on Schedule A attached thereto
(the "Purchasers"), which provide, among other things, for the issuance and sale
by the Obligors of their 6.81% Senior Notes due 2009, in the aggregate principal
amount of $100,000,000. The capitalized terms used herein and not defined herein
have the respective meanings assigned to them by or pursuant to the terms of the
Note Purchase  Agreement.

     We have acted as special  counsel to the Purchasers in connection  with the
transactions  contemplated  by the Note  Purchase  Agreement.  This  opinion  is
delivered to you pursuant to Section 4.4(b) of the Note Purchase  Agreement.  In
acting as such counsel, we have examined:

          (a) the Note Purchase Agreement;

          (b) the Obligors' 6.81% Senior Notes due 2009,  dated the date hereof,
     in the  form  of  Exhibit  1 to the  Note  Purchase  Agreement,  and in the
     principal amounts and with the registration numbers set forth on Schedule A
     to the Note Purchase Agreement (the "Notes");

          (c) an  Officer's  Certificate  of the Company  delivered  pursuant to
     Section 4.3(a) of the Note Purchase Agreement;

          (d) a certificate  of the Secretary of each of the Obligors  delivered
     pursuant to Section 4.3(b) of the Note Purchase Agreement;

          (e) a letter  to Hebb & Gitlin  and  Dechert  Price & Rhoads  from PNC
     Capital Markets, Inc., dated April 1, 1999, making certain  representations
     with respect to the manner in which the Notes were  offered  (the  "Offeree
     Letter");

          (f) the opinion of Dechert  Price & Rhoads,  counsel to the  Obligors,
     dated the date hereof;

          (g) the  opinion of Ruden  McClosky  Smith  Schuster & Russell,  P.A.,
     special Florida counsel to West Florida, dated the date hereof; and

          (h)  originals,  or copies  certified or otherwise  identified  to our
     satisfaction,   of  such  other   documents,   records,   instruments   and
     certificates of public officials as we have deemed necessary or appropriate
     to enable us to render this opinion.

     In our  examination of the aforesaid  documents,  we have assumed,  without
independent investigation,  the following: (i) the authenticity of all documents
submitted to us as originals,  (ii) the conformity of any documents submitted to
us as certified, photostatic, reproduced or conformed copies to their respective
originals and the authenticity of all such originals,  (iii) the authenticity of
all signatures, (iv) the legal capacity of all individuals who have executed any
of the Note Purchase  Agreement and the Notes, and (v) the enforceability of the
Note Purchase  Agreement against each party thereto other than the Obligors.  In
addition, we have assumed that the Obligors have received fair consideration and
reasonably  equivalent value in exchange for their execution and delivery of the
Note Purchase Agreement and the Notes.

     In rendering our opinion,  we have relied,  to the extent we deem necessary
and proper, on:

               (i) warranties and  representations as to certain factual matters
          contained in the Note Purchase Agreement;

               (ii) the Offeree Letter; and

               (iii) said opinions of Dechert Price & Rhoads and Ruden  McClosky
          Smith  Schuster & Russell,  P.A.  referred  to in clauses  (f) and (g)
          above with respect to all questions concerning the valid existence and
          good  standing of, and the  authorization,  execution  and delivery of
          instruments  by,  each of the  Obligors  (except  that we have made an
          independent  examination of certified  copies of the  certificates  or
          articles  of  incorporation  of  the  Obligors  and  the  certificates
          specified in clause (d) above), and our conclusions as to such matters
          are  subject  to  the  same  assumptions  and  qualifications  as  are
          contained in said  opinions.  Based on such  investigation  as we have
          deemed appropriate,  such opinions of Dechert Price & Rhoads and Ruden
          McClosky Smith Schuster & Russell, P.A. satisfactory in scope and form
          to us  and in our  opinion  the  Purchasers  and we are  justified  in
          relying  thereon.

               Based on the foregoing, we are of the following opinions:

               1. Each of the Obligors is validly  existing and in good standing
          under the laws of its jurisdiction of organization.

               2. Each of the Obligors  has the  requisite  corporate  power and
          authority to execute and deliver each of the Note  Purchase  Agreement
          and the Notes and to perform its obligations thereunder.

               3.  Each of the Note  Purchase  Agreement  and the Notes has been
          duly authorized by all necessary  corporate action on the part of each
          of the Obligors,  has been  executed and delivered by duly  authorized
          officers of each of the Obligors and constitutes the legal,  valid and
          binding obligation of each such Obligor, enforceable against each such
          Obligor in accordance with its terms.

               4. The execution and delivery of the Note Purchase  Agreement and
          the Notes, and the issuance and sale of the Notes, by the Obligors and
          the performance by such Obligors of their obligations  thereunder will
          not  violate,  conflict  with,  result in a breach of or  constitute a
          default   under,   such   Obligors'   certificates   or   articles  of
          incorporation or by-laws.

               5. No  consents,  approvals  or  authorizations  of  Governmental
          Authorities are required on the part of the Obligors under the laws of
          the United  States of  America or the State of New York in  connection
          with  the  offer,  issue,  sale  and  delivery  of the  Notes,  or the
          execution,  delivery  or  performance  by the  Obligors  of  the  Note
          Purchase  Agreement or the Notes.  Our opinion in this  paragraph 5 is
          based  solely on a review of generally  applicable  laws of the United
          States of America and New York, and not on any search with respect to,
          or review of, any orders,  decrees,  judgments or other determinations
          specifically applicable to the Obligors.

               6. The offering,  issuance,  sale and delivery of the Notes under
          the circumstances  contemplated by the Note Purchase Agreement and the
          Notes are exempt from the registration  requirements of the Securities
          Act of 1933, as amended,  and the  qualification  of an indenture with
          respect  to the  Notes  under  the  Trust  Indenture  Act of 1939,  as
          amended, is not required in connection with such transactions.

               All opinions herein contained with respect to the  enforceability
          of documents and instruments are qualified to the extent that:

               (a) the  availability of equitable  remedies,  including  without
          limitation,  specific enforcement and injunctive relief, is subject to
          the discretion of the court before which any proceedings  therefor may
          be brought; and

               (b) certain terms provided in the Note Purchase Agreement and the
          Notes may be limited by

                         i) applicable bankruptcy, reorganization,  arrangement,
                    insolvency,   moratorium  or  similar  laws   affecting  the
                    enforcement of creditors' rights generally as at the time in
                    effect; and

                         (ii)  general   principles  of  equity  (regardless  of
                    whether such enforceability is considered in a proceeding at
                    law or equity).

     We express no opinion as to the law of any jurisdiction  other than the law
of New  York,  the laws of  Pennsylvania,  Florida  and  Delaware  (but  only in
reliance on the  opinions  of Dechert  Price & Rhoads and Ruden  McClosky  Smith
Schuster & Russell, P.A.), and United States federal law.

     Subsequent  holders  of the  Notes may rely on this  opinion  as if it were
addressed to them.


                                        Very truly yours,

<PAGE>

                                     ANNEX 1
                                   Addressees



The Prudential Insurance Company of America
do Prudential Capital Group
One Gateway Center, 11th Floor
Newark, New Jersey 07102-5311

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
3rd Floor, Tower 2

Englewood, CO 80111

The Great-West life Assurance Company
100 Osborne Street North
Winnipeg, Manitoba
CANADA R3C 3M

Mutual of Omaha Insurance Company
4-Investment Loan Administration
Mutual of Omaha Plaza
Omaha, NE 68175-1011

GE Financial Assurance
Account: General Electric Capital Assurance Company
Two Union Square
601 Union Street
Seattle, WA 98101

GE Financial Assurance
Account: GE life and Annuity Assurance Company
Two Union Square
601 Union Street
Seattle, WA 98101

Jackson National life Insurance Company
PPM America, Inc.
225 West Wacker Drive, Suite 1200
Chicago, IL 60606-1228


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(C)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>





                                CREDIT AGREEMENT


     CREDIT  AGREEMENT,  dated as of July 26,  2000,  among WEST  PHARMACEUTICAL
SERVICES,  INC., a  Pennsylvania  corporation  (the  "Company"),  the direct and
indirect   subsidiaries  of  the  Company  from  time  to  time  parties  hereto
(collectively,   the  "Borrowers"),   the  several  banks  and  other  financial
institutions  from  time to time  parties  hereto  (the  "Banks")  and PNC BANK,
NATIONAL  ASSOCIATION,  as agent for the Banks hereunder (in such capacity,  the
"Agent").


                              W I T N E S S E T H:

     In consideration of the promises and the agreements  hereinafter set forth,
and  intending to be legally bound  hereby,  the parties  hereto hereby agree as
follows:


                             SECTION 1. DEFINITIONS

     1.1 Defined Terms.  As used in this  Agreement,  the following  terms shall
have the following meanings:

     "Affected Bank": has the meaning assigned to such term in Section 2.24.

     "Affiliate":  as to  any  Person,  any  other  Person  which,  directly  or
indirectly,  through one or more intermediaries,  controls, or is controlled by,
or is under common control with, such Person and any member,  director,  officer
or employee of any such Person. For purposes of this definition, "control" shall
mean the power,  directly or  indirectly,  either to (a) vote 10% or more of the
securities  having  ordinary  voting power for the election of directors of such
Person or (b) direct or in effect  cause the  direction  of the  management  and
policies of such Person whether by contract or otherwise.

     "Agreement":  this Credit Agreement, as amended,  supplemented or otherwise
modified from time to time.

     "Applicable  Margin":  for any LIBOR Loan on any date,  the  percentage per
annum set forth  below in the  column  entitled  364 Day  Facility  or Five Year
Facility,  as  applicable,  opposite  the  Leverage  Ratio  shown  on  the  last
Compliance  Certificate  delivered  by the  Borrowers  to the Agent  pursuant to
subsection 5.2(b) prior to such date:

<TABLE>
<CAPTION>
       <S>      <C>                      <C>                <C>
       Level    Leverage Ratio            364 Day Facility  Five Year Facility

       I        Less than or equal to           0.50%             0.475%
                0.35 to 1.0

       II       Less than or equal to 0.45      0.60%             0.575%
                to 1.0 but greater than
                0.35 to 1.0

       III      Greater than 0.45 to 1.0        0.825%            0.80%
</TABLE>

; provided,  however,  that (a)  adjustments,  if any, to the Applicable  Margin
resulting  from a change in the Leverage  Ratio shall be effective five Business
Days after the Agent has  received a  Compliance  Certificate,  (b) in the event
that no Compliance  Certificate has been delivered for a fiscal quarter prior to
the last  date on which it can be  delivered  without  violation  of  subsection
5.2(b),  the Applicable Margin from such date until such Compliance  Certificate
is actually delivered shall be that applicable under Level III, (c) in the event
that the actual Leverage Ratio for any fiscal quarter is subsequently determined
to be greater than that set forth in the Compliance  Certificate for such fiscal
quarter,  the Applicable  Margin shall be recalculated for the applicable period
based upon such actual Leverage Ratio and (d) anything in this definition to the
contrary  notwithstanding,   until  receipt  by  the  Agent  of  the  Compliance
Certificate  for the fiscal  quarter ending  September 30,  2000, the Applicable
Margin shall be that applicable under Level III. Any additional  interest on the
Loans  resulting  from the operation of clause (c) above shall be payable by the
Borrowers  jointly and severally to the Banks within five (5) days after receipt
of a written demand therefor from the Agent.

     "Application":  in respect of each  Letter of Credit  issued by the Issuing
Bank, an application,  in such form as the Issuing Bank may specify from time to
time, requesting issuance of such Letter of Credit.

     "Assignment and Acceptance": an assignment and acceptance entered into by a
Bank and a Purchasing  Bank, and accepted by the Agent, in the form of Exhibit B
attached hereto, or such other form as shall be approved by the Agent.

     "Base Rate": for any day, a rate per annum (rounded upwards,  if necessary,
to the next  1/100th of 1%) 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
one  half of one  percent  (0.5%).  If for  any  reason  the  Agent  shall  have
determined (which  determination shall be conclusive absent manifest error) that
it is unable to  ascertain  the  Federal  Funds  Effective  Rate for any reason,
including the inability or failure of the Agent to obtain sufficient  quotations
in  accordance  with  the  definition  of such  term,  the  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 Base Rate due to a change in the Prime Rate or the  Federal  Funds
Effective  Rate shall be effective on the  effective  date of such change in the
Prime Rate or the Federal Funds Effective Rate, as the case may be.

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

     "Borrowers'  Representative":  has the  meaning  assigned  to such  term in
Section 2.20.

     "Borrowing  Date":  any  Business  Day on which a Loan is to be made at the
request of the Borrowers under this
Agreement.

     "Business  Day": a day other than a Saturday,  Sunday or other day on which
commercial banks in Philadelphia, Pennsylvania are authorized or required by law
to close and  (a) with  respect to  advances  or  payments of Loans or any other
matters  relating to Loans  denominated in an Optional  Currency,  such day also
shall be a day on which dealings in deposits in the relevant  Optional  Currency
are carried on in the applicable interbank market,  (b) with respect to advances
or payments of Loans denominated in an Optional Currency, such day shall also be
a day on which all  applicable  banks into which Loan  proceeds may be deposited
are open for business and foreign  exchange markets are open for business in the
principal  financial center of the country of such currency and (c) with respect
to  advances  of LIBOR  Loans made in Dollars or any other  matters  relating to
LIBOR  Loans made in  Dollars,  such day shall also be a day on which  banks are
open for dealings in dollar deposits in the London Interbank Market.

     "Capital  Lease" at any time,  a lease with  respect to which the lessee is
required  to  recognize  the  acquisition  of an asset and the  incurrence  of a
liability in accordance with GAAP.

     "Capital Lease  Obligations":  at any time,  the amount of the  obligations
under  Capital  Leases  which  would be shown at such time as a  liability  on a
consolidated  balance  sheet of the  Company and its  consolidated  Subsidiaries
prepared in accordance with GAAP.

     "Capital  Stock":  any and all shares,  interests,  participations or other
equivalents (however designated) of capital stock of a corporation,  any and all
equivalent  ownership  interests in a Person (other than a corporation)  and any
and all warrants or options to purchase any of the foregoing.

     "Change  of  Control":  an  event or  series  of  events  by which  (a) any
"person" or "group"  (as such terms are  defined in Sections  13(d) and 14(d) of
the Securities  Exchange Act of 1934, as amended,  and the rules and regulations
promulgated  thereunder),  is or becomes the  "beneficial  owner" (as defined in
Rules 13d-3 and 13d-5 under such  Exchange  Act,  except that a Person  shall be
deemed to have "beneficial ownership" of all shares that any such Person has the
right to acquire  without  condition,  other than passage of time,  whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly,  of more than 30% of the total voting power of the then  outstanding
Voting Stock of the Company, or (b) from and after the date hereof,  individuals
who on the  date  hereof  constitute  the  Board  of  Directors  of the  Company
(together  with any new directors  whose  election by such Board of Directors or
whose nomination for election by the shareholders of the Company was approved by
a vote of a majority  of the  directors  then  still in office  who were  either
directors on the date hereof or whose  election or  nomination  for election was
previously  so  approved)  cease for any reason to  constitute a majority of the
Board of Directors of the Company then in office.

     "Closing Date": the first date on which all of the conditions precedent set
forth in Section 4.1 have been  satisfied or waived by the Agent,  which date is
July 26, 2000.

     "Closing  Fee":  the closing fee in the amount of $185,625,  payable by the
Borrowers to the Agent in Dollars,  for distribution to the Banks based on their
respective Ratable Share of the Total Commitments.

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

     "Commitments": the 364 Day Commitments and/or the Five Year Commitments, as
the context may require.

     "Commonly Controlled Entity": an entity, whether or not incorporated, which
is under common  control with the Company  within the meaning of Section 4001 of
ERISA or is part of a group which includes the Company and which is treated as a
single employer under Section 414(b), (c), (m) or (o) of the Code.

     "Compliance  Certificate":  has  the  meaning  assigned  to  such  term  in
subsection 5.2(b).

     "Computation  Date":  has the meaning  assigned to such term in  subsection
2.6(a).

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

     "Costs": has the meaning assigned to such term in subsection 2.16(d).

     "Declining  Bank's 364 Day Maturity Date": has the meaning assigned to such
term in subsection 2.14(d)(i).

     "Default":  any of the events  specified in  Section 7,  whether or not any
requirement  for the giving of notice,  the lapse of time, or both, or any other
condition precedent therein set forth, has been satisfied.

     "Distribution":   in  respect  of  any  Person,   (a)  dividends  or  other
distributions  on Capital Stock of such Person (except  distributions in Capital
Stock of such Person);  (b) the  redemption or acquisition of such Capital Stock
or of warrants,  rights or other  options to purchase such Capital Stock (except
when solely in exchange for Capital Stock of such  Person);  and (c) any payment
on  account  of, or the  setting  apart of any  assets  for a  sinking  or other
analogous fund for, the purchase,  redemption,  defeasance,  retirement or other
acquisition  of any share of any class of  Capital  Stock of such  Person or any
warrants or options to purchase any such Capital Stock.

     "Dollar  Equivalent":  with  respect  to any  amount of any  currency,  the
Equivalent Amount of such currency expressed in Dollars.

     "Dollar Equivalent Facility Usage": (a) as to the 364 Day Facility,  at any
time the Dollar  Equivalent amount of all 364 Day Loans then outstanding and (b)
as to the Five Year Facility,  at any time the sum of (i) the Dollar  Equivalent
amount of all Five Year Loans and the  aggregate  amount of all Swing Line Loans
then outstanding, and (ii) the Letter of Credit Obligations then outstanding.

     "Dollars"  and "$":  dollars in lawful  currency  of the  United  States of
America.
     "EBIT":  shall mean, for any period,  consolidated net income (or net loss)
plus the sum of (a) interest expense,  (b) income tax expense, (c) extraordinary
or  unusual  losses or other  losses  not  incurred  in the  ordinary  course of
business,  (d) any non-cash  charge against net income required to be recognized
in  connection  with the issuance of capital  stock to employees  (whether  upon
lapse of vesting  restrictions,  exercise of employee  options or otherwise) and
(e) any  non-cash  charge  against  net  income  required  to be  recognized  in
connection  with employee  pension plans, in each case to the extent included in
the calculation of consolidated net income,  less extraordinary or unusual gains
or other gains not incurred in the ordinary  course of business  included in the
calculation of consolidated net income,  in each case determined for the Company
and its  Subsidiaries  on a consolidated  basis in accordance with GAAP for such
period.
     "Environmental Laws": any and all Federal,  state, local or municipal laws,
rules,  orders,  regulations,  statutes,  ordinances,  codes, decrees or binding
requirements  of any  Governmental  Authority,  or  binding  Requirement  of Law
regulating, relating to or imposing liability or standards of conduct concerning
protection of the environment, as now or may at any time hereafter be in effect.

     "Equivalent  Amount":  at any  time,  as  determined  by the  Agent  (which
determination  shall be conclusive  absent manifest  error),  with respect to an
amount of any currency (the "Reference  Currency") which is to be computed as an
equivalent amount of another currency (the "Equivalent Currency"), the amount of
such  Equivalent  Currency  converted  from such  Reference  Currency  using the
average spot rate quoted to the Agent (based on the market rates then prevailing
and  available  to the Agent) or the  commercial  market  rate of  exchange,  as
determined  by the  Agent,  for the sale of such  Equivalent  Currency  for such
Reference  Currency at a time determined by the Agent on the second Business Day
immediately preceding the event for which such calculation is made.

     "Equivalent  Currency":  has  the  meaning  assigned  to  such  term in the
definition of Equivalent Amount.

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

     "Euro": Euro units.

     "Eurocurrency Rate Reserve Percentage":  the maximum percentage  (expressed
as a decimal  rounded  upward to the nearest  1/100 of 1%) as  determined by the
Agent which is in effect during any relevant  period:  (i) as  prescribed by the
Board  of  Governors  of the  Federal  Reserve  System  (or any  successor)  for
determining  the reserve  requirements  (including  supplemental,  marginal  and
emergency reserve  requirements) with respect to eurocurrency funding (currently
referred to as "Eurocurrency  Liabilities") of a member bank in such System; and
(ii) to be  maintained  by a Bank as  required  for reserve  liquidity,  special
deposit,  or a similar purpose by any governmental or monetary  authority of any
country or political  subdivision thereof (including any central bank),  against
(A) any category of liabilities  that includes  deposits by reference to which a
LIBOR Rate is to be  determined,  or (B) any  category of extension of credit or
other assets that includes Loans or Tranches to which a LIBOR Rate applies.

     "Event of Default": any of the events specified in Section 7, provided that
any  requirement  for the giving of notice,  the lapse of time,  or both, or any
other condition, has been satisfied.

     "Existing Credit Agreement":  the Credit Agreement,  dated as of August 28,
1995,  among  certain of the  Borrowers,  First Union  National  Bank  (formerly
CoreStates Bank, N.A.), as agent, and the banks and financial  institutions from
time to time parties thereto, as heretofore  amended,  supplemented or otherwise
modified.

     "Extension  Request":  has the meaning  assigned to such term in subsection
2.14(d)(i).

     "Extensions of Credit":  the collective reference to Loans made and Letters
of Credit issued under this Agreement.

     "Facilities": the 364 Day Facility and the Five Year Facility.

     "Facility Fees":  those certain fees payable to the Banks on the Facilities
as described in subsection 2.7(a).

     "Facility Fee Rate": for any Facility on any date, the percentage per annum
set forth below in the column  entitled 364 Day Facility or Five Year  Facility,
as  applicable,  opposite  the  Leverage  Ratio  shown  on the  last  Compliance
Certificate  delivered  by the  Borrowers  to the Agent  pursuant to  subsection
5.2(b) prior to such date:
<TABLE>
<CAPTION>
  <S>          <C>                       <C>                <C>
   Level       Leverage Ratio            364 Day Facility   Five Year Facility

   I           Less than or equal to             0.125%           0.15%
               0.35 to 1.0

   II          Less than or equal to 0.45        0.15%            0.175%
               to 1.0 but greater than
               0.35 to 1.0

   III        Greater than 0.45 to 1.0           0.175%            0.20%
</TABLE>

; provided,  however,  that, (a)  adjustments,  if any, to the Facility Fee Rate
resulting  from a change in the Leverage  Ratio shall be effective five Business
Days after the Agent has  received a  Compliance  Certificate,  (b) in the event
that no Compliance  Certificate has been delivered for a fiscal quarter prior to
the last  date on which it can be  delivered  without  violation  of  subsection
5.2(b),  the Facility Fee Rate from such date until such Compliance  Certificate
is actually delivered shall be that applicable under Level III, (c) in the event
that the actual Leverage Ratio for any fiscal quarter is subsequently determined
to be greater than that set forth in the Compliance  Certificate for such fiscal
quarter,  the Facility Fee Rate shall be recalculated for the applicable  period
based upon such actual Leverage Ratio and (d) anything in this definition to the
contrary  notwithstanding,   until  receipt  by  the  Agent  of  the  Compliance
Certificate  for the fiscal quarter ending  September 30, 2000, the Facility Fee
Rate shall be that applicable under Level III. Any additional  Facility Fee that
is due to the Banks  resulting  from the  operation of clause (c) above shall be
payable  by the  Borrowers  jointly  and  severally  within  five (5) days after
receipt of a written demand therefor from the Agent.

     "Federal Funds Effective  Rate":  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 for any day which is a Business Day, the average of the
quotations  for the day of such  transactions  received  by the Agent from three
Federal funds brokers of recognized standing selected by it.

     "Fee Letter": the letter, dated May 31, 2000, from the Agent to the Company
relating to the payment of certain  fees and  expenses  in  connection  with the
transactions contemplated hereby, as amended, supplemented or otherwise modified
from time to time.

     "Five Year  Bank":  at any time,  the Bank or Banks  which at that time are
obligated,  subject to the terms of this Agreement,  to make Five Year Loans, to
issue or  participate  in Letters of Credit and to make or  participate in Swing
Line Loans (or, at any time after the Five Year  Commitments  shall have expired
or been  terminated,  any Bank that has Five Year  Loans then  outstanding  or a
participation in Letters of Credit or Swing Line Loans then outstanding).

     "Five Year  Commitment":  as to any Five Year Bank,  the obligation of such
Bank to make Five Year Loans, to issue and/or acquire participating interests in
Letters of Credit  hereunder and to make or participate in Swing Line Loans,  in
an aggregate Dollar  Equivalent amount at any one time outstanding not to exceed
the amount set forth  opposite such Bank's name on  Schedule I  hereto under the
caption "Five Year  Commitment," as the same may be changed from time to time in
accordance  with  the  provisions  of  this  Agreement   and/or  any  applicable
Assignment and Acceptance.
     "Five Year  Commitment  Percentage":  as to any Five Year Bank at any time,
the  percentage  which  such  Bank's  Five Year  Commitment  constitutes  of the
aggregate  Five Year  Commitments of all Five Year Banks at such time (or at any
time after the Five Year  Commitments  shall have  expired  or  terminated,  the
percentage which the amount of such Bank's Five Year Exposure constitutes of the
aggregate amount of the Five Year Exposure of all Five Year Banks at such time).

     "Five Year  Commitment  Period":  the period  from and  including  the date
hereof to but not including the Five Year Termination Date.

     "Five Year Exposure": as to any Five Year Bank at any date, an amount equal
to the sum of (a) the aggregate Dollar  Equivalent amount of all Five Year Loans
made by such  Bank  then  outstanding,  (b) such  Bank's  Five  Year  Commitment
Percentage of the Letter of Credit  Obligations  then  outstanding  and (c) such
Bank's  Five Year  Commitment  Percentage  of the amount of the Swing Line Loans
then outstanding.

     "Five Year Facility":  the revolving credit facility  pursuant to which the
Five Year Banks have committed to make Five Year Loans,  to issue and/or acquire
participating   interests  in  Letters  of  Credit  hereunder  and  to  make  or
participate in Swing Line Loans.

     "Five   Year   Loans":   has  the   meaning   assigned   to  such  term  in
subsection 2.1(b).

     "Five Year Notes": has the meaning assigned to such term in Section 2.3, as
the same may be amended, supplemented or otherwise modified from time to time.

     "Five Year Termination  Date": with respect to the Five Year Facility,  the
earlier  of (a) July 25,  2005 and (b) the date the Five  Year  Commitments  are
terminated as provided herein.

     "Foreign Borrower": shall mean any Borrower organized under the laws of any
jurisdiction  other  than the United  States of  America  or one of its  states,
commonwealths or territories or the District of Columbia.

     "Foreign Subsidiary": shall mean any Subsidiary organized under the laws of
any  jurisdiction  other than the United States of America or one of its states,
commonwealths or territories or the District of Columbia.

     "GAAP":  at any time with respect to the  determination of the character or
amount  of any  asset  or  liability  or  item  of  income  or  expense,  or any
consolidation or other accounting  computation,  generally  accepted  accounting
principles  as in effect in the  United  States on the date of, or at the end of
the  period  covered  by,  the  financial  statements  from  which  such  asset,
liability,  item of income, or item of expense,  is derived,  or, in the case of
any such computation, as in effect on the date when such computation is required
to be determined, consistently applied.

     "Governmental  Acts":  has the meaning  assigned to such term in subsection
2.8(j).

     "Governmental  Authority":  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.

     "Guaranty  Obligation":  as to any  Person,  any  guarantee  of  payment or
performance by such Person of any  Indebtedness or other obligation of any other
Person,  or any  agreement to provide  financial  assurance  with respect to the
financial  condition,  or the payment of the  obligations  of, such other Person
(including, without limitation, purchase or repurchase agreements, reimbursement
agreements  with  respect  to  letters  of  credit  or  acceptances,   indemnity
arrangements, grants of security interests to support the obligations of another
Person,  keepwell agreements and take-or-pay or through-put  arrangements) which
has the effect of assuring or holding  harmless  any third  Person  against loss
with respect to one or more obligations of such third Person; provided, however,
the term Guaranty  Obligation shall not include  endorsements of instruments for
deposit or  collection  in the ordinary  course of  business.  The amount of any
Guaranty  Obligation  of any  Person  shall be  deemed to be the lower of (a) an
amount equal to the stated or determinable  amount of the primary  obligation in
respect of which such Guaranty Obligation is made and (b) the maximum amount for
which such contingently liable Person may be liable pursuant to the terms of the
instrument  embodying such Guaranty  Obligation,  unless such primary obligation
and the maximum amount for which such  contingently  liable Person may be liable
are not  stated or  determinable,  in which  case the  amount  of such  Guaranty
Obligation  shall  be  such  contingently  liable  Person's  maximum  reasonably
anticipated  liability in respect  thereof as  determined by the Company in good
faith. Guaranty Obligations of any Person shall include the amount of any future
"earn-out" or similar payments to be made to any other Person in connection with
a Permitted Acquisition whether or not the same are reflected as indebtedness on
the financial statements of the contingently liable Person.

     "Indebtedness": of any Person at any date, without duplication:

     (a) all  indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services (other than trade liabilities incurred in
the  ordinary  course  of  business  not more  than 60 days  overdue  (or  being
contested in good faith) and payable in accordance  with  customary  practices),
including earn-outs and similar obligations,

     (b) any other indebtedness which is evidenced by a note, bond, debenture or
similar instrument,

     (c) all Capital Lease Obligations of such Person,

     (d) all  obligations  of such Person in respect of  outstanding  letters of
credit,  acceptances  and  similar  obligations  created for the account of such
Person,

     (e) all  liabilities  secured  by any  Lien on any  property  owned by such
Person even though such Person has not assumed or  otherwise  become  liable for
the payment thereof,

     (f) all redemption obligations, prior to the Five Year Termination Date, in
respect of Redeemable preferred stock of such Person,

     (g) net  liabilities  of such Person under  interest  rate cap  agreements,
interest rate swap agreements,  foreign currency  exchange  agreements,  netting
agreements and other hedging  agreements or arrangements  (calculated on a basis
satisfactory to the Agent and in accordance with accepted practice),

     (h) withdrawal liabilities of such Person or any Commonly Controlled Entity
under a Plan, and

     (i) all Guaranty  Obligations of such Person with respect to liabilities of
a type described in any of clauses (a) through (h) of this definition.

     The  Indebtedness  of any Person  shall  include  any  Indebtedness  of any
partnership in which such Person is the general partner.

     "Insolvency":  with respect to any  Multiemployer  Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

     "Insolvent": pertaining to a condition of Insolvency.

     "Intellectual Property": has the meaning ascribed thereto in Section 3.16.

     "Interest  Coverage Ratio":  for any period, the ratio of (a) EBIT plus 50%
of depreciation and amortization  expense to (b) interest expense,  in each case
for  the  Company  and  its  Subsidiaries  for  such  period,  determined  on  a
consolidated basis in accordance with GAAP.

     "Interest Payment Date": (a) as to any Base Rate Loan, the last day of each
calendar quarter while such Loan is outstanding, (b) as to any LIBOR Loan having
an  Interest  Period  of three  months  or less,  the last day of such  Interest
Period, and (c) as to any LIBOR Loan having an Interest Period longer than three
months,  the day which is (i) three months after the first day of such  Interest
Period and (ii) the last day of such Interest Period.

     "Interest Period": with respect to any LIBOR Loan:

     (a) initially the period commencing on the borrowing or continuation  date,
as the case may be, with respect to such LIBOR Loan and ending one,  two,  three
or six months  thereafter,  as  selected  by the  Borrowers  in their  Notice of
Borrowing, given with respect thereto; and

     (b)  thereafter,  each  period  commencing  on the  last  day  of the  next
preceding  Interest  Period  applicable  to such LIBOR Loan and ending one, two,
three or six months  thereafter,  as selected by the  Borrowers  by  irrevocable
notice to the Agent in a Notice of Borrowing  not less than three  Business Days
prior to the last day of the then current  Interest Period with respect thereto;
provided, that the foregoing provisions relating to Interest Periods are subject
to the following:

          (i) if any  Interest  Period  would end on a day other than a Business
     Day, such Interest Period shall be extended to the next succeeding Business
     Day  unless  such  next  succeeding  Business  Day  would  fall in the next
     calendar  month,  in which case such Interest  Period shall end on the next
     preceding Business Day;

          (ii) with respect to LIBOR Loans,  any Interest  Period 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 a calendar month;

          (iii) with respect to 364 Day Loans that are LIBOR Loans,  no Interest
     Period shall extend  beyond the 364 Day  Termination  Date or any Declining
     Bank's 364 Day Maturity Date; and

          (iv) with respect to Five Year Loans that are LIBOR Loans, no Interest
     Period shall extend beyond the Five Year Termination Date.

          "Issuing Bank": PNC Bank, National Association,  or such other Bank as
     designated  by the  Company  to be the  Issuing  Bank and  approved  by the
     Required Banks, in its capacity as issuer of any Letter of Credit.

          "Joinder and Assumption Agreement": a Joinder and Assumption Agreement
     substantially  in  the  form  of  Exhibit D  hereto  pursuant  to  which  a
     Subsidiary shall join this Agreement and other Loan Documents,  as amended,
     supplemented or otherwise modified from time to time.

          "Law": any law (including common law), constitution,  statute, treaty,
     regulation,  rule, ordinance,  opinion, release, ruling, order, injunction,
     writ, decree or award of any Governmental Authority.

          "Lending  Office":  the  lending  office (s) of the Banks set forth on
     Schedule  I hereto  or  notice  of which  has  been  given to the  Agent in
     accordance with the provisions of this Agreement.

          "Letter  of  Credit":  has  the  meaning  assigned  to  that  term  in
     subsection 2.8(a).

          "Letter of Credit Coverage  Requirement":  with respect to each Letter
     of Credit at any time,  102% of the maximum  amount  available  to be drawn
     thereunder  at  such  time  (determined   without  regard  to  whether  any
     conditions to drawing could be met at such time).

          "Letter  of Credit  Fee":  has the  meaning  assigned  to that term in
     subsection 2.8(b).

          "Letter of Credit Fee Rate": on any date, the percentage per annum set
     forth  below  opposite  the  Leverage  Ratio  shown on the last  Compliance
     Certificate  delivered by the Borrowers to the Agent pursuant to subsection
     5.2(b) prior to such date:

<TABLE>
<CAPTION>
         <S>               <C>                       <C>
         Level             Leverage Ratio            Letter of Credit Fee Rate

         I                 Less than or equal to                  0.475%
                           0.35 to 1.0

         II                Less than or equal to 0.45             0.575%
                           to 1.0 but greater than
                           0.35 to 1.0

         III               Greater than 0.45 to 1.0               0.80%
</TABLE>

; provided,  however, that (a) adjustments,  if any, to the Letter of Credit Fee
Rate  resulting  from a change in the  Leverage  Ratio shall be  effective  five
Business Days after the Agent has received a Compliance Certificate,  (b) in the
event that no Compliance  Certificate  has been  delivered for a fiscal  quarter
prior  to the  last  date on  which it can be  delivered  without  violation  of
subsection  5.2(b),  the  Letter of Credit  Fee Rate from such date  until  such
Compliance  Certificate is actually  delivered  shall be that  applicable  under
Level  III,  (c) in the event  that the  actual  Leverage  Ratio for any  fiscal
quarter is  subsequently  determined  to be  greater  than that set forth in the
Compliance  Certificate for such fiscal  quarter,  the Letter of Credit Fee Rate
shall be recalculated for the applicable  period based upon such actual Leverage
Ratio and (d) anything in this definition to the contrary notwithstanding, until
receipt by the Agent of the Compliance Certificate for the fiscal quarter ending
September 30, 2000, the Letter of Credit Fee Rate shall be that applicable under
Level III.  Any  additional  fees on the  Letters of Credit  resulting  from the
operation  of clause (c) above  shall be payable by the  Borrowers  jointly  and
severally  to the Banks within five (5) days after  receipt of a written  demand
therefor from the Agent. "Letter of Credit Obligations":  at any time, an amount
equal to the sum of (a) 100% of the maximum  amount  available to be drawn under
all Letters of Credit  outstanding  at such time  (determined  without regard to
whether  any  conditions  to  drawing  could  be met at such  time)  and (b) the
aggregate  amount of drawings  under  Letters of Credit which have not then been
reimbursed pursuant to subsection 2.8(d)(i).

     "Letter of Credit Participant":  in  respect of each Letter of Credit, each
Five Year Bank (other than the Issuing  Bank) in its capacity as the holder of a
participating interest in such Letter of Credit.

     "Leverage Ratio": on any date (a) Total Debt on such date to (b) the sum of
(i) Total Debt on such date and (ii)  shareholders'  equity on such date for the
Company and its  Subsidiaries  determined on a consolidated  basis in accordance
with GAAP.

     "LIBOR Loan":  any Loan bearing  interest at a rate determined by reference
to the LIBOR Rate.

     "LIBOR Rate":

     (a) with  respect to Loans in Dollars  comprising  any Tranche to which the
LIBOR  Rate  applies  for any  Interest  Period,  the  interest  rate per  annum
determined by the Agent by dividing (the  resulting  quotient  rounded upward to
the nearest 1/100th of 1% per annum) (i) the rate of interest  determined by the
Agent in accordance  with its usual  procedures  (which  determination  shall be
conclusive  absent  manifest error) to be the London  interbank  offered rate of
interest per annum appearing on Telerate display page 3750 or such other display
page on the Telerate  System as may replace such page  evidencing  quotes by the
British  Bankers'  Association  (or  appropriate  successor  or, if the  British
Bankers'  Association  or  its  successor  ceases  to  provide  such  quotes,  a
comparable  replacement  determined by the Agent) at  approximately  11:00 a.m.,
London  time,  two (2)  Business  Days  prior to the first day of such  Interest
Period for an amount  comparable to such Tranche and having a borrowing date and
a maturity  comparable  to such  Interest  Period by (ii) a number equal to 1.00
minus the  Eurocurrency  Rate  Reserve  Percentage.  Such LIBOR Rate may also be
expressed by the following formula:


                                   Telerate page 3750 quoted by British Bankers'
            LIBOR Rate =           Association or appropriate successor
                                   1.00 - Eurocurrency Rate Reserve Percentage

The LIBOR  Rate  shall be  adjusted  with  respect  to any LIBOR Loan in Dollars
outstanding on the effective date of any change in the Eurocurrency Rate Reserve
Percentage as of such effective  date. The Agent shall give prompt notice to the
Borrowers of the LIBOR Rate as determined  or adjusted in  accordance  herewith,
which determination shall be conclusive absent manifest error.

     (b) with respect to Loans in an Optional Currency comprising any Tranche to
which the LIBOR Rate applies for any  Interest  Period,  the  interest  rate per
annum determined by Agent by dividing (the resulting  quotient rounded upward to
the  nearest  1/100th  of 1% per  annum)  (i) the  rate of  interest  per  annum
determined  by  the  Agent  in  accordance  with  its  usual  procedures  (which
determination  shall be  conclusive  absent  manifest  error)  to be the rate of
interest per annum for deposits in the relevant  Optional Currency which appears
on the  relevant  Telerate  Page (or, if no such  quotation is available on such
Telerate Page, on the appropriate  Reuters Screen) at  approximately  9:00 a.m.,
Philadelphia time, two (2) Business Days prior to the first day of such Interest
Period for delivery on the first day of such Interest  Period for a period,  and
in an amount,  comparable to such Interest  Period and principal  amount of such
Tranche ("Optional Currency Euro Rate") by (ii) a number equal to 1.00 minus the
Eurocurrency Rate Reserve  Percentage.  Such LIBOR Rate may also be expressed by
the following formula:

                  LIBOR Rate   =               Optional Currency  Euro Rate
                                       1 - Eurocurrency Rate Reserve Percentage

The LIBOR Rate shall be adjusted  with  respect to any LIBOR Loan in an Optional
Currency  outstanding  on the effective  date of any change in the  Eurocurrency
Rate Reserve  Percentage as of such effective  date. The Agent shall give prompt
notice  to the  Borrowers  of the  LIBOR  Rate  as  determined  or  adjusted  in
accordance  herewith,  which  determination  shall be conclusive absent manifest
error. The LIBOR Rate for any Loans in an Optional  Currency shall be based upon
the LIBOR Rate for the currency in which such Loans are requested.

     "Lien":   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  Documents":  this Agreement,  the Notes,  the Joinder and Assumption
Agreements and the Applications, as the same may be supplemented or amended from
time to time in accordance  herewith or therewith,  and Loan Document shall mean
any of the Loan Documents.

     "Loans": the collective reference to the 364 Day Loans, the Five Year Loans
and the Swing Line Loans.

     "Material  Adverse Effect":  a material adverse effect on (a) the business,
operations,  property or condition  (financial  or otherwise) of the Company and
its Subsidiaries  taken as a whole, (b) the ability of the Company and the other
Borrowers to perform their  obligations  under this Agreement,  the Notes or any
other Loan Document or (c) the validity or enforceability of this Agreement, the
Notes or any of the other Loan  Documents or the rights or remedies of the Agent
or the Banks hereunder or thereunder.

     "Materials of Environmental  Concern": 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
biphynels, and ureaformaldehyde insulation.

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

     "New Provisions": has the meaning assigned to such term in Section 5.11.

     "Note  Purchase  Agreement":  means that certain Note  Purchase  Agreement,
dated as of April 8, 1999,  between the Company,  certain other  obligors  party
thereto and the purchasers party thereto, as amended,  supplemented or otherwise
modified from time to time.

     "Notes":  means the Five Year  Notes,  the 364 Day Notes and the Swing Line
Note.

     "Notice of  Borrowing":  with  respect to a Loan of any Type, a notice from
the Borrowers in respect of such Loan,  containing the information in respect of
such Loan and  delivered to the Agent,  in the manner and by the time  specified
pursuant to the terms  hereof.  A form of the Notice of  Borrowing  for Loans is
attached hereto as Exhibit C.

     "Optional  Currency":  each of the  following  currencies:  French  Francs,
Deutsche Marks, British Pounds Sterling,  Euros, and any other currency approved
by Agent pursuant to subsection 2.6(d).

     "Original Currency": has the meaning assigned to such term in Section 2.19.

     "Other Currency": has the meaning assigned to such term in Section 2.19.

     "Other Taxes": has the meaning assigned to such term in subsection 2.17(b).

     "Participant": has the meaning assigned to such term in subsection 9.6(f).

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

     "Permitted  Acquisition":  an  acquisition  by a  Borrower  of the stock or
assets of a Person,  provided that: at the time that any definitive agreement is
entered  into in  respect  of such  acquisition,  no Default or Event of Default
shall exist or would exist if such  acquisition  were  consummated on such date;
provided  further,  no less than five (5) days  prior to  consummating  any such
acquisition  in  which  the  aggregate   consideration  paid  by  the  Borrowers
(including  payments  under  non-compete  arrangements  and  assumption of debt)
exceeds $20,000,000, the Borrowers shall deliver to the Agent a certificate of a
Responsible  Officer  certifying to the Agent and the Banks that no such Default
or Event of Default exists or would exist if such  acquisition  were consummated
on such date.

     "Permitted Liens":  (a) any Liens for current taxes,  assessments and other
governmental charges not yet due and payable or being contested in good faith by
the Company or any Subsidiary by appropriate  proceedings and for which adequate
reserves  have  been  established  by the  Company  and  its  Subsidiaries  on a
consolidated basis as reflected in its financial statements;

     (b) any mechanic's, landlord's, materialman's, carrier's, warehousemen's or
similar  Liens  for  sums not yet due or being  contested  in good  faith by the
Company or any  Subsidiary by  appropriate  proceedings  and for which  adequate
reserves  have  been  established  by the  Company  and  its  Subsidiaries  on a
consolidated  basis as reflected in its  financial  statements;

     (c) easements,  rights-of-way,  restrictions and other similar encumbrances
on the real  property or fixtures of the Company or any  Subsidiary  incurred in
the ordinary  course of business which  individually or in the aggregate are not
substantial in amount and which do not in any case  materially  detract from the
value of the property  subject thereto or interfere with the ordinary conduct of
the business of the Company or any Subsidiary;

     (d) Liens (other than Liens imposed on any property of the Borrowers or any
ERISA  Affiliate  pursuant  to ERISA or  Section 412  of the Code)  incurred  or
deposits made in the ordinary course of business,  including Liens in connection
with  workers'  compensation,  unemployment  insurance and other types of social
security  and Liens to secure  performance  of tenders,  statutory  obligations,
surety and appeal bonds,  bids, leases that are not Capital Leases,  performance
bonds, sales contracts and other similar obligations, in each case, not incurred
in connection with the obtaining of credit or the payment of a deferred purchase
price, and which do not, in the aggregate, result in a Material Adverse Effect;

     (e) Liens on tangible  property (or any  improvement  thereon)  acquired or
constructed  by the Company or any  Subsidiary  after the Closing Date to secure
Indebtedness of the Company or such Subsidiary  incurred in connection with such
acquisition or construction; provided that:

          (i) no such Lien shall extend to or cover any property  other than the
     property (or improvement  thereon) being acquired or constructed;

          (ii) the  principal  amount of the  Indebtedness  secured  by any such
     Lien,   together  with  the  aggregate   principal   amount  of  all  other
     Indebtedness secured by Liens on such property, shall not exceed the lesser
     of (A) an amount  equal to the fair  market  value (as  determined  in good
     faith  by the  Board of  Directors  of the  Company)  of such  property  so
     acquired or constructed  and (B) the cost to the Company or such Subsidiary
     of such property (or improvement thereon) so acquired or constructed, and;

          (iii) such Lien shall be created  concurrently with or within 120 days
     after such acquisition or the substantial completion of such construction;

     (f) Liens existing on real property or equipment of a Subsidiary which Lien
existed at the time of the  acquisition of such  Subsidiary and, for a period of
ninety (90) days from the date of acquisition of such Subsidiary, Liens upon any
other personal property of such Subsidiary;

     (g) Liens existing upon the date hereof as set forth in Schedule II hereto;

     (h) judgment  and other  similar  Liens  arising in  connection  with court
proceedings, in existence less than thirty (30) days after entry thereof or with
respect to which execution has been stayed or the payment of which is covered in
full  (subject  to  a  customary   deductible)  by  insurance   maintained  with
responsible  insurance  companies  and the  claims  secured  thereby  are  being
actively contested in good faith and by appropriate legal proceedings;

     (i) Liens in favor of any governmental  agency or authority for the purpose
of  financing,  through  industrial  revenue bonds or notes,  the  construction,
acquisition or purchase of facilities, or machinery,  equipment or other assets,
or of any air, water or solid waste pollution  control  facilities to be used in
connection with any such property;

     (j) other  Liens  incidental  to the  conduct  of the  Borrowers'  or their
Subsidiaries'  businesses  conducted in the ordinary course  (including  without
limitation, Liens on goods securing trade letters of credit issued in respect of
importation of goods in the ordinary course of business) or the ownership of any
Borrower's or its  Subsidiaries'  property and assets which were not incurred in
connection  with the  borrowing of money or the  obtaining of advances or credit
and  which do not in the  aggregate  materially  detract  from the value of such
Borrower's or such Subsidiary's  property or assets or materially impair the use
thereof in its business;

     (k) Liens in favor of the Company or another  Borrower on the assets of any
of its Subsidiaries; and

     (l) Liens on assets of Foreign  Subsidiaries  securing  Indebtedness  in an
aggregate amount not to exceed at any time $15,000,000.

     "Person":  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": at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which the  Company  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.

     "Preferred Stock": means, in respect of any corporation,  shares of Capital
Stock of such  corporation  that are entitled to preference or priority over any
other shares of the Capital Stock of such  corporation  in respect of payment of
dividends or distribution of assets upon liquidation.

     "Prime Rate":  the rate of interest per annum publicly  announced from time
to time by PNC Bank,  National  Association  as its prime  rate in effect at its
principal  office in Philadelphia,  Pennsylvania;  each change in the Prime Rate
shall be effective on the date such change is publicly announced as effective.

     "Principal  Office":  the main banking office of the Agent in Philadelphia,
Pennsylvania.

     "Priority Debt": at any time, without  duplication (a) all Indebtedness and
Preferred Stock of Subsidiaries  (other than Indebtedness of any Subsidiary owed
to,  or  Preferred  Stock  of  any  Subsidiary  held  by,  the  Company  or  any
Wholly-Owned  Subsidiary,   and  Indebtedness  of  any  Subsidiary  which  is  a
Borrower), plus (b) all Indebtedness of a Subsidiary secured by a Lien permitted
under clause (g) of the definition of Permitted Lien.

     "Properties":  the  collective  reference to the  facilities and properties
owned, leased or operated by the Company or any of its Subsidiaries.

     "Publication  500":  has the meaning  assigned  to such term in  subsection
2.8(f).

     "Purchase Money Security  Interest":  Liens upon tangible personal property
securing  loans to the  Borrowers or deferred  payments by the Borrowers for the
purchase of such tangible personal property, in each case securing amounts which
do not exceed  the  purchase  price of the  property  subject  to such  security
interests.

     "Purchasing  Bank":  has the meaning  assigned  to such term in  subsection
9.6(b).

     "Ratable  Share":  (a) with  respect to 364 Day Loans,  such Bank's 364 Day
Commitment  Percentage and (b) with respect to Five Year Loans, such Bank's Five
Year Commitment Percentage.

     "Redeemable": with respect to the preferred stock of any Person, each share
of such Person's preferred stock that is: (a) redeemable, payable or required to
be purchased or otherwise  retired or extinguished  or convertible  into debt of
such Person (i) at a fixed or determinable date, whether by operation of sinking
fund or otherwise,  (ii) at the option of any Person other than such Person,  or
(iii) upon the  occurrence  of a condition not solely within the control of such
Person; or (b) convertible into other Redeemable preferred stock of such Person.

     "Reference  Currency":  has  the  meaning  assigned  to  such  term  in the
definition of Equivalent Amount.

     "Regulation  U":  Regulation  U of the Board of  Governors  of the  Federal
Reserve  System as from time to time in effect,  and all  official  rulings  and
interpretations thereunder or thereof.

     "Regulation  X":  Regulation  X of the Board of  Governors  of the  Federal
Reserve  System as from time to time in effect,  and all  official  rulings  and
interpretations thereunder or thereof.

     "Reimbursement  Obligation":  in  respect  of each  Letter of  Credit,  the
obligation  of the Borrowers to reimburse the Issuing Bank for all drawings made
thereunder in accordance with subsection  2.8(d)(i) and the Application  related
to such Letter of Credit for amounts drawn under such Letter of Credit.

     "Reorganization":  with respect to any  Multiemployer  Plan,  the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA.

     "Replacement  Bank":  has the meaning  assigned to such term in  subsection
2.14(d)(ii).

     "Reportable Event": any of the events set forth in Section 4043(c)(1), (2),
(4), (5), (6), (10) and (13) of ERISA.

     "Required  Banks":  at any time,  those Banks which are then in  compliance
with their obligations hereunder holding (a) 51% of the Total Commitments (other
than the  Swing  Line  Commitment)  of such  Banks or (b) in the event the Total
Commitments shall have expired or been terminated,  51% of the Total Exposure of
such Banks.

     "Requirement  of Law":  as to any Person,  the Articles or  Certificate  of
Incorporation and By-Laws or other organizational or governing documents of such
Person,  and  any  law,  treaty,  rule  or  regulation  or  determination  of an
arbitrator or a court or other Governmental Authority, in each case binding upon
such  Person  or any of its  property  or to  which  such  Person  or any of its
property is subject.

     "Responsible  Officer":  with respect to any Borrower,  the chief executive
officer,  president,  treasurer,  controller or chief financial  officer of such
Borrower.  Unless otherwise qualified, all references to a "Responsible Officer"
in this Agreement shall refer to a Responsible Officer of the Company.

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

     "Subsidiary": as to any Person, a corporation,  partnership 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
be 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 Agreement shall refer to a Subsidiary or Subsidiaries of
the Company.

     "Swing  Line  Bank":  PNC Bank,  National  Association,  and any  successor
thereto, or any other Bank to which the Swing Line Commitment is assigned.

     "Swing  Line  Commitment":  the  obligation  of the Swing Line Bank to make
Swing  Line  Loans in an  aggregate  amount at any one time  outstanding  not to
exceed the amount set forth  opposite  the Swing Line  Bank's name on Schedule I
hereto  under the caption  "Swing Line  Commitment",  as the same may be changed
from time to time in accordance with the provisions of this Agreement and/or any
applicable Assignment and Acceptance.

     "Swing Line  Conversion  Date":  has the  meaning  assigned to such term in
subsection 2.1(d)(iv).

     "Swing Line  Loan":  has the  meaning  assigned to such term in  subsection
2.1(d)(i).

     "Swing Line  Note":  has the  meaning  assigned to such term in  subsection
2.1(d)(iii).

     "Swing  Line  Repayment  Date":  has the  meaning  assigned to such term in
subsection 2.1(d)(ii).

     "Taxes": has the meaning assigned to such term in Section 2.17.

     "Total Commitments": the 364 Day Commitments, the Five Year Commitments and
the Swing Line Commitment.

     "Total Commitment  Percentage":  as to any Bank at any time, the percentage
which such Bank's 364 Day Commitment and Five Year Commitment  then  constitutes
of the aggregate 364 Day Commitments and Five Year Commitments at such time (or,
at any time after the Total  Commitments  shall have expired or terminated,  the
percentage which the amount of such Bank's Total Exposure bears to the aggregate
amount of the Total Exposure of all the Banks at such time).

     "Total  Debt":  at any date,  without  duplication,  the  aggregate  of all
Indebtedness  of the Company and its  Subsidiaries  determined on a consolidated
basis  (including the current  portion  thereof and the undrawn stated amount of
any Letters of Credit then outstanding), other than (but only to the extent that
the  following  would not be included  on a  consolidated  balance  sheet of the
Company  and  its   Subsidiaries  at  such  date):   (a)  earn-outs  or  similar
obligations, (b) Indebtedness described in clauses (g) and (h) of the definition
of "Indebtedness",  and (c) Guaranty  Obligations in respect of the Indebtedness
described in clauses (a) and (b) above.

     "Total Exposure": as to any Bank at any date, an amount equal to the sum of
its (a) Five Year Exposure and (b) the aggregate Dollar Equivalent amount of all
364 Day Loans made by such Bank then outstanding.

     "Tranche":  specified  portions of Loans  outstanding  as follows:  (a) any
Loans to which a LIBOR Rate applies which become  subject to the same LIBOR Rate
under the same  Notice of  Borrowing  and which have the same  Interest  Period,
which are  denominated  either in Dollars or in the same  Optional  Currency and
under the same Facility shall  constitute  one Tranche,  and (b) all Loans under
the same Facility to which the Base Rate applies shall constitute one Tranche.

     "Type":  when  used in  respect  of any  Loan,  shall  refer to the Rate by
reference to which  interest on such Loan is  determined.  For purposes  hereof,
"Rate" shall include the LIBOR Rate and the Base Rate.

     "Voting  Stock":  Capital  Stock of any class or  classes  of a Person  the
holders of which are ordinarily,  in the absence of  contingencies,  entitled to
elect a majority of the directors (or Persons performing similar functions).

     "Wholly-Owned Subsidiary":  at any time, any Subsidiary one hundred percent
(100%) of all of the equity securities (except directors' qualifying shares) and
Voting  Stock of which are owned by any one or more of the Company and its other
Wholly-Owned Subsidiaries at such time.

     "Year 2000 Problem": has the meaning assigned to such term in Section 3.20.

     "364 Day  Banks":  at any  time,  the Bank or Banks  which at that time are
obligated, subject to the terms of this Agreement, to make 364 Day Loans (or, at
any time after the 364 Day  Commitments  shall have expired or been  terminated,
any Bank that has 364 Day Loans then outstanding).

     "364 Day  Commitment":  as to any 364 Day Bank, the obligation of such Bank
to make 364 Day Loans in an aggregate Dollar  Equivalent  amount at any one time
outstanding  not to exceed the amount set forth  opposite  such  Bank's  name on
Schedule I  hereto  under the caption "364 Day  Commitment,"  as the same may be
changed from time to time in accordance  with the  provisions of this  Agreement
and/or any applicable Assignment and Acceptance.

     "364 Day  Commitment  Percentage":  as to any 364 Day Bank at any time, the
percentage which such Bank's 364 Day Commitment constitutes of the aggregate 364
Day Commitments at such time (or at any time after the 364 Day Commitments shall
have expired or terminated, the percentage which the aggregate Dollar Equivalent
amount of such  Bank's 364 Day Loans  then  outstanding  bears to the  aggregate
Dollar Equivalent amount of all 364 Day Loans then outstanding).

     "364 Day Commitment Period":  the period from and including the date hereof
to but not including the 364 Day Termination Date.

     "364 Day Facility": the revolving credit facility pursuant to which the 364
Day Banks have committed to make 364 Day Loans.

     "364   Day   Loans":   has  the   meaning   assigned   to   such   term  in
subsection 2.1(a).

     "364 Day Notes":  has the meaning  assigned to such term in Section 2.3, as
the same may be amended, supplemented or otherwise modified from time to time.

     "364 Day  Termination  Date":  with  respect to the 364 Day  Facility,  the
earlier of (a) July 24, 2001 or such later date to which the 364 Day Termination
Date shall have been extended pursuant to subsection  2.14(d) hereof and (b) the
date the 364 Day Commitments are terminated as provided herein.

                  1.2      Other Definitional Provisions.

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

     (b) As used  herein and in the Notes and the other Loan  Documents,  and in
any certificate or other document made or delivered  pursuant hereto or thereto,
accounting  terms  relating to the Company and its  Subsidiaries  not defined in
Section 1.1 and  accounting  terms partly  defined in Section 1.1, to the extent
not defined, shall have the respective meanings given to them under GAAP.

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

     (d) The meanings given to terms defined in this Agreement  shall be equally
applicable to both the singular and plural forms of such terms.

                    SECTION 2. LOANS AND TERMS OF COMMITMENTS

     2.1 The Loans.

     (a) 364 Day Facility.  Subject to the terms and conditions hereof, each 364
Day Bank  severally  agrees to make  revolving  credit  loans  under the 364 Day
Facility  in either  Dollars or one or more  Optional  Currencies  (the "364 Day
Loans") to the  Borrowers on a joint and several  basis from time to time during
the 364 Day Commitment  Period in an aggregate  principal amount at any one time
outstanding  not to  exceed  the  amount  of such  Bank's  364  Day  Commitment;
provided,  that (i) after giving  effect to each such 364 Day Loan the aggregate
Dollar  Equivalent  amount of 364 Day Loans from such Bank shall not exceed such
Bank's  364 Day  Commitment,  and (ii) no 364 Day Loan to  which  the Base  Rate
applies shall be made in an Optional  Currency.  The 364 Day  Commitments may be
terminated  or reduced from time to time  pursuant to Section  2.14.  Within the
foregoing limits, the Borrowers may during such Commitment Period borrow,  repay
and reborrow under the 364 Day  Commitments,  subject to and in accordance  with
the terms and limitations hereof.

     (b) Five Year Facility.  Subject to the terms and conditions  hereof,  each
Five Year Bank severally  agrees to make  revolving  credit loans under the Five
Year Facility in either  Dollars or one or more Optional  Currencies  (the "Five
Year  Loans") to the  Borrowers  on a joint and several  basis from time to time
during the Five Year Commitment  Period in an aggregate  principal amount at any
one  time  outstanding  not to  exceed  the  amount  of such  Bank's  Five  Year
Commitment;  provided, that (i) after giving effect to each such Five Year Loan,
the aggregate  Dollar  Equivalent  amount of outstanding Five Year Loans made by
such Bank shall not exceed (x) such  Bank's Five Year  Commitment  minus (y) the
sum of such Bank's Ratable Share (based on its Five Year Commitment  Percentage)
of the  amount of Swing  Line  Loans  and  Letter  of  Credit  Obligations  then
outstanding,  and (ii) no Five Year Loan to which the Base Rate applies shall be
made in an Optional  Currency.  The Five Year  Commitments  may be terminated or
reduced from time to time pursuant to Section 2.14. Within the foregoing limits,
the  Borrowers  may during the Five Year  Commitment  Period  borrow,  repay and
reborrow under the Five Year Commitments,  subject to and in accordance with the
terms and limitations hereof.

     (c) Type of Loans.  The 364 Day Loans and the Five Year Loans may from time
to time be (i) LIBOR Loans, (ii) Base Rate Loans or (iii) a combination thereof,
as determined  by the  Borrowers  and notified to the Agent in  accordance  with
Sections 2.4 and 2.5; provided, that no Loan shall be made as a LIBOR Loan after
the date that is one  month  prior to the 364 Day  Termination  Date or the Five
Year Termination Date, as the case may be.

     (d) Swing Line Loans.(i)  Subject to the terms and conditions  hereof,  the
Swing Line Bank may in its  discretion  make  swing  line loans in Dollars  (the
"Swing  Line  Loans") to the  Borrowers  from time to time  during the Five Year
Commitment Period in an aggregate  outstanding principal amount up to the amount
of the Swing Line  Commitment  for periods not to exceed seven days as requested
by the Borrowers and agreed to by the Swing Line Bank; provided,  that, no Swing
Line Loan shall be made if, after giving effect to the making of such Swing Line
Loan and the simultaneous application of the proceeds thereof, (x) the aggregate
amount of all outstanding  Swing Line Loans plus the aggregate Dollar Equivalent
amount of all  outstanding  Five Year  Loans  plus the  aggregate  amount of the
Letter of Credit Obligations then outstanding, would exceed the aggregate amount
of the Five Year  Commitments  of all of the Banks or (y) the  aggregate  Dollar
Equivalent amount of all Five Year Loans made by a Bank plus such Bank's Ratable
Share (based on its Five Year Commitment Percentage) of the amount of Swing Line
Loans and Letter of Credit  Obligations then  outstanding  would exceed its Five
Year Commitment.  Within the foregoing limits, the Borrowers may during the Five
Year  Commitment  Period  borrow,  repay  and  reborrow  under  the  Swing  Line
Commitment,  subject to and in accordance with the terms and limitations hereof.
The  interest  rate for a Swing  Line Loan  shall be the rate  that is  mutually
agreed by the Borrowers and the Swing Line Bank at the time such Swing Line Loan
is made or, absent such an agreement, at the Base Rate.

     (ii) The Borrowers may request a Swing Line Loan to be made on any Business
Day.  Each  request  for a Swing  Line Loan  shall be in the form of a Notice of
Borrowing (or a request by telephone  immediately confirmed in writing, it being
understood  that the Swing Line Bank may rely on the authority of any individual
making such telephonic  request without the necessity of receipt of such written
confirmation)  and  received  by the Agent not later  than  twelve  o'clock noon
(12:00)  (Philadelphia  time) on the  Business Day such Swing Line Loan is to be
made, specifying in each case (i) the amount to be borrowed,  (ii) the requested
borrowing  date,  and (iii) the date such Swing  Line Loan is to be  repaid,  if
applicable  (the "Swing Line Repayment  Date").  The request for such Swing Line
Loan shall be  irrevocable.  Provided that all applicable  conditions  precedent
contained herein have been satisfied,  the Swing Line Bank shall, not later than
4:00 p.m.,  Philadelphia  time, on the date specified in the Borrowers'  request
for such Swing Line Loan,  make such Swing Line Loan by crediting the Borrowers'
deposit  account  with the  Swing  Line  Bank or as  otherwise  directed  by the
Borrowers.

     (iii) The  obligation  of the Borrowers to repay the Swing Line Loans shall
be  evidenced  by a  promissory  note of the  Borrowers  dated the date  hereof,
payable to the order of the Swing Line Bank in the principal amount of the Swing
Line  Commitment  and  substantially  in the form of  Exhibit  A-3 (as  amended,
supplemented or otherwise modified from time to time, the "Swing Line Note").

     (iv) Swing Line Loans  shall be repaid on the  earlier of (1) the Five Year
Termination  Date, (2) the Swing Line Repayment Date for such Swing Line Loan or
(3) the  seventh day after the date such Swing Line Loan was made (any such date
being the  "Swing  Line  Conversion  Date").  Unless  the  Borrowers  shall have
notified the Agent prior to 11:00 a.m.,  Philadelphia  time,  on such Swing Line
Conversion  Date that the  Borrowers  intend to repay  such Swing Line Loan with
funds other than the proceeds of a Five Year Loan, the Borrowers shall be deemed
to have given  notice to the Agent  requesting  the Five Year Banks to make Five
Year Loans  which  shall earn  interest  at the Base Rate in effect on the Swing
Line  Conversion  Date in an aggregate  amount equal to the amount of such Swing
Line Loan plus interest  thereon,  and subject to  satisfaction or waiver of the
conditions  specified in  Section 4.2,  the Five Year Banks shall,  on the Swing
Line  Conversion  Date,  make Five Year Loans,  which shall earn interest at the
Base Rate,  in an  aggregate  amount equal to the amount of such Swing Line Loan
plus interest  thereon,  the proceeds of which shall be applied  directly by the
Agent to repay  the  Swing  Line Bank for such  Swing  Line  Loan  plus  accrued
interest thereon; and provided,  further, that if for any reason the proceeds of
such Five Year Loans are not  received  by the Swing Line Bank on the Swing Line
Conversion  Date in an  aggregate  amount equal to the amount of such Swing Line
Loan plus accrued interest, the Borrowers shall reimburse the Swing Line Bank on
the day immediately following the Swing Line Conversion Date, in same day funds,
in an amount  equal to the excess of the amount of such Swing Line Loan over the
aggregate amount of such Five Year Loans, if any, received plus accrued interest
thereon.

     (v) In the event that the Borrowers shall fail to repay the Swing Line Bank
as provided in this  Section  2.1(d) in an amount  equal to the amount  required
under Section 2.1(d), the Agent shall promptly notify each Five Year Bank of the
unpaid   amount  of  such  Swing  Line  Loan  and  of  such  Bank's   respective
participation  therein in an amount  equal to such Bank's pro rata share of such
Swing Line Loan (based on its Five Year Commitment  Percentage).  Each Five Year
Bank shall  make  available  to the Agent for  payment to the Swing Line Bank an
amount equal to its respective  participation therein, in same day funds, at the
office  of the Agent  specified  in such  notice,  not later  than  11:00  a.m.,
Philadelphia  time,  on the Business Day after the date the Agent  notifies each
Bank. In the event that any Five Year Bank fails to make  available to the Agent
the  amount of such  Bank's  participation  in such  unpaid  amount as  provided
herein,  the Swing Line Bank shall be entitled to recover  such amount on demand
from such Bank together  with interest  thereon at a rate per annum equal to the
Federal Funds  Effective  Rate for each day during the period  between the Swing
Line  Conversion  Date and the date on  which  such  Bank  makes  available  its
participation  in such unpaid amount.  The failure of any Bank to make available
to the Agent its pro rata share of any such unpaid  amount shall not relieve any
other Bank of its  obligations  hereunder to make available to the Agent its pro
rata share of such unpaid amount on the Swing Line  Conversion  Date.  The Agent
shall  distribute  to each Bank which has paid all  amounts  payable by it under
this Section  2.1(d) with  respect to the unpaid  amount of any Swing Line Loan,
such  Bank's  pro rata  share of all  payments  received  by the Agent  from the
Borrowers in repayment of such Swing Line Loan when such  payments are received.
Notwithstanding  anything to the contrary  herein,  each Bank which has paid all
amounts  payable by it under this  Section  2.1(d)  shall have a direct right to
repayment of such  amounts  from the  Borrowers  subject to the  procedures  for
repaying  Banks set forth in this Section  2.1(d) and the  provisions of Section
9.8.

     (vi) In the event the Five Year  Commitments  are  terminated in accordance
with the terms  hereof,  the Swing  Line  Commitment  shall  also be  terminated
automatically.  In the event the  Borrowers  reduce the Five Year  Commitment to
less than the Swing Line Commitment, the Swing Line Commitment shall immediately
be  reduced  to an amount  equal to the Five Year  Commitment.  In the event the
Borrowers reduce the Five Year Commitment to less than the outstanding principal
amount of the Swing Line Loans, the Borrowers shall immediately repay the amount
by which the  outstanding  Swing Line Loans exceeds the Swing Line Commitment as
so reduced plus accrued interest thereon.

     (vii) At no time shall there be more than two outstanding Swing Line Loans.
Each Swing Line Loan shall be in an original  principal  amount of $100,000 or a
whole multiple thereof.

     (viii) The Borrowers shall have the right at any time and from time to time
to prepay the Swing Line Loans, in whole or in part,  without premium or penalty
(but in any event subject to Section  2.18),  upon prior  written,  facsimile or
telephonic  notice  to the  Swing  Line  Bank  given  no later  than  1:00 p.m.,
Philadelphia  time,  on the date of any  proposed  prepayment.  Each  notice  of
prepayment  shall specify the Swing Line Loan to be prepaid and the amount to be
prepaid,  shall be  irrevocable  and shall  commit the  Borrowers to prepay such
amount on such date,  with accrued  interest  thereon and any amounts owed under
Section 2.18 hereof.

     2.2 Nature of Banks'  Obligations with Respect to Loans. Each Bank shall be
obligated to  participate  in each request for Loans  pursuant to Section 2.4 in
accordance with its Ratable Share with respect to the applicable  Facility.  The
obligations  of each Bank  hereunder  are  several.  The  failure of any Bank to
perform  its  obligations  hereunder  shall not  affect the  obligations  of the
Borrowers to any other party nor shall any other party be liable for the failure
of any Bank to  perform  its  obligations  hereunder.  The Banks  shall  have no
obligation to make 364 Day Loans  hereunder on or after the 364 Day  Termination
Date or to make Five Year  Loans or Swing  Line  Loans on or after the Five Year
Termination Date.

     2.3 Notes.

     (a) The 364 Day Loans  made by each 364 Day Bank  shall be  evidenced  by a
promissory note of the Borrowers, substantially in the form of Exhibit A-1, with
appropriate  insertions  as to  payee,  date and  principal  amount  (a "364 Day
Note"), payable to the order of such Bank and in a principal amount equal to the
amount of the initial 364 Day Commitment of such Bank; provided,  however,  that
the principal amount of each 364 Day Loan made in an Optional  Currency shall be
paid by the  Borrowers in such  Optional  Currency.  Each 364 Day Bank is hereby
authorized  to record the date,  currency,  Type and amount of each 364 Day Loan
made by such  Bank,  each  continuation  thereof,  each  conversion  of all or a
portion  thereof  to  another  Type,  the date and  amount  of each  payment  or
prepayment of principal  thereof and, in the case of LIBOR Loans,  the length of
each  Interest  Period with  respect  thereto,  on the  schedule  annexed to and
constituting  a part  of its 364  Day  Note,  and  any  such  recordation  shall
constitute  prima facie evidence of the accuracy of the information so recorded,
provided,  that the failure of any 364 Day Bank to make such recordation (or any
error in such  recordation)  shall not affect the  obligations  of the Borrowers
hereunder  or under such 364 Day Note.  Each 364 Day Note shall (a) be dated the
Closing Date,  (b) be stated to mature on the 364 Day  Termination  Date and (c)
provide for the payment of interest in accordance with Sections 2.9 and 2.10.

     (b) The Five Year Loans made by each Five Year Bank shall be evidenced by a
promissory note of the Borrowers, substantially in the form of Exhibit A-2, with
appropriate  insertions  as to payee,  date and  principal  amount (a "Five Year
Note"), payable to the order of such Bank and in a principal amount equal to the
amount of the initial Five Year Commitment of such Bank; provided, however, that
the principal  amount of each Five Year Loan made in an Optional  Currency shall
be paid by the  Borrowers  in such  Optional  Currency.  Each  Five Year Bank is
hereby  authorized  to record the date,  currency,  Type and amount of each Five
Year Loan made by such Bank, each continuation  thereof,  each conversion of all
or a portion  thereof to another  Type,  the date and amount of each  payment or
prepayment of principal  thereof and, in the case of LIBOR Loans,  the length of
each  Interest  Period with  respect  thereto,  on the  schedule  annexed to and
constituting  a part of its  Five  Year  Note,  and any such  recordation  shall
constitute  prima facie evidence of the accuracy of the information so recorded,
provided,  that the failure of any Five Year Bank to make such  recordation  (or
any error in such recordation) shall not affect the obligations of the Borrowers
hereunder  or under such Five Year Note.  Each Five Year Note shall (a) be dated
the Closing Date, (b) be stated to mature on the Five Year  Termination Date and
(c) provide for the payment of interest  in  accordance  with  Sections  2.9 and
2.10.

     (c) The Swing Line Loans shall be evidenced by the Swing Line Note, payable
to the  order of the  Swing  Line Bank and in a  principal  amount  equal to the
amount of the Swing Line Commitment. The Swing Line Bank is hereby authorized to
record  the date,  Type and amount of each Swing Line Loan made by such Bank and
the date and amount of each payment or  prepayment  of principal  thereof on the
schedule annexed to and constituting a part of the Swing Line Note, and any such
recordation  shall  constitute  prima  facie  evidence  of the  accuracy  of the
information  so recorded,  provided,  that the failure of the Swing Line Bank to
make such  recordation (or any error in such  recordation)  shall not affect the
obligations  of the Borrowers  hereunder or under the Swing Line Note. The Swing
Line Note shall (a) be dated the  Closing  Date,  (b) be stated to mature on the
Five Year  Termination  Date and (c)  provide  for the  payment of  interest  in
accordance with Sections 2.9 and 2.10.

     2.4 Procedure for 364 Day Loans and Five Year Loans.

     (a) Except as otherwise  provided  herein,  the  Borrowers may from time to
time prior to the applicable  Termination Date request the Banks to make 364 Day
Loans and/or Five Year Loans by  delivering  to the Agent,  not later than 11:00
a.m.,  Philadelphia  time,  (i) three  (3)  Business  Days prior to the proposed
Borrowing Date with respect to the making of Loans in Dollars to which the LIBOR
Rate applies and four (4) Business  Days prior to the  proposed  Borrowing  Date
with  respect  to the  making  of Loans in an  Optional  Currency  and  (ii) the
Business Day of the proposed Borrowing Date with respect to the making of a Loan
to which the Base Rate  applies,  of a duly  completed  Notice of Borrowing or a
request by telephone  immediately confirmed in writing, it being understood that
the Agent may rely on the authority of any  individual  making such a telephonic
request  without the  necessity  of receipt of such written  confirmation.  Each
Notice of Borrowing  shall be  irrevocable  and shall specify  (i) the  proposed
Borrowing Date; (ii) the aggregate amount of the proposed 364 Day Loans and Five
Year Loans  (expressed  in the  currency  in which  such Loans  shall be funded)
comprising  each  Tranche,  the Dollar  Equivalent  amount of which  shall be in
integral  multiples of $100,000 and not less than  $3,000,000  or, if less,  the
maximum amount under the 364 Day Commitment or the Five Year Commitment,  as the
case may be;  (iii) whether  the  LIBOR  Rate or Base  Rate  shall  apply to the
proposed Loans  comprising the  applicable  Tranche;  (iv) the currency in which
such Loans shall be funded if the Borrowers are electing the LIBOR Rate,  (v) in
the case of a Tranche to which the LIBOR Rate applies,  the Interest  Period for
the proposed Loans  comprising  such Tranche,  and (vi) the amount of such Loans
requested to be made for the account of one or more Foreign  Borrowers  with the
name of each such Foreign Borrower.

     (b) The Agent shall,  promptly after receipt by it of a Notice of Borrowing
pursuant to this Section 2.4, notify the applicable Banks of its receipt of such
Notice of Borrowing specifying: (i) the proposed Borrowing Date and the time and
method  of  disbursement  of  the  Loans  requested  thereby;  (ii) the  amount,
currency,  Facility,  and Type of each  such  Loan and the  applicable  Interest
Period (if any);  and (iii) the  apportionment  among the Banks of such Loans as
determined by the Agent in accordance with Section 2.2. Subject to the terms and
conditions hereof, each applicable Bank shall remit the principal amount of each
Loan in the requested  currency to the Agent at the  Principal  Office (or, with
respect to Loans in an Optional Currency, such other Lending Office as the Agent
shall from time to time notify such Bank) prior to 2:00 p.m.,  Philadelphia time
(or, with respect to Loans in an Optional Currency, such other time as the Agent
shall notify the Banks),  on the  Borrowing  Date  requested by the Borrowers in
funds  immediately  available  to the Agent.  Such  borrowing  will then be made
available to the Borrowers by the Agent  crediting the account of the Company on
the books of the office  specified in subsection  9.2 (or, with respect to Loans
in an Optional  Currency,  the applicable  Lending Office of the Agent) with the
aggregate  of the amounts  made  available to the Agent by the Banks and in like
funds as received by the Agent. Unless the Agent shall have received notice from
a Bank prior to the date of any borrowing that such Bank will not make available
to the Agent such Bank's  portion of such  borrowing,  the Agent may assume that
such  Bank  has  made  such   portion   available   in   accordance   with  this
subsection 2.4(b)  and the Agent may, in  reliance  upon such  assumption,  make
available to the Borrowers on such date a  corresponding  amount.  If and to the
extent  that any Bank shall not have made such  Bank's pro rata  portion of such
borrowing available to the Agent, such Bank and the Borrowers (without prejudice
to the  Borrowers'  rights  against such Bank)  severally  agree to repay to the
Agent  forthwith on demand such  corresponding  amount  together  with  interest
thereon,  for  each  day from the date  such  amount  is made  available  to the
Borrowers  until the date such  amount is repaid to the Agent at (i) in the case
of the  Borrowers,  the  interest  rate  applicable  at the  time  to the  Loans
comprising  such  borrowing and (ii) in the case of such Bank, the Federal Funds
Effective  Rate,  provided,  that, if such Bank shall not pay such amount within
three  Business Days of such  Borrowing  Date, the interest rate on such overdue
amount shall,  at the expiration of such three Business Day period,  be the rate
per annum  applicable to Base Rate Loans.  If such Bank shall repay to the Agent
such corresponding amount, such amount shall constitute such Bank's Loan as part
of such borrowing for purposes of this Agreement.

     (c) If in a  Notice  of  Borrowing  no  election  as to the Type of Loan is
specified in any such notice, then the requested Loan shall be a Base Rate Loan,
and if no  election  as to the  Facility  under  which the Loan is to be made is
specified, then the requested Loan shall be a Five Year Loan. If a LIBOR Loan is
requested  but no Interest  Period with respect to such Loan is specified in any
such notice,  then the  Borrowers  shall be deemed to have  selected an Interest
Period of one month's duration.

     2.5 Conversion and Continuation Options. The Borrowers shall have the right
at any time upon  prior  irrevocable  notice  to the  Agent  (i) not later  than
11:00 noon,  Philadelphia time, one Business Day prior to conversion, to convert
any LIBOR Loan to a Base Rate Loan, (ii) not later than 11:00 a.m., Philadelphia
time,  three Business Days prior to conversion or  continuation,  to convert any
Base Rate Loan into a LIBOR Loan or to  continue  any LIBOR Loan as a LIBOR Loan
for any additional Interest Period, (iii) not later than 11:00 a.m. Philadelphia
time,  four  Business  Days prior to  continuation,  to continue  any LIBOR Loan
denominated  in an  Optional  Currency as a LIBOR Loan in such  currency  for an
additional  period and (iv) not later than 11:00 a.m.  Philadelphia  time,  four
Business Days prior to conversion to convert the Interest Period with respect to
any Loan in an Optional Currency to another permissible Interest Period, subject
in each case to the following:

     (a) a LIBOR Loan may not be  converted at a time other than the last day of
the Interest Period applicable thereto;

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

     (c) no LIBOR  Loan may be  continued  as such and no Base  Rate Loan may be
converted to a LIBOR Loan when any Default has occurred  and is  continuing  and
the Agent or the Required Banks have  determined that such a continuation is not
appropriate;

     (d) any portion of a LIBOR Loan that cannot be converted  into or continued
as a LIBOR  Loan by  reason  of  subsection  2.5(b) or 2.5(c) or as to which the
Borrowers have failed to give notice of conversion or continuation automatically
shall in the case of a LIBOR Loan denominated in an Optional Currency be prepaid
on the last day of the Interest  period in effect for such Loan  (subject to the
provisions  of  subsection  2.12(c)),  or in the case of any other LIBOR Loan be
converted to a Base Rate Loan on the last day of the  Interest  Period in effect
for such Loan;

     (e) no LIBOR Loan denominated in an Optional Currency may be converted into
a Base Rate Loan or converted into a LIBOR Loan  denominated in another Optional
Currency;

     (f)  the   provisions  of   subsection   2.6(c)   limiting   under  certain
circumstances  the  continuation  of  LIBOR  Loans  denominated  in an  Optional
Currency; and

     (g) no Swing Line Loan may be a LIBOR Loan.

     Each  request  by the  Borrowers  to  convert  or  continue  a  Loan  shall
constitute a representation and warranty that no Default shall have occurred and
be continuing.  Accrued  interest on a Loan (or portion thereof) being converted
shall  be paid by the  applicable  Borrower(s)  at the  time of  conversion.  In
connection with each such conversion or continuation requested by the Borrowers,
the  Borrowers  shall  deliver to the Agent a Notice of  Borrowing or shall make
such request by telephone  immediately confirmed in writing, it being understood
that  the  Agent  may  rely  on the  authority  of any  individual  making  such
telephonic   request   without  the   necessity   of  receipt  of  such  written
confirmation.

     2.6 Utilization of Commitments in Optional Currencies.

     (a) The Agent will determine the Dollar  Equivalent  amount of (i) proposed
Loans  denominated in an Optional  Currency as of the requested  Borrowing Date,
and (ii) outstanding  Loans denominated in an Optional Currency as of the end of
each Interest  Period (each such date under clauses (i) and (ii), a "Computation
Date").

     (b) The Banks shall be under no obligation  to make the Loans  requested by
the Borrowers which are denominated in an Optional Currency if any Bank notifies
the Agent by 5:00 p.m.,  Philadelphia time, three (3) Business Days prior to the
Borrowing  Date for such  Loans that such Bank  cannot due to market  conditions
provide  its share of such  Loans in such  Optional  Currency.  In the event the
Agent timely  receives a notice from a Bank pursuant to the preceding  sentence,
the Agent will notify the Borrowers no later than 12:00 noon, Philadelphia time,
two (2)  Business  Days  prior to the  Borrowing  Date for such  Loans  that the
Optional  Currency is not then  available  for such  Loans,  and the Agent shall
promptly  thereafter  notify the Banks of the same. If the  Borrowers  receive a
notice described in the preceding sentence,  the Borrowers may, by notice to the
Agent not later than 5:00 p.m.,  Philadelphia  time, two (2) Business Days prior
to the Borrowing Date for such Loans,  withdraw the Notice of Borrowing for such
Loans.  If the  Borrowers  withdraw  such  Notice of  Borrowing,  the Agent will
promptly  notify  each Bank of the same and the Banks shall not make such Loans.
If the  Borrowers  do not withdraw  such Notice of  Borrowing  before such time,
(i) the  Borrowers  shall be deemed to have requested that the Loans referred to
in their Notice of Borrowing  shall be made in Dollars in an amount equal to the
Dollar Equivalent amount of such Loans and shall bear interest at the Base Rate,
and  (ii) the  Agent  shall  promptly  deliver a notice  to each  Bank  stating:
(A) that such Loans shall be made in Dollars and shall bear interest at the Base
Rate,  (B) the aggregate amount of such Loans, and (C) such Bank's Ratable Share
of such Loans.

     (c) If the Borrowers deliver a Notice of Borrowing  pursuant to Section 2.5
requesting  that the Banks  continue as a LIBOR Loan an  outstanding  Tranche of
Loans  denominated  in an  Optional  Currency,  the  Banks  shall  be  under  no
obligation  to  continue  such  LIBOR Loan if any Bank  delivers  to the Agent a
notice by 5:00  p.m.,  Philadelphia  time,  three  (3)  Business  Days  prior to
effective  date of  such  continuation  that  such  Bank  cannot  due to  market
conditions provide or continue Loans in such Optional Currency. In the event the
Agent timely  receives a notice from a Bank pursuant to the preceding  sentence,
the Agent will notify the Borrowers no later than 12:00 noon, Philadelphia time,
two (2) Business Days prior to the effective date of such  continuation that the
continuation of such Loans in such Optional Currency is not then available,  and
the Agent shall promptly  thereafter  notify the Banks of the same. If the Agent
shall have so notified  the  Borrowers  that any such  continuation  of Optional
Currency Loans is not then available,  any notice of  continuation  with respect
thereto shall be deemed  withdrawn,  and such Optional  Currency  Loans shall be
prepaid on the last day of the Interest Period with respect to any such Optional
Currency  Loans,  subject to the  provisions  of  subsection  2.12(c) and to the
Borrowers' right to reborrow in Dollars or in another Optional Currency pursuant
to Section 2.4.

     (d) The  Borrowers  may deliver to the Agent a written  request  that Loans
hereunder also be permitted to be made in any other lawful  currency (other than
Dollars), in addition to the currencies specified in the definition of "Optional
Currency"  herein,  provided,  that such  currency  must be freely traded in the
offshore  interbank  foreign  exchange  markets,  freely  transferable,   freely
convertible into Dollars and available to the Banks in the applicable  interbank
market.  The Agent may grant or deny such  request in its sole  discretion.  The
Agent will promptly notify the applicable  Banks of any such request and whether
the Agent has granted or rejected such request.  The Agent will promptly  notify
the  Borrowers of the  acceptance  or  rejection by the Agent of the  Borrowers'
request.  The  requested  currency  shall be approved  as an  Optional  Currency
hereunder only if the Agent approves the Borrowers' request.

     (e) The Agent may, with respect to notices by the Borrowers for Loans in an
Optional  Currency or voluntary  prepayments  of less than the full amount of an
Optional  Currency  Tranche,  engage  in  reasonable  rounding  of the  Optional
Currency amounts requested to be loaned or repaid; and, in such event, the Agent
shall  promptly  notify the Borrowers and the Banks of such rounded  amounts and
the Borrowers' request or notice shall thereby be deemed to reflect such rounded
amounts.

     2.7 Fees.

     (a) The Borrowers  jointly and severally  agree to pay to the Agent for the
account of each Bank, on each March 31,  June 30,  September 30  and December 31
during the 364 Day Commitment  Period and Five Year Commitment Period and on the
date on which the 364 Day  Commitments  and the Five Year  Commitments  shall be
permanently  reduced or  terminated  as  provided  herein,  a facility  fee (the
"Facility Fee") at a rate per annum equal to the applicable Facility Fee Rate in
effect  from time to time on the amount of the 364 Day  Commitment  or Five Year
Commitments, as the case may be, during the preceding quarter (or shorter period
commencing  with the date  hereof or ending with the  termination  date for such
Facility or the date on which either of such Commitments  shall be terminated or
reduced).  All Facility Fees shall be computed on the basis of the actual number
of days elapsed in a year of 360 days and shall be paid in Dollars. The Facility
Fees due to each Bank with  respect  to the 364 Day  Facility  and the Five Year
Facility shall commence to accrue on the date hereof,  and shall cease to accrue
on the 364 Day Termination Date or Five Year  Termination  Date, as the case may
be. The Agent shall  distribute the applicable  Facility Fees on the Loans among
the  Banks pro rata in  accordance  with  their  respective  364 Day  Commitment
Percentage or Five Year Commitment Percentages, as the case may be.

     (b) The Borrowers jointly and severally agree to pay the Agent, for its own
account, administrative and other fees at the times and in the amounts set forth
in the Fee Letter.

     (c) The  foregoing  fees  shall be paid on the dates  due,  in  immediately
available funds, to the Agent for distribution, if and as appropriate, among the
Banks.  Once paid,  none of the  foregoing  fees shall be  refundable  under any
circumstances.

     2.8 Letter of Credit Subfacility.

     (a) The Borrowers  may request the issuance of a letter of credit (each,  a
"Letter of Credit") by  delivering  to the Issuing Bank a completed  Application
and  agreement  for  letters  of  credit  in  such  form  and  with  such  other
certificates,  documents  and  information  as the Issuing Bank may specify from
time to time by no later than 10:00 a.m.,  Philadelphia  time, at least five (5)
Business  Days, or such shorter  period as may be agreed to by the Issuing Bank,
in advance of the  proposed  date of  issuance.  Each Letter of Credit  shall be
denominated  in  Dollars.  Subject  to the terms and  conditions  hereof  and in
reliance  on the  agreements  of the  other  applicable  Banks set forth in this
Section 2.8, the Issuing Bank will issue a Letter of Credit, provided, that each
Letter of Credit  shall  (A) have a maximum  maturity of twelve (12) months from
the date of  issuance,  and (B) in no event  expire later than five (5) Business
Day prior to the Five Year Termination  Date, and provided  further,  that in no
event shall (i) the amount of the Letter of Credit  Obligations  at any one time
exceed the lesser of (x) $15,000,000, or (y) the Five Year Commitments minus the
Dollar Equivalent amount of the outstanding Five Year Loans and Swing Line Loans
or (ii) the sum of the aggregate Dollar Equivalent amount of all Five Year Loans
made by a Bank plus such Bank's Ratable Share (based on its Five Year Commitment
Percentage)  of the amount of Swing Line Loans and Letter of Credit  Obligations
then outstanding exceed its Five Year Commitment.  The Issuing Bank shall not at
any time be obligated to issue any Letter of Credit  hereunder if such  issuance
would  conflict  with,  or  cause  the  Issuing  Bank or any  Letter  of  Credit
Participant to exceed any limits  imposed by any applicable  Requirement of Law.
Notwithstanding  the provisions of this  subsection 2.8, the Five Year Banks and
the Borrowers  hereby agree that the Issuing Bank may issue upon the  Borrowers'
request,  one or more  Letter(s)  of Credit  which by its or their  terms may be
extended for  additional  periods of up to one year each  provided  that (i) the
initial expiration date (or any subsequent  expiration date) of each such Letter
of Credit  is not  later  than  five (5)  Business  Days  prior to the Five Year
Termination  Date,  and (ii) renewal of such  Letters of Credit,  at the Issuing
Bank's discretion, shall be available upon written request from the Borrowers to
the Issuing  Bank at least thirty (30) days (or such other time period as agreed
by the  Borrowers and the Agent) before the date upon which notice of renewal is
otherwise required.

     (b) The  Borrowers  shall pay in Dollars  (i) to the Agent for the  ratable
account of the Five Year Banks a fee (the  "Letter of Credit  Fee")  computed at
the Letter of Credit Fee Rate in effect  from time to time and (ii) to the Agent
for the account of the Issuing Bank a fronting fee equal to 0.125% per annum, on
the daily  average  undrawn  stated  amount  of  outstanding  Letters  of Credit
(computed in each case on the basis of the actual number of days such Letters of
Credit are  outstanding  in a year of 360 days),  which amounts shall be payable
quarterly in arrears  commencing with the last Business Day of each March, June,
September  and December  following the issuance of a Letter of Credit and on the
Five Year Termination Date. The Borrowers shall also pay to the Agent in Dollars
for the sole  account of the Issuing  Bank,  the  Issuing  Bank's then in effect
customary fees and  administrative  expenses payable with respect to the Letters
of Credit as the Issuing Bank may generally charge or incur from time to time in
connection with the issuance, maintenance,  modification (if any), assignment or
transfer (if any),  negotiation,  and administration of Letters of Credit.  Once
paid, all of the above fees shall be nonrefundable under all circumstances.  The
Agent shall,  promptly following its receipt thereof,  distribute to the Issuing
Bank and the Five Year Banks all fees and commissions  received by the Agent for
their respective accounts pursuant to this subsection.

     (c) (i) The Issuing Bank  irrevocably  agrees to grant and hereby grants to
each Letter of Credit  Participant,  and,  to induce the  Issuing  Bank to issue
Letters  of Credit  hereunder,  each  Letter of Credit  Participant  irrevocably
agrees to accept and purchase and hereby  accepts and purchases from the Issuing
Bank, on the terms and conditions  hereinafter stated, for such Letter of Credit
Participant's  own account and risk, an undivided  interest equal to such Letter
of Credit  Participant's  Five Year Commitment  Percentage in the Issuing Bank's
obligations  and rights  under each Letter of Credit  issued by the Issuing Bank
hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each
Letter of Credit  Participant  unconditionally  and irrevocably  agrees with the
Issuing Bank that,  if a draft is paid under any Letter of Credit  issued by the
Issuing  Bank  for  which  the  Issuing  Bank is not  reimbursed  in full by the
Borrowers in accordance with the terms of this Agreement,  such Letter of Credit
Participant  shall pay to the Issuing  Bank upon  demand at the  Issuing  Bank's
address for notices  specified  herein an amount  equal to such Letter of Credit
Participant's Five Year Commitment Percentage of the amount of such draft or any
part  thereof,  which is not so  reimbursed.  Any action taken or omitted by the
Issuing Bank under or in connection with a Letter of Credit, if taken or omitted
in the absence of gross negligence or willful  misconduct,  shall not create for
the Issuing Bank any resulting liability to any Bank.

     (ii) If any amount required to be paid by any Letter of Credit  Participant
to  the  Issuing  Bank  pursuant  to  subsection  2.8(c)(i)  in  respect  of any
unreimbursed portion of any payment made by the Issuing Bank under any Letter of
Credit is not paid to the Issuing Bank on the date such payment is due from such
Letter of Credit Participant, such Letter of Credit Participant shall pay to the
Issuing Bank on demand an amount equal to the product of (x) such amount,  times
(y) the daily  average  Federal Funds  Effective  Rate, as quoted by the Issuing
Bank,  during the period from and including the date such payment is required to
the date on which such payment is  immediately  available  to the Issuing  Bank,
times (z) a fraction  the  numerator  of which is the number of days that elapse
during such period and the  denominator  of which is 360. A  certificate  of the
Issuing Bank submitted to any Letter of Credit  Participant  with respect to any
amounts  owing  under this  subsection  shall be  conclusive  in the  absence of
manifest error.

     (iii)  Whenever,  at any time after the Issuing Bank has made payment under
any Letter of Credit and has received from any Letter of Credit  Participant its
pro-rata  share of such payment in accordance  with  subsection  2.8(c)(i),  the
Issuing  Bank  receives  any payment  related to such Letter of Credit  (whether
directly  from the  Borrowers  or  otherwise,  including  by way of  set-off  or
proceeds of collateral  applied  thereto by the Issuing Bank), or any payment of
interest on account thereof,  the Issuing Bank will distribute to such Letter of
Credit Participant its pro-rata share thereof;  provided,  however,  that in the
event that any such payment received by the Issuing Bank shall be required to be
returned by the Issuing Bank, such Letter of Credit  Participant shall return to
the Issuing Bank the portion thereof previously  distributed by the Issuing Bank
to it.

     (d) (i) Each Borrower jointly and severally agrees to reimburse the Issuing
Bank in  respect  of a Letter of Credit on each date on which a draft  presented
under such  Letter of Credit is paid by the  Issuing  Bank for the amount of (i)
such draft so paid and (ii) any taxes,  fees, charges or other costs or expenses
incurred by the Issuing Bank in connection with such payment.  Each such payment
shall be made to the  Issuing  Bank at its  Principal  Office in Dollars  and in
immediately available funds.

     (ii) Interest shall be payable on any and all amounts  remaining  unpaid by
the Borrowers  under this  subsection  from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until payment in full
at the per annum  rate of the Base Rate plus 2.0% and shall be payable on demand
by the Issuing Bank.

     (e) (i) The obligations of the Borrowers under this subsection 2.8 shall be
joint and  several.  The  Borrowers  also jointly and  severally  agree with the
Issuing  Bank that the  Issuing  Bank  shall  not be  responsible  for,  and the
Borrowers'  Reimbursement  Obligations  under subsection  2.8(d)(i) shall not be
affected by, among other things (x) the validity or  genuineness of documents or
of any endorsements  thereon,  even though such documents shall in fact prove to
be invalid, fraudulent or forged, provided, that reliance upon such documents by
the  Issuing  Bank  shall  not have  constituted  gross  negligence  or  willful
misconduct of the Issuing Bank or (y) any dispute  between or among any Borrower
and any  beneficiary  of any  Letter of Credit or any other  party to which such
Letter of Credit may be transferred or (z) any claims whatsoever of any Borrower
against any beneficiary of such Letter of Credit or any such transferee.

     (ii)  The  Issuing  Bank  shall  not be  liable  for any  error,  omission,
interruption  or delay in  transmission,  dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions  caused by the Issuing  Bank's gross  negligence  or willful
misconduct.

     (iii) Each Borrower  jointly and severally  agrees that any action taken or
omitted by the Issuing Bank under or in connection  with any Letter of Credit or
the related drafts or documents,  if done in the absence of gross  negligence or
willful  misconduct,  shall be binding on such  Borrower and shall not result in
any liability of the Issuing Bank to such Borrower.

     (f) If any draft shall be  presented  for payment to the Issuing Bank under
any Letter of Credit,  the Issuing Bank shall promptly notify the Company of the
date and amount thereof. The responsibility of the Issuing Bank to the Borrowers
in  connection  with any draft  presented for payment under any Letter of Credit
shall,  in addition to any payment  obligation  expressly  provided  for in such
Letter of Credit and any other obligation expressly imposed by the provisions of
the  Uniform  Customs and  Practice  for  Documentary  Credits,  1993  Revision,
International  Chamber of Commerce Publication No. 500 ("Publication 500") other
than  Article  48(g)  thereof,  be limited  to  determining  that the  documents
(including each draft)  delivered under such Letter of Credit in connection with
such presentment are in conformity with such Letter of Credit.

     (g) To the extent  that any  provision  of any  Application  related to any
Letter of Credit is  inconsistent  with the  provisions of this  Agreement,  the
provisions of this Agreement shall apply.

     (h) Each Borrower  agrees jointly and severally to be bound by the terms of
each  Application  and the Issuing  Bank's  written  regulations  and  customary
practices  relating  to letters of credit,  though  such  interpretation  may be
different from such Borrower's own. It is understood and agreed that,  except in
the case of gross  negligence  or  willful  misconduct,  the Agent  shall not be
liable  for any error,  negligence  and/or  mistakes,  whether  of  omission  or
commission,  in following the Borrowers'  instructions or those contained in the
Letters of Credit or any modifications,  amendments or supplements  thereto.  To
the extent not otherwise  inconsistent  with this  Agreement,  the provisions of
Publication  500 are hereby made a part of this  Agreement  with  respect to the
obligations in connection with each Letter of Credit.

     (i) Each Five Year Bank's payment  obligation under  subsection 2.8(c)  and
the obligations of the Borrowers to reimburse the Issuing Bank upon a draw under
a Letter of Credit,  shall be absolute,  unconditional and irrevocable under any
circumstances,  and shall be performed  strictly in accordance with the terms of
this Section 2.8 under all circumstances, including the following circumstances:

     (i) any  set-off,  counterclaim,  recoupment,  defense or other right which
such Bank may have against the Issuing  Bank,  the Borrowers or any other Person
for any reason whatsoever;

     (ii) any lack of validity or enforceability of any Letter of Credit;

     (iii) the existence of any claim, set-off, defense or other right which the
Borrowers  or any Five Year Bank may have at any time against a  beneficiary  or
any  transferee  of any  Letter  of  Credit  (or any  Persons  for whom any such
transferee may be acting),  the Issuing Bank or any Bank or any other Person or,
whether in connection with this Agreement, the transactions  contemplated herein
or any unrelated transaction  (including any underlying  transaction between the
Borrowers and the beneficiary for which any Letter of Credit was procured);

     (iv) any draft,  demand,  certificate or other document presented under any
Letter of Credit proving to be forged,  fraudulent,  invalid or  insufficient in
any respect or any  statement  therein being untrue or inaccurate in any respect
even if the Issuing Bank has been notified thereof;

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

     (vi) any adverse change in the business,  operations,  properties,  assets,
condition (financial or otherwise) or prospects of the Borrowers;

     (vii) any breach of this Agreement or any other Loan Document by any of the
Borrowers;

     (viii) the  occurrence  or  continuance  of an insolvency  proceeding  with
respect to the Borrowers;

     (ix) the fact that an Event of Default or a Default shall have occurred and
be continuing;

     (x) the fact that the Five Year  Termination Date shall have passed or this
Agreement or the Five Year Commitments hereunder shall have been terminated; and

     (xi) any other circumstance or happening whatsoever, whether or not similar
to any of the foregoing.

     (j) In  addition  to  amounts  payable  as  provided  in  Section 9.5,  the
Borrowers hereby agree to protect,  indemnify, pay and save harmless the Issuing
Bank and the Banks from and against any and all  claims,  demands,  liabilities,
damages,  losses,  costs,  charges  and  expenses  (including  reasonable  fees,
expenses and  disbursements  of counsel)  which the Issuing Bank may incur or be
subject to as a  consequence,  direct or  indirect,  of (i) the  issuance of any
Letter of Credit,  other than as a result of (A) the gross negligence or willful
misconduct of the Issuing Bank as  determined by a final  judgment of a court of
competent jurisdiction or (B) subject to the following clause (ii), the wrongful
dishonor  by the  Issuing  Bank of a proper  demand for  payment  made under any
Letter of Credit,  or (ii) the  failure of the  Issuing  Bank to honor a drawing
under any such  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  "Governmental
Acts").

     (k) As between the Borrowers and the Issuing Bank, the Borrowers assume all
risks of the acts and  omissions  of, or misuse of the Letters of Credit by, the
respective  beneficiaries  of such Letters of Credit.  In furtherance and not in
limitation  of the  foregoing,  the Issuing Bank shall not be  responsible  for:
(i) the form, validity,  sufficiency,  accuracy,  genuineness or legal effect of
any document  submitted by any party in connection  with the  application for an
issuance of any such Letter of Credit,  even if it should in fact prove to be in
any or all respects  invalid,  insufficient,  inaccurate,  fraudulent  or forged
(even if the Issuing Bank shall have been notified  thereof);  (ii) the validity
or  sufficiency  of any  instrument  transferring  or assigning or purporting to
transfer  or  assign  any such  Letter  of  Credit  or the  rights  or  benefits
thereunder  or  proceeds  thereof,  in whole or in part,  which  may prove to be
invalid or ineffective for any reason;  (iii) the  failure of the beneficiary of
any such Letter of Credit, or any other party to which such Letter of Credit may
be  transferred,  to comply fully with any conditions  required in order to draw
upon such  Letter of Credit or any  other  claim of the  Borrowers  against  any
beneficiary  of such Letter of Credit,  or any such  transferee,  or any dispute
between or among the  Borrowers and any  beneficiary  of any Letter of Credit or
any  such  transferee;   (iv) errors,  omissions,  interruptions  or  delays  in
transmission or delivery of any messages,  by mail,  facsimile,  cable, telex or
otherwise;  (v) errors in  interpretation  of technical terms;  (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or of the proceeds thereof;  (vii) the
misapplication  by the  beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any  consequences  arising
from causes beyond the control of the Issuing Bank,  including any  Governmental
Acts,  and none of the above shall affect or impair,  or prevent the vesting of,
any of the Issuing Bank's rights or powers hereunder.

     In  furtherance  and  extension  and  not in  limitation  of  the  specific
provisions  set forth  above,  any action  taken or omitted by the Issuing  Bank
under or in connection  with the Letters of Credit issued by it or any documents
and certificates delivered thereunder,  if taken or omitted in good faith, shall
not create any liability of the Issuing Bank to the Borrowers or any Bank.

     2.9 Interest Rates and Payment Dates.  The Borrowers  shall pay interest in
respect of the outstanding  unpaid principal amount of the 364 Day Loans and the
Five Year  Loans as  selected  by it from the Base Rate or LIBOR  Rate set forth
below applicable thereto, it being understood that, subject to the provisions of
this Agreement,  the Borrowers may select different interest rates and different
Interest Periods to apply  simultaneously to Loans comprising different Tranches
and may convert to or renew one or more  interest  rates with  respect to all or
any portion of Loans comprising any Tranche,  provided,  that there shall not be
at any one time  outstanding  more than five (5) Tranches in the aggregate under
the 364 Day Facility and eight (8) Tranches in the aggregate under the Five Year
Facility  (excluding  Swing  Line  Loans).  If at any time the  designated  rate
applicable to any Loan made by any Bank exceeds such Bank's highest lawful rate,
the rate of interest on such Bank's Loan shall be limited to such Bank's highest
lawful rate.  Interest on the principal  amount of each Loan made in an Optional
Currency shall be paid by the Borrowers in such Optional Currency.

     (a)  Subject to the  provisions  of Section  2.10,  (i) each Base Rate Loan
shall bear interest  (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be) at a rate per annum equal to
the Base Rate,  and (ii) each Swing  Line Loan shall bear  interest  at the Base
Rate or another rate to which the Borrowers and the Swing Line Bank agree.

     (b) Subject to the  provisions of Section 2.10,  each LIBOR Loan shall bear
interest at a rate per annum (computed on the basis of the actual number of days
elapsed over a year of 360 days,  provided  that,  for Loans made in an Optional
Currency for which a 365-day basis is the only market practice  available to the
Agent,  such rate shall be  calculated on the basis of the actual number of days
elapsed  over a year of 365 or 366 days,  as the case may be) equal to the LIBOR
Rate for the Interest  Period in effect for such LIBOR Loan plus the  Applicable
Margin.

     (c)  Interest  on each 364 Day Loan and Five Year Loan  shall be payable in
arrears on each Interest  Payment Date applicable to such Loan;  provided,  that
(i)  interest  accruing on overdue  amounts  pursuant  to Section  2.10 shall be
payable  on demand as  provided  in such  Section  and (ii)  accrued  and unpaid
interest on such Loans shall be payable on the 364 Day  Termination  Date or the
Five Year Termination Date, as the case may be. Interest on each Swing Line Loan
shall be payable on the day such Swing Line Loan becomes due, including the Five
Year Termination Date.

     (d) As soon as  practicable  the Agent shall notify the  Borrowers  and the
Banks of (i) each  determination of a LIBOR Rate and (ii) the effective date and
the  amount of each  change in the  interest  rate on a LIBOR  Loan or Base Rate
Loan.  Each  determination  of an  interest  rate by the Agent,  pursuant to any
provision of this Agreement  (including this Section 2.9 and Section 2.10) shall
be  conclusive  and  binding on the  Borrowers  and the Banks in the  absence of
clearly  demonstrable  error). At the request of the Borrowers,  the Agent shall
deliver to the  Borrowers  a  statement  showing  the  quotations  used by it in
determining any interest rate pursuant to subsections 2.9(a) and (b).

     2.10 Default Interest. Upon the occurrence of and during the continuance of
an Event of Default under  subsection  7.1(a) or (f), the outstanding  principal
amount of the Loans and,  to the extent  permitted  by law,  accrued  and unpaid
interest  thereon and any other amount  payable  hereunder,  shall bear interest
from  the date of such  occurrence  at a rate  per  annum  which is equal to two
percent (2%) in excess of the Base Rate (after as well as before judgment). Upon
the  occurrence of and during the  continuance of an Event of Default other than
under  subsection  7.1(a) or (f), the outstanding  principal amount of the Loans
and, to the extent permitted by law, accrued and unpaid interest thereon and any
other  amounts  payable  hereunder,  shall bear  interest from the date that the
Agent, at the written  request of the Required  Banks,  shall send notice to the
Company of the  application  of the  default  rate at a rate per annum  which is
equal to two  percent  (2%) in excess of the Base Rate  (after as well as before
judgment).

     2.11 Pro Rata Treatment of Loans and Payments; Facility Fees.

     (a) Except as required under Section 2.13,  each borrowing by the Borrowers
hereunder,  each payment or prepayment of principal of the Loans (other than the
Swing Line  Loans),  each  payment of interest on such  Loans,  each  payment of
Facility  Fees and  Letter of Credit  Fees,  and each  reduction  of the 364 Day
Commitments  and the Five Year  Commitments,  shall be made  pro rata  among the
Banks in accordance with their respective 364 Day Commitment Percentages or Five
Year Commitment Percentages, as the case may be.

     (b) Except as provided in subsection 2.1(d), each borrowing of a Swing Line
Loan, each payment or prepayment of principal of a Swing Line Loan, each payment
of  interest  on the Swing  Line  Loans  and each  reduction  of the Swing  Line
Commitment shall be for the sole account of the Swing Line Bank.

     (c) Each Bank agrees that in computing such Bank's portion of any borrowing
to be made  hereunder,  the Agent may,  in its  discretion,  round  each  Bank's
percentage of such borrowing to the next higher or lower whole Dollar amount.

     2.12 Payments.

     (a) The  Borrowers  shall  make each  payment  (including  principal  of or
interest on any borrowing or any fees or other amounts) hereunder not later than
11:00 a.m.,  Philadelphia time, on the date when due to the Agent at its offices
set forth in Section  9.2 for the  ratable  accounts  of the Banks in Dollars in
immediately  available  funds;  provided  that,  any payments of principal of or
interest on a Loan in an Optional Currency shall be made not later than the time
that the  Borrowers  shall be notified by the Agent for payments with respect to
such Optional  Currency,  on the date due in immediately  available funds at the
Lending  Office  at  which  such  Loan  was  made in such  funds  as may then be
customary  for the  settlement  of  international  transactions  in  such  other
Optional  Currency.  Such payments shall be made without set-off or counterclaim
of any kind.  The Agent shall  distribute to the  applicable  Banks any payments
received by the Agent promptly upon receipt in like funds as received. The Agent
shall promptly  distribute  such amounts to the applicable  Banks in immediately
available  funds.  The Agent's and each Bank's  statement of account,  ledger or
other relevant  record shall, in the absence of manifest error, be conclusive as
the  statement of the amount of principal of and interest on the Loans and other
amounts owing under this  Agreement  (including  the  Equivalent  Amounts of the
applicable currencies where such computations are required).

     (b)  Whenever  any  payment  (including  principal  of or  interest  on any
borrowing or any fees or other amounts)  hereunder (other than payments on LIBOR
Loans)  shall  become  due, or  otherwise  would  occur,  on a day that is not a
Business Day, such payment may be made on the next succeeding  Business Day, and
such  extension  of time shall in such case be  included in the  computation  of
interest or fees, if applicable. Whenever any payment (including principal of or
interest on any  borrowing  or any fees or other  amounts)  hereunder on a LIBOR
Loan shall become due, or otherwise would occur, on a day that is not a Business
Day,  such  payment may be made on the next  succeeding  Business Day 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.

     (c) The entire  amount of  principal of and interest on any Loan made in an
Optional  Currency  shall be repaid in the same Optional  Currency in which such
Loan was made,  provided,  however,  that if it is impossible or illegal for the
Borrowers  to effect  payment of a Loan in the  Optional  Currency in which such
Loan was made, or if the Borrowers  default in their  obligations  to do so, the
Required  Banks may at their option permit such payment to be made (i) at and to
a different  location,  subsidiary,  affiliate or correspondent of the Agent, or
(ii) in the  Equivalent  Amount of Dollars or (iii) in an  Equivalent  Amount of
such other currency (freely  convertible into Dollars) as the Required Banks may
solely at their option designate. Upon any events described in (i) through (iii)
of the  preceding  sentence,  the  Borrowers  shall  make such  payment  and the
Borrowers agree to hold each Bank harmless from and against any loss incurred by
any Bank  arising  from  the  cost to such  Bank of any  premium,  any  costs of
exchange,  the cost of hedging and covering the Optional  Currency in which such
Loan was originally  made, and from any change in the value of Dollars,  or such
other  currency,  in relation to the Optional  Currency  that was due and owing.
Such loss shall be calculated  for the period  commencing  with the first day of
the  Interest  Period for such Loan and  continuing  through the date of payment
thereof.  Without  prejudice  to the  survival  of any  other  agreement  of the
Borrowers  hereunder,  the Borrowers'  obligations  under this subsection  shall
survive termination of this Agreement.

     2.13 LIBOR Rate Unascertainable;  Illegality; Increased Costs; Deposits Not
Available.

     (a) The Agent shall have the rights specified in  subsection 2.13(c)  if on
any date on which a LIBOR Rate would  otherwise be  determined,  the Agent shall
have determined that adequate and reasonable means do not exist for ascertaining
such LIBOR Rate.

     (b) The Agent shall have the rights specified in  subsection 2.13(c)  if at
any time:

     (i) any Bank shall have determined that the making,  maintenance or funding
of any Loan to which a LIBOR Rate applies has been made  unlawful by  compliance
by such Bank in good faith  with any Law or any  interpretation  or  application
thereof by any  Governmental  Authority  or with any request or directive of any
such Governmental Authority (whether or not having the force of Law), or

     (ii) the Required Banks shall have determined that the making,  maintenance
or funding of any Loan to which a LIBOR Rate applies has been made impracticable
by compliance by such Banks in good faith with any Law or any  interpretation or
application  thereof  by any  Governmental  Authority  or with  any  request  or
directive of any such Governmental Authority (whether or not having the force of
Law), or

     (iii)  any Bank  shall  have  determined  that  such  LIBOR  Rate  will not
adequately  and fairly  reflect  the cost to such Bank of the  establishment  or
maintenance of any such Loan, or

     (iv) any Bank  shall have  determined  that  after  making  all  reasonable
efforts,  deposits of the relevant amount in Dollars or in the Optional Currency
(as  applicable)  for the relevant  Interest  Period for a Loan to which a LIBOR
Rate applies are not available to such Bank in the London interbank market.

     (c) In the case of any event  specified in  subsection 2.13(a)  above,  the
Agent shall promptly so notify the Banks and the Borrowers  thereof,  and in the
case of an event  specified in  subsection 2.13(b)  above,  such  Bank(s) shall
promptly so notify the Agent and endorse a certificate  to such notice as to the
specific  circumstances of such notice, and the Agent shall promptly send copies
of such notice and  certificate to the other Banks and the Borrowers.  Upon such
date as shall be specified  in such notice  (which shall not be earlier than the
date such notice is given), the obligation of (A) the Banks, in the case of such
notice given by the Agent, or (B) such Bank(s), in the case of such notice given
by such Bank(s),  to allow the Borrowers to select,  convert to or renew a LIBOR
Rate or select an Optional Currency (as applicable) shall be suspended until the
Agent shall have later notified the Borrowers,  or such Bank(s) shall have later
notified  the  Agent,  of the  Agent's  or such  Bank(s)',  as the  case may be,
determination that the circumstances giving rise to such previous  determination
no  longer  exist.  If at  any  time  the  Agent  makes  a  determination  under
subsection 2.13(a) and the Borrowers have previously notified the Agent of their
selection  of,  conversion  to or renewal of a LIBOR Rate and such interest rate
has not yet gone into effect,  such notification  shall be deemed to provide for
selection  of,  conversion  to or  renewal  of a Base  Rate  Loan to the  extent
permitted  hereunder.  If any Bank notifies the Agent of a  determination  under
subsection 2.13(b),   the   Borrowers   shall,   subject   to   the   Borrowers'
indemnification  obligations under subsection 2.18 as to any Loan of the Bank to
which a LIBOR Rate applies,  on the date  specified in such notice either (i) as
applicable,  convert such Loan (if not  denominated in an Optional  Currency) to
the Base Rate or select a different Optional Currency or Dollars, or (ii) prepay
such Loan in accordance with Section 2.15.  Absent due notice from the Borrowers
of conversion or prepayment,  such Loan shall  automatically be converted to the
Base Rate upon such specified  date unless such Loan is in an Optional  Currency
in which case such Loan shall be prepaid.

     2.14 Termination, Reduction and Extension of Commitments.

     (a) The 364 Day Commitments  shall be  automatically  terminated on the 364
Day Termination  Date whereupon all 364 Day Loans and accrued  interest  thereon
shall  become  due and  payable.  The Five Year  Commitments  and the Swing Line
Commitment shall be  automatically  terminated on the Five Year Termination Date
whereupon all Five Year Loans and Swing Line Loans and
accrued interest thereon shall become due and payable.

     (b) Upon at least five Business Days' prior irrevocable  written (including
facsimile)  notice  to  the  Agent,  the  Borrowers  may at any  time  in  whole
permanently  terminate,  or from time to time in part  permanently  reduce,  the
Commitments;   provided,  however,  that  (i)  each  partial  reduction  of  the
Commitments  under either  Facility  shall be in a minimum  principal  amount of
$1,000,000 or in a whole multiple  thereof,  and (ii) the Commitments may not be
reduced or terminated if, after giving effect thereto and to any  prepayments of
the Loans made on the effective  date thereof,  the Dollar  Equivalent  Facility
Usage of the 364 Day  Facility  or the Five Year  Facility  at such  time  would
exceed  the  aggregate  amount  of the  364 Day  Commitments  or the  Five  Year
Commitments, as the case may be, at such time.

     (c) Each reduction in the 364 Day Commitments or the Five Year  Commitments
hereunder  shall be made  ratably  among  the  Banks in  accordance  with  their
respective 364 Day Commitment  Percentages or Five Year Commitment  Percentages.
The Borrowers shall pay to the Agent for the account of the applicable  Banks on
the date of each termination or reduction of the 364 Day Commitments or the Five
Year  Commitments,  as the case may be, the Facility  Fees on the amount of such
Commitments so terminated or reduced accrued to the date of such  termination or
reduction.

     (d) (i) During the period  beginning  one hundred and twenty (120) days and
ending  sixty  (60)  days  prior  to the  initial  and  any  subsequent  364 Day
Termination  Date,  the Borrowers may deliver to the Agent (which shall promptly
transmit to each 364 Day Bank) a notice (an "Extension Request") requesting that
the 364 Day  Commitments  be extended to the date three hundred sixty four (364)
days after the 364 Day  Termination  Date then in effect (a "Subsequent  364 Day
Termination  Date").  Within  thirty  (30) days  after its  receipt  of any such
notice,  each  applicable  Bank  shall  notify the Agent of its  willingness  or
unwillingness  so to extend its 364 Day Commitment.  Any Bank that shall fail so
to notify the Agent  within  such  period  shall be deemed to have  declined  to
extend its 364 Day Commitment.  In the event that 364 Day Banks holding at least
51% of the 364 Day  Commitments  shall  approve  an  Extension  Request  (i) the
respective 364 Day  Commitments of the 364 Day Banks shall,  without further act
by any party hereto,  be extended to the Subsequent 364 Day Termination Date but
only with  respect to the 364 Day Banks that have given such  written  approval,
and  (ii) the term  "364  Day  Termination  Date"  shall  thereafter  mean  such
Subsequent 364 Day Termination  Date. Any such extension shall be evidenced by a
written  agreement  among the Agent,  the 364 Day Banks that have  approved such
Extension Request and the Borrowers,  such agreement to be in form and substance
acceptable to the Agent and the Banks.  Except to the extent that a 364 Day Bank
that did not give its written  approval to such Extension  Request (a "Declining
Bank") is replaced prior to the 364 Day Termination Date in effect prior to such
Extension Request (the "Declining Bank's 364 Day Maturity Date"), as provided in
clause (ii) below,  the 364 Day Loans and all  interest,  fees and other amounts
owed to such Declining  Banks with respect to the 364 Day Facility shall be paid
in full on the Declining Bank's 364 Day Maturity Date.

     (ii) In the event  that the 364 Day Banks  holding  at least 51% of the 364
Day Commitments  shall have approved an Extension  Request,  the Borrowers shall
have the right, but not the obligation,  at their own expense,  upon notice to a
Declining Bank and the Agent, to replace such Declining Bank (in accordance with
and subject to the restrictions contained in Section 9.6) at any time before the
fifth  (5th)  day  prior to the 364 Day  Termination  Date  with a bank or other
financial  institution  (a  "Replacement  Bank")  willing to purchase all of the
Declining  Banks'  interests  under  the 364 Day  Facility  and to  approve  the
extension  of the 364 Day  Termination  Date.  Upon the request of the Agent,  a
Declining Bank will transfer and assign without recourse (in accordance with and
subject to the  restrictions  contained  in Section  9.6) all of its  interests,
rights  and  obligations   under  its  364  Day  Commitment  to  the  applicable
Replacement Bank; provided,  however, that (i) no such assignment shall conflict
with any  Requirement  of Law,  and (ii) such  Declining  Bank  shall be paid in
immediately  available funds on the date of such assignment the principal of and
interest  accrued  to the  date of  payment  on the 364 Day  Loans  made by such
Declining Bank and all other amounts  accrued for such Declining  Bank's account
or owed to it hereunder with respect to its 364 Day Commitment and 364 Day Loans
(including  fees  and any  unpaid  costs  or  expenses).  The  addition  of such
Replacement  Bank or Banks shall be subject to the  consent of the Agent,  which
consent will not be unreasonably withheld.

     (iii) At any time prior to the  replacement of a Declining Bank pursuant to
clause (ii) above,  the Borrowers may, upon not less than 15 days' prior written
notice to the Agent and such Declining Bank,  elect to repay in full all 364 Day
Loans held by such  Declining Bank as of a Business Day (prior to such Declining
Bank's 364 Day  Maturity  Date) set forth in such  notice.  In the event of such
election  by the  Borrowers,  the  Borrowers  shall pay to the Agent on the date
designated  in  such  notice,  for  the  account  of such  Declining  Bank,  the
outstanding amount of all 364 Day Loans and other sums payable to such Declining
Bank  hereunder  and all amounts (if any) payable to such  Declining  Bank under
Section 2.18 by reason of such payment.

     2.15 Prepayment of Loans.

     (a) The Borrowers shall have the right at any time and from time to time to
prepay Loans in the  currency or  currencies  in which such Loans were made,  in
whole or in part,  without  premium  or  penalty  (but in any event  subject  to
subsection 2.18), upon prior written, telecopy or telephonic notice to the Agent
given,  in the case of Base Rate  Loans,  no later than 11:00 am.,  Philadelphia
time, one Business Day before any proposed prepayment,  and in the case of LIBOR
Loans, no later than 11:00 a.m.,  Philadelphia  time, three Business Days before
any such  proposed  prepayment.  In each case the notice shall specify the date,
amount and currency of each such prepayment,  whether the prepayment is of LIBOR
Loans or Base Rate  Loans,  or a  combination  thereof,  and,  if a  combination
thereof, the amount allocable to each; provided, however, that each such partial
prepayment  shall be in the  principal  amount of at least  (i) with  respect to
prepayments of Base Rate, $1,000,000 or in whole multiples of $100,000 in excess
thereof,  and  (ii) with  respect to  prepayments  of Loans in Dollars that bear
interest  at the LIBOR Rate,  $3,000,000  or in whole  multiples  of $100,000 in
excess  thereof,  and (iii) with respect to  prepayment  of Loans in an Optional
Currency,  the Dollar Equivalent of $3,000,000 or in whole multiples of $100,000
in excess thereof.

     (b) On the date of any  termination  or  reduction of either of the 364 Day
Commitments or the Five Year Commitments pursuant to Section 2.14, the Borrowers
shall pay or prepay so much of the Loans as shall be necessary in order that the
Dollar  Equivalent  Facility  Usage at such time would not exceed the  aggregate
amount of the 364 Day Commitments or the Five Year  Commitments at such time, as
applicable.

     (c) If on any Computation Date the amount of the Dollar Equivalent Facility
Usage of the 364 Day  Facility  or the Five Year  Facility  is greater  than the
aggregate amount of the 364 Day Commitments or the Five Year Commitments at such
time, as  applicable,  as a result of a change in exchange  rates between one or
more Optional Currencies and Dollars,  then the Agent shall notify the Borrowers
of the same and the Borrowers shall within two (2) Business Days after receiving
such notice  prepay so much of the Loans as shall be necessary in order that the
Dollar  Equivalent  Facility  Usage  of the  Facilities  shall  not  exceed  the
aggregate  amount of the 364 Day  Commitments or Five Year  Commitments,  as the
case may be, after giving effect to such prepayments.

     (d) All prepayment  notices shall be irrevocable.  The principal  amount of
the Loans for which a prepayment notice is given, together with interest on such
principal  amount  except  with  respect  to Base Rate  Loans,  shall be due and
payable on the date specified in such prepayment notice as the date on which the
proposed  prepayment  is to be made in the currency in which such Loan was made.
If the Borrowers prepay a Five Year Loan, all outstanding Swing Line Loans shall
(unless  the Swing Line Bank shall  otherwise  agree)  first be repaid  from the
proceeds thereof.  If the Borrowers fail to specify the applicable Tranche which
the Borrowers are prepaying,  the prepayment  shall,  subject to the immediately
prior  sentence,  be applied to Base Rate Loans,  then to Dollar LIBOR Loans and
then to Optional  Currency  Loans,  with  payments  applied to LIBOR Loans being
applied in order of next maturing  Interest  Periods.  Any prepayment  hereunder
shall be subject to the  Borrowers'  obligation  to  indemnify  the Banks  under
Section 2.18.

     (e) Upon  receipt of any notice of  prepayment,  the Agent  shall  promptly
notify each Bank thereof.

     (f) Amounts  prepaid  pursuant to this Section  (other than  subsection (b)
hereof) may be reborrowed, subject to the terms and conditions hereof.

     2.16 Requirements of Law.
     (a) In the  event  that  any  change  in any  Requirement  of Law or in the
interpretation,  or  application  thereof  or  compliance  by any Bank  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 any Bank to any tax of any kind  whatsoever  with respect
to this Agreement,  any Note, any Letter of Credit, any Application or any LIBOR
Loan made by it or payments by the  Borrowers of  principal,  interest,  fees or
other amounts due from the Borrowers hereunder,  or change the basis of taxation
of payments to such Bank in respect thereof (except for taxes covered by Section
2.17 and changes in the rate of tax on the net income or franchise taxes of such
Bank or a surcharge on the net income or franchise taxes of such Bank);

     (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,  letters of credit or
other extensions of credit by, or any other acquisition of funds by, any Bank or
any  Lending  Office  of  any  Bank  which  is  not  otherwise  included  in the
determination of the interest rate on such LIBOR Loan hereunder; or

     (iii) shall impose on any Bank or any Lending  Office of any Bank any other
condition;

     and the result of any of the foregoing is to increase the cost to such Bank
or its Lending  Office,  by an amount which such Bank deems to be  material,  of
making,  converting into, continuing or maintaining LIBOR Loans, maintaining any
commitment  hereunder  or  issuing or  participating  in Letters of Credit or to
reduce any amount  receivable  hereunder in respect  thereof  then,  in any such
case,  the Borrowers  shall as promptly as practicable  pay such Bank,  upon its
demand,  any  additional  amounts  necessary  to  compensate  such Bank for such
increased cost or reduced  amount  receivable.  If any Bank becomes  entitled to
claim any additional  amounts pursuant to this subsection,  it shall as promptly
as practicable notify the Company,  through the Agent, of the event by reason of
which it has become so entitled.  A  certificate  as to any  additional  amounts
payable  pursuant  to this  subsection  setting  out in  reasonable  detail  the
calculation  thereof,  submitted by such Bank, through the Agent, to the Company
shall be conclusive in the absence of clearly  demonstrable error. This covenant
shall survive the termination of this Agreement and the payment of the Notes and
all other amounts payable hereunder.

     (b) In the event that any Bank shall have determined that any change in any
Requirement  of Law  regarding  capital  adequacy  or in the  interpretation  or
application  thereof or compliance by such Bank or any  corporation  controlling
such Bank with any request or directive  regarding  capital adequacy (whether or
not having the force of law) from any Governmental  Authority made subsequent to
the date hereof does or shall have the effect of reducing  the rate of return on
such Bank's or such  corporation's  capital as a consequence of its  obligations
hereunder or under any Letter of Credit to a level below that which such Bank or
such corporation  could have achieved but for such change or compliance  (taking
into consideration  such Bank's or such  corporation's  policies with respect to
capital  adequacy) by an amount  deemed by such Bank to be  material,  then from
time to time, the Borrowers shall as promptly as practicable pay such Bank, upon
its demand,  such additional  amount or amounts as will compensate such Bank for
such  reduction.  If any Bank becomes  entitled to claim any additional  amounts
pursuant to this  subsection,  it shall as promptly  as  practicable  notify the
Company,  through  the  Agent,  of the event by reason of which it has become so
entitled.  A certificate as to any additional  amounts payable  pursuant to this
subsection  submitted by such Bank,  through the Agent,  to the Company shall be
conclusive in the absence of clearly  demonstrable  error.  This covenant  shall
survive the  termination  of this Agreement and the payment of the Notes and all
other amounts payable hereunder.

     (c) Each Bank agrees that it will use reasonable  efforts in order to avoid
or to  minimize,  as the  case  may be,  the  payment  by the  Borrowers  of any
additional amount under  subsection 2.16(a) or (b); provided,  however, that no
Bank shall be obligated to incur any expense, cost or other amount in connection
with utilizing such reasonable efforts.

     (d) Failure or delay on the part of any Bank to demand compensation for any
increased  costs or reduction in amounts  received or receivable or reduction in
return on capital  ("Costs")  shall not constitute a waiver of such Bank's right
to demand such compensation;  provided that the Borrowers shall not be under any
obligation to compensate any Bank under  paragraph (a) or (b) above with respect
to Costs with respect to any period prior to the date that is three months prior
to the date such Bank knew or should  reasonably  have been expected to be aware
of (i) the  circumstances  giving  rise to such  Costs,  (ii) the fact that such
circumstances  would in fact  result in a claim for  increased  compensation  by
reason of such Costs, and (iii) the exact amount of such Costs; provided further
that the  foregoing  limitation  shall not apply to any Costs arising out of the
retroactive application of any law, regulation,  rule, guideline or directive as
aforesaid within such three month period.

     2.17 Taxes.

     (a) All payments made by the Borrowers  hereunder and under each Note shall
be made free and clear of and without deduction for any present or future taxes,
levies, imposts, deductions,  charges, or withholdings, and all liabilities with
respect thereto  (excluding,  in the case of the Agent and each Bank, net income
taxes and franchise or gross  receipts  taxes imposed on the Agent or such Bank,
as the case may be, as a result of a present or former  connection  between  the
jurisdiction  of the  government or taxing  authority  imposing such tax and the
Agent or such Bank (excluding a connection arising solely from the Agent or such
Bank having  executed,  delivered or  performed  its  obligations  or received a
payment under, or enforced, this Agreement or the Notes)) (all such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions and withholdings being
hereinafter called "Taxes"). If the Borrowers shall be required by Law to deduct
any Taxes  from or in respect of any sum  payable  hereunder  or under any Note,
(i) the sum payable  shall be increased as may be necessary so that after making
all required  deductions  (including  deductions  applicable to additional  sums
payable  under this Section) the Agent and each Bank receives an amount equal to
the sum it would  have  received  had no such  deductions  been  made,  (ii) the
Borrowers  shall make such  deductions and (iii) the  Borrowers shall timely pay
the full amount  deducted to the  relevant tax  authority or other  authority in
accordance with applicable Law.

     (b) In addition,  the Borrowers agree to pay any present or future stamp or
documentary  taxes or any other excise or property  taxes,  charges,  or similar
levies  which  arise from any  payment  made  hereunder  or from the  execution,
delivery,  or  registration  of, or otherwise with respect to, this Agreement or
any Note (hereinafter referred to as "Other Taxes").

     (c) The  Borrowers  shall  indemnify  the  Agent and each Bank for the full
amount of Taxes or Other  Taxes  (including,  without  limitation,  any Taxes or
Other  Taxes  imposed  by  any   jurisdiction  on  amounts  payable  under  this
subsection)  paid  by the  Agent  or  any  Bank  and  any  liability  (including
penalties,  interest,  and expenses)  arising therefrom or with respect thereto,
whether or not such Taxes or Other  Taxes were  correctly  or legally  asserted.
This  indemnification  shall be made within 30 days from the date the Agent or a
Bank makes written demand therefor.

     (d)  Within  30 days  after  the date of any  payment  of any  Taxes by the
Borrowers, if available, the Borrowers shall furnish to the Agent and each Bank,
at its address referred to herein, the original or a certified copy of a receipt
evidencing payment thereof.

     (e)  Without  prejudice  to the  survival  of any  other  agreement  of the
Borrowers  hereunder,  the agreements and obligations of the Borrowers contained
in  subsections  2.17(a)  through  (d)  shall  survive  the  payment  in full of
principal and interest hereunder and under any instrument delivered hereunder.

     (f) Each Bank that is not incorporated  under the laws of the United States
of America or a state  thereof  agrees that it will deliver to the Borrowers and
the  Agent (i) two duly  completed  copies of  United  States  Internal  Revenue
Service Form W-8ECI or W-8BEN or successor  applicable form, as the case may be,
and (ii) an Internal  Revenue  Service Form W-8 or W-9 or  successor  applicable
form.  Each such Bank also agrees to deliver to the  Borrowers and the Agent two
further  copies  of the  said  Form  W-8ECI  or W-BEN  and  Form W-8 or W-9,  or
successor applicable forms or other manner of certification, as the case may be,
on or before the date that any such form  expires or becomes  obsolete  or after
the  occurrence  of any  event  requiring  a  change  in the  most  recent  form
previously  delivered by it to the  Borrowers,  and such  extensions or renewals
thereof as may reasonably be requested by the Borrowers or the Agent,  unless in
any such case an event (including, without limitation, any change in treaty, law
or  regulation)  has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms  inapplicable  or which would
prevent such Bank from duly completing and delivering any such form with respect
to it and such Bank so advises the  Company and the Agent.  Each such Bank shall
certify  (i) in the case of a Form  W-8ECI  or  W-BEN,  that it is  entitled  to
receive  payments under this Agreement  without  deduction or withholding of any
United States  federal income taxes and (ii) in the case of a Form W-8 or W-9 or
successor  applicable  form,  that it is  entitled to an  exemption  from United
States backup withholding tax.

     (g)  Notwithstanding  the foregoing  subsections  2.17(a)  through (e), the
Borrowers  shall not be  required to pay any  additional  amounts to any Bank in
respect of United States withholding tax pursuant to such subsections if (i) the
obligation  to pay such  additional  amounts  would  not have  arisen  but for a
failure by such Bank to comply with the  requirements  of subsection  2.17(f) or
(ii) such  Bank shall not have  furnished  the Company with such forms listed in
subsection  2.17(f) and shall not have taken such other steps as reasonably  may
be available to it under  applicable  tax laws and any  applicable tax treaty or
convention to obtain an exemption  from, or reduction (to the lowest  applicable
rate) of, such United States withholding tax.

     (h) If the Agent or any Bank receives a refund in respect of Taxes or Other
Taxes paid by the  Borrowers,  which in the good faith  judgment of the Agent or
such Bank is allocable  to such  payment,  it shall,  if no Event of Default has
occurred,  promptly pay such refund to the Borrowers,  net of all  out-of-pocket
expenses  (including any taxes to which such Bank has become subject as a result
of its receipt of such  refund) of the Agent or such Bank  incurred in obtaining
such refund and without interest; provided, however, that the Borrowers agree to
promptly  return such refund  (plus all  out-of-pocket  expenses  including  any
penalties,  interest  or other  charges  imposed  by the  relevant  governmental
authority)  to the  Agent or the  applicable  Bank,  as the  case may be,  if it
receives  notice  from the  Agent or such  Bank  that the  Agent or such Bank is
required to repay such refund to such governmental authority.  Nothing contained
in this Section  2.17(h) shall  require the Agent or any Bank to make  available
its tax returns (or any other  information  relating to its taxes which it deems
to be confidential) to the Borrowers or any other Person.

     2.18 Indemnity.

     (a) The Borrowers jointly and severally agree to indemnify each Bank and to
hold each Bank  harmless from any loss or expense which such Bank may sustain or
incur as a  consequence  of (i) default by the  Borrowers in payment when due of
the principal  amount of or interest on any LIBOR Loan or Swing Line Loan,  (ii)
default  by  the  Borrowers  in  making  a  borrowing  of,  conversion  into  or
continuation  of LIBOR  Loans or Swing Line Loans  which are not Base Rate Loans
after the Borrowers have given a notice  requesting the same in accordance  with
the provisions of this  Agreement,  (iii) default by the Borrowers in making any
prepayment  after the Borrowers have given a notice  thereof in accordance  with
the  provisions  of this  Agreement or (iv) the making of a prepayment  (whether
voluntary,  mandatory,  as a result of acceleration or otherwise) of LIBOR Loans
or Swing Line Loans which are not Base Rate Loans on a day which is not the last
day of an Interest  Period with respect thereto (or, in the case of a Swing Line
Loans on the date such Swing Line Loan is due),  including,  without limitation,
in each case, any such loss or expense  arising from the  reemployment  of funds
obtained by it or from fees  payable to terminate  the deposits  from which such
funds were obtained.  A certificate as to any amounts that a Bank is entitled to
receive under this Section 2.18  submitted by such Bank,  through the Agent,  to
the Company shall be conclusive in the absence of clearly demonstrable error and
all such amounts  shall be paid by the  Borrowers  promptly  upon demand by such
Bank.  This covenant  shall survive the  termination  of this  Agreement and the
payment of the Notes and all other amounts payable hereunder.

     (b) For the purpose of calculation  of all amounts  payable to a Bank under
this subsection,  each Bank shall be deemed to have actually funded its relevant
LIBOR Loan or Swing Line Loan through the purchase of a deposit bearing interest
at the LIBOR Rate or the  applicable  rate on such Swing Line Loan,  as the case
may be, in an amount  equal to the amount of that LIBOR Loan or Swing Line Loan,
as the case may be, and having a maturity  comparable  to the relevant  Interest
Period or applicable period for such Swing Line Loan;  provided,  however,  that
each Bank may fund each of its LIBOR Loans, and the Swing Line Bank may fund its
Swing Line Loans, in any manner it sees fit, and the foregoing assumptions shall
be utilized only for the calculation of amounts  payable under this  subsection.
This covenant shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

     2.19 Judgment Currency.

     (a) If for the purposes of obtaining  judgment in any court it is necessary
to convert a sum due  hereunder or under a Note in any currency  (the  "Original
Currency")  into another  currency (the "Other  Currency"),  the parties  hereby
agree,  to the fullest  extent  permitted by Law, that the rate of exchange used
shall be that at which in accordance  with normal  banking  procedures the Agent
could  purchase the Original  Currency with the Other Currency after any premium
and costs of exchange on the Business Day preceding that on which final judgment
is given.

     (b) The  obligation  of the  Borrowers  in  respect of any sum due from the
Borrowers to any Bank hereunder shall,  notwithstanding any judgment in an Other
Currency, whether pursuant to a judgment or otherwise, be discharged only to the
extent  that,  on the  Business  Day  following  receipt  by any Bank of any sum
adjudged to be so due in such Other  Currency,  such Bank may in accordance with
normal  banking  procedures  purchase  the  Original  Currency  with such  Other
Currency.  If the amount of the Original  Currency so purchased is less than the
sum originally due to such Bank in the Original Currency,  the Borrowers jointly
and severally  agree,  as a separate  obligation  and  notwithstanding  any such
judgment or payment, to indemnify such Bank against such loss.

     2.20 Borrowers'  Representative.  Each of the Borrowers hereby appoints the
Company  as its  non-exclusive  representative,  and  grants to the  Company  an
irrevocable power of attorney to act as its attorney-in-fact, with regard to all
matters  relating  to this  Agreement  and  each of the  other  Loan  Documents,
including,  without  limitation,   execution  and  delivery  of  any  Notice  of
Borrowing, and amendments, supplements, waivers or other modifications hereto or
thereto,  receipt of any notices  hereunder or thereunder and receipt of service
of process in  connection  herewith or therewith  and making all elections as to
interest  rates and interest  payment dates.  (In such capacity,  the Company is
herein referred to as the "Borrowers'  Representative.") The Agent and the Banks
shall  be  entitled  to  rely  exclusively  on the  Borrowers'  Representative's
authority so to act in each instance without inquiry or investigation,  and each
of the Borrowers  hereby agrees to indemnify and hold harmless the Agent and the
Banks for any  losses,  costs,  delays,  errors,  claims,  penalties  or charges
arising from or out of the Borrowers'  Representative's actions pursuant to this
Section 2.20 and the Agent's and the Banks' reliance thereon and hereon.  Notice
from the Borrowers'  Representative shall be deemed to be notice from all of the
Borrowers  and  notice to the  Borrowers'  Representative  shall be deemed to be
notice to all of the Borrowers. Nothing in this Section 2.20 shall vitiate or be
held contrary to the  Borrowers'  representations  and  covenants  regarding the
Loans or the net worth or solvency of the Borrowers made herein or in any of the
Loan Documents.

     2.21 European Monetary Union. (a) If, as a result of the  implementation of
the European  monetary  union,  (i) any  Optional  Currency  ceases to be lawful
currency of the nation issuing the same and is replaced by the Euro, or (ii) any
Optional  Currency  and  the  Euro  are  at  the  same  time  recognized  by any
governmental authority of the nation issuing such currency as lawful currency of
such  nation  and the  Agent  shall  so  request  in a notice  delivered  to the
Borrowers,  then any amount payable  hereunder by the Borrowers in such Optional
Currency shall instead be payable in the Euro and the amount so payable shall be
determined by translating  the amount  payable in such Optional  Currency to the
Euro at the  exchange  rate  recognized  by the  European  Central  Bank for the
purpose of implementing the European monetary union.  Prior to the occurrence of
the event or events described in clauses (i) and (ii) of the preceding sentence,
each amount payable hereunder in any Optional Currency will, except as otherwise
provided herein, continue to be payable only in that Optional Currency.

     (b) The Borrowers  agree,  at the request of the Agent,  to compensate  the
Agent or any Bank for any loss,  cost,  expense or  reduction in return that the
Agent or such Bank shall reasonably  determine shall be incurred or sustained by
the  Agent  or such  Bank as a  result  of the  implementation  of the  European
monetary  union and that would not have been  incurred or sustained  but for the
transactions  provided  for  herein.  A  certificate  of the  Agent or such Bank
setting forth the determination of the amount or amounts necessary to compensate
the Agent or such Bank shall be delivered to the Borrowers through the Agent and
shall be conclusive absent manifest error so long as such  determination is made
on a reasonable  basis.  The Borrowers  shall pay the Agent or such Bank, as the
case may be, the  amount  shown as due on any such  certificate  within ten (10)
days after receipt thereof.

     (c) The  Borrowers  agree  at the  time  of or at any  time  following  the
implementation  of any changes to the European monetary union, to use reasonable
efforts to enter into an agreement  amending this  Agreement in order to reflect
the implementation of such changes,  and to place the Banks and the Borrowers in
the  position  with  respect to the  settlement  of payments of the Euro as they
would have been with  respect to the  settlement  of the  Optional  Currency  it
replaced.

     2.22  Foreign  Borrower  Obligations.  (a)  Notwithstanding  the  joint and
several liability of the Borrowers under this Agreement, the obligations of each
Foreign  Borrower  on  account  of  principal  and  interest  and  Reimbursement
Obligations  shall be limited to the principal  amount  advanced to such Foreign
Borrower and its Subsidiaries and reimbursement of draws under Letters of Credit
issued for the account of such  Foreign  Borrower and its  Subsidiaries  and, in
each case, interest thereon.  Each Foreign Borrower shall be liable only for its
pro rata share of all fees and expenses and other sums due hereunder (other than
principal  and interest on the Loans) based upon the ratio of Loans  outstanding
to such Foreign Borrower to the total amount of Loans outstanding hereunder.

     (b) Any Foreign Borrower may from time to time deliver a termination notice
to the Agent  requesting that it no longer be a party hereto.  Such  termination
shall be effective  two Business  Days after receipt by the Agent so long as all
obligations of such Foreign Borrower hereunder have been paid in full (including
principal,  interest and other  amounts) and no Letter of Credit  issued for the
account or benefit of such Foreign  Borrower is  outstanding;  provided that, to
the extent this Agreement  provides for the survival of certain  provisions upon
termination hereof, such surviving  provisions shall survive a termination under
this subsection with respect to any such Foreign Borrower.  Following receipt of
such  notice,  no  further  Loans  may be  borrowed  by  such  Foreign  Borrower
hereunder,  unless such Foreign Borrower shall thereafter  rejoin this Agreement
as a Borrower pursuant to the joinder provisions of Section 5.9 hereof.

     2.23 Change of Lending  Office.  Each Bank agrees that, upon the occurrence
of any event giving rise to the  operation of Sections 2.16 or 2.17 with respect
to such Bank, it will, if requested by the  Borrowers,  use  reasonable  efforts
(subject to overall  policy  considerations  of such Bank) to designate  another
lending  office for any Loans affected by such event with the object of avoiding
the consequences of such event; provided, that such designation is made on terms
that,  in the sole  judgment  of such  Bank,  cause  such  Bank and its  lending
office(s) to suffer no economic,  legal,  regulatory or other disadvantage,  and
provided,  further,  that  nothing  in this  Section  shall  affect or delay the
required performance of any of the obligations of the Borrowers or the rights of
any Bank pursuant to Sections 2.16 or 2.17.

     2.24.  Substitution  of Banks.  Upon the receipt by the Borrowers  from any
Bank (an  "Affected  Bank") of a notice under  Section  2.13(b) or a claim under
Section 2.16 or 2.17,  the  Borrowers  may: (a) request one or more of the other
Banks to  acquire  and  assume  all or part of such  Affected  Bank's  Loans and
Commitment;  or (b) replace such  Affected Bank by  designating  another bank or
financial  institution  that is willing to  acquire  such Loans and assume  such
Commitment;  provided  that (i) such  replacement  does  not  conflict  with any
Requirement  of Law, (ii) no Default or Event of Default shall have occurred and
be continuing at the time of such  replacement,  (iii) the  replacement  bank or
institution  shall  purchase,  at par,  all Loans,  accrued  interest  and other
amounts owing to such replaced Bank on and as of the date of  replacement,  (iv)
the  Borrowers  shall be liable to such  replaced Bank under Section 2.18 if any
LIBOR Loan owing to such  replaced  Bank shall be prepaid (or  purchased)  other
than on the last day of the Interest Period  relating  thereto and shall pay any
such amounts to such Bank on the date of such  replacement,  (v) the replacement
bank or institution,  if not already a Bank, shall be reasonably satisfactory to
the Agent, (vi) the replaced Bank shall be obligated to make such replacement in
accordance  with the  provisions of Section 9.6 (provided  that the Borrowers or
replacement  Bank shall be obligated to pay the registration and processing fee)
and (vii) the  Borrowers  shall pay all  additional  amounts  (if any)  required
pursuant  to  Sections  2.16 or 2.17,  as the case may be,  to the  extent  such
additional  amounts  were  incurred  on or  prior  to the  consummation  of such
replacement.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce the Agent and the Banks to enter into this  Agreement and to make
the  Loans  and issue or  participate  in the  Letters  of  Credit,  each of the
Borrowers hereby represents and warrants to the Agent and each Bank that:

     3.1 Financial Condition.

     (a) The  consolidated  balance  sheet of the Company  and its  consolidated
Subsidiaries as at December 31, 1999 and the related consolidated  statements of
income and of cash flows for the period ended on such date, copies of which have
heretofore  been  furnished  to  each  Bank,  present  fairly  the  consolidated
financial condition of the Company and its consolidated  Subsidiaries as at such
date, and the consolidated  results of their  operations and their  consolidated
cash flows for the period then ended. All such financial  statements,  including
the related  schedules and notes thereto,  have been prepared in accordance with
GAAP applied consistently  throughout the periods involved.  Neither the Company
nor any of its  consolidated  Subsidiaries  had,  at the date of the most recent
balance sheet referred to above, any material Guaranty Obligation, liability for
taxes,  or any  long-term  lease or  unusual  forward or  long-term  commitment,
including,  without  limitation,  any interest rate or foreign  currency swap or
exchange  transaction,  which is required by GAAP to be but is not  reflected in
the foregoing statements or in the notes thereto.

     (b)  The  unaudited  consolidated  balance  sheet  of the  Company  and its
consolidated  Subsidiaries  as at  March  31,  2000  and the  related  unaudited
consolidated  statements of income and of cash flows for the three-month  period
ended on such date,  certified by a  Responsible  Officer,  copies of which have
heretofore  been  furnished  to  each  Bank,  present  fairly  the  consolidated
financial condition of the Company and its consolidated  Subsidiaries as at such
date, and the consolidated  results of their  operations and their  consolidated
cash flows for the  three-month  period then ended  (subject to normal  year-end
audit  adjustments).  All  such  financial  statements,  including  the  related
schedules and notes thereto,  have been prepared in accordance with GAAP applied
consistently throughout the periods involved. Neither the Company nor any of its
consolidated  Subsidiaries  had,  at the date of the balance  sheet  referred to
above, any material Guaranty  Obligation,  liability for taxes, or any long-term
lease or unusual forward or long-term commitment, including, without limitation,
any interest  rate or foreign  currency swap or exchange  transaction,  which is
required by GAAP to be but is not  reflected in the  foregoing  statements or in
the notes thereto.

     3.2 No Change.  Since  December 31, 1999,  there has been no development or
event nor any prospective development or event which has had or could reasonably
be expected to have a Material Adverse Effect.

     3.3 Corporate Existence; Compliance with Law. Each of the Borrowers and its
Subsidiaries (a) is duly organized,  validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the corporate or other
power and authority,  and the legal right,  to own and operate its property,  to
lease the property it operates as lessee and to conduct the business in which it
is currently  engaged,  (c) is duly  qualified to transact  business and in good
standing  under  the laws of each  jurisdiction  where its  ownership,  lease or
operation of property or the conduct of its business requires such qualification
except where the failure to be so qualified  could not reasonably be expected to
have a Material  Adverse Effect,  and (d) is in compliance with all Requirements
of Law except to the extent that its failure to comply  therewith  could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.

     3.4 Corporate Power;  Authorization;  Enforceable Obligations.  Each of the
Borrowers has the corporate or other power, authority,  and legal right to make,
deliver  and  perform  this  Agreement,  the  Applications  and each  other Loan
Document  to which it is a party  and to  borrow  hereunder  and has  taken  all
necessary corporate or other action to authorize the Extensions of Credit on the
terms and  conditions of this Agreement and each other Loan Document to which it
is a party and to authorize  the  execution,  delivery and  performance  of this
Agreement  and each other Loan  Document  to which it is a party.  No consent or
authorization of, filing with or other act by or in respect of, any Governmental
Authority  or any other  Person  (including  stockholders  and  creditors of the
Borrowers) is required in connection with the Extensions of Credit  hereunder or
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement,  the  Notes,  the  Applications  or any  other  Loan  Document.  This
Agreement  has been and each other Loan Document to which it is a party will be,
duly  executed  and  delivered  on  behalf  of  such  Borrower.  This  Agreement
constitutes  and each other Loan  Document  when  executed  and  delivered  will
constitute, a legal, valid and binding obligation of the Borrowers party thereto
enforceable  against such Borrowers in accordance with their  respective  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).

     3.5  No  Legal  Bar.  The  execution,  delivery  and  performance  of  this
Agreement,  the Notes,  the  Applications  and the other Loan  Documents  by the
Borrowers,  the  Extensions  of  Credit  extended  hereunder  and the use of the
proceeds  thereof  will  not  violate  any  Requirement  of Law  or  Contractual
Obligation of any Borrower or any of its Subsidiaries and will not result in, or
require, the creation or imposition of any Lien on any properties or revenues of
any Borrower pursuant to any such Requirement of Law or Contractual Obligation.

     3.6 No Material Litigation.  No litigation,  investigation or proceeding of
or before  any  arbitrator  or  Governmental  Authority  is  pending  or, to the
knowledge  of the  Borrowers,  threatened  against any  Borrower or any of their
respective  Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to this Agreement, the Notes, the other Loan Documents
or any of the transactions  contemplated  hereby,  or (b) as to which there is a
reasonable  likelihood  of an  adverse  determination  and which,  if  adversely
determined, could have a Material Adverse Effect.

     3.7 No Default.  Neither the Company,  any other Borrower nor any of its or
their Subsidiaries is in default under or with respect to any of its Contractual
Obligations  in any  respect  which  could have a Material  Adverse  Effect.  No
Default or Event of Default has occurred and is continuing.

     3.8 Taxes.  Each of the  Borrowers  has filed or caused to be filed all tax
returns which, to its knowledge, are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any  assessments  made against
it or any of its property and all other taxes,  fees or other charges imposed on
it or any of its  property  by any  Governmental  Authority  (other than any the
amount or  validity  of which are  currently  being  contested  in good faith by
appropriate  proceedings  and  with  respect  to  which  reserves,  if  any,  in
conformity  with GAAP  have been  provided  on the books of the  Company  or its
Subsidiaries,  as the case may be); no federal  tax Lien has been filed  against
any of the Borrowers or any of their Subsidiaries.

     3.9 Federal Regulations.  No part of the proceeds of any Loans will be used
for "purchasing" or "carrying" any "margin stock" within the respective meanings
of each of the quoted terms under Regulation U or for any purpose which violates
the  provisions  of  Regulation U  or any  other  Regulations  of the  Board  of
Governors of the Federal Reserve System.  If requested by any Bank or the Agent,
the  Borrowers  will  furnish  to the  Agent and each  Bank a  statement  to the
foregoing  effect in conformity with the requirements of FR Form U-l referred to
in said  Regulation  U. No part of the proceeds of the Loans  hereunder  will be
used  for any  purpose  which  violates,  or  which is  inconsistent  with,  the
provisions of Regulation X.

     3.10 ERISA. Each Plan (such representations in respect of any Multiemployer
Plan being made to the best  knowledge  of each  Borrower)  has  complied in all
material  respects  with the  applicable  provisions  of ERISA and the Code.  No
prohibited  transaction or accumulated  funding  deficiency  (each as defined in
subsection  7.1(i)) or Reportable  Event has occurred with respect to any Single
Employer  Plan.  The  present  value of all accrued  benefits  under each Single
Employer Plan of which any Borrower or a Commonly Controlled Entity is a sponsor
(based on those  assumptions  used to fund the  Plans),  as  calculated  by such
Borrower's actuaries, 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 the Plans allocable to such benefits. Neither any Borrower nor any
Commonly  Controlled  Entity has had a complete or partial  withdrawal  from any
Multiemployer  Plan and neither any Borrower nor any Commonly  Controlled Entity
would become  subject  under ERISA to any  liability if any Borrower or any such
Commonly  Controlled  Entity were to withdraw  completely from any Multiemployer
Plan  as  of  the   valuation   date  most  closely   preceding  the  date  this
representation is made or deemed made. Such  Multiemployer  Plans are neither in
Reorganization  as defined in Section 4241 of ERISA nor  Insolvent as defined in
Section 4245 of ERISA. The present value  (determined  using actuarial and other
assumptions  which are  reasonable  in respect of the benefits  provided and the
employees  participating)  of the  liability of the  Borrowers and each Commonly
Controlled Entity for  post-retirement  benefits to be provided to their current
and former  employees under Plans which are welfare benefit plans (as defined in
Section 3(1) of ERISA) does not, in the  aggregate,  exceed the assets under all
such Plans  allocable  to such  benefits.  Neither any Borrower nor any Commonly
Controlled Entity has any or has received notice of any liability under the Coal
Industry  Retiree Health Benefit Act of 1992.  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 to the date on
which  this  representation  is made or deemed  made with  respect to any Single
Employer Plan or  Multiemployer  Plan. No termination of a Single  Employer Plan
has  occurred,  and no Lien on assets of any of the  Borrowers  or any  Commonly
Controlled  Entity  in  favor  of the  PBGC or a Plan  has  arisen  during  such
five-year period.

     3.11  Investment  Company  Act.  None of the  Borrowers  is an  "investment
company",  or a company  "controlled"  by an  "investment  company",  within the
meaning of the Investment Company Act of 1940, as amended.

     3.12  Public  Utility  Holding  Company  Act.  No  Borrower  is  subject to
regulation as a "holding company",  subject to regulation as an "affiliate" of a
"holding  company",  or subject to  regulation  as a  "subsidiary  company" of a
"holding company",  in each case under the Public Utility Holding Company Act of
1935, as amended.

     3.13 Environmental Matters.  Except to the extent that all of the following
could not reasonably be expected to have a Material Adverse Effect:

     (a) The Properties do not contain, and have not previously  contained,  in,
on,  or  under,  including,   without  limitation,   the  soil  and  groundwater
thereunder,  any Materials of Environmental Concern in amounts or concentrations
that constitute or constituted a violation of, or reasonably  could give rise to
liability under Environmental Laws.

     (b) The  Properties and all operations and facilities at the Properties are
in  compliance,  and have in the last five  years  been in  compliance  with all
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 any Borrower or any Subsidiary  thereof which could
interfere  with the continued  operation of any of the  Properties or impair the
fair  saleable  value of any  thereof.  None of the  Borrowers  nor any of their
Subsidiaries have assumed any liability of any Person under Environmental Laws.

     (c)  Neither  the  Company  nor  any  other   Borrower  nor  any  of  their
Subsidiaries has received or is aware of any claim, notice of violation, alleged
violation,  non-compliance,   investigation  or  advisory  action  or  potential
liability  regarding  environmental  matters or compliance of Environmental  Law
with regard to the Properties which has not been satisfactorily  resolved by the
Company or such other Borrower or  Subsidiary,  nor is the Company nor any other
Borrower or  Subsidiary  aware or have reason to believe that any such action is
being contemplated, considered or threatened.

     (d) Materials of  Environmental  Concern have not been generated,  treated,
stored, transported, disposed of, at, on, from or under any of the Properties by
any of the  Borrowers nor any of their  Subsidiaries,  nor have any Materials of
Environmental  Concern been  transferred by any of the Borrowers or any of their
Subsidiaries  from the Properties to any other location except in either case in
the ordinary  course of business of the Borrowers or any  Subsidiary  thereof in
compliance with all Environmental  Laws and such that it could not reasonably be
expected to give rise to liability under any applicable Environmental Law.

     (e)  There  are  no  governmental,   administrative   actions  or  judicial
proceedings  pending  or,  to the  best  knowledge  of  each  Borrower  and  its
Subsidiaries  after  reasonable  inquiry,  contemplated or threatened  under any
Environmental Laws to which the Company or any Subsidiary is or will be named as
a party with  respect to the  Properties,  nor are there any consent  decrees or
other decrees,  consent orders,  administrative orders or other orders, or other
administrative or judicial requirements  outstanding under any Environmental Law
with respect to any of the Properties.

     (f)  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 operation of the Company or any of its  Subsidiaries  in connection with the
Properties or otherwise in connection with the business  operated by the Company
or any of its  Subsidiaries  in  violation  of or in amounts or in a manner that
could  reasonably be expected to give rise to liability under any  Environmental
Law.
     3.14 No Material Misstatements. No financial statement, exhibit or schedule
furnished by or on behalf of any Borrower to the Agent or any Bank in connection
with the  negotiation  of this  Agreement,  any Note or any other Loan  Document
contains  any  misstatement  of fact,  or  omitted  or  omits to state  any fact
necessary to make the statements  therein not misleading under the circumstances
under which they were made or given,  where such  misstatement or omission would
be material to the interests of the Banks with respect to the performance of one
or more Borrowers of its or their obligations hereunder or thereunder.

     3.15 Title to Properties.  The Borrowers have good and marketable  title to
or valid leasehold interest in all material properties,  assets and other rights
which they purport to own or lease or which are  reflected as owned or leased on
their respective books and records, free and clear of all Liens and encumbrances
except  Permitted  Liens,  and  subject  to  the  terms  and  conditions  of the
applicable  leases,  except for minor  defects in title that do not interfere in
any material respect with their ability to conduct their businesses as presently
conducted.  All leases of  property  are in full force and  effect  without  the
necessity  for  any  consent  which  has  not  previously   been  obtained  upon
consummation of the transactions contemplated hereby unless the failure to be in
effect or to obtain such consent would not have a Material Adverse Effect.

     3.16 Intellectual  Property.  Each of the Borrowers owns, or is licensed to
use, all trademarks,  tradenames, copyrights, technology, know-how and processes
necessary  for  the  conduct  of  its  business  as  currently   conducted  (the
"Intellectual  Property"),  except  for those as to which the  failure to own or
license could not reasonably be expected to have a Material  Adverse Effect.  No
claim has been asserted and is pending by any Person  challenging or questioning
the use of any such  Intellectual  Property,  nor does such Borrower know of any
valid  basis for any such claim  which  could  reasonably  be expected to have a
Material Adverse Effect. The use of such Intellectual  Property by the Borrowers
and their  Subsidiaries  does not infringe the rights of any Person,  except for
such claims and  infringements  that, in the  aggregate,  do not have a Material
Adverse Effect.

     3.17 List of  Subsidiaries.  All of the Subsidiaries of each Borrower as of
the date hereof are listed on Schedule  3.17 to this  Agreement  under its name,
and the respective  number of shares of authorized  Capital Stock and issued and
outstanding Capital Stock are as set forth on such schedule.

     3.18 Solvency.  Each of the Borrowers is, and after receipt and application
of the initial Loans hereunder will be, solvent such that: (a) the fair value of
its assets (including  without limitation the fair salable value of the goodwill
and other intangible property of such Borrower) is greater than the total amount
of its liabilities,  including without limitation, Guaranty Obligations, (b) the
present fair salable value of its assets (including  without limitation the fair
salable value of the goodwill and other intangible property of such Borrower) is
not less than the amount that will be required to pay the probable  liability on
its debts as they become  absolute  and  matured,  and (c) it is able to realize
upon  its  assets  and pay its  debts  and  other  liabilities  and  commitments
(including  Guaranty  Obligations)  as  they  mature  in the  normal  course  of
business.  Each  Borrower  (a) does not intend to, and does not believe  that it
will,  incur  debts or  liabilities  beyond its ability to pay as such debts and
liabilities  mature,  and (b) is not  engaged in a business or  transaction,  or
about to engage in a  business  or  transaction,  for which its  property  would
constitute  unreasonably  small  capital after giving due  consideration  to the
prevailing practice and industry in which it is engaged.

     3.19  Insurance.  All  insurance  policies  and  bonds  maintained  by  the
Borrowers and their  Subsidiaries or any  replacements  thereof provide adequate
coverage from reputable and financially sound insurers in amounts  sufficient to
insure  the  assets  and  risks  of the  Borrowers  and  their  Subsidiaries  in
accordance with prudent  business  practice in the industry of the Borrowers and
their Subsidiaries.

     3.20 Year 2000. Prior to January 1, 2000, the Borrowers  reviewed the areas
within its business  and  operations  which could be adversely  affected by, and
developed a program to address on a timely basis, the risk that certain computer
applications  used by the  Borrowers  may be unable  to  recognize  and  perform
properly  date-sensitive  functions  involving dates prior to and after December
31, 1999 (the "Year 2000 Problem"). The Year 2000 Problem did not result in, and
is not reasonably expected to result in, any Material Adverse Effect.


                         SECTION 4. CONDITIONS PRECEDENT

     4.1 Conditions to Closing.  This Agreement shall become  effective upon the
satisfaction of each of the following conditions precedent:

     (a) Credit  Agreement  and Notes.  The Agent shall have  received  (i) this
Agreement,  (A) executed  and  delivered  by a duly  authorized  officer of each
Borrower,  with a counterpart for each Bank, and (B) executed and delivered by a
duly authorized officer of each Bank, (ii) for the account of each 364 Day Bank,
a 364 Day Note,  (iii) for the account of each Five Year Bank,  a Five Year Note
and (iv) a Swing Line Note for the  account of the Swing Line Bank,  in the case
of clauses (ii), (iii) and (iv) hereof,  conforming to the  requirements  hereof
and executed by a duly authorized officer of each Borrower.

     (b) Corporate Proceedings;  No Default. The Agent shall have received, with
a  counterpart  for each Bank, a  certificate  of the  Secretary or an Assistant
Secretary  of each  Borrower  dated as of the Closing Date  certifying  (A) that
attached  thereto is a true and complete  copy of the  resolutions,  in form and
substance  satisfactory to the Agent, of the Board of Directors of such Borrower
authorizing (i) the execution,  delivery and performance of this Agreement,  the
Notes  and the  other  Loan  Documents  to  which  it is a  party,  and (ii) the
Extensions of Credit contemplated  hereunder and that such resolutions  attached
thereto have not been amended,  modified,  revoked or  rescinded,  (B) as to the
incumbency and specimen signature of each officer executing any Loan Document on
behalf of a Borrower and (C) that the representations contained in Section 3 are
true and  correct,  that the  Borrowers  are in  compliance  with all  covenants
contained  herein and there  exists no Default or Event of Default  after giving
effect to the initial Loans hereunder.

     (c) Corporate Documents.  The Agent shall have received, with a counterpart
for each Bank,  true and  complete  copies of the  articles  or  certificate  of
incorporation  certified by the  Secretary  of State or similar  official of the
state of  organization  of each Borrower,  and the by-laws of each Borrower,  in
each case,  certified  as of the  Closing  Date as complete  and correct  copies
thereof  by the  Secretary  or an  Assistant  Secretary  of such  Borrower.  The
documents  and  certifications  of  the  Secretary  or  an  Assistant  Secretary
contemplated   in  this  subsection  may  be  included  within  the  certificate
contemplated by subsection 4.1(b) above.

     (d) Fees and  Expenses.  The Agent shall have  received (i) the Closing Fee
and the fees  required to be paid on the Closing Date pursuant to the Fee Letter
and (ii) all other fees and expenses due and payable  hereunder on or before the
Closing Date (if then invoiced),  including,  without limitation, the reasonable
fees and expenses  accrued  through the Closing Date of Ballard  Spahr Andrews &
Ingersoll,  LLP,  counsel  to the  Agent in  connection  with  the  transactions
contemplated by the Loan Documents.

     (e) Legal Opinion. The Agent shall have received the executed legal opinion
of Dechert Price & Rhoads,  counsel to the Borrowers,  substantially in the form
of Exhibit E.
     (f) Good  Standing.  The Agent  shall have  received  certificates  of good
standing,  subsistence  and/or  status dated a recent date from the Secretary of
State  or  appropriate  taxing  or  other  authorities  in the  jurisdiction  of
incorporation or organization of each Borrower other than Foreign Borrowers.

     (g)  Additional  Matters.  All  corporate  and other  proceedings,  and all
documents,   instruments   and  other  legal  matters  in  connection  with  the
transactions  contemplated  by this Agreement and the other Loan Documents shall
be  satisfactory  in form and  substance to the Agent,  and the Agent shall have
received  such other  documents  and legal  opinions in respect of any aspect or
consequence  of the  transactions  contemplated  hereby or  thereby  as it shall
reasonably request.

     4.2 Conditions to Each  Extension of Credit.  The agreement of each Bank to
make any Extension of Credit  requested to be made by it on any date (including,
without  limitation,  its  initial  Extension  of  Credit)  is  subject  to  the
satisfaction of the following conditions precedent:

     (a) Existing  Credit  Arrangements.  On or before the initial  Extension of
Credit,  the  Existing  Credit  Agreement  shall  have been  terminated  and all
Indebtedness  thereunder shall have been repaid in full, all collateral (if any)
pledged to secure such  Indebtedness  shall be  released  and  executed  Uniform
Commercial  Code  termination  statements  shall  either  have been  filed or be
provided to the Agent.

     (b)  Representations  and  Warranties.  Each  of  the  representations  and
warranties  made  by  each  Borrower  herein  or  which  are  contained  in  any
certificate,  document or  financial  or other  statement  furnished at any time
under or in connection  herewith or therewith,  shall be true and correct in all
material respects on and as of such date as if made on and as of such date.

     (c) No Default.  No Default or Event of Default  shall have occurred and be
continuing  on such  date or after  giving  effect to the  Extensions  of Credit
requested  to be  made  on such  date.  Each  request  by the  Borrowers  for an
Extension of Credit hereunder shall constitute a representation  and warranty by
the  Borrowers as of the date of such  Extension  of Credit that the  conditions
contained in this Section 4.2 have been satisfied.


                        SECTION 5. AFFIRMATIVE COVENANTS

     Each of the  Borrowers  hereby  agrees that,  so long as either the 364 Day
Commitments or the Five Year Commitments remain in effect, any Note or Letter of
Credit remains  outstanding and unpaid, or any other amount is owing to any Bank
or the Agent hereunder, such Borrower shall:

     5.1 Financial Statements. Furnish to each Bank:

     (a) as soon as available, but in any event not later than 90 days after the
close of each fiscal year of the Company,  a copy of the annual audit report for
such year for the Company and its consolidated Subsidiaries, including therein a
consolidated  balance sheet of the Company and its consolidated  Subsidiaries as
at the end of such fiscal year,  and related  consolidated  statements of income
and  retained  earnings  and  changes  in  cash  flows  of the  Company  and its
consolidated  Subsidiaries  for such  fiscal  year,  all in  reasonable  detail,
prepared in  accordance  with GAAP  applied on a basis  consistently  maintained
throughout the period involved and with the prior year with such changes thereon
as shall be approved by the Company's  independent certified public accountants,
such financial statements to be certified by PriceWaterhouseCoopers LLP or other
nationally  recognized  independent certified public accountants selected by the
Company,  without  a "going  concern"  or like  qualification  or  exception  or
qualification  arising out of the scope of the audit (it being  understood  that
delivery of the Company's  report on form 10-K as filed with the  Securities and
Exchange Commission shall satisfy the provisions of this subsection); and

     (b) as soon as available, but in any event not later than 45 days after the
end of each of the first  three  quarterly  periods of each  fiscal  year of the
Company,  unaudited  consolidated  financial  statements  of the Company and its
consolidated Subsidiaries, including therein (i) a consolidated balance sheet of
the  Company  and its  consolidated  Subsidiaries  as at the end of such  fiscal
quarter,  (ii) the  related  consolidated  statements  of  income  and  retained
earnings of the Company and its consolidated Subsidiaries, and (iii) the related
consolidated  statement  of  changes  in  cash  flows  of the  Company  and  its
consolidated  Subsidiaries  all for the period from the beginning of such fiscal
quarter to the end of such  fiscal  quarter  and the  portion of the fiscal year
through the end of such quarter,  setting forth in each case in comparative form
the corresponding  figures for the like period of the preceding fiscal year; all
in  reasonable  detail,  prepared  in  accordance  with GAAP  applied on a basis
consistently  maintained  throughout the period  involved and with prior periods
and accompanied by a certificate of a Responsible Officer of the Company stating
that the financial  statements  fairly  present the  financial  condition of the
Company  and its  consolidated  Subsidiaries  as of the date and for the periods
covered  thereby  (subject  to  normal  year-end  audit  adjustments)  (it being
understood that delivery of the Company's  report on form 10-Q as filed with the
Securities  and  Exchange  Commission  shall  satisfy  the  provisions  of  this
subsection).

     5.2 Certificates; Other Information. Furnish to each Bank:

     (a) concurrently with the delivery of the financial  statements referred to
in subsection  5.1(a),  a certificate  of the  Company's  independent  certified
public accountants reporting on such financial statements stating that in making
the examination  necessary for certifying such financial statements no knowledge
was  obtained  of any  Default  or  Event of  Default,  except  as  specifically
indicated;

     (b) concurrently with the delivery of the financial  statements referred to
in subsections 5.1(a) and 5.1(b), a certificate of a Responsible  Officer of the
Company (each a  "Compliance  Certificate")  showing in detail the  calculations
demonstrating  compliance with the financial covenants set forth in Section 6.1,
together with a  certificate  of a  Responsible  Officer of the Company  stating
that, to the best of his or her  knowledge,  each of the  Borrowers  during such
period has kept,  observed,  performed and fulfilled each and every covenant and
condition  contained  in this  Agreement  and in the Notes  and the  other  Loan
Documents to which it is a party and that such officer has obtained no knowledge
of any  Default or Event of Default  except as  specifically  indicated;  if the
Compliance  Certificate shall indicate that such officer has obtained  knowledge
of a Default or Event of Default,  such Compliance  Certificate shall state what
efforts the Borrowers are making to cure such Default or Event of Default; and

     (c) promptly,  such additional financial and other information as the Agent
or any Bank may from time to time reasonably request.

     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
obligations  of  whatever  nature  (including  but  not  limited  to all  taxes,
assessments and  governmental  charges and levies upon them or upon any of their
respective  income,  profits or  property  prior to the date on which  penalties
attach thereto),  except where the amount or validity thereof is currently being
contested in good faith by  appropriate  proceedings  and reserves in conformity
with GAAP with respect thereto have been provided on the books of the Company or
its Subsidiaries, as the case may be.

     5.4 Maintenance of Existence. Except as otherwise permitted in Section 6.3,
preserve,  renew and keep in full force and effect its  corporate  existence and
take all  reasonable  action to maintain all rights,  privileges  and franchises
necessary in the normal  conduct of its  business;  comply with all  Contractual
Obligations and Requirements of Law, except to the extent that failure to comply
therewith could not in the aggregate,  reasonably be expected to have a Material
Adverse Effect.

     5.5 Maintenance of Insurance; Property.

     (a) Insure its  properties  and assets  against  loss or damage by fire and
such other  insurable  hazards as such assets are  commonly  insured  (including
fire,  extended  coverage,   property  damage,  worker's  compensation,   public
liability and business  interruption  insurance) and against other risks in such
amounts as similar  properties  and assets are insured by prudent  companies  in
similar  circumstances  carrying on similar  businesses,  and with reputable and
financially sound insurers, including self insurance to the extent customary.

     (b) Maintain in good repair, working order and condition (ordinary wear and
tear and casualty  excepted) in  accordance  with the general  practice of other
businesses of similar  character  and size,  all of those  properties  useful or
necessary to its business,  and, from time to time,  each of the Company and its
Subsidiaries will make or cause to be made all appropriate repairs,  renewals or
replacements  thereof, in each case, except as would not, individually or in the
aggregate, have a Material Adverse Effect.

     5.6  Inspection of Property;  Books and Records;  Discussions.  Keep proper
books of records and account in  conformity  with GAAP and all  Requirements  of
Law; and upon reasonable notice permit  representatives of any Bank to visit and
inspect any of its  properties  and examine and make  abstracts  from any of its
books and records during normal business hours and as often as may reasonably be
desired and to discuss the business,  operations,  properties  and financial and
other condition of the Company and its Subsidiaries  with officers and employees
of the Company and its Subsidiaries and with their independent  certified public
accountants.

     5.7 Notices. Promptly give notice to the Agent and each Bank of:

     (a) the occurrence of any Default or Event of Default;

     (b) any (i) default or event of default under any Contractual Obligation of
any Borrower or any  Subsidiary  thereof or (ii)  litigation,  investigation  or
proceeding  which may exist at any time between any  Borrower or any  Subsidiary
thereof and any Governmental Authority, which in either case, if not cured or if
adversely determined, as the case may be, could have a Material Adverse Effect;

     (c) any  litigation or proceeding  affecting any Borrower or any Subsidiary
thereof which, if adversely determined, could have a Material Adverse Effect, as
reasonably determined by the Company's corporate counsel;

     (d) the  following  events,  as soon as possible and in any event within 30
days after any Borrower 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, any Lien in favor of PBGC
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  Borrower  or any  Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the  terminating,  Reorganization  or  Insolvency  of,  any  Plan or (iii) an
assessment of liability  under the Coal Industry  Retiree  Health Benefit Act of
1992; and

     (e) an  event  which  has had or 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  Borrowers  and their  Subsidiaries  propose to take
with respect thereto.

     5.8 Environmental Laws.

     (a) Comply with, and require  compliance by all tenants and all subtenants,
if any,  with, all  Environmental  Laws and obtain and comply with and maintain,
and require that all tenants and subtenants obtain and comply with and maintain,
any  and  all  licenses,   approvals,   registrations  or  permits  required  by
Environmental  Laws, except in each case to the extent that failure to so comply
or obtain or maintain such documents  could not reasonably be expected to have a
Material Adverse Effect;

     (b) Comply with all final lawful and binding  orders and  directives of all
Governmental Authorities respecting Environmental Laws; and

     (c) Defend, indemnify and hold harmless the Agents and the Banks, and their
respective employees, agents, officers,  directors,  successors and assigns from
and against any 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 any violation
of or  noncompliance  with or liability  under any  Environmental  Laws,  or any
orders,  requirements  or demands of  Governmental  Authorities  related thereto
which in each case relate to or arise in connection  with any Borrower or any of
their  Subsidiaries,  any  Property  or any  activities  relating  to any  other
property or business of a Borrower or its Subsidiaries or the enforcement of any
rights  provided  herein  or in the other  Loan  Documents,  including,  without
limitation,  attorneys' and consultants' fees, response costs, investigation and
laboratory fees, court costs and litigation expenses,  except to the extent that
any of the foregoing arise out of the gross negligence or willful  misconduct of
any of the foregoing  enumerated parties.  This indemnity shall continue in full
force and effect regardless of the termination of this Agreement and the payment
of the Notes.

     5.9 Notice and  Joinder  of New  Subsidiaries.  Notify the Agent as soon as
practicable of its ownership of any  Subsidiary  that is not a Borrower in which
the  aggregate  amount of loans and  investments  made by the  Borrowers in such
Subsidiary,  or the  assets of  which,  exceeds  $5,000,000,  and,  unless  such
Subsidiary is a Foreign Subsidiary, cause such Subsidiary to execute and deliver
to the Agent within sixty (60) days after the date such  Subsidiary  is acquired
or otherwise  exceeds the  $5,000,000  threshold set forth above,  a Joinder and
Assumption  Agreement pursuant to which it shall,  among other things,  become a
Borrower hereunder. Within sixty (60) days after the Closing Date, the Borrowers
shall cause West Pharmaceutical  Services  Cleveland,  Inc., West Pharmaceutical
Services Canovanas,  Inc., West Pharmaceutical Services of Delaware,  Inc., West
Pharmaceutical  Services Vega Alta, Inc. and Paco  Laboratories,  Inc. to become
Borrowers  hereunder  by  executing  and  delivering  to the Agent a Joinder and
Assumption  Agreement.  The  Company  may elect at any time to have any  Foreign
Subsidiary  become a Borrower  hereunder  (subject to the  provisions of Section
2.22(a)  hereof)  by  executing  and  delivering  to the  Agent  a  Joinder  and
Assumption Agreement.

     5.10 Use of Proceeds. Use the proceeds of the Loans (i) for working capital
and general corporate  purposes in the ordinary course of business  including to
pay all or a portion  of the  purchase  price  for  Permitted  Acquisitions  and
repurchases of Capital Stock of the Company and (ii) to repay Indebtedness under
the Existing Credit Agreement.

     5.11 Subsequent Credit Terms. Notify the Agent in writing prior to entering
into any new credit arrangement or any amendment or modification of any existing
credit arrangement, in each case providing debt financing of $5,000,000 or more,
pursuant to which any of the Borrowers  agrees to (a) financial  covenants,  (b)
other  than  with  respect  to  Capital  Leases  or  purchase  money  financing,
limitations  on liens or (c)  limitations on incurring  debt,  which in any such
case are less  favorable in any material  respect to any of the  Borrowers  than
those contained in this Agreement (any such less favorable provisions,  the "New
Provisions").  Effective  upon any  Borrower's  entry  into any such  agreement,
amendment or modification,  this Agreement,  at the option of the Required Banks
in their sole discretion, shall be and shall be deemed to be immediately amended
to add the New  Provisions  (until such  agreement is terminated and all amounts
owing  thereunder are repaid,  at which point the New Provisions shall no longer
be effective);  provided, however, that the foregoing shall not be applicable to
or be deemed to affect any  provision of this  Agreement if any such  agreement,
amendment  or  modification  is more  favorable  to such  Borrower.  Each of the
Borrowers  hereby  agrees  promptly  to  execute  and  deliver  any and all such
documents and instruments and to take all such further actions as the Agent may,
in its  sole  discretion,  deem  necessary  or  appropriate  to  effectuate  the
provisions of this Section 5.11.


                          SECTION 6. NEGATIVE COVENANTS

     Each of the Borrowers hereby agrees that, so long as any Commitments remain
in effect,  any Note or Letter of Credit remains  outstanding and unpaid, or any
other amount is owing to any Bank or Agent  hereunder,  such Borrower  shall not
and shall not permit any of its Subsidiaries to, directly or indirectly:

     6.1 Financial Condition Covenants.

     (a)  Leverage  Ratio.  As of the  last  day of any  fiscal  quarter  of the
Company, permit the Leverage Ratio to be greater than .55 to 1.

     (b) Interest  Coverage  Ratio.  As of the last day of any fiscal quarter of
the Company  commencing with the fiscal quarter ending June 30, 2000, permit the
Interest  Coverage  Ratio for the  period of four  consecutive  fiscal  quarters
ending on such date to be less than 2.50 to 1.

     6.2 Limitation on Liens. Create,  incur, assume or suffer to exist any Lien
upon any of its  property,  assets or  revenues,  whether now owned or hereafter
acquired, except for Permitted Liens.

     6.3   Limitations   on   Fundamental   Changes.   Enter  into  any  merger,
consolidation  or  amalgamation,  or liquidate,  wind up or dissolve  itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially  all of its property,  business or
assets, except that:

     (a) any  Subsidiary  of the Company may be merged or  consolidated  with or
into the Company (provided that the Company shall be the continuing or surviving
corporation) or with or into any Borrower  (provided that such Borrower shall be
the  continuing  or  surviving  corporation  or  such  surviving  or  continuing
corporation becomes a Borrower hereunder); and

     (b) any  Subsidiary of the Company may sell,  lease,  transfer or otherwise
dispose of any or all of its assets (upon  voluntary  liquidation  or otherwise)
(i) to a Borrower,  (ii) to any Subsidiary (other than a Foreign Subsidiary) not
required under Section 5.9 to be a Borrower  hereunder both  immediately  before
and  after  such  transaction,  or (iii) as  permitted  by  Section  6.4 of this
Agreement; and

     (c)  subject to the terms of Section  5.9  hereof,  any  Subsidiary  of the
Company  that is not a  Borrower  may be merged or  consolidated  with any other
Subsidiary of the Company which is not a Borrower;

provided,  that immediately after any such transaction referred to in paragraphs
(a), (b) and (c) above and after giving effect thereto, each of the Borrowers is
in compliance  with this Agreement and no Default or Event of Default shall have
occurred and be continuing or result from such transaction.

     6.4 Limitation on Sale of Assets. Convey, sell, lease, assign,  transfer or
otherwise dispose of any of its property, business or assets (including, without
limitation,  receivables  and  leasehold  interests  and Capital Stock or equity
interests in any Subsidiary that is or is required to be a Borrower  hereunder),
whether now owned or hereafter acquired, except:

     (a) any  sale,  transfer  or lease of  assets  in the  ordinary  course  of
business  which  are no longer  necessary  or  required  in the  conduct  of the
Borrowers' or their Subsidiaries' business;

     (b)  transactions  involving the sale or lease of inventory in the ordinary
course of business;

     (c) the sale or discount without recourse of accounts receivable arising in
the ordinary  course of business in connection with the compromise or collection
in the ordinary course of business of such accounts receivable;

     (d) as permitted by Section 6.3; and

     (e)  in  addition  to  the  above   subsections   6.4(a)  through   6.4(d),
conveyances,  sales,  leases,  assignments,  transfers or other  dispositions of
assets of the Borrowers or any Subsidiary thereof;  provided, that the aggregate
amount of such  conveyances,  sales,  leases,  assignments,  transfers and other
dispositions,  determined  in  accordance  with GAAP,  in any fiscal year of the
Company does not exceed ten percent  (10%) of the Company's  consolidated  total
assets as of the beginning of such fiscal year, and provided, further, that such
conveyances, sales, leases, assignments, transfers or other dispositions are for
consideration  which  the  officers  or Board  of  Directors  of the  applicable
Borrower or Subsidiary deems to be fair and reasonable.

     6.5 Limitation on  Distributions.  At any time make (or incur any liability
to make) or pay any Distribution  (whether in cash or property or obligations of
a  Borrower  or any  Subsidiary  thereof)  in respect  of the  Borrowers  or any
Subsidiary  thereof (other than a Distribution  payable to the Company or from a
Subsidiary  to  another  Subsidiary),  unless as of the  declaration  date after
giving effect to the declaring,  paying or making of any such  Distribution,  no
Default or Event of Default would exist.

     6.6  Transactions  with Affiliates.  Except as expressly  permitted in this
Agreement  or between the Company and any  Subsidiary  or between  Subsidiaries,
directly or indirectly  enter into any  transaction  or  arrangement  whatsoever
(including without limitations any purchase, sale, lease or exchange of property
or the  rendering of any service) or make any payment to or otherwise  deal with
any Affiliate,  except, as to all of the foregoing in the ordinary course of and
pursuant to the reasonable requirements of such Borrower's and its Subsidiaries'
business and upon fair and  reasonable  terms no less favorable to such Borrower
or such  Subsidiary,  as the case may be, than would be obtained in a comparable
arm's length transaction with a Person not an Affiliate.

     6.7 Priority Debt. Permit, at any time,  Priority Debt to exceed 18% of the
sum of (a) Total Debt at such time and (b) shareholders'  equity for the Company
and its Subsidiaries  determined on a consolidated basis in accordance with GAAP
as of the end of the most recently  completed  fiscal quarter of the Company for
which financial  statements have been delivered to the Banks pursuant to Section
5.1(a) or (b), as the case may be.

     6.8 Limitation on Acquisitions.  Purchase, lease or otherwise acquire (in a
single  transaction or a series of related  transactions) all or any substantial
amount of the property or assets (including,  without limitation, Capital Stock)
of any Person except for Permitted Acquisitions.

     6.9 Fiscal Year. Permit the fiscal year of a Borrower to end on a day other
than December 31.

6.10  Limitation  on  Conduct of  Business.  Permit  the  general  nature of the
business  of the  Borrowers  and  their  Subsidiaries,  taken as a whole,  to be
substantially  changed from the general  nature of the  businesses  in which the
Borrowers and their Subsidiaries are engaged on the date of this Agreement.

                          SECTION 7. EVENTS OF DEFAULT

     7.1 Events of Default.  If any of the  following  events shall occur and be
continuing:

     (a) A Borrower  (i) shall fail to pay when due any principal on any Note or
any  Reimbursement  Obligation  when due,  or  (ii) shall  fail to pay any other
amount payable hereunder or thereunder  (including  without limitation any fees)
within five (5) Business  Days after the date due in  accordance  with the terms
thereof or hereof; or

     (b) Any representation or warranty made or deemed made by a Borrower herein
or in any other  Loan  Document  or which is  contained  in any  certificate  or
financial  statement  furnished  at any time  under or in  connection  with this
Agreement  shall prove to have been  incorrect  or  misleading  in any  material
respect on or as of the date made or deemed made; or

     (c) A  Borrower  shall  default in the  observance  or  performance  of any
agreement contained in Section 6 of this Agreement; or

     (d) A Borrower  shall default in the observance or performance of any other
agreement contained in this Agreement (other than as provided in subsections (a)
through (c) above) or any other Loan  Document,  and such default shall continue
unremedied  (if it is capable of being  remedied in such period) for a period of
thirty (30) days with respect to Sections 5.3, 5.4 or 5.8 of this  Agreement and
five (5) Business Days with respect to all other applicable provisions; or

     (e) A Borrower or any  Subsidiary  thereof shall (i) default in the payment
of  any  principal  of or  interest  on or  any  other  amount  payable  on  any
Indebtedness  (other  than  the  Notes)  or  in  the  payment  of  any  Guaranty
Obligation, beyond the period of grace (not to exceed 30 days), if any, provided
in the  instrument  or  agreement  under  which such  Indebtedness  or  Guaranty
Obligation  was created and the  aggregate  amount of such  Indebtedness  and/or
Guaranty  Obligations  in respect of which such  default or defaults  shall have
occurred  is at  least  $10,000,000;  or  (ii)  default  in  the  observance  or
performance  of  any  other   agreement  or  condition   relating  to  any  such
Indebtedness or Guaranty  Obligation 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 (x)
with  respect to Section  10.3 of the Note  Purchase  Agreement  or any  similar
covenant, to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries  of such Guaranty  Obligation  (or a trustee or agent on behalf of
such  holder  or  holders  or  beneficiary  or   beneficiaries)  to  cause  such
Indebtedness  to become due and  payable  prior to its stated  maturity  or such
Guaranty  Obligation to become  payable,  with the giving of notice if required,
and (y) with respect to all other defaults,  events or conditions, to cause such
Indebtedness  to become due and  payable  prior to its stated  maturity  or such
Guaranty Obligation to become payable; or

     (f) (i) A Borrower  or any of its  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 or other similar official
for it or for all or any substantial part of its assets, or a Borrower or any of
its  Subsidiaries  shall  make a  general  assignment  for  the  benefit  of its
creditors;  or (ii) there  shall be  commenced  against a Borrower or any of its
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 60 days;  or (iii) there shall be  commenced  against a
Borrower or any of its 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,
satisfied,  or  stayed or bonded  pending  appeal  within 60 days from the entry
thereof;  or (iv) a Borrower or any of its 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 clause (i), (ii), or (iii) above; or (v) a 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  generally  become due;
or

     (g) One or more judgments or decrees shall be entered against a Borrower or
any of its  Subsidiaries  involving in the aggregate a liability  (excluding any
such  judgments or orders which are fully covered by  insurance,  subject to any
customary  deductible,  and under  which the  applicable  insurance  carrier has
acknowledged  such full coverage in writing) of $10,000,000 or more and all such
judgments or decrees shall not have been vacated, discharged, settled, satisfied
or paid,  or  stayed  or bonded  pending  appeal,  within 30 days from the entry
thereof; or

     (h) Any Change of Control shall occur; or

     (i) Without limiting the covenants and representations made herein relating
ERISA matters (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 shall arise on the assets of the  Company 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  institution of proceedings or appointment of a trustee is,
in the  reasonable  opinion  of the  Required  Banks,  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) the Company
or any Commonly  Controlled  Entity shall,  or in the reasonable  opinion of the
Required Banks is likely to, incur any liability in connection with a withdrawal
from, or the Insolvency or Reorganization  of, a Multiemployer  Plan or (vi) any
other event or condition  shall occur or exist in regard 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,  could  reasonably be expected to
have a Material Adverse Effect; or

     (j) the Company  shall cease to own,  directly or  indirectly,  one hundred
percent  (100%) of the legal and  beneficial  ownership  of each other  Borrower
except for directors  qualifying  shares or pursuant to a transaction  permitted
under Section 6.3 or Section 6.4;

then, and in any such event, (A) if such event is an Event of Default  specified
in  clause  (i) or (ii) of  paragraph  (f) above  with  respect  to a  Borrower,
automatically  the Total  Commitments  (including the obligations of the Issuing
Bank to issue  Letters of Credit  and the Banks to  participate  therein)  shall
immediately  terminate,  and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this  Agreement,  the Notes and the other Loan
Documents shall automatically and immediately become due and payable (including,
without  limitation,  all  Letter  of  Credit  Obligations,  whether  or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents  required  thereunder),  and (B) if such  event is any other  Event of
Default,  with the  consent of the  Required  Banks,  the Agent may, or upon the
written  request of the Required  Banks,  the Agent shall,  (i) by notice to the
Company declare the Total Commitments to be terminated forthwith,  whereupon the
Total  Commitments  and the  obligations  of the  Banks to make  Loans,  and the
obligation  of the  Issuing  Bank to issue  Letters  of Credit  and the Banks to
participate  in any  Letters  of  Credit  thereafter  issued  shall  immediately
terminate; (ii) by notice of default to the Company, declare the Loans hereunder
(with  accrued  interest  thereon)  and  all  other  amounts  owing  under  this
Agreement,  the  Notes  and the  other  Loan  Documents  to be due  and  payable
forthwith,   whereupon  the  same  shall  immediately  become  due  and  payable
(including, without limitation, all Letter of Credit Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have presented
the  documents  required  thereunder);  and/or  (iii) by notice  to the  Company
require  the  Borrowers  to, and the  Borrowers  shall  thereupon,  deposit in a
non-interest  bearing  account  with the  Agent,  as cash  collateral  for their
obligations  under this  Agreement,  the Notes and the  Applications,  an amount
equal to the Letter of Credit  Coverage  Requirement,  and the Borrowers  hereby
pledge  to the  Agent  and the  Banks,  and  grant to the  Agent and the Banks a
security  interest in, all such cash as security for such  obligations.  Amounts
held in such  cash  collateral  account  shall be  applied  by the  Agent to the
payment of drafts  drawn under such  Letters of Credit,  and the unused  portion
thereof  after all such Letters of Credit shall have expired or been fully drawn
upon,  if any,  shall be applied to repay  other  obligations  of the  Borrowers
hereunder  and under the  Notes.  After all such  Letters  of Credit  shall have
expired or been fully drawn upon, all Reimbursement  Obligations shall have been
satisfied and all other  obligations  of the  Borrowers  hereunder and under the
Notes shall have been paid in full, the balance, if any, in such cash collateral
account  shall be returned  to the  Company.  The  Borrowers  shall  execute and
deliver to the Agent,  for the  account  of the  Issuing  Bank and the Letter of
Credit  Participants,  such further  documents and  instruments as the Agent may
request to evidence the creation and perfection of the within security  interest
in such cash  collateral  account.  Except as expressly  provided  above in this
Section,  presentment,  demand,  protest  and all other  notices of any kind are
hereby expressly waived.
                              SECTION 8. THE AGENT

     8.1 Appointment.  Each Bank hereby irrevocably  designates and appoints PNC
Bank,  National  Association  as the Agent of such Bank under this Agreement and
the other Loan Documents,  and each such Bank  irrevocably  authorizes PNC Bank,
National  Association,  as the Agent for such Bank,  to take such  action on its
behalf under the  provisions of this  Agreement and the other Loan Documents and
to exercise  such powers and perform such duties as are  expressly  delegated to
the Agent by the terms of this Agreement and the other Loan Documents,  together
with such other powers as are reasonably incidental thereto. Notwithstanding any
provision  to the  contrary  elsewhere  in this  Agreement  and the  other  Loan
Documents, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein or therein,  or any fiduciary  relationship  with any
Bank, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement and the other Loan Documents or
otherwise exist against the Agent. PNC Bank, National  Association agrees to act
as the Agent on behalf of the Banks to the extent provided in this Agreement and
the other Loan Documents.

     8.2  Delegation  of Duties.  The Agent may execute any of its duties  under
this   Agreement  and  the  other  Loan   Documents  by  or  through  agents  or
attorneys-in-fact  and shall be  entitled  to engage  and pay for the advice and
services of counsel  concerning all matters pertaining to such duties. The Agent
shall not be  responsible  to the Banks for the  negligence or misconduct of any
agents or attorneys in-fact selected by it with reasonable care.

     8.3  Exculpatory  Provisions.  Neither  the Agent nor any of its  officers,
directors,  employees,  agents,  attorneys-in-fact  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 Agreement or the other Loan Documents  (except
for its or such  Person's own gross  negligence  or willful  misconduct)  or (b)
responsible  in any  manner to any of the Banks  for any  recitals,  statements,
representations  or  warranties  made  by a  Borrower  or  any  officer  thereof
contained in this  Agreement,  the other Loan  Documents or in any  certificate,
report,  statement or other document referred to or provided for in, or received
by the Agent  under or in  connection  with,  this  Agreement  or for the value,
validity,  effectiveness,  genuineness,  enforceability  or  sufficiency of this
Agreement,  the Notes or the other  Loan  Documents  or for any  failure  of the
Borrowers (or any of them) to perform their obligations hereunder or thereunder.
The Agent  shall  not be under any  obligation  to any Bank to  ascertain  or to
inquire as to the observance or  performance of any of the agreements  contained
in, or conditions of, this Agreement or the other Loan Documents,  or to inspect
the properties, books or records of the Borrowers (or any of them).

     8.4  Reliance by Agent.  The 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,  facsimile,  telex  or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and  statements of legal  counsel  (including,
without  limitation,  counsel  to one or  more  of the  Borrowers),  independent
accountants  and other  experts  selected by such Agent.  The Agent may deem and
treat the  payee of any Note as the  owner  thereof  for all  purposes  unless a
written  notice of assignment,  negotiation or transfer  thereof shall have been
filed with the Agent.  The Agent shall be fully justified in failing or refusing
to take any action under this  Agreement or the other Loan  Documents  unless it
shall first receive such advice or concurrence of the Required Banks as it deems
appropriate or it shall first be indemnified  to its  satisfaction  by the Banks
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 Agent shall in all cases be
fully protected in acting,  or in refraining from acting,  under this Agreement,
the  Notes or the other  Loan  Documents  in  accordance  with a request  of the
Required Banks, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Banks and all future holders of the Notes.

     8.5 Notice of Default.  The Agent shall not be deemed to have  knowledge or
notice of the occurrence of any Default or Event of Default  hereunder unless it
has  received  notice  from a Bank or a Borrower  referring  to this  Agreement,
describing  such  Default or Event of Default and stating  that such notice is a
"notice of default".  In the event that the Agent  receives  such a notice,  the
Agent shall give notice  thereof to the Banks.  The Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the  Required  Banks;  provided,  that  unless and until the Agent shall have
received  such  directions,  it 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 Banks.

     8.6 Non-Reliance on Agent and Other Banks. Each Bank expressly acknowledges
that neither the Agent nor any of its respective officers, directors, employees,
agents,   attorneys-in-fact  or  Affiliates  has  made  any  representations  or
warranties to it and that no act by the Agent hereinafter  taken,  including any
review of the  affairs  of the  Borrowers,  shall be deemed  to  constitute  any
representation or warranty by the Agent to any Bank. Each Bank represents to the
Agent that it has,  independently  and  without  reliance  upon the Agent or any
other  Bank,  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
Borrowers  and made its own decision to make its Loans  hereunder and enter into
this  Agreement and each other Loan  Document to which it is a party.  Each Bank
also represents that it will,  independently and without reliance upon the Agent
or any other Bank, 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  Agreement and the other
Loan Documents,  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 Borrowers.  Except for notices,  reports and other
documents  expressly  required  to be  furnished  to  the  Banks  by  the  Agent
hereunder,  the Agent shall not have any duty or  responsibility  to provide any
Bank with any credit or other information  concerning the business,  operations,
property,  condition (financial or otherwise),  prospects or creditworthiness of
the  Borrowers  which  may come into the  possession  of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

     8.7 Indemnification. The Banks agree to indemnify the Agent in its capacity
as such (to the extent not reimbursed by the Borrowers and without  limiting the
obligation,  if any, of the Borrowers to do so) in Dollars, ratably according to
their  respective  Total  Commitment  Percentages,  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)
be imposed on, incurred by or asserted  against the Agent in any way relating to
or arising out of this  Agreement,  the other Loan  Documents,  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 the Agent under
or in  connection  with any of the  foregoing;  provided,  that no Bank shall be
liable for the payment of any portion of such liabilities,  obligations, losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting  from  the  Agent's  gross  negligence  or  willful  misconduct.   The
agreements  in this  Section 8.7 shall  survive the payment of the Notes and all
other amounts payable hereunder.

     8.8 Agent in Its Individual Capacity. The Agent and its Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with
the Borrowers (or any of them) as though the Agent were not the Agent hereunder.
With  respect to its Loans  made or renewed by it and any Note  issued to it and
with respect to any Letter of Credit issued or  participated in by it, the Agent
shall have the same rights and powers  under this  Agreement  and the other Loan
Documents as any Bank and may exercise the same as though it were not the Agent,
and the terms  "Bank" and  "Banks"  shall  include  the Agent in its  individual
capacity.

     8.9 Successor  Agent. The Agent may resign as Agent upon 30 days' notice to
the Banks and the  Borrowers.  If the Agent  shall  resign as Agent  under  this
Agreement,  then the  Required  Banks  shall  appoint  from  among  the  Banks a
successor  agent  for the  Banks,  which  appointment  shall be  subject  to the
approval of the Borrowers (which approval shall not be unreasonably withheld and
shall not be required if there shall then exist a Default or Event of  Default).
If no successor  agent shall have been so  appointed  by the Required  Banks and
shall have accepted such  appointment  within 60 days after the retiring Agent's
giving of notice of  resignation  then the retiring  Agent may, on behalf of the
Banks, appoint an interim successor agent. Any interim successor agent appointed
under the  preceding  sentence may be replaced at any time by a successor  agent
designated  by the Required  Banks and subject to the approval of the  Borrowers
(which approval shall not be unreasonably  withheld and shall not be required if
there shall then exist a Default or Event of Default).  Any such successor agent
shall  succeed to the  rights,  powers  and  duties of the  Agent,  and the term
"Agent" shall mean such successor agent effective upon its appointment,  and the
former Agent's rights,  powers and duties as Agent shall be terminated,  without
any other or further act or deed on the part of such former  Agent or any of the
parties  to this  Agreement  or any  holders of the  Notes.  After any  retiring
Agent's  resignation as Agent, the provisions of this Section 8.9 shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Agent under this Agreement.

     8.10 Beneficiaries.  Except as expressly provided herein, the provisions of
this  Section 8 are solely for the  benefit of the Agent and the Banks,  and the
Borrowers  shall not have any rights to rely on or enforce any of the provisions
hereof.  In performing  its  functions  and duties under this  Agreement and the
other Loan Documents,  the Agent shall act solely as agent of the Banks and does
not  assume and shall not be deemed to have  assumed  any  obligation  toward or
relationship of agency or trust with or for the Borrowers.


                            SECTION 9. MISCELLANEOUS

     9.1 Amendments and Waivers. Neither this Agreement, any Note any other Loan
Document,  nor any terms  hereof or  thereof  may be  amended,  supplemented  or
modified  except in accordance  with the  provisions  of this Section.  With the
written  consent of the Required  Banks,  the Agent and the Borrowers  may, from
time to time,  enter into  written  amendments  (including  letter  amendments),
supplements  or  modifications  hereto  and to the  Notes  and  the  other  Loan
Documents for the purpose of adding any provisions to this Agreement,  the Notes
or any other Loan  Document or changing in any manner the rights of the Banks or
of the  Borrowers  hereunder  or  thereunder  or  waiving,  on  such  terms  and
conditions as the Agent may specify in such instrument,  any of the requirements
of this Agreement,  the Notes or any other Loan Document or any Default or Event
of Default and its consequences;  provided,  however, that no such waiver and no
such  amendment,  supplement or  modification  shall  directly or indirectly (a)
reduce  the  amount  or  extend  the  maturity  of any  Note,  any  Loan  or any
installment  thereof,  or reduce  the rate of  interest  or  extend  the time of
payment of interest thereon,  or reduce any fee payable to any Bank hereunder or
extend the period for payment  thereof,  or change the duration or the amount of
any Bank's 364 Day Commitment  and/or Five Year  Commitment in each case without
the consent of the Bank affected  thereby or (b) or  amend,  modify or waive any
provision of this Section or reduce the  percentage  specified in the definition
of Required  Banks, or consent to the assignment or transfer by the Borrowers of
any of their  rights and  obligations  under this  Agreement,  the Notes and the
other Loan Documents, in each case without the written consent of all the Banks,
or (c)  amend,  modify or waive any  provision  of  Section  2.1(d) or any other
provision  affecting  Swing Line Loans  without the written  consent of the then
Swing Line Bank,  or (d) amend,  modify or waive any provision of Section 2.8 or
any other provisions  affecting Letters of Credit without the written consent of
the  Issuing  Bank,  or (e) amend,  modify or waive any  provision  of Section 8
without  the  written  consent of the then  Agent.  Any such waiver and any such
amendment,  supplement or modification  shall apply equally to each of the Banks
and shall be binding  upon the  Borrowers,  the Banks,  the Agent and all future
holders of the Notes.  In the case of any waiver,  the Borrowers,  the Banks and
the Agent shall be restored to their former  position and rights  hereunder  and
under the outstanding Notes, and any Default or Event of Default 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.

     9.2 Notices; Lending Offices. All notices,  requests and demands to or upon
the  respective  parties hereto to be effective  shall be in writing  (including
electronic  transmission,  facsimile  transmission  or posting on a secured  Web
site), and, unless otherwise expressly provided herein,  shall be deemed to have
been duly  given or made when  delivered  by hand,  or three  days  after  being
deposited  in  the  mail,  postage  prepaid,   or,  in  the  case  of  facsimile
transmission  notice,  when sent during normal  business  hours with  electronic
confirmation  or  otherwise  when  received,   or  in  the  case  of  electronic
transmission,  when  received  and in the case of posting on a secured Web site,
upon  receipt of (i) notice of such  posting  and (ii) rights to access such Web
site,  addressed  as follows in the case of the  Borrowers,  and the Agent,  the
Swing Line Bank or the Issuing Bank,  and as set forth in Schedule I in the case
of the other  parties  hereto,  or to such  other  address  as may be  hereafter
notified by the respective parties hereto and any future holders of the Notes:

         The Borrowers     c/o West Pharmaceutical Services, Inc.
         or any of them:   101 Gordon Drive
                           Lionville, PA 19341
                           Attention: Stephen M. Heumann
                           Facsimile: 610-594-3014

         The Agent,        PNC Bank, National Association
         the Swing Line    1000 Westlakes Drive, Suite 200
         Bank or the       Berwyn, PA 19312
         Issuing Bank:     Attention: Amy T. Petersen
                           Facsimile: (610) 725-5799

         with a copy to:   PNC Bank, National Association
                           One PNC Plaza, 22nd Floor
                           249 Fifth Avenue
                           Pittsburgh, PA  15222
                           Attention:  Arlene Ohler
                           Facsimile:  412-762-8672

provided  that (a) any  notice,  request  or  demand to or upon the  Agent,  the
Issuing Bank or the Banks  pursuant to Sections  2.4, 2.5, 2.8, 2.14 and 2.15 or
to or upon the Swing Line Bank,  shall not be effective  until  received and (b)
any notice of a Default or Event of Default hereunder shall be sent by facsimile
or nationally recognized overnight courier. Schedule I lists the Lending Offices
of each Bank.  Each Bank may change its Lending  Office by written notice to the
other parties hereto.

     9.3 No Waiver;  Cumulative Remedies. No failure to exercise and no delay in
exercising,  on the part of the Agent or any Bank, 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.

     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 Agreement, the Notes and the other Loan Documents.

     9.5  Payment of  Expenses  and Taxes.  Each of the  Borrowers  jointly  and
severally  agrees (a) to pay or  reimburse  the Agent for all its  out-of-pocket
costs and expenses incurred in connection with the development,  preparation and
execution of, and the syndication of, this Agreement,  the Notes, the other Loan
Documents and any other documents executed and delivered in connection herewith,
and the  consummation  of the  transactions  contemplated  hereby  and  thereby,
including,  without limitation, the reasonable fees and disbursements of counsel
to the Agent,  (b) to pay or reimburse the Agent for all its out-of-pocket costs
and  expenses   incurred  in  connection  with  any  amendment,   supplement  or
modification to this  Agreement,  the Notes and the other Loan Documents and any
other  documents  executed  and  delivered  in  connection  therewith,  and  the
administration of the Facilities,  including without limitation,  the reasonable
fees and disbursements of counsel,  (c) pay or reimburse the Bank and each Agent
for all its costs and expenses  incurred in connection  with the  enforcement or
preservation  of any rights  under  this  Agreement,  the Notes,  the other Loan
Documents  and  any  such  other  documents,   including,   without  limitation,
reasonable  fees and  disbursements  of counsel to the Agent and to the  several
Banks,  (d) to pay,  indemnify,  and hold each Bank and the Agent 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 taxes,  if
any,  which may be payable or determined  to be payable in  connection  with the
execution  and  delivery  of,  or  consummation  of  any  of  the   transactions
contemplated by, or any amendment,  supplement or modification of, or any waiver
or consent  under or in respect of, this  Agreement,  the Notes,  the other Loan
Documents and any such other documents, and (e) to pay, indemnify, and hold each
Bank and the Agent  harmless  from and  against  any and all other  liabilities,
obligations,  losses, damages, penalties, actions (whether sounding in contract,
in  tort  or  on  any  other  ground),  judgments,  suits,  costs,  expenses  or
disbursements  of any kind or nature  whatsoever  with respect to the execution,
delivery,  enforcement,  performance and  administration  of or in any other way
arising  out of or  relating  to,  this  Agreement,  the  Notes,  the other Loan
Documents or any such other  documents  contemplated by or referred to herein or
therein  or any  action  taken  by any Bank or the  Agent  with  respect  to the
foregoing  including,  without limitation,  any of the foregoing relating to the
use of  proceeds  of the  Loans  or the  violation  of,  noncompliance  with  or
liability  under,  any  Environmental  Laws  applicable to the operations of the
Borrowers  or  their   Subsidiaries  (all  the  foregoing,   collectively,   the
"indemnified   liabilities"),   provided,  that  the  Borrowers  shall  have  no
obligation  hereunder  to the  Agent or any Bank  with  respect  to  indemnified
liabilities  arising from the gross  negligence  or willful  misconduct  of such
person.  The agreements in this Section shall survive repayment of the Notes and
all other amounts payable hereunder.

     9.6 Successors and Assigns.

     (a) Whenever in this  Agreement  any of the parties  hereto is referred to,
such reference  shall be deemed to include the successors and permitted  assigns
of such party;  and all covenants,  promises and agreements by or on behalf of a
Borrower, the Agent or the Banks that are contained in this Agreement shall bind
and  inure to the  benefit  of their  respective  successors  and  assigns.  The
Borrowers  may not assign or transfer any of their rights or  obligations  under
this Agreement or the other Loan Documents  without the prior written consent of
each Bank.

     (b) Each Bank may, in accordance  with  applicable law, sell to any Bank or
Affiliate  thereof  and,  with the consent of the  Company and the Agent  (which
consents shall not be unreasonably withheld or delayed), to one or more banks or
other financial  institutions (each, a "Purchasing Bank") all or any part of its
interests,  rights and obligations under this Agreement, the Notes and the other
Loan Documents (including all or a portion of its Total Commitment and the Loans
at the time owing to it and the Notes held by it); provided,  however,  that (i)
so long as the 364 Day Commitments or Five Year Commitments are in effect,  such
assignment shall be in an amount not less than $5,000,000 (or such lesser amount
as the Company and the Agent  shall  agree in their sole  discretion),  (ii) the
parties to each such  assignment  shall execute and deliver to the Agent and the
Company for its acceptance an Assignment and  Acceptance,  together with the 364
Day Note and Five Year Note  subject to such  assignment  and a  processing  and
recordation fee of $3,000; provided that no fee shall be payable with respect to
any assignment by a Bank to an Affiliate thereof,  (iii) unless otherwise agreed
by the Agent and the Company in their sole discretion,  such assignment shall be
of all or a pro rata portion of such  assigning  Bank's 364 Day  Commitment  and
Five Year  Commitment  and the Loans  (other than Swing Line  Loans)  thereunder
(i.e.  no Bank may sell a  non-pro  rata  interest)  and  (iv)  the  Swing  Line
Commitment  and all  outstanding  Swing Line Loans may only be assigned in their
entirety  to a Bank then  having a Five Year  Commitment.  Upon  acceptance  and
recording  pursuant to paragraph  (e) of this  Section  9.6,  from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five  Business  Days  after the  execution  thereof,  (A) such
Purchasing  Bank shall be a party  hereto  and,  to the  extent of the  interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Bank under this Agreement and (B) the assigning Bank  thereunder  shall,  to the
extent of the interest  assigned by such Assignment and Acceptance,  be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance  covering all or the remaining  portion of an assigning Bank's rights
and  obligations  under this Agreement and the other Loan  Documents,  such Bank
shall  cease to be a party  hereto  but shall  continue  to be  entitled  to the
benefits of Sections 2.16, 2.17, 2.18, 2.19,  5.8(c) and 9.5 (to the extent that
such Bank's  entitlement to such benefits arose out of such Bank's position as a
Bank prior to the  applicable  assignment).  To the extent that an assignment of
all or any portion of a Bank's rights and  obligations  pursuant to this Section
9.6 would,  at the time of such  assignment,  result in  increased  costs  under
Section 2.16 or 2.17 compared to those being charged by the assigning Bank prior
to such  assignment,  then  the  Borrowers  shall  not be  obligated  to pay the
Purchasing  Bank such excess  increased  costs  (although the Borrowers shall be
obligated to pay any other increased costs of the type described above resulting
from changes after the date of the  assignment).  Such Assignment and Acceptance
shall be deemed to amend this  Agreement to the extent,  and only to the extent,
necessary  to reflect the  addition of such  Purchasing  Bank and the  resulting
amounts and  percentages  held by the Banks  arising  from the  purchase by such
Purchasing  Bank of all or a  portion  of the  rights  and  obligations  of such
assigning  Bank under this  Agreement,  the Notes and the other Loan  Documents.
Notwithstanding  any  provision  of this Section 9.6, the consent of the Company
shall not be required for any assignment  which occurs at any time when an Event
of Default shall have occurred and be continuing.

     (c) By executing and delivering an Assignment and Acceptance, the assigning
Bank thereunder and the Purchasing Bank thereunder shall be deemed to confirm to
and agree  with each other and the other  parties  hereto as  follows:  (i) such
assigning  Bank  warrants  that it is the  legal  and  beneficial  owner  of the
interest  being assigned  thereby,  free and clear of any adverse claim and that
its 364 Day Commitment and/or Five Year Commitment, and the outstanding balances
of its Loans, without giving effect to assignments thereof which have not become
effective,  are as set forth in such Assignment and  Acceptance,  (ii) except as
set forth in (i) above,  such assigning Bank makes no representation or warranty
and assumes no  responsibility  with respect to any  statements,  warranties  or
representations  made in or in connection  with this Agreement or the other Loan
Documents, or the execution,  legality, validity,  enforceability,  genuineness,
sufficiency  or value of this  Agreement,  the other Loan Documents or any other
instrument or document  furnished  pursuant hereto or thereto,  or the financial
condition  of the  Borrowers or any  Subsidiary  thereof or the  performance  or
observance  by the  Borrowers or any  Subsidiary  thereof of any of its or their
obligations  under  this  Agreement  or the other  Loan  Documents  or any other
instrument  or  document  furnished  pursuant  hereto  or  thereto;  (iii)  such
Purchasing Bank  represents and warrants that it is legally  authorized to enter
into such Assignment and Acceptance;  (iv) such Purchasing Bank confirms that it
has received a copy of this  Agreement,  together with copies of the most recent
financial  statements delivered pursuant to Section 5.1 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance;  (v) such Purchasing Bank
will  independently  and without reliance upon the Agent, such assigning Bank or
any other  Bank and based on such  documents  and  information  as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan  Documents;  (vi) such
Purchasing  Bank appoints and  authorizes the Agent to take such action as agent
on its behalf and to exercise  such powers  under this  Agreement  and the other
Loan  Documents  as are  delegated  to the Agent by the terms hereof or thereof,
together with such powers as are reasonably  incidental thereto;  and (vii) such
Purchasing  Bank agrees that it will perform in accordance  with their terms all
the  obligations  which  by the  terms  of this  Agreement  and the  other  Loan
Documents  are  required to be  performed  by it as a Bank  including,  if it is
organized  under the laws of a  jurisdiction  outside  the  United  States,  its
obligation  pursuant  to Section  2.17 to deliver  the forms  prescribed  by the
Internal  Revenue  Service of the United States  certifying as to the Purchasing
Bank's  exemption  from  United  States  withholding  taxes with  respect to all
payments to be made to the Purchasing Bank under this Agreement.

     (d) The Agent shall maintain at its offices in Philadelphia, Pennsylvania a
copy of each Assignment and Acceptance and the names and addresses of the Banks,
and the Total  Commitments of, and principal  amount of the Loans owing to, each
Bank pursuant to the terms hereof from time to time. Such information maintained
by the Agent  shall be  conclusive  in the  absence  of  manifest  error and the
Borrowers,  the Agent and the Banks may treat each Person whose name is recorded
pursuant  to the  terms  hereof as a Bank  hereunder  for all  purposes  of this
Agreement.

     (e) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Bank and a Purchasing Bank (and in the case of a Purchasing Bank
that is not then a Bank or an Affiliate  thereof,  by the Company and the Agent)
together with the Note or Notes subject to such  assignment  and the  processing
and recordation fee referred to in paragraph (b) above, the Agent shall promptly
(i) accept such Assignment and Acceptance, (ii) record the information contained
therein and (iii) give notice  thereof to the Banks.  Within five  Business Days
after receipt of notice, the Borrowers,  at their own expense, shall execute and
deliver to the Agent, in exchange for the surrender of the original  Note(s) (A)
with respect to the  assignment of Loans of any Bank, a new Note to the order of
such  Purchasing  Bank in an  amount  equal  to the  amount  of each  applicable
commitment  assumed  and  (B) if the  assigning  Bank  has  retained  a 364  Day
Commitment and/or Five Year Commitment, a new Note or Notes to the order of such
assignor in the amount equal to each applicable  Commitment retained by it. Such
new Notes  shall be in an  aggregate  principal  amount  equal to the  aggregate
principal amount of such surrendered Note(s);  such new Notes shall be dated the
date of the  surrendered  Notes  which they  replace and shall  otherwise  be in
substantially  the form of Exhibit  A-1 or Exhibit A-2  hereto,  as  applicable.
Canceled Notes shall be returned to the Company.

     (f) Each Bank may  without  the  consent  of the  Company or the Agent sell
participations  to one or more banks or other entities (each a "Participant") in
any Loan owing to such Bank,  any Note held by such Bank, any Commitment of such
Bank or any other  interest  of such  Bank  hereunder  and under the other  Loan
Documents,  provided,  however,  that (i) such  Bank's  obligations  under  this
Agreement to the other parties to this Agreement  shall remain  unchanged,  (ii)
such Bank shall remain solely  responsible  to the other parties  hereto for the
performance of such obligations,  (iii) such Bank shall remain the holder of any
such Note for all purposes  under this  Agreement and the other Loan  Documents,
(iv) the  Borrowers,  the Banks and the Agent shall  continue to deal solely and
directly  with such Bank in connection  with such Bank's rights and  obligations
under this Agreement and the other Loan Documents,  (v) in any proceeding  under
the Bankruptcy Code such Bank shall be, to the extent permitted by law, the sole
representative  with respect to the  obligations  held in the name of such Bank,
whether  for its own account or for the  account of any  Participant,  (vi) such
Bank  shall  retain  the sole  right to  approve,  without  the  consent  of any
Participant,  any  amendment,  modification  or waiver of any  provision of this
Agreement  or the Note or Notes  held by such Bank or any other  Loan  Document,
other than any such  amendment,  modification or waiver with respect to any Loan
or Commitment in which such Participant has an interest that forgives principal,
interest or fees or reduces the  interest  rate or fees  payable with respect to
any  such  Loan or  Commitment,  postpones  any  date  fixed  for any  regularly
scheduled  payment of  principal  of, or  interest  or fees on, any such Loan or
releases any guarantor of such Loan.

     (g) If amounts  outstanding  under this  Agreement and the Notes are due or
unpaid,  or shall have been  declared or shall have become due and payable  upon
the occurrence of an Event of Default,  each Participant shall be deemed to have
the right of set-off in respect of its  participating  interest in amounts owing
under  this  Agreement  and any Note to the same  extent as if the amount of its
participating  interest were owing directly to it as a Bank under this Agreement
or any Note,  provided that in purchasing such  participation  such  Participant
shall be deemed to have agreed to share with the Banks the  proceeds  thereof as
provided in Section 9.8. The Borrowers also agree that each Participant shall be
entitled to the benefits of Sections 2.16, 2.17, 2.18, 2.19, 5.8(c) and 9.5 with
respect to its  participation in the Total Commitments and the Loans outstanding
from time to time;  provided,  that no Participant  shall be entitled to receive
any greater amount  pursuant to such Sections than the assigning Bank would have
been  entitled  to  receive  in  respect  of the  amount  of  the  participation
transferred  by such  assigning  Bank to such  Participant  had no such transfer
occurred.

     (h) If any  Participant  of a Bank  is  organized  under  the  laws  of any
jurisdiction  other than the United States or any state  thereof,  the assigning
Bank,   concurrently  with  the  sale  of  a  participating   interest  to  such
Participant, shall cause such Participant (i) to represent to the assigning Bank
(for the  benefit of the  assigning  Bank,  the other  Banks,  the Agent and the
Borrowers)  that under  applicable law and treaties no taxes will be required to
be withheld by the Agent,  the Borrowers or the  assigning  Bank with respect to
any payments to be made to such  Participant in respect of its  participation in
the Loans and (ii) to agree (for the benefit of the  assigning  Bank,  the other
Banks, the Agent and the Borrowers) that it will deliver the tax forms and other
documents  required to be delivered  pursuant to  subsection  2.17(f) and comply
from time to time with all applicable U.S. laws and regulations  with respect to
withholding tax exemptions.

     (i) Any Bank may at any time assign all or any portion of its rights  under
this  Agreement and the Notes issued to it to a Federal  Reserve Bank;  provided
that no such assignment shall release a Bank from any of its obligations
hereunder.

     9.7 Disclosure of Information. Unless otherwise consented to by the Company
in writing, each of the Banks and the Agent agrees to use reasonable precautions
to keep confidential,  in accordance with its customary  procedures for handling
confidential  information  of the same  nature and in  accordance  with safe and
sound  banking  practices,  any  non-public  information  supplied  to it by the
Borrowers  pursuant to this Agreement;  provided that nothing herein shall limit
the disclosure of any such  information  (a) to the extent  required by statute,
rule,  regulation or judicial process, (b) to counsel for any Bank or the Agent,
(c) to bank examiners,  auditors or  accountants,  (d) to the Agent or any other
Bank,  (e) in  connection  with any  litigation  to which any one or more of the
Banks or the Agent is a party and (f) to any  Participant or Purchasing Bank (or
prospective  Participant  or  Purchasing  Bank) so long as such  Participant  or
Purchasing Bank (or prospective Participant or Purchasing Bank) agrees to comply
with the requirements of this section.

     9.8 Adjustments; Set-off.

     (a) Except as provided in  subsection  2.14(d)  with respect to the 364 Day
Loans of a Declining  Bank, if any Bank (a "benefitted  Bank") shall at any time
receive any payment of all or part of its Loans or the Reimbursement Obligations
owing to it, or interest  thereon,  or receive any collateral in respect thereof
(whether  voluntarily  or  involuntarily,  by  set-off,  pursuant  to  events or
proceedings of the nature referred to in subsection 7.1(f), or otherwise),  in a
greater  proportion  than its Ratable Share of any such payment to or collateral
received by any other Bank, if any, in respect of such other Bank's Loans or the
Reimbursement Obligations owing to it, or interest thereon, such benefitted Bank
shall  purchase  for cash from the other  Banks such  portion of each such other
Bank's Loans owing to it, or shall provide such other Banks with the benefits of
any such  collateral,  or the proceeds  thereof,  as shall be necessary to cause
such  benefitted Bank to share the excess payment or benefits of such collateral
or proceeds ratably with each of the Banks;  provided,  however,  that if all or
any portion of such excess payment or benefits is thereafter recovered from such
benefitted  Bank,  such purchase shall be rescinded,  and the purchase price and
benefits returned,  to the extent of such recovery,  but without interest unless
the benefitted Bank is required to pay interest thereon, in which case each Bank
returning  funds to the  benefitted  Bank  shall pay its pro rata  share of such
interest. Each of the Borrowers,  jointly and severally agrees that each Bank so
purchasing a portion of another  Bank'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 Bank were the direct holder of such portion.

     (b) In  addition to any rights and  remedies of the Banks  provided by law,
upon the occurrence and during the continuance of an Event of Default, each Bank
shall have the right,  without  prior notice to the  Borrowers (or any of them),
any such notice being expressly  waived by the Borrowers to the extent permitted
by  applicable  law,  upon any amount  becoming due and payable by the Borrowers
hereunder or under the Notes (whether at the stated maturity, by acceleration or
otherwise) to set-off and  appropriate and apply against such amount 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 or owing by such  Bank to or for the  credit or the
account  of one or more  Borrowers.  Each Bank  agrees  promptly  to notify  the
Company and the Agent after any such set-off and application  made by such Bank,
provided  that the failure to give such notice  shall not affect the validity of
such set-off and application.

     9.9  Counterparts.  This  Agreement  may be  executed by one or more of the
parties to this  Agreement  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  A set of the  copies of this  Agreement  signed by all the  parties
shall be lodged with the Company,  on behalf of the  Borrowers,  and each of the
Banks.
     9.10  Severability.  Any provision of this 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.

     9.11 Integration. This Agreement and the other Loan Documents represent the
agreement of the parties hereto with respect to the subject  matter hereof,  and
there are no promises, undertakings,  representations or warranties by the Agent
or any Bank  relative to the subject  matter  hereof not  expressly set forth or
referred to herein or in the other Loan Documents.

     9.12  GOVERNING  LAW.  THIS  AGREEMENT  AND THE  NOTES AND THE  RIGHTS  AND
OBLIGATIONS  OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY,  AND  CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE   WITH,  THE  LAW  OF  THE
COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     9.13  Submission To  Jurisdiction;  Waivers.  Each of the Borrowers  hereby
irrevocably and unconditionally:

     (a) submits for itself and its property in any legal  action or  proceeding
relating to this Agreement or the Notes,  or for  recognition and enforcement of
any judgement in respect thereof, to the non-exclusive  general  jurisdiction of
the Courts of the Commonwealth of Pennsylvania,  the courts of the United States
of America for the Eastern District of  Pennsylvania,  and appellate courts from
any thereof;

     (b)  consents  that any such  action or  proceeding  may be brought in such
courts and waives any objection  that it may now or hereafter  have to the venue
of any such  action  or  proceeding  in any such  court or that  such  action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

     (c) agrees that service of process in any such action or proceeding  may be
effected  by mailing a copy  thereof by  registered  or  certified  mail (or any
substantially  similar  form of mail),  postage  prepaid,  to the Company at its
address  set forth in Section  9.2 or at such  other  address of which the Agent
shall have been notified pursuant thereto;

     (d) agrees that nothing  herein shall affect the right to effect service of
process in any other manner  permitted by law or shall limit the right to sue in
any other jurisdiction; and

     (e) waives,  to the maximum  extent not prohibited by law, any right it may
have to claim or recover in any legal action or  proceeding  referred to in this
Section any special, exemplary, punitive or consequential damages.

     9.14 Acknowledgments. Each of Borrowers hereby acknowledges that:

     (a) it has been  advised  by  counsel  in the  negotiation,  execution  and
delivery of this Agreement, the Notes and the other Loan Documents;

     (b) neither the Agent nor any Bank has any  fiduciary  relationship  to the
Borrowers (or any of them) and the relationship  hereunder between the Agent and
Banks, on the one hand, and the Borrowers,  on the other hand, is solely that of
debtor and creditor; and

     (c) no joint venture  exists among the Banks or among the Borrowers (or any
of them) and the Banks.

     9.15 No Right of  Contribution.  On and after the occurrence of an Event of
Default  hereunder,  no Borrower shall seek or be entitled to any  reimbursement
from any other Borrower, or be subrogated to any rights of the Banks against the
Borrowers, in respect of any payments made pursuant to the Loan Documents, until
all amounts owing to the Banks hereunder and under the Notes are paid in full.

     9.16 WAIVERS OF JURY TRIAL. EACH OF THE BORROWERS,  THE AGENT AND THE BANKS
HEREBY IRREVOCABLY AND  UNCONDITIONALLY  WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING  RELATING TO THIS AGREEMENT,  THE NOTES OR ANY OTHER LOAN DOCUMENT
AND FOR ANY MANDATORY COUNTERCLAIM THEREIN.

<PAGE>


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

                                 WEST PHARMACEUTICAL SERVICES, INC.


                                  By: ________________________________
                                  Name: _____________________________
                                  Title: _______________________________


                                  WEST PHARMACEUTICAL SERVICES OF FLORIDA, INC.


                                  By: ________________________________
                                  Name: _____________________________
                                  Title: _______________________________


                                  WEST PHARMACEUTICAL SERVICES LAKEWOOD, INC.


                                  By: ________________________________
                                  Name: _____________________________
                                  Title: _______________________________


                                  WEST PHARMACEUTICAL SERVICES GROUP LIMITED


                                  By: ________________________________
                                  Name: _____________________________
                                  Title: _______________________________



<PAGE>



                                   PNC BANK, NATIONAL ASSOCIATION,
                                   as a Bank and as Agent


                                   By:__________________________________
                                   Name:_______________________________
                                   Title:________________________________


                                   FIRST UNION NATIONAL BANK, as a Bank


                                   By:__________________________________
                                   Name:_______________________________
                                   Title:________________________________


                                    DRESDNER BANK AG, NEW YORK AND
                                     GRAND CAYMAN BRANCHES, as a Bank


                                    By:__________________________________
                                    Name:_______________________________
                                    Title:________________________________


                                    By:__________________________________
                                    Name:_______________________________
                                    Title:________________________________


                                    NATIONAL CITY BANK, as a Bank


                                    By:__________________________________
                                    Name:_______________________________
                                    Title:________________________________



<PAGE>



                                    THE CHASE MANHATTAN BANK, as a Bank


                                    By:__________________________________
                                    Name:_______________________________
                                    Title:________________________________



                                    MELLON BANK, N.A., as a Bank


                                    By:__________________________________
                                    Name:_______________________________
                                    Title:________________________________

<PAGE>





                                   SCHEDULE I

                        BANKS AND COMMITMENT INFORMATION
<TABLE>
<CAPTION>


Bank and Lending Office(s)                                     Commitments

                                  364 Day           Five Year        Swing Line
<S>                               <C>               <C>             <C>
PNC Bank, National Association    $14,444,444.45    $15,555,555.55   $15,000,000
1000 Westlakes Dr., Suite 200
Berwyn, PA   19312
Attention:  Amy Petersen
Facsimile:  610-725-5799

First Union National Bank          $10,833,333.33   $11,666,666.67    $0
1339 Chestnut Street
PA 1242
Philadelphia, PA  19107
Attention:  Wynelle Farlow
Facsimile:  215-786-5356

Dresdner Bank AG, New York         $10,833,333.33   $11,666,666.67    $0
and Grand Cayman Branches
75 Wall Street
New York, NY  10005
Attention:  Richard Morris
Facsimile:  212-429-2524

National City Bank                 $9,629,629.63    $10,370,370.37   $0
One South Board Street, 13th Floor
Philadelphia, PA  19107
Attention:  Thomas McDowell
Facsimile:  267-256-40001

The Chase Manhattan Bank           $9,629,629.63    $10,370,370.37   $0
One Riverfront Plaza, Second Floor
Newark, NJ  07102
Attention:  Thomas Conroy
Facsimile:  973-353-6158

Mellon Bank, N.A.                   $9,629,629.63   $10,370,370.37   $0
610 W. Germantown Pike, Suite 200
Plymouth Meeting, PA  19462
Attention:  Frank McGrane
Facsimile:  610-941-4136
                                    ------------------------------------------
Total Commitments                   $65,000,000     $70,000,000      $15,000,000

</TABLE>


<PAGE>



                                   SCHEDULE II

                                 EXISTING LIENS

<PAGE>




                                  SCHEDULE 3.17

                                  SUBSIDIARIES


                                                 Shares of Capital Stock

Name                           Authorized                Issued and Outstanding


<PAGE>

                                                                    EXHIBIT A-1





                              FORM OF 364 DAY NOTE
<PAGE>


                                                                    EXHIBIT A-2


                             FORM OF FIVE YEAR NOTE

<PAGE>
                                                                    EXHIBIT A-3



                             FORM OF SWING LINE NOTE

<PAGE>
                                                                    EXHIBIT B



                        FORM OF ASSIGNMENT AND ACCEPTANCE



<PAGE>
                                                                      EXHIBIT C



                           FORM OF NOTICE OF BORROWING

<PAGE>
                                                                      EXHIBIT D




                    FORM OF JOINDER AND ASSUMPTION AGREEMENT

<PAGE>
                                                                      EXHIBIT E



                           FORM OF OPINION OF COUNSEL


<PAGE>





                                CREDIT AGREEMENT


                                      among


                       WEST PHARMACEUTICAL SERVICES, INC.

                                       and

                          Certain of Its Subsidiaries,

                                  as Borrowers,


                      The Several Lenders From Time to Time
                                 Parties Hereto


                                       and


                         PNC BANK, NATIONAL ASSOCIATION,
                                    as Agent


                                       and


                   PNC CAPITAL MARKETS, INC., as Lead Arranger



                            Dated as of July 26, 2000



                          $135,000,000 CREDIT FACILITY

<PAGE>



                                TABLE OF CONTENTS

                                                                           Page
SECTION 1.  DEFINITIONS........................................................1
   1.1   Defined Terms.........................................................1
   1.2   Other Definitional Provisions........................................20
SECTION 2.  LOANS AND TERMS OF COMMITMENTS....................................21
   2.1   The Loans............................................................21
   2.2   Nature of Banks' Obligations with Respect to Loans...................24
   2.3   Notes................................................................24
   2.4   Procedure for 364 Day Loans and Five Year Loans......................25
   2.5   Conversion and Continuation Options..................................27
   2.6   Utilization of Commitments in Optional Currencies....................27
   2.7   Fees.................................................................29
   2.8   Letter of Credit Subfacility.........................................29
   2.9   Interest Rates and Payment Dates.....................................34
   2.10     Default Interest..................................................35
   2.11     Pro Rata Treatment of Loans and Payments; Facility Fees...........35
   2.12     Payments..........................................................36
   2.13     LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits
             Not Available....................................................37
   2.14     Termination, Reduction and Extension of Commitments...............38
   2.15     Prepayment of Loans...............................................40
   2.16     Requirements of Law...............................................41
   2.17     Taxes.............................................................42
   2.18     Indemnity.........................................................44
   2.19     Judgment Currency.................................................45
   2.20     Borrowers' Representative.........................................45
   2.21     European Monetary Union...........................................45
   2.22     Foreign Borrower Obligations......................................46
   2.23     Change of Lending Office..........................................47
   2.24     Substitution of Banks.............................................47
SECTION 3.  REPRESENTATIONS AND WARRANTIES....................................47
   3.1   Financial Condition..................................................47
   3.2   No Change............................................................48
   3.3   Corporate Existence; Compliance with Law.............................48
   3.4   Corporate Power; Authorization; Enforceable Obligations..............48
   3.5   No Legal Bar.........................................................49
   3.6   No Material Litigation...............................................49
   3.7   No Default...........................................................49
   3.8   Taxes................................................................49
   3.9   Federal Regulations..................................................49
   3.10     ERISA.............................................................49
   3.11     Investment Company Act............................................50
   3.12     Public Utility Holding Company Act................................50
   3.13     Environmental Matters.............................................50
   3.14     No Material Misstatements.........................................51
   3.15     Title to Properties...............................................51
   3.16     Intellectual Property.............................................52
   3.17     List of Subsidiaries..............................................52
   3.18     Solvency..........................................................52
   3.19     Insurance.........................................................52
   3.20     Year 2000.........................................................52
SECTION 4.  CONDITIONS PRECEDENT..............................................53
   4.1   Conditions to Initial Extension of Credit............................53
   4.2   Conditions to Each Extension of Credit...............................54
SECTION 5.  AFFIRMATIVE COVENANTS.............................................54
   5.1   Financial Statements.................................................55
   5.2   Certificates; Other Information......................................55
   5.3   Payment of Obligations...............................................56
   5.4   Maintenance of Existence.............................................56
   5.5   Maintenance of Insurance; Property...................................56
   5.6   Inspection of Property; Books and Records; Discussions...............56
   5.7   Notices..............................................................57
   5.8   Environmental Laws...................................................57
   5.9   Notice and Joinder of New Subsidiaries...............................58
   5.10     Use of Proceeds...................................................58
   5.11     Subsequent Credit Terms...........................................58
SECTION 6.  NEGATIVE COVENANTS................................................59
   6.1   Financial Condition Covenants........................................59
   6.2   Limitation on Liens..................................................59
   6.3   Limitations on Fundamental Changes...................................59
   6.4   Limitation on Sale of Assets.........................................59
   6.5   Limitation on Distributions..........................................60
   6.6   Transactions with Affiliates.........................................60
   6.7   Priority Debt........................................................60
   6.8   Limitation on Acquisitions...........................................61
   6.9   Fiscal Year..........................................................61
   6.10     Limitation on Conduct of Business.................................61
SECTION 7.  EVENTS OF DEFAULT.................................................61
   7.1   Events of Default....................................................61
SECTION 8.  THE AGENT.........................................................64
   8.1   Appointment..........................................................64
   8.2   Delegation of Duties.................................................64
   8.3   Exculpatory Provisions...............................................64
   8.4   Reliance by Agent....................................................64
   8.5   Notice of Default....................................................65
   8.6   Non-Reliance on Agent and Other Banks................................65
   8.7   Indemnification......................................................65
   8.8   Agent in Its Individual Capacity.....................................66
   8.9   Successor Agent......................................................66
   8.10     Beneficiaries.....................................................66
SECTION 9.  MISCELLANEOUS.....................................................66
   9.1   Amendments and Waivers...............................................66
   9.2   Notices; Lending Offices.............................................67
   9.3   No Waiver; Cumulative Remedies.......................................68
   9.4   Survival of Representations and Warranties...........................68
   9.5   Payment of Expenses and Taxes........................................68
   9.6   Successors and Assigns...............................................69
   9.7   Disclosure of Information............................................72
   9.8   Adjustments; Set-off.................................................72
   9.9   Counterparts.........................................................73
   9.10     Severability......................................................73
   9.11     Integration.......................................................73
   9.12     GOVERNING LAW.....................................................74
   9.13     Submission To Jurisdiction; Waivers...............................74
   9.14     Acknowledgments...................................................74
   9.15     No Right of Contribution..........................................74
   9.16     WAIVERS OF JURY TRIAL.............................................75




<PAGE>

SCHEDULES

SCHEDULE I                 Bank and Commitment Information
SCHEDULE II                Existing Liens
SCHEDULE 3.17              Subsidiaries


EXHIBITS

EXHIBIT A-1                Form of 364 Day Note
EXHIBIT A-2                Form of Five Year Note
EXHIBIT A-3                Form of Swing Line Note
EXHIBIT B                  Form of Assignment and Acceptance Agreement
EXHIBIT C                  Form of Notice of Borrowing
EXHIBIT D                  Form of Joinder and Assumption Agreement
EXHIBIT E                  Form of Opinion of Counsel
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FDS -- ATY. 5 FDS FOR 3RD QUARTER 10-Q
<TEXT>

<TABLE> <S> <C>



<ARTICLE>                     5
<LEGEND>
    This schedule  contains  summary  financial  information  extracted from the
    financial  statements  included in the Company's Form 10-Q for the quarterly
    period ended September 30, 2000 and is qualified in its entirety by
    reference to such financial information.

</LEGEND>

<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   SEP-30-2000
<CASH>                                         41,600
<SECURITIES>                                        0
<RECEIVABLES>                                  67,800
<ALLOWANCES>                                        0
<INVENTORY>                                    41,600
<CURRENT-ASSETS>                              182,900
<PP&E>                                        505,200
<DEPRECIATION>                                269,500
<TOTAL-ASSETS>                                562,000
<CURRENT-LIABILITIES>                          78,100
<BONDS>                                       192,000
<PREFERRED-MANDATORY>                               0
<PREFERRED>                                         0
<COMMON>                                        4,300
<OTHER-SE>                                    215,100
<TOTAL-LIABILITY-AND-EQUITY>                  562,000
<SALES>                                       324,900
<TOTAL-REVENUES>                              324,900
<CGS>                                         243,900
<TOTAL-COSTS>                                 243,900
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                              9,600
<INCOME-PRETAX>                                20,300
<INCOME-TAX>                                    6,200
<INCOME-CONTINUING>                            14,700
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   14,700
<EPS-BASIC>                                      1.02
<EPS-DILUTED>                                    1.02



</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
