EXHIBIT 10.130


                               CREDIT AGREEMENT

                                    among

                           FIRST HEALTH GROUP CORP.

                                 as Borrower,

                                     AND

                     CERTAIN SUBSIDIARIES OF THE BORROWER

                                as Guarantors,

                                     AND

                        THE LENDERS IDENTIFIED HEREIN,

                                     AND

                            BANK OF AMERICA, N.A.,

                           as Administrative Agent

                                 BANK ONE, NA

                                SUNTRUST BANK

                      LASALLE BANK NATIONAL ASSOCIATION,

                                     and

                                 BNP PARIBAS,

                           as Co-Syndication Agents



                          DATED AS OF APRIL 23, 2002



                       BANC OF AMERICA SECURITIES LLC,

               as Sole Book Manager and Co-Joint Lead Arranger

                       BANC ONE CAPITAL MARKETS, INC.,

                          as Co-Joint Lead Arranger

<PAGE>

                              TABLE OF CONTENTS



 SECTION 1  DEFINITIONS AND ACCOUNTING TERMS.....................1
      1.1  Definitions...........................................1
      1.2  Computation of Time Periods and Other Definitional
            Provisions..........................................16
      1.3  Accounting Terms/Calculation of Financial Covenants..16
      1.4  Time.................................................17

 SECTION 2  CREDIT FACILITIES...................................17
      2.1  Revolving Loans......................................17
      2.2  Letter of Credit Subfacility.........................19
      2.3  Swing Line Loans Subfacility.........................23
      2.4  Continuations and Conversions........................24
      2.5  Minimum Amounts......................................25

 SECTION 3  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS
            OF CREDIT...........................................25
      3.1  Interest.............................................25
      3.2  Place and Manner of Payments.........................25
      3.3  Prepayments..........................................26
      3.4  Fees.................................................26
      3.5  Payment in Full at Maturity..........................27
      3.6  Computations of Interest and Fees....................27
      3.7  Pro Rata Treatment...................................28
      3.8  Sharing of Payments..................................28
      3.9  Capital Adequacy.....................................29
      3.10 Inability To Determine Interest Rate.................29
      3.11 Illegality...........................................29
      3.12 Requirements of Law..................................30
      3.13 Taxes................................................30
      3.14 Compensation.........................................31
      3.15 Determination and Survival of Provisions.............32

 SECTION 4  GUARANTY............................................32
      4.1  Guaranty of Payment..................................32
      4.2  Obligations Unconditional............................32
      4.3  Modifications........................................33
      4.4  Waiver of Rights.....................................33
      4.5  Reinstatement........................................33
      4.6  Remedies.............................................34
      4.7  Limitation of Guaranty...............................34
      4.8  Rights of Contribution...............................34

 SECTION 5  CONDITIONS PRECEDENT................................34
      5.1  Closing Conditions...................................34
      5.2  Conditions to All Extensions of Credit...............36

 SECTION 6  REPRESENTATIONS AND WARRANTIES......................37
      6.1  Organization and Good Standing.......................37
      6.2  Due Authorization....................................37
      6.3  Enforceable Obligations..............................37
      6.4  No Conflicts.........................................37
      6.5  Consents.............................................37
      6.6  Financial Condition..................................38
      6.7  No Material Change...................................38
      6.8  Disclosure...........................................38
      6.9  No Default...........................................38
      6.10 Litigation...........................................38
      6.11 Taxes................................................38
      6.12 Compliance with Law..................................39
      6.13 Licensing and Accreditation..........................39
      6.14 Title to Properties..................................39
      6.15 Insurance............................................39
      6.16 Use of Proceeds......................................39
      6.17 Government Regulation................................40
      6.18 No Burdensome Restrictions...........................40
      6.19 ERISA................................................40
      6.20 Environmental Matters................................41
      6.21 Intellectual Property................................42
      6.22 Subsidiaries.........................................42
      6.23 Solvency.............................................42
      6.24 Indebtedness.........................................42

 SECTION 7  AFFIRMATIVE COVENANTS...............................43
      7.1  Information Covenants................................43
      7.2  Financial Covenants..................................45
      7.3  Preservation of Existence and Franchises.............46
      7.4  Books and Records....................................46
      7.5  Compliance with Law..................................46
      7.6  Payment of Taxes and Other Claims....................46
      7.7  Insurance............................................46
      7.8  Maintenance of Property..............................46
      7.9  Use of Proceeds......................................47
      7.10 Audits/Inspections...................................47
      7.11 Additional Guarantors................................47
      7.12 PPO Business.........................................47
      7.13 Claims Administration Business.......................47

 SECTION 8  NEGATIVE COVENANTS..................................47
      8.1  Indebtedness.........................................47
      8.2  Liens................................................48
      8.3  Nature of Business...................................48
      8.4  Consolidation and Merger.............................48
      8.5  Sale or Lease of Assets..............................49
      8.6  Investments..........................................49
      8.7  Transactions with Affiliates.........................49
      8.8  Fiscal Year; Accounting; Organizational Documents....49
      8.9  No Limitations.......................................49
      8.10 No Other Negative Pledges............................50
      8.11 Restricted Payments..................................50

 SECTION 9  EVENTS OF DEFAULT...................................50
      9.1  Events of Default....................................50
      9.2  Acceleration; Remedies...............................52
      9.3  Allocation of Payments After Acceleration............53

 SECTION 10  AGENCY PROVISIONS..................................54
      10.1 Appointment..........................................54
      10.2 Delegation of Duties.................................54
      10.3 Exculpatory Provisions...............................54
      10.4 Reliance on Communications...........................55
      10.5 Notice of Default....................................55
      10.6 Non-Reliance on Administrative Agent and Other
           Lenders..............................................56
      10.7 Indemnification......................................56
      10.8 Administrative Agent in Its Individual Capacity......56
      10.9 Successor Agent......................................57
      10.10 Other Agents; Lead Managers.........................57

 SECTION 11  MISCELLANEOUS......................................57
      11.1 Notices..............................................57
      11.2 Right of Set-Off; Automatic Debits...................57
      11.3 Benefit of Agreement.................................58
      11.4 No Waiver; Remedies Cumulative.......................61
      11.5 Payment of Expenses; Indemnification.................61
      11.6 Amendments, Waivers and Consents.....................61
      11.7 Counterparts/Telecopy................................62
      11.8 Headings.............................................62
      11.9 Survival of Indemnification and Representations and
           Warranties...........................................62
      11.10 Governing Law; Venue; Jurisdiction..................62
      11.11 Waiver of Jury Trial; Waiver of Consequential
            Damages.............................................63
      11.12 Severability........................................63
      11.13 Further Assurances..................................63
      11.14 Confidentiality.....................................63
      11.15 Entirety............................................63
      11.16 Binding Effect; Continuing Agreement................64


 SCHEDULES
 ---------
 Schedule 1.1(a)     Commitment Percentages/Lending Offices
 Schedule 2.2(c)     Existing Letters of Credit
 Schedule 6.22       Subsidiaries
 Schedule 6.24       Indebtedness
 Schedule 8.2        Liens
 Schedule 8.6        Investments
 Schedule 11.1       Notices


 EXHIBITS
 --------
 Exhibit 2.1(b)      Form of Notice of Borrowing
 Exhibit 2.1(e)      Form of New Commitment Agreement
 Exhibit 2.1(f)      Form of Revolving Note
 Exhibit 2.3(b)      Form of Swing Line Loan Request
 Exhibit 2.3(d)      Form of Swing Line Note
 Exhibit 2.4         Form of Notice of Continuation/Conversion
 Exhibit 7.1(c)      Form of Officer's Certificate
 Exhibit 7.12        Form of Joinder Agreement
 Exhibit 11.3(b)     Form of Assignment and Assumption


<PAGE>

                               CREDIT AGREEMENT


      THIS CREDIT AGREEMENT (this "Credit Agreement"), is entered into as of
 April 23, 2002 among FIRST HEALTH GROUP CORP., a Delaware corporation (the
 "Borrower"), the Guarantors (as defined herein), the Lenders (as defined
 herein), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders
 and as Issuing Lender.

                                   RECITALS

      WHEREAS, the Borrower has requested the Lenders to provide a senior
 credit facility to the Borrower in an aggregate principal amount of up to
 $400,000,000; and

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

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


                                  SECTION 1

                       DEFINITIONS AND ACCOUNTING TERMS
                       --------------------------------

      1.1  Definitions.

      As used herein, the following terms shall have the meanings herein
 specified unless the context otherwise requires.  Defined terms herein shall
 include in the singular number the plural and in the plural the singular:

           "Acquisition" means the acquisition by any Person of (a) all or
      substantially all of the Capital Stock of another Person, (b) all or
      substantially all of the assets of another Person or (c) all or
      substantially all of a line of business of another Person, in each
      case whether or not involving a merger or consolidation with such
      other Person.

           "Additional Commitment" means, with respect to any Lender which
      executes a New Commitment Agreement in accordance with Section 2.1(e),
      the commitment of such Lender in an aggregate principal amount up to
      the amount specified in such New Commitment Agreement to (i) make
      Revolving Loans in accordance with the provisions of Section 2.1, (ii)
      purchase participation interests in Letters of Credit in accordance
      with the provisions of Section 2.2 and (iii) purchase participation
      interests in the Swing Line Loans in accordance with the provisions
      of Section 2.3.

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

           "Administrative Agent" means Bank of America, N.A. (or any
      successor thereto) or any successor administrative agent appointed
      pursuant to Section 10.9.

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

           "Affiliate" means, with respect to a specified Person, another
      Person that directly, or indirectly through one or more intermediaries,
      Controls (including but not limited to all directors and officers of
      such Person) or is Controlled by or is under direct or indirect common
      Control with the Person specified.  "Control" means the possession,
      directly or indirectly, of the power (a) to vote 5% or more of the
      securities having ordinary voting power for the election of directors
      of  a Person or (b) to direct or cause the direction of the management
      or policies of a Person, whether through the ability to exercise voting
      power, by contract or otherwise.  "Controlled" has the meaning
      correlative thereto.

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

           "Agent-Related Person" means the Administrative Agent (including
      any successor administrative agent), together with its Affiliates
      (including, in the case of Bank of America in its capacity as the
      Administrative Agent, BAS), and their respective officers, directors,
      employees, agents, counsel and attorneys-in-fact.

           "Applicable Percentage" means the appropriate applicable
      percentages corresponding to the Debt Rating of the Borrower in effect
      from time to time as described below:

================================================================================
 Pricing   Debt Rating              Applicable  Applicable   Applicable   All-in
 Level                              Percentage  Percentage   Percentage    Drawn
                                       for      for Letter      for
                                    Eurodollar   of Credit    Facility
                                      Loans        Fees         Fee
--------------------------------------------------------------------------------
 I     >= BBB+ from S&P/                .60%        .60%         .15%      .75%
       >= Baa1 from Moody's
--------------------------------------------------------------------------------
 II    >=BBB but < BBB+ from S&P/       .70%        .70%        .175%      .875%
       >=Baa2 but <Baa1 from Moody's
--------------------------------------------------------------------------------
 III   >=BBB- but <BBB from S&P/        .90%        .90%        .225%     1.125%
       >=Baa3 but <Baa2 from Moody's
--------------------------------------------------------------------------------
 IV    >=BB+ but < BBB- from S&P/      1.075%      1.075%       .350%     1.425%
       >=Ba1 but <Baa3 from Moody's
--------------------------------------------------------------------------------
 V     <BB+ or unrated by S&P/         1.225%      1.225%       .400%     1.625%
       <Ba1 or unrated by Moody's
================================================================================


      The Applicable Percentage for Eurodollar Loans, the Letter of Credit
      Fees and the Facility Fees shall, in each case, be determined and
      adjusted on the date (each a "Calculation Date") one Business Day after
      the date on which the Borrower's Debt Rating is upgraded or downgraded
      in a manner which requires a change in the then applicable Pricing
      Level set forth above; provided, however, that notwithstanding the Debt
      Rating, the Applicable Percentages from the Closing Date until the date
      that is six months following the Closing Date shall be based on Pricing
      Level IV, and on and after such date the applicable Pricing Level shall
      be determined by the Borrower's then current Debt Rating.  If at any
      time there is a split in the Borrower's Debt Ratings between S&P and
      Moody's, the Applicable Percentages shall be determined by the higher
      of the two Debt Ratings (i.e. the lower pricing); provided that if
      the two Debt Ratings are more than one level apart, the Applicable
      Percentage shall be based on the Debt Rating which is one level higher
      than the lower rating.  Each Applicable Percentage shall be effective
      from one Calculation Date until the next Calculation Date.  Any
      adjustment in the Applicable Percentage shall be applicable to all
      existing Eurodollar Loans and Letters of Credit as well as any new
      Eurodollar Loans made or Letters of Credit issued.

           "Assignment and Assumption" means an assignment and assumption
      entered into by a Lender and an Eligible Assignee (with the consent of
      any party whose consent is required by Section 11.3), and accepted by
      the Administrative Agent, in substantially the form of Exhibit 11.3(b)
      or any other form approved by the Administrative Agent.

           "Attorney Costs" means all reasonable fees and disbursements of
      any law firm or other external counsel and the reasonable allocated
      cost of internal legal services and all reasonable disbursements of
      internal counsel.

           "Authorized Officer" means the chief executive officer, the
      president, the chief financial officer, the controller or any vice
      president of the Borrower, or any other officer having substantially
      the same authority and responsibility; or, with respect to compliance
      with financial covenants, the chief financial officer or the treasurer
      of the Borrower, or any other officer having substantially the same
      authority and responsibility.

           "Bank of America" means Bank of America, N.A. or any successor
      thereto.

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

           "BAS" means Banc of America Securities LLC.

           "Base Rate" means, for any day, the rate per annum (rounded
      upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
      equal to the greater of (a) the Federal Funds Rate in effect on such
      day plus / of 1% or (b) the Prime Rate in effect on such day.  If for
      any reason the Administrative Agent shall have determined (which
      determination shall be conclusive absent manifest error) that it is
      unable after due inquiry to ascertain the Federal Funds Rate for any
      reason, including the inability or failure of the Administrative Agent
      to obtain sufficient quotations in accordance with the terms hereof,
      the Base Rate shall be determined without regard to clause (a) 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 Rate shall be effective
      at the opening of business on the day specified in the public
      announcement of such change.

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

           "Borrower" means First Health Group Corp., a Delaware corporation.

           "Business Day" means any day other than a Saturday, a Sunday, a
      legal holiday  or a day on which banking institutions are authorized or
      required by law or other governmental action to close in New York, New
      York, Chicago, Illinois or Charlotte, North Carolina; provided that in
      the case of Eurodollar Loans, such day is also a day on which dealings
      between banks are carried on in U.S. dollar deposits in the London
      interbank market.

           "Calculation Date" has the meaning set forth in the definition of
      Applicable Percentage.

           "Capital Expenditures" means all expenditures of the Borrower and
      its Subsidiaries on a consolidated basis which, in accordance with
      GAAP, would be classified as capital expenditures, including, without
      limitation, Capital Leases which would be so classified in accordance
      with GAAP.

           "Capital Lease" means, as applied to any Person, any lease of any
      Property (whether real, personal or mixed) by that Person as lessee
      which, in accordance with GAAP, is or should be accounted for as a
      capital lease on the balance sheet of that Person and the amount of
      such obligation shall be the capitalized amount thereof determined in
      accordance with GAAP.

           "Capital Stock" means (a) in the case of a corporation, all
      classes of capital stock of such corporation, (b) in the case of a
      partnership, partnership interests (whether general or limited), (c)
      in the case of a limited liability company, membership interests and
      (d) any other interest or participation that confers on a Person the
      right to receive a share of the profits and losses of, or distributions
      of assets of, the issuing Person.

           "Cash Equivalents" means (a) securities issued or directly and
      fully guaranteed or insured by the United States of America or any
      agency or instrumentality thereof (provided that the full faith and
      credit of the United States of America is pledged in support thereof)
      having maturities of not more than twelve months from the date
      of acquisition, (b) Dollar denominated time and demand deposits,
      certificates of deposit and banker's acceptances of (i) any Lender,
      (ii) any domestic commercial bank having capital and surplus in excess
      of $500,000,000 or (iii) any bank whose short-term commercial paper
      rating from S&P is at least A-1 or the equivalent thereof or from
      Moody's is at least P-1 or the equivalent thereof (any such bank being
      an "Approved Bank"), in each case with maturities of not more than 270
      days from the date of acquisition, (c) commercial paper and variable or
      fixed rate notes issued by any Approved Bank (or by the parent company
      thereof) or any variable rate notes issued by, or guaranteed by, any
      domestic corporation rated A-1 (or the equivalent thereof) or better
      by S&P or P-1 (or the equivalent thereof) or better by Moody's and
      maturing within six months of the date of acquisition, (d) repurchase
      agreements with a bank or trust company (including any of the Lenders)
      or recognized securities dealer having capital and surplus in excess of
      $500,000,000 for direct obligations issued by or fully guaranteed by
      the United States of America in which the Borrower shall have a
      perfected first priority security interest (subject to no other Liens)
      and having, on the date of purchase thereof, a fair market value of at
      least 100% of the amount of the repurchase obligations, (e) Investments
      in tax-exempt municipal bonds rated AA (or the equivalent thereof) or
      better by S&P or Aa2 (or the equivalent thereof) or better by Moody's
      and (f) Investments, classified in accordance with GAAP as current
      assets, in money market investment programs registered under the
      Investment Company Act of 1940, as amended, which are administered
      by reputable financial institutions having capital of at least
      $500,000,000 and the portfolios of which are limited to Investments of
      the character described in the foregoing subdivisions (a) through (e).

           "Cash Taxes" means the total amount of federal, state, foreign or
      other income or franchise taxes, paid in cash, of the Credit Parties
      and their Subsidiaries on a consolidated basis.

           "Change of Control" means either of the following events:

                (a)  any "person" or "group" (within the meaning of
           Section 13(d) or 14(d) of the Exchange Act) has become, directly
           or indirectly, the "beneficial owner" (as defined in Rules 13d-3
           and 13d-5 under the Exchange Act), by way of merger, consolidation
           or otherwise of 30% or more of the Voting Stock of the Borrower on
           a fully-diluted basis, after giving effect to the conversion and
           exercise of all outstanding warrants, options and other securities
           of the Borrower convertible into or exercisable for Voting Stock
           of the Borrower (whether or not such securities are then currently
           convertible or exercisable); or

                (b)  during any period of twelve calendar months, individuals
           who at the beginning of such period constituted the board of
           directors of the Borrower together with any new members of such
           board of directors whose elections by such board or board of
           directors or whose nomination for election by the stockholders of
           the Borrower was approved by a vote of a majority of the members
           of such board of directors then still in office who either were
           directors at the beginning of such period or whose election or
           nomination for election was previously so approved cease for any
           reason to constitute a majority of the directors of the Borrower
           then in office.

           "Claims Administration Business" means the business of performing
      the administrative tasks related to processing medical bills incurred
      by the beneficiaries of health plans offered by insurance companies,
      employers or other payors.

           "Closing Date" means the date hereof.

           "Code" means the Internal Revenue Code of 1986 and the rules and
      regulations promulgated thereunder, as amended, modified, succeeded or
      replaced from time to time.

           "Commitments" means (a) the commitment of each Lender with respect
      to the Revolving Committed Amount, (b) the commitment of the Issuing
      Lender with respect to the LOC Commitment and (c) the commitment of the
      Swing Line Lender with respect to the Swing Line Commitment.

           "Contingent Obligations" means, with respect to any Person,
      without duplication, any obligations (other than endorsements in the
      ordinary course of business of negotiable instruments for deposit or
      collection) guaranteeing any Indebtedness of any other Person in any
      manner, whether direct or indirect, and including without limitation
      any obligation, whether or not contingent, (a) to purchase any such
      Indebtedness or other obligation or any property constituting security
      therefor, (b) to advance or provide funds or other support for the
      payment or purchase of such Indebtedness or obligation or to maintain
      working capital, solvency or other balance sheet condition of such
      other Person (including, without limitation, maintenance agreements,
      comfort letters, take or pay arrangements, put agreements or similar
      agreements or arrangements) for the benefit of the holder of
      Indebtedness of such other Person, (c) to lease or purchase property,
      securities or services primarily for the purpose of assuring the owner
      of such Indebtedness or (d) to otherwise assure or hold harmless the
      owner of such Indebtedness or obligation against loss in respect
      thereof.  The amount of any Contingent Obligation hereunder shall
      (subject to any limitations set forth therein) be deemed to be an
      amount equal to the outstanding principal amount (or maximum principal
      amount, if larger) of the Indebtedness to the extent of the applicable
      Contingent Obligation.

           "Credit Documents" means this Credit Agreement, the Notes, any
      Joinder Agreement, the LOC Documents, any Notice of Borrowing, any
      Notice of Continuation/Conversion and any Swing Line Loan Request.

           "Credit Exposure" has the meaning set forth in the definition of
      Required Lenders in this Section 1.1.

           "Credit Parties" means the Borrower and the Guarantors and "Credit
      Party" means any one of them.

           "Credit Party Obligations" means, without duplication, (a) all of
      the obligations of the Credit Parties to the Lenders (including the
      Issuing Lender and the Swing Line Lender) and the Administrative Agent,
      whenever arising, under this Credit Agreement, the Notes, or any of the
      other Credit Documents to which any Credit Party is a party and (b) all
      liabilities and obligations owing from such Credit Party to any Lender,
      or any Affiliate of a Lender, arising under Hedging Agreements.

           "Debt Rating" means the long-term senior unsecured, non-credit
      enhanced debt rating of the Borrower from S&P and Moody's.

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

           "Defaulting Lender" means, at any time, any Lender that, (a) has
      failed to make a Loan or purchase a Participation Interest required
      pursuant to the terms of this Credit Agreement (but only for so long as
      such Loan is not made or such Participation Interest is not purchased),
      (b) has failed to pay to the Administrative Agent or any Lender an
      amount owed by such Lender pursuant to the terms of this Credit
      Agreement (but only for so long as such amount has not been repaid) or
      (c) has been deemed insolvent or has become subject to a bankruptcy or
      insolvency proceeding or to a receiver, trustee or similar official.

           "Dividends" means any payment of dividends or any other
      distribution upon any shares of any class of Capital Stock of the
      Borrower or any of its Subsidiaries other than (a) dividends or
      distributions payable in Capital Stock of such Person and (b) in the
      case of any Subsidiary of the Borrower, dividends or distributions
      payable to its direct parent.

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

           "Domestic Subsidiary" means each direct and indirect Subsidiary of
      the Borrower that is domiciled or organized under the laws of any State
      of the United States or the District of Columbia.

           "EBITDA" means, for any period, with respect to the Credit Parties
      and their Subsidiaries on a consolidated basis, (a) Net Income for
      such period (excluding the effect of any extraordinary or other non-
      recurring gains and non-cash losses (including any gain or non-cash
      loss from the sale of Property)) plus (b) an amount which, in the
      determination of Net Income for such period, has been deducted for
      (i) Interest Expense for such period, (ii) total Federal, state,
      foreign or other income taxes for such period and (iii) all
      depreciation and amortization for such period; provided, however, for
      purposes of calculating the financial covenants set forth in Section
      7.2, the portion of EBITDA for any applicable period attributable to,
      without duplication, (A) Persons that are not Credit Parties and
      (B) minority interests, that exceeds 20% of total EBITDA  for such
      period (calculated without giving effect to this proviso) shall be
      excluded from EBITDA.

           "Effective Date" means the date on which the conditions set forth
      in Section 5.1 shall have been fulfilled (or waived in the sole
      discretion of the Lenders) and on which the initial Loans shall have
      been made and/or the initial Letters of Credit shall have been issued.

           "Eligible Assets" means any assets or any business (or any
      substantial part thereof) used or useful in the same line of business
      as the Borrower and any of its Subsidiaries are engaged on the Closing
      Date (or reasonable extensions thereof).

           "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
      Lender; and (c) any other Person (other than a natural person) approved
      by (i) the Administrative Agent, (ii) in the case of any assignment of
      a Commitment to make Revolving Loans, the Issuing Lender, and (iii)
      unless a Default or Event of Default has occurred and is continuing,
      the Borrower (each such approval not to be unreasonably withheld or
      delayed); provided that notwithstanding the foregoing, "Eligible
      Assignee" shall not include the Borrower or any of the Borrower's
      Affiliates or Subsidiaries.

           "Environmental Claim" means any investigation, written notice,
      violation, written demand, written allegation, action, suit,
      injunction, judgment, order, consent decree, penalty, fine, lien,
      proceeding, or written claim whether administrative, judicial, or
      private in nature arising (a) pursuant to, or in connection with,
      an actual or alleged violation of, any Environmental Law, (b) in
      connection with any Hazardous Material, (c) from any assessment,
      abatement, removal, remedial, corrective, or other response action in
      connection with an Environmental Law or other order of a Governmental
      Authority or (d) from any actual or alleged damage, injury, threat,
      or harm to health, safety, natural resources, or the environment.

           "Environmental Laws" means any current or future legal requirement
      of any Governmental Authority pertaining to (a) the protection of
      health, safety, and the indoor or outdoor environment, (b) the
      conservation, management, or use of natural resources and wildlife,
      (c) the protection or use of surface water and groundwater or (d)
      the management, manufacture, possession, presence, use, generation,
      transportation, treatment, storage, disposal, release, threatened
      release, abatement, removal, remediation or handling of, or exposure
      to, any hazardous or toxic substance or material or (e) pollution
      (including any release to land surface water and groundwater) and
      includes, without limitation, the Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980, as amended by the Superfund
      Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid
      Waste Disposal Act, as amended by the Resource Conservation and
      Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984,
      42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by
      the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of
      1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of
      1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49
      USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as
      amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et
      seq., Emergency Planning and Community Right-to-Know Act of 1986, 42
      USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC
      4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC
      300(f) et seq., any analogous implementing or successor law, and any
      amendment, rule, regulation, order, or directive issued thereunder.

           "Equity Issuance" means any issuance by the Borrower or any of
      its Subsidiaries to any Person (other than the Borrower or any of its
      Subsidiaries) of (a) shares of its Capital Stock, (b) any shares of its
      Capital Stock pursuant to the exercise of options or warrants, (c) any
      shares of its Capital Stock pursuant to the conversion of any debt
      securities to equity or (d) any options or warrants relating to its
      Capital Stock.

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

           "ERISA Affiliate" means an entity, whether or not incorporated,
      which is under common control with the Borrower or any Subsidiary of
      the Borrower within the meaning of Section 4001(a)(14) of ERISA, or is
      a member of a group which includes the Borrower or any Subsidiary of
      the Borrower and which is treated as a single employer under Sections
      414(b), (c), (m) or (o) of the Code.

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

           "Eurodollar Loan" means a Loan bearing interest based at a rate
      determined by reference to the Eurodollar Rate.

           "Eurodollar Rate" means, for the Interest Period for each
      Eurodollar Loan comprising part of the same borrowing (including
      conversions, extensions and renewals), a per annum interest rate
      determined pursuant to the following formula:

           Eurodollar Rate =        London Interbank Offered Rate
                                    1 - Eurodollar Reserve Percentage

           "Eurodollar Reserve Percentage" means for any day, that percentage
      (expressed as a decimal) which is in effect from time to time under
      Regulation D, as such regulation may be amended from time to time
      or any successor regulation, as the maximum reserve requirement
      (including, without limitation, any basic, supplemental, emergency,
      special, or marginal reserves) applicable with respect to Eurocurrency
      liabilities as that term is defined in Regulation D (or against any
      other category of liabilities that includes deposits by reference to
      which the interest rate of Eurodollar Loans is determined), whether or
      not a Lender has any Eurocurrency liabilities subject to such reserve
      requirement at that time.  Eurodollar Loans shall be deemed to
      constitute Eurocurrency liabilities and as such shall be deemed subject
      to reserve requirements without benefits of credits for proration,
      exceptions or offsets that may be available from time to time to a
      Lender.  The Eurodollar Rate shall be adjusted automatically on and
      as of the effective date of any change in the Eurodollar Reserve
      Percentage.

           "Event of Default" means any of the events or circumstances
      specified in Section 9.1.

           "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder, as
      amended, modified, succeeded or replaced from time to time.

           "Existing Credit Agreement" means that certain Amended and
      Restated Credit Agreement, dated as of October 22, 1997, by and among
      the Borrower (formerly Healthcare Compare Corp.), as borrower, the
      lenders signatories thereto, LaSalle National Bank, as administrative
      agent, and First Chicago Capital Markets, Inc., as syndication agent,
      as amended or modified from time to time.

           "Existing Letters of Credit" means the letters of credit described
      on Schedule 2.2(c).

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

           "Facility Fees" means the fees payable to the Lenders pursuant to
      Section 3.4(a).

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

           "Fee Letter" means that certain letter agreement, dated as of
      March 4, 2002, among the Borrower, BAS and Bank of America.

           "Fixed Charge Coverage Ratio" means, as of the end of each fiscal
      quarter of the Borrower for the twelve month period ending on such
      date, with respect to the Credit Parties and their Subsidiaries on a
      consolidated basis, the ratio of (a) the sum of (i) EBITDA for such
      period plus (ii) rental payments under operating leases made during
      such period minus (iii) Capital Expenditures for such period minus
      (iv) Cash Taxes paid during such period to (b) the sum of (i)
      Interest Expense (to the extent paid in cash) for such period plus
      (ii) Scheduled Funded Debt Payments for such period, plus (iii)
      rental payments under operating leases made during such period plus
      (iv) Dividends for such period.

           "Foreign Subsidiary" means any Subsidiary of the Borrower that is
      not a Domestic Subsidiary.

           "Funded Debt" means, without duplication, the sum of (a) all
      Indebtedness of the Credit Parties and their Subsidiaries for borrowed
      money, (b) all purchase money Indebtedness of the Credit Parties and
      their Subsidiaries (other than trade debt incurred in the ordinary
      course of business and due within nine months of the incurrence
      thereof), (c) the principal portion of all obligations of the Credit
      Parties and their Subsidiaries under Capital Leases, (d) all drawn but
      unreimbursed amounts under all letters of credit (other than letters of
      credit supporting trade payables in the ordinary course of business)
      issued for the account of a Credit Party or any of its Subsidiaries,
      (e) all Funded Debt of another Person secured by a Lien on any Property
      of the Credit Parties and their Subsidiaries whether or not such Funded
      Debt has been assumed by a Credit Party or any of its Subsidiaries
      (provided, however, if recourse to such Person is specifically limited
      in writing to such Property, the amount deemed to be "Funded Debt"
      shall be limited to the lesser of the amount of the underlying Funded
      Debt or the fair market value of the applicable Property), (f) all
      Funded Debt of any partnership or unincorporated joint venture to the
      extent a Credit Party or one of its Subsidiaries is legally obligated
      with respect thereto, (g) the amount of principal attributable under
      any outstanding Synthetic Lease and (h) the aggregate amount of
      uncollected accounts receivable of such Person subject at such time to
      a sale of receivables (or similar transaction) regardless of whether
      such transaction is effected without recourse to such Person or in a
      manner that would not be reflected on the balance sheet of such Person
      in accordance with GAAP.

           "GAAP" means generally accepted accounting principles in the
      United States applied on a consistent basis and subject to Section 1.3.

           "Governmental Authority" means any federal, state, local,
      provincial or foreign court or governmental agency, authority,
      instrumentality or regulatory body.

           "Guarantor" means each Person identified as a "Guarantor" on the
      signature pages hereto and each Person that becomes a Guarantor after
      the Closing Date, as provided in Section 7.11 or otherwise, together
      with their successors and permitted assigns.

           "Guaranty" means the guaranty of the Credit Party Obligations
      provided by the Guarantors pursuant to Section 4.

           "Hazardous Materials" means any substance, material or waste
      defined in or regulated under any Environmental Laws.

           "Hedging Agreements" means, collectively, interest rate protection
      agreements, foreign currency exchange agreements, commodity purchase or
      option agreements or other interest or exchange rate or commodity price
      hedging agreements, in each case, entered into or purchased by a Credit
      Party.

           "HIPAA" means, collectively, the Health Insurance Portability and
      Accountability Act of 1996, as amended, and any successor statute
      thereto, as interpreted by the rules and regulations thereunder, all as
      the same may be in effect from time to time.  References to sections of
      HIPAA shall be construed also to refer to any successor sections.

           "Immaterial Subsidiary" means a Subsidiary of the Borrower with
      assets of $15,000,000 or less and which has net income for the previous
      four fiscal quarters of $5,000,000 or less as of any date of
      determination.

           "Indebtedness" of any Person means, without duplication, (a) all
      obligations of such Person for borrowed money, (b) all obligations
      of such Person evidenced by bonds, debentures, notes or similar
      instruments, or upon which interest payments are customarily made, (c)
      all obligations of such Person under conditional sale or other title
      retention agreements relating to Property purchased by such Person to
      the extent of the value of such Property (other than customary
      reservations or retentions of title under agreements with suppliers
      entered into in the ordinary course of business), (d) all obligations
      of such Person issued or assumed as the deferred purchase price of
      Property or services purchased by such Person (other than trade debt
      incurred in the ordinary course of business and due within nine months
      of the incurrence thereof) which would appear as liabilities on a
      balance sheet of such Person, (e) all Indebtedness of others secured by
      (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien on, Property owned
      or acquired by such Person, whether or not the obligations secured
      thereby have been assumed (provided, however, if recourse to such
      Person is specifically limited in writing to such Property, the amount
      deemed to be "Indebtedness" of a Person shall be limited to the lesser
      of the amount of the underlying Indebtedness or the fair market value
      of the applicable Property), (f) all Contingent Obligations of such
      Person, (g) the principal portion of all obligations of such Person
      under (i) Capital Leases and (ii) any Synthetic Lease of such Person,
      (h) all obligations of such Person to repurchase any securities which
      repurchase obligation is related to the issuance thereof, including,
      without limitation, obligations commonly known as residual equity
      appreciation potential shares, (i) all net obligations of such Person
      in respect of Hedging Agreements, (j) the maximum amount of all
      performance and standby letters of credit issued or bankers'
      acceptances facilities created for the account of such Person and,
      without duplication, all drafts drawn thereunder (to the extent
      unreimbursed), and (k) the aggregate amount of uncollected accounts
      receivable of such Person subject at such time to a sale of receivables
      (or similar transaction) regardless of whether such transaction is
      effected without recourse to such Person or in a manner that would not
      be reflected on the balance sheet of such Person in accordance with
      GAAP.  The Indebtedness of any Person shall include the Indebtedness of
      any partnership or unincorporated joint venture to the extent such
      Person is legally obligated with respect thereto.

           "Indemnified Liabilities" has the meaning set forth in Section
      11.5.

           "Intellectual Property" has the meaning set forth in Section 6.21.

           "Interest Expense" means, for any period, with respect to the
      Credit Parties and their Subsidiaries on a consolidated basis, all
      interest expense including the interest component under Capital Leases,
      as determined in accordance with GAAP.

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

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

           "Investment" in any Person means (a) the acquisition (whether for
      cash, property, services, assumption of Indebtedness, securities or
      otherwise) of assets (other than equipment, inventory, supplies or
      other assets in the ordinary course of business and other than any
      acquisition of assets constituting a Capital Expenditure), shares of
      Capital Stock, bonds, notes, debentures, partnership, joint ventures or
      other ownership interests or other securities of such other Person or
      (b) any deposit with, or advance, loan or other extension of credit to,
      such Person (other than deposits or advances made in connection with
      the purchase of equipment or other assets or services in the ordinary
      course of business) or (c) any other capital contribution to or
      investment in such Person, including, without limitation, any
      Contingent Obligation (including any support for a letter of credit
      issued on behalf of such Person) incurred for the benefit of such
      Person.

           "Investment Grade Rating" means a Debt Rating of (a) at least BBB-
      or higher from S&P and (b) at least Baa3 or higher from Moody's.

           "Issuing Lender" means Bank of America (or, solely with respect to
      the Existing Letters of Credit, LaSalle Bank National Association).

           "Issuing Lender Fees" has the meaning set forth in Section
      3.4(b)(ii).

           "Joinder Agreement" means a Joinder Agreement substantially in the
      form of Exhibit 7.12.

           "Lender" means any of the Persons identified as a "Lender" on the
      signature pages hereto, any Eligible Assignee which may become a Lender
      by way of assignment in accordance with the terms hereof, any Person
      which becomes a Lender by executing a New Commitment Agreement pursuant
      to Section 2.1(e), and, as the context requires, includes the L/C
      Issuer and the Swing Line Lender, together with their successors and
      permitted assigns.

           "Lending Office" means, as to any Lender, the office or offices of
      such Lender described as such on Schedule 1.1(a), or such other office
      or offices as a Lender may from time notify to the Borrower and the
      Administrative Agent.

           "Letter of Credit" means (a) any Existing Letter of Credit and
      (b) any letter of credit issued for the account of the Borrower by the
      Issuing Lender pursuant to Section 2.2, as such letter of credit may be
      amended, modified, extended, renewed or replaced.

           "Letter of Credit Fees" has the meaning set forth in Section
      3.4(b)(i).

           "Leverage Ratio" means (subject to Section 1.3), as of the last
      day of each fiscal quarter of the Borrower, the ratio of (a) Funded
      Debt on such date to (b) EBITDA for the twelve month period ending on
      such date.

           "Lien" means any mortgage, pledge, hypothecation, assignment,
      deposit arrangement, security interest, encumbrance, lien (statutory or
      otherwise), preference, priority or charge of any kind, including,
      without limitation, any agreement to give any of the foregoing, any
      conditional sale or other title retention agreement, and any lease in
      the nature thereof.

           "Loan" or "Loans" means the Revolving Loans and the Swing Line
      Loans (or any portion thereof), individually or collectively, as
      appropriate.

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

           "LOC Committed Amount" means SEVENTY-FIVE MILLION DOLLARS
      ($75,000,000).

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

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

           "London Interbank Offered Rate" means, with respect to any
      Eurodollar Loan for the Interest Period applicable thereto, the rate of
      interest per annum (rounded upwards, if necessary, to the nearest 1/100
      of 1%) appearing on Telerate Page 3750 (or any successor page) as the
      London interbank offered rate for deposits in Dollars at approximately
      11:00 A.M. (London time) two Business Days prior to the first day of
      such Interest Period for a term comparable to such Interest Period;
      provided, however, if more than one rate is specified on Telerate Page
      3750, the applicable rate shall be the arithmetic mean of all such
      rates.  If, for any reason, such rate is not available, the term
      "London Interbank Offered Rate" shall mean, with respect to any
      Eurodollar Loan for the Interest Period applicable thereto, the rate of
      interest per annum (rounded upwards, if necessary, to the nearest 1/100
      of 1%) appearing on Reuters Screen LIBO Page as the London interbank
      offered rate for deposits in Dollars at approximately 11:00 A.M.
      (London time) two Business Days prior to the first day of such Interest
      Period for a term comparable to such Interest Period; provided,
      however, if more than one rate is specified on Reuters Screen LIBO
      Page, the applicable rate shall be the arithmetic mean of all such
      rates.

           "Mandatory Borrowing" has the meaning set forth in Section 2.2(e).

           "Material Adverse Effect" means a material adverse effect on (a)
      the business, assets, liabilities (actual or contingent), operations,
      or condition (financial or otherwise) of the Credit Parties and their
      Subsidiaries taken as a whole, (b) the ability of a Credit Party to
      perform its obligations under this Credit Agreement or any of the other
      Credit Documents, or (c) the validity or enforceability of this Credit
      Agreement, any of the other Credit Documents, or the rights and
      remedies of the Lenders hereunder or thereunder taken as a whole.

           "Maturity Date" means June 29, 2007.

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

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

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

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

           "Multiple Employer Plan" means a Plan covered by Title IV of ERISA
      (other than a Multiemployer Plan) in which the Borrower, any Subsidiary
      of the Borrower or any ERISA Affiliate and at least one employer other
      than the Borrower, any Subsidiary of the Borrower or any ERISA
      Affiliate are contributing sponsors.

           "Net Cash Proceeds" means the aggregate cash or Cash Equivalents
      proceeds received by the Borrower or any of its Subsidiaries in respect
      of any Equity Issuance, net of (a) direct costs, fees and expenses
      incurred in connection therewith (including, without limitation, legal,
      accounting and investment banking fees) and (b) taxes paid or payable
      as a result thereof.

           "Net Income" means, for any period, the net income after taxes for
      such period of the Credit Parties and their Subsidiaries on a
      consolidated basis, as determined in accordance with GAAP.

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

           "New Commitment Agreement" has the meaning assigned to such term
      in Section 2.1(e).

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

           "Notice of Borrowing" means a request by the Borrower for a
      Revolving Loan, in the form of Exhibit 2.1(b).

           "Notice of Continuation/Conversion" means a request by the
      Borrower to continue an existing Eurodollar Loan to a new Interest
      Period or to convert a Eurodollar Loan to a Base Rate Loan or a Base
      Rate Loan to a Eurodollar Loan, in the form of Exhibit 2.3.

           "Participants" means Lenders with a Revolving Loan Commitment
      Percentage greater than zero.

           "Participation Interest" means the Extension of Credit by a Lender
      by way of a purchase of a participation in (a) Letters of Credit or LOC
      Obligations as provided in Section 2.2, (b) Swing Line Loans as
      provided in Section 2.3 or (c) any Loans as provided in Section 3.8.

           "Participation Purchaser" has the meaning assigned to such term in
      Section 11.3(d).

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

           "Permitted Acquisition" means an Acquisition by a Credit Party or
      any of its Subsidiaries provided that (a) the Property acquired (or
      the Property of the Person acquired) in such Acquisition constitutes
      Eligible Assets (or goodwill associated therewith), (b) in the case of
      an Acquisition of the Capital Stock of another Person, the board of
      directors (or other comparable governing body) of such other Person
      shall have duly approved such Acquisition, (c) both immediately before
      and after immediately giving effect to such Acquisition, no Default or
      Event of Default exists, (d) the representations and warranties made by
      the Credit Parties in each Credit Document shall be true and correct
      in all material respects at and as if made as of the date of such
      Acquisition (after giving effect thereto) except to the extent such
      representations and warranties expressly relate to an earlier date,
      (e) such Acquisition is undertaken in accordance with all laws, rules,
      regulations, orders, writs, judgments, injunctions, decrees and awards
      to which any party to such Acquisition may be subject and (f) if the
      aggregate consideration for such Acquisition exceeds $50,000,000,
      (i) the Borrower shall provide at least 15 days prior written notice
      of such Acquisition to the Administrative Agent and (ii) the Borrower
      shall have delivered to the Administrative Agent, prior to the closing
      of such Acquisition, a certificate of an Authorized Officer of the
      Borrower providing calculations showing that the Borrower is in
      compliance with the financial covenants set forth in Section 7.2 on a
      Pro Forma Basis giving effect to such Acquisition.

           "Permitted Investments" means Investments which are (a) cash or
      Cash Equivalents, (b) trade accounts receivable created, acquired or
      made in the ordinary course of business and payable or dischargeable
      in accordance with customary trade terms, (c) Investments in Credit
      Parties, (d) Permitted Acquisitions, (e) travel advances to management
      personnel and employees in the ordinary course of business,
      (f) Investments existing as of the Closing Date and set forth on
      Schedule 8.6 and (g) other Investments (other than Acquisitions) not
      otherwise prohibited hereunder, provided that at any time that the
      Borrower does not have an Investment Grade Rating, the aggregate amount
      of all such Investments shall not exceed $50,000,000 (or, if at such
      time the aggregate amount of such Investments exceeds $50,000,000, no
      additional Investments shall be made pursuant to this clause (g) until
      the Borrower obtains an Investment Grade Rating).

           "Permitted Liens" means (a) Liens securing Credit Party
      Obligations, (b) Liens for taxes not yet due or Liens for taxes being
      contested in good faith by appropriate proceedings for which adequate
      reserves determined in accordance with GAAP have been established (and
      as to which the Property subject to any such Lien is not yet subject
      to foreclosure, sale, collection, levy or loss on account thereof),
      (c) Liens in respect of Property imposed by law arising in the ordinary
      course of business such as materialmen's, mechanics', warehousemen's,
      carrier's, landlords' and other nonconsensual statutory Liens which are
      not yet due and payable or which are being contested in good faith by
      appropriate proceedings for which adequate reserves determined in
      accordance with GAAP have been established (and as to which the
      Property subject to any such Lien is not yet subject to foreclosure,
      sale or loss on account thereof), (d) Liens (other than Liens imposed
      under ERISA) consisting of pledges or deposits made in the ordinary
      course of business to secure payment of worker's compensation
      insurance, unemployment insurance, pensions or social security
      programs, (e) Liens arising from good faith deposits in connection
      with or to secure performance of tenders, bids, leases, government
      contracts, performance and return-of-money bonds and other similar
      obligations incurred in the ordinary course of business (other than
      obligations in respect of the payment of borrowed money), (f) Liens
      arising from good faith deposits in connection with or to secure
      performance of statutory obligations and surety and appeal bonds,
      (g) easements, rights-of-way, restrictions (including zoning
      restrictions), matters of plat, minor defects or irregularities in
      title and other similar charges or encumbrances not, in any material
      respect, impairing the use of the encumbered Property for its intended
      purposes, (h)  Liens in connection with judgments, provided that the
      judgments secured thereby do not constitute an Event of Default under
      Section 9.1(h), (i) Liens securing Indebtedness permitted by Sections
      8.1(a)(iv) and 8.1(b)(vi), provided that the aggregate principal
      amount of such secured Indebtedness shall not exceed the sum of
      (i) $75,000,000 minus (ii) the aggregate principal amount all unsecured
      Indebtedness incurred pursuant to Section 8.1(b)(vi), (j) Liens arising
      by virtue of any statutory or common law provision relating to banker's
      liens, rights of setoff or similar rights as to deposit accounts or
      other funds maintained with a creditor depository institution, (k)
      leases or subleases granted to others not interfering in any material
      respect with the business of the Borrower or any of its Subsidiaries,
      (l) any interest of a Person party to an agreement to, or holding an
      option to, acquire assets in connection with a sale of assets permitted
      by Section 8.5 and (m) Liens existing on the date hereof and identified
      on Schedule 8.2 and any renewals and extensions thereof not otherwise
      prohibited by this Credit Agreement; provided that (i) no such Lien
      shall extend to any Property other than the property subject thereto
      on the Closing Date and (ii) the principal amount of the Indebtedness
      secured by such Liens shall not be increased.

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

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

           "PPO Business" means the business of developing and maintaining
      networks of independent healthcare providers that have agreed to accept
      discounted rates for services rendered to beneficiaries of health plans
      offered by insurance companies, employers or other payors.

           "Prime Rate" means the per annum rate of interest established from
      time to time by the Administrative Agent at its principal office in
      Charlotte, North Carolina (or such other principal office of the
      Administrative Agent as communicated in writing to the Borrower and the
      Lenders) as its Prime Rate.  Any change in the interest rate resulting
      from a change in the Prime Rate shall become effective as of 12:01 a.m.
      of the Business Day on which each change in the Prime Rate is announced
      by the Administrative Agent.  The Prime Rate is a reference rate used
      by the Administrative Agent in determining interest rates on certain
      loans and is not intended to be the lowest rate of interest charged on
      any extension of credit to any debtor.

           "Pro Forma Basis" means, in connection with any Permitted
      Acquisition, Restricted Payment or incurrence of Indebtedness, that
      such Acquisition or incurrence of Indebtedness occurred as of the end
      of the last fiscal quarter for which the Borrower has delivered an
      officer's certificate pursuant to Section 7.1(c).

           "Property" means any right, title or interest in or to any
      property or asset of any kind whatsoever, whether real, personal or
      mixed and whether tangible or intangible.

           "Real Properties" has the meaning given thereto in Section 6.20.

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

           "Related Parties" means, with respect to any specified Person,
      such Person's Affiliates and the respective directors, officers,
      employees, agents and advisors of such Person and such Person's
      Affiliates.

           "Required Lenders" means Lenders whose aggregate Credit Exposure
      (as hereinafter defined) constitutes more than 50% of the Credit
      Exposure of all Lenders at such time; provided, however, that if any
      Lender shall be a Defaulting Lender at such time then there shall be
      excluded from the determination of Required Lenders the aggregate
      principal amount of Credit Exposure of such Lender at such time.  For
      purposes hereof, the term "Credit Exposure" as applied to each Lender
      shall mean (a) at any time prior to the termination of the Commitments,
      the sum of the Revolving Loan Commitment Percentage of such Lender
      multiplied by the Revolving Committed Amount and (b) at any time after
      the termination of the Commitments, the sum of (i) the principal
      balance of the outstanding Loans of such Lender plus (ii) such Lender's
      Participation Interests in the face amount of the outstanding Letters
      of Credit and outstanding Swing Line Loans.

           "Requirement of Law" means, 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 final, non-appealable determination of an arbitrator or
      a court or other Governmental Authority, in each case applicable to or
      binding upon such Person or to which any of its material Property is
      subject.

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

           "Restricted Payments" means with respect to any Person (a) any
      payment of dividends or any other distribution upon any shares of any
      class of Capital Stock of such Person (other than (i) dividends or
      distributions payable in Capital Stock of such Person and (ii) in the
      case of any Subsidiary of the Borrower, dividends or distributions to
      the Borrower or any wholly-owned Subsidiary of the Borrower that is its
      direct parent) and (b) any direct or indirect purchase, redemption or
      other acquisition or retirement (or any provision therefor) of any
      shares of the Capital Stock of such Person or any warrants or options
      to purchase any such shares of Capital Stock.

           "Revolving Committed Amount" means FOUR HUNDRED MILLION DOLLARS
      ($400,000,000) or such amount to which the Revolving Committed Amount
      may be reduced pursuant to Section 2.1(d) or increased pursuant to
      Section 2.1(e).

           "Revolving Loan Commitment Percentage" means, for each Lender, the
      percentage identified as its Revolving Loan Commitment Percentage on
      Schedule 1.1(a), as such percentage may be modified in connection with
      any assignment made in accordance with the provisions of Section 11.3.

           "Revolving Loans" means the Revolving Loans made to the Borrower
      pursuant to Section 2.1.

           "Revolving Notes" means the promissory notes of the Borrower in
      favor of each of the Lenders, if requested, evidencing the Revolving
      Loans of each such Lender, individually or collectively, as
      appropriate, as such promissory notes may be amended, modified,
      supplemented, extended, renewed or replaced from time to time and as
      evidenced in the form of Exhibit 2.1(f).

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

           "Scheduled Funded Debt Payments" means, for any period, with
      respect to the Borrower and its Subsidiaries on a consolidated basis,
      the sum of all scheduled payments of principal on Funded Debt
      (including the implied principal component of payments due on Capital
      Leases and Synthetic Leases).

           "Securities Act" means the Securities Act of 1933, as amended, and
      the rules and regulations promulgated thereunder, as amended, modified,
      succeeded or replaced from time to time.

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

            "Social Security Act" means the Social Security Act as set forth
      in Title 42 of the United States Code, as amended, and any successor
      statute thereto, as interpreted by the rules and regulations issued
      thereunder, in each case as in effect from time to time.  References to
      sections of the Social Security Act shall be construed also to refer to
      any successor sections.

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

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

           "Swing Line Commitment" the commitment of the Swing Line Lender to
      make Swing Line Loans to the Borrower in an aggregate principal amount
      outstanding at any time of up to the Swing Line Committed Amount.

           "Swing Line Committed Amount" means FIFTEEN MILLION DOLLARS
      ($15,000,000).

           "Swing Line Lender" means Bank of America.

           "Swing Line Loans" means the loans made by the Swing Line Lender
      pursuant to Section 2.3.

           "Swing Line Loan Note" means the promissory note of the Borrower
      in favor of the Swing Line Lender, if requested, evidencing the Swing
      Line Loans provided pursuant to Section 2.3, as such promissory note
      may be amended, modified, supplemented, extended, renewed or replaced
      from time to time in and as evidenced by the form of Exhibit 2.3(d).

           "Swing Line Loan Request" means a request by the Borrower for a
      Swing Line Loan in substantially the form of Exhibit 2.3(b).

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

           "Total Assets" means all items that in accordance with GAAP would
      be classified as assets of the Borrower and its Subsidiaries on a
      consolidated basis.

           "Voting Stock" means all classes of the Capital Stock of such
      Person then outstanding and normally entitled to vote in the election
      of directors (or similar governing authority).


      1.2  Computation of Time Periods and Other Definitional Provisions.

      For purposes of computation of periods of time hereunder, the word
      "from" means "from and including" and the words "to" and "until" each
      mean "to but excluding."  References in this Credit Agreement to
      "Articles", "Sections", "Schedules" or "Exhibits" shall be to
      Articles, Sections, Schedules or Exhibits of or to this Credit
      Agreement unless otherwise specifically provided.


      1.3  Accounting Terms/Calculation of Financial Covenants.

           (a)  Except as otherwise expressly provided herein, all accounting
      terms used herein shall be interpreted, and all financial statements
      and certificates and reports as to financial matters required to be
      delivered to the Lenders hereunder shall be prepared, in accordance
      with GAAP applied on a consistent basis.  All calculations made for the
      purposes of determining compliance with this Credit Agreement shall
      (except as otherwise expressly provided herein) be made by application
      of GAAP applied on a basis consistent with the most recent annual or
      quarterly financial statements delivered pursuant to Section 7.1 (or,
      prior to the delivery of the first financial statements pursuant to
      Section 7.1, consistent with the financial statements delivered
      pursuant to Section 5.1(d)); provided, however, if (i) the Borrower
      shall object to determining such compliance on such basis at the time
      of delivery of such financial statements due to any change in GAAP or
      the rules promulgated with respect thereto or (ii) the Administrative
      Agent or the Required Lenders shall so object in writing within 30 days
      after delivery of such financial statements, then such calculations
      shall be made on a basis consistent with GAAP as in effect as of the
      date of the most recent financial statements delivered by the Borrower
      to the Lenders to which no such objection shall have been made.  The
      Borrower shall be required to notify the Administrative Agent of any
      change in GAAP from the most recent audited annual financial statements
      of the Borrower and its Subsidiaries referred to in Section 7.1 that
      materially impacts the financial covenants set forth in Section 7.2.

           (b)  Notwithstanding anything herein to the contrary, for the
      purposes of calculating the financial covenants set forth in Section
      7.2 (including without limitation for purposes of the calculation of
      such covenants on a Pro Forma Basis to comply with other terms of this
      Credit Agreement), (i) income statement items (positive or negative)
      attributable to any Person or Property acquired in a Permitted
      Acquisition and Indebtedness incurred in connection with such Permitted
      Acquisition shall, without duplication, be treated as if such Person or
      Property was acquired or such Indebtedness incurred as of the first day
      of the twelve month period ending as of the most recently completely
      fiscal quarter of the Borrower and (ii) income statement items
      (positive or negative) attributable to Property disposed of in any
      asset sale permitted by Section 8.5(e) and Indebtedness retired in
      connection with such sale shall, without duplication, be treated as if
      such sale occurred as of the first day of the twelve month period
      ending as of the most recently completed fiscal quarter of the
      Borrower.


      1.4  Time.

      All references to time herein shall be references to Eastern Standard
      Time or Eastern Daylight time, as the case may be, unless specified
      otherwise.


                                  SECTION 2

                              CREDIT FACILITIES
                              -----------------

      2.1  Revolving Loans.

           (a)  Revolving Loan Commitment.  Subject to the terms and
      conditions set forth herein, including but not limited to Section 5.2,
      each Lender severally agrees to make revolving loans (each a "Revolving
      Loan" and collectively the "Revolving Loans") to the Borrower, in
      Dollars, in an amount equal to its Revolving Loan Commitment Percentage
      of such Revolving Loan, at any time and from time to time, during the
      period from and including the Effective Date to but not including the
      Maturity Date (or such earlier date if the Commitments have been
      terminated as provided herein); provided, however, that the sum of the
      aggregate amount of Revolving Loans outstanding plus the aggregate
      amount of LOC Obligations outstanding plus the aggregate amount of
      Swing Line Loans outstanding shall not exceed the Revolving Committed
      Amount.  Subject to the terms of this Credit Agreement, the Borrower
      may borrow, repay and reborrow Revolving Loans.

           (b)  Method of Borrowing for Revolving Loans.  By no later than
      11:00 a.m. (i) on the date of the requested borrowing of Revolving
      Loans that will be Base Rate Loans or (ii) three Business Days prior
      to the date of the requested borrowing of Revolving Loans that will be
      Eurodollar Loans, the Borrower shall provide telephonic notice to the
      Administrative Agent, followed promptly by a written Notice of
      Borrowing in the form of Exhibit 2.1(b) (which may be submitted by
      telecopy), each of such telephonic notice and such written Notice of
      Borrowing setting forth (A) the amount requested, (B) whether such
      Revolving Loans shall accrue interest at the Base Rate or the Adjusted
      Eurodollar Rate, (C) with respect to Revolving Loans that will be
      Eurodollar Loans, the Interest Period applicable thereto and (D)
      certification that the Borrower has complied in all respects with
      Section 5.2.  All Revolving Loans made on the Effective Date shall be
      Base Rate Loans.  Thereafter, all or any portion of such Revolving
      Loans may be converted into Eurodollar Loans in accordance with
      Section 2.4.

           (c)  Funding of Loans.  Upon receipt of a Notice of Borrowing,
      the Administrative Agent shall promptly inform the Lenders as to
      the terms thereof.  Each Lender shall make its Revolving Loan
      Commitment Percentage of the requested Revolving Loans available to the
      Administrative Agent by 12:00 Noon on the date specified in the Notice
      of Borrowing by deposit, in Dollars, of immediately available funds at
      the Agency Services Address.  The amount of the requested Revolving
      Loans will promptly then be made available to the Borrower by the
      Administrative Agent as directed by the Borrower, to the extent the
      amount of such Revolving Loans are made available to the Administrative
      Agent.

           No Lender shall be responsible for the failure or delay by any
      other Lender in its obligation to make Revolving Loans hereunder;
      provided, however, that the failure of any Lender to fulfill its
      obligations hereunder shall not relieve any other Lender of its
      obligations hereunder.  Unless the Administrative Agent shall have
      been notified by any Lender prior to the date of any such Revolving
      Loan that such Lender does not intend to make available to the
      Administrative Agent its portion of the Revolving Loans to be made on
      such date, the Administrative Agent may assume that such Lender has
      made such amount available to the Administrative Agent on the date of
      such Revolving Loans, and the Administrative Agent in reliance upon
      such assumption, may (in its sole discretion but without any obligation
      to do so) make available to the Borrower a corresponding amount.  If
      such corresponding amount is not in fact made available to the
      Administrative Agent, the Administrative Agent shall be able to recover
      such corresponding amount from such Lender.  If such Lender does not
      pay such corresponding amount upon the Administrative Agent's demand
      therefor, the Administrative Agent will promptly notify the Borrower,
      and the Borrower shall immediately pay such corresponding amount to the
      Administrative Agent.  The Administrative Agent shall also be entitled
      to recover from such Lender or the Borrower, as the case may be,
      interest on such corresponding amount in respect of each day from the
      date such corresponding amount was made available by the Administrative
      Agent to the Borrower to the date such corresponding amount is
      recovered by the Administrative Agent at a per annum rate equal to
      (i) from the Borrower at the applicable rate for such Revolving Loan
      pursuant to the Notice of Borrowing or (ii) from such Lender, at a rate
      per annum equal to, during the period to but excluding the date two
      Business Days after demand therefor, the Federal Funds Rate, and,
      thereafter, the Base Rate plus two percent (2%) per annum.

           (d)  Reductions of Revolving Committed Amount.   Upon at least one
      Business Day's prior written notice, the Borrower shall have the right
      to permanently reduce, without premium or penalty, all or part of the
      aggregate unused amount of the Revolving Committed Amount at any time
      or from time to time; provided that (i) each partial reduction shall be
      in an aggregate amount at least equal to $5,000,000 and in integral
      multiples of $1,000,000 above such amount and (ii) no reduction shall
      be made which would reduce the Revolving Committed Amount to an amount
      less than the aggregate amount of outstanding Revolving Loans plus the
      aggregate amount of outstanding LOC Obligations plus the aggregate
      amount of outstanding Swing Line Loans.  Any reduction in (or
      termination of) the Revolving Committed Amount pursuant to this
      Section 2.1(d) shall be permanent and may not be reinstated.  The
      Administrative Agent shall immediately notify the Lenders of any
      reduction in the Revolving Committed Amount pursuant to this Section
      2.1(d).

           (e)  Increases of the Revolving Committed Amount .  The Borrower
      shall have the right upon at least fifteen (15) Business Days' prior
      written notice to the Administrative Agent to increase the Revolving
      Committed Amount by up to $300,000,000 in the aggregate, in one or more
      increases, at any time and from time to time on or after the Closing
      Date, subject, however, in any such case, to satisfaction of the
      following conditions precedent:

                (i)  no Default or Event of Default has occurred and is
           continuing on the date on which such increase is to become
           effective;

                (ii) the representations and warranties set forth in Section
           6 of this Credit Agreement shall be true and correct in all
           material respects on and as of the date on which such increase is
           to become effective;

                (iii) such increase shall be an integral multiple of
           $1,000,000 and shall in no event be less than $20,000,000;

                (iv) such requested increase shall be effective on such
           date only to the extent that, on or before such date, (A)
           the Administrative Agent shall have received and accepted a
           corresponding amount of Additional Commitment(s) pursuant to a
           commitment letter(s) acceptable to the Administrative Agent from
           one or more lenders acceptable to the Administrative Agent and,
           with respect to any lender that is not at such time a Lender
           hereunder, the Borrower, and (B) each such lender has executed
           an agreement in the form of Exhibit 2.1(e) (hereto (each such
           agreement a "New Commitment Agreement"), accepted in writing
           therein by the Administrative Agent and, with respect to any
           lender that is not at such time a Lender hereunder, the Borrower,
           with respect to the Additional Commitment of such lender; and

                (v)  the Administrative Agent shall have received all
           documents (including resolutions of the board of directors of the
           Borrower) it may reasonably request relating to the corporate or
           other necessary authority for  and the validity of such increase
           in the Revolving Committed Amount, and any other matters relevant
           thereto, all in form and substance reasonably satisfactory to the
           Administrative Agent.

           At such time as the Borrower has received and accepted Additional
      Commitments in an aggregate amount equal to $300,000,000, the
      Borrower's ability to solicit and accept commitments pursuant to this
      Section 2.1(e) shall terminate.

           (f)  Revolving Loan Notes.  The Revolving Loans made by each
      Lender shall be evidenced by a duly executed promissory note of the
      Borrower to each Lender that requests a Revolving Loan Note in
      substantially the form of Exhibit 2.1(f).


      2.2  Letter of Credit Subfacility.

           (a)  Issuance.  Subject to the terms and conditions hereof and of
      the LOC Documents, if any, and any other terms and conditions which
      the Issuing Lender may reasonably require (so long as such terms and
      conditions do not impose any financial obligation on or require any
      Lien (not otherwise contemplated by this Credit Agreement) to be given
      by any Credit Party or conflict with any obligation of, or detract from
      any action which may be taken by, any Credit Party or its Subsidiaries
      under this Credit Agreement), the Issuing Lender agrees, in reliance
      upon the agreements of the other Lenders set forth in this Section 2.2,
      from time to time upon request, in its reasonable discretion, to issue
      (from the Effective Date to thirty days prior to the Maturity Date and
      in a form reasonably acceptable to the Issuing Lender), in Dollars,
      and the Participants shall participate in, Letters of Credit for the
      account of the Borrower; provided, however, that (i) the aggregate
      amount of LOC Obligations shall not at any time exceed the LOC
      Committed Amount and (ii) the sum of the aggregate amount of
      outstanding LOC Obligations plus the aggregate amount of outstanding
      Revolving Loans plus the aggregate amount of outstanding Swing Line
      Loans shall not exceed the Revolving Committed Amount.  The Issuing
      Lender may require the issuance and expiry date of each Letter of
      Credit to be a Business Day.  Each Letter of Credit shall be either
      (A) a standby letter of credit issued to support the obligations
      (including pension or insurance obligations), contingent or otherwise,
      of a Credit Party or any of its Subsidiaries, or (B) a commercial
      letter of credit in respect of the purchase of goods or services by
      a Credit Party or any of its Subsidiaries in the ordinary course of
      business.  Except as otherwise expressly agreed upon by all the
      Participants, no Letter of Credit shall have an original expiry date
      more than one year from the date of issuance (provided that any such
      Letter of Credit may contain customary "evergreen" provisions pursuant
      to which the expiry date is automatically extended by a specific time
      period unless the Issuing Lender gives notice to the beneficiary of
      such Letter of Credit at least a specified time period prior to the
      expiry date then in effect) nor, as extended or otherwise, shall have
      an expiry date beyond the Maturity Date.  Each Letter of Credit shall
      comply with the related LOC Documents.


           (b)  Notice and Reports.  The request for the issuance of a Letter
      of Credit shall be submitted to the Issuing Lender at least three
      Business Days prior to the requested date of issuance.  The Issuing
      Lender will, at least quarterly and more frequently upon request,
      provide to the Administrative Agent for dissemination to the Lenders
      a report specifying the Letters of Credit which are then issued and
      outstanding.  The Issuing Lender will further provide to the
      Administrative Agent, promptly upon request, copies of the Letters of
      Credit and the other LOC Documents.

           (c)  Participations.

                (i)  On the Effective Date, each Participant shall
           automatically acquire a participation in the liability of the
           Issuing Lender under each Existing Letter of Credit in an amount
           equal to its Revolving Loan Commitment Percentage of such Existing
           Letters of Credit.

                (ii) Each Participant, upon issuance of a Letter of Credit,
           shall be deemed to have purchased without recourse a risk
           participation from the Issuing Lender in such Letter of Credit and
           each LOC Document related thereto and the rights and obligations
           arising thereunder and any collateral relating thereto, in each
           case in an amount equal to its Revolving Loan Commitment
           Percentage of the obligations under such Letter of Credit, and
           shall absolutely, unconditionally and irrevocably assume, as
           primary obligor and not as surety, and be obligated to pay to the
           Issuing Lender therefor and discharge when due, its Revolving Loan
           Commitment Percentage of the obligations arising under such Letter
           of Credit.  Without limiting the scope and nature of each
           Participant's participation in any Letter of Credit, to the extent
           that the Issuing Lender has not been reimbursed as required
           hereunder or under any such Letter of Credit, each such
           Participant shall pay to the Issuing Lender its Revolving Loan
           Commitment Percentage of such unreimbursed drawing in same day
           funds on the day of notification by the Issuing Lender of an
           unreimbursed drawing pursuant to the provisions of subsection (d)
           or (e) hereof.  The obligation of each Participant to so reimburse
           the Issuing Lender shall be absolute and unconditional and shall
           not be affected by the occurrence of a Default, an Event of
           Default or any other occurrence or event.  Any such reimbursement
           shall not relieve or otherwise impair the obligation of the
           Borrower or any other Credit Party to reimburse the Issuing Lender
           under any Letter of Credit, together with interest as hereinafter
           provided.

           (d)  Reimbursement.  In the event of any drawing under any Letter
      of Credit, the Issuing Lender will promptly notify the Borrower.
      Unless the Borrower shall immediately notify the Issuing Lender of its
      intent to otherwise reimburse the Issuing Lender, the Borrower  shall
      be deemed to have requested a Revolving Loan at the Base Rate in the
      amount of the drawing, the proceeds of which will be used to satisfy
      the reimbursement obligations.  The Borrower shall reimburse the
      Issuing Lender on the day of drawing under any Letter of Credit either
      with the proceeds of such Revolving Loan obtained hereunder or
      otherwise in same day funds as provided herein or in the LOC Documents.
      The Borrower's reimbursement obligations hereunder shall be absolute
      and unconditional under all circumstances irrespective of (but without
      waiver of) any rights of set-off, counterclaim or defense to payment
      the applicable account party or the Borrower may claim or have against
      the Issuing Lender, the Administrative Agent, the Lenders, the
      beneficiary of the Letter of Credit drawn upon or any other Person,
      including without limitation, any defense based on any failure of the
      applicable account party, the Borrower or any other Credit Party to
      receive consideration or the legality, validity, regularity or
      unenforceability of the Letter of Credit.  The Issuing Lender will
      promptly notify the Participants of the amount of any unreimbursed
      drawing and each Participant shall promptly pay to the Issuing Lender,
      in Dollars and in immediately available funds, the amount of such
      Participant's Revolving Loan Commitment Percentage of such unreimbursed
      drawing.  Such payment shall be made on the day such notice is received
      by such Lender from the Issuing Lender if such notice is received at or
      before 12:00 Noon, otherwise such payment shall be made at or before
      2:00 p.m. on the Business Day next succeeding the day such notice is
      received.  If such Participant does not pay such amount to the Issuing
      Lender in full upon such request, such Participant shall, on demand,
      pay to the Issuing Lender interest on the unpaid amount during the
      period from the date the Participant received the notice regarding the
      unreimbursed drawing until such Participant pays such amount to the
      Issuing Lender in full at a rate per annum equal to, if paid within
      two Business Days of the date of drawing, the Federal Funds Rate and
      thereafter at a rate equal to the Base Rate plus two percent (2%) per
      annum.  Each Participant's obligation to make such payment to the
      Issuing Lender, and the right of the Issuing Lender to receive the
      same, shall be absolute and unconditional, shall not be affected by any
      circumstance whatsoever and without regard to the termination of this
      Credit Agreement or the Commitments hereunder, the existence of a
      Default or Event of Default or the acceleration of the obligations
      hereunder and shall be made without any offset, abatement, withholding
      or reduction whatsoever.  Simultaneously with the making of each such
      payment by a Participant to the Issuing Lender, such Participant shall,
      automatically and without any further action on the part of the Issuing
      Lender or such Participant, acquire a participation in an amount equal
      to such payment (excluding the portion of such payment constituting
      interest owing to the Issuing Lender) in the related unreimbursed
      drawing portion of the LOC Obligation and in the interest thereon and
      in the related LOC Documents, and shall have a claim against the
      Borrower and the other Credit Parties with respect thereto.

           (e)  Repayment with Loans.  On any day on which the Borrower shall
      have requested, or been deemed to have requested, a Revolving Loan
      borrowing to reimburse a drawing under a Letter of Credit (as set forth
      in clause (d) above), the Administrative Agent shall give notice to the
      Lenders that a Revolving Loan has been requested or deemed requested in
      connection with a drawing under a Letter of Credit, in which case a
      Revolving Loan borrowing comprised solely of Base Rate Loans (each such
      borrowing, a "Mandatory Borrowing") shall be immediately made from all
      Lenders (without giving effect to any termination of the Commitments
      pursuant to Section 9.2) pro rata based on each Lender's respective
      Revolving Loan Commitment Percentage and the proceeds thereof shall be
      paid directly to the Issuing Lender for application to the respective
      LOC Obligations.  Each applicable Lender hereby irrevocably agrees to
      make such Revolving Loans immediately upon any such request or deemed
      request on account of each such Mandatory Borrowing in the amount and
      in the manner specified in the preceding sentence and on the same such
      date notwithstanding (i) the amount of Mandatory Borrowing may not
      comply with the minimum amount for borrowings of Revolving Loans
      otherwise required hereunder, (ii) whether any conditions specified in
      Section 5.2 are then satisfied, (iii) whether a Default or Event of
      Default then exists, (iv) failure of any such request or deemed request
      for Revolving Loans to be made by the time otherwise required
      hereunder, (v) the date of such Mandatory Borrowing, or (vi) any
      reduction in the Revolving Committed Amount or any termination of the
      Commitments.  In the event that any Mandatory Borrowing cannot for any
      reason be made on the date otherwise required above (including, without
      limitation, as a result of the commencement of a proceeding under the
      Bankruptcy Code with respect to the Borrower or any other Credit
      Party), then each such Lender hereby agrees that it shall forthwith
      fund (as of the date the Mandatory Borrowing would otherwise have
      occurred, but adjusted for any payments received from the Borrower on
      or after such date and prior to such purchase) its Participation
      Interest in the outstanding LOC Obligations in accordance with the
      terms of subsection (d) above; provided, further, that in the event any
      such Lender shall fail to fund its Participation Interest on the day
      the Mandatory Borrowing would otherwise have occurred, then the amount
      of such Lender's unfunded Participation Interest therein shall bear
      interest payable to the Issuing Lender upon demand, at the rate equal
      to, if paid within two Business Days of such date, the Federal Funds
      Rate, and thereafter at a rate equal to the Base Rate plus two percent
      (2%) per annum.

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

           (g)  Uniform Customs and Practice.  The Issuing Lender may have
      the Letters of Credit be subject to The Uniform Customs and Practice
      for Documentary Credits, including the International Chamber of
      Commerce decision by the Commission on Banking Technique and Practice
      of April 6, 1998 regarding the European Single Currency (euro), (the
      "UCP") or the International Standby Practices 1998 (the "ISP98"), in
      either case as published as of the date of issue by the International
      Chamber of Commerce, in which case the UCP or the ISP98, as applicable,
      may be incorporated therein and deemed in all respects to be a part
      thereof.

           (h)  Responsibility of Issuing Lender.

                (i)  It is expressly understood and agreed as between the
           Lenders that the obligations of the Issuing Lender hereunder to
           the Participants are only those expressly set forth in this Credit
           Agreement and that the Issuing Lender shall be entitled to assume
           that the conditions precedent set forth in Section 5.2 have been
           satisfied unless it shall have acquired actual knowledge that
           any such condition precedent has not been satisfied; provided,
           however, that nothing set forth in this Section 2.2 shall be
           deemed to prejudice the right of any Participant to recover from
           the Issuing Lender any amounts made available by such Participant
           to the Issuing Lender pursuant to this Section 2.2 in the event
           that it is determined by a court of competent jurisdiction that
           the payment with respect to a Letter of Credit constituted gross
           negligence or willful misconduct on the part of the Issuing
           Lender.

                (ii) The Issuing Lender shall be under no obligation to issue
           any Letter of Credit if (a) any order, judgment or decree of any
           Governmental Authority or arbitrator shall by its terms purport to
           enjoin or restrain the Issuing Lender from issuing such Letter of
           Credit, (b) any Requirement of Law applicable to the Issuing
           Lender or any request or directive (whether or not having the
           force of law) from any Governmental Authority with jurisdiction
           over the Issuing Lender shall prohibit, or request that the
           Issuing Lender refrain from, the issuance of letters of credit
           generally or such Letter of Credit in particular or shall impose
           upon the Issuing Lender with respect to such Letter of Credit any
           restriction, reserve or capital requirement (for which the Issuing
           Lender is not otherwise compensated hereunder) not in effect on
           the Closing Date, or shall impose upon the Issuing Lender any
           unreimbursed loss, cost or expense which was not applicable on the
           Closing Date and which the Issuing Lender in good faith deems
           material to it, or (c) the issuance of such Letter of Credit would
           violate one or more policies of the Issuing Lender.

           (i)  Conflict with LOC Documents.  In the event of any conflict
      between this Credit Agreement and any LOC Document, this Credit
      Agreement shall govern.

           (j)  Indemnification of Issuing Lender.

                (i)  In addition to its other obligations under this Credit
           Agreement, the Credit Parties hereby agree to protect, indemnify,
           pay and save the Issuing Lender harmless from and against any and
           all claims, demands, liabilities, damages, losses, costs, charges
           and expenses (including Attorney Costs) that the Issuing Lender
           incurs or is subject to as a consequence, direct or indirect, of
           (A) the issuance of any Letter of Credit or (B) the failure of the
           Issuing Lender to honor a drawing under a Letter of Credit as a
           result of any act or omission, whether rightful or wrongful, of
           any present or future de jure or de facto Governmental Authority
           (all such acts or omissions, herein called "Government Acts").

                (ii) As between a Credit Party and the Issuing Lender, such
           Credit Party shall assume all risks of the acts, omissions or
           misuse of any Letter of Credit by the beneficiary thereof.  The
           Issuing Lender shall not be responsible for (except in the case of
           (A), (B) and (C) below if the Issuing Lender has actual knowledge
           to the contrary):  (A) the form, validity, sufficiency, accuracy,
           genuineness or legal effect of any document submitted by any party
           in connection with the application for and issuance of any Letter
           of Credit, even if it should in fact prove to be in any or all
           respects invalid, insufficient, inaccurate, fraudulent or forged;
           (B) the validity or sufficiency of any instrument transferring or
           assigning or purporting to transfer or assign any Letter of Credit
           or the rights or benefits thereunder or proceeds thereof, in whole
           or in part, that may prove to be invalid or ineffective for any
           reason; (C) failure of the beneficiary of a Letter of Credit to
           comply fully with conditions required in order to draw upon a
           Letter of Credit; (D) errors, omissions, interruptions or delays
           in transmission or delivery of any messages, by mail, cable,
           telegraph, telex or otherwise, whether or not they be in cipher;
           (E) errors in interpretation of technical terms; (F) any loss or
           delay in the transmission or otherwise of any document required
           in order to make a drawing under a Letter of Credit or of the
           proceeds thereof; and (G) any consequences arising from causes
           beyond the control of the Issuing Lender, including, without
           limitation, any Government Acts.  None of the above shall affect,
           impair, or prevent the vesting of the Issuing Lender's rights or
           powers hereunder.

                (iii)     In furtherance and extension and not in limitation
           of the specific provisions hereinabove set forth, any action taken
           or omitted by the Issuing Lender, under or in connection with any
           Letter of Credit or the related certificates, if taken or omitted
           in good faith, shall not put the Issuing Lender under any
           resulting liability to the Borrower or any other Credit Party.  It
           is the intention of the parties that this Credit Agreement shall
           be construed and applied to protect and indemnify the Issuing
           Lender against any and all risks involved in the issuance of the
           Letters of Credit, all of which risks are hereby assumed by the
           Borrower, including, without limitation, any and all risks of the
           acts or omissions, whether rightful or wrongful, of any present or
           future Government Acts.  The Issuing Lender shall not, in any way,
           be liable for any failure by the Issuing Lender or anyone else to
           pay any drawing under any Letter of Credit as a result of any
           Government Acts or any other cause beyond the control of the
           Issuing Lender.

                (iv) Nothing in this subsection (j) is intended to limit the
           reimbursement obligation of the Credit Parties contained in this
           Section 2.2.  The obligations of the Credit Parties under this
           subsection (j) shall survive the termination of this Credit
           Agreement.  No act or omission of any current or prior beneficiary
           of a Letter of Credit shall in any way affect or impair the rights
           of the Issuing Lender to enforce any right, power or benefit under
           this Credit Agreement.

                (v)  Notwithstanding anything to the contrary contained in
           this subsection (j), the Credit Parties shall have no obligation
           to indemnify the Issuing Lender in respect of any claims, demands,
           liabilities, damages, losses, costs, charges or expenses incurred
           by the Issuing Lender arising solely out of the gross negligence
           or willful misconduct of the Issuing Lender, as determined by a
           court of competent jurisdiction.

           (k)  Designation of other Persons as Account Parties.
      Notwithstanding anything to the contrary set forth in this Credit
      Agreement, including without limitation Section 2.2(a) hereof, a Letter
      of Credit issued hereunder may contain a statement to the effect that
      such Letter of Credit is issued for the account of a Subsidiary of the
      Borrower; provided that notwithstanding such statement, the Borrower
      shall be the actual account party for all purposes of this Credit
      Agreement for such Letter of Credit and such statement shall not affect
      the Borrower's reimbursement obligations hereunder with respect to such
      Letter of Credit.


      2.3  Swing Line Loans Subfacility.

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

           (b)  Method of Borrowing and Funding Swing Line Loans.  By no
      later than 1:00 p.m. on the date of the requested borrowing of Swing
      Line Loans, the Borrower shall provide telephone notice to the Swing
      Line Lender, followed promptly by a written Swing Line Loan Request in
      the form of Exhibit 2.3(b) (which may be submitted by telecopy) setting
      forth (i) the amount of the requested Swing Line Loan and (ii) the date
      of the requested Swing Line Loan and complying in all respects with
      Section 5.2.  The Swing Line Lender shall initiate the transfer of
      funds representing the Swing Line Loan advance to the Borrower by 3:00
      p.m. on the Business Day of the requested borrowing.

           (c)  Repayment and Participations of Swing Line Loans.  The
      Borrower agrees to repay all Swing Line Loans within three Business
      Days of demand therefor by the Swing Line Lender.  Each repayment of a
      Swing Line Loan may be accomplished by requesting Revolving Loans which
      request is not subject to the conditions set forth in Section 5.2.  In
      the event that the Borrower shall fail to timely repay any Swing Line
      Loan, and in any event upon (i) a request by the Swing Line Lender,
      (ii) the occurrence of an Event of Default described in Section 9.1(f)
      or (iii) the acceleration of any Loan or termination of any Commitment
      pursuant to Section 9.2, each other Participant shall irrevocably and
      unconditionally purchase from the Swing Line Lender, without recourse
      or warranty, an undivided interest and participation in such Swing
      Line Loan in an amount equal to such other Lender's Revolving Loan
      Commitment Percentage thereof, by directly purchasing a participation
      in such Swing Line Loan in such amount (regardless of whether the
      conditions precedent thereto set forth in Section 5.2 are then
      satisfied, whether or not the Borrower has submitted a Notice of
      Borrowing and whether or not the Commitments are then in effect, any
      Event of Default exists or all the Loans have been accelerated) and
      paying the proceeds thereof to the Swing Line Lender at the Agency
      Services Address, or at such other address as the Swing Line Lender
      may designate, in Dollars and in immediately available funds.  If such
      amount is not in fact made available to the Swing Line Lender by any
      Participant, the Swing Line Lender shall be entitled to recover such
      amount on demand from such Participant, together with accrued interest
      thereon for each day from the date of demand thereof, at a rate equal
      to, if paid within two Business Days of such date, the Federal Funds
      Rate, and thereafter at a rate equal to the Base Rate plus two percent
      (2%) per annum.  If such Participant does not pay such amount forthwith
      upon the Swing Line Lender's demand therefor, and until such time as
      such Participant makes the required payment, the Swing Line Lender
      shall be deemed to continue to have outstanding Swing Line Loans in
      the amount of such unpaid participation obligation for all purposes
      of the Credit Documents other than those provisions requiring the
      other Participants to purchase a participation therein.  Further, such
      Participant shall be deemed to have assigned any and all payments made
      of principal and interest on its Loans, and any other amounts due to
      it hereunder to the Swing Line Lender to fund Swing Line Loans in the
      amount of the participation in Swing Line Loans that such Participant
      failed to purchase pursuant to this Section 2.3(c) until such amount
      has been purchased (as a result of such assignment or otherwise).

           (d)  Swing Line Loan Note.  The Swing Line Loans made by the Swing
      Line Lender shall, if requested by the Swing Line Lender, be evidenced
      by a duly executed promissory note of the Borrower to the Swing Line
      Lender in substantially the form of Exhibit 2.3(d).


      2.4  Continuations and Conversions.

      Subject to the terms below, the Borrower shall have the option, on
 any Business Day, to continue existing Eurodollar Loans for a subsequent
 Interest Period, to convert Base Rate Loans into Eurodollar Loans or to
 convert Eurodollar Loans into Base Rate Loans.  By no later than 11:00 a.m.
 (a) on the date of the requested conversion of a Eurodollar Loan to a Base
 Rate Loan or (b) three Business Days prior to the date of the requested
 continuation of a Eurodollar Loan or conversion of a Base Rate Loan to
 a Eurodollar Loan, the Borrower shall provide telephonic notice to
 the Administrative Agent, followed promptly by a written Notice of
 Continuation/Conversion, in the form of Exhibit 2.4 setting forth
 (i) whether the Borrower wishes to continue or convert such Loans and
 (ii) if the request is to continue a Eurodollar Loan or convert a Base
 Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.
 Notwithstanding anything herein to the contrary, (A) except as provided in
 Section 3.11, Eurodollar Loans may only be continued or converted into Base
 Rate Loans on the last day of the Interest Period applicable thereto,
 (B) Eurodollar Loans may not be continued nor may Base Rate Loans be
 converted into Eurodollar Loans during the existence and continuation of an
 Event of Default, (C) any request to continue a Eurodollar Loan that fails
 to comply with the terms hereof or any failure to request a continuation
 of a Eurodollar Loan at the end of an Interest Period shall constitute a
 conversion to a Base Rate Loan on the last day of the applicable Interest
 Period and (D) any failure to state the Interest Period with respect to the
 continuation of a Eurodollar Loan or the conversion of a Base Rate Loan to a
 Eurodollar Loan shall constitute a request for a one month Interest Period.
 It is understood and agreed that Swing Line Loans may not be continued or
 converted.

      2.5  Minimum Amounts.

      Each request for a borrowing, conversion or continuation shall be
 subject to the requirements that (a) each Eurodollar Loan shall be in a
 minimum amount of $5,000,000 and in integral multiples of $1,000,000 in
 excess thereof, (b) each Base Rate Loan shall be in a minimum amount of the
 lesser of $5,000,000 (and in integral multiples of $1,000,000 in excess
 thereof) or the remaining amount available under the Revolving Committed
 Amount, (c) each Swing Line Loan shall be in a minimum amount of the lesser
 of $100,000 (and in integral multiples of $100,000 in excess thereof) or the
 remaining amount available under the Swing Line Committed Amount and (d) no
 more than ten (10) Eurodollar Loans shall be outstanding hereunder at any
 one time.  For the purposes of this Section 2.5, all Eurodollar Loans with
 the same Interest Periods that begin and end on the same date shall be
 considered as one Eurodollar Loan, but Eurodollar Loans with different
 Interest Periods, even if they begin on the same date, shall be considered
 as separate Eurodollar Loans.


                                  SECTION 3

                        GENERAL PROVISIONS APPLICABLE
                        TO LOANS AND LETTERS OF CREDIT
                        ------------------------------

      3.1  Interest.

           (a)  Interest Rate.  Subject to Section 3.1(b), (i) all Base Rate
      Loans shall accrue interest at the Base Rate, (ii) all Eurodollar Loans
      shall accrue interest at the Adjusted Eurodollar Rate and (iii) all
      Swing Line Loans shall accrue interest at the Base Rate.

           (b)  Default Rate of Interest.  Upon the occurrence, and during
      the continuation, of an Event of Default pursuant to Section 9.1(a),
      the principal of and, to the extent permitted by law, interest on the
      Loans and any other amounts owing hereunder or under the other Credit
      Documents (including without limitation fees and expenses) shall bear
      interest, payable on demand, at a per annum rate equal to 2% plus the
      rate which would otherwise be applicable (or if no rate is applicable,
      then the Base Rate plus two percent (2%) per annum).

           (c)  Interest Payments.  Interest on Loans shall be due and
      payable in arrears on each Interest Payment Date.  If an Interest
      Payment Date falls on a date which is not a Business Day, such Interest
      Payment Date shall be deemed to be the next succeeding Business Day,
      except that in the case of Eurodollar Loans where the next succeeding
      Business Day falls in the next succeeding calendar month, then on the
      next preceding Business Day.

      3.2  Place and Manner of Payments.

      All payments of principal, interest, fees, expenses and other amounts
 to be made by a Credit Party under this Credit Agreement shall be made
 unconditionally and without any setoff, deduction, counterclaim, defense,
 recoupment or withholding of any kind and received not later than 2:00 p.m.
 on the date when due, in Dollars and in immediately available funds, by the
 Administrative Agent at the Agency Services Address.  Payments received
 after such time shall be deemed to have been received on the next Business
 Day.  The Borrower shall, at the time it makes any payment under this Credit
 Agreement, specify to the Administrative Agent the Loans, Letters of Credit,
 fees or other amounts payable by the Borrower hereunder to which such
 payment is to be applied (and in the event that it fails to specify, or
 if such application would be inconsistent with the terms hereof, the
 Administrative Agent shall, subject to Section 3.7, distribute such payment
 to the Lenders in such manner as the Administrative Agent may reasonably
 deem appropriate).  The Administrative Agent will distribute such payments
 to the Lenders on the same Business Day if any such payment is received at
 or before 2:00 p.m.; otherwise the Administrative Agent will distribute such
 payment to the Lenders on the next succeeding Business Day.  Whenever any
 payment hereunder shall be stated to be due on a day which is not a Business
 Day, the due date thereof shall be extended to the next succeeding Business
 Day (subject to accrual of interest and fees for the period of such
 extension), except that, in the case of Eurodollar Loans (or interest
 payable with respect thereto), if the extension would cause the payment to
 be made in the next following calendar month, then such payment shall
 instead be made on the next preceding Business Day.

      3.3  Prepayments.

           (a)  Voluntary Prepayments.  The Borrower shall have the right to
      prepay Loans in whole or in part from time to time without premium or
      penalty; provided, however, that (i) each such partial prepayment of
      Eurodollar Loans or Base Rate Loans shall be in the minimum principal
      amount of $5,000,000 and integral multiples of $1,000,000 and (ii) each
      such partial prepayment of Swing Line Loans shall be in the minimum
      principal amount of $100,000 and integral multiples of $100,000.
      Amounts prepaid pursuant to this Section 3.3(a) shall be applied as the
      Borrower may elect; however, if the Borrower fails to specify, such
      prepayment will be applied in the manner set forth in Section 3.3(c)
      below.  All prepayments under this Section 3.3(a) shall be subject to
      Section 3.14

           (b)  Mandatory Prepayments.  If at any time (i) the sum of the
      aggregate amount of outstanding Revolving Loans plus the aggregate
      amount of outstanding LOC Obligations plus the aggregate amount of
      outstanding Swing Line Loans exceeds the Revolving Committed Amount,
      (ii) the aggregate amount of outstanding Swing Line Loans exceeds
      the Swing Line Committed Amount or (iii) the aggregate amount of
      outstanding LOC Obligations exceeds the LOC Committed Amount,
      the Borrower shall immediately make a principal payment to the
      Administrative Agent (or with respect to LOC Obligations an amount to
      be held as cash collateral) in a manner and in an amount necessary to
      be in compliance with Sections 2.1, 2.2 and 2.3, as applicable and as
      directed by the Administrative Agent (any such prepayment with respect
      to clause (i) above to be applied as set forth in Section 3.3(c)
      below).

           (c)  Application of Prepayments.  All amounts paid pursuant
      to Section 3.3(a), if the Borrower has not otherwise elected an
      application of such amounts, and all amounts required to be prepaid
      pursuant to Section 3.3(b)(i) shall be applied first to Revolving Loans
      (first to Base Rate Loans and then to Eurodollar Loans in direct order
      of Interest Period maturities), second to Swing Line Loans and third to
      a cash collateral account in respect of LOC Obligations.  Within the
      parameters of the applications set forth above, prepayments shall be
      applied first to Base Rate Loans and then to Eurodollar Loans in direct
      order of Interest Period maturities.  All prepayments hereunder shall
      be subject to Section 3.14.

      3.4  Fees.

           (a)  Facility Fees.  In consideration of the Revolving Committed
      Amount being made available by the Lenders hereunder, the Borrower
      agrees to pay to the Administrative Agent, for the pro rata benefit
      of each Lender (based on such Lender's Revolving Loan Commitment
      Percentage of the Revolving Committed Amount), a per annum fee equal
      to the Applicable Percentage for Facility Fees (the "Facility Fees")
      on the average daily amount of the Revolving Committed Amount.  The
      Facility Fees shall commence to accrue on the Effective Date and shall
      be due and payable in arrears on the last day of each fiscal quarter of
      the Borrower (as well as on the Maturity Date and on any date that the
      Revolving Committed Amount is reduced) for the immediately preceding
      fiscal quarter (or portion thereof), beginning with the first of such
      dates to occur after the Closing Date.

           (b)  Letter of Credit Fees.

                (i)  Letter of Credit Fees.  In consideration of the issuance
           of Letters of Credit hereunder, the Borrower agrees to pay to the
           Issuing Lender, for the pro rata benefit of each Lender (based on
           each Lender's Commitment Percentage), a per annum fee (the "Letter
           of Credit Fees") equal to the Applicable Percentage for the Letter
           of Credit Fees on the average daily maximum amount available to be
           drawn under each such Letter of Credit from the date of issuance
           to the date of expiration.  The Letter of Credit Fees will be
           payable in arrears on the last day of each fiscal quarter of the
           Borrower (as well as on the Maturity Date) for the immediately
           preceding fiscal quarter (or portion thereof), beginning with the
           first of such dates to occur after the Closing Date.

                (ii) Issuing Lender Fees.  In addition to the Letter of
           Credit Fees payable pursuant to subsection (i) above, the Borrower
           shall pay to the Issuing Lender for its own account, without
           sharing by the other Lenders, (A) the customary, incidental and/or
           out of pocket charges from time to time to the Issuing Lender for
           its services in connection with the issuance, amendment, payment,
           transfer, administration, cancellation and conversion of, and
           drawings under, Letters of Credit and (B) a letter of credit
           fronting fee as set forth in the Fee Letter on the face amount of
           each Letter of Credit (collectively, the "Issuing Lender Fees"),
           such fee to be payable quarterly on the last day of each fiscal
           quarter of the Borrower and on the Maturity Date.

           (c)  Administrative Fees.  The Borrower agrees to pay to the
      Administrative Agent, for its own account, an annual fee as agreed to
      between the Borrower and the Administrative Agent.

      3.5  Payment in Full at Maturity.

      On the Maturity Date, the entire outstanding principal balance of all
 Loans and all LOC Obligations, together with accrued but unpaid interest and
 all other sums owing with respect thereto, shall be due and payable in full,
 unless accelerated sooner pursuant to Section 9.

      3.6  Computations of Interest and Fees.

           (a)  Except for Eurodollar Loans and Loans that are based upon the
      Federal Funds Rate, in which case interest shall be computed on the
      basis of the actual number of days elapsed over a year of 360 days, all
      computations of interest and fees hereunder shall be made on the basis
      of the actual number of days elapsed over a year of 365 or 366 days, as
      the case may be.  Interest shall accrue from and include the date of
      borrowing (or continuation or conversion) but exclude the date of
      payment.

           (b)  It is the intent of the Lenders and the Credit Parties to
      conform to and contract in strict compliance with applicable usury law
      from time to time in effect.  All agreements between the Lenders and
      the Credit Parties are hereby limited by the provisions of this
      paragraph which shall override and control all such agreements, whether
      now existing or hereafter arising and whether written or oral.  In no
      way, nor in any event or contingency (including but not limited to
      prepayment or acceleration of the maturity of any obligation), shall
      the interest taken, reserved, contracted for, charged, or received
      under this Credit Agreement, under the Notes or otherwise, exceed the
      maximum nonusurious amount permissible under applicable law.  If, from
      any possible construction of any of the Credit Documents or any other
      document, interest would otherwise be payable in excess of the maximum
      nonusurious amount, any such construction shall be subject to the
      provisions of this paragraph and such documents shall be automatically
      reduced to the maximum nonusurious amount permitted under applicable
      law, without the necessity of execution of any amendment or new
      document.  If any Lender shall ever receive anything of value which
      is characterized as interest on the Loans under applicable law and
      which would, apart from this provision, be in excess of the maximum
      nonusurious amount, an amount equal to the amount which would have been
      excessive interest shall, without penalty, be applied to the reduction
      of the principal amount owing on the Loans and not to the payment of
      interest, or refunded to the Borrower or the other payor thereof if and
      to the extent such amount which would have been excessive exceeds such
      unpaid principal amount of the Loans.  The right to demand payment of
      the Loans or any other Indebtedness evidenced by any of the Credit
      Documents does not include the right to accelerate the payment of any
      interest which has not otherwise accrued on the date of such demand,
      and the Lenders do not intend to charge or receive any unearned
      interest in the event of such demand.  All interest paid or agreed to
      be paid to the Lenders with respect to the Loans shall, to the extent
      permitted by applicable law, be amortized, prorated, allocated, and
      spread throughout the full stated term (including any renewal or
      extension) of the Loans so that the amount of interest on account of
      such Indebtedness does not exceed the maximum nonusurious amount
      permitted by applicable law.

      3.7  Pro Rata Treatment.

      Except to the extent otherwise provided herein:

           (a)  Loans.  Each Revolving Loan borrowing (including, without
      limitation, each Mandatory Borrowing), each payment or prepayment of
      principal of any Revolving Loan, each payment of fees (other than the
      Issuing Lender Fees retained by the Issuing Lender for its own account
      and the fees retained by the Administrative Agent for its own account),
      each reduction of the Revolving Committed Amount, and each conversion
      or continuation of any Revolving Loan, shall (except as otherwise
      provided in Section 3.11) be allocated pro rata among the relevant
      Lenders in accordance with the respective Revolving Loan Commitment
      Percentages of such Lenders (or, if the Commitments of such Lenders
      have expired or been terminated, in accordance with the respective
      principal amounts of the outstanding Revolving Loans and Participation
      Interests of such Lenders); provided that, if any Lender shall have
      failed to pay its applicable pro rata share of any Revolving Loan, then
      any amount to which such Lender would otherwise be entitled pursuant to
      this subsection (a) shall instead be payable to the Administrative
      Agent until the share of such Loan not funded by such Lender has been
      repaid; provided further, that in the event any amount paid to any
      Lender pursuant to this subsection (a) is rescinded or must otherwise
      be returned by the Administrative Agent, each Lender shall, upon the
      request of the Administrative Agent, repay to the Administrative Agent
      the amount so paid to such Lender, with interest for the period
      commencing on the date such payment is returned by the Administrative
      Agent until the date the Administrative Agent receives such repayment
      at a rate per annum equal to, during the period to but excluding the
      date two Business Days after such request, the Federal Funds Rate, and
      thereafter, the Base Rate plus two percent (2%) per annum; and

           (b)  Letters of Credit.  Each payment of unreimbursed drawings in
      respect of LOC Obligations shall be allocated to each Participant pro
      rata in accordance with its Revolving Loan Commitment Percentage;
      provided that, if any Participant shall have failed to pay its
      applicable pro rata share of any drawing under any Letter of Credit,
      then any amount to which such Participant would otherwise be entitled
      pursuant to this subsection (b) shall instead be payable to the Issuing
      Lender until the share of such unreimbursed drawing not funded by such
      Lender has been repaid; provided further, that in the event any amount
      paid to any Participant pursuant to this subsection (b) is rescinded
      or must otherwise be returned by the Issuing Lender, each Participant
      shall, upon the request of the Issuing Lender, repay to the
      Administrative Agent for the account of the Issuing Lender the amount
      so paid to such Participant, with interest for the period commencing on
      the date such payment is returned by the Issuing Lender until the date
      the Issuing Lender receives such repayment at a rate per annum equal
      to, during the period to but excluding the date two Business Days after
      such request, the Federal Funds Rate, and thereafter, the Base Rate
      plus two percent (2%) per annum.

           (c)  Swing Line Loans.  The Swing Line Lender shall receive, for
      its own account, all payments or prepayments of principal and interest
      with respect to the Swing Line Loans; provided, however, upon the
      funding of the Participants' participation interests with respect to a
      Swing Line Loan pursuant to Section 2.3(c), such Participants shall be
      entitled to receive their pro rata share of any payment or prepayment
      of principal and interest with respect to such Swing Line Loan.

      3.8  Sharing of Payments.

      The Lenders agree among themselves that, except to the extent otherwise
 provided herein, in the event that any Lender shall obtain payment in
 respect of any Loan, unreimbursed drawing with respect to any LOC
 Obligations or any other obligation owing to such Lender under this Credit
 Agreement through the exercise of a right of setoff, banker's lien or
 counterclaim, or pursuant to a secured claim under Section 506 of the
 Bankruptcy Code or other security or interest arising from, or in lieu of,
 such secured claim, received by such Lender under any applicable bankruptcy,
 insolvency or other similar law or otherwise, or by any other means, in
 excess of its pro rata share of such payment as provided for in this Credit
 Agreement, such Lender shall promptly pay in cash or purchase from the
 other Lenders a participation in such Loans, LOC Obligations, and other
 obligations in such amounts, and make such other adjustments from time to
 time, as shall be equitable to the end that all Lenders share such payment
 in accordance with their respective ratable shares as provided for in this
 Credit Agreement.  The Lenders further agree among themselves that if
 payment to a Lender obtained by such Lender through the exercise of a right
 of setoff, banker's lien, counterclaim or other event as aforesaid shall be
 rescinded or must otherwise be restored, each Lender which shall have shared
 the benefit of such payment shall, by payment in cash or a repurchase of a
 participation theretofore sold, return its share of that benefit (together
 with its share of any accrued interest payable with respect thereto) to each
 Lender whose payment shall have been rescinded or otherwise restored.  The
 Borrower agrees that any Lender so purchasing such a participation may,
 to the fullest extent permitted by law, exercise all rights of payment,
 including setoff, banker's lien or counterclaim, with respect to such
 participation as fully as if such Lender were a holder of such Loan, LOC
 Obligation or other obligation in the amount of such participation.  Except
 as otherwise expressly provided in this Credit Agreement, if any Lender or
 the Administrative Agent shall fail to remit to any other Lender an amount
 payable by such Lender or the Administrative Agent to such other Lender
 pursuant to this Credit Agreement on the date when such amount is due, such
 payments shall be made together with interest thereon for each date from
 the date such amount is due until the date such amount is paid to the
 Administrative Agent or such other Lender at a rate per annum equal to
 the Federal Funds Rate.  If under any applicable bankruptcy, insolvency
 or other similar law, any Lender receives a secured claim in lieu of a
 setoff to which this Section 3.8 applies, such Lender shall, to the extent
 practicable, exercise its rights in respect of such secured claim in a
 manner consistent with the rights of the Lenders under this Section 3.8 to
 share in the benefits of any recovery on such secured claim.

      3.9  Capital Adequacy.

      If any Lender reasonably determines that the introduction of any law,
 rule or regulation or other Requirement of Law (after the date hereof)
 regarding capital adequacy or any change in or in the interpretation of,
 or compliance by such Lender (or its Lending Office) with any law, rule or
 regulation or other Requirement of Law (after the date hereof) regarding
 capital adequacy, has or would have the effect of reducing the rate of
 return on the capital or assets of such Lender or any corporation
 controlling such Lender as a consequence of such Lender's obligations
 hereunder (taking into consideration its policies with respect to capital
 adequacy and such Lender's desired return on capital), then from time to
 time within 10 days written demand of such Lender to the Borrower (with a
 copy of such demand to the Administrative Agent) (which demand shall set out
 in reasonable detail the basis and calculation of the amount demanded), the
 Borrower shall pay to such Lender such additional amounts as will compensate
 such Lender for such reduction.  Notwithstanding anything to the contrary
 contained herein, Borrower shall not be required to make any payment to any
 Lender pursuant to this Section 3.9 with respect to amounts relating to any
 period of time which is greater than 180 days prior to such Lender's request
 therefor.

      3.10 Inability To Determine Interest Rate.

      If the Administrative Agent reasonably determines (which determination
 shall be conclusive and binding upon the Borrower) in connection with any
 request for a Eurodollar Loan or a conversion to or continuation thereof
 that (a) Dollar deposits are not being offered to banks in the applicable
 offshore Dollar market for the applicable amount and Interest Period of
 such Eurodollar Loan, (b) adequate and reasonable means do not exist for
 determining the Eurodollar Rate for such Eurodollar Loan, or (c) the
 Eurodollar Rate for such Eurodollar Loan does not adequately and fairly
 reflect the cost to the Lenders of funding such Eurodollar Loan, the
 Administrative Agent will promptly notify the Borrower and all the Lenders.
 Thereafter, the obligation of the Lenders to make or maintain Eurodollar
 Loans shall be suspended until the Administrative Agent revokes such notice.
 Upon receipt of such notice, the Borrower may revoke any pending Notice of
 Borrowing or Notice of Continuation/Conversion with respect to Eurodollar
 Loans or, failing that, will be deemed to have converted such request into a
 request for a borrowing of or conversion into a Base Rate Loan in the amount
 specified therein.

      3.11 Illegality.

      If any Lender reasonably determines that any Requirement of Law has
 made it unlawful, or that any Governmental Authority has asserted that it is
 unlawful, for any Lender or its applicable Lending Office to make, maintain
 or fund Eurodollar Loans, or materially restricts the authority of such
 Lender to purchase or sell, or to take deposits of, Dollars in the
 applicable offshore Dollar market, or to determine or charge interest rates
 based upon the Eurodollar Rate, then, on notice thereof by such Lender to
 the Borrower through the Administrative Agent, any obligation of such Lender
 to make or continue Eurodollar Loans or to convert Base Rate Loans to
 Eurodollar Loans shall be suspended until such Lender notifies the
 Administrative Agent and the Borrower that the circumstances giving rise
 to such determination no longer exist.  Upon receipt of such notice, the
 Borrower shall, upon demand from such Lender (with a copy to the
 Administrative Agent), prepay or, if applicable, convert all Eurodollar
 Loans of such Lender to Base Rate Loans, either on the last day of the
 Interest Period thereof, if such Lender may lawfully continue to maintain
 such Eurodollar Loans to such day, or immediately, if such Lender may not
 lawfully continue to maintain such Eurodollar Loans.  Upon any such
 prepayment or conversion, the Borrower shall also pay interest on the amount
 so prepaid or converted, together with any amounts due with respect thereto
 pursuant to Section 3.14.  Each Lender agrees to designate a different
 Lending Office if such designation will avoid the need for such notice and
 will not, in the good faith judgment of such Lender, otherwise be materially
 disadvantageous to such Lender.

      3.12 Requirements of Law.

      If any Lender reasonably determines that as a result of the
 introduction of any Requirement of Law (after the date hereof) or any
 change in, or in the interpretation of by a Governmental Authority, or such
 Lender's compliance with any Requirement of Law (after the date hereof),
 there shall be any increase in the cost to such Lender of agreeing to make
 or making, funding or maintaining Eurodollar Loans or (as the case may be)
 issuing or participating in Letters of Credit, or a reduction in the amount
 received or receivable by such Lender in connection with any of the
 foregoing (excluding for purposes of this subsection (a) any such increased
 costs or reduction in amount resulting from (i) taxes, duties, levies,
 imposts, deductions, assessments, fees, withholdings or similar charges (as
 to which Section 3.13 shall govern) and (ii) reserve requirements utilized
 in the determination of the Eurodollar Rate), then from time to time, within
 10 days of written demand of such Lender to the Borrower (with a copy of
 such demand to the Administrative Agent) (which demand shall set out in
 reasonable detail the basis and calculation of the amount demanded), the
 Borrower shall pay to such Lender such additional amounts as will compensate
 such Lender for such increased cost or reduction in yield.  Notwithstanding
 anything to the contrary contained herein, Borrower shall not be required to
 make any payment to any Lender pursuant to this Section 3.12 with respect to
 amounts relating to any period of time which is greater than 180 days prior
 to such Lender's request therefor.

      3.13 Taxes.

           (a)  Any and all payments by a Credit Party to or for the account
      of the Administrative Agent or any Lender under any Credit Document
      shall be made free and clear of and without deduction for any and
      all present or future taxes, duties, levies, imposts, deductions,
      assessments, fees, withholdings or similar charges, and all liabilities
      with respect thereto, but excluding, in the case of the Administrative
      Agent and each Lender, taxes imposed on or measured by its net income,
      and franchise taxes (including branch profits taxes or alternative
      minimum taxes) imposed on it (in lieu of net income taxes), by the
      jurisdiction (or any political subdivision thereof) under the laws of
      which the Administrative Agent or such Lender, as the case may be, is
      organized or maintains a lending office (all such non-excluded taxes,
      duties, levies, imposts, deductions, assessments, fees, withholdings
      or similar charges, and liabilities being hereinafter referred to as
      "Taxes").  If a Credit Party shall be required by any Requirement of
      Law to deduct any Taxes from or in respect of any sum payable under any
      Credit Document to the Administrative Agent or any Lender, (i) the sum
      payable shall be increased as necessary so that after making all
      required deductions (including deductions applicable to additional sums
      payable under this Section 3.13(a)), the Administrative Agent or such
      Lender, as the case may be, receives an amount equal to the sum it
      would have received had no such deductions been made, (ii) such Credit
      Party shall make such deductions, (iii) such Credit Party shall pay
      the full amount deducted to the relevant taxation authority or other
      Governmental Authority in accordance with applicable Requirements of
      Law, and (iv) within 30 days after the date of such payment, such
      Credit Party shall furnish to the Administrative Agent (which shall
      forward the same to such Lender) the original or a certified copy of a
      receipt evidencing payment thereof.

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

           (c)  Each Credit Party agrees to indemnify the Administrative
      Agent and each Lender for (i) the full amount of Taxes and Other
      Taxes (including any Taxes or Other Taxes imposed or asserted by any
      jurisdiction on amounts payable under this Section 3.13) paid by the
      Administrative Agent and such Lender and (ii) any liability (including
      penalties, interest and expenses) arising therefrom or with respect
      thereto, in each case whether or not such Taxes or Other Taxes were
      correctly or legally imposed or asserted by the relevant Governmental
      Authority.

           (d)  Each Lender that is a "foreign corporation, partnership
      or trust" within the meaning of the Code shall deliver to the
      Administrative Agent, prior to receipt of any payment subject to
      withholding under the Code (or after accepting an assignment of an
      interest herein), two duly signed completed copies of either IRS Form
      W-8BEN or any successor thereto (relating to such Lender and entitling
      it to a complete exemption from withholding tax on all payments to be
      made to such Lender by the Credit Parties pursuant to this Agreement)
      or IRS Form W-8ECI or any successor thereto (relating to all payments
      to be made to such Lender by a Credit Party pursuant to this Agreement)
      or such other evidence satisfactory to the Borrower and the
      Administrative Agent that such Lender is entitled to an exemption from,
      or reduction of, United States withholding tax.  Thereafter and from
      time to time, each such Lender shall (i) promptly submit to the
      Administrative Agent and the Borrower such additional duly completed
      and signed copies of one of such forms (or such successor forms as
      shall be adopted from time to time by the relevant United States taxing
      authorities) as may then be available under then current United States
      laws and regulations to avoid, or such evidence as is satisfactory to
      the Borrower and the Administrative Agent of any complete exemption
      from United States withholding taxes in respect of all payments to
      be made to such Lender by the Borrower pursuant to this Agreement,
      (ii) promptly notify the Administrative Agent of any change in
      circumstances which would modify or render invalid any claimed
      exemption, and (iii) take such steps as shall not be materially
      disadvantageous to it, in the reasonable judgment of such Lender, and
      as may be reasonably necessary (including the re-designation of its
      Lending Office) to avoid any Requirement of Law that the Credit Parties
      make any deduction or withholding for taxes from amounts payable to
      such Lender.  If, other than as a result in a change in law or treaty
      (or interpretation thereof) after such Person first became a party to
      this Credit Agreement, such Lender fails to deliver the above forms or
      other documentation, then the Administrative Agent and the Borrower may
      withhold from any interest payment to such Lender an amount equivalent
      to the applicable withholding tax imposed by Sections 1441 and 1442 of
      the Code, without reduction (and the Borrower shall not be required to
      make any corresponding payment to such Lender pursuant to this Section
      3.13).  If any Governmental Authority asserts that the Administrative
      Agent did not properly withhold any tax or other amount from payments
      made in respect of such Lender, such Lender shall indemnify the
      Administrative Agent therefor, including all penalties and interest,
      any taxes imposed by any jurisdiction on the amounts payable to the
      Administrative Agent under this Section 3.13(d), and costs and expenses
      (including Attorney Costs) of the Administrative Agent.  The obligation
      of the Lenders under this Section 3.13(d) shall survive the payment of
      all Obligations and the resignation or replacement of the
      Administrative Agent.

           (e)  If any Credit Party is required to pay additional amounts to
      or for the account of any Lender pursuant to this Section 3.13, then
      such Lender will (at the expense of the Credit Parties) agree to use
      reasonable efforts to change the jurisdiction of its Lending Office
      so as to eliminate or reduce any such additional payment which may
      thereafter accrue if such change, in the judgment of such Lender, will
      not cause unreasonable hardship to such Lender and is not otherwise
      materially disadvantageous to such Lender.

      3.14 Compensation.

      Within 10 days of the written demand of any Lender (which demand shall
 set out in reasonable detail the basis and calculation of the amounts
 demanded), the Borrower shall promptly compensate such Lender for and hold
 such Lender harmless from any loss, cost or expense (excluding loss of
 anticipated profits) incurred by it as a result of:

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

           (b)  any failure by the Borrower (for a reason other than the
      failure of such Lender to make a Eurodollar Loan) to prepay, borrow,
      continue or convert any Eurodollar Loan on the date or in the amount
      previously requested by the Borrower.

 The amount each such Lender shall be compensated pursuant to this
 Section 3.14 shall include, without limitation, (i) any loss incurred by
 such Lender in connection with the re-employment of funds prepaid, repaid,
 not borrowed or paid, as the case may be and (ii) any reasonable out-of-
 pocket expenses (including Attorney Costs) incurred and reasonably
 attributable thereto.

 For purposes of calculating amounts payable by the Borrower to the Lenders
 under this Section 3.14, each Lender may deem that it funded each Eurodollar
 Loan made by it at the Eurodollar Rate for such Eurodollar Loan by a
 matching deposit or other borrowing in the applicable offshore Dollar
 interbank market for a comparable amount and for a comparable period,
 whether or not such Eurodollar Loan was in fact so funded.

      3.15 Determination and Survival of Provisions.

      All determinations by the Administrative Agent or a Lender of amounts
 owing under Sections 3.9 through 3.14, inclusive, shall, absent manifest
 error, be conclusive and binding on the parties hereto.  In determining such
 amount, the Administrative Agent or such Lender may use any reasonable
 averaging and attribution methods.  Section 3.9 through 3.14, inclusive,
 shall survive the termination of this Credit Agreement and the payment of
 all Credit Party Obligations.


                                  SECTION 4

                                  GUARANTY
                                  --------

      4.1  Guaranty of Payment.

      Subject to Section 4.7 below, each of the Guarantors hereby, jointly
 and severally, unconditionally guarantees to each Lender, each Affiliate of
 Lender that enters into a Hedging Agreement and the Administrative Agent the
 prompt payment of the Credit Party Obligations in full when due (whether at
 stated maturity, as a mandatory prepayment, by acceleration or otherwise)
 and the timely performance of all other obligations under the Credit
 Documents and such Hedging Agreements. This Guaranty is a guaranty of
 payment and not of collection and is a continuing guaranty and shall apply
 to all Credit Party Obligations whenever arising.

      4.2  Obligations Unconditional.

      The obligations of the Guarantors hereunder are absolute and
 unconditional, irrespective of the value, genuineness, validity, regularity
 or enforceability of any of the Credit Documents or the Hedging Agreements,
 or any other agreement or instrument referred to therein, to the fullest
 extent permitted by applicable law, irrespective of any other circumstance
 whatsoever which might otherwise constitute a legal or equitable discharge
 or defense of a surety or guarantor.  Each Guarantor agrees that this
 Guaranty may be enforced by the Lenders without the necessity at any time of
 resorting to or exhausting any other security or collateral and without the
 necessity at any time of having recourse to the Notes or any other of the
 Credit Documents or any collateral, if any, hereafter securing the Credit
 Party Obligations or otherwise and each Guarantor hereby waives the right
 to require the Lenders to proceed against the Borrower or any other Person
 (including a co-guarantor) or to require the Lenders to pursue any other
 remedy or enforce any other right.  Each Guarantor further agrees that it
 shall not assert any right of subrogation, indemnity, reimbursement or
 contribution against the Borrower or any other Guarantor of the Credit Party
 Obligations for amounts paid under this Guaranty until such time as the
 Lenders (and any Affiliates of Lenders entering into Hedging Agreements)
 have been paid in full, all Commitments under the Credit Agreement have been
 terminated.  Each Guarantor further agrees that nothing contained herein
 shall prevent the Lenders from suing on the Notes or any of the other Credit
 Documents or any of the Hedging Agreements or foreclosing its security
 interest in or Lien on any collateral, if any, securing the Credit Party
 Obligations or from exercising any other rights available to it under this
 Credit Agreement, the Notes, any other of the Credit Documents, or any other
 instrument of security, if any, and the exercise of any of the aforesaid
 rights and the completion of any foreclosure proceedings shall not
 constitute a discharge of any of any Guarantor's obligations hereunder;
 it being the purpose and intent of each Guarantor that its obligations
 hereunder shall be absolute, independent and unconditional under any and all
 circumstances.  Neither any Guarantor's obligations under this Guaranty nor
 any remedy for the enforcement thereof shall be impaired, modified, changed
 or released in any manner whatsoever by an impairment, modification, change,
 release or limitation of the liability of the Borrower or by reason of the
 bankruptcy or insolvency of the Borrower.  Each Guarantor waives any and
 all notice of the creation, renewal, extension or accrual of any of the
 Credit Party Obligations and notice of or proof of reliance of by the
 Administrative Agent or any Lender upon this Guaranty or acceptance of this
 Guaranty.  The Credit Party Obligations, and any of them, shall conclusively
 be deemed to have been created, contracted or incurred, or renewed,
 extended, amended or waived, in reliance upon this Guaranty.  All dealings
 between the Borrower and any of the Guarantors, on the one hand, and the
 Administrative Agent and the Lenders, on the other hand, likewise shall be
 conclusively presumed to have been had or consummated in reliance upon this
 Guaranty.  The Guarantors further agree to all rights of set-off and
 automatic debits as set forth in Section 11.2.

      4.3  Modifications.

      Each Guarantor agrees that (a) all or any part of the collateral, if
 any, now or hereafter held for the Credit Party Obligations, if any, may be
 exchanged, compromised or surrendered from time to time; (b) the Lenders
 shall not have any obligation to protect, perfect, secure or insure any such
 security interests, liens or encumbrances now or hereafter held, if any, for
 the Credit Party Obligations or the properties subject thereto; (c) the time
 or place of payment of the Credit Party Obligations may be changed or
 extended, in whole or in part, to a time certain or otherwise, and may be
 renewed or accelerated, in whole or in part; (d) the Borrower and any other
 party liable for payment under the Credit Documents may be granted
 indulgences generally; (e) any of the provisions of the Notes or any of the
 other Credit Documents may be modified, amended or waived; (f) any party
 (including any co-guarantor) liable for the payment thereof may be granted
 indulgences or be released; and (g) any deposit balance for the credit of
 the Borrower or any other party liable for the payment of the Credit Party
 Obligations or liable upon any security therefor may be released, in whole
 or in part, at, before or after the stated, extended or accelerated maturity
 of the Credit Party Obligations, all without notice to or further assent by
 such Guarantor, which shall remain bound thereon, notwithstanding any such
 exchange, compromise, surrender, extension, renewal, acceleration,
 modification, indulgence or release.

      4.4  Waiver of Rights.

      Each Guarantor expressly waives to the fullest extent permitted by
 applicable law:  (a) notice of acceptance of this Guaranty by the Lenders
 and of all extensions of credit to the Borrower by the Lenders; (b)
 presentment and demand for payment or performance of any of the Credit Party
 Obligations; (c) protest and notice of dishonor or of default (except as
 specifically required in the Credit Agreement) with respect to the Credit
 Party Obligations or with respect to any security therefor; (d) notice of
 the Lenders obtaining, amending, substituting for, releasing, waiving or
 modifying any security interest, lien or encumbrance, if any, hereafter
 securing the Credit Party Obligations, or the Lenders' subordinating,
 compromising, discharging or releasing such security interests, liens or
 encumbrances, if any; and (e) all other notices to which such Guarantor
 might otherwise be entitled.

      4.5  Reinstatement.

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

      4.6  Remedies.

      The Guarantors agree that, as between the Guarantors, on the one hand,
 and the Administrative Agent and the Lenders, on the other hand, the Credit
 Party Obligations may be declared to be forthwith due and payable as
 provided in Section 9 (and shall be deemed to have become automatically
 due and payable in the circumstances provided in Section 9) notwithstanding
 any stay, injunction or other prohibition preventing such declaration (or
 preventing such Credit Party Obligations from becoming automatically due
 and payable) as against any other Person and that, in the event of such
 declaration (or such Credit Party Obligations being deemed to have become
 automatically due and payable), such Credit Party Obligations (whether or
 not due and payable by any other Person) shall forthwith become due and
 payable by the Guarantors.

      4.7  Limitation of Guaranty.

      Notwithstanding any provision to the contrary contained herein or
 in any of the other Credit Documents, the obligations of each Guarantor
 hereunder shall be limited to the maximum amount that could be claimed by
 the Administrative Agent and/or the Lenders from such Guarantor under this
 Section 4 without rendering such claim voidable or avoidable under Section
 548 of Chapter 11 of the Bankruptcy Code or under any applicable state
 Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
 similar statute or common law after taking into account, among other things,
 such Guarantor's right of contribution and indemnification from each other
 Credit Party.

      4.8  Rights of Contribution.

      The Credit Parties agree among themselves that, in connection with
 payments made hereunder, each Credit Party shall have contribution rights
 against the other Credit Parties as permitted under applicable law.  Such
 contribution rights shall be subordinate and subject in right of payment
 to the obligations of the Credit Parties under the Credit Documents and no
 Credit Party shall exercise such rights of contribution until all Credit
 Party Obligations have been paid in full and the Commitments terminated.


                                  SECTION 5

                             CONDITIONS PRECEDENT
                             --------------------

      5.1  Closing Conditions.

      The obligation of the Lenders to enter into this Credit Agreement and
 make the initial Extension of Credit is subject to satisfaction (or waiver)
 of the following conditions:

           (a)  Executed Credit Documents.  Receipt by the Administrative
      Agent of duly executed copies of:  (i) this Credit Agreement; (ii) the
      Notes; and (iii) all other Credit Documents, each in form and substance
      reasonably acceptable to the Lenders in their sole discretion.

           (b)  Authority Documents.  Receipt by the Administrative Agent of
      the following with respect to each Credit Party:

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

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

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

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

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

           (c)  Opinions of Counsel.  Receipt by the Administrative Agent of
      opinions reasonably satisfactory to the Administrative Agent, addressed
      to the Administrative Agent on behalf of the Lenders and dated as of
      the Closing Date.

           (d)  Financial Statements.  Receipt by the Lenders of (i) the
      annual consolidated financial statements (including balance sheets,
      income statements and cash flow statements) of the Borrower and its
      Subsidiaries for the fiscal years 1999, 2000 and 2001 audited by
      independent public accountants of recognized national standing,
      together with the "management letter" submitted by such accountants in
      connection with such financial statements, (ii) pro forma quarterly and
      annual consolidated financial statements (including balance sheets,
      income statements and cash flow statements) of the Borrower and its
      Subsidiaries for the fiscal quarter ended December 31, 2001 after
      giving effect to the acquisition of CCN Managed Care, Inc. and (iii)
      such other financial information regarding the Borrower and its
      Subsidiaries as the Administrative Agent or a Lender may request.

           (e)  Material Adverse Effect.  Since December 31, 2001, no event
      or condition has occurred which has had or would reasonably be expected
      to have a Material Adverse Effect.

           (f)  Consents.  Receipt by the Administrative Agent of evidence
      that all necessary governmental, shareholder and third party consents
      and approvals, if any, have been received and no condition or
      Requirement of Law exists which would reasonably be likely to restrain,
      prevent or impose any material adverse conditions on the transactions
      contemplated hereby.

           (g)  Litigation.  There shall not exist any pending or, to the
      knowledge of any Credit Party, threatened action, suit, investigation
      or proceeding before any court, arbitrator or Governmental Authority
      that purports to affect a Credit Party or any of its Subsidiaries or
      any transaction contemplated by the Credit Documents that could
      reasonably be expected to have a Material Adverse Effect.

           (h)  Officer's Certificates.  The Administrative Agent shall
      have received a certificate or certificates executed by an Authorized
      Officer of the Borrower as of the Closing Date stating that (i) the
      Credit Parties and each of their Subsidiaries are in material
      compliance with all existing financial obligations in all material
      respects, (ii) no action, suit, investigation or proceeding is pending
      or, to the knowledge of any Credit Party, threatened in any court or
      before any arbitrator or Governmental Authority that purports to affect
      the Credit Parties, any of their Subsidiaries or any transaction
      contemplated by the Credit Documents, if such action, suit,
      investigation or proceeding could reasonably be expected to have a
      Material Adverse Effect, (iii) the financial statements and information
      delivered to the Administrative Agent on or before the Closing
      Date were prepared in good faith and in accordance with GAAP and
      (iv) immediately after giving effect to this Credit Agreement, the
      other Credit Documents and all the transactions contemplated herein
      or therein to occur on such date, (A) the Borrower is Solvent and the
      Borrower and its Subsidiaries taken as a whole are Solvent, (B) no
      Default or Event of Default exists, (C) all representations and
      warranties contained herein and in the other Credit Documents are true
      and correct in all material respects, and (D) the Credit Parties are
      in compliance with each of the financial covenants set forth in
      Section 7.2 (which certification shall demonstrate the portion of
      EBITDA for such fiscal period attributable to, without duplication,
      (A) Persons that are not Credit Parties and (B) minority interests).

           (i)  Existing Credit Agreement.  Receipt by the Administrative
      Agent of evidence satisfactory to it that all of the Indebtedness of
      the Credit Parties under the Existing Credit Agreement has been paid
      in full (or will be paid in full with the proceeds of the initial
      Loans made herein), all documents executed or delivered in connection
      therewith have been terminated and all Liens granted in connection
      therewith have been released or are agreed to be released upon such
      repayment in full.

           (j)  Fees and Expenses.  Payment by the Credit Parties of all fees
      and all expenses for which invoices have been presented owed by them to
      the Administrative Agent or the Lenders, including, without limitation,
      as set forth in the Fee Letter.

           (k)  Other.  Receipt by the Lenders of such other documents,
      instruments, agreements or information as reasonably and timely
      requested by any Lender.

      5.2  Conditions to All Extensions of Credit.

      In addition to the conditions precedent stated elsewhere herein, the
 Lenders shall not be obligated to make Loans nor shall the Issuing Lender
 be required to issue or extend a Letter of Credit unless:

           (a)  Notice.  The Borrower shall have delivered (i) in the case
      of any new Revolving Loan, to the Administrative Agent, an appropriate
      Notice of Borrowing, duly executed and completed, by the time specified
      in Section 2.1, (ii) in the case of any Letter of Credit, to the
      Issuing Lender, an appropriate request for issuance of a Letter of
      Credit in accordance with the provisions of Section 2.2, and (iii) in
      the case of any Swing Line Loan, to the Swing Line Lender, a Swing Line
      Loan Request, duly executed and completed, by the time specified in
      Section 2.3.

           (b)  Representations and Warranties.  The representations and
      warranties made by the Credit Parties in any Credit Document are true
      and correct in all material respects at and as if made as of such date
      except to the extent they expressly and exclusively relate to an
      earlier date.

           (c)  No Default.  No Default or Event of Default shall exist and
      be continuing either prior to or after giving effect to such Extension
      of Credit.

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

 The delivery of each Notice of Borrowing, each request for a Letter of
 Credit and each Swing Line Loan Request shall constitute a representation
 and warranty by the Borrower of the correctness of the matters specified in
 subsections (b), (c), and (d) above.


                                  SECTION 6

                        REPRESENTATIONS AND WARRANTIES
                        ------------------------------

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

      6.1  Organization and Good Standing.

      Each Credit Party (a) is duly organized, validly existing and in good
 standing under the laws of the jurisdiction of its organization, (b) is duly
 qualified and in good standing as a foreign organization and authorized to
 do business in every other jurisdiction where its ownership or operation of
 property or the conduct of its business would require it to be qualified, in
 good standing and authorized, unless the failure to be so qualified, in good
 standing or authorized would not have or would not reasonably be expected to
 have a Material Adverse Effect and (c) has the power and authority to own
 and operate its properties and to carry on its business as now conducted.

      6.2  Due Authorization.

      Each Credit Party (a) has the power and authority to execute, deliver
 and perform this Credit Agreement and the other Credit Documents to which
 it is a party and to incur the obligations herein and therein provided for
 and (b) has duly taken all necessary action to authorize, and is duly
 authorized, to execute, deliver and perform this Credit Agreement and the
 other Credit Documents to which it is a party.

      6.3  Enforceable Obligations.

      Each Credit Party has duly executed this Credit Agreement and each
 other Credit Document to which such Credit Party is a party and this Credit
 Agreement and such other Credit Documents constitute legal, valid and
 binding obligations of such Credit Party enforceable against such Credit
 Party in accordance with their respective terms, except as may be limited by
 bankruptcy or insolvency laws or similar laws affecting creditors' rights
 generally or by general equitable principles.

      6.4  No Conflicts.

      Neither the execution and delivery of the Credit Documents to which it
 is a party, nor the consummation of the transactions contemplated herein and
 therein, nor the performance of or compliance with the terms and provisions
 hereof and thereof by a Credit Party will (a) violate, contravene or
 conflict with any provision of such Credit Party's organizational documents,
 (b) violate, contravene or conflict with any Requirement of Law (including,
 without limitation, Regulations T, U or X), order, writ, judgment,
 injunction, decree, license or permit applicable to such Credit Party, (c)
 violate, contravene or conflict with material contractual provisions of, or
 cause an event of default under, any material indenture, loan agreement,
 mortgage, deed of trust, contract or other agreement or instrument to which
 such Credit Party is a party or by which it or its properties may be bound,
 or (d) result in or require the creation of any Lien upon or with respect to
 the properties of such Credit Party.

      6.5  Consents.

      Except for consents, approvals and authorizations which have been
 obtained, no material consent, approval, authorization or order of, or
 filing, registration or qualification with, any Governmental Authority,
 equity owner or third party in respect of any Credit Party is required in
 connection with the execution, delivery or performance of this Credit
 Agreement or any of the other Credit Documents, or the consummation of any
 transaction contemplated herein or therein by such Credit Party.

      6.6  Financial Condition.

      The financial statements delivered to the Administrative Agent and the
 Lenders pursuant to Section 5.1(d) and Sections 7.1(a) and (b):  (a) have
 been prepared in accordance with GAAP, (b) present fairly in all material
 respects the consolidated financial condition, results of operations and
 cash flows of the Borrower and its Subsidiaries as of such date and for such
 periods and (c) show all material Indebtedness and other liabilities, direct
 or contingent, of the Borrower and its Subsidiaries (whether or not included
 on the balance sheet).  Since December 31, 2001, there has been no sale,
 transfer or other disposition by the Borrower or any of its Subsidiaries
 of any material part of the business or property of the Borrower and its
 Subsidiaries, taken as a whole, or purchase or other acquisition by any such
 Person of any business or property (including any Capital Stock of any other
 Person) material in relation to the consolidated financial condition of the
 Borrower and its Subsidiaries, taken as a whole, in each case, which, is not
 (i) reflected in the most recent financial statements delivered to the
 Lenders pursuant to Section 5.1(d) and Section 7.1 or in the notes thereto
 or (ii) otherwise permitted by the terms of this Credit Agreement and
 communicated to the Administrative Agent and the Lenders.

      6.7  No Material Change.

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

      6.8  Disclosure.

      Neither this Credit Agreement, nor any other Credit Document, nor any
 financial statements delivered to the Administrative Agent or the Lenders
 nor any other document, certificate or written statement furnished to the
 Administrative Agent or the Lenders by or on behalf of any Credit Party in
 connection with the transactions contemplated hereby contains any untrue
 statement of a material fact or omits to state a material fact necessary in
 order to make the statements contained therein or herein, in light of the
 circumstances under which made, not misleading as of the time when made or
 delivered.

      6.9  No Default.

      No Credit Party nor any of its Subsidiaries is in default under any
 material contract, lease, loan agreement, indenture, mortgage, security
 agreement or other material agreement or obligation to which it is a party
 or by which any of its properties is bound which, individually or together
 with all such defaults, could reasonably be expected to have a Material
 Adverse Effect (provided, that to the extent any such default(s) relate
 to Indebtedness, the amount of such Indebtedness shall be at least
 $10,000,000).  No Default or Event of Default has occurred and is continuing
 or would result from the consummation of the transactions contemplated by
 this Credit Agreement and the other Credit Documents.

      6.10 Litigation.

      There are no actions, suits or legal, equitable, arbitration or
 administrative proceedings, investigations, claims, civil investigative
 demands, criminal prosecution, imposition of criminal or civil fines and
 penalties, or any other proceeding before any Governmental Authorities,
 pending or, to the knowledge of any Credit Party, threatened in writing
 against any Credit Party or any of its Subsidiaries or against any of its
 or their respective Properties or revenues which (a) purport to affect or
 pertain to this Credit Agreement or the other Credit Documents or (b) could
 reasonably be expected to have a Material Adverse Effect.

      6.11 Taxes.

      Each Credit Party and each of its Subsidiaries has filed, or caused to
 be filed, all federal and other material tax returns required to be filed
 and has paid (a) all amounts of taxes shown thereon to be due (including
 interest and penalties) and (b) all other taxes, fees, assessments and other
 governmental charges (including mortgage recording taxes, documentary stamp
 taxes and intangibles taxes) owing by it, except for such taxes (i) which
 are not yet delinquent or (ii) that are being contested in good faith and by
 proper proceedings, and against which adequate reserves are being maintained
 in accordance with GAAP.  No Credit Party is aware of any proposed tax
 assessments against any Credit Party or any of its Subsidiaries which could
 reasonably be expected to have a Material Adverse Effect.

      6.12 Compliance with Law.

      Except to the extent the same would not have or would not reasonably be
 expected to have a Material Adverse Effect:

           (a)  Each Credit Party and each of its Subsidiaries is in
      compliance with all Requirements of Law (including, without limitation,
      Environmental Laws, HIPAA, ERISA and all applicable laws and
      regulations pertaining to fiscal soundness, solvency and financial
      condition) and all material orders, writs, injunctions and decrees
      applicable to it, or to its properties.

           (b)  (i) No Credit Party nor any of its Subsidiaries nor any
      individual employed by a Credit Party or any of its Subsidiaries has
      been, or may reasonably be expected to be excluded or suspended from
      participation in any Medical Reimbursement Program for their corporate
      or individual actions or failures to act; and (ii) there is no member
      of management continuing to be employed by any Credit Party or any of
      its Subsidiaries who may reasonably be expected to have individual
      criminal culpability for healthcare matters under investigation by
      any Governmental Authority unless such member of management has been,
      within a reasonable period of time after discovery of such actual or
      potential culpability, either suspended or removed from positions of
      responsibility related to those activities under challenge by the
      Governmental Authority.

      6.13 Licensing and Accreditation.

      Except to the extent the same would not have or would not be reasonably
 expected to have a Material Adverse Effect, each of the Credit Parties has,
 to the extent applicable: (a) obtained and maintains in good standing all
 required licenses, permits, authorization and approvals of each Governmental
 Authority necessary to the conduct of its business; (b) to the extent
 prudent and customary in the industry in which it is engaged, obtained and
 maintains accreditation from all generally recognized accrediting agencies;
 and (c) ensured that all such required licenses, certifications and
 accreditations are in full force and effect on the date hereof and have not
 been revoked or suspended or otherwise limited.

      6.14 Title to Properties.

      Each Credit Party and each of its Subsidiaries is the owner of, and has
 good and marketable title to, or has a valid license or lease to use, all of
 its material Properties, and none of such owned Properties is subject to any
 Liens other than Permitted Liens.

      6.15 Insurance.

      The Properties owned by each Credit Party and each of its Subsidiaries
 are insured with financially sound and reputable insurance companies that
 are not Affiliates of the Borrower, in such amounts, with such deductibles
 and covering such risks, as are customarily carried by companies engaged in
 similar businesses and owning similar properties in localities where the
 Credit Parties or their Subsidiaries operate.

      6.16 Use of Proceeds.

      The proceeds of the Loans will be used solely for the purposes
 specified in Section 7.9.  No proceeds of the Loans will be used for the
 Acquisition of another Person unless such Acquisition is a Permitted
 Acquisition.

      6.17 Government Regulation.

           (a)  No part of the Letters of Credit or proceeds of the Loans
      will be used, directly or indirectly, for the purpose of purchasing or
      carrying any "margin stock" within the meaning of Regulation U, or for
      the purpose of purchasing or carrying or trading in any securities.  No
      Indebtedness being reduced or retired out of the proceeds of the Loans
      was or will be incurred for the purpose of purchasing or carrying any
      margin stock within the meaning of Regulation U or any "margin
      security" within the meaning of Regulation T.  "Margin stock" within
      the meaning of Regulation U does not constitute more than 25% of the
      value of the consolidated assets of the Borrower and its Subsidiaries.
      None of the transactions contemplated by the Credit Documents
      (including, without limitation, the direct or indirect use of the
      proceeds of the Loans) will violate or result in a violation of (i) the
      Securities Act, (ii) the Exchange Act or (iii) Regulations T, U or X.

           (b)  No Credit Party nor any of its Subsidiaries is subject to
      regulation under the Public Utility Holding Company Act of 1935, the
      Federal Power Act or the Investment Company Act of 1940, each as
      amended.

      6.18 No Burdensome Restrictions.

      No Credit Party nor any of its Subsidiaries is a party to any agreement
 or instrument or subject to any other obligation or any charter or corporate
 restriction or any provision of any applicable law, rule or regulation
 which, individually or in the aggregate, would have or would reasonably be
 expected to have a Material Adverse Effect.

      6.19 ERISA.

      Except as would not result in or would not reasonably be expected to
 result in a Material Adverse Effect:

           (a)  (i) No ERISA Event has occurred, and, to the best knowledge
      of the Credit Parties, each of their Subsidiaries and each ERISA
      Affiliate, no event or condition has occurred or exists as a result
      of which any ERISA Event could reasonably be expected to occur, with
      respect to any Plan; (ii) no "accumulated funding deficiency," as such
      term is defined in Section 302 of ERISA and Section 412 of the Code,
      whether or not waived, has occurred with respect to any Plan and no
      application for a funding waiver or an extension of any amortization
      period pursuant to Section 412 of the Code has been made with respect
      to any Plan; (iii) each Plan has been maintained, operated, and funded
      in compliance with its own terms and in material compliance with the
      provisions of ERISA, the Code, and any other applicable federal or
      state laws; (iv) each Plan that is intended to qualify under Section
      401(a) of the Code has received a favorable determination letter from
      the IRS or an application for such a letter is currently being
      processed by the IRS with respect thereto and, to the best knowledge
      of the Credit Parties, each of their Subsidiaries and each ERISA
      Affiliate, nothing has occurred which would prevent, or cause the loss
      of, such qualification; and (v) no Lien in favor or the PBGC or a Plan
      has arisen or is reasonably likely to arise on account of any Plan.

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

           (c)  No Credit Party nor any Subsidiary of a Credit Party nor any
      ERISA Affiliate has incurred, or, to the best of each such party's
      knowledge, is reasonably expected to incur, any liability under Title
      IV of ERISA with respect to any Single Employer Plan, or any withdrawal
      liability under ERISA to any Multiemployer Plan or Multiple Employer
      Plan.  No Credit Party nor any Subsidiary of a Credit Party nor any
      ERISA Affiliate would become subject to any withdrawal liability under
      ERISA if any such party were to withdraw completely from all
      Multiemployer Plans and Multiple Employer Plans as of the valuation
      date most closely preceding the date on which this representation is
      made or deemed made. No Credit Party nor any Subsidiary of a Credit
      Party nor any ERISA Affiliate has received any notification that any
      Multiemployer Plan is in reorganization (within the meaning of Section
      4241 of ERISA), is insolvent (within the meaning of Section 4245 of
      ERISA), or has been terminated (within the meaning of Title IV of
      ERISA), and no Multiemployer Plan is, to the best of each such Person's
      knowledge, reasonably expected to be in reorganization, insolvent, or
      terminated.  No Credit Party nor any Subsidiary of a Credit Party nor
      any ERISA Affiliate has engaged in a transaction that could be subject
      to Sections 4069 or 4212(c) of ERISA.

           (d)  No prohibited transaction (within the meaning of Section
      406 of ERISA or Section 4975 of the Code) or breach of fiduciary
      responsibility has occurred with respect to a Plan which has subjected
      or may subject a Credit Party, any Subsidiary of a Credit Party or any
      ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
      502(l) of ERISA or Section 4975 of the Code, or under any agreement or
      other instrument pursuant to which a Credit Party, any Subsidiary of
      a Credit Party or any ERISA Affiliate has agreed or is required to
      indemnify any person against any such liability.  There are no pending
      or, to the best knowledge of the Credit Parties, each of their
      Subsidiaries and each ERISA Affiliate, threatened claims, actions or
      lawsuits, or action by any Governmental Authority, with respect to any
      Plan that could reasonably be expected to have a Material Adverse
      Effect.

           (e)  No Credit Party nor any Subsidiary of a Credit Party nor any
      ERISA Affiliate has any material liability with respect to "expected
      post-retirement benefit obligations" within the meaning of the
      Financial Accounting Standards Board Statement 106.  Each Plan that is
      a welfare plan (as defined in Section 3(1) of ERISA) to which Sections
      601-609 of ERISA and Section 4980B of the Code apply has been
      administered in compliance in all material respects with such sections.

      6.20 Environmental Matters.

           (a)  Except as would not result in or would not reasonably be
      expected to result in a Material Adverse Effect:

                (i)  Each of the real properties owned, leased or operated by
           a Credit Party or any of its Subsidiaries (the "Real Properties")
           and all operations at the Real Properties are in compliance with
           all applicable Environmental Laws, and there is no violation of
           any Environmental Law with respect to the Real Properties or the
           businesses operated by the Credit Parties or any of their
           Subsidiaries (the "Businesses"), and there are no conditions
           relating to the Businesses or Real Properties that would
           reasonably be expected to give rise to liability under any
           applicable Environmental Laws.

                (ii) No Credit Party has received any written notice of, or
           inquiry from any Governmental Authority regarding, any violation,
           alleged violation, non-compliance, liability or potential
           liability regarding Hazardous Materials or compliance with
           Environmental Laws with regard to any of the Real Properties or
           the Businesses, nor, to the knowledge of a Credit Party or any of
           its Subsidiaries, is any such notice being threatened.

                (iii)     Hazardous Materials have not been transported or
           disposed of from the Real Properties, or generated, treated,
           stored or disposed of at, on or under any of the Real Properties
           or any other location, in each case by, or on behalf or with the
           permission of, a Credit Party or any of its Subsidiaries in a
           manner that would give rise to liability under any applicable
           Environmental Laws.

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

                (v)  There has been no release (including, without
           limitation, disposal) or threat of release of Hazardous Materials
           at or from the Real Properties, or arising from or related to
           the operations of a Credit Party or any of its Subsidiaries in
           connection with the Real Properties or otherwise in connection
           with the Businesses where such release constituted a violation
           of, or would give rise to liability under, any applicable
           Environmental Laws.

                (vi) None of the Real Properties contains, or has previously
           contained, any Hazardous Materials at, on or under the Real
           Properties in amounts or concentrations that, if released,
           constitute or constituted a violation of, or could give rise to
           liability under, Environmental Laws.

                (vii)     No Credit Party, nor any of its Subsidiaries, has
           assumed any liability of any Person (other than among themselves)
           under any Environmental Law.

           (b)  The Credit Parties have adopted procedures that are designed
      to (i) ensure that each Credit Party, any of its operations and each of
      the Real Properties complies with applicable Environmental Laws and
      (ii) minimize any liabilities or potential liabilities that each Credit
      Party, any of its operations and each of the Real Properties may have
      under applicable Environmental Laws.

      6.21 Intellectual Property.

      Each Credit Party and each of its Subsidiaries owns, or has the legal
 right to use, all material patents, trademarks, tradenames, copyrights,
 technology, know-how and processes (the "Intellectual Property") necessary
 for each of them to conduct its business as currently conducted.  No claim
 has been asserted in writing to a Credit Party or any of its Subsidiaries
 and is pending by any Person challenging or questioning the use of any
 Intellectual Property owned by any Credit Party or any of its Subsidiaries
 or that any Credit Party or any of its Subsidiaries has a right to use or
 the validity of any such Intellectual Property, nor does any Credit Party
 or any of its Subsidiaries have knowledge of any such claim, and, to the
 knowledge of the Credit Parties and their Subsidiaries, the use of any
 Intellectual Property by the Credit Parties and their Subsidiaries does
 not infringe on the rights of any Person, except for such claims and
 infringements that in the aggregate, would not have or would not reasonably
 be expected to have a Material Adverse Effect.

      6.22 Subsidiaries.

      Set forth on Schedule 6.22 is a complete and accurate list of all
 Subsidiaries of each Credit Party and a classification of such Subsidiaries
 as part of the PPO Business or Claims Administration Business, as
 applicable.  Schedule 6.22 may be updated from time to time by the Borrower
 by giving written notice thereof to the Administrative Agent (and such
 updated Schedule 6.22 shall for all purposes constitute Schedule 6.22 hereto
 without the need for any action by any Person).

      6.23 Solvency.

      The Borrower is Solvent, and the Borrower and its Subsidiaries taken as
 a whole are Solvent.

      6.24 Indebtedness.

      The Credit Parties and their Subsidiaries have no Indebtedness except
 (a) as set forth on Schedule 6.24 and (b) as otherwise permitted by Section
 8.1.


                                   SECTION 7

                             AFFIRMATIVE COVENANTS
                             ---------------------

      Each Credit Party hereby covenants and agrees that so long as this
 Credit Agreement is in effect and until the Loans and LOC Obligations,
 together with interest and fees and other obligations then due and payable
 hereunder, have been paid in full and the Commitments and Letters of Credit
 hereunder shall have terminated:

      7.1  Information Covenants.

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

           (a)  Annual Financial Statements.  As soon as available, and in
      any event within 90 days after the close of each fiscal year of the
      Borrower, a consolidated balance sheet and income statement of the
      Borrower and its Subsidiaries, as of the end of such fiscal year,
      together with related consolidated statements of operations, retained
      earnings, changes in stockholders' equity and cash flows for such
      fiscal year, setting forth in comparative form consolidated figures for
      the preceding fiscal year, all such consolidated financial information
      described above to be in reasonable form and detail and audited by
      independent certified public accountants of recognized national
      standing reasonably acceptable to the Administrative Agent and whose
      opinion shall be to the effect that such financial statements have been
      prepared in accordance with GAAP and shall not be limited as to the
      scope of the audit or qualified in any manner.

           (b)  Quarterly Financial Statements.  As soon as available, and in
      any event within 45 days after the close of each of the first three
      fiscal quarters of the Borrower, a consolidated balance sheet and
      income statement of the Borrower and its Subsidiaries, as of the end of
      such fiscal quarter, together with related consolidated statements of
      operations and consolidated statements of retained earnings and of cash
      flows for such fiscal quarter in each case setting forth in comparative
      form consolidated figures for the corresponding period of the preceding
      fiscal year, all such financial information described above to be
      in reasonable form and detail and reasonably acceptable to the
      Administrative Agent, and accompanied by a certificate of an Authorized
      Officer of the Borrower to the effect that such quarterly financial
      statements fairly present in all material respects the consolidated
      financial condition of the Borrower and its Subsidiaries and have been
      prepared in accordance with GAAP, subject to changes resulting from
      audit and normal year-end audit adjustments.

           (c)  Officer's Certificate.  At the time of delivery of the
      financial statements provided for in Sections 7.1(a) and 7.1(b) above,
      a certificate of an Authorized Officer of the Borrower substantially
      in the form of Exhibit 7.1(c), (i) demonstrating compliance with the
      financial covenants contained in Section 7.2 by calculation thereof as
      of the end of each such fiscal period, (ii) demonstrating compliance
      with any other terms of this Credit Agreement as reasonably requested
      by the Administrative Agent, (iii) stating that no Default or Event
      of Default exists, or if any Default or Event of Default does exist,
      specifying the nature and extent thereof and what action the Borrower
      proposes to take with respect thereto, (iv) representing the then
      current Debt Ratings of the Borrower and (v) demonstrating the portion
      of EBITDA for such fiscal period attributable to, without duplication,
      (A) Persons that are not Credit Parties and (B) minority interests.

           (d)  Annual Business Plan and Budgets.  Within 45 days after the
      end of each fiscal year of the Borrower, the Borrower shall furnish to
      the Administrative Agent an annual business plan and budget of the
      Borrower and its Subsidiaries on a consolidated basis in the form
      submitted to the board of directors of the Borrower.

           (e)  Reports.  Promptly upon transmission or receipt thereof, (a)
      copies of any material filings and registrations with, and reports to
      or from, any Governmental Authority which has regulatory authority with
      respect to the Credit Parties, and copies of all financial statements,
      proxy statements, notices and reports as a Credit Party or any of its
      Subsidiaries shall send to its shareholders generally and (b) upon the
      written request of the Administrative Agent, all reports and written
      information to and from the United States Environmental Protection
      Agency, or any state or local agency responsible for environmental
      matters, the United States Occupational Safety and Health
      Administration, or any state or local agency responsible for health
      and safety matters, or any successor agencies or authorities concerning
      environmental, health or safety matters.

           (f)  Accountant's Certificate. Within the period for delivery
      of the annual financial statements provided in Section 7.1(a), a
      certificate of the accountants conducting the annual audit stating that
      they have reviewed this Credit Agreement and stating further whether,
      in the course of their audit, they have become aware of any Default or
      Event of Default and, if any such Default or Event of Default exists,
      specifying the nature and extent thereof.

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

           (h)  Notices.  Upon a Credit Party obtaining knowledge thereof,
      the Borrower will give written notice to the Administrative Agent
      promptly (and in any event within three Business Days) of (i) the


      occurrence of an event or condition consisting of a Default or Event of
      Default, specifying the nature and existence thereof and what action
      the Borrower proposes to take with respect thereto, (ii) the occurrence
      of any of the following with respect to any Credit Party or any of
      its Subsidiaries (A) the pendency or commencement of any litigation,
      arbitration, investigations, claims, civil investigative demands,
      criminal prosecution, imposition of criminal or civil fines and
      penalties, or any other proceeding before any Governmental Authorities
      against a Credit Party or any of its Subsidiaries which if adversely
      determined (1) would have or would reasonably be expected to have a
      Material Adverse Effect, or (2) would reasonably be expected to
      result in an aggregate liability to the Credit Parties in excess of
      $10,000,000, (B) material non-compliance with, or the institution of
      any proceedings against a Credit Party or any of its Subsidiaries
      with respect to, or the receipt of written notice by such Person of
      potential liability or responsibility for violation, or alleged
      violation of, any Requirement of Law (including, without limitation,
      Environmental Laws) the violation of which would have or would
      reasonably be expected to have a Material Adverse Effect and
      (C) material non-compliance with any contractual obligation of a
      Credit Party or any of its Subsidiaries and (iii) any change to
      the Debt Rating of the Borrower.

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

           (j)  Environmental.

                (i)  Subsequent to a notice from any Governmental Authority
           that would reasonably cause concern, or during the existence of an
           Event of Default, and upon the written request of Administrative
           Agent, the Credit Parties will furnish or cause to be furnished to
           the Administrative Agent, at the Credit Parties' expense, a report
           of an environmental assessment of reasonable scope, form and
           depth, including, where appropriate, invasive soil or groundwater
           sampling, by a consultant reasonably acceptable to the
           Administrative Agent addressing the subject of such notice or, if
           during the existence of an Event of Default, regarding any release
           or threat of release of Hazardous Materials on any Property owned,
           leased or operated by a Credit Party and the compliance by the
           Credit Parties with Environmental Laws.  If the Credit Parties
           fail to deliver such an environmental report within seventy-five
           (75) days after receipt of such written request, then the
           Administrative Agent may arrange for same, and the Credit Parties
           hereby grant to the Administrative Agent and its representatives
           access to the Real Properties and a license of a scope reasonably
           necessary to undertake such an assessment (including, where
           appropriate, invasive soil or groundwater sampling).  The
           reasonable cost of any assessment arranged for by the
           Administrative Agent pursuant to this provision will be payable
           by the Credit Parties on demand.

                (ii) Each Credit Party will conduct and complete, or cause to
           be conducted and completed, all investigations, studies, sampling,
           and testing and all remedial, removal, and other actions necessary
           to address all Hazardous Materials on, from, or affecting any Real
           Property to the extent necessary to be in compliance with all
           Environmental Laws and all other applicable federal, state, and
           local laws, regulations, rules and policies and with the orders
           and directives of all Governmental Authorities exercising
           jurisdiction over such Real Property to the extent any failure
           would have or would reasonably be expected to have a Material
           Adverse Effect.

           (k)  Statutory Financial Statements.  As soon as available, and
      in any event within 90 days after the close of each fiscal year of the
      Borrower, copies of all annual financial statements prepared for and
      delivered to any Governmental Authority pursuant to Requirements of Law
      applicable to providers of life, health care or disability insurance
      or the provision of health care services or such insurance or the
      management of health care services with respect to any Subsidiary of
      the Borrower that either (i) owns assets in excess of 7.5% of Total
      Assets, (ii) produces revenues in excess of 7.5% of the total revenues
      of the Borrower and its Subsidiaries on a consolidated basis or (iii)
      produces more than 7.5% of EBITDA.

           (l)  Other Information.  With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of the Credit Parties and their Subsidiaries as the
      Administrative Agent (or any Lender, through the Administrative Agent)
      may reasonably request.

      7.2  Financial Covenants.

           (a)  Net Worth.  During any such time that the Borrower does not
      have an Investment Grade Rating, Net Worth shall be greater than or
      equal to the sum of (i) 75% of Net Worth on December 31, 2001 plus
      (ii) 50% of Net Income (without deduction for losses) earned for each
      fiscal quarter of the Borrower (beginning with the quarter ending March
      31, 2002) including the most recent fiscal quarter ending prior to the
      date of determination plus (iii) 50% of the amount of Net Cash Proceeds
      from any Equity Issuance occurring from the Effective Date to the last
      day of the most recent fiscal quarter ending prior to the date of
      determination minus (iv) the aggregate amount (not to exceed
      $300,000,000) of all payments made by the Borrower subsequent to the
      Closing Date for the purchase, redemption or other acquisition or
      retirement of any shares of the Capital Stock of the Borrower.

           (b)  Leverage Ratio.  The Leverage Ratio, as of the last day of
      each fiscal quarter of the Borrower, shall be less than or equal to
      3.00 to 1.0.

           (c)  Fixed Charge Coverage Ratio.  The Fixed Charge Coverage
      Ratio, as of the last day of each fiscal quarter of the Borrower, shall
      be greater than or equal to 3.00 to 1.0.

      7.3  Preservation of Existence and Franchises.

      Each of the Credit Parties will, and will cause its Subsidiaries to, do
 all things necessary to preserve and keep in full force and effect its
 existence, rights, franchises, Intellectual Property and authority except as
 permitted by Section 8.4 and except where any such failure could not
 reasonably be expected to have a Material Adverse Effect.

      7.4  Books and Records.

      Each of the Credit Parties will, and will cause its Subsidiaries to,
 keep complete and accurate books and records of its transactions in
 accordance with GAAP (including the establishment and maintenance of
 appropriate reserves).

      7.5  Compliance with Law.

      Except to the extent the failure to do so would not have or would not
 reasonably be expected to have a Material Adverse Effect, each Credit Party
 will, and will cause each of its Subsidiaries to, (a) comply with all
 Requirements of Law, and all applicable restrictions imposed by all
 Governmental Authorities, applicable to it and its Property (including,
 without limitation, Environmental Laws, HIPAA and ERISA), (b) conform with
 and duly observe in all material respects all laws, rules and regulations
 and all other valid requirements of any regulatory authority with respect
 to the conduct of its business, including without limitation the Social
 Security Act and Medicaid Regulations, and all laws, rules and regulations
 of Governmental Authorities, pertaining to the business of the Credit
 Parties; and (c) obtain and maintain all licenses, permits, certifications
 and approvals of all applicable Governmental Authorities as are required for
 the conduct of its business as currently conducted and herein contemplated,
 including without limitation professional licenses.

      7.6  Payment of Taxes and Other Claims.

      Each of the Credit Parties will, and will cause its Subsidiaries
 to, pay, settle or discharge (a) all material taxes, assessments and
 governmental charges or levies imposed upon it, or upon its income or
 profits, or upon any of its properties, before they shall become delinquent
 and (b) all material lawful claims (including claims for labor, materials
 and supplies) which, if unpaid, might give rise to a Lien upon any of its
 properties; provided, however, that a Credit Party shall not be required to
 pay any such tax, assessment, charge, levy, claim or Indebtedness which is
 being contested in good faith by appropriate proceedings and as to which
 adequate reserves therefor have been established in accordance with GAAP,
 unless the failure to make any such payment (i) would give rise to an
 immediate right to foreclose or collect on a Lien securing such amounts or
 (ii) would have or would reasonably be expected to have a Material Adverse
 Effect.

      7.7  Insurance.

      Each of the Credit Parties will, and will cause each of its
 Subsidiaries to, at all times maintain in full force and effect insurance
 with reputable national companies that are not Affiliates of the Borrower,
 in such amounts, covering such risks and liabilities and with such
 deductibles as are in accordance with normal industry practice.

      7.8  Maintenance of Property.

      Each of the Credit Parties will, and will cause its Subsidiaries to,
 maintain and preserve its properties and equipment in good repair, working
 order and condition, normal wear and tear excepted, and will make, or cause
 to be made, in such properties and equipment from time to time all repairs,
 renewals, replacements, extensions, additions, betterments and improvements
 thereto as may be needed or proper, in each case to the extent and in the
 manner customary for companies in similar businesses.

      7.9  Use of Proceeds.

      The Credit Parties will use the proceeds of the Loans solely (a) to
 repay Indebtedness outstanding under the Existing Credit Agreement, (b) to
 provide working capital and (c) for general corporate purposes.  The
 Borrower will use the Letters of Credit solely for the purposes set forth
 in Section 2.2(a).

      7.10 Audits/Inspections.

      Upon reasonable notice and during normal business hours, at the Credit
 Parties' expense, each Credit Party will, and will cause each of its
 Subsidiaries to, permit representatives appointed by the Administrative
 Agent or any Lender, including, without limitation, independent accountants,
 agents, attorneys and appraisers to visit and inspect such Credit Party's
 or Subsidiary's property, including its books and records, its accounts
 receivable and inventory, its facilities and its other business assets, and
 to make photocopies or photographs thereof and to write down and record any
 information such representative obtains and shall permit the Administrative
 Agent, any Lender or its representatives to investigate and verify the
 accuracy of information provided to the Administrative Agent or the
 Lenders and to discuss all such matters with the officers, employees and
 representatives of the Credit Parties and/or their Subsidiaries.

      7.11 Additional Guarantors.

      The Borrower may, at its option, cause any of its Domestic Subsidiaries
 to (a) execute a Joinder Agreement in substantially the same form as Exhibit
 7.11, (b) deliver such other documentation as the Administrative Agent may
 reasonably request in connection with the foregoing, including, without
 limitation, certified resolutions and other organizational and authorizing
 documents of such Person and favorable opinions of counsel to such Person
 (which shall cover, among other things, the legality, validity, binding
 effect and enforceability of the documentation referred to above), all in
 form, content and scope reasonably satisfactory to the Administrative Agent
 and (c) update such schedules to the Credit Agreement as appropriate to
 reflect the joinder of such Subsidiary (and upon such update, such updated
 schedules shall constitute the applicable schedules hereunder without the
 need for any further action by any Person).

      7.12 PPO Business.

      The Credit Parties will cause the PPO Business to be directly owned and
 operated by either the Borrower and/or one or more Guarantors that are
 wholly-owned Subsidiaries of the Borrower.

      7.13 Claims Administration Business.

      The Credit Parties will cause each Subsidiary that comprises the Claims
 Administration Business to distribute to the Credit Parties from time to
 time (but in any event at least quarterly) all cash of such Subsidiary in
 excess of any minimal regulatory capital.


                                  SECTION 8

                              NEGATIVE COVENANTS
                              ------------------

      Each Credit Party hereby covenants and agrees that so long as this
 Credit Agreement is in effect and until the Loans and LOC Obligations,
 together with interest, fees and other obligations then due and payable
 hereunder, have been paid in full and the Commitments and Letters of Credit
 hereunder shall have terminated:

      8.1  Indebtedness.

      (a)  Indebtedness of the Borrower. The Borrower will not contract,
 create, incur, assume or permit to exist any Indebtedness other than:

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

           (ii) Indebtedness owing to a Guarantor;

           (iii) Indebtedness existing on the Closing Date and set forth
      on Schedule 6.24; and

           (iv) subject to the limitations on Liens set forth in Section 8.2,
      other Indebtedness so long as immediately after giving effect to the
      incurrence thereof (A) the Borrower is in compliance on a Pro Forma
      Basis with the financial covenant set forth in Sections 7.2(b) and
      7.2(c) and (B) no Default or Event of Default exists; provided,
      however, at any time that the Borrower does not have an Investment
      Grade Rating, the aggregate principal amount of all Indebtedness
      outstanding pursuant to this clause (iv) shall not exceed $300,000,000
      (or, if at such time the aggregate amount of such Indebtedness exceeds
      $300,000,000, no additional Indebtedness can be incurred pursuant to
      this clause (iv) until the Borrower obtains an Investment Grade
      Rating).

      (b)  Indebtedness of Subsidiaries of the Borrower.  Neither the
 Borrower nor any other Credit Party will permit any of its Subsidiaries to,
 contract, create, incur, assume or permit to exist any Indebtedness, other
 than:

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

           (ii) Indebtedness owing by a Guarantor to another Credit Party;

           (iii) Indebtedness owing by a Foreign Subsidiary to another
      Foreign Subsidiary;

           (iv) Any guaranty of Indebtedness of a Credit Party;

           (v)  Indebtedness existing on the Closing Date and set forth on
      Schedule 6.24; and

           (vi) subject to the limitations on Liens set forth in Section 8.2,
      other Indebtedness so long as immediately after giving effect to the
      incurrence thereof (A) the Borrower is in compliance on a Pro Forma
      Basis with the financial covenant set forth in Sections 7.2(b) and
      7.2(c) and (B) no Default or Event of Default exists; provided,
      however, the aggregate principal amount of all Indebtedness incurred
      pursuant to this clause (vi) shall not to exceed the sum of (1)
      $75,000,000 minus (2) the aggregate principal amount all secured
      Indebtedness of the Borrower incurred pursuant to Section 8.1(a)(iv).

      8.2  Liens.

      No Credit Party will, nor will it permit its Subsidiaries to, contract,
 create, incur, assume or permit to exist any Lien with respect to any of its
 Property, whether now owned or after acquired, other than Permitted Liens.

      8.3  Nature of Business.

      No Credit Party will, nor will it permit its Subsidiaries to, engage in
 any material line of business substantially different from those lines of
 business carried on by the Credit Parties and/or one or more of their
 Subsidiaries on the Effective Date or reasonable extensions thereof.

      8.4  Consolidation and Merger.

      No Credit Party will, nor will it permit any Subsidiary to, enter into
 any transaction of merger or consolidation (including in connection with any
 Acquisition) or liquidate, wind up or dissolve itself, or suffer any such
 liquidation, wind-up or dissolution; provided that Permitted Acquisitions
 may be consummated and a Credit Party or a Subsidiary of a Credit Party may
 merge or consolidate with or into another Person if the following conditions
 are satisfied:

           (a)  the Administrative Agent is given prior written notice of
      such action;

           (b)  if the merger or consolidation involves a Credit Party, the
      surviving entity of such merger or consolidation shall either (i) be
      such Credit Party or (ii) be a Subsidiary of the Borrower and expressly
      assumes in writing all of the obligations of such Credit Party under
      the Credit Documents; provided that if the transaction is between the
      Borrower and another Person, the Borrower must be the surviving entity;

           (c)  the Credit Parties execute and deliver such documents,
      instruments and certificates as the Administrative Agent may reasonably
      request; and

           (d)  immediately after giving effect to such transaction, (i) the
      Borrower is in compliance on a Pro Forma Basis with the financial
      covenants set forth in Section 7.2 and (ii) no Default or Event of
      Default shall have occurred and be continuing.

      8.5  Sale or Lease of Assets.

      No Credit Party will, nor will it permit its Subsidiaries to, convey,
 sell, lease, transfer or otherwise voluntarily dispose of, in one
 transaction or a series of transactions, all or any part of its business
 or assets whether now owned or hereafter acquired, including, without
 limitation, inventory, receivables, equipment, real property interests
 (whether owned or leasehold) and securities, other than a sale, lease,
 transfer or other disposal of (a) assets from one Credit Party to another
 Credit Party; (b) assets from Subsidiaries that are not Credit Parties to a
 Credit Party or any Subsidiary of a Credit Party, (c) inventory or equipment
 in the ordinary course of business; (d) obsolete, slow-moving, idle or worn-
 out assets no longer used or useful in the business of such Credit Party or
 the trade-in of equipment for equipment in better condition or of better
 quality; (e) assets which constitute a Permitted Investment in the ordinary
 course of business; and (f) assets of the Credit Parties and their
 Subsidiaries after the Closing Date, in addition to those permitted above in
 this Section 8.5; provided that (i) the transfer is for fair market value,
 (ii) no Default or Event of Default exists either prior to or after giving
 effect thereto and (iii) after giving effect thereto, the aggregate amount
 of all such transfers, calculated on a net book value basis, does not exceed
 ten percent (10%) of Net Worth, as determined on the last day of the most
 recently ended fiscal year of the Borrower.

      8.6  Investments.

      No Credit Party will, nor will it permit its Subsidiaries to, make or
 permit to exist any Investments except for Permitted Investments.

      8.7  Transactions with Affiliates.

      No Credit Party will, nor will it permit its Subsidiaries to, enter
 into any transaction or series of transactions, whether or not in the
 ordinary course of business, with any officer, director, shareholder,
 Subsidiary or Affiliate other than (a) transactions between or among Credit
 Parties, (b) transactions between or among Subsidiaries which are not Credit
 Parties or (c) on terms and conditions substantially as favorable as would
 be obtainable in a comparable arm's-length transaction with a Person other
 than an officer, director, shareholder, Subsidiary or Affiliate.

      8.8  Fiscal Year; Accounting; Organizational Documents.

      No Credit Party will, nor will it permit its Subsidiaries to, (a)
 change its fiscal year, (b) change its accounting procedures, except as a
 result of changes in GAAP and in accordance with Section 1.3 or (c) in any
 manner that would reasonably be likely to adversely affect the rights of the
 Lenders, change its organizational or governing documents.

      8.9  No Limitations.

      No Credit Party will, nor will it permit its Subsidiaries to, directly
 or indirectly, create or otherwise cause, incur, assume, suffer or permit to
 exist or become effective any consensual encumbrance or restriction of any
 kind on the ability of any such Person to (a) pay dividends or make any
 other distribution on any of such Person's Capital Stock, (b) pay any
 Indebtedness owed to any other Credit Party, (c) make loans or advances to
 any other Credit Party or (d) transfer any of its property to any other
 Credit Party, except for encumbrances or restrictions existing under or by
 reason of (i) customary non-assignment provisions in any lease governing a
 leasehold interest and (ii) this Credit Agreement and the other Credit
 Documents.

      8.10 No Other Negative Pledges.

      No Credit Party will, nor will it permit its Subsidiaries to, enter
 into, assume or become subject to any agreement prohibiting or otherwise
 restricting the creation or assumption of any Lien upon its properties or
 assets, whether now owned or hereafter acquired, or requiring the grant
 of any security for such obligation if security is given for some other
 obligation except (a) as set forth in the Credit Documents, (b) in
 connection with any Permitted Lien or any document or instrument governing
 any such Lien, provided that any such restriction contained therein relates
 only to the asset or assets subject to such Lien, (c) customary restrictions
 and conditions contained in any agreement relating to the sale of any assets
 not prohibited hereunder pending the consummation of such sale and
 (d) customary non-assignment provisions in contracts.

      8.11 Restricted Payments.

      No Credit Party will, nor will it permit its Subsidiaries to, make
 any Restricted Payments unless (a) the Borrower is in compliance with the
 financial covenants set forth in Section 7.2 on a Pro Forma Basis giving
 effect to such Restricted Payment, (b) both immediately before and
 immediately after giving effect to such Restricted Payment, no Default or
 Event of Default exists, (c) immediately after giving effect to such
 Restricted Payment, Net Worth is positive and (d) the aggregate amount of
 all Restricted Payments made by the Credit Parties and their Subsidiaries
 after the Closing Date shall not exceed the sum of (i) $400,000,000 plus
 (ii) 25% of Net Income (without deduction for losses) earned for each fiscal
 quarter of the Borrower (beginning with the quarter ending March 31, 2002)
 including the most recent fiscal quarter ending prior to the date of
 determination; provided that during any time that the Leverage Ratio is
 equal to or greater than 2.5 to 1.0 as of the last day of the most recently
 ended fiscal quarter of the Borrower for which the Administrative Agent has
 received the Authorized Officer's certificate in accordance with Section
 7.1(c), the aggregate annual amount of such Restricted Payments shall not
 exceed $50,000,000 per fiscal year (or, if at such time, the aggregate
 amount of Restricted Payments made during the current fiscal year exceeds
 $50,000,000 no additional Restricted Payments shall be made during such
 fiscal year).

                                  SECTION 9

                              EVENTS OF DEFAULT
                              -----------------

      9.1  Events of Default.

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

           (a)  Payment.  Any Credit Party shall default in the payment (i)
      when due of any principal of any of the Loans or any reimbursement
      obligation arising from drawings under Letters of Credit or (ii) within
      three Business Days of when due of any interest on the Loans or any
      fees or other amounts owing hereunder, under any of the other Credit
      Documents or in connection herewith.

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

           (c)  Covenants.  Any Credit Party shall:

                (i)  default in the due performance or observance of any
           term, covenant or agreement contained in Sections 7.2, 7.3, 7.5,
           7.10, 7.11, 7.13 or Section 8 inclusive;

                (ii) default in the due performance or observance by it of
           any term, covenant or agreement contained in Section 7.1 and such
           default shall continue unremedied for a period of five Business
           Days; or

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

           (d)  Other Credit Documents.  (i) Any Credit Party shall default
      in the due performance or observance of any term, covenant or agreement
      in any of the other Credit Documents and such default shall continue
      unremedied for a period of at least 30 days after the earlier of an
      Authorized Officer of a Credit Party becoming aware of such default
      or notice thereof given by the Administrative Agent, (ii) any Credit
      Document shall fail to be in full force and effect or any Credit Party
      shall so assert or (iii) any Credit Document shall fail to give the
      Administrative Agent and/or the Lenders the material rights, powers and
      privileges purported to be created by such Credit Document.

           (e)  Guaranties.  The guaranty given by any Guarantor or any
      provision thereof shall cease to be in full force and effect, or any
      Guarantor or any Person acting by or on behalf of such Guarantor shall
      deny or disaffirm such Guarantor's obligations under such guaranty or
      such Guarantor shall default in the due payment or performance of such
      guaranty.

           (f)  Bankruptcy, etc.  The occurrence of any of the following with
      respect to a Credit Party or any of its Subsidiaries (other than an
      Immaterial Subsidiary) (i) a court or governmental agency having
      jurisdiction in the premises shall enter a decree or order for relief
      in respect of such Person in an involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect,
      or appoint a receiver, liquidator, assignee, custodian, trustee,
      sequestrator, administrator or similar official of such Person or for
      any substantial part of its Property or ordering the winding up or
      liquidation of, or an administrator in respect of, its affairs; or
      (ii) an involuntary case under any applicable bankruptcy, insolvency or
      other similar law now or hereafter in effect is commenced against such
      Person and such petition remains unstayed and in effect for a period of
      60 consecutive days; or (iii) such Person shall commence a voluntary
      case under any applicable bankruptcy, insolvency or other similar law
      now or hereafter in effect, or consent to the entry of an order for
      relief in an involuntary case under any such law, or consent to the
      appointment or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, sequestrator, administrator or similar official of
      such Person or any substantial part of its property or make any general
      assignment for the benefit of creditors; or (iv) such Person shall fail
      generally, or shall admit in writing its inability, to pay its debts
      as they become due or any action shall be taken by such Person in
      furtherance of any of the aforesaid purposes.

           (g)  Defaults under Other Agreements.

                (i)  With respect to any Indebtedness in excess of
           $10,000,000 (other than Indebtedness outstanding under this Credit
           Agreement) of a Credit Party or any of its Subsidiaries (A) such
           Person shall (x) default in any payment (beyond the applicable
           grace period with respect thereto, if any) with respect to any
           such Indebtedness, or (y) default (after giving effect to any
           applicable grace period) in the observance or performance relating
           to such Indebtedness or contained in any instrument or agreement
           evidencing, securing or relating thereto, or any other event or
           condition shall occur or condition exist, the effect of which
           default or other event or condition is to cause, or permit, the
           holder or holders of such Indebtedness (or trustee or agent on
           behalf of such holders, if any) to require any such Indebtedness
           to become due prior to its stated maturity; or (B) any such
           Indebtedness shall be declared due and payable, or required to be
           prepaid other than by a regularly scheduled required prepayment
           prior to the stated maturity thereof; or (C) any such Indebtedness
           shall mature and remain unpaid; or

                (ii) Except with respect to Indebtedness, a Credit Party or
           any of its Subsidiaries shall default in the due performance or
           observance (beyond any applicable grace period with respect
           thereto) of any material obligation or condition of any contract
           or lease to which it is a party and such default (A) shall
           continue unremedied for a period of at least 30 days and (B) could
           reasonably be expected to have a Material Adverse Effect.

           (h)  Judgments.  One or more judgments, orders, or decrees shall
      be entered against any one or more of the Credit Parties and their
      Subsidiaries involving a liability of $10,000,000 or more, in the
      aggregate, (to the extent not paid or covered by insurance provided by
      a carrier who has not denied coverage) and such judgments, orders or
      decrees (i) are the subject of any enforcement proceeding commenced
      by any creditor or (ii) shall continue unsatisfied, undischarged and
      unstayed for a period ending on the first to occur of (A) the last day
      on which such judgment, order or decree becomes final and unappealable
      or (B) 60 days.

           (i)  ERISA.  The occurrence of any of the following events or
      conditions that could reasonably be expected to result in liabilities
      in an aggregate amount in excess of $10,000,000: (i) any "accumulated
      funding deficiency," as such term is defined in Section 302 of ERISA
      and Section 412 of the Code, whether or not waived, shall exist with
      respect to any Plan, or any Lien shall arise on the assets of a Credit
      Party, any Subsidiary of a Credit Party or any ERISA Affiliate in favor
      of the PBGC or a Plan; (ii) an ERISA Event shall occur with respect to
      a Single Employer Plan, which is, in the reasonable opinion of the
      Administrative Agent, likely to result in the termination of such Plan
      for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur
      with respect to a Multiemployer Plan or Multiple Employer Plan, which
      is, in the reasonable opinion of the Administrative Agent, likely to
      result in (A) the termination of such Plan for purposes of Title IV of
      ERISA, or (B) a Credit Party, any Subsidiary of a Credit Party or any
      ERISA Affiliate incurring any liability in connection with a withdrawal
      from such Plan; (iv) any prohibited transaction (within the meaning of
      Section 406 of ERISA or Section 4975 of the Code) or breach of
      fiduciary responsibility shall occur which may subject a Credit
      Party, any Subsidiary of a Credit Party or any ERISA Affiliate to
      any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
      Section 4975 of the Code, or under any agreement or other instrument
      pursuant to which a Credit Party, any Subsidiary of a Credit Party or
      any ERISA Affiliate has agreed or is required to indemnify any Person
      against any such liability; or (v) a Credit Party, any Subsidiary of a
      Credit Party or any ERISA Affiliate fails to pay when due, after the
      expiration of any applicable grace period, any installment payment with
      respect to its withdrawal liability under Section 4201 of ERISA under a
      Multiemployer Plan.

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

      9.2  Acceleration; Remedies.

      Upon the occurrence and during the continuation of an Event of Default,
 the Administrative Agent may or shall, upon the request and direction of the
 Required Lenders, take the following actions without prejudice to the rights
 of the Administrative Agent or any Lender to enforce its claims against the
 Credit Parties, except as otherwise specifically provided for herein:

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

           (b)  Acceleration of Loans.  Declare the unpaid principal of and
      any accrued interest in respect of all Loans, any reimbursement
      obligations arising from drawings under Letters of Credit and any and
      all other Indebtedness or obligations of any and every kind owing by a
      Credit Party to any of the Lenders under the Credit Documents to be
      due whereupon the same shall be immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which
      are hereby waived by the Credit Parties.

           (c)  Cash Collateral.  Direct the Borrower to pay (and the
      Borrower agrees that upon receipt of such notice, or upon the
      occurrence of an Event of Default under Section 9.1(f), it will
      immediately pay) to the Administrative Agent additional cash, to be
      held by the Administrative Agent, for the benefit of the Lenders, in a
      cash collateral account as additional security for the LOC Obligations
      in respect of subsequent drawings under all then outstanding Letters of
      Credit in an amount equal to the maximum aggregate amount which may be
      drawn under all Letters of Credits then outstanding.

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

 Notwithstanding the foregoing, if an Event of Default specified in Section
 9.1(f) shall occur, then the Commitments shall automatically terminate
 and all Loans, all reimbursement obligations under Letters of Credit, all
 accrued interest in respect thereof, all accrued and unpaid fees and other
 indebtedness or obligations owing to the Lenders hereunder shall immediately
 become due and payable without the giving of any notice or other action by
 the Administrative Agent or the Lenders, which notice or other action is
 expressly waived by the Credit Parties.

 Notwithstanding the fact that enforcement powers reside primarily with the
 Administrative Agent, each Lender has, to the extent permitted by law, a
 separate right of payment and shall be considered a separate "creditor"
 holding a separate "claim" within the meaning of Section 101(5) of the
 Bankruptcy Code or any other insolvency statute.

      9.3  Allocation of Payments After Acceleration.

      Notwithstanding any other provisions of this Credit Agreement, after
 the acceleration of the Loans and other obligations owing by the Credit
 Parties to the Lenders hereunder, all amounts collected or received by the
 Administrative Agent or any Lender on account of amounts outstanding under
 any of the Credit Documents shall be paid over or delivered as follows:

           FIRST, to the payment of all reasonable out-of-pocket costs and
      expenses (including without limitation reasonable Attorney Costs) of
      the Administrative Agent or any of the Lenders in connection with
      enforcing the rights of the Lenders under the Credit Documents, pro
      rata as set forth below;

           SECOND, to payment of any fees owed to the Administrative Agent,
      the Issuing Lender or any Lender, pro rata as set forth below;

           THIRD, to the payment of all accrued interest payable to the
      Lenders hereunder, pro rata as set forth below;

           FOURTH, to the payment of the outstanding principal amount of the
      Loans and unreimbursed drawings under Letters of Credit, and to the
      payment or cash collateralization of the outstanding LOC Obligations,
      pro rata as set forth below;

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

           SIXTH,  to any principal amounts outstanding under Hedging
      Agreements between a Credit Party and a Lender or Affiliate of a
      Lender, pro rata as set forth below; and

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

 In carrying out the foregoing, (a) amounts received shall be applied in the
 numerical order provided until exhausted prior to application to the next
 succeeding category; (b) each of the Lenders shall receive an amount equal
 to its pro rata share (based on the proportion that the then outstanding
 Loans, and LOC Obligations held by such Lender bears to the aggregate then
 outstanding Loans and LOC Obligations, or, in the case of clause "SIXTH"
 above, the proportion of then outstanding obligations under Hedging
 Agreements) of amounts available to be applied; and (c) to the extent that
 any amounts available for distribution pursuant to clause "FOURTH" above
 are attributable to the issued but undrawn amount of outstanding Letters
 of Credit, such amounts shall be held by the Administrative Agent in a cash
 collateral account and applied (i) first, to reimburse the Issuing Lender
 from time to time for any drawings under such Letters of Credit and
 (ii) then, following the expiration of all Letters of Credit, to all other
 obligations of the types described in clauses "FOURTH" and "FIFTH" above in
 the manner provided in this Section 9.3.


                                  SECTION 10

                              AGENCY PROVISIONS
                              -----------------

      10.1 Appointment.

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

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

      10.2 Delegation of Duties.

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

      10.3 Exculpatory Provisions.

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

      10.4 Reliance on Communications.

           (a)  The Administrative Agent shall be entitled to rely, and
      shall be fully protected in relying, upon any writing, communication,
      signature, resolution, representation, notice, consent, certificate,
      affidavit, letter, telegram, facsimile, telex or telephone message,
      statement or other document or conversation believed by it to be
      genuine and correct and to have been signed, sent or made by the proper
      Person or Persons, and upon advice and statements of legal counsel
      (including counsel to any Credit Party), independent accountants and
      other experts selected by the Administrative Agent.  The Administrative
      Agent may deem and treat each Lender as the owner of its interests
      hereunder for all purposes unless a written notice of assignment,
      negotiation or transfer thereof shall have been delivered to the
      Administrative Agent in accordance with Section 11.3(b).  The
      Administrative Agent shall be fully justified in failing or refusing
      to take any action under any Credit Document unless it shall first
      receive such advice or concurrence of the Required Lenders as it deems
      appropriate and, if it so requests, it shall first be indemnified to
      its satisfaction by the Lenders against any and all liability and
      expense which may be incurred by it by reason of taking or continuing
      to take any such action.  The Administrative Agent shall in all cases
      be fully protected in acting, or in refraining from acting, under this
      Credit Agreement or any other Credit Document in accordance with a
      request or consent of the Required Lenders or all the Lenders, if
      required hereunder, and such request and any action taken or failure
      to act pursuant thereto shall be binding upon all the Lenders and
      participants, and their respective successors and assigns.  Where this
      Credit Agreement expressly permits or prohibits an action unless the
      Required Lenders otherwise determine, the Administrative Agent shall,
      and in all other instances, the Administrative Agent may, but shall not
      be required to, initiate any solicitation for the consent or a vote of
      the Lenders.

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

      10.5 Notice of Default.

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

      10.6 Non-Reliance on Administrative Agent and Other Lenders.

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

      10.7 Indemnification.

      Whether or not the transactions contemplated hereby are consummated,
 the Lenders shall indemnify upon demand each Agent-Related Person (to the
 extent not reimbursed by or on behalf of any Credit Party and without
 limiting the obligation of any Credit Party to do so), pro rata, and hold
 harmless each Agent-Related Person from and against any and all Indemnified
 Liabilities incurred by it; provided, however, that no Lender shall be
 liable for the payment to any Agent-Related Person of any portion of such
 Indemnified Liabilities resulting from such Agent-Related Person's gross
 negligence or willful misconduct; it being understood that no action taken
 in accordance with the directions of the Required Lenders shall be deemed
 to constitute gross negligence or willful misconduct for purposes of this
 Section 10.7.  Without limitation of the foregoing, each Lender shall
 reimburse the Administrative Agent upon demand for its ratable share of
 any costs or out-of-pocket expenses (including Attorney Costs) incurred
 by the Administrative Agent in connection with the preparation, execution,
 delivery, administration, modification, amendment or enforcement (whether
 through negotiations, legal proceedings or otherwise) of, or legal advice
 in respect of rights or responsibilities under, this Credit Agreement,
 any other Credit Document, or any document contemplated by or referred to
 herein, to the extent that the Administrative Agent is not reimbursed for
 such expenses by or on behalf of the Credit Parties.  The undertaking in
 this Section 10.7 shall survive termination of the Commitments, the payment
 of all Obligations hereunder and the resignation or replacement of the
 Administrative Agent.

      10.8 Administrative Agent in Its Individual Capacity.

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

      10.9 Successor Agent.

      The Administrative Agent may resign as Administrative Agent upon 30
 days' notice to the Lenders.  If the Administrative Agent resigns under
 this Credit Agreement, the Required Lenders shall appoint from among the
 Lenders a successor administrative agent for the Lenders which successor
 administrative agent (such appointment, absent the existence of an Event of
 Default, to be subject to the consent of the Borrower, which consent of the
 Borrower shall not be unreasonably withheld or delayed).  If no successor
 administrative agent is appointed prior to the effective date of the
 resignation of the Administrative Agent, the Administrative Agent may
 appoint, after consulting with the Lenders and the Borrower, a successor
 administrative agent from among the Lenders.  Upon the acceptance of its
 appointment as successor administrative agent hereunder, such successor
 administrative agent shall succeed to all the rights, powers and duties of
 the retiring Administrative Agent and the term "Administrative Agent" shall
 mean such successor administrative agent and the retiring Administrative
 Agent's appointment, powers and duties as Administrative Agent shall be
 terminated.  After any retiring Administrative Agent's resignation hereunder
 as Administrative Agent, the provisions of this Section 10 and Sections 11.5
 and 11.9 shall continue to inure to its benefit as to any actions taken or
 omitted to be taken by it while it was Administrative Agent under this
 Credit Agreement.  If no successor administrative agent has accepted
 appointment as Administrative Agent by the date which is 30 days following a
 retiring Administrative Agent's notice of resignation, the retiring
 Administrative Agent's resignation shall nevertheless thereupon become
 effective and the Lenders shall perform all of the duties of the
 Administrative Agent hereunder until such time, if any, as the Required
 Lenders appoint a successor agent as provided for above.

      10.10     Other Agents; Lead Managers.

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

                                  SECTION 11

                                 MISCELLANEOUS
                                 -------------

      11.1 Notices.

      Except as otherwise expressly provided herein, all notices and other
 communications shall have been duly given and shall be effective (a) when
 delivered, (b) when transmitted via telecopy (or other facsimile device) to
 the number set forth on Schedule 11.1, (c) the Business Day following the
 day on which the same has been delivered prepaid (or subject to an invoice
 arrangement) to a reputable national overnight air courier service, or
 (d) the third Business Day following the day on which the same is sent
 by certified or registered mail, postage prepaid, in each case to the
 respective parties at the address or telecopy numbers set forth on Schedule
 11.1, or at such other address as such party may specify by written notice
 to the other parties hereto.

      11.2 Right of Set-Off; Automatic Debits.

           (a)  In addition to any rights now or hereafter granted under
      applicable law or otherwise, and not by way of limitation of any such
      rights, upon the occurrence of an Event of Default and the commencement
      of remedies described in Section 9.2, each Lender is authorized at any
      time and from time to time, without presentment, demand, protest or
      other notice of any kind (all of which rights being hereby expressly
      waived), to set-off and to appropriate and apply any and all deposits
      (general or special) and any other indebtedness at any time held or
      owing by such Lender (including, without limitation, branches, agencies
      or Affiliates of such Lender wherever located) to or for the credit or
      the account of any Credit Party against obligations and liabilities of
      such Credit Party then due and payable to the Lenders hereunder, under
      the Notes, the other Credit Documents or otherwise, irrespective of
      whether the Administrative Agent or the Lenders shall have made any
      demand hereunder and although such obligations, liabilities or claims,
      or any of them, may be contingent or unmatured, and any such set-off
      shall be deemed to have been made immediately upon the occurrence of an
      Event of Default and the commencement of remedies described in Section
      9.2, even though such charge is made or entered on the books of such
      Lender subsequent thereto.

           (b)  In addition to clause (a) above, with respect to any
      principal or interest payment, fee, or any other cost or expense
      (including Attorney Costs), due and payable to the Administrative Agent
      or the Lenders under the Credit Documents, the Credit Parties hereby
      irrevocably authorize and direct the Administrative Agent to debit any
      deposit account of the Credit Parties with the Administrative Agent (as
      one of the Lenders) in an amount such that the aggregate amount debited
      from all such deposit accounts does not exceed such payment, fee, or
      other cost or expense.  If there are insufficient funds in such deposit
      accounts to cover the amount of the payment, fee, other cost or expense
      then due, such debits will be reversed (in whole or in part, in the
      Administrative Agent's sole discretion) and such amount not debited
      shall be deemed to be unpaid.  No such debit under this Section 11.2(b)
      shall be deemed a set-off.

      11.3 Benefit of Agreement.

           (a)  Generally. The provisions of this Credit Agreement shall be
      binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns permitted hereby, except that none of
      the Credit Parties may assign or otherwise transfer any of its rights
      or obligations hereunder without the prior written consent of each
      Lender and no Lender may assign or otherwise transfer any of its
      rights or obligations hereunder except (i) to an Eligible Assignee
      in accordance with the provisions of Section 11.3(b), (ii) by way of
      participation in accordance with the provisions of Section 11.3(d) or
      (iii) by way of pledge or assignment of a security interest subject to
      the restrictions of Section 11.3(f) (and any other attempted assignment
      or transfer by any party hereto shall be null and void).  Nothing in
      this Credit Agreement, expressed or implied, shall be construed to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby, Participation Purchasers to
      the extent provided in Section 11.3(d) and, to the extent expressly
      contemplated hereby, the Related Parties of each of the Administrative
      Agent and the Lenders) any legal or equitable right, remedy or claim
      under or by reason of this Credit Agreement.

           (b)  Assignments. Any Lender may at any time assign to one or more
      Eligible Assignees all or a portion of its rights and obligations under
      this Credit Agreement (including all or a portion of its Commitment and
      the Loans at the time owing to it); provided that (i) except in the
      case of an assignment of the entire remaining amount of the assigning
      Lender's Commitment and the Loans at the time owing to it or in the
      case of an assignment to a Lender or an Affiliate of a Lender, the
      aggregate amount of the Commitment (which for this purpose includes
      Loans outstanding thereunder) or, if the applicable Commitment is not
      then in effect, the principal outstanding balance of the Loan of the
      assigning Lender subject to each such assignment (determined as of the
      date the Assignment and Assumption with respect to such assignment is
      delivered to the Administrative Agent or, if "Trade Date" is specified
      in the Assignment and Assumption, as of the Trade Date) shall not be
      less than $5,000,000 unless each of the Administrative Agent and, so
      long as no Default or Event of Default has occurred and is continuing,
      the Borrower otherwise consent (each such consent not to be
      unreasonably withheld or delayed); (ii) each partial assignment shall
      be made as an assignment of a proportionate part of all the assigning
      Lender's rights and obligations under this Credit Agreement with
      respect to the Loan or the Commitment assigned; (iii) any assignment
      of a Commitment to make Revolving Loans must be approved by the
      Administrative Agent and the Issuing Lender and the Swing Line Lender
      (such approval not to be unreasonably withheld) unless the Person that
      is the proposed assignee is itself a Lender with a Commitment to make
      Revolving Loans (whether or not the proposed assignee would otherwise
      qualify as an Eligible Assignee); and (iv) the parties to each
      assignment shall execute and deliver to the Administrative Agent an
      Assignment and Assumption, together with a processing and recordation
      fee of $3,500 (which fee shall not be payable or reimbursable by
      any Credit Party), and the Eligible Assignee, if it shall not be
      a Lender, shall deliver to the Administrative Agent an Administrative
      Questionnaire.  Subject to acceptance and recording thereof by the
      Administrative Agent pursuant to Section 11.3(c), from and after
      the effective date specified in each Assignment and Assumption, the
      Eligible Assignee thereunder shall be a party to this Credit Agreement
      and, to the extent of the interest assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under this
      Credit Agreement, and the assigning Lender thereunder shall, to the
      extent of the interest assigned by such Assignment and Assumption, be
      released from its obligations under this Credit Agreement (and, in the
      case of an Assignment and Assumption covering all of the assigning
      Lender's rights and obligations under this Credit Agreement, such
      Lender shall cease to be a party hereto) but shall continue to be
      entitled to the benefits of Sections 3.12, 3.13, 3.14 and 11.5 with
      respect to facts and circumstances occurring prior to the effective
      date of such assignment.  Any assignment or transfer by a Lender of
      rights or obligations under this Credit Agreement that does not comply
      with this Section 11.3(b) shall be treated for purposes of this Credit
      Agreement as a sale by such Lender of a participation in such rights
      and obligations in accordance with Section 11.3(d).

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

           (d)  Participations.  Any Lender may at any time, without the
      consent of, or notice to, the Borrower or the Administrative Agent,
      sell participations to any Person (other than a natural person or the
      Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a
      "Participation Purchaser") in all or a portion of such Lender's rights
      and/or obligations under this Credit Agreement (including all or a
      portion of its Commitment and/or the Loans owing to it); provided that
      (i) such Lender's obligations under this Credit Agreement shall remain
      unchanged, (ii) such Lender shall remain solely responsible to the
      other parties hereto for the performance of such obligations and
      (iii) the Borrower, the Administrative Agent and the other Lenders
      shall continue to deal solely and directly with such Lender in
      connection with such Lender's rights and obligations under this Credit
      Agreement.  Any agreement or instrument pursuant to which a Lender
      sells such a participation shall provide that such Lender shall retain
      the sole right to enforce this Credit Agreement and to approve any
      amendment, modification or waiver of any  provision of this Credit
      Agreement; provided that such agreement or instrument may provide that
      such Lender will not, without the consent of the Participation
      Purchaser, agree to any amendment, modification or waiver that
      decreases the amount of principal of or the rate at which interest is
      payable on such Loans, decreases the rate of the Facility Fees or the
      Letter of Credit Fees, extends any scheduled principal payment date or
      date fixed for the payment of interest on such Loans, extends its
      Commitment or releases the Borrower or all or substantially all of the
      Guarantors from its or their respective obligations under the Credit
      Documents.  Subject to Section 11.3(e), the Borrower agrees that each
      Participation Purchaser shall be entitled to the benefits of Sections
      3.9 through 3.15, inclusive, to the same extent as if it were a Lender
      and had acquired its interest by assignment pursuant to Section
      11.3(b).  To the extent permitted by law, each Participation Purchaser
      also shall be entitled to the benefits of Section 11.2  as though it
      were a Lender, provided such Participation Purchaser agrees to be
      subject to Section 3.8 as though it were a Lender.

           (e)  Additional Limitation on Participation Purchasers' Rights.  A
      Participation Purchaser shall not be entitled to receive any greater
      payment under Sections 3.9 through 3.15, inclusive, than the applicable
      Lender would have been entitled to receive with respect to the
      participation sold to such Participation Purchaser, unless the sale of
      the participation to such Participation Purchaser is made with the
      Borrower's prior written consent.  A Participation Purchaser that is a
      "foreign corporation, partnership or trust" within the meaning of the
      Code shall not be entitled to the benefits of Section 3.13 unless the
      Borrower is notified of the participation sold to such Participation
      Purchaser and such Participation Purchaser agrees, for the benefit of
      the Borrower, to comply with Section 3.13(e) as though it were a
      Lender.

           (f)  Unrestricted Assignments.  Any Lender may at any time pledge
      or assign a security interest in all or any portion of its rights under
      this Credit Agreement to secure obligations of such Lender, including
      without limitation any pledge or assignment to secure obligations to a
      Federal Reserve Bank; provided that no such pledge or assignment shall
      release such Lender from any of its obligations hereunder or substitute
      any such pledgee or assignee for such Lender as a party hereto.

           (g)  Information.  Any Lender may furnish any information
      concerning the Credit Parties or any of their Subsidiaries in the
      possession of such Lender from time to time to assignees and
      Participation Purchaser (including prospective assignees and
      Participation Purchasers), subject, however, to the provisions of
      Section 11.14.

           (h)  CLO's.  Notwithstanding anything to the contrary contained
      herein, any Lender, (a "Granting Lender") may grant to a special
      purpose funding vehicle (an "SPC") the option to fund all or any part
      of any Loan that such Granting Lender would otherwise be obligated to
      fund pursuant to this Credit Agreement; provided that (i) nothing
      herein shall constitute a commitment by any SPC to fund any Loan, (ii)
      if an SPC elects not to exercise such option or otherwise fails to fund
      all or any part of such Loan, the Granting Lender shall be obligated to
      fund such Loan pursuant to the terms hereof, (iii) no SPC shall have
      any voting rights pursuant to Section 11.6 and (iv) with respect to
      notices, payments and other matters hereunder, the Credit Parties, the
      Administrative Agent and the Lenders shall not be obligated to deal
      with an SPC, but may limit their communications and other dealings
      relevant to such SPC to the applicable Granting Lender.  The funding
      of a Loan by an SPC hereunder shall utilize the Loan Commitment of the
      Granting Lender to the same extent that, and as if, such Loan were
      funded by such Granting Lender.  Each party hereto hereby agrees that
      no SPC shall be liable for any indemnity or payment under this Credit
      Agreement for which a Lender would otherwise be liable for so long as,
      and to the extent, the Granting Lender provides such indemnity or makes
      such payment.  Notwithstanding anything to the contrary contained in
      this Credit Agreement, any SPC may disclose on a confidential basis any
      non-public information relating to its funding of Loans to any rating
      agency, commercial paper dealer or provider of any surety or guarantee
      to such SPC.  This clause (h) may not be amended without the prior
      written consent of each Granting Lender, all or any part of whose Loan
      is being funded by an SPC at the time of such amendment.

           (i)  Notwithstanding anything to the contrary contained herein,
      if at any time Bank of America assigns all of its Commitment and Loans
      pursuant to subsection (b) above, Bank of America may, (i) upon 30
      days' notice to the Borrower and the Lenders, resign as Issuing Lender
      and/or (ii) upon five (5) Business Days' notice to the Borrower,
      terminate its Swing Line Commitment.  In the event of any such
      resignation as Issuing Lender or termination of its Swing Line
      Commitment, the Borrower shall be entitled to appoint from among the
      Lenders a successor Issuing Lender or Swing Line Lender hereunder;
      provided, however, that no failure by the Borrower to appoint any such
      successor shall affect the resignation of Bank of America as Issuing
      Lender or the termination of its Swing Line Commitment, as the case may
      be.  Bank of America shall retain all the rights and obligations of
      the Issuing Lender hereunder with respect to all Letters of Credit
      outstanding as of the effective date of its resignation as Issuing
      Lender and all LOC Obligations with respect thereto (including the
      right to require the Lenders to make Revolving Loans or fund their
      Participation Interests pursuant to Section 2.2).  If Bank of America
      terminates its Swing Line Commitment, it shall retain all the rights of
      the Swing Line Lender provided for hereunder with respect to Swing Line
      Loans made by it and outstanding as of the effective date of such
      termination, including the right to require the Lenders to make
      Revolving Loans or fund their Participation Interests in outstanding
      Swing Line Loans pursuant to Section 2.3.

      11.4 No Waiver; Remedies Cumulative.

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

      11.5 Payment of Expenses; Indemnification.

      The Credit Parties agree to:  (a) pay all reasonable out-of-pocket
 costs and expenses of (i) the Agent-Related Persons in connection with
 (A) the negotiation, preparation, execution and delivery, syndication and
 administration of this Credit Agreement and the other Credit Documents and
 the documents and instruments referred to therein (including, without
 limitation, the reasonable fees and expenses of Moore & Van Allen, special
 counsel to the Administrative Agent) and (B) any amendment, waiver or
 consent relating hereto and thereto including, but not limited to, any such
 amendments, waivers or consents resulting from or related to any work-out,
 renegotiation or restructure relating to the performance by the Credit
 Parties under this Credit Agreement, and (ii) the Agent-Related Persons and
 the Lenders in connection with (A) enforcement of the Credit Documents and
 the documents and instruments referred to therein, including, without
 limitation, in connection with any such enforcement, the reasonable
 Attorneys' Costs of the Administrative Agent and each of the Lenders and
 (B) any bankruptcy or insolvency proceeding of any Credit Party, and (b)
 indemnify the Agent-Related Persons and each Lender, its officers,
 directors, employees, representatives, counsel and agents from and hold each
 of them harmless against any and all losses, liabilities, claims, damages or
 expenses incurred by any of them as a result of, or arising out of, or in
 any way related to, or by reason of, any investigation, litigation or other
 proceeding (whether or not such Agent-Related Person or any Lender is a
 party thereto) related to (x) the syndication, the entering into and/or
 performance of any Credit Document (and any commitment letters related
 thereto) or the use of proceeds of any Loans (including other extensions of
 credit) hereunder or the consummation of any other transactions contemplated
 in any Credit Document, including, without limitation, reasonable Attorneys'
 Costs incurred in connection with any such investigation, litigation or
 other proceeding (but excluding any such losses, liabilities, claims,
 damages or expenses to the extent incurred by reason of gross negligence or
 willful misconduct on the part of the Person to be indemnified and excluding
 taxes, duties, levies, imposts, deductions, assessments, fees, withholdings
 or similar charges (as to which Section 3.13 shall govern)) and (y) any
 Environmental Claim (all of the foregoing, collectively, "Indemnified
 Liabilities").  The agreements in this Section 11.5 shall survive the
 termination of the Commitments and the repayment of the Credit Party
 Obligations.

      11.6 Amendments, Waivers and Consents.

      Neither this Credit Agreement  nor any other Credit Document nor any of
 the terms hereof or thereof may be amended, changed, waived, discharged or
 terminated unless such amendment, change, waiver, discharge or termination
 is in writing and signed by the Required Lenders and the then Credit
 Parties; provided that no such amendment, change, waiver, discharge or
 termination shall without the consent of each Lender affected thereby:

           (a)  extend the Maturity Date;

           (b)  reduce the rate or extend the time of payment of interest
      (other than as a result of waiving the applicability of any post-
      default increase in interest rates) thereon or fees hereunder;

           (c)  reduce or waive the principal amount of any Loan;

           (d)  increase or extend the Commitment of a Lender (it being
      understood and agreed that a waiver of any Default or Event of Default
      or a waiver of any mandatory reduction in the Commitments shall not
      constitute a change in the terms of any Commitment of any Lender);

           (e)  release the Borrower from its obligations or consent to the
      assignment or transfer by the Borrower of any of its rights and
      obligations under (or in respect of) the Credit Documents or release
      all or substantially all of the Guarantors from their respective
      obligations under the Credit Documents;

           (f)  amend, modify or waive any provision of this Section 11.6 or
      Section 3.4(a), 3.4(b)(i), 3.7, 3.8, 9.1(a), 11.2 or 11.5; or

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

 Notwithstanding the above, (i) no provisions of Section 10 or Section 11.3
 may be amended or modified without the consent of the Administrative Agent,
 (ii) no provisions of Section 2.2 may be amended or modified without the
 consent of the Issuing Lender and (iii) no provisions of Section 2.3 may be
 amended or modified without the consent of the Swing Line Lender.

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

      11.7 Counterparts/Telecopy.

      This Credit Agreement may be executed in any number of counterparts,
 each of which when so executed and delivered shall be an original, but all
 of which shall constitute one and the same instrument.  Delivery of executed
 counterparts by telecopy shall be as effective as an original and shall
 constitute a representation that an original will be delivered.

      11.8 Headings.

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

      11.9 Survival of Indemnification and Representations and Warranties.

      All indemnities set forth herein and all representations and warranties
 made herein shall survive the execution and delivery of this Credit
 Agreement, the making of the Loans, the issuance of the Letters of Credit
 and the repayment of the Loans, LOC Obligations and other obligations and
 the termination of the Commitments hereunder.

      11.10     Governing Law; Venue; Jurisdiction.

           (a)  THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
      RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
      GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF ILLINOIS.  Any legal action or proceeding with respect
      to this Credit Agreement or any other Credit Document may be brought
      in the courts of the State of Illinois or of the United States for the
      Northern District of Illinois, Eastern Division, and, by execution and
      delivery of this Credit Agreement, each Credit Party hereby irrevocably
      accepts for itself and in respect of its Property, generally and
      unconditionally, the jurisdiction of such courts.  Each Credit Party
      irrevocably consents to the service of process in any action or
      proceeding with respect to this Credit Agreement or any other Credit
      Document by the mailing of copies thereof by registered or certified
      mail, postage prepaid, to it at the address for notices pursuant to
      Section 11.1, such service to become effective 10 days after such
      mailing.  Nothing herein shall affect the right of a Lender to serve
      process in any other manner permitted by law or to commence legal
      proceedings or otherwise proceed against a Credit Party in any other
      jurisdiction.  Each Credit Party agrees that a final judgment in any
      action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided
      by law; provided that nothing in this Section 11.10(a) is intended to
      impair a Credit Party's right under applicable law to appeal or seek a
      stay of any judgment.

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

      11.11     Waiver of Jury Trial; Waiver of Consequential Damages.

      EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES
 ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
 OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT
 DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.  Each party hereto
 agrees not to assert any claim against any other party hereto, any of
 their Affiliates, or any of their respective directors, officers, employees,
 attorneys or agents, on any theory of liability, for special, indirect,
 consequential or punitive damages arising out of or otherwise relating to
 any of the transactions contemplated herein.

      11.12     Severability.

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

      11.13     Further Assurances.

      The Credit Parties agree, upon the request of the Administrative Agent,
 to promptly take such actions, as reasonably requested, as is necessary to
 carry out the intent of this Credit Agreement and the other Credit
 Documents.

      11.14     Confidentiality.

      Each Lender agrees that it will use its reasonable best efforts to keep
 confidential and to cause any representative designated under Section 7.10
 to keep confidential any non-public information from time to time supplied
 to it under any Credit Document; provided, however, that nothing herein
 shall prevent the disclosure of any such information to (a) the extent a
 Lender in good faith believes such disclosure is required by Requirement of
 Law, (b) counsel for a Lender or to its accountants, (c) bank examiners or
 auditors or comparable Persons, (d) any Affiliate of a Lender (it being
 understood that the Persons to whom such disclosure is made will be informed
 of the confidential nature of such Information and instructed to keep such
 Information confidential), (e) any other Lender, or any assignee, transferee
 or Participation Purchaser, or any potential assignee, transferee or
 Participation Purchaser, of all or any portion of any Lender's rights under
 this Credit Agreement who is notified of the confidential nature of the
 information or (f) to any other Person to the extent required by applicable
 laws or regulations or by any subpoena or similar legal process.  No Lender
 shall have any obligation under this Section 11.14 to the extent any such
 information becomes available on a non-confidential basis from a source
 other than a Credit Party or that any information becomes publicly available
 other than by a breach of this Section 11.14 by any Lender or representative
 thereof.

      11.15     Entirety.

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

      11.16     Binding Effect; Continuing Agreement.

           (a)  This Credit Agreement shall become effective at such time
      when all of the conditions set forth in Section 5.1 have been satisfied
      or waived by the Lenders and it shall have been executed by the
      Borrower and the Administrative Agent, and the Administrative Agent
      shall have received copies hereof (telefaxed or otherwise) which, when
      taken together, bear the signatures of each Lender, and thereafter this
      Credit Agreement shall be binding upon and inure to the benefit of the
      Borrower, each Guarantor, the Administrative Agent and each Lender and
      their respective successors and assigns.

           (b)  This Credit Agreement shall be a continuing agreement and
      shall remain in full force and effect until all Loans, LOC Obligations,
      interest, fees and other Credit Party Obligations have been paid in
      full and all Commitments and Letters of Credit have been terminated.
      Upon termination, the Credit Parties shall have no further obligations
      (other than the indemnification provisions that survive) under the
      Credit Documents; provided that should any payment, in whole or in
      part, of the Credit Party Obligations be rescinded or otherwise
      required to be restored or returned by the Administrative Agent or any
      Lender, whether as a result of any proceedings in bankruptcy or
      reorganization or otherwise, then the Credit Documents shall
      automatically be reinstated and all amounts required to be restored or
      returned and all costs and expenses incurred by the Administrative
      Agent or any Lender in connection therewith shall be deemed included as
      part of the Credit Party Obligations.



                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      Each of the parties hereto has caused a counterpart of this Credit
 Agreement to be duly executed and delivered as of the date first above
 written.

 BORROWER:
 --------                 FIRST HEALTH GROUP CORP.,
                          a Delaware corporation

                          By:
                          Name:  Joseph E. Whitters
                          Title:  Chief Financial Officer

 GUARANTOR:
 ---------                CCN MANAGED CARE, INC.,
                          a Delaware corporation

                          By:
                          Name:  Joseph E. Whitters
                          Title:  Treasurer and Chief Financial Officer



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

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________

 LENDERS:
 -------                  BANK OF AMERICA, N.A.

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          BANK ONE, NA

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          SUNTRUST BANK

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          LASALLE BANK NATIONAL ASSOCIATION

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          BNP PARIBAS

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________


                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________




                          NATIONAL CITY BANK OF MICHIGAN/ILLINOIS

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          THE BANK OF NEW YORK

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          BANK HAPOALIM

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________


                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          UNION BANK OF CALIFORNIA, N.A.

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          U.S. BANK, NATIONAL ASSOCIATION

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          MIZUHO CORPORATE BANK, LTD.

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          CITICORP USA, INC.

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________




                          THE NORTHERN TRUST COMPANY

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



                          SOCIETE GENERALE

                          By:    ________________________________
                          Name:  ________________________________
                          Title: ________________________________



*****************************************************************************

                      CREDIT AGREEMENT SCHEDULES & EXHIBITS

*****************************************************************************
                                                              Schedule 1.1(a)


                               SCHEDULE 1.1(a)

              LENDERS AND REVOLVING LOAN COMMITMENT PERCENTGATES
              --------------------------------------------------

                                                                   Principal
                                              Revolving Loan       Amount of
                                                Commitment      Revolving Loan
                                                Percentage         Committed
                   Lender                                           Amount
   --------------------------------------------------------------------------
   Bank of America, N.A.                      11.666666668%    $46,666,666.67
   Bank of America Corporate Center
   100 N. Tryon Street, 17th Floor
   Attn:  Joseph L. Corah
   Tel:  704.386.5976
   Fax:  704.388.6002

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

   BNP Paribas                                10.000000000%    $40,000,000.00
   787 7th Avenue
   New York, NY  10019
   Attn:  Brock Harris
   Tel:  212.841.2069
   Fax:  212.841.2292

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

   National City Bank of                       5.000000000%    $20,000,000.00
   Michigan/Illinois
   2021 Spring Road, Suite 600
   Oak Brook, IL  60523
   Attn:  Joel R. Warland, Vice President
   Tel:  630.954.3122
   Fax:  630.954.3736

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

   The Bank of New York                        6.250000000%    $25,000,000.00
   One Wall Street
   New York, NY  10286
   Attn:  Patrick Vatel
   Tel:  212.635.7882
   Fax:  212.635.1481

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

   Bank Hapoalim                               2.500000000%    $10,000,000.00
   225 N. Michigan Avenue
   Suite 900
   Chicago, IL  60601
   Attn:  Michael J. Byrne
   Tel:  312.228.64
   Fax:  312.228.6490

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

   Union Bank of California, N.A.              3.750000000%    $15,000,000.00
   445 South Figueroa Street, 18th Floor
   Los Angeles, CA  90071
   Attn:  Scott Jessup
   Tel:  213.236.4023
   Fax:  213.236.7814

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

   U.S. Bank, N.A.                             5.000000000%    $20,000,000.00
   777 E. Wisconsin Avenue
   MK-FC-GLCB
   Milwaukee, WI  53202
   Attn:  Matthew J. Schulz
   Tel:  414.765.5724
   Fax:  414.765.4632

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

   Mizuho Corporate Bank, Ltd.                 6.250000000%    $25,000,000.00
   227 West Monroe Street
   Suite 2600
   Chicago, IL  60606
   Attn:  Thomas Danielson
   Tel:  312.855.8479
   Fax:  312.855.8200

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

   CitiCorp USA, Inc.                          6.250000000%    $25,000,000.00
   390 Greenwich Street
   19th Floor
   New York, NY  10013
   Attn:  Allen Fisher
   Tel:  212.723.6708
   Fax:  212.723.8544

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

   Bank One, NA                               11.666666668%    $46,666,666.67
   Mail Code:  IL1-0544
   1 Bank One Plaza
   Chicago, IL  60670
   Attn:  Jeanne Perkins
   Tel:  312.732.4606
   Fax:  312.732.2016

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

   SunTrust Bank                              11.666666668%    $46,666,666.66
   201 4th Avenue North
   3rd Floor
   Nashville, TN  37219
   Attn:  Bill Priester
   Tel:  615.748.5969
   Fax:  615.748.5269

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

   LaSalle Bank National Association          10.000000000%    $40,000,000.00
   135 South La Salle Street
   Suite 1126
   Chicago, IL  60603
   Attn:  Betty Latson
   Tel:  312.904.2738
   Fax:  312.904.6546

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

   The Northern Trust Company                  6.250000000%    $25,000,000.00
   50 South LaSalle Street
   Chicago, IL  60675
   Attn:  Ron Mallicoat
   Tel:  312.444.3428
   Fx:  312.444.7997

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

   Societe Generale                            3.750000000%    $15,000,000.00
   1221 Avenue of the Americas
   New York, New York  10020
   Attn:  Richard Bernal
   Tel:  212.278.6292
   Fx:    212.278.7862

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

   --------------------------------------------------------------------------
                    TOTAL                           100.00%   $400,000,000.00
   --------------------------------------------------------------------------

<PAGE>
*****************************************************************************
                                                              Schedule 2.2(c)



                         Letters of Credit Outstanding
                                as of 3/31/02


                         Date                          Face      Expiry
   Issuer       LC #    Issued    Beneficiary         Amount      Date
------------ ---------- ------- ------------------  ---------   -------
LaSalle Bank 9200101807 9/25/97 New York State      5,000,000   6/30/02
                                Elderly
                                Pharmaceutical
                                Insurance
                                Coverage Program


LaSalle Bank S520046    11/8/99 Banks Richmond L.P.  2,500,000   7/1/02


LaSalle Bank S537062    1/31/02 Lumbermans Mutual      224,000  Automatically
                                Casualty Company                renews annually
                                                                until 3/1/07
                                                                unless notice
                                                                is given
*****************************************************************************
                                                                Schedule 6.24


                                     Indebtedness
                                     as of 12/31/01




 Letters of Credit                    500,000
  1.  Lender: Bank One
      LC#: 00321256
      Date Issued:  8/10/99
      Beneficiary:  College Road Associates
      Expiry Date:  8/10/04


  2.  Lender: LaSalle Bank             94,203
      LC#: S533348
      Date Issued:  7/31/01
      Beneficiary:  One Cabot Road Hudson, LLC
      Expiry Date:  Automatically renews until
                    2/28/02 unless notice is given


*****************************************************************************
                                                                 Schedule 8.2


                                     Liens
                                     as of 12/31/01
                                     (in 000's)


 State of California income taxes 1992  1,207




 Note:
   1) California tax amount above is in dispute; First Health is currently
      contesting the audit decision.


*****************************************************************************
                                                                 Schedule 8.6


                                        Investments
                                       as of 12/31/01
                                         (in 000's)


 Marketable Securities:
   U.S. Government securities               20,130
   State and municipal securities            6,437
   Foreign government securities               438
   Corporate securities                     30,134
   Mortgage and asset-backed securities      3,974
   Equity securities                         7,034
                                            ------
 Total Marketable Securities                68,147
                                            ------

 Other Investments:
   Triton Container Investments L.L.C       47,054
   Delphi Ventures V, L.P.                   6,000
   FFT Partners I, L.P.                      2,151
                                            ------
 Total Other Investments                    55,205
                                            ------

 Total Investments                         123,352
                                           =======

*****************************************************************************
                                                                Schedule 11.1

                                SCHEDULE 11.1

                                   NOTICES


 Borrower or Guarantors:
 -----------------------
 First Health Group Corp.
 3200 Highland Avenue
 Downers Grove, Illinois  60515
 Attn:     Joseph E. Whitters, CFO

 Telephone:     (630) 241-7510
 Facsimile:     (630) 719-0093

 Administrative Agent:
 --------------------
 Bank of America, N.A.,
 as Administrative Agent
 101 North Tryon Street
 NC1-001-15-04
 Charlotte, North Carolina 28255
 Attn:     Wade Duncan

 Telephone:     (704) 388-2374
 Facsimile:     (704) 409-0619

 with a copy to:

 Bank of America, N.A.
 Bank of America Corporate Center
 100 N. Tryon Street, 17th Floor
 Attn:  Joseph L. Corah
 Telephone:  (704) 386.5976
 Facsimile:  (704) 388.6002

 Lenders:
 -------
 As provided on Schedule 1.1(a)


*****************************************************************************
                                                               Exhibit 2.1(b)



                             NOTICE OF BORROWING

 TO:       BANK OF AMERICA, N.A., as Administrative Agent
           101 North Tryon Street
           NC1-001-15-04
           Charlotte, North Carolina 28255

 RE:       Credit Agreement dated as of April 23, 2002 among  First
           Health   Group   Corp.    (the   "Borrower"),    certain
           Subsidiaries of the Borrower as Guarantors, the  Lenders
           identified  therein  and  Bank  of  America,  N.A.,   as
           Administrative  Agent  (as  the  same  may  be  amended,
           modified, extended or  restated from time  to time,  the
           "Credit Agreement")

 DATE:          April 23, 2002
 ____________________________________________________________________________


 1.   This Notice of Borrowing  is made pursuant to  the terms of the  Credit
      Agreement.  All capitalized terms used herein unless otherwise  defined
      shall have the meanings set forth in the Credit Agreement.

 2.   Please be advised that the Borrower  is requesting a Revolving Loan  in
      the amount  of $133,000,000  to be  funded  on April  23, 2002  at  the
      interest rate option set forth in paragraph 3 below.

 3.   The interest rate  option applicable  to the  requested Revolving  Loan
      shall be equal to:

      a.   ____X____  the Base Rate

      b.   ________  the Adjusted Eurodollar Rate for an
                     Interest Period of:

                     ________  one month
                     ________  two months
                     ________  three months
                     ________  six months

 4.   Immediately  after  giving  effect  to  the  making  of  the  requested
      Revolving Loan and the application of the proceeds thereof, (i) the sum
      of the  principal  amount  of  Revolving  Loans  outstanding  plus  LOC
      Obligations outstanding  plus  Swing  Line Loans  outstanding  will  be
      $140,724,000, which is less  than or equal  to the Revolving  Committed
      Amount; (ii) the sum  of outstanding LOC  obligations shall not  exceed
      the LOC Committed Amounts and (iii)  the sum of outstanding Swing  Line
      Loans shall not exceed the Swing Line Committed Amount.

 5.   On and as of the date of  the funding of the requested Revolving  Loan,
      the representations and warranties  made by the  Credit Parties in  any
      Credit Document are true and correct in all material respects except to
      the extent they expressly and exclusively relate to an earlier date.

 6.   No Default  or Event  of Default  exists or  is continuing  or will  be
      caused by giving effect to this Notice of Borrowing.



                          FIRST HEALTH GROUP CORP.,
                          a Delaware corporation

                          By:  /s/ Joseph E. Whitters
                          Name:    Joseph E. Whitters
                          Title:   Chief Financial Officer

*****************************************************************************
                                                               Exhibit 7.1(c)

                            OFFICER'S CERTIFICATE
                            ---------------------

 TO:  BANK OF AMERICA, N.A., as Administrative Agent
      101 North Tryon Street
      NC1-001-15-04
      Charlotte, North Carolina 28255

 RE:  Credit Agreement  dated  as of  April  23, 2002  among  First
      Health Group  Corp.  (the  "Borrower"),  the  Guarantors  (as
      defined therein), the Lenders  (as defined therein) and  Bank
      of America, N.A., as Administrative Agent and Issuing  Lender
      (as the same may be  amended, modified, extended or  restated
      from time to  time, the "Credit  Agreement"; all  capitalized
      terms used herein  and not otherwise  defined shall have  the
      meanings set forth in the Credit Agreement)

 DATE :  April 23, 2002
 ----------------------------------------------------------------------------

      Pursuant to the  terms of Section  5.1(h) of the  Credit Agreement,  I,
 Joseph E. Whitters, Chief Financial Officer of the Borrower hereby  certify,
 on behalf of the Borrower and not in my individual capacity, that, as of the
 date hereof:

      a.   The Credit Parties and each of their Subsidiaries are in  material
   compliance  with  all  existing  financial  obligations  in  all  material
   respects.

      b.   No action, suit, investigation or proceeding is pending or, to the
   knowledge  of any  Credit Party,  threatened in  any court  or before  any
   arbitrator or  Governmental Authority that purports  to affect the  Credit
   Parties, any of their Subsidiaries or any transaction contemplated by  the
   Credit Documents, if such action, suit, investigation or proceeding  could
   reasonably be expected to have a Material Adverse Effect.

      c.   The  financial  statements  and   information  delivered  to   the
   Administrative Agent on or before  the Closing Date were prepared in  good
   faith and in accordance with GAAP.

      d.   Immediately after giving effect to the Credit Agreement, the other
   Credit Documents  and all the transactions  contemplated therein to  occur
   on the date hereof, (i) the  Borrower is Solvent and the Borrower and  its
   Subsidiaries taken  as a whole are  Solvent, (ii) no  Default or Event  of
   Default exists, (iii) all representations and warranties contained in  the
   Credit Agreement and  in the other Credit  Documents are true and  correct
   in all  material respects and  (iv) the Credit  Parties are in  compliance
   with each  of the  financial covenants  set forth  in Section  7.2 of  the
   Credit Agreement.

      e.   The amount  of  EBITDA for  such  fiscal period  attributable  to,
   without  duplication,  (A) Persons   that  are  not  Credit  Parties   and
   (B) minority interests is $6,979,000.


                               FIRST HEALTH GROUP CORP.,
                               a Delaware corporation

                               By: /s/ Joseph E. Whitters
                               Name:   Joseph E. Whitters
                               Title:  Chief Financial Officer