<PAGE>   1
                                                                 Exhibit 10.3

                            OXFORD HEALTH PLANS, INC.

                                CREDIT AGREEMENT



                  This CREDIT AGREEMENT is dated as of December 22, 2000 and
entered into by and among OXFORD HEALTH PLANS, INC., a Delaware corporation
("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually referred to herein as a "LENDER" and collectively as
"LENDERS"), CREDIT SUISSE FIRST BOSTON, as administrative agent for Lenders (in
such capacity, "ADMINISTRATIVE AGENT"), DEUTSCHE BANK SECURITIES INC., as
syndication agent for Lenders (in such capacity, "SYNDICATION AGENT"), and
CREDIT LYONNAIS NEW YORK BRANCH, as documentation agent for Lenders (in such
capacity, "DOCUMENTATION AGENT").

                                 R E C I T A L S

                  WHEREAS, Company has entered into an Exchange and Repurchase
Agreement, dated October 25, 2000 (the "EXCHANGE AND REPURCHASE AGREEMENT"),
with certain holders of its Cumulative Preferred Stock, Series A Warrants and
Series B Warrants pursuant to which, among other things, Company has agreed (i)
to pay all accumulated and unpaid dividends on its outstanding Series D and
Series E Cumulative Preferred Stock, (ii) to repurchase a portion of its Series
D Cumulative Preferred Stock and to repurchase a portion of its Series A
Warrants for an aggregate purchase price of approximately $220.0 million and
(iii) to exchange all of its remaining Series D Cumulative Preferred Stock and
all of its Series E Cumulative Preferred Stock pursuant to the exercise by the
holders thereof of the remaining Series A Warrants and all of its Series B
Warrants for an aggregate of approximately 10,896,000 shares of common stock of
Company;

                  WHEREAS, Company has offered to purchase all of its 11% Senior
Notes due 2005 from the holders thereof for an aggregate purchase price as
determined in the Offer to Purchase and Consent Solicitation Statement, dated
November 22, 2000 (such purchase and the transactions provided for in the
Exchange and Repurchase Agreement being referred to as the "RECAPITALIZATION");

                  WHEREAS, Lenders, at the request of Company, have agreed to
extend certain credit facilities to Company, the proceeds of which will be used,
(i) together with cash on hand of $260.0 million, to provide funds needed in the
Recapitalization and to pay transaction costs and expenses in connection
therewith, and (ii) to provide financing for working capital and other general
corporate purposes of Company and its Subsidiaries;

                  WHEREAS, Company desires to secure all of the Obligations
hereunder and under the other Loan Documents by granting to Administrative
Agent, on behalf of Lenders, a First Priority Lien on substantially all of its
personal and mixed property, and all of the capital stock of Oxford Health Plans
(NY), Inc., Oxford Health Plans (NJ), Inc., Oxford Health Plans (CT), Inc. and
Oxford Benefits Management, Inc.
<PAGE>   2
                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Company, Lenders,
Administrative Agent, Syndication Agent and Documentation Agent agree as
follows:

SECTION 1         DEFINITIONS

      1.1         CERTAIN DEFINED TERMS.

                  The following terms used in this Agreement shall have the
following meanings:

                  "ADMINISTRATIVE AGENT" has the meaning assigned to that term
in the introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

                  "AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

                  "AFFECTED LOANS" has the meaning assigned to that term in
subsection 2.6C.

                  "AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

                  "AGENTS" means Administrative Agent, Syndication Agent and
Documentation Agent.

                  "AGREEMENT" means this Credit Agreement dated as of December
22, 2000, as it may be amended, supplemented or otherwise modified from time to
time.

                  "APPLICABLE BASE RATE MARGIN" means, as at any date of
determination, a percentage per annum for Revolving Loans or Term Loans as set
forth below opposite the applicable Credit Ratings (the applicable Credit
Ratings being the highest level of Credit Ratings for which the criteria for
both Credit Ratings are met or exceeded):

<TABLE>
<CAPTION>
                                                       Revolving Loans                Term Loans
         Credit Ratings                               Base Rate Margin             Base Rate Margin
         --------------                               ----------------             ----------------
<S>                                                   <C>                          <C>
         BB+ and Ba1 or higher                              1.50%                       2.25%
         BB and Ba2                                         1.75%                       2.25%
         BB- and Ba3                                        2.00%                       2.50%
         BB- or Ba3 or lower                                2.25%                       2.75%
</TABLE>

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<PAGE>   3
; provided that until June 22, 2001, the Applicable Base Rate Margin for
Revolving Loans or Term Loans shall be established in accordance with the
foregoing table based on the Credit Ratings on the Closing Date.

                  "APPLICABLE LIBOR MARGIN" means, as at any date of
determination, a percentage per annum for Revolving Loans or Term Loans as set
forth below opposite the applicable Credit Ratings (the applicable Credit
Ratings being the highest level of Credit Ratings for which the criteria for
both Credit Ratings are met or exceeded):

<TABLE>
<CAPTION>
                                                       Revolving Loans                Term Loans
         Credit Ratings                                 LIBOR Margin                 LIBOR Margin
         --------------                                 ------------                 ------------
<S>                                                    <C>                           <C>
         BB+ and Ba1 or higher                              2.50%                       3.25%
         BB and Ba2                                         2.75%                       3.25%
         BB- and Ba3                                        3.00%                       3.50%
         BB- or Ba3 or lower                                3.25%                       3.75%
</TABLE>

; provided that until June 22, 2001, the Applicable LIBOR Margin for Revolving
Loans or Term Loans shall be established in accordance with the foregoing table
based on the Credit Ratings on the Closing Date.

                  "APPROVED FUND" means a Fund that is administered or managed
by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.

                  "ARRANGERS" means CSFB and DBSI, as joint lead arrangers.

                  "ASSET SALE" means the sale, lease (other than an Operating
Lease), conveyance or other disposition (including, without limitation, by way
of a sale and leaseback and including any disposition by means of a merger,
consolidation or similar transaction) by Company or any of its Subsidiaries to
any Person other than Company or any of its wholly-owned Subsidiary Guarantors
which are not Regulated Subsidiaries of (i) any of the Capital Stock of any of
Company's Subsidiaries, (ii) substantially all of the assets of any division or
line of business of Company or any of its Subsidiaries, or (iii) any other
assets (whether tangible or intangible) of Company or any of its Subsidiaries
other than (a) the sale or lease of equipment, inventory, accounts receivable or
other assets in the ordinary course of business and consistent with past
practice, including, without limitation, the sale of any investments
constituting a portion of an investment portfolio in the ordinary course of
business and consistent with past practice, (b) Capital Contributions, and (c)
any such other assets to the extent that the aggregate value of such assets sold
in any single transaction or related series of transactions is equal to
$1,000,000 or less.

                  "ASSIGNMENT AGREEMENT" means an Assignment Agreement in
substantially the form of Exhibit X annexed hereto.

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<PAGE>   4
                  "AVAILABLE CASH" means at any date of determination, the
aggregate cash on hand at Company and the Subsidiary Guarantors (excluding any
cash on hand at a Regulated Subsidiary of Company), which is not set aside or
restricted for any particular purpose, minus the sum of the aggregate Term Loan
Exposure and the aggregate Revolving Loan Exposure for all Lenders on such date.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

                  "BASE RATE" means, at any time, the higher of (i) the Prime
Rate or (ii) the rate which is 1/2 of 1% in excess of the Federal Funds
Effective Rate.

                  "BASE RATE LOANS" means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

                  "BOARD OF DIRECTORS" means the Board of Directors of Company,
or any authorized committee of the Board of Directors.

                  "BUSINESS DAY" means (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the States of New York and
Connecticut or is a day on which banking institutions located in such state are
authorized or required by law or other governmental action to close, and (ii)
with respect to all notices, determinations, fundings and payments in connection
with the LIBO Rate or any LIBOR Loan, any day that is a Business Day described
in clause (i) above and that is also a day for trading by and between banks in
Dollar deposits in the London interbank market.

                  "CAPITAL CONTRIBUTIONS" means the contributions by Company or
a Subsidiary of Company to the capital of one or more of the Regulated
Subsidiaries (whether or not in connection with the issuance of Capital Stock by
the Regulated Subsidiary in exchange therefor) in order to satisfy 125% of the
requirements for statutory capital at such Regulated Subsidiaries or 125% of
Company Action Level Risk-based Capital at such Regulated Subsidiaries or other
additional amounts if required by an applicable Healthcare Regulator; provided
that a contribution from Oxford Health Plans (NY), Inc. to Oxford Health
Insurance Inc. shall not be deemed a Capital Contribution.

                  "CAPITAL LEASE", as applied to any Person, means any lease of
any property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

                  "CAPITAL STOCK" means the capital stock or other equity
interests of a Person or any Security convertible into capital stock or
warrants, rights or options to subscribe therefor.

                  "CASH" means money, currency or a credit balance in a Deposit
Account.

                  "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the

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United States Government or (b) issued by any agency of the United States the
obligations of which are backed by the full faith and credit of the United
States, in each case maturing within one year after such date; (ii) marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof,
in each case maturing within one year after such date and having, at the time of
the acquisition thereof, one of the two highest ratings obtainable from either
S&P or Moody's; (iii) commercial paper maturing no more than one year from the
date of creation thereof and having, at the time of the acquisition thereof, one
of the two highest ratings from S&P or Moody's; (iv) certificates of deposit
maturing within one year after such date and issued or accepted by any Lender or
by any commercial bank organized under the laws of the United States of America
or any state thereof or the District of Columbia that (a) is at least
"adequately capitalized" (as defined in the regulations of its primary Federal
banking regulator) and (b) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000; and (v) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clauses
(i) and (iv) above entered into with any financial institution meeting the
qualifications specified in clause (iv) above.

                  "CHANGE IN CONTROL" means such time as (i) Company becomes
aware that, a "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) has become, directly or indirectly, the
"beneficial owner," by way of merger, consolidation or otherwise, of 35% or more
of the voting power of the voting stock of Company on a fully-diluted basis
after giving effect to the conversion and exercise of all outstanding warrants,
options and other Securities of Company (whether or not such securities are then
currently convertible or exercisable), (ii) the sale, lease or transfer of all
or substantially all of the assets of Company to any "person" or "group" (within
the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), or (iii),
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors (together with any new directors
whose election by the Board of Directors or whose nomination for election by the
shareholders of Company was approved by a vote of a majority of the directors
then still in office who either were directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the directors of Company then in
office.

                  "CLASS", as applied to Lenders, means each of the following
two classes of Lenders: (i) Lenders having Revolving Loan Exposure and (ii)
Lenders having Term Loan Exposure.

                  "CLOSING DATE" means the date on which the initial Loans are
made.

                  "COLLATERAL" means, collectively, all of the real, personal
and mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.

                  "COLLATERAL ACCOUNT" has the meaning assigned to that term in
the Security Agreement.

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<PAGE>   6
                  "COLLATERAL DOCUMENTS" means the Security Agreement, the
Mortgages and all other instruments or documents delivered by any Loan Party
pursuant to this Agreement or any of the other Loan Documents in order to grant
to Administrative Agent, on behalf of Lenders, a Lien on any real, personal or
mixed property of that Loan Party as security for the Obligations.

                  "COMMERCIAL LETTER OF CREDIT" means any letter of credit or
similar instrument issued for the purpose of providing a payment mechanism in
connection with the purchase of any materials, goods or services by Company or
any of its Subsidiaries in the ordinary course of business of Company or such
Subsidiary.

                  "COMMITMENTS" means the commitments of Lenders to make Loans
as set forth in subsection 2.1A.

                  "COMPANY" has the meaning assigned to that term in the
introduction to this Agreement.

                  "COMPANY ACTION LEVEL RISK-BASED CAPITAL" means 200% of the
Authorized Control Level as determined by the applicable NAIC Risk-Based Capital
Model.

                  "COMPANY CASH FLOW" means, for any period, the sum of the
amounts, without duplication, for such period of (i) third-party administration
fee revenue received by Company for its self-funded plan services, net of third
party reinsurance premiums and other direct expenses, (ii) income received by
Company from its investments (and not investments of any Regulated Subsidiary),
(iii) management fees and other reimbursement of expenses received by Company
from Subsidiaries of Company, (iv) cash proceeds received by Company from the
exercise of stock options, (v) cash dividends and other distributions (including
repayment of loans by a Regulated Subsidiary (other than repayment of
intercompany accounts receivable and accounts payable incurred in the ordinary
course of business)) received by Company from Subsidiaries of Company and (vi)
payments received by Company by reason of the sale of Oxford Health Plans (PA),
Inc. and Direct Script, Inc. less (a) marketing, general and administrative
expenses paid in cash by Company, (b) payments on Capital Leases made by Company
and (c) contributions to capital or loans to a Regulated Subsidiary (other than
amounts paid in respect of intercompany accounts receivable and accounts payable
incurred in the ordinary course of business), all of the foregoing to be
determined for Company based on actual receipts and payments; provided that the
foregoing shall not include in any event extraordinary receipts or extraordinary
payments and any non-recurring items, including without limitation any
Securities Litigation Settlement Payments.

                  "COMPANY EXCESS CASH FLOW" means, for any period, an amount
(if positive) equal to (i) Company Cash Flow for such period minus (ii) the sum,
without duplication, of the amounts for such period of (a) voluntary and
scheduled repayments of Consolidated Total Debt (excluding repayments of
Revolving Loans except to the extent the Revolving Loan Commitments are
permanently reduced in connection with such repayments), (b) Consolidated
Capital Expenditures paid by Company (net of any proceeds of any related
financings with respect to such expenditures), (c) Consolidated Cash Interest
Expense, and (d) current taxes

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<PAGE>   7
based on income of Company paid in Cash with respect to such period, net of
payments received from the Regulated Subsidiaries in respect of taxes.

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of Exhibit VII annexed hereto.

                  "CONFIDENTIAL INFORMATION MEMORANDUM" means the Private
Information Memorandum dated November 2000 and supplement thereto prepared by
the Arrangers relating to the credit facilities evidenced by this Agreement.

                  "CONFORMING LEASEHOLD INTEREST" means any Recorded Leasehold
Interest as to which the lessor has agreed in writing for the benefit of
Administrative Agent (which writing has been delivered to Administrative Agent),
whether under the terms of the applicable lease, under the terms of a Landlord
Consent and Estoppel, or otherwise, to the matters described in the definition
of "Landlord Consent and Estoppel," which interest, if a subleasehold or
sub-subleasehold interest, is not subject to any contrary restrictions contained
in a superior lease or sublease.

                  "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
sum of the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Company and its
Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Company and its Subsidiaries. For purposes of this definition, the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment or with insurance proceeds shall be included in
Consolidated Capital Expenditures only to the extent of the gross amount of such
purchase price less the credit granted by the seller of such equipment for the
equipment being traded in at such time or the amount of such proceeds, as the
case may be.

                  "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
total interest paid (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) by Company and its Subsidiaries
which are not Regulated Subsidiaries on a consolidated basis with respect to all
outstanding Indebtedness of Company and its Subsidiaries which are not Regulated
Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing and net
costs under Interest Rate Agreements, but excluding, however, any amounts
referred to in subsection 2.3 payable to Agents and Lenders on or before the
Closing Date.

                  "CONSOLIDATED LEVERAGE RATIO" means, at any date of
determination, the ratio of (a) Consolidated Total Debt as of the last day of
the Fiscal Quarter for which such determination is being made to (b) Company
Cash Flow for the consecutive four Fiscal Quarters ending on the last day of the
Fiscal Quarter for which the determination is being made.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income (or loss) of Company and its Subsidiaries on a consolidated basis for
such period taken as a single

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<PAGE>   8
accounting period determined in conformity with GAAP; provided that there shall
be excluded (i) the income (or loss) of any Person (other than a Subsidiary of
Company) in which any other Person (other than Company or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Company or any of its
Subsidiaries by such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Company or is merged
into or consolidated with Company or any of its Subsidiaries or that Person's
assets are acquired by Company or any of its Subsidiaries and (iii) any
after-tax gains or losses attributable to Asset Sales or returned surplus assets
of any Pension Plan.

                  "CONSOLIDATED NET WORTH" means, as at any date of
determination, the sum of the capital stock and additional paid-in capital plus
retained earnings (or minus accumulated deficits) of Company and its
Subsidiaries on a consolidated basis determined in conformity with GAAP.

                  "CONSOLIDATED TOTAL DEBT" means, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness of
Company and its Subsidiaries which are not Regulated Subsidiaries, determined on
a consolidated basis in accordance with GAAP.

                  "CONTINGENT OBLIGATION", as applied to any Person, means any
direct or indirect liability, contingent or otherwise, of that Person (i) with
respect to any Indebtedness, lease, dividend or other obligation of another if
the primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
that such obligation of another will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings, or (iii) under Hedge Agreements. Contingent Obligations shall include
(a) the direct or indirect guaranty, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another, (b)
the obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (2) to maintain the solvency
or any balance sheet item, level of income or financial condition of another if,
in the case of any agreement described under subclauses (1) or (2) of this
sentence, the primary purpose or intent thereof is as described in the preceding
sentence. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guaranteed or otherwise supported or, if less, the amount
to which such Contingent Obligation is specifically limited.

                  "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

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<PAGE>   9
                  "CREDIT RATINGS" means the credit ratings for the Commitments
and the Loans under this Agreement as given by S&P and Moody's on a prospective
basis prior to the Closing Date or on an actual basis thereafter.

                  "CSFB" means Credit Suisse First Boston.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement to which Company or any of its
Subsidiaries is a party.

                  "DBSI" means Deutsche Bank Securities Inc.

                  "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                  "DOLLARS" and the sign "$" mean the lawful money of the United
States of America.

                  "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any
Lender and any Approved Fund of any Lender; and (ii) (a) a commercial bank
organized under the laws of the United States or any state thereof; (b) a
savings and loan association or savings bank organized under the laws of the
United States or any state thereof; (c) a commercial bank organized under the
laws of any other country or a political subdivision thereof; provided that (1)
such bank is acting through a branch or agency located in the United States or
(2) such bank is organized under the laws of a country that is a member of the
Organization for Economic Cooperation and Development or a political subdivision
of such country; and (d) any other entity that is an "accredited investor" (as
defined in Regulation D under the Securities Act) that extends credit or buys
loans as one of its businesses including insurance companies, mutual funds and
lease financing companies; provided that neither Company nor any Affiliate of
Company nor any entity which is a competitor of Company and its Subsidiaries in
the Healthcare Service Business shall be an Eligible Assignee.

                  "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
defined in Section 3(3) of ERISA which is or was maintained or contributed to by
Company, any of its Subsidiaries or any of their respective ERISA Affiliates.

                  "ENVIRONMENTAL CLAIM" means any investigation, notice, notice
of violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Entity or any
other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

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<PAGE>   10
                  "ENVIRONMENTAL LAWS" means any and all current or future
statutes, ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of any Government Entity
relating to (i) environmental matters, including those relating to any Hazardous
Materials Activity, (ii) the generation, use, storage, transportation or
disposal of Hazardous Materials, or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to Company or any of its Subsidiaries or
any Facility.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor thereto.

                  "ERISA AFFILIATE", as applied to any Person, means (i) any
corporation that is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) that is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a
member; and (iii) any member of an affiliated service group within the meaning
of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of a Person or any of
its Subsidiaries shall continue to be considered an ERISA Affiliate of such
Person or such Subsidiary within the meaning of this definition with respect to
the period such entity was an ERISA Affiliate of such Person or such Subsidiary
and with respect to liabilities arising after such period for which such Person
or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

                  "ERISA EVENT" means (i) a "reportable event" within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for 30-day
notice to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with
respect to any Pension Plan (whether or not waived in accordance with Section
412(d) of the Internal Revenue Code) or the failure to make by its due date a
required installment under Section 412(m) of the Internal Revenue Code with
respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA; (iv)
the withdrawal by Company, any of its Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors or
the termination of any such Pension Plan resulting in liability pursuant to
Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (vi) the imposition of liability
on Company, any of its Subsidiaries or any of their respective ERISA Affiliates
pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefor, or the
receipt by Company,

                                       10
<PAGE>   11
any of its Subsidiaries or any of their respective ERISA Affiliates of notice
from any Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a
material claim (other than routine claims for benefits) against any Employee
Benefit Plan other than a Multiemployer Plan or the assets thereof, or against
Company, any of its Subsidiaries or any of their respective ERISA Affiliates in
connection with any Employee Benefit Plan; (ix) receipt from the Internal
Revenue Service of notice of the failure of any Pension Plan (or any other
Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code;
or (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

                  "EVENT OF DEFAULT" means each of the events set forth in
Section 8.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

                  "EXCHANGE AND REPURCHASE AGREEMENT" means the Exchange and
Repurchase Agreement, dated as of October 25, 2000, by and among TPG Partners II
L.P., a Delaware limited partnership, TPG Parallel II L.P., a Delaware limited
partnership, TPG Investors II L.P., a Delaware limited partnership, Chase Equity
Associates, L.P., a Delaware limited partnership, Oxford Acquisition Corp., a
Delaware corporation, the entities listed on the signature pages thereto as "DLJ
Entities" and Company.

                  "FACILITIES" means any and all real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or
heretofore owned, leased, operated or used by Company or any of its Subsidiaries
or any of their respective predecessors or Affiliates.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by Administrative Agent from three Federal funds
brokers of recognized standing selected by Administrative Agent.

                  "FINANCIAL PLAN" has the meaning assigned to that term in
subsection 6.1(xii).

                  "FIRST PRIORITY" means, with respect to any Lien purported to
be created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than Liens permitted pursuant to subsection 7.2) and (ii) such Lien is the only
Lien (other than Liens permitted pursuant to subsection 7.2) to which such
Collateral is subject.

                                       11
<PAGE>   12
                  "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

                  "FISCAL YEAR" means the fiscal year of Company and its
Subsidiaries ending on December 31 of each calendar year. For purposes of this
Agreement, any particular Fiscal Year shall be designated by reference to the
calendar year in which such Fiscal Year ends.

                  "FLOOD HAZARD PROPERTY" means a Mortgaged Property located in
an area designated by the Federal Emergency Management Agency as having special
flood or mud slide hazards.

                  "FORM 10-K" means that certain Annual Report on Form 10-K for
the Fiscal Year ended December 31, 1999, as filed by Company with the Securities
and Exchange Commission in March 2000.

                  "FUND" means any Person (other than a natural Person) that is
(or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

                  "FUNDING AND PAYMENT OFFICE" means (i) the office of
Administrative Agent and Swing Line Lender located at Eleven Madison Avenue, New
York, New York or (ii) such other office of Administrative Agent and Swing Line
Lender as may from time to time hereafter be designated as such in a written
notice delivered by Administrative Agent and Swing Line Lender to Company and
each Lender.

                  "FUNDING DATE" means the date of the funding of a Loan.

                  "GAAP" means, subject to the limitations on the application
thereof set forth in subsection 1.2, generally accepted accounting principles
set forth in opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

                  "GOVERNING BODY" means the board of directors or other body
having the power to direct or cause the direction of the management and policies
of a Person that is a corporation, partnership, trust or limited liability
company.

                  "GOVERNMENT ENTITY" means any governmental or political
subdivision or department thereof, any governmental or regulatory body,
commission, board, bureau, agency or instrumentality, including without
limitation any Healthcare Regulator, or any court or arbitrator or alternative
dispute resolution body, in each case whether federal, state, local or foreign.

                  "GOVERNMENT REIMBURSEMENT PROGRAMS" means (i) the United
States acting under the Medicare program established under the Federal Social
Security Act or the Civilian Health and Medical Program for the Uniform
Services, (ii) any state or the District of Columbia

                                       12
<PAGE>   13
acting pursuant to a health plan adopted pursuant to title XIX of the Federal
Social Security Act or (iii) any agent, administrator intermediary or carrier
for any of the foregoing.

                  "GOVERNMENTAL AUTHORIZATION" means (i) any and all
certificates, permits, licenses, franchises, concessions, grants, consents,
approvals, orders, registrations, authorizations, waivers, variances or
clearances from, or filings or registrations with, any Governmental Entities,
and (ii) any and all waiting periods imposed by applicable laws, rules and
regulations.

                  "GRANTING LENDER" has the meaning specified in subsection
10.1B.

                  "HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", "acutely hazardous waste", "radioactive waste", "biohazardous waste",
"pollutant", "toxic pollutant", "contaminant", "restricted hazardous waste",
"infectious waste", "toxic substances", or any other term or expression intended
to define, list or classify substances by reason of properties harmful to
health, safety or the indoor or outdoor environment (including harmful
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws); (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(iv) any flammable substances or explosives; (v) any radioactive materials; (vi)
any asbestos-containing materials; (vii) urea formaldehyde foam insulation;
(viii) electrical equipment which contains any oil or dielectric fluid
containing polychlorinated biphenyls; (ix) pesticides; and (x) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any Government Entity or which may or could pose a hazard to the
health and safety of the owners, occupants or any Persons in the vicinity of any
Facility or to the indoor or outdoor environment.

                  "HAZARDOUS MATERIALS ACTIVITY" means any past, current,
proposed or threatened activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding,
presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect
to any of the foregoing.

                  "HEALTHCARE AUTHORIZATIONS" means any and all Governmental
Authorizations necessary to enable Company, any of its Principal Subsidiaries or
any Subsidiary Guarantor to engage in the Healthcare Service Business, operate
as an HMO or insurance company or participate in Government Reimbursement
Programs.

                  "HEALTHCARE REGULATIONS" means all laws, regulations,
directives, administrative orders and decisions applicable to HMOs, healthcare
service providers, healthcare-related insurance companies, Persons engaged in
the Healthcare Service Business or any other similar


                                       13
<PAGE>   14
Persons and any rules, regulations, orders, directives and decisions promulgated
or issued pursuant thereto.

                  "HEALTHCARE REGULATOR" means any Person charged with the
administration, oversight or enforcement of any Healthcare Regulation, whether
primarily, secondarily or jointly.

                  "HEALTHCARE SERVICE BUSINESS" means a business, the majority
of whose revenues are derived from providing or arranging to provide or
administering, managing or monitoring healthcare services or any business or
activity that is reasonably similar thereto or a reasonable extension,
development or expansion thereof or ancillary thereto, including, without
limitation, the issuance of insurance for healthcare services.

                  "HEDGE AGREEMENT" means an Interest Rate Agreement or a
Currency Agreement designed to hedge against fluctuations in interest rates or
currency values, respectively.

                  "HMO" means any Person doing business as a health maintenance
organization (or required to qualify or to be licensed as such) under applicable
Healthcare Regulations.

                  "INDEBTEDNESS", as applied to any Person, means (i) all
indebtedness for borrowed money, (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet
in conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, and (v) all indebtedness secured by any Lien on any property
or asset owned or held by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the
credit of that Person. Obligations under Interest Rate Agreements and Currency
Agreements constitute (1) in the case of Hedge Agreements, Contingent
Obligations, and (2) in all other cases, Investments, and in neither case
constitute Indebtedness.

                  "INDEMNITEE" has the meaning assigned to that term in
subsection 10.3.

                  "INTELLECTUAL PROPERTY" means all patents, trademarks,
tradenames, copyrights, technology, software, know-how and processes used in or
necessary for the conduct of the business of Company and its Subsidiaries as
currently conducted that are material to the condition (financial or otherwise),
business or operations of Company and its Subsidiaries, taken as a whole.

                  "INTEREST PAYMENT DATE" means (i) with respect to any Base
Rate Loan, the last Business Day of each March, June, September and December of
each year, commencing on the last Business Day of March, 2001, and (ii) with
respect to any LIBOR Loan, the last day of each Interest Period applicable to
such Loan; provided that in the case of each Interest Period of six


                                       14
<PAGE>   15
months "Interest Payment Date" shall also include the date that is three months
after the commencement of such Interest Period.

                  "INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

                  "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement to which Company or any of its Subsidiaries is
a party.

                  "INTEREST RATE DETERMINATION DATE", with respect to any
Interest Period, means the second Business Day prior to the first day of such
Interest Period.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter, and any
successor statute.

                  "INVESTMENT" means (i) any direct or indirect purchase or
other acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Company), (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Company from any Person other than
Company or any of its Subsidiary Guarantors which are not Regulated
Subsidiaries, of any equity Securities of such Subsidiary, (iii) any direct or
indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Company or any of
its Subsidiaries to any other Person (other than a wholly-owned Subsidiary
Guarantor of Company which is not a Regulated Subsidiary), including all
indebtedness and accounts receivable from that other Person that are not current
assets or did not arise from sales to that other Person in the ordinary course
of business, or (iv) Interest Rate Agreements or Currency Agreements not
constituting Hedge Agreements. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment (other than adjustments for the
repayment of, or the refund of capital with respect to, the original principal
amount of any such Investment).

                  "INVESTMENT GRADE SECURITIES" means: (i) U.S. Government
Obligations; (ii) any certificate of deposit, maturing not more than 270 days
after the date of acquisition, issued by, or time deposit of, a commercial
banking institution that has combined capital and surplus of not less than
$100,000,000 or its equivalent in foreign currency, whose debt is rated at the
time as of which any investment therein is made, "A" (or higher) according to
S&P or Moody's, or if neither S&P nor Moody's shall then exist, the equivalent
of such rating by any other nationally recognized securities rating agency;
(iii) commercial paper, maturing not more than 270 days after the date of
acquisition, issued by a corporation (other than an Affiliate or Subsidiary of
Company) with a rating, at the time as of which any investment therein is made,
of "A-1" (or higher) according to S&P or "P-1" (or higher) according to Moody's,
or if neither S&P nor Moody's shall then exist, the equivalent of such rating by
any other nationally recognized securities rating agency; (iv) any bankers'
acceptances or any money market deposit accounts, in each case, issued or
offered by any commercial bank having capital and surplus in excess of


                                       15
<PAGE>   16
$100,000,000 or its equivalent in foreign currency, whose debt is rated at the
time as of which any investment therein is made, "A" (or higher) according to
S&P or Moody's, or if neither S&P nor Moody's shall then exist, the equivalent
of such rating by any other nationally recognized securities rating agency; (v)
any other debt Securities or debt instruments with a rating of "BBB-" or higher
by S&P, "Baa-3" or higher by Moody's, Class "2" or higher by the NAIC or the
equivalent of such rating by S&P, Moody's or the NAIC, or if none of S&P,
Moody's and the NAIC shall then exist, the equivalent of such rating by any
other nationally recognized securities rating agency; and (vi) any fund
investing exclusively in investments of the types described in clauses (i)
through (v) above.

                  "IP COLLATERAL" means, collectively, the Intellectual Property
that constitutes Collateral under the Security Agreement.

                  "ISSUING LENDER" means, with respect to any Letter of Credit,
the Revolving Lender that agrees or is otherwise obligated to issue such Letter
of Credit, determined as provided in subsection 3.1B(ii).

                  "JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form;
provided that in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.

                  "LANDLORD CONSENT AND ESTOPPEL" means, with respect to any
Leasehold Property, a letter, certificate or other instrument in writing from
the lessor under the related lease, satisfactory in form and substance to
Administrative Agent, pursuant to which such lessor agrees, for the benefit of
Administrative Agent, (i) that without any further consent of such lessor or any
further action on the part of the Loan Party holding such Leasehold Property,
such Leasehold Property may be encumbered pursuant to a Mortgage and may be
assigned to the purchaser at a foreclosure sale or in a transfer in lieu of such
a sale (and to a subsequent third party assignee if Administrative Agent, any
Lender, or an Affiliate of either so acquires such Leasehold Property), (ii)
that such lessor shall not terminate such lease as a result of a default by such
Loan Party thereunder without first giving Administrative Agent notice of such
default and at least 60 days (or, if such default cannot reasonably be cured by
Administrative Agent within such period, such longer period as may reasonably be
required) to cure such default, and (iii) to such other matters relating to such
Leasehold Property as Administrative Agent may reasonably request.

                  "LEASEHOLD PROPERTY" means any leasehold interest of any Loan
Party as lessee under any lease of real property, other than any such leasehold
interest designated from time to time by Administrative Agent in its sole
discretion as not being required to be included in the Collateral.

                  "LENDER" and "LENDERS" means the Persons identified as
"Lenders" and listed on the signature pages of this Agreement, together with
their successors and permitted assigns pursuant to subsection 10.1, and the term
"Lenders" shall include Swing Line Lender unless the


                                       16
<PAGE>   17
context otherwise requires; provided that the term "Lenders", when used in the
context of a particular Commitment, shall mean Lenders having that Commitment.

                  "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial
Letters of Credit and Standby Letters of Credit issued or to be issued by
Issuing Lenders for the account of Company pursuant to subsection 3.1.

                  "LETTER OF CREDIT USAGE" means, as at any date of
determination, the sum of (i) the maximum aggregate amount which is or at any
time thereafter may become available for drawing under all Letters of Credit
then outstanding plus (ii) the aggregate amount of all drawings under Letters of
Credit honored by Issuing Lenders and not theretofore reimbursed out of the
proceeds of Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed
by Company.

                  "LIBO RATE" shall mean, with respect to any LIBOR Loan for any
Interest Period, the rate per annum determined by Administrative Agent at
approximately 11:00 a.m. (London time) on the Interest Rate Determination Date
for such Interest Period by reference to the British Bankers' Association
Interest Settlement Rates for deposits in Dollars (as set forth by any service
selected by Administrative Agent which has been nominated by the British
Bankers' Association as an authorized information vendor for the purpose of
displaying such rates) for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition the "LIBO Rate" shall be the interest
rate per annum determined by Administrative Agent as the average of the rates
per annum at which deposits in Dollars are offered for such Interest Period to
major banks in the London interbank market in London, England by Administrative
Agent at approximately 11:00 a.m. (London time) on the Interest Rate
Determination Date for such Interest Period. Each determination by
Administrative Agent pursuant to this definition shall be conclusive absent
manifest error.

                  "LIBOR LOAN" means a Loan bearing interest at rates determined
by reference to the LIBO Rate as provided in subsection 2.2A.

                  "LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

                  "LOAN" or "LOANS" means one or more of the Term Loans,
Revolving Loans or Swing Line Loans or any combination thereof.

                  "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters
of Credit (and any applications for, or reimbursement agreements or other
documents or certificates executed by Company in favor of an Issuing Lender
relating to, the Letters of Credit), the Subsidiary Guaranty and the Collateral
Documents.


                                       17
<PAGE>   18
                  "LOAN PARTY" means each of Company and any of Company's
Subsidiaries from time to time executing a Loan Document, and "LOAN PARTIES"
means all such Persons, collectively.

                  "MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

                  "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries taken as a whole or
Company only or (ii) the impairment in any material respect of the ability of
any Loan Party to perform, or of Administrative Agent or Lenders to enforce, the
Obligations.

                  "MATERIAL CONTRACT" means any contract or other arrangement to
which Company or any of its Subsidiaries is a party (other than the Loan
Documents), including contracts under Government Reimbursement Programs, for
which breach, nonperformance, cancellation or failure to renew could have a
Material Adverse Effect.

                  "MATERIAL LEASEHOLD PROPERTY" means a Leasehold Property
reasonably determined by Administrative Agent to be of material value as
Collateral or of material importance to the operations of Company or any of its
Subsidiaries.

                  "MOODY'S" means Moody's Investor Service, Inc.

                  "MORTGAGE" means (i) a security instrument (whether designated
as a deed of trust or a mortgage or by any similar title) executed and delivered
by any Loan Party, substantially in such form as may be approved by
Administrative Agent in its sole discretion, with such changes thereto as may be
recommended by Administrative Agent's local counsel based on local laws or
customary local mortgage or deed of trust practices, or (ii) at Administrative
Agent's option, an amendment to an existing Mortgage, in form satisfactory to
Administrative Agent, in either case as such security instrument or amendment
may be amended, supplemented or otherwise modified from time to time.

                  "MORTGAGED PROPERTY" has the meaning set forth in subsection
6.9.

                  "MULTIEMPLOYER PLAN" means any Employee Benefit Plan that is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

                  "NAIC" means the National Association of Insurance
Commissioners and its successors.

                  "NET ASSET SALE PROCEEDS", with respect to any Asset Sale,
means Cash payments (including any Cash received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received and excluding payments received by reason of the sale
(prior to the date hereof) of Oxford Health Plans (PA), Inc. and Direct Script,
Inc., formerly subsidiaries of Company) received from such Asset Sale,


                                       18
<PAGE>   19
net of any bona fide direct costs incurred in connection with such Asset Sale,
including (i) income taxes reasonably estimated to be actually payable within
two years of the date of such Asset Sale as a result of any gain recognized in
connection with such Asset Sale and (ii) payment of the outstanding principal
amount of, premium or penalty, if any, and interest on any Indebtedness (other
than the Loans) that is secured by a Lien on the stock or assets in question and
that is required to be repaid under the terms thereof as a result of such Asset
Sale.

                  "NON-US LENDER" has the meaning assigned to that term in
subsection 2.7B(iii)(a).

                  "NOTES" means one or more of the Term Notes, Revolving Notes
or Swing Line Note or any combination thereof.

                  "NOTICE OF BORROWING" means a notice substantially in the form
of Exhibit I annexed hereto.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice
substantially in the form of Exhibit II annexed hereto.

                  "OBLIGATIONS" means all obligations of every nature of each
Loan Party from time to time owed to Administrative Agent, Lenders or any of
them under the Loan Documents, whether for principal, interest, reimbursement of
amounts drawn under Letters of Credit, fees, expenses, indemnification or
otherwise.

                  "OFFICER" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the Governing Body or the Organizational Documents of a corporation,
partnership, trust or limited liability company to serve in a similar capacity
as the foregoing.

                  "OFFICER'S CERTIFICATE", as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

                  "OPERATING LEASE", as applied to any Person, means any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

                  "ORGANIZATIONAL DOCUMENTS" means the documents (including
Bylaws, if applicable) pursuant to which a Person that is a corporation,
partnership, trust or limited liability company is organized.

                  "PARTICIPANT" means a purchaser of a participation in the
rights and obligations under this Agreement pursuant to subsection 10.1C.


                                       19
<PAGE>   20
                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

                  "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

                  "PERMITTED ENCUMBRANCES" means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien relating to or imposed in
connection with any Environmental Claim, and any such Lien expressly prohibited
by any applicable terms of any of the Collateral Documents):

                  (i) Liens for taxes, assessments or governmental charges or
                  claims the payment of which is not, at the time, required by
                  subsection 6.3;

                  (ii) statutory Liens of landlords, statutory Liens and rights
                  of set-off of banks, statutory Liens of carriers,
                  warehousemen, mechanics, repairmen, workmen and materialmen,
                  and other Liens imposed by law, in each case incurred in the
                  ordinary course of business (a) for amounts not yet overdue or
                  (b) for amounts that are overdue and that (in the case of any
                  such amounts overdue for a period in excess of 5 days) are
                  being contested in good faith by appropriate proceedings, so
                  long as (1) such reserves or other appropriate provisions, if
                  any, as shall be required by GAAP shall have been made for any
                  such contested amounts, and (2) in the case of a Lien with
                  respect to any portion of the Collateral, such contest
                  proceedings conclusively operate to stay the sale of any
                  portion of the Collateral on account of such Lien;

                  (iii) Liens incurred or deposits made in the ordinary course
                  of business in connection with workers' compensation,
                  unemployment insurance and other types of social security, or
                  to secure the performance of tenders, statutory obligations,
                  surety and appeal bonds, bids, leases, government contracts,
                  trade contracts, performance and return-of-money bonds and
                  other similar obligations (exclusive of obligations for the
                  payment of borrowed money), so long as no foreclosure, sale or
                  similar proceedings have been commenced with respect to any
                  portion of the Collateral on account thereof;

                  (iv) any attachment or judgment Lien not constituting an Event
                  of Default under subsection 8.8;

                  (v) leases or subleases granted to third parties in accordance
                  with any applicable terms of the Collateral Documents and not
                  interfering in any material respect with the ordinary conduct
                  of the business of Company or any of its Subsidiaries or
                  resulting in a material diminution in the value of any
                  Collateral as security for the Obligations;

                  (vi) easements, rights-of-way, restrictions, encroachments,
                  and other minor defects or irregularities in title, in each
                  case which do not and will not interfere in


                                       20
<PAGE>   21
                  any material respect with the ordinary conduct of the business
                  of Company or any of its Subsidiaries or result in a material
                  diminution in the value of any Collateral as security for the
                  Obligations;

                  (vii) any (a) interest or title of a lessor or sublessor under
                  any lease not prohibited by this Agreement, (b) restriction or
                  encumbrance that the interest or title of such lessor or
                  sublessor may be subject to, or (c) subordination of the
                  interest of the lessee or sublessee under such lease to any
                  restriction or encumbrance referred to in the preceding clause
                  (b), so long as the holder of such restriction or encumbrance
                  agrees to recognize the rights of such lessee or sublessee
                  under such lease;

                  (viii) Liens arising from filing UCC financing statements
                  relating solely to leases not prohibited by this Agreement;

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

                  (x) any zoning or similar law or right reserved to or vested
                  in any governmental office or agency to control or regulate
                  the use of any real property;

                  (xi) Liens encumbering deposits made to secure obligations
                  arising from statutory or regulatory requirements of Company
                  or any of its Subsidiaries; and

                  (xii) Liens securing obligations (other than obligations
                  representing Indebtedness for borrowed money) under operating,
                  reciprocal easement or similar agreements entered into in the
                  ordinary course of business of Company and its Subsidiaries.

                  "PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

                  "PLEDGED COLLATERAL" means, collectively, the "Pledged
Collateral" as defined in the Security Agreement.

                  "POTENTIAL EVENT OF DEFAULT" means a condition or event that,
after notice or lapse of time or both, would constitute an Event of Default.

                  "PREFERRED STOCK" means Company's Series D Cumulative
Preferred Stock, par value $0.01 per share, and Company's Series E Cumulative
Preferred Stock, par value $0.01 per share.


                                       21
<PAGE>   22
                  "PRIME RATE" means the rate that CSFB announces from time to
time as its prime lending rate, as in effect from time to time. The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. CSFB or any other Lender may make commercial
loans or other loans at rates of interest at, above or below the Prime Rate.

                  "PRINCIPAL SUBSIDIARY" means each of Oxford Health Plans (NY),
Inc., Oxford Health Plans (NJ), Inc., Oxford Health Plans (CT), Inc. and Oxford
Health Insurance, Inc.

                  "PROCEEDINGS" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

                  "PRODUCT" means the products of Company and its Subsidiaries
at the level of detail included in the Confidential Information Memorandum.

                  "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Term Loan Commitment or the Term
Loan of any Lender, the percentage obtained by dividing (x) the Term Loan
Exposure of that Lender by (y) the aggregate Term Loan Exposure of all Lenders,
(ii) with respect to all payments, computations and other matters relating to
the Revolving Loan Commitment or the Revolving Loans of any Lender or any
Letters of Credit issued or participations therein purchased by any Lender or
any assignments of any Swing Line Loans purchased by any Lender, the percentage
obtained by dividing (x) the Revolving Loan Exposure of that Lender by (y) the
aggregate Revolving Loan Exposure of all Lenders, and (iii) for all other
purposes with respect to each Lender, the percentage obtained by dividing (x)
the sum of the Term Loan Exposure of that Lender plus the Revolving Loan
Exposure of that Lender by (y) the sum of the aggregate Term Loan Exposure of
all Lenders plus the aggregate Revolving Loan Exposure of all Lenders, in any
such case as the applicable percentage may be adjusted by assignments permitted
pursuant to subsection 10.1. The initial Pro Rata Share of each Lender for
purposes of each of clauses (i), (ii), and (iii) of the preceding sentence is
set forth opposite the name of that Lender in Schedule 2.1 annexed hereto.

                  "PTO" means the United States Patent and Trademark Office or
any successor or substitute office in which filings are necessary or, in the
opinion of Administrative Agent, desirable in order to create or perfect Liens
on any IP Collateral.

                  "PURCHASE MONEY OBLIGATIONS" means, with respect to any
Person, any obligations of such Person to any seller or any other Person
incurred or assumed to finance the purchase, or the cost of construction or
improvement, of real or personal property to be used in the business of such
Person or any of its Subsidiaries in an amount that is not more than 100% of the
cost, or fair market value, as appropriate, of such property, and incurred
within 90 days after the date of such acquisition (excluding accounts payable to
trade creditors incurred in the ordinary course of business).

                  "QUALIFIED INSURANCE PAYMENTS" means payments made by third
party insurers to Company and its Subsidiaries in respect of Securities
Litigation less reimbursement payments required from Company or its Subsidiaries
in connection with such payments.


                                       22
<PAGE>   23
                  "REAL PROPERTY ASSET" means, at any time of determination, any
interest then owned by any Loan Party in any real property.
                  "RECAPITALIZATION" has the meaning set forth in the recitals
hereto.

                  "RECORDED LEASEHOLD INTEREST" means a Leasehold Property with
respect to which a Record Document (as hereinafter defined) has been recorded in
all places necessary or desirable, in Administrative Agent's reasonable
judgment, to give constructive notice of such Leasehold Property to third-party
purchasers and encumbrancers of the affected real property. For purposes of this
definition, the term "RECORD DOCUMENT" means, with respect to any Leasehold
Property, (a) the lease evidencing such Leasehold Property or a memorandum
thereof, executed and acknowledged by the owner of the affected real property,
as lessor, or (b) if such Leasehold Property was acquired or subleased from the
holder of a Recorded Leasehold Interest, the applicable assignment or sublease
document, executed and acknowledged by such holder, in each case in form
sufficient to give such constructive notice upon recordation and otherwise in
form reasonably satisfactory to Administrative Agent.

                  "REFUNDED SWING LINE LOANS" has the meaning assigned to that
term in subsection 2.1A(iii).

                  "REGISTER" has the meaning assigned to that term in subsection
2.1D.

                  "REGULATED SUBSIDIARY" means each of the following
Subsidiaries of Company: Oxford Health Plans (NJ), Inc., Oxford Health Plans
(NY), Inc., Oxford Health Insurance, Inc. and Oxford Health Plans (CT), Inc. and
any other Person engaged in the Healthcare Service Business which is or becomes
a Subsidiary of Company.

                  "REGULATION D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

                  "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

                  "RELATED AGREEMENTS" means the Exchange and Purchase Agreement
and the Tender Offer Materials.

                  "RELEASE" means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

                  "REQUEST FOR ISSUANCE" means a request substantially in the
form of Exhibit III annexed hereto.


                                       23
<PAGE>   24
                  "REQUISITE CLASS LENDERS" means, at any time of determination
(i) for the Class of Lenders having Revolving Loan Exposure, Lenders having or
holding more than 66 2/3% of the aggregate Revolving Loan Exposure of all
Lenders, and (ii) for the Class of Lenders having Term Loan Exposure, Lenders
having or holding more than 66 2/3% of the aggregate Term Loan Exposure of all
Lenders.

                  "REQUISITE LENDERS" means Lenders having or holding more than
50% of the sum of the aggregate Term Loan Exposure of all Lenders plus the
aggregate Revolving Loan Exposure of all Lenders.

                  "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of Company now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of Company now or hereafter outstanding (other than a purchase of common
stock of Company tendered upon exercise of an employee stock option that
involves no payment of cash by Company), (iii) any payment made to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of Company now or hereafter
outstanding, (iv) any payment or prepayment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar payment with respect
to, any Subordinated Indebtedness, and (v) any Securities Litigation Settlement
Payment, except a payment to the extent made in shares of common stock of
Company.

                  "REVOLVING LENDER" means a Lender that has a Revolving Loan
Commitment and/or that has an outstanding Revolving Loan.

                  "REVOLVING LOAN COMMITMENT" means the commitment of a
Revolving Lender to make Revolving Loans to Company pursuant to subsection
2.1A(ii), and "REVOLVING LOAN COMMITMENTS" means such commitments of all
Revolving Lenders in the aggregate.

                  "REVOLVING LOAN COMMITMENT TERMINATION DATE" means December
31, 2005.

                  "REVOLVING LOAN EXPOSURE", with respect to any Revolving
Lender, means, as of any date of determination (i) prior to the termination of
the Revolving Loan Commitments, that Lender's Revolving Loan Commitment, and
(ii) after the termination of the Revolving Loan Commitments, the sum of (a) the
aggregate outstanding principal amount of the Revolving Loans of that Lender
plus (b) in the event that Lender is an Issuing Lender, the aggregate Letter of
Credit Usage in respect of all Letters of Credit issued by that Lender (in each
case net of any participations purchased by other Lenders in such Letters of
Credit or in any unreimbursed drawings thereunder) plus (c) the aggregate amount
of all participations purchased by that Lender in any outstanding Letters of
Credit or any unreimbursed drawings under any Letters of Credit plus (d) in the
case of Swing Line Lender, the aggregate outstanding principal amount of all
Swing Line Loans (net of any assignments thereof purchased by other Revolving
Lenders)


                                       24
<PAGE>   25
plus (e) the aggregate amount of all assignments purchased by that Lender in any
outstanding Swing Line Loans.

                  "REVOLVING LOANS" means the Loans made by Revolving Lenders to
Company pursuant to subsection 2.1A(ii).

                  "REVOLVING NOTES" means (i) the promissory notes of Company
issued pursuant to subsection 2.1E(i)(b) on the Closing Date and (ii) any
promissory notes issued by Company pursuant to the last sentence of subsection
10.1B(i) in connection with assignments of the Revolving Loan Commitments and
Revolving Loans of any Revolving Lenders, in each case substantially in the form
of Exhibit V annexed hereto, as they may be amended, supplemented or otherwise
modified from time to time.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies.

                  "SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and any successor statute.

                  "SECURITIES LITIGATION" means claims, investigations,
proceedings and litigation arising out of or relating to federal or state law
relating to the purchase or sale of Securities, excluding shareholders
derivative actions.

                  "SECURITIES LITIGATION SETTLEMENT PAYMENT" means payments made
or contributed directly or indirectly by Company in settlement of the Securities
Litigation described in the Form 10-K under Item 3, "Legal Proceedings -
Securities Class Action Litigation".

                  "SECURITY AGREEMENT" means the Security Agreement executed and
delivered on the Closing Date, substantially in the form of Exhibit XII annexed
hereto, as such Security Agreement may thereafter be amended, supplemented or
otherwise modified from time to time.

                  "SENIOR NOTE INDENTURE" means the indenture dated as of May
13, 1998, between Company and The Chase Manhattan Bank, as Trustee, pursuant to
which the Senior Notes are issued.

                  "SENIOR NOTES" means the $200,000,000 in aggregate original
principal amount of senior unsecured notes of Company issued pursuant to the
Senior Note Indenture.


                                       25
<PAGE>   26
                  "SENIOR NOTE TENDER OFFER" means the offer by Company to
purchase all of the Senior Notes pursuant to the Tender Offer Materials.

                  "SIGNIFICANT SUBSIDIARY" means any Principal Subsidiary or any
other Subsidiary that either (x) would be a "significant subsidiary" as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Exchange
Act, as such Regulation S-X is in effect on the date hereof or (y) accounted for
more than 10% of the consolidated revenues of Company and its Subsidiaries as
shown on the consolidated audited financial statements of Company for the
immediately preceding Fiscal Year.

                  "SOLVENT", with respect to any Person, means that as of the
date of determination both (i)(a) the then fair saleable value of the property
of such Person is (1) greater than the total amount of liabilities (including
contingent liabilities) of such Person and (2) not less than the amount that
will be required to pay the probable liabilities on such Person's then existing
debts as they become absolute and due considering all financing alternatives and
potential asset sales reasonably available to such Person; (b) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (c) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

                  "SPC" has the meaning specified in subsection 10.1B.

                  "STANDBY LETTER OF CREDIT" means any standby letter of credit
or similar instrument issued for the purpose of supporting (i) Indebtedness of
Company or any of its Subsidiaries in respect of industrial revenue or
development bonds or financings, (ii) workers' compensation liabilities of
Company or any of its Subsidiaries, (iii) the obligations of third party
insurers of Company or any of its Subsidiaries arising by virtue of the laws of
any jurisdiction requiring third party insurers, (iv) obligations with respect
to Capital Leases or Operating Leases of Company or any of its Subsidiaries, and
(v) performance, payment, deposit or surety obligations of Company or any of its
Subsidiaries, in any case in accordance with custom and practice in the
industry.

                  "SUBORDINATED INDEBTEDNESS" means any Indebtedness of Company
incurred from time to time and subordinated in right of payment to the
Obligations.

                  "SUBSIDIARY", with respect to any Person, means any
corporation, partnership, trust, limited liability company, association, Joint
Venture or other business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled (without regard
to the occurrence of any contingency) to vote in the election of the members of
the Governing Body is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof.


                                       26
<PAGE>   27
                  "SUBSIDIARY GUARANTOR" means any Subsidiary of Company that
executes and delivers a counterpart of the Subsidiary Guaranty pursuant to
subsection 6.8.

                  "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty to be
executed and delivered by Subsidiaries of Company from time to time in
accordance with subsection 6.8, substantially in the form of Exhibit XI annexed
hereto, as such Subsidiary Guaranty may hereafter be amended, supplemented or
otherwise modified from time to time.

                  "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to
that term in subsection 9.1B.

                  "SWING LINE LENDER" means CSFB, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as Swing Line Lender
hereunder.

                  "SWING LINE LOAN COMMITMENT" means the commitment of Swing
Line Lender to make Swing Line Loans to Company pursuant to subsection
2.1A(iii).

                  "SWING LINE LOANS" means the Loans made by Swing Line Lender
to Company pursuant to subsection 2.1A(iii).

                  "SWING LINE NOTE" means (i) the promissory note of Company
issued pursuant to subsection 2.1E(ii) on the Closing Date and (ii) any
promissory note issued by Company to any successor Administrative Agent and
Swing Line Lender pursuant to the last sentence of subsection 9.5B, in each case
substantially in the form of Exhibit VI annexed hereto, as it may be amended,
supplemented or otherwise modified from time to time.

                  "TAX" or "TAXES" means any present or future tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed, including interest, penalties, additions to tax and any
similar liabilities with respect thereto; except that, in the case of a Lender,
there shall be excluded taxes that are imposed on the overall net income or net
profits (including franchise taxes imposed in lieu thereof) by the United States
or by any other Government Entity under the laws of which the Lender is
organized or has its principal office or maintains its applicable lending
office.

                  "TENDER OFFER MATERIALS" means the Offer to Purchase and
Consent Solicitation Statement mailed by Company on November 22, 2000 to holders
of the Senior Notes, together with all exhibits, supplements and amendments
thereto and any other amendments prior to the date hereof that are approved by
Arrangers, such approval not to be unreasonably withheld.

                  "TERM LOAN COMMITMENT" means the commitment of a Lender to
make a Term Loan to Company pursuant to subsection 2.1A(i), and "TERM LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate.

                  "TERM LOAN EXPOSURE", with respect to any Lender, means, as of
any date of determination (i) prior to the funding of the Term Loans, that
Lender's Term Loan Commitment,


                                       27
<PAGE>   28
and (ii), after the funding of the Term Loans, the outstanding principal amount
of the Term Loan of that Lender.

                  "TERM LOANS" means the Loans made by Lenders to Company
pursuant to subsection 2.1A(i).

                  "TERM NOTES" means (i) the promissory notes of Company issued
pursuant to subsection 2.1E(i)(a) on the Closing Date and (ii) any promissory
notes issued by Company pursuant to the last sentence of subsection 10.1B(i) in
connection with assignments of the Term Loan Commitments or Term Loans of any
Lenders, in each case, substantially in the form of Exhibit IV annexed hereto,
as they may be amended, supplemented or otherwise modified from time to time.

                  "TITLE COMPANY" means one or more other title insurance
companies reasonably satisfactory to Administrative Agent.

                  "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at
any date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans plus (ii) the aggregate principal amount of all
outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

                  "TRANSACTION COSTS" means the fees, costs and expenses payable
by Company on or before the Closing Date in connection with the transactions
contemplated by the Loan Documents.

                  "UCC" means the Uniform Commercial Code (or any similar or
equivalent legislation) as in effect in any applicable jurisdiction.

                  "WARRANTS" means Company's Series A Warrants and Series B
Warrants, which provide the holders thereof the right to purchase common stock
of Company.

         1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
                  CALCULATIONS UNDER AGREEMENT.

                  Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Company to Lenders pursuant to clauses (ii), (iii)
and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in
effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize GAAP as in effect on the date of determination, applied
in a manner consistent with that used in preparing the financial statements
referred to in subsection 5.3. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and Company, Administrative Agent or Requisite Lenders shall so
request, Administrative Agent, Lenders and Company shall negotiate in good faith
to amend such ratio or requirement to


                                       28
<PAGE>   29
preserve the original intent thereof in light of such change in GAAP (subject to
the approval of Requisite Lenders), provided that, until so amended, such ratio
or requirement shall continue to be computed in accordance with GAAP prior to
such change therein and Company shall provide to Administrative Agent and
Lenders reconciliation statements provided for in subsection 6.1(v).

         1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

                  A. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

                  B. References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

                  C. The use in any of the Loan Documents of the word "include"
or "including", when following any general statement, term or matter, shall not
be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2.        AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

         2.1      COMMITMENTS; MAKING OF LOANS; THE REGISTER; NOTES.

                  A. COMMITMENTS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, each Lender having a Term Loan Commitment hereby severally
agrees to make the Loans as described in subsection 2.1A(i), each Lender having
a Revolving Loan Commitment hereby severally agrees to make the Loans described
in subsection 2.1A(ii) and Swing Line Lender hereby agrees to make the Swing
Line Loans as described in subsection 2.1A(iii).

                  (i) Term Loans. Each Lender that has a Term Loan Commitment
         severally agrees to lend to Company on the Closing Date an amount not
         exceeding its Pro Rata Share of the aggregate amount of the Term Loan
         Commitments to be used for the purposes identified in subsection 2.5A.
         The amount of each Lender's Term Loan Commitment is set forth opposite
         its name on Schedule 2.1 annexed hereto and the aggregate amount of the
         Term Loan Commitments is $175,000,000; provided that the Term Loan
         Commitments of Lenders shall be adjusted to give effect to any
         assignments of the Term Loan Commitments pursuant to subsection 10.1B.
         Each Lender's Term Loan Commitment shall expire immediately and without
         further action at the close of business on January 16, 2001 if the Term
         Loans are not made on or before that date. Company may make only one
         borrowing under the Term Loan Commitments. Amounts borrowed under this
         subsection 2.1A(i) and subsequently repaid or prepaid may not be
         reborrowed.


                                       29
<PAGE>   30
                  (ii) Revolving Loans. Each Revolving Lender severally agrees,
         subject to the limitations set forth below with respect to the maximum
         amount of Revolving Loans permitted to be outstanding from time to
         time, to lend to Company from time to time during the period from the
         Closing Date to but excluding the Revolving Loan Commitment Termination
         Date an aggregate amount not exceeding its Pro Rata Share of the
         aggregate amount of the Revolving Loan Commitments to be used for the
         purposes identified in subsection 2.5B. The original amount of each
         Revolving Lender's Revolving Loan Commitment is set forth opposite its
         name on Schedule 2.1 annexed hereto and the aggregate original amount
         of the Revolving Loan Commitments is $75,000,000; provided that the
         Revolving Loan Commitments of Revolving Lenders shall be adjusted to
         give effect to any assignments of the Revolving Loan Commitments
         pursuant to subsection 10.1B and shall be reduced from time to time by
         the amount of any reductions thereto made pursuant to subsection 2.4.
         Each Revolving Lender's Revolving Loan Commitment shall expire on the
         Revolving Loan Commitment Termination Date and all Revolving Loans and
         all other amounts owed hereunder with respect to the Revolving Loans
         and the Revolving Loan Commitments shall be paid in full no later than
         that date; provided that each Revolving Lender's Revolving Loan
         Commitment shall expire immediately and without further action at the
         close of business on January 16, 2001 if the Term Loans and the initial
         Revolving Loans are not made on or before that date. Amounts borrowed
         under this subsection 2.1A(ii) may be repaid and reborrowed to but
         excluding the Revolving Loan Commitment Termination Date.

                  Anything contained in this Agreement to the contrary
notwithstanding, in no event shall the Total Utilization of the Revolving Loan
Commitments at any time exceed the Revolving Loan Commitments then in effect.

                  (iii)    Swing Line Loans.

                           (a) General Provisions. Swing Line Lender hereby
                  agrees, subject to the limitations set forth below with
                  respect to the maximum amount of Swing Line Loans permitted to
                  be outstanding from time to time, to make a portion of the
                  Revolving Loan Commitments available to Company from time to
                  time during the period from the Closing Date to but excluding
                  the Revolving Loan Commitment Termination Date by making Swing
                  Line Loans to Company in an aggregate amount not exceeding the
                  amount of the Swing Line Loan Commitment to be used for the
                  purposes identified in subsection 2.5B, notwithstanding the
                  fact that such Swing Line Loans, when aggregated with Swing
                  Line Lender's outstanding Revolving Loans and Swing Line
                  Lender's Pro Rata Share of the Letter of Credit Usage then in
                  effect, may exceed Swing Line Lender's Revolving Loan
                  Commitment. The original amount of the Swing Line Loan
                  Commitment is $5,000,000; provided that any reduction of the
                  Revolving Loan Commitments made pursuant to subsection 2.4
                  that reduces the aggregate Revolving Loan Commitments to an
                  amount less than the then current amount of the Swing Line
                  Loan Commitment shall result in an automatic corresponding
                  reduction of the Swing Line Loan Commitment to the amount of
                  the Revolving Loan Commitments, as so reduced, without any
                  further action on the part of Company,


                                       30
<PAGE>   31
                  Administrative Agent or Swing Line Lender. The Swing Line Loan
                  Commitment shall expire on the Revolving Loan Commitment
                  Termination Date and all Swing Line Loans and all other
                  amounts owed hereunder with respect to the Swing Line Loans
                  shall be paid in full no later than that date; provided that
                  the Swing Line Loan Commitment shall expire immediately and
                  without further action at the close of business on January 16,
                  2001 if the Term Loans and the initial Revolving Loans are not
                  made on or before that date. Amounts borrowed under this
                  subsection 2.1A(iii) may be repaid and reborrowed to but
                  excluding the Revolving Loan Commitment Termination Date.

                  Anything contained in this Agreement to the contrary
notwithstanding, the Swing Line Loans and the Swing Line Commitment shall be
subject to the limitation that in no event shall the Total Utilization of
Revolving Loan Commitments at any time exceed the Revolving Loan Commitments
then in effect.

                           (b) Swing Line Loan Prepayment with Proceeds of
                  Revolving Loans. With respect to any Swing Line Loans that
                  have not been voluntarily prepaid by Company pursuant to
                  subsection 2.4B(i), Swing Line Lender may, at any time in its
                  sole and absolute discretion, deliver to Administrative Agent
                  (with a copy to Company), no later than 10:00 A.M. (New York
                  City time) on the first Business Day in advance of the
                  proposed Funding Date, a notice requesting Revolving Lenders
                  to make Revolving Loans that are Base Rate Loans on such
                  Funding Date in an amount equal to the amount of such Swing
                  Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on
                  the date such notice is given. Company hereby authorizes the
                  giving of any such notice and the making of any such Revolving
                  Loans. Anything contained in this Agreement to the contrary
                  notwithstanding, (1) the proceeds of such Revolving Loans made
                  by Revolving Lenders other than Swing Line Lender shall be
                  immediately delivered by Administrative Agent to Swing Line
                  Lender (and not to Company) and applied to repay a
                  corresponding portion of the Refunded Swing Line Loans and (2)
                  on the day such Revolving Loans are made, Swing Line Lender's
                  Pro Rata Share of the Refunded Swing Line Loans shall be
                  deemed to be paid with the proceeds of a Revolving Loan made
                  by Swing Line Lender, and such portion of the Swing Line Loans
                  deemed to be so paid shall no longer be outstanding as Swing
                  Line Loans but shall instead constitute part of Swing Line
                  Lender's outstanding Revolving Loans. Company hereby
                  authorizes Administrative Agent and Swing Line Lender to
                  charge Company's accounts with Administrative Agent and Swing
                  Line Lender (up to the amount available in each such account)
                  in order to immediately pay Swing Line Lender the amount of
                  the Refunded Swing Line Loans to the extent the proceeds of
                  such Revolving Loans made by Revolving Lenders, including the
                  Revolving Loan deemed to be made by Swing Line Lender, are not
                  sufficient to repay in full the Refunded Swing Line Loans. If
                  any portion of any such amount paid (or deemed to be paid) to
                  Swing Line Lender should be recovered by or on behalf of
                  Company from Swing Line Lender in any bankruptcy proceeding,
                  in any assignment for the benefit of creditors or


                                       31
<PAGE>   32
                  otherwise, the loss of the amount so recovered shall be
                  ratably shared among all Lenders in the manner contemplated by
                  subsection 10.5.

                           (c) Swing Line Loan Assignments. If for any reason
                  (1) Revolving Loans are not made upon the request of Swing
                  Line Lender as provided in the immediately preceding paragraph
                  in an amount sufficient to repay any amounts owed to Swing
                  Line Lender in respect of any outstanding Swing Line Loans or
                  (2) the Revolving Loan Commitments are terminated at a time
                  when any Swing Line Loans are outstanding, each Revolving
                  Lender shall be deemed to, and hereby agrees to, have
                  purchased an assignment of such outstanding Swing Line Loans
                  in an amount equal to its Pro Rata Share (calculated, in the
                  case of the foregoing clause (2), immediately prior to such
                  termination of the Revolving Loan Commitments) of the unpaid
                  amount of such Swing Line Loans together with accrued interest
                  thereon. Upon one Business Day's notice from Swing Line
                  Lender, each Revolving Lender shall deliver to Swing Line
                  Lender an amount equal to its respective assignment in same
                  day funds at the Funding and Payment Office. In order to
                  further evidence such assignment (and without prejudice to the
                  effectiveness of the assignment provisions set forth above),
                  each Revolving Lender agrees to enter into an Assignment
                  Agreement at the request of Swing Line Lender in form and
                  substance reasonably satisfactory to Swing Line Lender. In the
                  event any Revolving Lender fails to make available to Swing
                  Line Lender the amount of such Revolving Lender's assignment
                  as provided in this paragraph, Swing Line Lender shall be
                  entitled to recover such amount on demand from such Revolving
                  Lender together with interest thereon at the rate customarily
                  used by Swing Line Lender for the correction of errors among
                  banks for three Business Days and thereafter at the Base Rate.
                  In the event Swing Line Lender receives a payment of any
                  amount in which other Revolving Lenders have purchased
                  assignments as provided in this paragraph, Swing Line Lender
                  shall promptly distribute to each such other Revolving Lender
                  its Pro Rata Share of such payment.

                           (d) Revolving Lenders' Obligations. Anything
                  contained herein to the contrary notwithstanding, each
                  Revolving Lender's obligation to make Revolving Loans for the
                  purpose of repaying any Refunded Swing Line Loans pursuant to
                  subsection 2.1A(iii)(b) and each Revolving Lender's obligation
                  to purchase an assignment of any unpaid Swing Line Loans
                  pursuant to the immediately preceding paragraph shall be
                  absolute and unconditional and shall not be affected by any
                  circumstance, including (1) any set-off, counterclaim,
                  recoupment, defense or other right which such Revolving Lender
                  may have against Swing Line Lender, Company or any other
                  Person for any reason whatsoever; (2) the occurrence or
                  continuation of an Event of Default or a Potential Event of
                  Default; (3) any adverse change in the business, operations,
                  properties, assets, condition (financial or otherwise) or
                  prospects of Company or any of its Subsidiaries; (4) any
                  breach of this Agreement or any other Loan Document by any
                  party thereto; or (5) any other circumstance, happening or
                  event whatsoever, whether or not similar to any


                                       32
<PAGE>   33
                  of the foregoing; provided that such obligations of each
                  Revolving Lender are subject to the condition that (x) Swing
                  Line Lender believed in good faith that all conditions under
                  Section 4 to the making of the applicable Refunded Swing Line
                  Loans or other unpaid Swing Line Loans, as the case may be,
                  were satisfied at the time such Refunded Swing Line Loans or
                  unpaid Swing Line Loans were made or (y) the satisfaction of
                  any such condition not satisfied had been waived in accordance
                  with subsection 10.6 prior to or at the time such Refunded
                  Swing Line Loans or other unpaid Swing Line Loans were made.

                  B. BORROWING MECHANICS. Term Loans or Revolving Loans made on
any Funding Date (other than Revolving Loans made pursuant to a request by Swing
Line Lender pursuant to subsection 2.1A(iii)) shall be in an aggregate minimum
amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing
Line Loans made on any Funding Date shall be in an aggregate minimum amount of
$1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company
desires that Lenders make Term Loans or Revolving Loans it shall deliver to
Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York
City time) at least three Business Days in advance of the proposed Funding Date
(in the case of a LIBOR Loan) or at least one Business Day in advance of the
proposed Funding Date (in the case of a Base Rate Loan). Whenever Company
desires that Swing Line Lender make a Swing Line Loan, it shall deliver to
Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York
City time) on the proposed Funding Date. Term Loans and Revolving Loans may be
continued as or converted into Base Rate Loans and LIBOR Loans in the manner
provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing,
Company may give Administrative Agent telephonic notice by the required time of
any proposed borrowing under this subsection 2.1B; provided that such notice
shall be promptly confirmed in writing by delivery of a Notice of Borrowing to
Administrative Agent on or before the applicable Funding Date.

                  Neither Administrative Agent nor any Lender shall incur any
liability to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by an Officer or
other person authorized to borrow on behalf of Company or for otherwise acting
in good faith under this subsection 2.1B or under subsection 2.2D, and upon
funding of Loans by Lenders, and upon conversion or continuation of the
applicable basis for determining the interest rate with respect to any Loans
pursuant to subsection 2.2D, in each case in accordance with this Agreement,
pursuant to any such telephonic notice Company shall have effected Loans or a
conversion or continuation, as the case may be, hereunder.

                  Company shall notify Administrative Agent prior to the funding
of any Loans in the event that any of the matters to which Company is required
to certify in the applicable Notice of Borrowing is no longer true and correct
as of the applicable Funding Date, and the acceptance by Company of the proceeds
of any Loans shall constitute a re-certification by Company, as of the
applicable Funding Date, as to the matters to which Company is required to
certify in the applicable Notice of Borrowing.


                                       33
<PAGE>   34
                  Except as otherwise provided in subsections 2.6B, 2.6C and
2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for
conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing or to effect
a conversion or continuation in accordance therewith.

                  C. DISBURSEMENT OF FUNDS. All Term Loans and Revolving Loans
under this Agreement shall be made by Lenders simultaneously and proportionately
to their respective Pro Rata Shares, it being understood that no Lender shall be
responsible for any default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder nor shall the Commitment of any
Lender to make the particular type of Loan requested be increased or decreased
as a result of a default by any other Lender in that other Lender's obligation
to make a Loan requested hereunder. Promptly after receipt by Administrative
Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice
in lieu thereof), Administrative Agent shall notify each Lender for that type of
Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each
such Lender shall make the amount of its Loan available to Administrative Agent
not later than 12:00 Noon (New York City time) on the applicable Funding Date,
and Swing Line Lender shall make the amount of its Swing Line Loan available to
Administrative Agent not later than 2:00 P.M. (New York City time) on the
applicable Funding Date, in each case in same day funds in Dollars, at the
Funding and Payment Office. Except as provided in subsection 2.1A(iii) with
respect to Revolving Loans used to repay Refunded Swing Line Loans satisfaction
or waiver of the conditions precedent specified in subsections 4.1 (in the case
of Loans made on the Closing Date) and 4.2 (in the case of all Loans),
Administrative Agent shall make the proceeds of such Loans available to Company
not later than 2:30 P.M. on the applicable Funding Date by causing an amount of
same day funds in Dollars equal to the proceeds of all such Loans received by
Administrative Agent from Lenders to be credited to the account of Company at
the Funding and Payment Office.

                  Unless Administrative Agent shall have been notified by any
Lender prior to a Funding Date for any Loans that such Lender does not intend to
make available to Administrative Agent the amount of such Lender's Loan
requested on such Funding Date, Administrative Agent may assume that such Lender
has made such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement on the Loan made on such Funding Date. Nothing
in this subsection 2.1C shall be deemed to


                                       34
<PAGE>   35
relieve any Lender from its obligation to fulfill its Commitments hereunder or
to prejudice any rights that Company may have against any Lender as a result of
any default by such Lender hereunder.

                  D. THE REGISTER.

                  Administrative Agent, acting for these purposes solely as an
agent of Company (it being acknowledged that Administrative Agent, in such
capacity, and its officers, directors, employees, agent and affiliates shall
constitute Indemnitees under subsection 9.3), shall maintain (and make available
for inspection by Company and Lenders upon reasonable prior notice at reasonable
times) at its address referred to in subsection 9.8 a register for the
recordation of, and shall record, the names and addresses of Lenders and the
Term Loan Commitment, Term Loans, Revolving Loan Commitment, Revolving Loans,
Swing Line Loan Commitment and Swing Line Loans of each Lender from time to time
(the "REGISTER"). Company, Administrative Agent and Lenders shall deem and treat
the Persons listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof; all
amounts owed with respect to any Commitment or Loan shall be owed to the Lender
listed in the Register as the owner thereof; and any request, authority or
consent of any Person who, at the time of making such request or giving such
authority or consent, is listed in the Register as a Lender shall be conclusive
and binding on any subsequent holder, assignee or transferee of the
corresponding Commitments or Loans. Each Lender shall record on its internal
records the amount of its Loans and Commitments and each payment in respect
hereof, and any such recordation shall be conclusive and binding on Company,
absent manifest error, subject to the entries in the Register, which shall,
absent manifest error, govern in the event of any inconsistency with any
Lender's records. Failure to make any recordation in the Register or in any
Lender's records, or any error in such recordation, shall not affect any Loans
or Commitments or any Obligations in respect of any Loans.

                  E. OPTIONAL NOTES. If so requested by any Lender by written
notice to Company (with a copy to Administrative Agent) at least two Business
Days prior to the Closing Date or at any time thereafter, Company shall execute
and deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender pursuant to subsection
10.1) on the Closing Date (or, if such notice is delivered after the Closing
Date, promptly after Company's receipt of such notice) a promissory note or
promissory notes to evidence such Lender's Term Loan, Revolving Loans or Swing
Line Loans, substantially in the form of Exhibit IV, Exhibit V or Exhibit VI
annexed hereto, respectively, with appropriate insertions.

         2.2      INTEREST ON THE LOANS.

                  A. RATE OF INTEREST. Subject to the provisions of subsections
2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the
unpaid principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
LIBO Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan
shall bear interest on the unpaid principal amount thereof from the date made
through maturity (whether by acceleration or otherwise) at a rate determined by


                                       35
<PAGE>   36
reference to the Base Rate. The applicable basis for determining the rate of
interest with respect to any Term Loan or any Revolving Loan shall be selected
by Company initially at the time a Notice of Borrowing is given with respect to
such Loan pursuant to subsection 2.1B, and the basis for determining the
interest rate with respect to any Term Loan or any Revolving Loan may be changed
from time to time pursuant to subsection 2.2D. If on any day a Term Loan or
Revolving Loan is outstanding with respect to which notice has not been
delivered to Administrative Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the rate of interest, then for
that day that Loan shall bear interest determined by reference to the Base Rate.

                  (i) Subject to the provisions of subsections 2.2E, 2.2G and
         2.7, the Term Loans and the Revolving Loans shall bear interest through
         maturity as follows:

                           (a) if a Base Rate Loan, a rate per annum equal at
                  all times to the Base Rate plus the Applicable Base Rate
                  Margin; or

                           (b) if a LIBOR Loan, a rate per annum equal at all
                  times to the LIBO Rate plus the Applicable LIBOR Margin.

                  (ii) Subject to the provisions of subsections 2.2E, 2.2G and
         2.7, the Swing Line Loans shall bear interest through maturity at the
         sum of the Base Rate plus the Applicable Base Rate Margin for Revolving
         Loans minus 0.50% per annum.

At such time as a change in the Credit Ratings occurs, Company shall notify
Administrative Agent of such change, and the Applicable Base Rate Margin and
Applicable LIBOR Margin shall automatically be adjusted to reflect the change in
such Credit Ratings, such adjustment to become effective on the next succeeding
Business Day following the date on which the change in the Credit Ratings by S&P
or Moody's, as the case may be, was publicly announced.

                  B. INTEREST PERIODS. In connection with each LIBOR Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three, six or, with the concurrence
of Lenders making the Loan, a nine or twelve month period; provided that:

                  (i) the initial Interest Period for any LIBOR Loan shall
         commence on the Funding Date in respect of such Loan, in the case of a
         Loan initially made as a LIBOR Loan, or on the date specified in the
         applicable Notice of Conversion/Continuation, in the case of a Loan
         converted to a LIBOR Loan;

                  (ii) in the case of immediately successive Interest Periods
         applicable to a LIBOR Loan continued as such pursuant to a Notice of
         Conversion/Continuation, each successive Interest Period shall commence
         on the day on which the next preceding Interest Period expires;

                                       36
<PAGE>   37
                  (iii) if an Interest Period would otherwise expire on a day
         that is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; provided that, if any Interest Period
         would otherwise expire on a day that is not a Business Day but is a day
         of the month after which no further Business Day occurs in such month,
         such Interest Period shall expire on the next preceding Business Day;

                  (iv) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (v) of this subsection 2.2B, end on
         the last Business Day of a calendar month;

                  (v) no Interest Period with respect to any portion of the Term
         Loans shall extend beyond June 30, 2006, and no Interest Period with
         respect to any portion of the Revolving Loans shall extend beyond the
         Revolving Loan Commitment Termination Date;

                  (vi) there shall be no more than twenty Interest Periods
         outstanding at any time; and

                  (vii) in the event Company fails to specify an Interest Period
         for any LIBOR Loan in the applicable Notice of Borrowing or Notice of
         Conversion/Continuation, Company shall be deemed to have selected an
         Interest Period of one month.

                  C. INTEREST PAYMENTS. Subject to the provisions of subsection
2.2E, interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity) provided that in the event any Swing Line Loans or any Revolving Loans
that are Base Rate Loans are prepaid pursuant to subsection 2.4B(i), interest
accrued on such Loans through the date of such prepayment shall be payable on
the next succeeding Interest Payment Date applicable to Base Rate Loans (or, if
earlier, at final maturity).

                  D. CONVERSION OR CONTINUATION. Subject to the provisions of
subsection 2.6, Company shall have the option (i) to convert at any time all or
any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000
and multiples of $1,000,000 in excess of that amount from Loans bearing interest
at a rate determined by reference to one basis to Loans bearing interest at a
rate determined by reference to an alternative basis or (ii) upon the expiration
of any Interest Period applicable to a LIBOR Loan, to continue all or any
portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess
of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be
converted into a Base Rate Loan on the expiration date of an Interest Period
applicable thereto unless Company compensates Lenders for all breakage costs
resulting from such payment or conversion pursuant to subsection 2.6D.

                  Company shall deliver a Notice of Conversion/Continuation to
Administrative Agent no later than 10:00 A.M. (New York City time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a
                                       37
<PAGE>   38
conversion to, or a continuation of, a LIBOR Loan). In lieu of delivering a
Notice of Conversion/Continuation, Company may give Administrative Agent
telephonic notice by the required time of any proposed conversion/continuation
under this subsection 2.2D; provided that such notice shall be promptly
confirmed in writing by delivery of a Notice of Conversion/Continuation to
Administrative Agent on or before the proposed conversion/continuation date.
Upon receipt of written or telephonic notice of any proposed
conversion/continuation under this subsection 2.2D, Administrative Agent shall
promptly transmit such notice by telefacsimile or telephone to each Lender of
the Loan subject to the Notice of Conversion/Continuation.

                  E. DEFAULT RATE. Any principal payments on the Loans not paid
when due and, to the extent permitted by applicable law, any interest payments
on the Loans or any fees or other amounts owed hereunder not paid when due, in
each case whether at stated maturity, by notice of prepayment, by acceleration
or otherwise, shall thereafter bear interest (including post-petition interest
in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable on demand at a rate which is 2% per annum in excess of the interest rate
otherwise payable under this Agreement with respect to the applicable Loans (or,
in the case of any such fees and other amounts, at a rate which is 2% per annum
in excess of the interest rate otherwise payable under this Agreement for Base
Rate Loans); provided that, in the case of LIBOR Loans, upon the expiration of
the Interest Period in effect at the time any such increase in interest rate is
effective such LIBOR Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement for Base Rate
Loans. Payment or acceptance of the increased rates of interest provided for in
this subsection 2.2E is not a permitted alternative to timely payment and shall
not constitute a waiver of any Event of Default or otherwise prejudice or limit
any rights or remedies of Administrative Agent or any Lender.

                  F. COMPUTATION OF INTEREST. Interest on the Loans shall be
computed (i) in the case of Base Rate Loans, on the basis of a 365-day or
366-day year, as the case may be, and (ii) in the case of LIBOR Loans, on the
basis of a 360-day year, in each case for the actual number of days elapsed in
the period during which it accrues. In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a LIBOR
Loan, the date of conversion of such LIBOR Loan to such Base Rate Loan, as the
case may be, shall be included, and the date of payment of such Loan or the
expiration date of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted to a LIBOR Loan, the date of conversion of
such Base Rate Loan to such LIBOR Loan, as the case may be, shall be excluded;
provided that if a Loan is repaid on the same day on which it is made, one day's
interest shall be paid on that Loan.

                  G. MAXIMUM RATE. Notwithstanding the foregoing provisions of
this subsection 2.2, in no event shall the rate of interest payable by Company
with respect to any Loan exceed the maximum rate of interest permitted to be
charged under applicable law.

                                       38
<PAGE>   39
         2.3      FEES.

                  A. COMMITMENT FEES. Company agrees to pay to Administrative
Agent, for distribution to each Revolving Lender in proportion to that Lender's
Pro Rata Share, commitment fees for the period from and including the Closing
Date to and excluding the Revolving Loan Commitment Termination Date equal to
the average of the daily excess of the Revolving Loan Commitments over the Total
Utilization of Revolving Loan Commitments (but not including any outstanding
Swing Line Loans) multiplied by 1/2 of 1% per annum, such commitment fees to be
calculated on the basis of a 360-day year and the actual number of days elapsed
and to be payable quarterly in arrears on the last Business Day of each March,
June, September and December of each year, commencing on the first such date to
occur after the Closing Date, and on the Revolving Loan Commitment Termination
Date.

                  B. OTHER FEES. Company agrees to pay to Administrative Agent
on the Closing Date for distribution to Administrative Agent and Arrangers such
other fees in the amounts and at the times separately agreed upon in writing
among Company, Arrangers and Administrative Agent.

         2.4      REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN
                  COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS;
                  APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS AFTER AN
                  EVENT OF DEFAULT.

                  A. SCHEDULED PAYMENTS OF TERM LOANS AND SCHEDULED REDUCTIONS
OF REVOLVING LOAN COMMITMENTS.

                  (i) Scheduled Payments of Term Loans. Company shall make
         principal payments on the Term Loans in installments on the dates and
         in the amounts set forth below:

<TABLE>
<CAPTION>
                         SCHEDULED REPAYMENT                         SCHEDULED REPAYMENT
                                DATE                                    OF TERM LOANS
                                ----                                    -------------
<S>                                                                  <C>
                         March 31, 2001                                 $  5,468,750
                         June 30, 2001                                  $  5,468,750
                         September 30, 2001                             $  5,468,750
                         December 31, 2001                              $  5,468,750

                         March 31, 2002                                 $  6,562,500
                         June 30, 2002                                  $  6,562,500
                         September 30, 2002                             $  6,562,500
                         December 31, 2002                              $  6,562,500

                         March 31, 2003                                 $  7,656,250
                         June 30, 2003                                  $  7,656,250
                         September 30, 2003                             $  7,656,250
                         December 31, 2003                              $  7,656,250
</TABLE>

                                       39
<PAGE>   40
<TABLE>
<CAPTION>
                         SCHEDULED REPAYMENT                         SCHEDULED REPAYMENT
                                DATE                                    OF TERM LOANS
                                ----                                    -------------
<S>                                                                  <C>
                         March 31, 2004                                 $  8,750,000
                         June 30, 2004                                  $  8,750,000
                         September 30, 2004                             $  8,750,000
                         December 31, 2004                              $  8,750,000

                         March 31, 2005                                 $  9,843,750
                         June 30, 2005                                  $  9,843,750
                         September 30, 2005                             $  9,843,750
                         December 31, 2005                              $  9,843,750

                         March 31, 2006                                 $ 10,937,500
                         June 30, 2006                                  $ 10,937,500
                                                                        ------------

                                  TOTAL                                 $175,000,000
</TABLE>


; provided that the scheduled installments of principal of the Term Loan set
forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term Loans in accordance with subsection 2.4B(iv); provided
further that the Term Loans and all other amounts owed hereunder with respect to
the Term Loans shall be paid in full no later than June 30, 2006, and the final
installment payable by Company in respect of the Term Loan on such date shall be
in an amount, if such amount is different from that specified above, sufficient
to repay all amounts owing by Company under this Agreement with respect to the
Term Loan.

                  (ii) Scheduled Reductions of Revolving Loan Commitments. The
         Revolving Loan Commitments shall be permanently reduced on the dates
         and in the amounts set forth below:

<TABLE>
<CAPTION>
                             SCHEDULED                             SCHEDULED REDUCTION OF
                             REDUCTION                                REVOLVING LOAN
                               DATE                                     COMMITMENTS
                               ----                                     -----------
<S>                                                                <C>
                         January 1, 2005                                $25,000,000
                         December 31, 2005                              $50,000,000
                                                                        -----------

                                  TOTAL                                 $75,000,000
</TABLE>


; provided that the scheduled reductions of the Revolving Loan Commitments set
forth above shall be reduced in connection with any voluntary or mandatory
reductions of the Revolving Loan Commitments in accordance with subsection
2.4B(iv).

                                       40
<PAGE>   41
         B. PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN COMMITMENTS.

         (i) Voluntary Prepayments. Company may, upon written or telephonic
notice to Administrative Agent on or prior to 1:00 P.M. (New York City time) on
the date of prepayment, which notice, if telephonic, shall be promptly confirmed
in writing, at any time and from time to time prepay any Swing Line Loan on any
Business Day in whole or in part (without penalty or premium) in an aggregate
minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount.
Company may, upon not less than one Business Day's prior written or telephonic
notice, in the case of Base Rate Loans and, if the related Interest Period or
Interest Periods end on the date of prepayment, LIBOR Loans, and three Business
Days' prior written or telephonic notice, in the case of LIBOR Loans, if the
related Interest Period or Interest Periods do not end on the date of
prepayment, in each case given to Administrative Agent by 1:00 P.M. (New York
City time) on the date required and, if given by telephone, promptly confirmed
in writing to Administrative Agent (and Administrative Agent will promptly
notify each Lender of such notice), at any time and from time to time prepay any
Term Loans or Revolving Loans on any Business Day in whole or in part (without
penalty or premium) in an aggregate minimum amount of $5,000,000 and multiples
of $1,000,000 in excess of that amount; provided, however, that a LIBOR Loan may
only be prepaid on the expiration of the Interest Period applicable thereto
unless Company compensates Lenders for all breakage costs resulting from such
payment or conversion pursuant to subsection 2.6D. Notice of prepayment having
been given as aforesaid, the principal amount of the Loans specified in such
notice shall become due and payable on the prepayment date specified therein.
Any such voluntary prepayment shall be applied as specified in subsection
2.4B(iv).

         (ii) Voluntary Reductions of Revolving Loan Commitments. Company may,
upon not less than three Business Days' prior written or telephonic notice
confirmed in writing to Administrative Agent (and Administrative Agent will
promptly notify each Revolving Lender of such notice), at any time and from time
to time terminate in whole or permanently reduce in part, without premium or
penalty, the Revolving Loan Commitments in an amount up to the amount by which
the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan
Commitments at the time of such proposed termination or reduction; provided that
any such partial reduction of the Revolving Loan Commitments shall be in an
aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of
that amount. Company's notice to Administrative Agent shall designate the date
(which shall be a Business Day) of such termination or reduction and the amount
of any partial reduction, and such termination or reduction of the Revolving
Loan Commitments shall be effective on the date specified in Company's notice
and shall reduce the Revolving Loan Commitment of each Revolving Lender
proportionately to its Pro Rata Share. Any such voluntary reduction of the
Revolving Loan Commitments shall be applied as specified in subsection 2.4B(iv).

         (iii) Mandatory Prepayments and Mandatory Reductions of Revolving Loan
Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments
shall be permanently reduced in the amounts and under the circumstances set
forth below,

                                       41
<PAGE>   42
all such prepayments and/or reductions to be applied as set forth below or as
more specifically provided in subsection 2.4B(iv):

                  (a) Prepayments and Reductions From Net Asset Sale Proceeds.
         No later than the first Business Day following the date of receipt by
         Company or any of its Subsidiaries of any Net Asset Sale Proceeds in
         respect of any Asset Sale (excluding up to $10,000,000 in proceeds from
         the sale of existing computer equipment under the Company's Information
         Systems outsourcing contract), Company shall either (1) prepay the
         Loans and/or the Revolving Loan Commitments shall be permanently
         reduced in an aggregate amount equal to such Net Asset Sale Proceeds or
         (2) so long as no Potential Event of Default or Event of Default shall
         have occurred and be continuing, deliver to Administrative Agent an
         Officer's Certificate setting forth that portion of such Net Asset Sale
         Proceeds that Company or such Subsidiary intends to apply within 364
         days of the date of receipt of such Net Asset Sale Proceeds (i) to make
         investments in, to make capital expenditures relating to, or to acquire
         other tangible assets, (ii) to make Capital Contributions, or (iii)
         with respect to Net Asset Sale Proceeds received from an Asset Sale by
         a Regulated Subsidiary which are not permitted under applicable
         Healthcare Regulations to be distributed or otherwise transferred
         without the consent or approval of a Healthcare Regulator, to retain
         such Net Asset Sale Proceeds. In addition, Company shall, or shall
         cause one or more of its Subsidiaries to, promptly and diligently apply
         such Net Asset Sale Proceeds to such purposes; provided that mandatory
         prepayments required to be made from Asset Sales by Regulated
         Subsidiaries will be subject to compliance with applicable regulatory
         requirements, including without limitation any Healthcare Regulations.
         In addition, Company shall, no later than the 365th day after receipt
         of any Net Asset Sale Proceeds that Company intends to reinvest as
         provided in clause (2)(i) above and as described in the Officer's
         Certificate delivered pursuant to clause (2) above that have not
         theretofore been so reinvested, make an additional prepayment of the
         Loans (and/or the Revolving Loan Commitments shall be permanently
         reduced) in the full amount of all such Net Asset Sale Proceeds that
         are not so reinvested.

                  (b) Prepayments and Reductions Due to Issuance of Equity
         Securities. No later than the first Business Day following receipt by
         Company or any of its Subsidiaries of the Cash proceeds (any such
         proceeds (other than proceeds received from the exercise of employee,
         director and contractor stock options of Company or any of its
         Subsidiaries pursuant to stock option plans approved by Company's
         Governing Body), net of (i) reasonable and customary underwriting
         discounts and commissions, financial advisory or placement fees and
         other reasonable costs and expenses associated therewith, including
         reasonable legal fees and expenses, (ii) any Capital Contributions
         required to be made from such proceeds to Company's Principal
         Subsidiaries, and (iii) payments from such proceeds made in connection
         with any settlement or resolution of any Securities Litigation, being
         "NET EQUITY SECURITIES PROCEEDS") from the issuance of any

                                       42
<PAGE>   43
         equity Securities of Company or any of its Subsidiaries after the
         Closing Date, Company shall prepay the Loans and/or permanently reduce
         the Revolving Loan Commitments in an aggregate amount equal to 50% of
         such Net Equity Securities Proceeds; provided that Company shall have
         delivered to Administrative Agent, on or before such date of receipt,
         an Officers' Certificate certifying as to the facts giving rise to any
         Capital Contributions required to be made with such Net Equity
         Securities Proceeds; provided, further, if Net Equity Securities
         Proceeds otherwise required to be used to prepay the Loans by this
         clause (b) at any time do not equal or exceed $5,000,000, Company may
         defer prepayment and/or reduction of the Revolving Loan Commitments
         until aggregate Net Equity Securities Proceeds equal at least
         $5,000,000, such deferral to be evidenced by an Officers' Certificate
         setting forth the calculation of the Net Equity Securities Proceeds.

                  (c) Prepayments and Reductions Due to Issuance of
         Indebtedness. No later than the first Business Day following receipt by
         Company or any of its Subsidiaries of the Cash proceeds (any such
         proceeds, net of reasonable and customary underwriting discounts and
         commissions, financial advisory or placement fees and other reasonable
         costs and expenses associated therewith, including reasonable legal
         fees and expenses, being "NET DEBT SECURITIES PROCEEDS") from the
         issuance of any debt Securities of Company or any of its Subsidiaries
         after the Closing Date, Company shall prepay the Loans and/or
         permanently reduce the Revolving Loan Commitments in an aggregate
         amount equal to 100% of such Net Debt Securities Proceeds; provided
         that, if Net Debt Securities Proceeds otherwise required to be used to
         prepay the Loans by this clause (c) at any time do not equal or exceed
         $5,000,000, Company may defer prepayment and/or reduction of the
         Revolving Loan Commitments until aggregate Net Debt Securities Proceeds
         equal at least $5,000,000, such deferral to be evidenced by an
         Officers' Certificate setting forth the calculation of the Net Debt
         Securities Proceeds.

                  (d) Prepayments and Reductions from Company Excess Cash Flow.
         In the event that there shall be Company Excess Cash Flow for any
         Fiscal Quarter (commencing with the Fiscal Quarter ending June 30,
         2001), Company shall, no later than 45 days after the end of such
         Fiscal Quarter (or in the case of the fourth Fiscal Quarter, 90 days),
         prepay the Loans and/or permanently reduce the Revolving Loan
         Commitments in an aggregate amount equal to 50% of such Company Excess
         Cash Flow; provided that no prepayment shall be required pursuant to
         this clause (d) for a Fiscal Quarter if Company Excess Cash Flow does
         not equal or exceed $1,250,000 for such Fiscal Quarter.

                  (e) Prepayments Due to Change of Control. Upon the occurrence
         of a Change of Control, Company shall prepay the Loans in full and
         deposit in the Collateral Account an amount equal to the aggregate
         amount that may be drawn under all Letters of Credit then outstanding,
         together with a premium equal to 1.00% of the aggregate principal
         amount of Loans so prepaid and the aggregate

                                       43
<PAGE>   44
         amount that may be drawn under all Letters of Credit then outstanding,
         and the Revolving Loan Commitments shall be terminated.

                  (f) Prepayments and Reductions Resulting from Litigation
         Settlement. Concurrently with, and after giving effect to, the making
         of any Securities Litigation Settlement Payment, the Revolving Loan
         Commitments will be automatically and permanently reduced, first, to an
         amount equal to the sum of the amount by which the Revolving Loan
         Commitments pursuant to the proceeding clause exceeds $50,000,000 plus
         the lesser of (1) $50,000,000 and (2) the then Total Utilization of
         Revolving Loan Commitments, and, second, by an amount, not in excess of
         the amount by which the Revolving Loan Commitments pursuant to the
         proceeding clause exceeds $50,000,000, by which cash on hand of Company
         exceeds $35,000,000, and the Revolving Loans and Swing Line Loans shall
         be prepaid to the extent the principal amount thereof exceeds the
         Revolving Loan Commitment as so reduced. In addition, after the making
         of such Securities Litigation Settlement Payment, the Revolving Loan
         Commitments in excess of $50,000,000 will thereafter be automatically
         and permanently reduced in an amount equal to the principal amount of
         any Swing Line Loans or Revolving Loans that are repaid or any Letters
         of Credit that are terminated ("EXCESS COMMITMENT PAYMENTS").

                  (g) Calculations of Net Proceeds Amounts; Additional
         Prepayments and Reductions Based on Subsequent Calculations.
         Concurrently with any prepayment of the Loans and/or reduction of the
         Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d) or
         2.4B(iii)(f), Company shall deliver to Administrative Agent an
         Officer's Certificate demonstrating the calculation of the amount of
         the applicable Net Asset Sale Proceeds, Net Equity Securities Proceeds,
         Net Debt Securities Proceeds, Company Excess Cash Flow, Securities
         Litigation Settlement Payment, or Excess Commitment Payments, as the
         case may be, that gave rise to such prepayment and/or reduction, and,
         in the case of subsection 2.4B(iii)(f), upon the making of the
         Securities Litigation Settlement Payment, an Officer's Certificate
         demonstrating the calculation of the Revolving Loan Commitment as so
         reduced. In the event that Company shall subsequently determine that
         the actual amount was greater than the amount set forth in such
         Officer's Certificate, Company shall promptly make an additional
         prepayment of the Loans (and/or, if applicable, the Revolving Loan
         Commitments shall be permanently reduced) in an amount equal to the
         amount of such excess, and Company shall concurrently therewith deliver
         to Administrative Agent an Officer's Certificate demonstrating the
         derivation of the additional amount resulting in such excess.

         (iv) Application of Prepayments and Unscheduled Reductions of Revolving
Loan Commitments.

                  (a) Application of Voluntary Prepayments by Type of Loans and
         Order of Maturity. Any voluntary prepayments pursuant to subsection
         2.4B(i)

                                       44
<PAGE>   45
         shall be applied as specified by Company in the applicable notice of
         prepayment; provided that in the event Company fails to specify the
         Loans to which any such prepayment shall be applied, such prepayment
         shall be applied first to repay outstanding Swing Line Loans to the
         full extent thereof, second to repay outstanding Revolving Loans to the
         full extent thereof, and third to repay outstanding Term Loan to the
         full extent thereof. Any voluntary prepayments of the Term Loans
         pursuant to subsection 2.4B(i) (whether the application thereof is
         specified by the Company or not) shall be applied to reduce the
         scheduled installments of the Term Loans set forth in subsection 2.4A
         on a pro rata basis. Any voluntary reductions of the Revolving Loan
         Commitments pursuant to subsection 2.4B(ii) (whether the application
         thereof is specified by the Company or not) shall be applied to reduce
         the scheduled reductions of the Revolving Loan Commitments set forth in
         subsection 2.4A on a pro rata basis.

                  (b) Application of Mandatory Prepayments/Reductions by Type of
         Loans. Unless an Event of Default has occurred and is continuing, any
         amount required to be applied as a mandatory prepayment of the Loans
         and/or a reduction of the Revolving Loan Commitments pursuant to
         subsections 2.4B(iii)(a)-(d) shall be applied first to prepay the Term
         Loans to the full extent thereof, second, to the extent of any
         remaining portion of such amount, to prepay the Revolving Loans to the
         full extent thereof and to further permanently reduce the Revolving
         Loan Commitments by the amount of such prepayment, and third, to the
         extent of any remaining portion of such amount, to further permanently
         reduce the Revolving Loan Commitments to the full extent thereof;
         provided however in no event will the aggregate reductions of the
         Revolving Loan Commitments pursuant to subsection 2.4B(iii) (other than
         pursuant to subsection 2.4B(iii)(e)) reduce the Revolving Loan
         Commitments below $50,000,000. All mandatory reductions of the
         Revolving Loan Commitments, including pursuant to subsection
         2.4B(iii)(f), shall be applied to reduce the scheduled reductions of
         the Revolving Loan Commitments set forth in subsection 2.4A in forward
         chronological order. All such mandatory prepayments of the Term Loans
         shall be applied to reduce scheduled amortization payments on a pro
         rata basis. If an Event of Default has occurred and is continuing, any
         amount required to be applied as a mandatory prepayment shall be
         applied as set forth in subsection 2.4D.

                  (c) Application of Prepayments to Base Rate Loans and LIBOR
         Loans. Any mandatory prepayments of any Loans pursuant to subsection
         2.4B(iii) (other than clause (e) thereof) shall be applied first to
         Base Rate Loans to the full extent thereof before application to LIBOR
         Loans, in each case in a manner that minimizes the amount of losses,
         expenses and liabilities of the nature described in subsection 2.6D
         that may be sustained by a Lender.

         C. GENERAL PROVISIONS REGARDING PAYMENTS.

         (i) Manner and Time of Payment. All payments by Company of principal,
interest, fees and other Obligations hereunder shall be made in Dollars in same
day funds,

                                       45
<PAGE>   46
without defense, setoff or counterclaim, free of any restriction or condition,
and delivered to Administrative Agent not later than 3:00 P.M. (New York City
time) on the date due at the Funding and Payment Office for the account of
Lenders; funds received by Administrative Agent after that time on such due date
shall be deemed to have been paid by Company on the next succeeding Business
Day.

         (ii) Application of Payments to Principal and Interest. All payments in
respect of the principal amount of any Loan shall include payment of accrued
interest on the principal amount being repaid or prepaid, and all such payments
shall be applied to the payment of interest before application to principal.

         (iii) Apportionment of Payments. Aggregate principal and interest
payments in respect of Term Loans and Revolving Loans shall be apportioned among
all outstanding Loans to which such payments relate, in each case
proportionately to Lenders' respective Pro Rata Shares. Administrative Agent
shall promptly distribute to each Lender, at its primary address set forth below
its name on the appropriate signature page hereof or at such other address as
such Lender may request, its Pro Rata Share of all such payments received by
Administrative Agent and the commitment fees of such Lender, if any, when
received by Administrative Agent pursuant to subsection 2.3. Notwithstanding the
foregoing provisions of this subsection 2.4C(iii), if, pursuant to the
provisions of subsection 2.6C, any Notice of Conversion/Continuation is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate
Loans in lieu of its Pro Rata Share of any LIBOR Loans, Administrative Agent
shall give effect thereto in apportioning payments received thereafter.

         (iv) Payments on Business Days. Whenever any payment to be made
hereunder shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension of
time shall be included in the computation of the payment of interest hereunder
or of the commitment fees hereunder, as the case may be.

         (v) Notation of Payment. Each Lender agrees that before disposing of
any Note held by it, or any part thereof (other than by granting participations
therein), that Lender will make a notation thereon of all Loans evidenced by
that Note and all principal payments previously made thereon and of the date to
which interest thereon has been paid; provided that the failure to make (or any
error in the making of) a notation of any Loan made under such Note shall not
limit or otherwise affect the obligations of Company hereunder or under such
Note with respect to any Loan or any payments of principal or interest on such
Note.

         D. APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS AFTER EVENT OF
DEFAULT.

         (i) Application of Proceeds of Collateral. Except as provided in
subsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale
Proceeds, all proceeds received by the Administrative Agent in respect of any
sale of, collection from, or other

                                       46
<PAGE>   47
realization upon all or any part of the Collateral under any Collateral Document
may, in the discretion of Administrative Agent, be held by Administrative Agent
as Collateral for, and/or (then or at any time thereafter) applied in full or in
part by Administrative Agent against, the applicable Secured Obligations (as
defined in such Collateral Document) in the following order of priority:

                  (a) To the payment of all costs and expenses of such sale,
         collection or other realization, including reasonable compensation to
         Administrative Agent and its agents and counsel, and all other
         expenses, liabilities and advances made or incurred by Administrative
         Agent in connection therewith, and all amounts for which Administrative
         Agent is entitled to indemnification under such Collateral Document and
         all advances made by Administrative Agent thereunder for the account of
         the applicable Loan Party, and to the payment of all costs and expenses
         paid or incurred by Administrative Agent in connection with the
         exercise of any right or remedy under such Collateral Document, all in
         accordance with the terms of this Agreement and such Collateral
         Document;

                  (b) thereafter, to the extent of any excess such proceeds, to
         the payment of all other such Secured Obligations for the ratable
         benefit of the holders thereof; and

                  (c) thereafter, to the extent of any excess such proceeds, to
         the payment to or upon the order of such Loan Party or to whosoever may
         be lawfully entitled to receive the same or as a court of competent
         jurisdiction may direct.

         (ii) Application of Payments Under Subsidiary Guaranty. All payments
received by Administrative Agent under the Subsidiary Guaranty shall be applied
promptly from time to time by Administrative Agent in the following order of
priority:

                  (a) To the payment of the costs and expenses of any collection
         or other realization under the Subsidiary Guaranty, including
         reasonable compensation to Administrative Agent and its agents and
         counsel, and all expenses, liabilities and advances made or incurred by
         Administrative Agent in connection therewith, all in accordance with
         the terms of this Agreement and the Subsidiary Guaranty;

                  (b) thereafter, to the extent of any excess such payments, to
         the payment of all other Guarantied Obligations (as defined in the
         Subsidiary Guaranty) for the ratable benefit of the holders thereof;
         and

                  (c) thereafter, to the extent of any excess such payments, to
         the payment to the applicable Subsidiary Guarantor or to whosoever may
         be lawfully entitled to receive the same or as a court of competent
         jurisdiction may direct.

                                       47
<PAGE>   48
         2.5      USE OF PROCEEDS.

                  A. TERM LOANS. On or prior to the Closing Date, after the
application of not less than $260,000,000 in cash on hand of the Company, the
proceeds of the Term Loans shall be applied, to consummate the Recapitalization.

                  B. REVOLVING LOANS; SWING LINE LOANS. The proceeds of the
Revolving Loans and any Swing Line Loans shall be applied by the Company for
working capital and general corporate purposes and Letters of Credit may be
issued for the purposes set forth in the definition of such term.

                  C. MARGIN REGULATIONS. No portion of the proceeds of any
borrowing under this Agreement shall be used by Company or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T or Regulation X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board
or to violate the Exchange Act, in each case as in effect on the date or dates
of such borrowing and such use of proceeds.

         2.6      SPECIAL PROVISIONS GOVERNING LIBOR LOANS.

                  Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to LIBOR Loans as
to the matters covered:

                  A. DETERMINATION OF APPLICABLE INTEREST RATE. On each Interest
Rate Determination Date, Administrative Agent shall determine (which
determination shall, absent manifest error, be conclusive and binding upon all
parties) the interest rate that shall apply to the LIBOR Loans for which an
interest rate is then being determined for the applicable Interest Period and
shall promptly give notice thereof (in writing or by telephone confirmed in
writing) to Company and each Lender.

                  B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the
event that Administrative Agent shall have reasonably determined (which
determination shall be conclusive and binding upon all parties hereto), on any
Interest Rate Determination Date that by reason of circumstances affecting the
London interbank market adequate and fair means do not exist for ascertaining
the interest rate applicable to such Loans on the basis provided for in the
definition of LIBO Rate, Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to Company and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
LIBOR Loans until such time as Administrative Agent notifies Company and Lenders
that the circumstances giving rise to such notice no longer exist and (ii) any
Notice of Borrowing or Notice of Conversion/Continuation given by Company with
respect to the Loans in respect of which such determination was made shall be
deemed to be for a Base Rate Loan or, if the conditions to making a Loan set
forth in subsection 4.2 cannot then be satisfied, to be rescinded by Company.

                  C. ILLEGALITY OR IMPRACTICABILITY OF LIBOR LOANS. In the event
that on any date any Lender shall have reasonably determined (which
determination shall be conclusive and

                                       48
<PAGE>   49
binding upon all parties hereto but shall be made only after consultation with
Company and Administrative Agent) that the making, maintaining or continuation
of its LIBOR Loans (i) has become unlawful as a result of compliance by such
Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful) or (ii) has become
impracticable, or would cause such Lender material hardship, as a result of
contingencies occurring after the date of this Agreement which materially and
adversely affect the London interbank market or the position of such Lender in
that market, then, and in any such event, such Lender shall be an "AFFECTED
LENDER" and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to Company and Administrative Agent of such determination
(which notice Administrative Agent shall promptly transmit to each other
Lender). Thereafter (a) the obligation of the Affected Lender to make Loans as,
or to convert Loans to, LIBOR Loans shall be suspended until such notice shall
be withdrawn by the Affected Lender, (b) to the extent such determination by the
Affected Lender relates to a LIBOR Loan then being requested by Company pursuant
to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected
Lender shall make such Loan as (or convert such Loan to, as the case may be) a
Base Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding
LIBOR Loans (the "AFFECTED LOANS") shall be terminated at the earlier to occur
of the expiration of the Interest Period then in effect with respect to the
Affected Loans or when required by law, and (d) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a LIBOR Loan then being requested by
Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above (which notice of rescission Administrative Agent shall promptly
transmit to each other Lender). Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, LIBOR Loans in accordance with the terms of this Agreement.

                  D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Company shall compensate each Lender, upon written request by that
Lender pursuant to subsection 2.8, for all reasonable losses, expenses and
liabilities (including any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its LIBOR Loans and any loss, expense or
liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may sustain: (i) if for any
reason (other than a default by that Lender) a borrowing of any LIBOR Loan does
not occur on a date specified therefor in a Notice of Borrowing or a telephonic
request therefor, or a conversion to or continuation of any LIBOR Loan does not
occur on a date specified therefor in a Notice of Conversion/Continuation or a
telephonic request therefor, (ii) if any prepayment (including any prepayment or
conversion occasioned by the circumstances described in subsection 2.6C but
excluding a mandatory prepayment under clauses (a)-(d) and (f) of subsection
2.4B(iii)) or other

                                       49
<PAGE>   50
principal payment or any conversion of any of its LIBOR Loans occurs on a date
prior to the last day of an Interest Period applicable to that Loan, (iii) if
any prepayment of any of its LIBOR Loans is not made on any date specified in a
notice of prepayment given by Company, or (iv) as a consequence of any other
default by Company in the repayment of its LIBOR Loans when required by the
terms of this Agreement.

                  E. BOOKING OF LIBOR LOANS. Any Lender may make, carry or
transfer LIBOR Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender, subject to the provisions of
subsection 2.8B.

                  F. ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had funded each of its LIBOR
Loans through the purchase of a Dollar deposit in the London interbank market
bearing interest at the rate obtained pursuant to the definition of LIBO Rate in
an amount equal to the amount of such LIBOR Loan and having a maturity
comparable to the relevant Interest Period, whether or not its LIBOR Loans had
been funded in such manner.

                  G. LIBOR LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of an Event of Default, (i) Company may not elect to
have a Loan be made or maintained as, or converted to, a LIBOR Loan after the
expiration of any Interest Period then in effect for that Loan and (ii) subject
to the provisions of subsection 2.6D, any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to a requested borrowing
or conversion/continuation that has not yet occurred shall be deemed to be for a
Base Rate Loan or, if the conditions to making a Loan set forth in subsection
4.2 cannot then be satisfied, to be rescinded by Company.

         2.7      INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

                  A. COMPENSATION FOR INCREASED COSTS. Subject to the provisions
of subsection 2.7B (which shall be controlling with respect to the matters
covered thereby), in the event that any Lender (including any Issuing Lender)
shall determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or other Government Entity, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other Government Entity (whether or not having the force of
law):

                  (i) subjects such Lender to any additional Tax with respect to
         this Agreement or any of its obligations hereunder (including with
         respect to issuing or maintaining any Letters of Credit or purchasing
         or maintaining any participations therein or maintaining any Commitment
         hereunder) or any payments to such Lender of principal, interest, fees
         or any other amount payable hereunder;

                                       50
<PAGE>   51
                  (ii) imposes, modifies or holds applicable any reserve,
         special deposit, compulsory loan, insurance charge or similar
         requirement against assets held by, or deposits or other liabilities in
         or for the account of, or advances or loans by, or other credit
         extended by, or any other acquisition of funds by, any office of such
         Lender, including any reserve requirements (including any marginal,
         emergency, supplemental, special or other reserves) applicable to any
         Lender in respect of "Eurocurrency liabilities" as defined in
         Regulation D (or any successor category of liabilities under Regulation
         D); or

                  (iii) imposes any other condition (other than with respect to
         Taxes) on or affecting such Lender or its obligations hereunder or the
         London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Company shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder.

                  B.       WITHHOLDING OF TAXES.

                  (i) Payments to Be Free and Clear. All sums payable by Company
         under this Agreement and the other Loan Documents shall be paid free
         and clear of, and without any deduction or withholding on account of,
         any Tax imposed, levied, collected, withheld or assessed by or within
         the United States of America or any political subdivision in or of the
         United States of America.

                  (ii) Grossing-up of Payments. If Company or any other Person
         is required by law to make any deduction or withholding on account of
         any such Tax from any sum paid or payable by Company to Administrative
         Agent or any Lender under any of the Loan Documents:

                           (a) Company shall notify Administrative Agent of any
                  such requirement or any change in any such requirement as soon
                  as Company becomes aware of it;

                           (b) Company shall pay any such Tax when such Tax is
                  due, regardless of whether the liability for payment of such
                  Tax (i) is imposed on Company itself, Administrative Agent or
                  any Lender or (ii) relates to any portion of any sums paid or
                  payable to any Lender under any of the Loan Documents with
                  respect to which such Lender does not act for its own account;

                                       51
<PAGE>   52
                           (c) the sum payable by Company in respect of which
                  the relevant deduction, withholding or payment is required
                  shall be increased to the extent necessary to ensure that,
                  after the making of that deduction, withholding or payment,
                  Administrative Agent or such Lender, as the case may be,
                  receives on the due date a net sum equal to what it would have
                  received had no such deduction, withholding or payment been
                  required or made; and

                           (d) within 30 days after paying any sum from which it
                  is required by law to make any deduction or withholding, and
                  within 30 days after the due date of payment of any Tax which
                  it is required by clause (b) above to pay, Company shall
                  deliver to Administrative Agent evidence satisfactory to the
                  other affected parties of such deduction, withholding or
                  payment and of the remittance thereof to the relevant taxing
                  or other authority;

provided that no such additional amount shall be required to be paid to any
Lender under clause (c) above except to the extent that any change after the
date on which such Lender became a Lender in any such requirement for a
deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect on the date on which such Lender became a Lender, in respect of payments
to such Lender.

                  (iii) Evidence of Exemption from U.S. Withholding Tax.

                           (a) Each Lender that is organized under the laws of
                  any jurisdiction other than the United States or any state or
                  other political subdivision thereof (for purposes of this
                  subsection 2.7B(iii), a "NON-US LENDER") shall deliver to
                  Administrative Agent and to Company, on or prior to the
                  Closing Date (in the case of each Lender listed on the
                  signature pages hereof) or on or prior to the date of the
                  Assignment Agreement pursuant to which it becomes a Lender (in
                  the case of each other Lender), and at such other times as may
                  be necessary in the determination of Company or Administrative
                  Agent (each in the reasonable exercise of its discretion), two
                  original copies of Internal Revenue Service Form W-8BEN or
                  W-8ECI (or any successor forms) properly completed and duly
                  executed by such Lender, or in the case of a Non-US Lender
                  claiming exemption from United States federal withholding tax
                  under Section 871(h) or 881(c) of the Internal Revenue Code
                  with respect to payments of "portfolio interest", a form
                  W-8BEN together with any other certificate or statement of
                  exemption required under the Internal Revenue Code or the
                  regulations issued thereunder to establish that such Lender is
                  not subject to United States withholding tax with respect to
                  any payments to such Lender of interest payable under any of
                  the Loan Documents.

                           (b) Each Non-US Lender, to the extent it does not act
                  or ceases to act for its own account with respect to any
                  portion of any sums paid or payable to such Lender under any
                  of the Loan Documents (for example, in the case of a typical
                  participation by such Lender), shall deliver to Administrative
                  Agent and to

                                       52
<PAGE>   53
                  Company, on or prior to the Effective Date (in the case of
                  each Lender listed on the signatures pages hereof), on or
                  prior to the date of the Assignment Agreement pursuant to
                  which it becomes a Lender (in the case of each other Lender),
                  or on such later date when such Lender ceases to act for its
                  own account with respect to any portion of any such sums paid
                  or payable, and at such other times as may be necessary in the
                  determination of Company or Administrative Agent (each in the
                  reasonable exercise of its discretion), (i) two original
                  copies of the forms or statements required to be provided by
                  such Lender under subsection 2.7B(iii)(a), properly completed
                  and duly executed by such Lender, to establish the portion of
                  any such sums paid or payable with respect to which such
                  Lender acts for its own account that is not subject to United
                  States withholding tax, and (ii) two original copies of
                  Internal Revenue Service Form W-8IMY (or any successor forms)
                  properly completed and duly executed by such Lender, together
                  with any information, if any, such Lender chooses to transmit
                  with such form, and any other certificate or statement of
                  exemption required under the Internal Revenue Code or the
                  regulations issued thereunder, to establish that such Lender
                  is not acting for its own account with respect to a portion of
                  any such sums payable to such Lender.

                           (c) Each Non-US Lender hereby agrees, from time to
                  time after the initial delivery by such Lender of such forms,
                  whenever a lapse in time or change in circumstances renders
                  such forms, certificates or other evidence so delivered
                  obsolete or inaccurate in any material respect or in the event
                  that, by virtue of a change in law or regulations, such forms
                  are no longer valid evidence of a Person's exemption from
                  withholding tax that is reasonably satisfactory to Company,
                  that such Lender shall promptly (1) deliver to Administrative
                  Agent and to Company two original copies of renewals,
                  amendments or additional or successor forms, properly
                  completed and duly executed by such Lender, together with any
                  other certificate or statement of exemption required in order
                  to confirm or establish that such Lender is not subject to
                  United States withholding tax with respect to payments to such
                  Lender under the Loan Documents and, if applicable, that such
                  Lender does not act for its own account with respect to any
                  portion of any such payments, or (2) notify Administrative
                  Agent and Company of its inability to deliver any such forms,
                  certificates or other evidence.

                           (d) Company shall not be required to pay any
                  additional amount to any Non-US Lender under clause (c) of
                  subsection 2.7B(ii) if such Lender shall have failed to
                  satisfy the requirements of clause (a) or (b)(1) of this
                  subsection 2.7B(iii); provided that if such Lender shall have
                  satisfied the requirements of subsection 2.7B(iii)(a) on the
                  date such Lender became a Lender, nothing in this subsection
                  2.7B(iii)(c) shall relieve Company of its obligation to pay
                  any amounts pursuant to subsection 2.7B(ii)(c) in the event
                  that, as a result of any change in any applicable law, treaty
                  or governmental rule, regulation or order, or any change in
                  the interpretation, administration or application thereof,
                  such Lender is no longer properly entitled to deliver forms,
                  certificates or other evidence at a

                                       53
<PAGE>   54
                  subsequent date establishing the fact that such Lender is not
                  subject to withholding as described in subsection
                  2.7B(iii)(a).

                  C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability after the
date hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any Government Entity charged with the interpretation
or administration thereof, or compliance by any Lender with any guideline,
request or directive regarding capital adequacy (whether or not having the force
of law) of any such Government Entity, has or would have the effect of reducing
the rate of return on the capital of such Lender or any corporation controlling
such Lender as a consequence of, or with reference to, such Lender's Loans or
Commitments or Letters of Credit or participations therein or other obligations
hereunder with respect to the Loans or the Letters of Credit to a level below
that which such Lender or such controlling corporation could have achieved but
for such adoption, effectiveness, phase-in, applicability, change or compliance
(taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within
five Business Days after receipt by Company from such Lender of the statement
referred to in subsection 2.8A, Company shall pay to such Lender such additional
amount or amounts as will compensate such Lender or such controlling corporation
on an after-tax basis for such reduction; provided that no such amounts shall be
payable by Company to any Lender unless such Lender shall have adopted a policy
to assess such costs against all borrowers similarly situated.

         2.8      STATEMENT OF LENDERS; OBLIGATION OF LENDERS AND ISSUING
                  LENDERS TO MITIGATE.

                  A. STATEMENTS. Each Lender claiming compensation or
reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis of the calculation of such compensation or
reimbursement, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.

                  B. MITIGATION. Each Lender and Issuing Lender agrees that, as
promptly as practicable after the officer of such Lender or Issuing Lender
responsible for administering the Loans or Letters of Credit of such Lender or
Issuing Lender, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to receive
payments under subsection 2.7, use reasonable efforts to make, issue, fund or
maintain the Commitments of such Lender or the Affected Loans or Letters of
Credit of such Lender or Issuing Lender through another lending or letter of
credit office of such Lender or Issuing Lender, if (i) as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender or Issuing Lender pursuant to subsection 2.7 would be materially
reduced and (ii) as determined by such Lender or Issuing Lender in its sole
discretion, such action would not otherwise be disadvantageous to such Lender or
Issuing Lender; provided that such Lender or Issuing Lender will not be
obligated to utilize such other lending or letter of

                                       54
<PAGE>   55
credit office pursuant to this subsection 2.8B unless Company agrees to pay all
incremental expenses incurred by such Lender or Issuing Lender as a result of
utilizing such other lending or letter of credit office as described above.

         2.9      REPLACEMENT OF A LENDER.

                  If Company receives a statement of amounts due pursuant to
subsection 2.8A from a Lender (other than in respect of Eurocurrency liabilities
under Regulation D), a Revolving Lender defaults in its obligations to fund a
Revolving Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING LENDER")
refuses to consent to an amendment, modification or waiver of this Agreement
that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or
100% of the Lenders with Obligations directly affected or a Lender becomes an
Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) no
Potential Event of Default or Event of Default shall have occurred and be
continuing and Company has obtained a commitment from another Lender or an
Eligible Assignee to purchase at par the Subject Lender's Loans and assume the
Subject Lender's Commitments and all other obligations of the Subject Lender
hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters
of Credit outstanding (unless all such Letters of Credit are terminated or
arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter
of credit) are made) and (iii), if applicable, the Subject Lender is unwilling
to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is
unwilling to remedy its default upon 10 days prior written notice to the Subject
Lender and Administrative Agent, Company may require the Subject Lender to
assign all of its Loans and Commitments to such other Lender, Lenders, Eligible
Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B;
provided that, prior to or concurrently with such replacement (1) Company has
paid to the Lender giving such notice all amounts under subsections 2.6D, 2.7
and/or 2.8B (if applicable) through such date of replacement, (2) the processing
fee required to be paid by subsection 10.1B(i) shall have been paid to
Administrative Agent, (3) all of the requirements for such assignment contained
in subsection 10.1B, including, without limitation, the consent of
Administrative Agent (if required), the receipt by Administrative Agent of an
executed Assignment Agreement and other supporting documents and the payment to
the Subject Lender of all amounts required under the Assignment Agreement, have
been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting
Lender, each assignee shall consent, at the time of such assignment, to each
matter in respect of which such Subject Lender was a Non-Consenting Lender and
Company also requires each other Subject Lender that is a Non-Consenting Lender
to assign its Loans and Commitments.

SECTION 3. LETTERS OF CREDIT

         3.1      ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF
                  PARTICIPATIONS THEREIN.

                  A. LETTERS OF CREDIT. In addition to Company requesting that
Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line
Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Company may
request, in accordance with the provisions of this subsection 3.1, from time to
time during the period from the Closing Date to but

                                       55
<PAGE>   56
excluding the 30th day prior to the Revolving Loan Commitment Termination Date,
that one or more Revolving Lenders issue Letters of Credit payable on a sight
basis for the account of Company for the purposes specified in the definitions
of Standby Letters of Credit and Commercial Letters of Credit. Subject to the
terms and conditions of this Agreement and in reliance upon the representations
and warranties of Company herein set forth, any one or more Lenders may, but
(except as provided in subsection 3.1B(ii)) shall not be obligated to, issue
such Letters of Credit in accordance with the provisions of this subsection 3.1;
provided that Company shall not request that any Revolving Lender issue (and no
Revolving Lender shall issue):

                  (i) any Letter of Credit if, after giving effect to such
         issuance, the Total Utilization of Revolving Loan Commitments would
         exceed the Revolving Loan Commitments then in effect;

                  (ii) any Letter of Credit if, after giving effect to such
         issuance, the Letter of Credit Usage would exceed $20,000,000;

                  (iii) any Standby Letter of Credit having an expiration date
         later than the earlier of (a) ten days prior to the Revolving Loan
         Commitment Termination Date and (b) the date which is one year from the
         date of issuance of such Standby Letter of Credit; provided that the
         immediately preceding clause (b) shall not prevent any Issuing Lender
         from agreeing that a Letter of Credit will automatically be extended
         for one or more successive periods not to exceed one year each unless
         such Issuing Lender elects not to extend for any such additional
         period; and provided, further that such Issuing Lender shall elect not
         to extend such Letter of Credit if it has knowledge that an Event of
         Default has occurred and is continuing (and has not been waived in
         accordance with subsection 10.6) at the time such Issuing Lender must
         elect whether or not to allow such extension;

                  (iv) any Commercial Letter of Credit having an expiration date
         (a) later than the earlier of (1) the date which is 30 days prior to
         the Revolving Loan Commitment Termination Date and (2) the date which
         is 180 days from the date of issuance of such Commercial Letter of
         Credit or (b) that is otherwise unacceptable to the applicable Issuing
         Lender in its reasonable discretion; or

                  (v) any Letter of Credit denominated in a currency other than
         Dollars.

                  B.       MECHANICS OF ISSUANCE.

                  (i) Request for Issuance. Whenever Company desires the
         issuance of a Letter of Credit, it shall deliver to Administrative
         Agent a Request for Issuance no later than 12:00 Noon (New York City
         time) at least five Business Days, or in each case such shorter period
         as may be agreed to by the Issuing Lender in any particular instance,
         in advance of the proposed date of issuance. The Issuing Lender, in its
         reasonable discretion, may require changes in the text of the proposed
         Letter of Credit or any documents described in or attached to the
         Request for Issuance.

                                       56
<PAGE>   57
                  Company shall notify the applicable Issuing Lender (and
         Administrative Agent, if Administrative Agent is not such Issuing
         Lender) prior to the issuance of any Letter of Credit in the event that
         any of the matters to which Company is required to certify in the
         applicable Request for Issuance is no longer true and correct as of the
         proposed date of issuance of such Letter of Credit, and upon the
         issuance of any Letter of Credit Company shall be deemed to have
         re-certified, as of the date of such issuance, as to the matters to
         which Company is required to certify in the applicable Request for
         Issuance.

                  (ii) Determination of Issuing Lender. Upon receipt by
         Administrative Agent of a Request for Issuance pursuant to subsection
         3.1B(i) requesting the issuance of a Letter of Credit, in the event
         Administrative Agent elects to issue such Letter of Credit,
         Administrative Agent shall promptly so notify Company, and
         Administrative Agent shall be the Issuing Lender with respect thereto.
         In the event that Administrative Agent, in its sole discretion, elects
         not to issue such Letter of Credit, Administrative Agent shall promptly
         so notify Company, whereupon Company may request any other Revolving
         Lender to issue such Letter of Credit by delivering to such Revolving
         Lender a copy of the applicable Request for Issuance. Any Revolving
         Lender so requested to issue such Letter of Credit shall promptly
         notify Company and Administrative Agent whether or not, in its sole
         discretion, it has elected to issue such Letter of Credit, and any such
         Revolving Lender that so elects to issue such Letter of Credit shall be
         the Issuing Lender with respect thereto. In the event that all other
         Revolving Lenders shall have declined to issue such Letter of Credit,
         notwithstanding the prior election of Administrative Agent not to issue
         such Letter of Credit, Administrative Agent shall be obligated to issue
         such Letter of Credit and shall be the Issuing Lender with respect
         thereto, notwithstanding the fact that the Letter of Credit Usage with
         respect to such Letter of Credit and with respect to all other Letters
         of Credit issued by Administrative Agent, when aggregated with
         Administrative Agent's outstanding Revolving Loans and Swing Line
         Loans, may exceed Administrative Agent's Revolving Loan Commitment then
         in effect.

                  (iii) Issuance of Letter of Credit. Upon satisfaction or
         waiver (in accordance with subsection 10.6) of the conditions set forth
         in subsection 4.3, the Issuing Lender shall issue the requested Letter
         of Credit in accordance with the Issuing Lender's standard operating
         procedures.

                  (iv) Notification to Revolving Lenders. Upon the issuance of
         or amendment to any Letter of Credit the applicable Issuing Lender
         shall promptly notify Administrative Agent and Company of such issuance
         or amendment in writing and such notice shall be accompanied by a copy
         of such Letter of Credit or amendment. Upon receipt of such notice (or,
         if Administrative Agent is the Issuing Lender, together with such
         notice), Administrative Agent shall notify each Revolving Lender in
         writing of such issuance or amendment and the amount of such Revolving
         Lender's respective participation in such Letter of Credit or
         amendment, and, if so requested by a Revolving Lender, Administrative
         Agent shall provide such Lender with a copy of such Letter of Credit or
         amendment.

                                       57
<PAGE>   58
                  C. REVOLVING LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF
CREDIT. Immediately upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from
the Issuing Lender a participation in such Letter of Credit and any drawings
honored thereunder in an amount equal to such Revolving Lender's Pro Rata Share
of the maximum amount which is or at any time may become available to be drawn
thereunder.

         3.2 LETTER OF CREDIT FEES.

                  Company agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

                  (i) with respect to each Letter of Credit, (a) a fronting fee,
         payable directly to the applicable Issuing Lender for its own account,
         equal to 0.25% per annum of the daily amount available to be drawn
         under such Letter of Credit, and (b) a letter of credit fee, payable to
         Administrative Agent for the account of Revolving Lenders, equal to the
         daily amount available to be drawn under such Letter of Credit
         multiplied by the Applicable LIBOR Margin for Revolving Loans, each
         such fronting fee or letter of credit fee to be payable in arrears on
         and to (but excluding) the last Business Day of each March, June,
         September and December of each year commencing on the first such date
         to occur after the Closing Date, and computed on the basis of a 360-day
         year for the actual number of days elapsed; and

                  (ii) with respect to the amendment or transfer of each Letter
         of Credit and each payment of a drawing made thereunder (without
         duplication of the fees payable under clause (i) above), documentary
         and processing charges payable directly to the applicable Issuing
         Lender for its own account in accordance with such Issuing Lender's
         standard schedule for such charges in effect at the time of such
         issuance, amendment, transfer or payment, as the case may be.

For purposes of calculating any fees payable under clause (i) of this subsection
3.2, the daily amount available to be drawn under any Letter of Credit shall be
determined as of the close of business on any date of determination. Promptly
upon receipt by Administrative Agent of any amount described in clause (i)(b) of
this subsection 3.2, Administrative Agent shall distribute to each Revolving
Lender its Pro Rata Share of such amount.

         3.3 DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  A. RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS.
In determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

                  B. REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF
CREDIT. In the event an Issuing Lender has determined to honor a drawing under a
Letter of


                                       58
<PAGE>   59
Credit issued by it, such Issuing Lender shall immediately notify Company and
Administrative Agent, and Company shall reimburse such Issuing Lender on or
before the Business Day immediately following the date on which such drawing is
honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds
equal to the amount of such payment; provided that, anything contained in this
Agreement to the contrary notwithstanding, (i) unless Company shall have
notified Administrative Agent and such Issuing Lender prior to 12:00 noon (New
York City time) on the date such drawing is honored that Company intends to
reimburse such Issuing Lender for the amount of such payment with funds other
than the proceeds of Revolving Loans, Company shall be deemed to have given a
timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders
to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an
amount in Dollars equal to the amount of such payment and (ii) subject to
satisfaction or waiver of the conditions specified in subsection 4.2B, Revolving
Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base
Rate Loans in the amount of such payment, the proceeds of which shall be applied
directly by Administrative Agent to reimburse such Issuing Lender for the amount
of such payment; and provided, further that if for any reason proceeds of
Revolving Loans are not received by such Issuing Lender on the Reimbursement
Date in an amount equal to the amount of such payment, Company shall reimburse
such Issuing Lender, on demand, in an amount in same day funds equal to the
excess of the amount of such payment over the aggregate amount of such Revolving
Loans, if any, which are so received. Nothing in this subsection 3.3B shall be
deemed to relieve any Revolving Lender from its obligation to make Revolving
Loans on the terms and conditions set forth in this Agreement, and Company shall
retain any and all rights it may have against any Revolving Lender resulting
from the failure of such Revolving Lender to make such Revolving Loans under
this subsection 3.3B.

                  C. PAYMENT BY LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER
LETTERS OF CREDIT.

                  (i) Payment by Revolving Lenders. In the event that Company
         shall fail for any reason to reimburse any Issuing Lender as provided
         in subsection 3.3B in an amount equal to the amount of any payment by
         such Issuing Lender under a Letter of Credit issued by it, such Issuing
         Lender shall promptly notify each other Lender of the unreimbursed
         amount of such honored drawing and of such other Revolving Lender's
         respective participation therein based on such Revolving Lender's Pro
         Rata Share. Each Revolving Lender shall make available to such Issuing
         Lender an amount equal to its respective participation, in Dollars and
         in same day funds, at the office of such Issuing Lender specified in
         such notice, not later than 12:00 Noon (New York City time) on the
         first business day (under the laws of the jurisdiction in which such
         office of such Issuing Lender is located) after the date notified by
         such Issuing Lender. In the event that any Revolving Lender fails to
         make available to such Issuing Lender on such business day the amount
         of such Revolving Lender's participation in such Letter of Credit as
         provided in this subsection 3.3C, such Issuing Lender shall be entitled
         to recover such amount on demand from such Revolving Lender together
         with interest thereon at the rate customarily used by such Issuing
         Lender for the correction of errors among banks for three Business Days
         and thereafter at the Base Rate. Nothing in this subsection 3.3C


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<PAGE>   60
         shall be deemed to prejudice the right of any Lender to recover from
         any Issuing Lender any amounts made available by such Revolving Lender
         to such Issuing Lender pursuant to this subsection 3.3C in the event
         that it is determined by the final judgment of a court of competent
         jurisdiction that the payment with respect to a Letter of Credit by
         such Issuing Lender in respect of which payment was made by such
         Revolving Lender constituted gross negligence or willful misconduct on
         the part of such Issuing Lender.

                  (ii) Distribution to Lenders of Reimbursements Received From
         Company. In the event any Issuing Lender shall have been reimbursed by
         other Revolving Lenders pursuant to subsection 3.3C(i) for all or any
         portion of any payment by such Issuing Lender under a Letter of Credit
         issued by it, such Issuing Lender shall distribute to each other
         Revolving Lender that has paid all amounts payable by it under
         subsection 3.3C(i) with respect to such payment such other Revolving
         Lender's Pro Rata Share of all payments subsequently received by such
         Issuing Lender from Company in reimbursement of such payment under the
         Letter of Credit when such payments are received.

                  D. INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  (i) Payment of Interest by Company. Company agrees to pay to
         each Issuing Lender, with respect to payments under any Letters of
         Credit issued by it, interest on the amount paid by such Issuing Lender
         in respect of each such payment from the date a drawing is honored to
         but excluding the date such amount is reimbursed by Company (including
         any such reimbursement out of the proceeds of Revolving Loans pursuant
         to subsection 3.3B) at a rate equal to (a) for the period from the date
         such drawing is honored to but excluding the Reimbursement Date, the
         rate then in effect under this Agreement with respect to Revolving
         Loans that are Base Rate Loans and (b) thereafter, a rate which is 2%
         per annum in excess of the rate of interest otherwise payable under
         this Agreement with respect to Revolving Loans that are Base Rate
         Loans. Interest payable pursuant to this subsection 3.3D(i) shall be
         computed on the basis of a 365-day or 366-day year, as the case may be,
         for the actual number of days elapsed in the period during which it
         accrues and shall be payable on demand or, if no demand is made, on the
         date on which the related drawing under a Letter of Credit is
         reimbursed in full.

                  (ii) Distribution of Interest Payments by Issuing Lender.
         Promptly upon receipt by any Issuing Lender of any payment of interest
         pursuant to subsection 3.3D(i) with respect to a payment under a Letter
         of Credit issued by it, (a) such Issuing Lender shall distribute to
         each other Revolving Lender, out of the interest received by such
         Issuing Lender in respect of the period from the date such drawing is
         honored to but excluding the date on which such Issuing Lender is
         reimbursed for the amount of such payment (including any such
         reimbursement out of the proceeds of Revolving Loans pursuant to
         subsection 3.3B), the amount that such other Revolving Lender would
         have been entitled to receive in respect of the letter of credit fee
         that would have been payable in respect of such Letter of Credit for
         such period pursuant to subsection 3.2 if no drawing had been honored
         under such Letter of Credit, and (b) in the event such Issuing Lender
         shall have been reimbursed by other Revolving Lenders pursuant to
         subsection


                                       60
<PAGE>   61
         3.3C(i) for all or any portion of such payment, such Issuing Lender
         shall distribute to each other Revolving Lender that has paid all
         amounts payable by it under subsection 3.3C(i) with respect to such
         payment such other Revolving Lender's Pro Rata Share of any interest
         received by such Issuing Lender in respect of that portion of such
         payment so reimbursed by other Revolving Lenders for the period from
         the date on which such Issuing Lender was so reimbursed by other
         Revolving Lenders to but excluding the date on which such portion of
         such payment is reimbursed by Company. Any such distribution shall be
         made to a Revolving Lender at its primary address set forth below its
         name on the appropriate signature page hereof or at such other address
         as such Revolving Lender may request.

         3.4 OBLIGATIONS ABSOLUTE.

                  The obligation of Company to reimburse each Issuing Lender for
payments under the Letters of Credit issued by it and to repay any Revolving
Loans made by Revolving Lenders pursuant to subsection 3.3B and the obligations
of Revolving Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following circumstances:

                  (i) any lack of validity or enforceability of any Letter of
         Credit;

                  (ii) the existence of any claim, set-off, defense or other
         right which Company or any Lender may have at any time against a
         beneficiary or any transferee of any Letter of Credit (or any Persons
         for whom any such transferee may be acting), any Issuing Lender or
         other Revolving Lender or any other Person or, in the case of a
         Revolving Lender, against Company, whether in connection with this
         Agreement, the transactions contemplated herein or any unrelated
         transaction (including any underlying transaction between Company or
         one of its Subsidiaries and the beneficiary for which any Letter of
         Credit was procured);

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

                  (iv) payment by the applicable Issuing Lender in good faith
         under any Letter of Credit against presentation of a draft or other
         document which purports to comply with the terms of such Letter of
         Credit;

                  (v) any adverse change in the business, operations,
         properties, assets, condition (financial or otherwise) or prospects of
         Company or any of its Subsidiaries;

                  (vi) any breach of this Agreement or any other Loan Document
         by any party thereto;

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing; or



                                       61
<PAGE>   62
                  (viii) the fact that an Event of Default or a Potential Event
         of Default shall have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

         3.5 INDEMNIFICATION; NATURE OF ISSUING LENDERS' DUTIES.

                  A. INDEMNIFICATION. In addition to amounts payable as provided
in subsection 2.7, Company hereby agrees to protect, indemnify, pay and save
harmless each Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of outside counsel and allocated costs of
internal counsel) which such Issuing Lender may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
such Issuing Lender, other than as a result of (a) the gross negligence or
willful misconduct of such Issuing Lender as determined by a final judgment of a
court of competent jurisdiction or (b) subject to the following clause (ii), the
wrongful dishonor by such Issuing Lender of a proper demand for payment made
under any Letter of Credit issued by it or (ii) the failure of such Issuing
Lender to honor a drawing under any such Letter of Credit as a result of any act
or omission, whether rightful or wrongful, of any present or future de jure or
de facto Government Entity.

                  B. NATURE OF ISSUING LENDERS' DUTIES. As between Company and
any Issuing Lender, Company assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit issued by such Issuing Lender by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, such Issuing Lender shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of such Issuing Lender, including any act or omission by a Government
Entity specified in subsection 3.5A, and none of the above shall affect or
impair, or prevent the vesting of, any of such Issuing Lender's rights or powers
hereunder.



                                       62
<PAGE>   63
                  Notwithstanding anything to the contrary contained in this
subsection 3.5, Company shall retain any and all rights it may have against any
Issuing Lender for any liability arising solely out of the gross negligence or
willful misconduct of such Issuing Lender, as determined by a final judgment of
a court of competent jurisdiction.

SECTION 4. CONDITIONS TO LOANS AND LETTERS OF CREDIT

                  The obligations of Lenders to make Loans and the issuance of
Letters of Credit hereunder are subject to the satisfaction of the following
conditions.

         4.1 CONDITIONS TO TERM LOANS AND INITIAL REVOLVING LOANS AND SWING LINE
             LOANS.

                  The obligations of Lenders to make the Term Loans and any
Revolving Loans and Swing Line Loans to be made on the Closing Date are, in
addition to the conditions precedent specified in subsection 4.2, subject to
prior or concurrent satisfaction of the following conditions:

                  A. LOAN PARTY DOCUMENTS. On or before the Closing Date,
Company shall, and shall cause each other Loan Party to, deliver to
Administrative Agent the following with respect to Company, its Principal
Subsidiaries or such Loan Party, as the case may be, each, unless otherwise
noted, dated the Closing Date:

                  (i) Copies of the Organizational Documents of such Person,
         certified by the Secretary of State of its jurisdiction of organization
         or, if such document is of a type that may not be so certified,
         certified by the secretary or similar officer of the applicable Person,
         together with a good standing certificate from the Secretary of State
         of its jurisdiction of organization and each other state in which such
         Person is qualified to do business and, to the extent generally
         available, a certificate or other evidence of good standing as to
         payment of any applicable franchise or similar taxes from the
         appropriate taxing authority of each of such jurisdictions (or
         Officer's Certificate in lieu thereof), each dated a recent date prior
         to the Closing Date;

                  (ii) Resolutions of the Governing Body of such Loan Party
         approving and authorizing the execution, delivery and performance of
         the Loan Documents to which it is a party, certified as of the Closing
         Date by the secretary or similar officer of such Person as being in
         full force and effect without modification or amendment;

                  (iii) Signature and incumbency certificates of the officers of
         such Person executing the Loan Documents to which it is a party;

                  (iv) Executed originals of the Loan Documents to which such
         Person is a party; and

                  (v) Such other documents as Administrative Agent may
         reasonably request.



                                       63
<PAGE>   64
                  B. FEES. Company shall have paid to Administrative Agent, for
distribution (as appropriate) to Administrative Agent and Lenders, the fees
payable on the Closing Date referred to in subsection 2.3.

                  C. CORPORATE AND CAPITAL STRUCTURE, AND OWNERSHIP.

                  (i) Corporate Structure. The corporate organizational
         structure of Company and its Subsidiaries shall be as set forth on
         Schedule 4.1C annexed hereto.

                  (ii) Capital Structure and Ownership. Giving effect to the
         Recapitalization, the capital structure and ownership of Company shall
         be as set forth on Schedule 4.1C annexed hereto.

                  D. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.
Company shall have delivered to Administrative Agent an Officer's Certificate,
in form and substance satisfactory to Administrative Agent, to the effect that
the representations and warranties in Section 5 are true, correct and complete
in all material respects on and as of the Closing Date to the same extent as
though made on and as of that date (or, to the extent such representations and
warranties specifically relate to an earlier date, that such representations and
warranties were true, correct and complete in all material respects on and as of
such earlier date) and that Company shall have performed in all material
respects all agreements and satisfied all conditions which this Agreement
provides shall be performed or satisfied by it on or before the Closing Date
except as otherwise disclosed to and agreed to in writing by Administrative
Agent; provided that where a representation and warranty, covenant or condition
is qualified as to materiality, such materiality qualifier shall be disregarded
for purposes of this condition.

                  E. FINANCIAL STATEMENTS; PRO FORMA FINANCIAL STATEMENTS. On or
before the Closing Date, Lenders shall have received from Company (i) audited
consolidated financial statements of Company and its Subsidiaries for the Fiscal
Year ended December 31, 1999, (ii) unaudited consolidated financial statements
of Company and its Subsidiaries for the nine month period ended September 30,
2000, (iii) a pro forma balance sheet, giving effect to the Recapitalization as
of the most recent practicable date, but no earlier than September 30, 2000,
which pro forma balance sheet shall be in form and substance satisfactory to
Administrative Agent and (iv) either (a) projected financial statements
(including balance sheets and statements of operations and cash flows) of
Company and its Subsidiaries for the five-year period after the Closing Date,
all of the foregoing to be (x) substantially consistent with the financial
statements delivered pursuant to clauses (i) and (ii) above and (y) otherwise in
form and substance reasonably satisfactory to Administrative Agent and
Syndication Agent or (b) an Officer's Certificate certifying that there has been
no material adverse change in the projected results of operations set forth in
the projections contained in the Confidential Information Memorandum.

                  F. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders shall have
received originally executed copies of one or more favorable written opinions of
Sullivan & Cromwell, counsel for Loan Parties, and Jon Richardson, Esq., General
Counsel of Company, in form and substance reasonably satisfactory to
Administrative Agent and its counsel, dated as of the Closing Date and setting
forth substantially the matters in the opinions designated in


                                       64
<PAGE>   65
Exhibit VIII-A and Exhibit VIII-B, respectively, annexed hereto and as to such
other matters as Administrative Agent acting on behalf of Lenders may reasonably
request (this Credit Agreement constituting a written request by Company to such
counsel to deliver such opinions to Lenders).

                  G. OPINIONS OF ADMINISTRATIVE AGENT'S COUNSEL. Lenders shall
have received originally executed copies of one or more favorable written
opinions of O'Melveny & Myers LLP, counsel to Administrative Agent, dated as of
the Closing Date, substantially in the form of Exhibit IX annexed hereto.

                  H. EVIDENCE OF INSURANCE. Administrative Agent shall have
received a certificate from Company's insurance broker or other evidence
satisfactory to it that (i) all insurance required to be maintained pursuant to
subsection 6.4 is in full force and effect and that Administrative Agent on
behalf of Lenders has been named as additional insured and/or loss payee
thereunder to the extent required under subsection 6.4 and (ii) certifying
coverage currently in effect for Securities Litigation.

                  I. NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS;
EXPIRATION OF WAITING PERIODS, ETC. Company shall have obtained all Governmental
Authorizations, Healthcare Authorizations and all consents of other Persons, in
each case that are necessary or advisable in order to perform its obligations
under the Loan Documents and the continued operation of the business conducted
by Company and its Principal Subsidiaries in substantially the same manner as
conducted prior to the Closing Date. Each such Governmental Authorization or
consent shall be in full force and effect, except in a case where the failure to
obtain or maintain a Governmental Authorization or consent, either individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. All applicable waiting periods shall have expired without any
action being taken or threatened by any competent authority that would restrain,
prevent or otherwise impose adverse conditions on the transactions contemplated
by the Loan Documents or the financing thereof. No action, request for stay,
petition for review or rehearing, reconsideration, or appeal with respect to any
of the foregoing shall be pending, and the time for any applicable Government
Entity to take action to set aside its consent on its own motion shall have
expired.

                  J. RECAPITALIZATION. Administrative Agent shall have received
a certificate from an Officer of Company certifying that (i) attached thereto is
a true and correct copy of the Related Agreements with all amendments thereto,
which shall be satisfactory to Administrative Agent and Syndication Agent in all
respects, and (ii) (a) concurrently with the closing hereof, the
Recapitalization shall have been consummated substantially in accordance with
the terms and conditions of the Exchange and Repurchase Agreement, (b) not less
than $260.0 million of cash on hand of Company was provided as consideration in
connection therewith or in connection with the Senior Note Tender Offer, and (c)
approximately 10,896,000 shares of common stock of Company were issued in
connection therewith.



                                       65
<PAGE>   66
                  K. MATTERS RELATING TO EXISTING INDEBTEDNESS AND PREFERRED
STOCK OF COMPANY AND ITS SUBSIDIARIES.

                  (i) Senior Note Tender Offer. The Senior Note Tender Offer
         shall have been consummated pursuant to the Tender Offer Materials,
         which shall be satisfactory to Administrative Agent and Syndication
         Agent in all material respects and at least 51% of the Senior Notes
         shall have been tendered to Company in connection therewith. All
         conditions to the Senior Note Tender Offer shall have been performed or
         complied with pursuant to the terms set forth in the Tender Offer
         Materials and not waived without the consent of Administrative Agent
         and Syndication Agent.

                  (ii) Purchase and Exchange of Preferred Stock and Warrants.
         Company shall have purchased or exchanged all of the Preferred Stock
         and the Warrants and paid all accumulated dividends pursuant to the
         Exchange and Repurchase Agreement for aggregate consideration, not to
         exceed approximately $220.0 million plus approximately 10,986,000
         shares of common stock of Company. All conditions to such purchase and
         exchange shall have been performed or complied with pursuant to the
         terms set forth in the Exchange and Repurchase Agreement and not waived
         without the consent of Administrative Agent and Syndication Agent.

                  (iii) Existing Indebtedness to Remain Outstanding.
         Administrative Agent shall have received an Officer's Certificate of
         Company stating that, after giving effect to the transactions described
         in this subsection 4.1K, the Indebtedness of Loan Parties (other than
         Indebtedness under the Loan Documents) shall consist of (a) any Senior
         Notes not tendered to Company pursuant to the Senior Note Tender Offer
         and (b) Indebtedness in an aggregate amount not to exceed $9.0 million
         in respect of Capital Leases described on Schedule 7.1 annexed hereto.
         The terms and conditions of all such Indebtedness shall be in form and
         in substance satisfactory to Administrative Agent.

                  L. SECURITY INTERESTS. None of the Real Property Assets or
fixtures of any Loan Party owned or leased on the Closing Date constitutes
Collateral. Administrative Agent shall have received evidence satisfactory to it
that Loan Parties shall have taken or caused to be taken all such actions,
executed and delivered or caused to be executed and delivered all such
agreements, documents and instruments, and made or caused to be made all such
filings and recordings (other than the filing or recording of items described in
clauses (ii), (iii) and (iv) below) that may be necessary or, in the opinion of
Administrative Agent, desirable in order to create in favor of Administrative
Agent, for the benefit of Lenders, a valid and (upon such filing and recording)
First Priority security interest in the entire personal property Collateral.
Such actions shall include the following:

                  (i) Stock Certificates and Instruments. Delivery to
         Administrative Agent of (a) certificates (which certificates shall be
         accompanied by irrevocable undated stock powers, duly endorsed in blank
         and otherwise reasonably satisfactory in form and substance to
         Administrative Agent) representing all Capital Stock pledged pursuant
         to the Security Agreement and (b) all promissory notes or other
         instruments (duly endorsed,


                                       66
<PAGE>   67
         where appropriate, in a manner satisfactory to Administrative Agent)
         evidencing any Collateral;

                  (ii) Lien Searches and UCC Termination Statements. Delivery to
         Administrative Agent of (a) the results of a recent search, by a Person
         reasonably satisfactory to Administrative Agent, of all effective UCC
         financing statements filings and all judgment and tax lien filings
         which may have been made with respect to any personal property of any
         Loan Party, together with copies of all such filings disclosed by such
         search, and (b) UCC termination statements duly executed by all
         applicable Persons for filing in all applicable jurisdictions as may be
         necessary to terminate any effective UCC financing statements or
         fixture filings disclosed in such search (other than any such financing
         statements or fixture filings in respect of Liens permitted to remain
         outstanding pursuant to the terms of this Agreement).

                  (iii) UCC Financing Statements. Delivery to Administrative
         Agent of UCC financing statements, duly executed by each Loan Party
         with respect to all personal property Collateral, for filing in all
         jurisdictions as may be necessary or, in the opinion of Administrative
         Agent, desirable to perfect the security interests created in such
         Collateral pursuant to the Collateral Documents; and

                  (iv) PTO Cover Sheets, Etc. Delivery to Administrative Agent
         of all cover sheets or other documents or instruments required to be
         filed with the PTO in order to create or perfect Liens in respect of
         any IP Collateral.

                  M. COMPLETION OF PROCEEDINGS. All corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.

         4.2 CONDITIONS TO ALL LOANS.

                  The obligations of Lenders to make Loans on each Funding Date
are subject to the following further conditions precedent:

                  A. Administrative Agent shall have received before that
Funding Date, in accordance with the provisions of subsection 2.1B, an
originally executed Notice of Borrowing, in each case signed by a duly
authorized Officer of Company.

                  B. As of that Funding Date:

                  (i) The representations and warranties contained herein and in
         the other Loan Documents shall be true, correct and complete in all
         material respects on and as of that Funding Date to the same extent as
         though made on and as of that date, except to the


                                       67
<PAGE>   68
         extent such representations and warranties specifically relate to an
         earlier date, in which case such representations and warranties shall
         have been true, correct and complete in all material respects on and as
         of such earlier date; provided, that where a representation and
         warranty is already qualified as to materiality, such materiality
         qualifier shall be disregarded for purposes of this condition.

                  (ii) No event shall have occurred and be continuing or would
         result from the consummation of the borrowing contemplated by such
         Notice of Borrowing that would constitute an Event of Default;

                  (iii) Each Loan Party shall have performed in all material
         respects all agreements and satisfied all conditions which this
         Agreement provides shall be performed or satisfied by it on or before
         that Funding Date;

                  (iv) No order, judgment or decree of any arbitrator or
         Government Entity shall purport to enjoin or restrain any Lender from
         making the Loans to be made by it on that Funding Date; and

                  (v) Company shall have delivered such other certificates or
         documents that Administrative Agent shall reasonably request, in form
         and substance satisfactory to Administrative Agent.

         4.3 CONDITIONS TO LETTERS OF CREDIT.

                  The issuance of any Letter of Credit hereunder (whether or not
the applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

                  A. On or before the date of issuance of the initial Letter of
Credit pursuant to this Agreement, the initial Loans shall have been made.

                  B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally executed Request for Issuance (or a facsimile
copy thereof) in each case signed by a duly authorized Officer of Company,
together with all other information specified in subsection 3.1B(i) and such
other documents or information as the applicable Issuing Lender may reasonably
require in connection with the issuance of such Letter of Credit.

                  C. On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.2B shall be satisfied to the same
extent as if the issuance of such Letter of Credit were the making of a Loan and
the date of issuance of such Letter of Credit were a Funding Date.

SECTION 5. COMPANY'S REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Agreement and to
make the Loans, to induce Issuing Lenders to issue Letters of Credit and to
induce Revolving Lenders to purchase


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<PAGE>   69
participations therein, Company represents and warrants to each Lender, on the
date of this Agreement, on each Funding Date and on the date of issuance of each
Letter of Credit, that the following statements are true, correct and complete:

         5.1 ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
             SUBSIDIARIES.

                  A. ORGANIZATION AND POWERS. Each of the Loan Parties and the
Principal Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization as specified in
Schedule 5.1 annexed hereto. Each of the Loan Parties and the Principal
Subsidiaries has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Loan Documents and the Related Agreements to which
it is a party and to carry out the transactions contemplated thereby.

                  B. QUALIFICATION AND GOOD STANDING. Each of the Loan Parties
and the Principal Subsidiaries is qualified to do business and in good standing
in every jurisdiction where its assets are located and wherever necessary to
carry out its business and operations, except in jurisdictions where the failure
to be so qualified or to be in good standing has not had and could not
reasonably be expected to result in a Material Adverse Effect either
individually or in the aggregate.

                  C. CONDUCT OF BUSINESS. Company and its Subsidiaries are
engaged only in the businesses permitted to be engaged in pursuant to subsection
7.11.

                  D. SUBSIDIARIES. All of the Subsidiaries of Company and their
jurisdictions of organization are identified in Schedule 5.1 annexed hereto, as
said Schedule 5.1 may be supplemented from time to time pursuant to the
provisions of subsection 6.1(xiv). Schedule 5.1 identifies which Subsidiaries of
Company are Regulated Subsidiaries, Principal Subsidiaries and Significant
Subsidiaries and which Subsidiaries of Company are Loan Parties hereunder. In
the judgment of Company any Significant Subsidiary of Company which is not
identified as a Loan Party in Schedule 5.1 would not be permitted by applicable
Healthcare Regulators or regulatory restrictions to execute and deliver the
Subsidiary Guaranty and/or any Collateral Documents with respect to the
Obligations. The Capital Stock of each of the Subsidiaries of Company identified
in Schedule 5.1 annexed hereto (as so supplemented) is duly authorized, validly
issued, fully paid and nonassessable and none of such Capital Stock constitutes
Margin Stock. Each of the Subsidiaries of Company identified in Schedule 5.1
annexed hereto (as so supplemented) is a corporation, partnership, trust or
limited liability company duly organized, validly existing and in good standing
under the laws of its respective jurisdiction of organization set forth therein,
has all requisite power and authority to own and operate its properties and to
carry on its business as now conducted and as proposed to be conducted, and is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever necessary to carry out its business and
operations, in each case except where failure to be so qualified or in good
standing or a lack of such power and authority has not had and could not
reasonably be expected to result in a Material Adverse Effect either
individually or in the aggregate. Schedule 5.1 annexed hereto


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<PAGE>   70
(as so supplemented) correctly sets forth, as of the Closing Date, the ownership
interest of Company and each of its Subsidiaries in each of the Subsidiaries of
Company identified therein.

         5.2 AUTHORIZATION OF BORROWING, ETC.

                  A. AUTHORIZATION OF BORROWING. The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
action on the part of each Loan Party that is a party thereto.

                  B. NO CONFLICT. The execution, delivery and performance by
Loan Parties of the Loan Documents to which they are parties and the
consummation of the transactions contemplated by the Loan Documents do not and
will not (i) violate any provision of any law or any governmental rule or
regulation, including without limitation any Healthcare Regulation, applicable
to a Loan Party or any of the Principal Subsidiaries, the Organizational
Documents of Company or any of its Subsidiaries or any order, judgment or decree
of any court or other Government Entity binding on a Loan Party or any of the
Principal Subsidiaries, (ii) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any Contractual
Obligation of a Loan Party or any of the Principal Subsidiaries, (iii) result in
or require the creation or imposition of any Lien upon any of the properties or
assets of a Loan Party or any of the Principal Subsidiaries (other than any
Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders), or (iv) require any approval of stockholders or any
approval or consent of any Healthcare Regulator or other Government Entity or
any Person under any Contractual Obligation of a Loan Party or any of the
Principal Subsidiaries, except for such approvals or consents which will be
obtained on or before the Closing Date and disclosed in writing to Lenders and
except, in each case, to the extent such violation, conflict, Lien or failure to
obtain such approval or consent could not reasonably be expected to result in a
Material Adverse Effect.

                  C. GOVERNMENTAL CONSENTS. The execution and delivery by Loan
Parties of the Loan Documents and the Related Agreements to which they are
parties and the consummation of the transactions contemplated thereby on the
Closing Date and the repayment of the Loans do not and will not require any
Governmental Authorization.

                  D. BINDING OBLIGATION. Each of the Loan Documents and the
Related Agreements has been duly executed and delivered by each Loan Party that
is a party thereto and is the legally valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or similar laws relating to or limiting
creditors' rights generally or by general equitable principles.

         5.3 FINANCIAL CONDITION.

                  Company has heretofore delivered to Lenders, at Lenders'
request, the financial statements (including pro forma Financial Statements) and
information for the period ended September 30, 2000. All such statements other
than pro forma financial statements were prepared in conformity with GAAP and
fairly present, in all material respects, the financial


                                       70
<PAGE>   71
position (on a consolidated basis) of the entities described in such financial
statements as at the respective dates thereof and the results of operations and
cash flows (on a consolidated basis) of the entities described therein for each
of the periods then ended, subject, in the case of any such unaudited financial
statements, to changes resulting from audit and normal year-end adjustments.
None of Company and its Subsidiaries has (and will not have following the
funding of the initial Loans) any Contingent Obligation, contingent liability or
liability for taxes, long-term lease or unusual forward or long-term commitment
that, as of the Closing Date, is not reflected in the foregoing financial
statements or the notes thereto and, as of any Funding Date subsequent to the
Closing Date, is not reflected in the most recent financial statements delivered
to Lenders pursuant to subsection 6.1 or the notes thereto and that, in any such
case, is material in relation to the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Company or any of its
Subsidiaries.

         5.4 NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

                  Since December 31, 1999, except as disclosed in any document
filed with the Securities and Exchange Commission prior to the date hereof and
except for the Recapitalization, no event or change has occurred that has
resulted in or evidences, either in any case or in the aggregate, a Material
Adverse Effect.

         5.5 TITLE TO PROPERTIES; LIENS; REAL PROPERTY; INTELLECTUAL PROPERTY;
             HEALTHCARE AUTHORIZATIONS.

                  A. TITLE TO PROPERTIES; LIENS. Company and its Subsidiaries
have (i) good and marketable title to (in the case of fee interests in real
property), (ii) valid leasehold interests in (in the case of leasehold interests
in real or personal property), or (iii) good title to (in the case of all other
personal property), all of their respective properties and assets reflected in
the financial statements referred to in subsection 5.3 or in the most recent
financial statements delivered pursuant to subsection 6.1, in each case except
for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under subsection 7.7 and
except for minor defects in title that do not interfere with the obligations of
any Loan Party or any Principal Subsidiary to conduct its business as now
conducted. Except as permitted by this Agreement, all such properties and assets
are free and clear of Liens.

                  B. REAL PROPERTY. As of the Closing Date, Schedule 5.5B
annexed hereto contains a true, accurate and complete list of (i) all fee
interests in any Real Property Assets and (ii) all material leases, subleases or
assignments of leases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof) affecting each Real Property Asset,
regardless of whether Company or one of its Subsidiaries is the landlord or
tenant (whether directly or as an assignee or successor in interest) under such
lease, sublease or assignment. Except as specified in Schedule 5.5B annexed
hereto, each agreement listed in clause (ii) of the immediately preceding
sentence is in full force and effect and Company does not have knowledge of any
default that has occurred and is continuing thereunder, and each such agreement
constitutes the legally valid and binding obligation of each applicable
Subsidiary of Company, enforceable against such Subsidiary in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent


                                       71
<PAGE>   72
transfer or similar laws relating to or limiting creditors' rights generally or
by equitable principles.

                  C. INTELLECTUAL PROPERTY. As of the Closing Date, Company and
its Subsidiaries own, or have the right to use, all Intellectual Property used
in the conduct of its business, except where the failure to own or have such
right to use in the aggregate could not reasonably be expected to result in a
Material Adverse Effect. No claim has been asserted other than as set forth in
Schedule 5.5C and is pending by any Person challenging or questioning the use of
any such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does Company know of any valid basis for any such
claim except for such claims that in the aggregate could not reasonably be
expected to result in a Material Adverse Effect. The use of such Intellectual
Property by Company and its Subsidiaries does not infringe on the rights of any
Person, except for such claims and infringements that, in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect. All material
federal and state and all foreign registrations of and applications for
Intellectual Property, and all unregistered Intellectual Property, that are
owned or licensed by Company or any of its Subsidiaries on the Closing Date are
described on Schedule 5.5C annexed hereto.

                  D. HEALTHCARE AUTHORIZATIONS. Company and its Subsidiaries
have all Healthcare Authorizations and other Governmental Authorizations
necessary or advisable in connection with the continued operation of the
businesses conducted by Company and its Subsidiaries on the Closing Date and are
in compliance with the terms and conditions thereof, except where noncompliance
could not reasonably be expected to have a Material Adverse Effect.

         5.6 LITIGATION; ADVERSE FACTS.

                  Except as set forth in Schedule 5.6 annexed hereto, there are
no Proceedings (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity, or before or by any court or other Government
Entity (including any Environmental Claims) or pursuant to any Healthcare
Regulations that are pending or, to the knowledge of Company, threatened against
or affecting Company or any of its Subsidiaries or any property of Company or
any of its Subsidiaries and that, if determined adversely to the interest of
Company or its Subsidiaries, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. Neither Company nor any of
its Subsidiaries (i) is in violation of any applicable laws (including
Healthcare Regulations and Environmental Laws) which violation, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect, or (ii) is subject to or in default with respect to any final judgments,
writs, injunctions, decrees, rules or regulations of any court or other
Government Entity, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.

         5.7 PAYMENT OF TAXES.

                  Except to the extent permitted by subsection 6.3, all tax
returns and reports of Company and its Subsidiaries required to be filed by any
of them have been timely filed, and all taxes shown on such tax returns to be
due and payable and all assessments, fees and other


                                       72
<PAGE>   73
governmental charges upon Company and its Subsidiaries and upon their respective
properties, assets, income, businesses and franchises that are due and payable
have been paid when due and payable. Company knows of no proposed tax assessment
against Company or any of its Subsidiaries that is not being actively contested
by Company or such Subsidiary in good faith and by appropriate proceedings;
provided that such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefor.

         5.8 PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS; MATERIAL
             CONTRACTS.

                  A. Neither any Loan Party nor any Principal Subsidiary is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions under any Healthcare Regulation or Government
Reimbursement Program or contained in any of its Contractual Obligations, and no
condition exists that, with the giving of notice or the lapse of time or both,
would constitute such a default, except where the consequences, direct or
indirect, of such default or defaults, if any, could not reasonably be expected
to result in a Material Adverse Effect.

                  B. Neither any Loan Party nor any Principal Subsidiary is a
party to or is otherwise subject to any agreements or instruments or any charter
or other internal restrictions which, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

                  C. All Material Contracts listed on Schedule 5.8 are in full
force and effect and no material defaults currently exist thereunder.

         5.9 GOVERNMENTAL REGULATION.

                  Neither Company nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness (other than, with respect to Regulated
Subsidiaries, applicable Healthcare Regulations) or which may otherwise render
all or any portion of the Obligations unenforceable.

         5.10 SECURITIES ACTIVITIES.

                  A. Neither Company nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

                  B. Following application of the proceeds of each Loan, not
more than 25% of the value of the assets (either of Company only or of Company
and its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 7.2 or 7.7 or subject to any restriction contained in any agreement
or instrument, between Company and any Lender or any Affiliate of


                                       73
<PAGE>   74
any Lender, relating to Indebtedness and within the scope of subsection 8.2,
will be Margin Stock.

         5.11 EMPLOYEE BENEFIT PLANS.

                  A. Company, each of its Subsidiaries and each of their
respective ERISA Affiliates are in compliance with all applicable provisions and
requirements of ERISA and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan. Each Employee Benefit Plan
that is intended to qualify under Section 401(a) of the Internal Revenue Code is
so qualified.

                  B. No ERISA Event has occurred or is reasonably expected to
occur.

                  C. Except to the extent required under Section 4980B of the
Internal Revenue Code or except as set forth in Schedule 5.11 annexed hereto, no
Employee Benefit Plan provides health or welfare benefits (through the purchase
of insurance or otherwise) for any retired or former employee of Company, any of
its Subsidiaries or any of their respective ERISA Affiliates.

                  D. As of the most recent valuation date for any Pension Plan,
the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $1,000,000.

                  E. None of Company and its Subsidiaries contributes, or has
ever contributed, to a Multiemployer Plan.

         5.12 CERTAIN FEES.

                  Except as required by this Agreement and any agreement
referenced in subsection 2.3B, no broker's or finder's fee or commission will be
payable with respect to this Agreement or any of the transactions contemplated
hereby, and Company hereby indemnifies Lenders against, and agrees that it will
hold Lenders harmless from, any claim, demand or liability for any such broker's
or finder's fees alleged to have been incurred in connection herewith or
therewith and any expenses (including reasonable fees, expenses and
disbursements of counsel) arising in connection with any such claim, demand or
liability.

         5.13 ENVIRONMENTAL PROTECTION.

                  Except as set forth in Schedule 5.13 annexed hereto:

                  (i) neither Company nor any of its Subsidiaries nor any of
         their respective Facilities or operations are subject to any
         outstanding written order, consent decree or settlement agreement with
         any Person relating to (a) any Environmental Law, (b) any Environmental
         Claim, or (c) any Hazardous Materials Activity that, individually or in
         the aggregate, could reasonably be expected to result in a Material
         Adverse Effect;



                                       74
<PAGE>   75
                  (ii) neither Company nor any of its Subsidiaries has received
         any letter or request for information under Section 104 of the
         Comprehensive Environmental Response, Compensation, and Liability Act
         (42 U.S.C.Section 9604) or any comparable state law;

                  (iii) there are and, to Company's knowledge, have been no
         conditions, occurrences, or Hazardous Materials Activities that could
         reasonably be expected to form the basis of an Environmental Claim
         against Company or any of its Subsidiaries that, individually or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect; and

                  (iv) compliance with all current or reasonably foreseeable
         future requirements pursuant to or under Environmental Laws would not,
         individually or in the aggregate, be reasonably expected to result in a
         Material Adverse Effect.

         Notwithstanding anything in this subsection 5.13 to the contrary, no
event or condition has occurred or is occurring with respect to the past or
present activities of Company or any of its Subsidiaries relating to any
Environmental Law, any Release of Hazardous Materials, or any Hazardous
Materials Activity, including any matter disclosed on Schedule 5.13, which
individually or in the aggregate has had or could reasonably be expected to have
a Material Adverse Effect.

         5.14 EMPLOYEE MATTERS.

                  There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that could reasonably be expected
to result in a Material Adverse Effect.

         5.15 SOLVENCY.

                  Each Loan Party is and, upon the incurrence of any Obligations
by such Loan Party on any date on which this representation is made, will be,
Solvent.

         5.16 MATTERS RELATING TO COLLATERAL.

                  A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution
and delivery of the Collateral Documents by the Loan Parties, together with (i)
the actions taken on or prior to the date hereof pursuant to subsections 4.1L,
6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged
Collateral not delivered to Administrative Agent at the time of execution and
delivery of the applicable Collateral Document (all of which Pledged Collateral
has been so delivered) are effective to create in favor of Administrative Agent
for the benefit of Lenders, as security for the respective Secured Obligations
(as defined in the applicable Collateral Document in respect of any Collateral),
a valid First Priority Lien on all of the Collateral, and all filings and other
actions necessary or desirable to perfect and maintain the perfection and First
Priority status of such Liens have been duly made or taken and remain in full
force and effect, other than the filing of any UCC financing statements
delivered to Administrative Agent for filing (but not


                                       75
<PAGE>   76
yet filed) and the periodic filing of UCC continuation statements in respect of
UCC financing statements filed by or on behalf of Administrative Agent.

                  B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or
other action by, and no notice to or filing with, any Government Entity is
required for either (i) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of Administrative Agent pursuant to any of the
Collateral Documents or (ii) the exercise by Administrative Agent of any rights
or remedies in respect of any Collateral (whether specifically granted or
created pursuant to any of the Collateral Documents or created or provided for
by applicable law), except for filings or recordings contemplated by subsection
5.16A and except as may be required, in connection with the disposition of any
Pledged Collateral, by laws generally affecting the offering and sale of
securities and except for such authorizations, approvals, notices, filings or
other actions as may be required under any Healthcare Regulations in connection
with the pledge of the shares of Regulated Subsidiaries, all of which
authorizations, approvals, notices, filings or other actions have been made or
obtained or will be made or obtained as soon as practicable after the Closing
Date, but in any event within ten Business Days thereafter, or in connection
with the exercise by Administrative Agent of any rights or remedies in respect
of any Collateral.

                  C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have
been filed in favor of Administrative Agent as contemplated by subsection 5.16A
and to evidence permitted lease obligations and other Liens permitted pursuant
to subsection 7.2, (i) no effective UCC financing statement, fixture filing or
other instrument similar in effect covering all or any part of the Collateral is
on file in any filing or recording office and (ii) no effective filing covering
all or any part of the IP Collateral is on file in the PTO.

                  D. REGULATIONS. The pledge of the Pledged Collateral pursuant
to the Collateral Documents does not violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System or the terms or conditions of any
Healthcare Authorization or Healthcare Regulation.

                  E. INFORMATION REGARDING COLLATERAL. All information supplied
to Administrative Agent by or on behalf of any Loan Party with respect to any of
the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.

         5.17 DISCLOSURE.

                  No representation or warranty of Company or any of its
Subsidiaries contained in the Confidential Information Memorandum or in any Loan
Document or Related Agreement or in any other document, certificate or written
statement furnished to Lenders by or on behalf of Company or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement contains any untrue statement of a material fact or omits to state a
material fact (known to Company, in the case of any document not furnished by
it) necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions believed by Company to be


                                       76
<PAGE>   77
reasonable at the time made, it being recognized by Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results. There are no facts known (or which should upon the
reasonable exercise of diligence be known) to Company (other than matters of a
general economic nature) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect and that have not
been disclosed herein or in such other documents, certificates and statements
furnished to Lenders for use in connection with the transactions contemplated
hereby.

         5.18 FRAUD AND ABUSE.

                  Neither Company nor any of its Subsidiaries, nor any of their
respective officers or directors has, on behalf of Company or any of its
Subsidiaries, knowingly or willfully violated any Healthcare Regulation,
including but not limited to the following: (i) knowingly and willfully making
or causing to be made a false statement or representation of a material fact in
any application for any benefit or payment or for use in determining rights to
any benefit or payment under a Government Reimbursement Program; (ii) failing to
disclose knowledge by a claimant of the occurrence of any event affecting the
initial or continued right to any benefit or payment on its own behalf or on
behalf of another, with intent to secure such benefit or payment fraudulently;
(iii) knowingly and willfully soliciting or receiving any remuneration
(including any kickback, bribe or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offering to pay such remuneration (a) in return
for referring an individual to a Person for the furnishing or arranging for the
furnishing of any item or service for which payment may be made in whole or in
part by any Government Reimbursement Program, or (b) in return for purchasing,
leasing or ordering or arranging for or recommending the purchasing, leasing or
order in of any good, facility, service or item for which payment may be made in
whole or in part by any Government Reimbursement Program that, in any case,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

         5.19 REIMBURSEMENT.

                  With respect to Government Reimbursement Programs, (i) no
notice of any offsets against future reimbursement has been received by Company,
nor to the knowledge of Company, is there any reasonable basis therefor, except
with respect to offsets in the ordinary course of business that could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, (ii) there are no pending appeals, adjustments, challenges,
audits, litigation, notices of intent to reopen or open completed payments,
except such adjustments made in the ordinary course of business that could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, and (iii) Company has received no notice of pending, threatened
or possible suspension, exclusion, decertification or other loss of
participation that could, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.



                                       77
<PAGE>   78
         5.20 SUBORDINATED INDEBTEDNESS.

                  The Obligations constitute senior Indebtedness that is
entitled to the benefits of the subordination provisions, if any, of all
Subordinated Indebtedness of Company and its Subsidiaries.

         5.21 RELATED AGREEMENTS.

                  Company has delivered to Lenders complete and correct copies
of each Related Agreement and of all exhibits and schedules thereto.

SECTION 6. COMPANY'S AFFIRMATIVE COVENANTS

                  Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, Company shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 6.

         6.1 FINANCIAL STATEMENTS AND OTHER REPORTS.

                  Company will maintain, and cause each of the Subsidiary
Guarantors and Principal Subsidiaries to maintain, a system of accounting
established and administered in accordance with sound business practices to
permit preparation of financial statements in conformity with GAAP. Company will
deliver to Administrative Agent and Lenders:

                  (i) Operating Information: as soon as available, and in any
         event within 45 days after the end of each period specified (unless
         otherwise specified), a report or reports showing, for such period (a)
         a calculation of Company Cash Flow for each month, (b) risk-based
         capital of each Regulated Subsidiary at the end of each Fiscal Year (to
         be provided with 90 days after the end of each Fiscal Year), (c)
         statutory net worth and statutory capital of each Regulated Subsidiary
         at the end of each Fiscal Quarter (to be provided within 45 days of the
         end of each of the first three Fiscal Quarters and 90 days after the
         end of the fourth Fiscal Quarter of each Fiscal Year), (d) dividends
         requested from each Regulated Subsidiary during each month, (e) the
         number of members as of the end of each month by state and Product and
         (f) the following information for Company and its Subsidiaries on a
         consolidated and monthly basis: (1) medical loss ratio, (2)
         administrative loss ratio, (3) premium revenue on a per member per
         month basis, (4) medical expenses on a per member per month basis, (5)
         administrative expense on a per member per month basis and (6) the
         number of fully insured member months.

                  (ii) Monthly and Quarterly Financials: as soon as available
         and in any event within 45 days after the end of each month and within
         45 days after the end of each of the first three Fiscal Quarters of
         each Fiscal Year, (a) the consolidated balance sheets of Company and
         its Subsidiaries as at the end of such fiscal period and the related
         consolidated statements of operations, shareholders' equity and cash
         flows of Company


                                       78
<PAGE>   79
         and its Subsidiaries for such fiscal period and for the period from the
         beginning of the then current Fiscal Year to the end of such fiscal
         period and the balance sheet of Company only as at the end of such
         fiscal period, setting forth in each case in comparative form the
         corresponding figures for the corresponding periods of the previous
         Fiscal Year, all in reasonable detail, subject to changes resulting
         from audit and normal year-end adjustments (which requirement may be
         satisfied, in the case of quarterly financial statements, to the extent
         such report contains the information specified, by the delivery of
         Company's Quarterly Report on Form 10-Q, as filed with the Securities
         and Exchange Commission, by the time specified), and (b) a certificate
         of the chief financial officer of Company that such financial
         statements fairly present, in all material respects, the financial
         condition of Company and its Subsidiaries and of Company only as at the
         dates indicated and the results of operations and cash flows for the
         periods indicated, subject to changes resulting from audit and normal
         year-end adjustments;

                  (iii) Year-End Financials: as soon as available and in any
         event within 90 days after the end of each Fiscal Year, (a) the
         consolidated balance sheets of Company and its Subsidiaries as at the
         end of such Fiscal Year and the related consolidated statements of
         operations, shareholders' equity and cash flows of Company and its
         Subsidiaries for such Fiscal Year and the balance sheet of Company only
         as at the end of such Fiscal Year and cash flows of Company only for
         such Fiscal Year, setting forth in each case in comparative form the
         corresponding figures for the previous Fiscal Year, all in reasonable
         detail (which requirement may be satisfied, to the extent such report
         contains the information specified, by the delivery of Company's Annual
         Report on Form 10-K, as filed with the Securities and Exchange
         Commission, by the time specified), (b) a certificate of the chief
         financial officer of Company that such financial statements fairly
         present, in all material respects, the financial condition of Company
         and its Subsidiaries and of Company only as at the dates indicated and
         the results of operations and cash flows for the periods indicated, and
         (c) in the case of such consolidated financial statements, a report
         thereon of Ernst & Young LLP or other independent certified public
         accountants of recognized national standing selected by Company and
         satisfactory to Administrative Agent, which report shall be
         unqualified, shall express no doubts about the ability of Company and
         its Subsidiaries to continue as a going concern, and shall state that
         such consolidated financial statements fairly present, in all material
         respects, the consolidated financial position of Company and its
         Subsidiaries as at the dates indicated and the results of their
         operations and their cash flows for the periods indicated in conformity
         with GAAP applied on a basis consistent with prior years (except as
         otherwise disclosed in such financial statements) and that the
         examination by such accountants in connection with such consolidated
         financial statements has been made in accordance with generally
         accepted auditing standards;

                  (iv) Compliance Certificate: together with each delivery of
         quarterly and annual consolidated financial statements of Company and
         its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an
         Officer's Certificate of Company stating that the signers have reviewed
         the terms of this Agreement and have made, or caused to be made under
         their supervision, a review in reasonable detail of the transactions
         and condition of


                                       79
<PAGE>   80
         Company and its Subsidiaries during the accounting period covered by
         such financial statements and that such review has not disclosed the
         existence during or at the end of such accounting period, and that the
         signers do not have knowledge of the existence as at the date of such
         Officer's Certificate, of any condition or event that constitutes an
         Event of Default or Potential Event of Default, or, if any such
         condition or event existed or exists, specifying the nature and period
         of existence thereof and what action Company has taken, is taking and
         proposes to take with respect thereto; and (b) a Compliance Certificate
         demonstrating in reasonable detail compliance during and at the end of
         the applicable accounting periods with the restrictions contained in
         Section 7, in each case to the extent compliance with such restrictions
         is required to be tested at the end of the applicable accounting
         period;

                  (v) Reconciliation Statements: if, as a result of any change
         in accounting principles and policies from those used in the
         preparation of the audited financial statements referred to in
         subsection 5.3, the consolidated financial statements of Company and
         its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or
         (xii) of this subsection 6.1 will differ in any material respect from
         the consolidated financial statements that would have been delivered
         pursuant to such subdivisions had no such change in accounting
         principles and policies been made, then (a) together with the first
         delivery of financial statements pursuant to subdivision (ii), (iii) or
         (xii) of this subsection 6.1 following such change, consolidated
         financial statements of Company and its Subsidiaries for (y) the
         current Fiscal Year to the effective date of such change and (z) the
         two full Fiscal Years immediately preceding the Fiscal Year in which
         such change is made, in each case prepared on a pro forma basis as if
         such change had been in effect during such periods, and (b) together
         with each delivery of financial statements pursuant to subdivision
         (ii), (iii) or (xii) of this subsection 6.1 following such change, if
         required pursuant to subsection 1.2, a written statement of the chief
         accounting officer or chief financial officer of Company setting forth
         the differences (including any differences that would affect any
         calculations relating to the financial covenants set forth in
         subsection 7.6) which would have resulted if such financial statements
         had been prepared without giving effect to such change;

                  (vi) Accountants' Certification: together with each delivery
         of consolidated financial statements of Company and its Subsidiaries
         pursuant to subdivision (iii) above, a written statement by the
         independent certified public accountants giving the report thereon (a)
         stating that their audit examination has included a review of the terms
         of this Agreement and the other Loan Documents as they relate to
         accounting matters, (b) stating whether, in connection with their audit
         examination, any condition or event that constitutes an Event of
         Default or Potential Event of Default has come to their attention and,
         if such a condition or event has come to their attention, specifying
         the nature and period of existence thereof; provided that such
         accountants shall not be liable by reason of any failure to obtain
         knowledge of any such Event of Default or Potential Event of Default
         that would not be disclosed in the course of their audit examination,
         and (c) stating that based on their audit examination nothing has come
         to their attention that causes them to believe either or both that the
         information contained in the certificates


                                       80
<PAGE>   81
         delivered therewith pursuant to subdivision (iv) above is not correct
         or that the matters set forth in the Compliance Certificates delivered
         therewith pursuant to clause (b) of subdivision (iv) above for the
         applicable Fiscal Year are not stated in accordance with the terms of
         this Agreement;

                  (vii) Accountants' Reports: promptly upon receipt thereof
         (unless restricted by applicable professional standards), copies of all
         reports submitted to Company by independent certified public
         accountants in connection with each annual, interim or special audit of
         the financial statements of Company and its Subsidiaries made by such
         accountants, including any comment letter submitted by such accountants
         to management in connection with their annual audit;

                  (viii) SEC Filings and Press Releases: promptly upon their
         becoming available, copies of (a) all financial statements, reports,
         notices and proxy statements sent or made available generally by
         Company to its security holders or by any Subsidiary of Company to its
         security holders other than Company or another Subsidiary of Company,
         (b) all regular and periodic reports and all registration statements
         (other than on Form S-8 or a similar form) and prospectuses, if any,
         filed by Company or any of its Subsidiaries with any securities
         exchange or with the Securities and Exchange Commission, and (c) all
         press releases and other statements made available generally by Company
         or any of its Subsidiaries to the public concerning material
         developments in the business of Company or any of its Subsidiaries;

                  (ix) Litigation or Other Proceedings: (a) promptly upon any
         officer of Company obtaining knowledge of (1) the institution of, or
         non-frivolous threat of, any Proceeding against or affecting Company or
         any of its Subsidiaries or any property of Company or any of its
         Subsidiaries not previously disclosed in writing by Company to Lenders
         or (2) any material development in any Proceeding that, in any case:

                                    (x) with respect to (A) Company's or any of
                           its Subsidiaries' qualification or right to
                           participate in any Government Reimbursement Program,
                           (B) the compliance or non-compliance by Company or
                           any of its Subsidiaries with the terms or provisions
                           of any Government Reimbursement Program or any
                           Healthcare Authorization or (C) the right of Company
                           or any of its Subsidiaries to receive or retain
                           amounts received or due or to become due from any
                           Government Reimbursement Programs, together with all
                           other such Proceedings, has a reasonable possibility
                           of giving rise to a Material Adverse Effect; or

                                    (y) if adversely determined, has a
                           reasonable possibility after giving effect to the
                           coverage and policy limits of insurance policies
                           issued to Company and its Subsidiaries of giving rise
                           to a Material Adverse Effect; or



                                       81
<PAGE>   82
                                    (z) seeks to enjoin or otherwise prevent the
                           consummation of, or to recover any damages or obtain
                           relief as a result of, the transactions contemplated
                           hereby;

written notice thereof together with such other information as may be reasonably
available to Company to enable Lenders and their counsel to evaluate such
matters; and (b) together with each delivery of quarterly and annual
consolidated financial statements of Company and its Subsidiaries pursuant to
subdivisions (ii) and (iii) above, a schedule of all Proceedings involving an
alleged liability of, or claims against or affecting, Company or any of its
Subsidiaries equal to or greater than $10,000,000, and promptly after request by
Administrative Agent such other information as may be reasonably requested by
Administrative Agent to enable Administrative Agent and its counsel to evaluate
any of such Proceedings; provided that the Company and its Subsidiaries shall
not be obliged to provide any information if to do so would cause the Company or
a Subsidiary to be materially disadvantaged in defending itself in connection
with any such proceeding; and provided further that such requirement may be
satisfied by delivery of Company's Annual Report on Form 10-K or its Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission, to
the extent such report contains the information required by this clause (b);

                  (x) ERISA Events: promptly upon becoming aware of the
         occurrence of or forthcoming occurrence of any ERISA Event, a written
         notice specifying the nature thereof, what action Company, any of its
         Subsidiaries or any of their respective ERISA Affiliates has taken, is
         taking or proposes to take with respect thereto and, when known, any
         action taken or threatened by the Internal Revenue Service, the
         Department of Labor or the PBGC with respect thereto;

                  (xi) ERISA Notices: with reasonable promptness, copies of (a)
         all notices received by Company, any of its Subsidiaries or any of
         their respective ERISA Affiliates from a Multiemployer Plan sponsor
         concerning an ERISA Event; and (b) copies of such other documents or
         governmental reports or filings relating to any Employee Benefit Plan
         as Administrative Agent shall reasonably request;

                  (xii) Financial Plans: as soon as practicable and in any event
         no later than 30 days after the beginning of each Fiscal Year, a
         consolidated and consolidating plan and financial forecast for such
         Fiscal Year (the "FINANCIAL PLAN" for such Fiscal Year), including (a)
         forecasted consolidated and consolidating balance sheets and forecasted
         consolidated and consolidating statements of operations and cash flows
         of Company and its Subsidiaries for such Fiscal Year, together with a
         pro forma Compliance Certificate for such Fiscal Year and an
         explanation of the assumptions on which such forecasts are based, (b)
         forecasted consolidated statements of operations and cash flows of
         Company and its Subsidiaries for each month of such Fiscal Year,
         together with an explanation of the assumptions on which such forecasts
         are based in the form previously provided to Lenders, (c) such other
         information and projections as any Lender may reasonably request;



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                  (xiii) Insurance: as soon as practicable after any material
         change in insurance coverage maintained by Company and its Subsidiaries
         notice thereof to Administrative Agent specifying the changes and
         reasons therefor;

                  (xiv) New Subsidiaries: promptly upon any Person becoming a
         Subsidiary of Company, a written notice setting forth with respect to
         such Person (a) the date on which such Person became a Subsidiary of
         Company and (b) all of the data required to be set forth in Schedule
         5.1 annexed hereto with respect to all Subsidiaries of Company (it
         being understood that such written notice shall be deemed to supplement
         Schedule 5.1 annexed hereto for all purposes of this Agreement);

                  (xv) Health Care Compliance: promptly upon any senior officer
         of Company obtaining knowledge of (i) any material claim, complaint,
         notice or request for information received by Company or any of its
         Subsidiaries with respect to compliance with Healthcare Regulations or
         to the delivery of healthcare services by Company or any of its
         Subsidiaries and payment therefor (excluding malpractice claims and
         routine license and certification surveys), including, but not limited
         to, any violation or alleged violation of any federal, state or local
         statute, regulation or ordinance, including without limitation any
         Healthcare Regulation, relating to the delivery of medical services and
         payment therefor, including, but not limited to, the requirements set
         forth under federal Medicare statutes, 42 U.S.C. Sections 1320a-7,
         1320a-7a, 1320a-7b and 1395nn, and the regulations promulgated
         thereunder and related state or local statutes or regulations (or any
         successor federal or state statute or regulation) to the extent that
         any such claim, complaint, notice or request for information could
         reasonably be expected to result in a Material Adverse Effect or (ii)
         the suspension, termination, revocation or restriction or proposed
         suspension, termination, revocation or restriction of any material
         Healthcare Authorization by any Government Entity;

                  (xvi) Events of Default, etc.: promptly upon any senior
         officer of Company obtaining knowledge (a) of any condition or event
         that constitutes an Event of Default or Potential Event of Default, or
         becoming aware that any Lender has given any notice (other than to
         Administrative Agent) or taken any other action with respect to a
         claimed Event of Default or Potential Event of Default, (b) that any
         Person has given any notice to Company or any of its Subsidiaries or
         taken any other action with respect to a claimed default or event or
         condition of the type referred to in subsection 8.2, or (c) of the
         occurrence of any event or change that has caused or evidences, either
         in any case or in the aggregate, a Material Adverse Effect, an
         Officer's Certificate specifying the nature and period of existence of
         such condition, event or change, or specifying the notice given or
         action taken by any such Person and the nature of such claimed Event of
         Default, Potential Event of Default, default, event or condition, and
         what action Company has taken, is taking and proposes to take with
         respect thereto; and

                  (xvii) Other Information: with reasonable promptness, such
         other information and data with respect to Company or any of its
         Subsidiaries as from time to time may be reasonably requested by any
         Lender.



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<PAGE>   84
         6.2 EXISTENCE, ETC.

                  Except as permitted under subsection 7.7, Company will, and
will cause each Subsidiary Guarantor and each Principal Subsidiary to, at all
times (i) preserve and keep in full force and effect its existence and all
rights and franchises material to its business and (ii) maintain and keep in
full force and effect its Healthcare Authorizations material to its business;
provided, however that neither Company nor any of its Subsidiaries shall be
required to preserve any such right, franchise or Healthcare Authorization if
the Governing Body of Company or such Subsidiary shall determine in its sole
discretion that the preservation thereof is no longer desirable in the conduct
of the business of Company or such Subsidiary, as the case may be, and that the
loss thereof is not disadvantageous in any material respect to Company, such
Subsidiary or Lenders.

         6.3 PAYMENT OF TAXES AND CLAIMS; TAX.

                  A. Company will, and will cause each of its Subsidiaries to,
pay all taxes, assessments and other governmental charges imposed upon it or any
of its properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including claims
for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; provided that no such charge or claim need be paid if it is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (ii) in the case of a charge or claim which has or may become
a Lien against any of the Collateral, such proceedings conclusively operate to
stay the sale of any portion of the Collateral to satisfy such charge or claim.

                  B. Company will not, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than Company or any of its Subsidiaries).

         6.4 MAINTENANCE OF PROPERTIES; INSURANCE.

                  A. MAINTENANCE OF PROPERTIES. Company will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear excepted, all material
properties used or useful in the business of Company and its Subsidiaries
(including all Intellectual Property) and from time to time will make or cause
to be made all appropriate repairs, renewals and replacements thereof.

                  B. INSURANCE. Company will maintain or cause to be maintained,
with financially sound and reputable insurers, such public liability insurance,
third party property damage insurance, business interruption or excess expense
insurance and casualty insurance with respect to liabilities, losses or damage
in respect of the assets, properties and businesses of Company and its
Subsidiaries as may customarily be carried or maintained under similar
circumstances by corporations of established reputation engaged in similar
businesses, in each


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<PAGE>   85
case in such amounts (giving effect to self-insurance), with such deductibles,
covering such risks and otherwise on such terms and conditions as shall be
customary for corporations similarly situated in the industry. Each such policy
of insurance shall provide for at least 30 days prior written notice to
Administrative Agent of any modification or cancellation of such policy.

         6.5 INSPECTION RIGHTS; LENDER MEETING.

                  A. INSPECTION RIGHTS. Company shall, and shall cause each of
its Subsidiaries to, permit any authorized representatives designated by any
Lender to visit and inspect any of the properties of Company or of any of its
Subsidiaries, to inspect, copy and take extracts from its and their financial
and accounting records, and to discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants
(provided that Company may, if it so chooses, be present at or participate in
any such discussion), all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested;
provided, however, that except upon the occurrence and during the continuance of
a Potential Event of Default or Event of Default, not more than one such set of
visits and inspections may be conducted each calendar quarter.

                  B. LENDER MEETING. Company will, upon the request of
Administrative Agent or Requisite Lenders, participate in a meeting of
Administrative Agent and Lenders once during each Fiscal Year to be held at
Company's principal offices (or at such other location as may be agreed to by
Company and Administrative Agent) at such time as may be agreed to by Company
and Administrative Agent.

         6.6 COMPLIANCE WITH LAWS, ETC.

                  Company shall comply, and shall cause each of its Subsidiaries
to comply, with the requirements of all applicable laws, rules, regulations and
orders of any Government Entity (including all Healthcare Regulations and
Environmental Laws), noncompliance with which could reasonably be expected to
result in, individually or in the aggregate, a Material Adverse Effect.

         6.7 ENVIRONMENTAL MATTERS.

                  A. ENVIRONMENTAL DISCLOSURE. Company will deliver to
Administrative Agent and Lenders:

                  (i) Environmental Audits and Reports. As soon as practicable
         following receipt thereof, copies of all environmental audits,
         investigations, analyses and reports of any kind or character, whether
         prepared by personnel of Company or any of its Subsidiaries or by
         independent consultants, governmental authorities or any other Persons,
         with respect to significant environmental matters at any Facility that,
         individually or in the aggregate, could reasonably be expected to
         result in a Material Adverse Effect or with respect to any
         Environmental Claims that, individually or in the aggregate, could
         reasonably be expected to result in a Material Adverse Effect;



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<PAGE>   86
                  (ii) Notice of Certain Releases, Remedial Actions, Etc.
         Promptly upon the occurrence thereof, written notice describing in
         reasonable detail (a) any Release required to be reported to any
         federal, state or local governmental or regulatory agency under any
         applicable Environmental Laws, and (b) any remedial action taken by
         Company or any other Person in response to (1) any Hazardous Materials
         Activities the existence of which could reasonably be expected to
         result in one or more Environmental Claims having, individually or in
         the aggregate, a Material Adverse Effect, or (2) any Environmental
         Claims that, individually or in the aggregate, could reasonably be
         expected to result in a Material Adverse Effect.

                  (iii) Written Communications Regarding Environmental Claims,
         Releases, Etc. As soon as practicable following the sending or receipt
         thereof by Company or any of its Subsidiaries, a copy of any and all
         written communications with respect to (a) any Environmental Claims
         that, individually or in the aggregate, could reasonably be expected to
         result in a Material Adverse Effect, (b) any Release required to be
         reported to any federal, state or local governmental or regulatory
         agency, and (c) any request for information from any governmental
         agency that suggests such agency is investigating whether Company or
         any of its Subsidiaries may be potentially responsible for any
         Hazardous Materials Activity.

                  (iv) Notice of Certain Proposed Actions Having Environmental
         Impact. Prompt written notice describing in reasonable detail (a) any
         proposed acquisition of stock, assets, or property by Company or any of
         its Subsidiaries that could reasonably be expected to (1) expose
         Company or any of its Subsidiaries to, or result in, Environmental
         Claims that could reasonably be expected to result in, individually or
         in the aggregate, a Material Adverse Effect or (2) affect the ability
         of Company or any of its Subsidiaries to maintain in full force and
         effect all material Governmental Authorizations required under any
         Environmental Laws for their respective operations and (b) any proposed
         action to be taken by Company or any of its Subsidiaries to commence
         manufacturing or other industrial operations or to modify current
         operations in a manner that could reasonably be expected to subject
         Company or any of its Subsidiaries to any material additional
         obligations or requirements under any Environmental Laws that could
         reasonably be expected to result in, individually or in the aggregate,
         a Material Adverse Effect.

                  B. COMPANY'S ACTIONS REGARDING HAZARDOUS MATERIALS ACTIVITIES,
ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

                  (i) Remedial Actions Relating to Hazardous Materials
         Activities. Company shall, in compliance with all applicable
         Environmental Laws, promptly undertake, and shall cause each of its
         Subsidiaries promptly to undertake, any and all investigations,
         studies, sampling, testing, abatement, cleanup, removal, remediation or
         other response actions necessary to remove, remediate, clean up or
         abate any Hazardous Materials Activity on, under or about any Facility
         that is in violation of any Environmental Laws or that presents a
         material risk of giving rise to an Environmental Claim.



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<PAGE>   87
                  (ii) Actions with Respect to Environmental Claims and
         Violations of Environmental Laws. Company shall promptly take, and
         shall cause each of its Subsidiaries promptly to take, any and all
         actions necessary to (i) cure any violation of applicable Environmental
         Laws by Company or its Subsidiaries that could reasonably be expected
         to result in, individually or in the aggregate, a Material Adverse
         Effect and (ii) make an appropriate response to any Environmental Claim
         against Company or any of its Subsidiaries and discharge any
         obligations it may have to any Person thereunder where failure to do so
         could reasonably be expected to result in, individually or in the
         aggregate, a Material Adverse Effect.

         6.8 EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY COLLATERAL
             DOCUMENTS AFTER THE CLOSING DATE.

                  A. EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
COLLATERAL DOCUMENTS. In the event that (i) any Person becomes a direct or
indirect Subsidiary of Company that is a Significant Subsidiary after the date
hereof other than any such Subsidiary that is a Regulated Subsidiary that in the
judgment of Company would not be permitted by applicable Healthcare Regulators
to undertake the actions described below, (ii) Company or any of its
Subsidiaries transfers or causes to be transferred in one or a series of
transactions (whether or not related), any assets, businesses, divisions, real
property or equipment having an aggregate fair market value (as determined in
good faith by the Board of Directors) in excess of $2,000,000 to any Subsidiary
that is not a Subsidiary Guarantor or to any Regulated Subsidiary (other than in
connection with an Investment permitted pursuant to subsection 7.3 hereof) or
(iii) any Subsidiary of Company that is not a Subsidiary Guarantor guarantees
any Indebtedness of Company or pledges any of its assets to secure any
Indebtedness of Company other than the Indebtedness under this Agreement,
Company will promptly notify Administrative Agent of that fact and (1) execute,
or cause the applicable Subsidiary to execute, a Pledge Amendment (as such term
is defined in the Security Agreement) and (2) cause such new Subsidiary to
execute and deliver to Administrative Agent a counterpart of the Subsidiary
Guaranty and a counterpart to the Security Agreement and to take all such
further actions and execute all such further documents and instruments
(including actions, documents and instruments comparable to those described in
subsection 4.1L) as may be necessary or, in the opinion of Administrative Agent,
desirable to create in favor of Administrative Agent, for the benefit of
Lenders, a valid First Priority Lien on all of the personal and mixed property
assets of such Subsidiary described in the applicable forms of Collateral
Documents.

                  B. SUBSIDIARY ORGANIZATIONAL DOCUMENTS, LEGAL OPINIONS, ETC.
In the event any Person becomes a direct or indirect Subsidiary of Company,
Company shall deliver to Administrative Agent, together with the Loan Documents
required to be delivered pursuant to subsection 6.8A, if any, (i) certified
copies of such Subsidiary's Organizational Documents, together with a good
standing certificate from the Secretary of State of the jurisdiction of its
organization and each other state in which such Person is qualified to do
business and, to the extent generally available, a certificate or other evidence
of good standing as to payment of any applicable franchise or similar taxes from
the appropriate taxing authority of each of such jurisdictions, each to be dated
a recent date prior to their delivery to Administrative Agent, (ii) if
applicable, a certificate executed by the secretary or similar officer of such
Subsidiary as to


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(a) the fact that the attached resolutions of the Governing Body of such
Subsidiary approving and authorizing the execution, delivery and performance of
such Loan Documents are in full force and effect and have not been modified or
amended and (b) the incumbency and signatures of the officers of such Subsidiary
executing such Loan Documents, and (iii) if applicable, a favorable opinion of
counsel to such Subsidiary, in form and substance satisfactory to Administrative
Agent and its counsel, as to (a) the due organization and good standing of such
Subsidiary, (b) the due authorization, execution and delivery by such Subsidiary
of such Loan Documents, (c) the enforceability of such Loan Documents against
such Subsidiary and (d) such other matters (including matters relating to the
creation and perfection of Liens in any Collateral pursuant to such Loan
Documents) as Administrative Agent may reasonably request, all of the foregoing
to be satisfactory in form and substance to Administrative Agent and its
counsel.

         6.9 CONFORMING LEASEHOLD INTERESTS; MATTERS RELATING TO ADDITIONAL REAL
             PROPERTY COLLATERAL.

                  A. CONFORMING LEASEHOLD INTERESTS. If Company or any of its
Subsidiaries acquires any Leasehold Property, Company shall, or shall cause such
Subsidiary to, use its best efforts (without requiring Company or such
Subsidiary to relinquish any material rights or incur any material obligations
or to expend more than a nominal amount of money over and above the
reimbursement, if required, of the landlord's out-of-pocket costs, including
attorneys fees) to cause such Leasehold Property to be a Conforming Leasehold
Interest.

                  B. ADDITIONAL MORTGAGES, ETC. From and after the Closing Date,
in the event that (i) Company or any Subsidiary Guarantor that is a Significant
Subsidiary acquires any fee interest in real property or any Material Leasehold
Property or (ii) at the time any Person becomes a Subsidiary Guarantor that is a
Significant Subsidiary, such Person owns or holds any fee interest in real
property or any Leasehold Property, in either case excluding any Real Property
Asset or Leasehold Property the encumbrancing of which is prohibited by
regulatory restrictions applicable to such Subsidiary Guarantor or which
requires the consent of any applicable lessor or (in the case of clause (ii)
above) then-existing senior lienholder, where Company and its Subsidiaries are
unable to obtain such lessor's or senior lienholder's consent (any such
non-excluded Real Property Asset or Leasehold Property described in the
foregoing clause (i) or (ii) being a "MORTGAGED PROPERTY"), Company or such
Subsidiary Guarantor shall promptly notify Administrative Agent of the
acquisition of such Mortgaged Property or such Subsidiary Guarantor and, upon
request, of Administrative Agent, shall deliver to Administrative Agent, as soon
as practicable thereafter, the following:

                  (i) Mortgage. A fully executed and notarized Mortgage, duly
         recorded in all appropriate places in all applicable jurisdictions,
         encumbering the interest of such Loan Party in such Mortgaged Property;

                  (ii) Opinions of Counsel. (a) A favorable opinion of counsel
         to such Loan Party, in form and substance reasonably satisfactory to
         Administrative Agent and its counsel, as to the due authorization,
         execution and delivery by such Loan Party of such Mortgage and such
         other matters as Administrative Agent may reasonably request, and (b)
         if required by Administrative Agent, an opinion of counsel (which
         counsel shall be


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<PAGE>   89
         reasonably satisfactory to Administrative Agent) in the state in which
         such Mortgaged Property is located with respect to the enforceability
         of such Mortgage and such other matters (including any matters governed
         by the laws of such state regarding personal property security
         interests in respect of any Collateral) as Administrative Agent may
         reasonably request, in each case in form and substance reasonably
         satisfactory to Administrative Agent;

                  (iii) Landlord Consent and Estoppel; Recorded Leasehold
         Interest. In the case of a Mortgaged Property consisting of a Leasehold
         Property, (a) a Landlord Consent and Estoppel and (b) evidence that
         such Leasehold Property is a Recorded Leasehold Interest;

                  (iv) Title Insurance. (a) If required by Administrative Agent,
         an ALTA mortgagee title insurance policy or an unconditional commitment
         therefor (a "MORTGAGE POLICY") issued by the a title company
         satisfactory to Administrative Agent with respect to such Mortgaged
         Property, in an amount satisfactory to Administrative Agent, insuring
         fee simple title to, or a valid leasehold interest in, such Mortgaged
         Property vested in such Loan Party and assuring Administrative Agent
         that such Mortgage creates a valid and enforceable First Priority
         mortgage Lien on such Mortgaged Property, subject only to a standard
         survey exception, which Mortgage Policy (1) shall include an
         endorsement for mechanics' liens, for future advances under this
         Agreement and for any other matters reasonably requested by
         Administrative Agent and (2) shall provide for affirmative insurance
         and such reinsurance as Administrative Agent may reasonably request,
         all of the foregoing in form and substance reasonably satisfactory to
         Administrative Agent; and (b) evidence satisfactory to Administrative
         Agent that such Loan Party has (i) delivered to the Title Company all
         certificates and affidavits required by the Title Company in connection
         with the issuance of the Mortgage Policy and (ii) paid to the Title
         Company or to the appropriate Governmental Authorities all expenses and
         premiums of the Title Company in connection with the issuance of the
         Mortgage Policy and all recording and stamp taxes (including mortgage
         recording and intangible taxes) payable in connection with recording
         the Mortgage in the appropriate real estate records;

                  (v) Title Report. If no Mortgage Policy is required with
         respect to such Mortgaged Property, a title report issued by the Title
         Company with respect thereto, dated not more than 30 days prior to the
         date such Mortgage is to be recorded and satisfactory in form and
         substance to Administrative Agent;

                  (vi) Copies of Documents Relating to Title Exceptions. Copies
         of all recorded documents listed as exceptions to title or otherwise
         referred to in the Mortgage Policy or title report delivered pursuant
         to clause (iv) or (v) above;

                  (vii) Matters Relating to Flood Hazard Properties. (a)
         Evidence, which may be in the form of a letter from an insurance broker
         or a municipal engineer, as to whether (1) such Mortgaged Property is a
         Flood Hazard Property and (2) the community in which any such Flood
         Hazard Property is located is participating in the National Flood
         Insurance Program, (b) if there are any such Flood Hazard Properties,
         such Loan Party's written acknowledgement of receipt of written
         notification from Administrative Agent (1) as to


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<PAGE>   90
         the existence of each such Flood Hazard Property and (2) as to whether
         the community in which each such Flood Hazard Property is located is
         participating in the National Flood Insurance Program, and (c) in the
         event any such Flood Hazard Property is located in a community that
         participates in the National Flood Insurance Program, evidence that
         Company has obtained flood insurance in respect of such Flood Hazard
         Property to the extent required under the applicable regulations of the
         Board of Governors of the Federal Reserve System; and

                  (viii) Environmental Audit. If required by Administrative
         Agent, reports and other information, in form, scope and substance
         satisfactory to Administrative Agent and prepared by environmental
         consultants satisfactory to Administrative Agent, concerning any
         environmental hazards or liabilities to which Company or any of its
         Subsidiaries may be subject with respect to such Mortgaged Property.

SECTION 7. COMPANY'S NEGATIVE COVENANTS

                  Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, Company shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 7.

         7.1 INDEBTEDNESS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                  (i) Company may become and remain liable with respect to the
         Obligations;

                  (ii) Company and its Subsidiaries may become and remain liable
         with respect to Contingent Obligations permitted by subsection 7.4 and,
         upon any matured obligations actually arising pursuant thereto, the
         Indebtedness corresponding to the Contingent Obligations so
         extinguished;

                  (iii) Company and its Subsidiaries may become and remain
         liable with respect to Indebtedness in respect of Capital Leases,
         Purchase Money Obligations or similar financing transactions relating
         to its properties, assets and rights acquired after the Closing Date;
         provided that the aggregate principal amount of such Indebtedness under
         this clause does not exceed 100% of the cost of such properties, assets
         and rights;

                  (iv) Company or any Subsidiary Guarantors which are not
         Regulated Subsidiaries or, to the extent required to comply with
         applicable regulatory requirements, any Regulated Subsidiary, may incur
         and remain liable with respect to, intercompany Indebtedness between or
         among Company and any such Subsidiary Guarantors and any such Regulated
         Subsidiaries or between or among any such Subsidiary Guarantors and


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         any such Regulated Subsidiaries; provided that (a) all such
         intercompany Indebtedness (other than intercompany accounts receivable
         and accounts payable incurred in the ordinary course of business) shall
         be evidenced by promissory notes, (b) all such intercompany
         Indebtedness (other than intercompany accounts receivable and accounts
         payable incurred in the ordinary course of business) owed by Company to
         any of its Subsidiary Guarantors that are not Regulated Subsidiaries
         shall be subordinated in right of payment to the payment in full of the
         Obligations pursuant to the terms of the applicable promissory notes or
         an intercompany subordination agreement, and (c) any payment by any
         Subsidiary of Company under any guaranty of the Obligations shall
         result in a pro tanto reduction of the amount of any intercompany
         Indebtedness owed by such Subsidiary to Company or to any of its
         Subsidiaries for whose benefit such payment is made;

                  (v) Company and its Subsidiaries, as applicable, may remain
         liable with respect to Indebtedness described in Schedule 7.1 annexed
         hereto;

                  (vi) Company may remain liable with respect to the
         Indebtedness represented by the Senior Notes not tendered in the Senior
         Note Tender Offer;

                  (vii) Company or any Subsidiaries of Company may incur and
         remain liable with respect to obligations in an aggregate amount of up
         to $10,000,000 in respect of performance and surety bonds and
         completion guarantees provided by Company or any Subsidiaries in the
         ordinary course of business;

                  (viii) Company or a Subsidiary of Company may become and
         remain liable with respect to Indebtedness of any Person assumed in
         connection with any acquisition of such Person permitted under
         subsection 7.3 and a Person that becomes a direct or indirect
         wholly-owned Subsidiary of Company as a result of any acquisition
         permitted under subsection 7.3 may remain liable with respect to
         Indebtedness existing on the date of such acquisition; provided that
         such Indebtedness is not created in anticipation of such acquisition;
         provided, further that such Indebtedness does not exceed $5,000,000 in
         the aggregate; and

                  (ix) Company and its Subsidiary Guarantors which are not
         Regulated Subsidiaries and, to the extent required to comply with
         applicable regulatory requirements, Regulated Subsidiaries, may become
         and remain liable with respect to other Indebtedness which together
         with Contingent Obligations permitted under subsection 7.4(viii) do not
         exceed $5,000,000 in an aggregate amount at any time outstanding.

         7.2 LIENS AND RELATED MATTERS.

                  A. PROHIBITION ON LIENS. Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any property or asset of any
kind (including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or


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hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice statute, except:

                  (i) Permitted Encumbrances;

                  (ii) Liens granted pursuant to the Collateral Documents;

                  (iii) Liens described in Schedule 7.2 annexed hereto;

                  (iv) Liens on assets of a Person that becomes a direct or
         indirect Subsidiary of Company after the date of this Agreement,
         provided, however, that such Liens exist at the time such Person
         becomes a Subsidiary and are not created in anticipation thereof; and
         provided further, that all such Liens do not in the aggregate secure
         Indebtedness in excess of $5,000,000 at any time;

                  (v) Liens securing Indebtedness permitted pursuant to
         subsection 7.1(iii); provided, however, that the Lien shall apply only
         to the asset so acquired; and

                  (vi) Other Liens securing Indebtedness of Company or
         Subsidiary Guarantors which are not Regulated Subsidiaries in an
         aggregate amount not to exceed $5,000,000 at any time outstanding.

                  B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of
its Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 7.2A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness secured thereby as long as any such
Indebtedness shall be so secured; provided that, notwithstanding the foregoing,
this covenant shall not be construed as a consent by Requisite Lenders to the
creation or assumption of any such Lien not permitted by the provisions of
subsection 7.2A.

                  C. NO FURTHER NEGATIVE PLEDGES. Neither Company nor any of its
Subsidiaries shall enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired, except with respect to specific property encumbered to
secure payment of particular Indebtedness or to be sold pursuant to an executed
agreement with respect to an Asset Sale.

                  D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR
OTHER SUBSIDIARIES. Company will not, and will not permit any of its
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or consensual restriction of any kind on
the ability of any such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary's Capital Stock owned by Company or any
other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or
advances to


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<PAGE>   93
Company or any other Subsidiary of Company, or (iv) transfer any of its property
or assets to Company or any other Subsidiary of Company, except (a) as provided
in this Agreement, (b) as may be provided in an agreement with respect to an
Asset Sale and (c) as provided by any law or any governmental regulation or
order or pursuant to any agreement or understanding with any Government Entity;
provided that, if such order would prevent Company from making a payment under
this Agreement, Company has used its reasonable efforts to have any such order
diminished or removed by any Government Entity authorized to do so and to obtain
any exemptive orders from the relevant Government Entity with respect to such
encumbrance or restriction to the extent such exemptive orders are reasonably
practicable under applicable laws and regulations.

         7.3 INVESTMENTS; ACQUISITIONS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, or acquire, by purchase or otherwise, all
or substantially all the business, property or fixed assets of, or Capital Stock
or other ownership interest of any Person, or any division or line of business
of any Person except:

                  (i) Company and its Subsidiaries may make and own Investments
         in Cash, Cash Equivalents and Investment Grade Securities and may enter
         into repurchase agreements and reverse repurchase agreements with any
         Lender or any primary dealer of United States government securities
         relating to Investment Grade Securities maturing within two years from
         the date of acquisition thereof;

                  (ii) Company and its Subsidiaries may continue to own the
         Investments owned by them as of the Closing Date in any Subsidiaries of
         Company and Company and its Subsidiaries may (a) make Capital
         Contributions and own any resulting additional equity Investments in
         any Regulated Subsidiary and (b) make and own additional equity
         Investments in any Subsidiary Guarantor that is not a Regulated
         Subsidiary;

                  (iii) Company and its Subsidiaries may make intercompany loans
         to the extent permitted under subsection 7.1(iv);

                  (iv) Company and its Subsidiaries may make Consolidated
         Capital Expenditures permitted by subsection 7.8;

                  (v) Company and its Subsidiaries may continue to own the
         Investments owned by them and described in Schedule 7.3 annexed hereto;

                  (vi) Company and its Subsidiaries may acquire assets
         (including Capital Stock, and including Capital Stock of Subsidiaries
         formed in connection with any such acquisition) in one or more
         transactions for an aggregate consideration (including the principal
         amount of any Indebtedness assumed as permitted by subsection
         7.1(viii)) not in excess of $100,000,000; provided that Company and its
         Subsidiaries may acquire assets for an aggregate consideration in
         excess of $100,000,000 (and, in determining


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<PAGE>   94
         compliance with this covenant, after such aggregate consideration
         equals or exceeds $100,000,000) if, after giving effect to the payment
         of such consideration (and the principal amount of assumed
         Indebtedness), Available Cash equals $1.00 or more; provided further
         that Company shall, and shall cause its Subsidiaries to, comply with
         the requirements of subsections 6.8 and 6.9 with respect to each such
         acquisition that results in a Person becoming a Subsidiary;

                  (vii) Company and its Subsidiaries may make and own other
         Investments in an aggregate amount not to exceed at any time
         $50,000,000 (less any amount paid as Restricted Junior Payment pursuant
         to subsection 7.5(ii)(b) and any amount of contributions to capital
         (including Capital Contributions) or loans to a Regulated Subsidiary
         (other than intercompany accounts receivable and accounts payable
         incurred in the ordinary course of business)); provided that Company
         and its Subsidiaries may make and own Investments in an aggregate
         amount in excess of the amount permitted above (and, in determining
         compliance with this covenant, after such aggregate amount of such
         Investments equals or exceeds such amount), if, after giving effect to
         the making of such Investment, Available Cash equals $1.00 or more;

                  (viii) Company may acquire and hold obligations of one or more
         officers or other employees of Company or its Subsidiaries in
         connection with (a) such officers' or employees' acquisition of shares
         of Company's common stock, so long as no cash is actually advanced by
         Company or any of its Subsidiaries to such officers or employees in
         connection with the acquisition of any such obligations, (b) loans and
         advances in the ordinary course of business for travel, relocation and
         similar purposes and (c) other loans and advances to employees in the
         ordinary course of business pursuant to employment agreements or
         otherwise;

                  (ix) Company and its Subsidiaries may receive and hold
         promissory notes and other non-cash consideration received in
         connection with any Asset Sale permitted by subsection 7.7;

                  (x) endorsements of negotiable instruments for collection in
         the ordinary course of business;

                  (xi) Investments consisting of performance bonds and letters
         of credit and other similar surety devices obtained to support, or in
         lieu of, performance bonds, in each case entered into in the ordinary
         course of business; and

                  (xii) Company and its Subsidiaries may acquire Securities in
         connection with the satisfaction or enforcement of Indebtedness or
         claims due or owing to Company or any of its Subsidiaries, as security
         for any such Indebtedness or claim or in consideration of services or
         other non-cash value provided by Company or one of its Subsidiaries.




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<PAGE>   95

         7.4      CONTINGENT OBLIGATIONS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or become or remain liable with
respect to any Contingent Obligation, except:

                  (i) Subsidiaries of Company may become and remain liable with
         respect to Contingent Obligations in respect of the Subsidiary
         Guaranty;

                  (ii) Company may become and remain liable with respect to
         Contingent Obligations in respect of Letters of Credit;

                  (iii) Company may become and remain liable with respect to
         Contingent Obligations under Hedge Agreements with respect to
         Indebtedness in an aggregate notional principal amount not to exceed
         the principal amount of the Indebtedness covered by such Hedge
         Agreements;

                  (iv) Company or any Subsidiaries of Company may incur and
         remain liable with respect to Contingent Obligations arising from
         agreements of Company or a Subsidiary providing for indemnification,
         adjustment of purchase price or similar obligations, in each case,
         incurred or assumed by Company or a Subsidiary in connection with the
         disposition of any business, assets or a Subsidiary, other than
         Contingent Obligations with respect to Indebtedness incurred by any
         Person acquiring all or any portion of such business, assets or a
         Subsidiary for the purpose of financing such acquisition or otherwise;
         provided that the maximum assumable liability in respect of all such
         Indebtedness shall at no time exceed the gross proceeds actually
         received by Company and its Subsidiaries in connection with such
         disposition;

                  (v) Company and its Subsidiaries may become and remain liable
         with respect to Contingent Obligations under guarantees in the ordinary
         course of business of the obligations of suppliers, customers,
         franchisees and licensees of Company and its Subsidiaries in an
         aggregate amount not to exceed at any time $5,000,000;

                  (vi) Company may become and remain liable with respect to
         Contingent Obligations in respect of any Indebtedness of Company or any
         of its Subsidiaries permitted by subsection 7.1;

                  (vii) Company and its Subsidiaries, as applicable, may remain
         liable with respect to Contingent Obligations described in Schedule 7.4
         annexed hereto;

                  (viii) Company and its Subsidiary Guarantors which are not
         Regulated Subsidiaries and, to the extent required to comply with
         applicable regulatory requirements, Regulated Subsidiaries, may become
         and remain liable with respect to other Contingent Obligations;
         provided that the maximum aggregate liability, contingent or otherwise,
         of Company and its Subsidiaries in respect of all such Contingent
         Obligations, together with Indebtedness permitted under subsection
         7.1(ix), shall at no time exceed $5,000,000; and


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<PAGE>   96

                  (ix) If required by applicable Healthcare Regulators, Company
         may guarantee that the directly-owned Regulated Subsidiaries will
         maintain capital as required by such Healthcare Regulators.

         7.5      RESTRICTED JUNIOR PAYMENTS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Junior Payment; provided that Company may (i) make
the Restricted Junior Payments to be made in connection with the
Recapitalization on the Closing Date and (ii) so long as no Event of Default or
Potential Event of Default shall have occurred and be continuing or shall be
caused thereby, make Restricted Junior Payments that in the aggregate shall not
exceed (a) $150,000,000 in respect of the Securities Litigation Settlement
Payment in excess of Qualified Insurance Payments, including all such payments
made after November 9, 2000, and (b) $50,000,000 (less the aggregate of any
amounts paid in respect of Investments made pursuant to subsection 7.3(vii) and
the amount of any contributions to capital (including Capital Contributions) or
loans (other than intercompany accounts receivable and accounts payable incurred
in the ordinary course of business) to a Regulated Subsidiary) in respect of any
Restricted Junior Payment other than the Securities Litigation Settlement
Payment; provided that Company may make additional Restricted Junior Payments in
excess of the amount set forth in clause (ii)(b) above for the purposes set
forth in such clause (ii)(b) (and, in determining compliance with this covenant,
after such Restricted Junior Payments in the aggregate equal or exceed such
amount), if, after giving effect to such Restricted Junior Payment, Available
Cash equals $1.00 or more.

         7.6      FINANCIAL COVENANTS.

                  A. MINIMUM INTEREST COVERAGE RATIO. Company shall not permit
the ratio of (i) Company Cash Flow to (ii) Consolidated Cash Interest Expense
for any four-Fiscal Quarter period ending during any of the periods set forth
below to be less than the correlative ratio indicated:

<TABLE>
<CAPTION>
                                                     MINIMUM INTEREST
                       PERIOD                         COVERAGE RATIO
                       ------                        ----------------
<S>                                                  <C>
                Up to March 31, 2002                     2.5:1.00
                Thereafter                               3.0:1.00
</TABLE>

                  B. MAXIMUM LEVERAGE RATIO. Company shall not permit the
Consolidated Leverage Ratio as at any date to exceed 1.75:1.00.

                  C. MINIMUM CONSOLIDATED NET WORTH. Company shall not permit
Consolidated Net Worth at any time to be less than: the sum of (i) $250,000,000,
(ii) 75% of Consolidated Net Income of Company and its Subsidiaries for each
Fiscal Quarter for which financial statements are available commencing with the
Fiscal Quarter ending on December 31, 2000 (for purposes of this calculation if
Consolidated Net Income for a Fiscal Quarter is a


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<PAGE>   97

negative number, Consolidated Net Income shall equal zero) and (iii) 75% of
proceeds (net of costs and expenses associated therewith) of equity Securities
issued by Company and its Subsidiaries, but (iv) less the aggregate impact on
Consolidated Net Worth arising from the Securities Litigation Settlement
Payment.

         7.7      RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

                  Company shall not, and shall not permit any of its
Subsidiaries to, alter the corporate, capital or legal structure of Company or
any of its Subsidiaries, or enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary or, in the case of any
Subsidiary, issue shares of Capital Stock), whether now owned or hereafter
acquired, except:

                  (i) any Subsidiary of Company may be merged with or into
         Company or any wholly-owned Subsidiary Guarantor that is not a
         Regulated Subsidiary, or be liquidated, wound up or dissolved, or all
         or any part of its business, property or assets may be conveyed, sold,
         leased, transferred or otherwise disposed of, in one transaction or a
         series of transactions, to Company or any wholly-owned Subsidiary
         Guarantor that is not a Regulated Subsidiary; provided that, in the
         case of such a merger, Company or such wholly-owned Subsidiary
         Guarantor shall be the continuing or surviving Person;

                  (ii) Company and its Subsidiaries may sell or otherwise
         dispose of assets in transactions that do not constitute Asset Sales
         (excluding sales consisting of the Capital Stock of a Principal
         Subsidiary); provided that (a) the consideration received for such
         assets shall be in an amount at least equal to the fair market value
         thereof and (b) the assets so sold shall not consist of any group
         contracts or subscriber contracts relating to group health plans of
         Company or any Principal Subsidiary;

                  (iii) Company and its Subsidiaries may dispose of obsolete,
         worn out or surplus property in the ordinary course of business;

                  (iv) Company and its Subsidiaries may make Asset Sales of
         assets (excluding Asset Sales consisting of the Capital Stock of a
         Principal Subsidiary) having a fair market value not in excess of
         $2,000,000; provided that (a) the consideration received for such
         assets shall be in an amount at least equal to the fair market value
         thereof; (b) at least 80% of the consideration received shall be cash;
         (c) the proceeds of such Asset Sales shall be applied as required by
         subsection 2.4B(iii)(a) or subsection 2.4D; and (d) the assets so sold
         shall not consist of any group contracts or subscriber contracts
         relating to group health plans of Company or any Principal Subsidiary.

                  (v) in order to resolve disputes that occur in the ordinary
         course of business, Company and its Subsidiaries may discount or
         otherwise compromise for less than the face value thereof, notes or
         accounts receivable;


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<PAGE>   98

                  (vi) Capital Stock of a Subsidiary may be sold to Company or a
         Subsidiary Guarantor that is not a Regulated Subsidiary;

                  (vii) Company or a Subsidiary may sell or dispose of shares of
         Capital Stock of any of its Subsidiaries in order to qualify members of
         the Governing Body of the Subsidiary if required by applicable law;

                  (viii) Any Person may be merged with or into Company or any
         Subsidiary if the acquisition of the Capital Stock of such Person by
         Company or such Subsidiary would have been permitted pursuant to
         subsection 7.3; provided that (a) in the case of Company, Company shall
         be the continuing or surviving Person, (b) if a Subsidiary is not the
         surviving or continuing Person, the surviving Person becomes a
         Subsidiary and complies with the provisions of subsection 6.8 and
         subsection 6.9 and (c) no Potential Event of Default or Event of
         Default shall have occurred or be continuing after giving effect
         thereto; and

                  (ix) Company or any Subsidiary may sell or otherwise dispose
         of any stock or assets of, liquidate, or discontinue any part of any
         business of Company or its Subsidiaries, if in Company's sole
         discretion, the preservation thereof is no longer desirable or in the
         best interests of Company or any Subsidiary, and the disposition could
         not reasonably be expected to result in a Material Adverse Effect.

         7.8      CONSOLIDATED CAPITAL EXPENDITURES.

                  Company shall not, and shall not permit its Subsidiaries to,
make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an
aggregate amount in excess of $40,000,000 (the "MAXIMUM CONSOLIDATED CAPITAL
EXPENDITURES AMOUNT"); provided that the Maximum Consolidated Capital
Expenditures Amount for any Fiscal Year shall be increased by an amount equal to
the excess, if any (but in no event more than 20%), of the Maximum Consolidated
Capital Expenditures Amount for the previous Fiscal Year (without giving effect
to any adjustment in accordance with this proviso) over the actual amount of
Consolidated Capital Expenditures for such previous Fiscal Year.

         7.9      TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any holder of 5% or more of any class of
equity Securities of Company or with any Affiliate of Company or of any such
holder, on terms that are less favorable to Company or that Subsidiary, as the
case may be, than those that might be obtained at the time from Persons who are
not such a holder or Affiliate; provided that the foregoing restriction shall
not apply to (i) any transaction between Company and any of its wholly-owned
Subsidiary Guarantors that are not Regulated Subsidiaries or between any of its
wholly-owned Subsidiary Guarantors that are not Regulated Subsidiaries; (ii)
reasonable and customary fees paid to members of the Governing Bodies of Company
and its Subsidiaries; (iii) in the transactions contemplated by the Exchange and
Repurchase Agreement; and (iv) any


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<PAGE>   99

employment agreement entered into by Company or any of its Subsidiaries in the
ordinary course of business and consistent with the past practice of Company or
such Subsidiary (including, without limitation, any such employment agreements
entered into prior to the Closing Date).

         7.10     SALES AND LEASE-BACKS

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as
a guarantor or other surety with respect to any lease of any property (whether
real, personal or mixed), whether now owned or hereafter acquired, (i) that
Company or any of its Subsidiaries has sold or transferred or is to sell or
transfer to any other Person (other than Company or any of its Subsidiaries) or
(ii) that Company or any of its Subsidiaries intends to use for substantially
the same purpose as any other property that has been or is to be sold or
transferred by Company or any of its Subsidiaries to any Person (other than
Company or any of its Subsidiaries) in connection with such lease; provided that
Company and its Subsidiaries may become and remain liable as lessee, guarantor
or other surety with respect to any such lease if and to the extent that Company
or any of its Subsidiaries would be permitted to enter into, and remain liable
under, such lease to the extent that the transaction would be permitted under
subsection 7.1, assuming the sale and lease back transaction constituted
Indebtedness in a principal amount equal to the gross proceeds of the sale and
the proceeds of such transaction are applied in compliance with subsection
2.4B(iii)(a).

         7.11     CONDUCT OF BUSINESS.

                  From and after the Closing Date, Company shall not, and shall
not permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses and (ii) such other lines of business as may be
consented to by Requisite Lenders.

         7.12     AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS; AMENDMENTS OF
                  DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS.

                  A. AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS. Neither
Company nor any of its Subsidiaries will agree to any material amendment to, or
waive any of its material rights under, the Exchange and Repurchase Agreement or
the Tender Offer Materials after the Closing Date without in each case obtaining
the prior written consent of Requisite Lenders to such amendment or waiver.

                  B. AMENDMENTS OF SENIOR NOTE INDENTURE AND DOCUMENTS RELATING
TO SUBORDINATED INDEBTEDNESS. Company shall not, and shall not permit any of its
Subsidiaries to, amend or otherwise change the terms of the Senior Note
Indenture or of any Subordinated Indebtedness, or make any payment consistent
with an amendment thereof or change thereto, if the effect of such amendment or
change is to increase the interest rate on the Senior Notes or such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions


                                       99
<PAGE>   100

thereof, in the case of any Subordinated Indebtedness, change the subordination
provisions thereof (or of any guaranty thereof), or change any collateral
therefor (other than to release such collateral), or if the effect of such
amendment or change, together with all other amendments or changes made, is to
increase materially the obligations of the obligor thereunder or to confer any
additional rights on the holders of the Senior Notes or such Subordinated
Indebtedness (or a trustee or other representative on their behalf) which would
be adverse to Company or Lenders.

         7.13     FISCAL YEAR.

                  Company shall not change its Fiscal Year-end from December 31.

         7.14     CAPITAL REQUIREMENT FOR PRINCIPAL SUBSIDIARIES.

                  Company will not allow the capital of any of its Principal
Subsidiaries to be less than the greater of 100% of Company Action Level
Risk-based Capital or 100% of the requirements for statutory capital.

SECTION 8.        EVENTS OF DEFAULT

                  If any of the following conditions or events ("EVENTS OF
DEFAULT") shall occur:

         8.1      FAILURE TO MAKE PAYMENTS WHEN DUE.

                  Failure by Company to pay any installment of principal of or
premium on any Loan when due, whether at stated maturity, by acceleration, by
notice of voluntary prepayment, by mandatory prepayment or otherwise; failure by
Company to pay when due any amount payable to an Issuing Lender in reimbursement
of any drawing under a Letter of Credit; or failure by Company to pay any
interest on any Loan or any fee or any other amount due under this Agreement
within five days after the date due; or

         8.2      DEFAULT IN OTHER AGREEMENTS.

                  (i) Failure of Company or any of its Subsidiaries to pay when
         due any principal of or interest on or any other amount payable in
         respect of one or more items of Indebtedness (other than Indebtedness
         referred to in subsection 8.1) or Contingent Obligations in an
         aggregate principal amount in excess of $5,000,000; or

                  (ii) breach or default by Company or any of its Subsidiaries
         with respect to any other material term of (a) one or more items of
         Indebtedness or Contingent Obligations in the individual or aggregate
         principal amounts referred to in clause (i) above or (b) any loan
         agreement, mortgage, indenture or other agreement relating to such
         item(s) of Indebtedness or Contingent Obligation(s), if the effect of
         such breach or default is to cause, or to permit the holder or holders
         of that Indebtedness or Contingent Obligation(s) (or a trustee on
         behalf of such holder or holders) to cause, that Indebtedness or
         Contingent Obligation(s) to become or be declared due and payable prior
         to its stated maturity or the stated maturity of any underlying
         obligation, as the case may be (upon the giving or receiving of notice,
         lapse of time, both, or otherwise); or


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         8.3      BREACH OF CERTAIN COVENANTS.

                  Failure of Company to perform or comply with any term or
condition contained in subsection 2.5 or 6.2 or Section 7 of this Agreement; or

         8.4      BREACH OF WARRANTY.

                  Any representation, warranty, certification or other statement
made by Company or any of its Subsidiaries in any Loan Document or in any
statement or certificate at any time given by Company or any of its Subsidiaries
in writing pursuant hereto or thereto or in connection herewith or therewith
shall be false in any material respect on the date as of which made; or

         8.5      OTHER DEFAULTS UNDER LOAN DOCUMENTS.

                  Company or any of its Subsidiaries shall default in the
performance of or compliance with any term contained in this Agreement or any of
the other Loan Documents, other than any such term referred to in any other
subsection of this Section 8, and such default shall not have been remedied or
waived within 30 days after the earlier of (i) an Officer of Company or such
Subsidiary becoming aware of such default or (ii) receipt by Company of notice
from Administrative Agent or any Lender of such default; or

         8.6      INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i) A court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of Company or any of its
         Significant Subsidiaries (or group of Subsidiaries (as of the latest
         audited consolidated financial statements for Company and its
         Subsidiaries) that would constitute a Significant Subsidiary) in an
         involuntary case under the Bankruptcy Code or under any other
         applicable bankruptcy, insolvency or similar law now or hereafter in
         effect, which decree or order is not stayed within 20 consecutive days;
         or any other similar relief shall be granted under any applicable
         federal or state law; or

                  (ii) an involuntary case shall be commenced against Company or
         any of its Significant Subsidiaries (or group of Subsidiaries (as of
         the latest audited consolidated financial statements for Company and
         its Subsidiaries) that would constitute a Significant Subsidiary) under
         the Bankruptcy Code or under any other applicable bankruptcy,
         insolvency or similar law now or hereafter in effect; or a decree or
         order of a court having jurisdiction in the premises for the
         appointment of a receiver, liquidator, sequestrator, trustee, custodian
         or other officer having similar powers over Company or any of its
         Significant Subsidiaries (or group of Subsidiaries (as of the latest
         audited consolidated financial statements for Company and its
         Subsidiaries) that would constitute a Significant Subsidiary), or over
         all or a substantial part of its property, shall have been entered; or
         there shall have occurred the involuntary appointment of an interim
         receiver, trustee or other custodian of Company or any of its
         Significant Subsidiaries (or group of Subsidiaries (as of the latest
         audited consolidated financial statements for Company and


                                      101
<PAGE>   102

         its Subsidiaries) that would constitute a Significant Subsidiary) for
         all or a substantial part of its property; or a warrant of attachment,
         execution or similar process shall have been issued against any
         substantial part of the property of Company or any of its Significant
         Subsidiaries (or group of Subsidiaries (as of the latest audited
         consolidated financial statements for Company and its Subsidiaries)
         that would constitute a Significant Subsidiary), and any such event
         described in this clause (ii) shall continue for 20 consecutive days
         unless dismissed, bonded or discharged; or

         8.7      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC..

                  (i) Company or any of its Significant Subsidiaries (or group
         of Subsidiaries (as of the latest audited consolidated financial
         statements for Company and its Subsidiaries) that would constitute a
         Significant Subsidiary) shall have an order for relief entered with
         respect to it or commence a voluntary case under the Bankruptcy Code or
         under any other applicable bankruptcy, insolvency or similar law now or
         hereafter in effect, or shall consent to the entry of an order for
         relief in an involuntary case, or to the conversion of an involuntary
         case to a voluntary case, under any such law, or shall consent to the
         appointment of or taking possession by a receiver, trustee or other
         custodian for all or a substantial part of its property; or Company or
         any of its Significant Subsidiaries (or group of Subsidiaries (as of
         the latest audited consolidated financial statements for Company and
         its Subsidiaries) that would constitute a Significant Subsidiary) shall
         make any assignment for the benefit of creditors; or

                  (ii) Company or any of its Significant Subsidiaries (or group
         of Subsidiaries (as of the latest audited consolidated financial
         statements for Company and its Subsidiaries) that would constitute a
         Significant Subsidiary) shall be unable, or shall fail generally, or
         shall admit in writing its inability, to pay its debts as such debts
         become due; or the Governing Body of Company or any of its Significant
         Subsidiaries (or group of Subsidiaries (as of the latest audited
         consolidated financial statements for Company and its Subsidiaries)
         that would constitute a Significant Subsidiary) (or any committee
         thereof) shall adopt any resolution or otherwise authorize any action
         to approve any of the actions referred to in clause (i) above or this
         clause (ii); or

         8.8      JUDGMENTS AND ATTACHMENTS.

                  Any money judgment, writ or warrant of attachment or similar
process involving in the aggregate at any time an amount in excess of $5,000,000
(in either case not adequately covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage) shall be entered or
filed against Company or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a
period of 30 days (or in any event later than five days prior to the date of any
proposed sale thereunder); or


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         8.9      DISSOLUTION.

                  Any order, judgment or decree shall be entered against Company
or any of its Significant Subsidiaries (or group of Subsidiaries (as of the
latest audited consolidated financial statements for Company and its
Subsidiaries) that would constitute a Significant Subsidiary) decreeing the
dissolution or split up of Company or that Subsidiary and such order shall
remain undischarged or unstayed for a period in excess of 30 days; or

         8.10     EMPLOYEE BENEFIT PLANS.

                  There shall occur one or more ERISA Events which individually
or in the aggregate results in or might reasonably be expected to result in
liability of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in excess of $2,000,000 during the term of this Agreement; or there
shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities), which exceeds $2,000,000; or

         8.11     INVALIDITY OF SUBSIDIARY GUARANTY; FAILURE OF SECURITY;
                  REPUDIATION OF OBLIGATIONS.

                  At any time after the execution and delivery thereof, (i) the
Subsidiary Guaranty for any reason, other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void, (ii) any
Collateral Document shall cease to be in full force and effect (other than by
reason of a release of Collateral thereunder in accordance with the terms hereof
or thereof, the satisfaction in full of the Obligations or any other termination
of such Collateral Document in accordance with the terms hereof or thereof) or
shall be declared null and void, or Administrative Agent shall not have or shall
cease to have a valid and perfected First Priority Lien in any significant part
of the Collateral purported to be covered thereby, or (iii) any Loan Party shall
contest the validity or enforceability of any Loan Document in writing or deny
in writing that it has any further liability, including with respect to future
advances by Lenders, under any Loan Document to which it is a party;

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Company, and the obligation of each Lender to make any Loan, the
obligation of Administrative Agent to issue any Letter of Credit and the right
of any Lender to issue any Letter of Credit hereunder shall thereupon terminate,
and (ii) upon the occurrence and during the continuation of any other Event of
Default, Administrative Agent shall, upon the written request or with the
written consent of Requisite


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Lenders, by written notice to Company, declare all or any portion of the amounts
described in clauses (a) through (c) above to be, and the same shall forthwith
become, immediately due and payable, and the obligation of each Lender to make
any Loan, the obligation of Administrative Agent to issue any Letter of Credit
and the right of any Lender to issue any Letter of Credit hereunder shall
thereupon terminate; provided that the foregoing shall not affect in any way the
obligations of Revolving Lenders under subsection 3.3C(i) or the obligations of
Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as
provided in subsection 2.1A(iii).

                  Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

                  Notwithstanding anything contained in the second preceding
paragraph, if at any time within 30 days after an acceleration of the Loans
pursuant to clause (ii) of such paragraph Company shall pay all arrears of
interest and all payments on account of principal which shall have become due
otherwise than as a result of such acceleration (with interest on principal and,
to the extent permitted by law, on overdue interest, at the rates specified in
this Agreement) and all Events of Default and Potential Events of Default (other
than non-payment of the principal of and accrued interest on the Loans, in each
case which is due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by
written notice to Company, may at their option rescind and annul such
acceleration and its consequences; but such action shall not affect any
subsequent Event of Default or Potential Event of Default or impair any right
consequent thereon. The provisions of this paragraph are intended merely to bind
Lenders to a decision which may be made at the election of Requisite Lenders and
are not intended, directly or indirectly, to benefit Company, and such
provisions shall not at any time be construed so as to grant Company the right
to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies
available to them under any of the Loan Documents, even if the conditions set
forth in this paragraph are met.

SECTION 9.        ADMINISTRATIVE AGENT

         9.1      APPOINTMENT.

                  A. APPOINTMENT OF ADMINISTRATIVE AGENT. CSFB is hereby
appointed Administrative Agent hereunder and under the other Loan Documents and
DBSI is hereby appointed as Syndication Agent. Each Lender hereby authorizes
Administrative Agent to act as its agent in accordance with the terms of this
Agreement and the other Loan Documents. Administrative Agent agrees to act upon
the express conditions contained in this Agreement and the other Loan Documents,
as applicable. The provisions of this Section 9 are solely for the benefit of
Administrative Agent and Lenders and no Loan Party shall have rights as a third
party beneficiary of any of the provisions thereof. In performing its functions
and duties under this Agreement, Administrative Agent (other than as provided in
subsection 2.1D) shall act solely as an agent of Lenders and does not assume and
shall not be deemed to have assumed any


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obligation towards or relationship of agency or trust with or for Company or any
other Loan Party.

                  B. APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is the
purpose of this Agreement and the other Loan Documents that there shall be no
violation of any law of any jurisdiction denying or restricting the right of
banking corporations or associations to transact business as agent or trustee in
such jurisdiction. It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case Administrative Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a
"SUPPLEMENTAL COLLATERAL AGENT" and collectively as "SUPPLEMENTAL COLLATERAL
AGENTS").

                  In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

                  Should any instrument in writing from Company or any other
Loan Party be required by any Supplemental Collateral Agent so appointed by
Administrative Agent for more fully and certainly vesting in and confirming to
him or it such rights, powers, privileges and duties, Company shall, or shall
cause such Loan Party to, execute, acknowledge and deliver any and all such
instruments promptly upon request by Administrative Agent. In case any
Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by Administrative Agent until the
appointment of a new Supplemental Collateral Agent.

         9.2      POWERS AND DUTIES; GENERAL IMMUNITY.

                  A. POWERS; DUTIES SPECIFIED. Each Lender irrevocably
authorizes Administrative Agent to take such action on such Lender's behalf and
to exercise such powers,


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<PAGE>   106

rights and remedies hereunder and under the other Loan Documents as are
specifically delegated or granted to Administrative Agent by the terms hereof
and thereof, together with such powers, rights and remedies as are reasonably
incidental thereto. Administrative Agent shall have only those duties and
responsibilities that are expressly specified in this Agreement and the other
Loan Documents. Administrative Agent may exercise such powers, rights and
remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender or
Company; and nothing in this Agreement or any of the other Loan Documents,
expressed or implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

                  B. NO RESPONSIBILITY FOR CERTAIN MATTERS. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by such Agent to Lenders or by or on
behalf of Company to such Agent or any Lender in connection with the Loan
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of Company or any other Person liable for the
payment of any Obligations, nor shall such Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the Loan Documents or as
to the use of the proceeds of the Loans or the use of the Letters of Credit or
as to the existence or possible existence of any Event of Default or Potential
Event of Default. Anything contained in this Agreement to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of the amount of outstanding Loans or the Letter of Credit Usage
or the component amounts thereof.

                  C. EXCULPATORY PROVISIONS. No Agent or any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by such Agent under or in connection with any of the Loan Documents
except to the extent caused by such Agent's gross negligence or willful
misconduct. An Agent shall be entitled to refrain from any act or the taking of
any action (including the failure to take an action) in connection with this
Agreement or any of the other Loan Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries),


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<PAGE>   107

accountants, experts and other professional advisors selected by it; and (ii) no
Lender shall have any right of action whatsoever against an Agent as a result of
such Agent acting or (where so instructed) refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions
of Requisite Lenders (or such other Lenders as may be required to give such
instructions under subsection 10.6).

                  D. AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, an Agent in its individual capacity as a Lender
hereunder. With respect to its participation in the Loans and the Letters of
Credit, an Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Lender" or "Lenders" or any
similar term shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. An Agent and its Affiliates may accept
deposits from, lend money to, acquire equity interests in and generally engage
in any kind of commercial banking, investment banking, trust, financial advisory
or other business with Company or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Company for services in connection with this Agreement and
otherwise without having to account for the same to Lenders.

         9.3      INDEPENDENT INVESTIGATION BY LENDERS; NO RESPONSIBILITY FOR
                  APPRAISAL OF CREDITWORTHINESS.

                  Each Lender agrees that it has made its own independent
investigation of the financial condition and affairs of Company and its
Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company and its Subsidiaries. No Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders
or to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter, and no Agent shall have any responsibility with
respect to the accuracy of or the completeness of any information provided to
Lenders.

         9.4      RIGHT TO INDEMNITY.

                  Each Lender, in proportion to its Pro Rata Share, severally
agrees to indemnify Agents and the officers, directors, employees, agents,
attorneys, professional advisors and affiliates of each of them to the extent
that any such Person shall not have been reimbursed by Company, for and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including counsel fees and disbursements and
fees and disbursements of any financial advisor engaged by Agents) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against an Agent or and other such Persons in exercising the
powers, rights and remedies of an Agent or performing duties of an Agent
hereunder or under the other Loan Documents or otherwise in its capacity as
Agent in any way relating to or arising out of this Agreement or the other Loan
Documents; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses,


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damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from an Agent's gross negligence or willful misconduct. If any
indemnity furnished to an Agent or any other such Person for any purpose shall,
in the opinion of such Agent, be insufficient or become impaired, such Agent may
call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished.

         9.5      SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER.

                  A. SUCCESSOR ADMINISTRATIVE AGENT. Any Agent may resign at any
time by giving 30 days' prior written notice thereof to Lenders and Company.
Upon any such notice of resignation Requisite Lenders shall have the right, upon
five Business Days' notice to Company, to appoint a successor Administrative
Agent. Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Agent's resignation hereunder as an Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was an Agent under this Agreement.

                  B. SUCCESSOR SWING LINE LENDER. Any resignation of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation of CSFB or its successor as Swing Line Lender, and any successor
Administrative Agent appointed pursuant to subsection 9.5A shall, upon its
acceptance of such appointment, become the successor Swing Line Lender for all
purposes hereunder. In such event (i) Company shall prepay any outstanding Swing
Line Loans made by the retiring Administrative Agent in its capacity as Swing
Line Lender, (ii) upon such prepayment, the retiring Administrative Agent and
Swing Line Lender shall surrender any Swing Line Note held by it to Company for
cancellation, and (iii) if so requested by the successor Administrative Agent
and Swing Line Lender in accordance with subsection 2.1E, Company shall issue a
new Swing Line Note to the successor Administrative Agent and Swing Line Lender
substantially in the form of Exhibit VI annexed hereto, in the principal amount
of the Swing Line Loan Commitment then in effect and with other appropriate
insertions.

         9.6      COLLATERAL DOCUMENTS AND GUARANTIES.

                  Each Lender hereby further authorizes Administrative Agent, on
behalf of and for the benefit of Lenders, to enter into each Collateral Document
as secured party and to be the agent for and representative of Lenders under the
Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each
Collateral Document and the Subsidiary Guaranty; provided that Administrative
Agent shall not (i) enter into or consent to any material amendment,
modification, termination or waiver of any provision contained in any Collateral
Document or the Subsidiary Guaranty or (ii) release any Collateral (except as
otherwise expressly permitted or required pursuant to the terms of this
Agreement or the applicable Collateral Document), in each case without the prior
consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all
Lenders); provided further, however, that, without further written consent or
authorization from Lenders, Administrative Agent may execute any documents or
instruments necessary to


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(a) release any Lien encumbering any item of Collateral that is the subject of a
sale or other disposition of assets permitted by this Agreement or to which
Requisite Lenders have otherwise consented, (b) release any Subsidiary Guarantor
from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary
Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to
a sale or other disposition permitted hereunder or to which Requisite Lenders
have otherwise consented or (c) subordinate the Liens of Administrative Agent,
on behalf of Lenders, to any Liens permitted by subsection 7.2. Anything
contained in any of the Loan Documents to the contrary notwithstanding, Company,
Administrative Agent and each Lender hereby agree that (1) no Lender shall have
any right individually to realize upon any of the Collateral under any
Collateral Document or to enforce the Subsidiary Guaranty, it being understood
and agreed that all powers, rights and remedies under the Collateral Documents
and the Subsidiary Guaranty may be exercised solely by Administrative Agent for
the benefit of Lenders in accordance with the terms thereof, and (2) in the
event of a foreclosure by Administrative Agent on any of the Collateral pursuant
to a public or private sale, Administrative Agent or any Lender may be the
purchaser of any or all of such Collateral at any such sale and Administrative
Agent, as agent for and representative of Lenders (but not any Lender or Lenders
in its or their respective individual capacities unless Requisite Lenders shall
otherwise agree in writing) shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the Obligations
as a credit on account of the purchase price for any collateral payable by
Administrative Agent at such sale.

         9.7      DUTIES OF OTHER AGENTS.

                  None of the Lenders identified in this Agreement as a
"co-agent" or Syndication Agent or Documentation Agent shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such. Without limiting the foregoing,
none of such Lenders shall have or be deemed to have a fiduciary relationship
with any Lender.

         9.8      ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to Company or any of the Subsidiaries of
Company, Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether Administrative Agent shall have made any demand on
Company) shall be entitled and empowered, by intervention in such proceeding or
otherwise

                  (i) to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Loans and any
         other Obligations that are owing and unpaid and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of Lenders and Agents (including any claim for the
         reasonable compensation, expenses, disbursements and advances of
         Lenders and Agents and their agents and counsel and all other amounts
         due Lenders and Agents under subsections 2.3 and 10.2) allowed in such
         judicial proceeding, and


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<PAGE>   110

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3 and 10.2.

                  Nothing herein contained shall be deemed to authorize
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lenders or to authorize
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

SECTION 10.       MISCELLANEOUS

         10.1     SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS IN
                  LOANS AND LETTERS OF CREDIT.

                  A. GENERAL. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to the further
provisions of this subsection 10.1). Neither Company's rights or obligations
hereunder nor any interest therein may be assigned or delegated by Company
without the prior written consent of all Lenders (and any attempted assignment
or transfer by Company without such consent shall be null and void). No sale,
assignment or transfer or participation of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Revolving Lender effecting such sale, assignment,
transfer or participation. Anything contained herein to the contrary
notwithstanding, except as provided in subsection 2.1A(iii) and subsection 10.5,
the Swing Line Loan Commitment and the Swing Line Loans of Swing Line Lender may
not be sold, assigned or transferred as described in clause (i) above to any
Person other than a successor Administrative Agent and Swing Line Lender to the
extent contemplated by subsection 9.5. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Affiliates of each of Administrative
Agent and Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

                  B. ASSIGNMENTS.

                  (i) Amounts and Terms of Assignments. Any Lender may assign to
         one or more Eligible Assignees all or any portion of its rights and
         obligations under this Agreement; provided that (a), except (1) in the
         case of an assignment of the entire


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         remaining amount of the assigning Lender's rights and obligations under
         this Agreement or (2) in the case of an assignment to a Lender or an
         Affiliate of a Lender or an Approved Fund of a Lender, the aggregate
         amount of the Revolving Loan Exposure or Term Loan Exposure, as the
         case may be, of the assigning Lender and the assignee subject to each
         such assignment shall not be less than $1,000,000, (b) the parties to
         each assignment shall execute and deliver to Administrative Agent an
         Assignment Agreement, together with a processing and recordation fee of
         $3,500 (unless the assignee is an Affiliate or an Approved Fund of the
         assignor, in which case no fee shall be required), and the Eligible
         Assignee, if it shall not be a Lender, shall deliver to Administrative
         Agent information reasonably requested by Administrative Agent,
         including such forms, certificates or other evidence, if any, with
         respect to United States federal income tax withholding matters as the
         assignee under such Assignment Agreement may be required to deliver to
         Administrative Agent pursuant to subsection 2.7B(iii)(a) and (c)
         Administrative Agent and, if no Event of Default has occurred and is
         continuing, Company, shall have consented thereto (which consent shall
         not be unreasonably withheld); provided that no consent of Company or
         Administrative Agent shall be required in the case of any assignment to
         a Lender, any Affiliate of a Lender or any Approved Fund of a Lender
         and no consent of Company shall be required in connection with any
         assignment completed on or prior to January 5, 2001 by CSFB or Bankers
         Trust Company to Persons that are either organized under the laws of
         the United States or are qualified to do business in or or more states
         of the United States. Upon such execution, delivery and consent, from
         and after the effective date specified in such Assignment Agreement,
         (y) the assignee thereunder shall be a party hereto and, to the extent
         that rights and obligations hereunder have been assigned to it pursuant
         to such Assignment Agreement, shall have the rights and obligations of
         a Lender hereunder and (z) the assigning Lender thereunder shall, to
         the extent that rights and obligations hereunder have been assigned by
         it pursuant to such Assignment Agreement, relinquish its rights (other
         than any rights which survive the termination of this Agreement under
         subsection 10.9B) and be released from its obligations under this
         Agreement (and, in the case of an Assignment Agreement covering all or
         the remaining portion of an assigning Lender's rights and obligations
         under this Agreement, such Lender shall cease to be a party hereto;
         provided that, anything contained in any of the Loan Documents to the
         contrary notwithstanding, if such Lender is the Issuing Lender with
         respect to any outstanding Letters of Credit such Lender shall continue
         to have all rights and obligations of an Issuing Lender with respect to
         such Letters of Credit until the cancellation or expiration of such
         Letters of Credit and the reimbursement of any amounts drawn
         thereunder). The assigning Lender shall, upon the effectiveness of such
         assignment or as promptly thereafter as practicable, surrender its
         Notes, if any, to Administrative Agent for cancellation, and thereupon
         new Notes shall, if so requested by the assignee and/or the assigning
         Lender in accordance with subsection 2.1E, be issued to the assignee
         and/or to the assigning Lender, substantially in the form of Exhibit
         IV, Exhibit V or Exhibit VI annexed hereto, as the case may be, with
         appropriate insertions, to reflect the new Commitments and/or
         outstanding Revolving Loans and/or outstanding Term Loans, as the case
         may be, of the assignee and/or the assigning Lender. Other than as
         provided in subsection 2.1A(iii) and subsection 10.5, any assignment or
         transfer by a Lender of rights or obligations under this Agreement that
         does not comply


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         with this subsection 10.1B shall be treated for purposes of this
         Agreement as a sale by such Lender of a participation in such rights
         and obligations in accordance with subsection 10.1C.

                  (ii) Acceptance by Administrative Agent; Recordation in
         Register. Upon its receipt of an Assignment Agreement executed by an
         assigning Lender and an assignee representing that it is an Eligible
         Assignee, together with any processing and recordation fee referred to
         in subsection 10.1B(i) and any forms, certificates or other evidence
         with respect to United States federal income tax withholding matters
         that such assignee may be required to deliver to Administrative Agent
         pursuant to subsection 2.7B(iii)(a), Administrative Agent shall, if
         Administrative Agent and Company have consented to the assignment
         evidenced thereby (in each case to the extent such consent is required
         pursuant to subsection 10.1B(i)), (a) accept such Assignment Agreement
         by executing a counterpart thereof as provided therein (which
         acceptance shall evidence any required consent of Administrative Agent
         to such assignment), (b) record the information contained therein in
         the Register, and (c) give prompt notice thereof to Company.
         Administrative Agent shall maintain a copy of each Assignment Agreement
         delivered to and accepted by it as provided in this subsection
         10.1B(ii).

                  (iii) Deemed Consent. If the consent of Company to an Eligible
         Assignee is required hereunder, Company shall be deemed to have given
         its consent five Business Days after the date notice thereof has been
         delivered by the assigning Lender (through Administrative Agent) unless
         such consent is expressly refused by Company prior to such fifth
         Business Day.

                  (iv) Loans by Special Purpose Funding Vehicles.
         Notwithstanding anything to the contrary contained herein, any Lender
         (a "Granting Lender") may grant to a special purpose fund vehicle (a
         "SPC"), identified as such in writing from time to time by the Granting
         Lender to Administrative Agent and Company, the option to provide to
         Company all or any part of any Loan that such Granting Lender would
         otherwise be obligated to make to Company pursuant to this Agreement;
         provided that (i) nothing herein shall constitute a commitment by any
         SPC to make any Loan, (ii) if an SPC elects not to exercise such option
         or otherwise fails to provide all or any part of such Loan, the
         Granting Lender shall be obligated to make such Loan pursuant to the
         terms hereof, (iii) the SPC shall not be entitled to receive any
         greater payment under subsections 2.6D and 2.7 than the Granting Lender
         would have been entitled to receive with respect to any Loan made by
         the SPC, (iv) determinations pursuant to subsection 2.6C shall be made
         solely in respect of the Granting Lender and not the SPC and (v) as to
         any Loans or portion thereof made by it, each SPC shall have all the
         rights that the Granting Lender would have had under this Agreement;
         provided, however, that each SPC shall have granted to the Granting
         Lender an irrevocable power of attorney to deliver and receive all
         communications and notices under this Agreement (and any related
         documents) and to exercise, on such SPC's behalf, all of such SPC's
         voting rights under this Agreement. The making of a Loan by an SPC
         hereunder shall utilize the Commitment of the Granting Lender to the
         same extent, and, as if, such Loan were made by such Granting Lender.
         Each party hereto hereby agrees that no SPC shall be liable for any
         indemnity or similar


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         payment obligation under this Agreement (all liability for which shall
         remain with the Granting Lender). In furtherance of the foregoing, each
         party hereto hereby agrees (which agreement shall survive the
         termination of this Agreement) that, prior to the date that is one year
         and one day after the payment in full of all outstanding commercial
         paper or other senior indebtedness of any SPC, it will not institute
         against, or join any other person in instituting against, such SPC any
         bankruptcy, reorganization, arrangement, insolvency or liquidation
         proceedings under the laws of the United States or any State thereof.
         In addition, notwithstanding anything to the contrary contained in this
         subsection 10.1, any SPC may (i) with notice to, but without the prior
         written consent of, Company and Administrative Agent and without paying
         any processing fee therefor, assign all or a portion of its interest in
         any Loans to the Granting Lender or to any financial institutions
         (consented to by Company and Administrative Agent) providing liquidity
         and/or credit support to or for the account of such SPC to support the
         funding or maintenance of Loans and (ii) disclose on a confidential
         basis any non-public information relating to its Loans to any rating
         agency, commercial paper dealer or provider of any surety, guarantee or
         credit liquidity enhancement to such SPC.

                  C. PARTICIPATIONS. Any Lender may, without the consent of, or
notice to, Company or Administrative Agent, sell participations to one or more
banks or other entities in all or a portion of such Lender's rights and/or
obligations under this Agreement; provided that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) Company, Administrative Agent and Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this 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 Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
directly affecting (i) the extension of the scheduled final maturity date of any
Loan allocated to such participation or (ii) a reduction of the principal amount
of or the rate of interest payable on any Loan allocated to such participation.
Subject to the further provisions of this subsection 10.1C, Company agrees that
each Participant shall be entitled to the benefits of subsections 2.6D and 2.7
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection 10.1B. To the extent permitted by law, each
Participant also shall be entitled to the benefits of subsection 10.4 as though
it were a Lender, provided such Participant agrees to be subject to subsection
10.5 as though it were a Lender. A Participant shall not be entitled to receive
any greater payment under subsections 2.6D and 2.7 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant unless the sale of the participation to such Participant is
made with Company's prior written consent. A Participant that would be a Non-US
Lender if it were a Lender shall not be entitled to the benefits of subsection
2.7 unless Company is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of Company, to comply with subsection
2.7B(iii) as though it were a Lender.


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                  D. PLEDGES AND ASSIGNMENTS. Any Lender may at any time pledge
or assign a security interest in all or any portion of its Loans, and the other
Obligations owed to such Lender, to secure obligations of such Lender, including
without limitation any pledge or assignment to secure obligations to any Federal
Reserve Bank; provided that (i) no Lender shall be relieved of any of its
obligations hereunder as a result of any such assignment or pledge and (ii) in
no event shall any assignee or pledgee be considered to be a "Lender" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder.

                  E. INFORMATION. Each Lender may furnish any information
concerning Company and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants), subject to subsection 10.19.

                  F. AGREEMENTS OF LENDERS. Each Lender listed on the signature
pages hereof hereby agrees (i) that it is an Eligible Assignee described in
clause (ii) of the definition thereof; (ii) that it has experience and expertise
in the making of loans such as the Loans; and (iii) that it will make its Loans
for its own account in the ordinary course of its business and without a view to
distribution of such Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject
to the provisions of this subsection 10.1, the disposition of such Loans or any
interests therein shall at all times remain within its exclusive control). Each
Lender that becomes a party hereto pursuant to an Assignment Agreement shall be
deemed to agree that the agreements of such Lender contained in Section 2(c) of
such Assignment Agreement are incorporated herein by this reference.

         10.2     EXPENSES.

                  Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of negotiation, preparation and execution of the Loan
Documents and any consents, amendments, waivers or other modifications thereto;
(ii) all the costs of furnishing all opinions by counsel for Company (including
any opinions requested by Agents or Lenders as to any legal matters arising
hereunder) and of Company's performance of and compliance with all agreements
and conditions on its part to be performed or complied with under this Agreement
and the other Loan Documents including with respect to confirming compliance
with environmental, insurance and solvency requirements; (iii) the reasonable
fees, expenses and disbursements of counsel to Administrative Agent (including
allocated costs of internal counsel) in connection with the negotiation,
preparation, execution and administration of the Loan Documents and any
consents, amendments, waivers or other modifications thereto and any other
documents or matters requested by Company; (iv) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Administrative
Agent on behalf of Lenders pursuant to any Collateral Document, including filing
and recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title insurance premiums, and reasonable fees, expenses and disbursements of
counsel to Administrative Agent and of counsel providing any opinions that
Administrative Agent or Requisite Lenders may request in respect of the
Collateral Documents or the Liens created pursuant thereto; (v) all the actual
costs and reasonable expenses (including the reasonable fees, expenses and
disbursements of any auditors or accountants and any environmental or other
consultants, advisors and agents employed or retained by Administrative


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Agent or its counsel) of obtaining and reviewing any environmental audits or
reports provided; (vi) the costs incurred by Administrative Agent in connection
with the custody or preservation of any of the Collateral; (vii) all other
actual and reasonable costs and expenses incurred by Administrative Agent or
Syndication Agent in connection with the syndication of the Commitments; and
(viii) all costs and expenses, including reasonable attorneys' fees (including
allocated costs of internal counsel) and costs of settlement, incurred by
Administrative Agent and Lenders in enforcing any Obligations of or in
collecting any payments due from any Loan Party hereunder or under the other
Loan Documents (including in connection with the sale of, collection from, or
other realization upon any of the Collateral or the enforcement of the
Subsidiary Guaranty) or in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy proceedings.

         10.3     INDEMNITY.

                  In addition to the payment of expenses pursuant to subsection
10.2, whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agents and Lenders, and the officers,
directors, employees, agents and affiliates of Agents and Lenders (collectively
called the "INDEMNITEES"), from and against any and all Indemnified Liabilities
(as hereinafter defined); provided that Company shall not have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise solely from the gross negligence or
willful misconduct of that Indemnitee as determined by a final judgment of a
court of competent jurisdiction.

                  As used herein, "INDEMNIFIED LIABILITIES" means, collectively,
any and all liabilities, obligations, losses, damages (including natural
resource damages), penalties, actions, judgments, suits, claims (including
Environmental Claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof or
the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, or any enforcement of any of the Loan Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Subsidiary Guaranty)), (ii) the statements contained in the
commitment letter delivered by any Lender to Company with respect thereto, or
(iii) any Environmental Claim or any Hazardous


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Materials Activity relating to or arising from, directly or indirectly, any past
or present activity, operation, land ownership, or practice of Company or any of
its Subsidiaries.

                  To the extent that the undertakings to defend, indemnify, pay
and hold harmless set forth in this subsection 10.3 may be unenforceable in
whole or in part because they are violative of any law or public policy, Company
shall contribute the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Indemnitees or any of them.

         10.4     SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by Company
at any time or from time to time, without notice to Company or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general or special, including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured,
but not including trust accounts) and any other Indebtedness at any time held or
owing by that Lender or any Affiliate of such Lender to or for the credit or the
account of Company and each other Loan Party against and on account of the
obligations and liabilities of Company or any other Loan Party to that Lender
(or any Affiliate of such Lender) or to any other Lender (or any Affiliate of
any other Lender) under this Agreement, the Letters of Credit and participations
therein and the other Loan Documents, including all claims of any nature or
description arising out of or connected with this Agreement, the Letters of
Credit and participations therein or any other Loan Document, irrespective of
whether or not (i) that Lender shall have made any demand hereunder or (ii) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and
payable pursuant to Section 8 and although said obligations and liabilities, or
any of them, may be contingent or unmatured. Company hereby further grants to
Administrative Agent and each Lender a security interest in all deposits and
accounts maintained with Administrative Agent or such Lender as security for the
Obligations.

         10.5     RATABLE SHARING.

                  Lenders hereby agree among themselves that if any of them
shall, whether by voluntary payment (other than a voluntary prepayment of Loans
made and applied in accordance with the terms of this Agreement), by realization
upon security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender, then
the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase assignments (which it shall be
deemed to have purchased from each seller


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of an assignment simultaneously upon the receipt by such seller of its portion
of such payment) of the Aggregate Amounts Due to the other Lenders so that all
such recoveries of Aggregate Amounts Due shall be shared by all Lenders in
proportion to the Aggregate Amounts Due to them; provided that if all or part of
such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of
Company or otherwise, those purchases shall be rescinded and the purchase prices
paid for such assignments shall be returned to such purchasing Lender ratably to
the extent of such recovery, but without interest. Company expressly consents to
the foregoing arrangement and agrees that any purchaser of an assignment so
purchased may exercise any and all rights of a Lender as to such assignment as
fully as if that Lender had complied with the provisions of subsection 10.1B
with respect to such assignment. In order to further evidence such assignment
(and without prejudice to the effectiveness of the assignment provisions set
forth above), each purchasing Lender and each selling Lender agree to enter into
an Assignment Agreement at the request of a selling Lender or a purchasing
Lender, as the case may be, in form and substance reasonably satisfactory to
each such Lender.

         10.6     AMENDMENTS AND WAIVERS.

                  No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure by
Company therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; provided that no such amendment, modification,
termination, waiver or consent shall, without the consent of each Lender, or
with respect to the following clause (a), each Lender with Obligations directly
affected thereby: (a) (1) increase the amount of the Commitment of such Lender
or reduce the principal amount of or premium on any Loan, (2) postpone the date
(including both the final maturity date and any interim amortization date) or
reduce the amount of any scheduled payment (but not prepayment) of principal of
any Loan, (3) postpone the date or reduce the amount of any scheduled reduction
of the Revolving Loan Commitments, (4) postpone the date on which any interest
or any fees are payable, (5) decrease the interest rate borne by any Loan (other
than any waiver of any increase in the interest rate applicable to any of the
Loans pursuant to subsection 2.2E) or the amount of any fees payable hereunder,
(6) reduce the amount or postpone the due date of any amount payable in respect
of any Letter of Credit, or (7) extend the expiration date of any Letter of
Credit beyond the Revolving Loan Commitment Termination Date; or (b) (1) release
any Lien granted in favor of Administrative Agent with respect to all or
substantially all of the Collateral (it being understood and agreed that an
increase in the amount of any Indebtedness of Company under this Agreement
secured ratably by the Collateral shall not be deemed a release of Collateral),
or release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty, in each case other than in accordance with the terms of the Loan
Documents, (2) change in any manner the definition of "Class" or the definition
of "Pro Rata Share" or the definition of "Requisite Class Lenders" or the
definition of "Requisite Lenders" (except for any changes resulting solely from
an increase in Commitments approved by Requisite Lenders), (3) change in any
manner any provision of this Agreement that, by its terms, expressly requires
the approval or concurrence of all Lenders, or (4) change in any manner or waive
the provisions contained in subsection 8.1 or this subsection 10.6. In addition,
(i) no amendment, modification, termination or waiver of any provision of any
Note shall be effective


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without the written concurrence of the Lender which is the holder of that Note,
(ii) no amendment, modification, termination or waiver of any provision of
subsection 2.1A(iii) or of any other provision of this Agreement relating to the
Swing Line Loan Commitment or the Swing Line Loans shall be effective without
the written concurrence of Swing Line Lender, (iii) no amendment, modification,
termination or waiver of any provision of Section 3 shall be effective without
the written concurrence of Administrative Agent and, with respect to the
purchase of participations in Letters of Credit, without the written concurrence
of each Issuing Lender that has issued an outstanding Letter of Credit or has
not been reimbursed for a payment under a Letter of Credit, (iv) no amendment,
modification, termination or waiver of any provision of Section 9 or of any
other provision of this Agreement which, by its terms, expressly requires the
approval or concurrence of Administrative Agent shall be effective without the
written concurrence of Administrative Agent, (v) no amendment, modification,
termination or waiver of any provision of subsection 2.4 that has the effect of
changing any interim scheduled payments, voluntary or mandatory prepayments, or
Commitment reductions applicable to a Class in a manner that disproportionately
disadvantages such Class relative to any other Class shall be effective without
the written concurrence of Requisite Class Lenders of such affected Class (it
being understood and agreed that any amendment, modification, termination or
waiver of any such provision which only postpones or reduces any interim
scheduled payment, voluntary or mandatory prepayment, or Commitment reduction
from those set forth in subsection 2.4 with respect to one Class but not any
other Class shall be deemed to disproportionately disadvantage such one Class
but not to disproportionately disadvantage any such other Class for purposes of
this clause (v)) and (vi) no amendment, modification, termination or waiver of
subsection 10.1B(iv) shall be effective without the consent of all SPC's that
have made Loans that remain outstanding. Administrative Agent may, but shall
have no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of that Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on Company in any case
shall entitle Company to any other or further notice or demand in similar or
other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 10.6 shall be binding upon each
Lender at the time outstanding, each future Lender and, if signed by Company, on
Company.

         10.7     INDEPENDENCE OF COVENANTS.

                  All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such action
is taken or condition exists.

         10.8     NOTICES; EFFECTIVENESS OF SIGNATURES.

                  Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing
and may be personally served, or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile in complete and


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legible form, or three Business Days after depositing it in the United States
mail with postage prepaid and properly addressed; provided that notices to
Administrative Agent shall not be effective until received. For the purposes
hereof, the address of each party hereto shall be as set forth under such
party's name on the signature pages hereof or (i) as to Company and
Administrative Agent, such other address as shall be designated by such Person
in a written notice delivered to the other parties hereto and (ii) as to each
other party, such other address as shall be designated by such party in a
written notice delivered to Administrative Agent.

                  Loan Documents and notices under the Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents
and signatures shall, subject to applicable law, have the same force and effect
as an original copy with manual signatures and shall be binding on all Loan
Parties, Agents and Lenders. Administrative Agent may also require that any such
documents and signature be confirmed by a manually-signed copy thereof;
provided, however, that the failure to request or deliver any such
manually-signed copy shall not affect the effectiveness of any facsimile
document or signature.

         10.9     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

                  A. All representations, warranties and agreements made herein
shall survive the execution and delivery of this Agreement and the making of the
Loans and the issuance of the Letters of Credit hereunder.

                  B. Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Company set forth in subsections 2.6D,
2.7, 3.5A, 10.2, 10.3, 10.4, 10.17 and 10.18 and the agreements of Lenders set
forth in subsections 9.2C, 9.4, 10.5 and 10.18 shall survive the payment of the
Loans, the cancellation or expiration of the Letters of Credit and the
reimbursement of any amounts drawn thereunder, and the termination of this
Agreement.

         10.10    FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

                  No failure or delay on the part of an Agent or any Lender in
the exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

         10.11    MARSHALLING; PAYMENTS SET ASIDE.

                  Neither any Agent nor any Lender shall be under any obligation
to marshal any assets in favor of Company or any other party or against or in
payment of any or all of the Obligations. To the extent that Company makes a
payment or payments to Administrative Agent or Lenders (or to Administrative
Agent for the benefit of Lenders), or Agents or Lenders enforce any security
interests or exercise their rights of setoff, and such payment or payments or
the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared


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to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, any other state
or federal law, common law or any equitable cause, then, to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor or related thereto, shall be revived
and continued in full force and effect as if such payment or payments had not
been made or such enforcement or setoff had not occurred.

         10.12    SEVERABILITY.

                  In case any provision in or obligation under this Agreement or
the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

         10.13    OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

                  The obligations of Lenders hereunder are several and no Lender
shall be responsible for the obligations or Commitments of any other Lender
hereunder. Nothing contained herein or in any other Loan Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders, or Lenders and Company, as a partnership, an association, a joint
venture or any other kind of entity. The amounts payable at any time hereunder
to each Lender shall be a separate and independent debt, and each Lender shall
be entitled to protect and enforce its rights arising out of this Agreement and
it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

         10.14    HEADINGS.

                  Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

         10.15    APPLICABLE LAW.

                  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

         10.16    CONSTRUCTION OF AGREEMENT; NATURE OF RELATIONSHIP.

                  Each of the parties hereto acknowledges that (i) it has been
represented by counsel in the negotiation and documentation of the terms of this
Agreement, (ii) it has had full and fair opportunity to review and revise the
terms of this Agreement, (iii) this Agreement has


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been drafted jointly by all of the parties hereto, and (iv) neither
Administrative Agent nor any Lender or other Agent has any fiduciary
relationship with or duty to Company arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between
Administrative Agent, the other Agents and Lenders, on one hand, and Company, on
the other hand, in connection herewith or therewith is solely that of debtor and
creditor. Accordingly, each of the parties hereto acknowledges and agrees that
the terms of this Agreement shall not be construed against or in favor of
another party.

         10.17    CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

                  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

                  (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
         JURISDICTION AND VENUE OF SUCH COURTS;

                  (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                  (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
         PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
         MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN
         ACCORDANCE WITH SUBSECTION 10.8;

                  (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
         SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH
         PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
         BINDING SERVICE IN EVERY RESPECT;

                  (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN
         ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST
         COMPANY IN THE COURTS OF ANY OTHER JURISDICTION; AND

                  (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17
         RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO
         THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
         SECTION 5-1402 OR OTHERWISE.


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         10.18    WAIVER OF JURY TRIAL.

                  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR
THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including contract claims, tort claims, breach of duty claims and all other
common law and statutory claims. Each party hereto acknowledges that this waiver
is a material inducement to enter into a business relationship, that each has
already relied on this waiver in entering into this Agreement, and that each
will continue to rely on this waiver in their related future dealings. Each
party hereto further warrants and represents that it has reviewed this waiver
with its legal counsel and that it knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION
10.18 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation,
this Agreement may be filed as a written consent to a trial by the court.

         10.19    CONFIDENTIALITY.

                  Each Lender shall hold all non-public information obtained
pursuant to the requirements of this Agreement that has been identified in
writing as confidential by Company in accordance with such Lender's customary
procedures for handling confidential information of this nature, it being
understood and agreed by Company that in any event a Lender may make disclosures
(a) to its and its Affiliates, to an Approved Fund or to the related investment
advisor and their respective directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such information and instructed to keep such information
confidential), (b) to the extent requested by any Government Entity, (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
subsection 10.19, to (i) any Eligible Assignee of or participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of Company, (g) with the consent of Company,
(h) to the extent such information (i) becomes publicly available other than as
a result of a breach of this


                                      122
<PAGE>   123

subsection 10.19 or (ii) becomes available to Administrative Agent or any Lender
on a nonconfidential basis from a source other than Company or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates;
provided that, unless specifically prohibited by applicable law or court order,
each Lender shall notify Company of any request by any Government Entity or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such Government Entity)
for disclosure of any such non-public information prior to disclosure of such
information; and provided, further that in no event shall any Lender be
obligated or required to return any materials furnished by Company or any of its
Subsidiaries.

10.20    COUNTERPARTS; EFFECTIVENESS.

                  This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.

                  [Remainder of page intentionally left blank]


                                      123
<PAGE>   124
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                  COMPANY:

                              OXFORD HEALTH PLANS, INC.

                              By: /s/  Kurt B. Thompson
                                  --------------------------
                              Title:   Chief Financial Officer

                              Notice Address:
                                       48 Monroe Turnpike
                                       Trumbull, CT  06611
                                       Attention:    Kurt Thompson,
                                                     Chief Financial Officer

                  LENDERS:

                              CREDIT SUISSE FIRST BOSTON,
                              individually and as Administrative Agent

                              By: /s/  Julia P. Kingsbury
                                  ---------------------------
                              Title:   Vice President

                              By:  /s/  Bill O'Daly
                                   --------------------------
                              Title:   Vice President

                              Notice Address:
                                       Eleven Madison Avenue
                                       New York, New York 10016
                                       Attention:  Agency Group

                              With copy to:
                                       Eleven Madison Avenue
                                       New York, New York 10016
                                       Attention:  William Lutkins


                                      S-1
<PAGE>   125

                               DEUTSCHE BANK SECURITIES INC.,
                               as Syndication Agent



                               By:  /s/  Kate W. Cook
                                    ------------------------
                               Title:   Managing Director




                               By:  /s/ Tony Hass
                                    ------------------------
                               Title:   Managing Director

                               Notice Address:
                                        130 Liberty Street
                                        New York, NY  10006
                                        Attention: Diane Ching




                               BANKERS TRUST COMPANY

                               By:  /s/  Mary Jo Jolly
                                    ---------------------------
                               Title:  Assistant Vice President

                               Notice Address:
                                        130 Liberty Street
                                        New York, NY  10006
                                        Attention: Diane Ching


                                      S-2
<PAGE>   126
                                    CREDIT LYONNAIS NEW YORK BRANCH,
                                    individually and as Documentation Agent


                                    By: /s/ C. H. Heidsieck
                                        ----------------------------
                                           C. H. Heidsieck
                                    Title: Senior Vice President

                                    Notice Address:
                                         1301 Avenue of the Americas, 18th Floor
                                         New York, New York 10019-6022
                                         Attn: Charles Heidsieck
<PAGE>   127
                                     THE BANK OF NEW YORK

                                     By: /s/ Christopher T. Kordes
                                        -----------------------------
                                            Christopher T. Kordes
                                     Title: Assistant Vice President

                                     Notice Address:
                                          One Wall Street, 8th Floor
                                          New York, New York 10286
                                          Attn:
<PAGE>   128


                                  SCHEDULE 2.1

                    LENDERS' COMMITMENTS AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                                     Pro Rata          Revolving          Pro Rata           Pro Rata
                                  Term Loan         Share (re:           Loan            Share (re:           Share
      Lender                      Commitment        Term Loans)       Commitment      Revolving Loans)      (Overall)
      ------                     ------------       ----------        -----------     ---------------       ---------
<S>                              <C>                <C>               <C>             <C>                   <C>
Credit Suisse First Boston       $ 83,750,000          47.86%         $26,250,000            35%                44%
Bankers Trust Company              83,750,000          47.86           26,250,000            35                 44
Credit Lyonnais                     7,500,000           4.28           12,500,000            16.67               8
Bank of New York                            0              0           10,000,000            13.33               4
                                 ------------       ----------        -----------     ---------------       ---------
          TOTAL                  $175,000,000            100%         $75,000,000           100%               100%
</TABLE>


                                   Schedule-1
<PAGE>   129
                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 22, 2000

                                      AMONG

                            OXFORD HEALTH PLANS, INC.
                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,

                           CREDIT SUISSE FIRST BOSTON,
                             AS ADMINISTRATIVE AGENT

                                       AND

                         DEUTSCHE BANK SECURITIES INC.,
                              AS SYNDICATION AGENT

                                       AND

                        CREDIT LYONNAIS NEW YORK BRANCH,
                             AS DOCUMENTATION AGENT







                           CREDIT SUISSE FIRST BOSTON
                                       AND
                         DEUTSCHE BANK SECURITIES INC.,
                            AS JOINT LEAD ARRANGERS,
<PAGE>   130
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page No.
                                                                                       --------
<S>                                                                                    <C>
Section 1.           DEFINITIONS ...................................................          2

       1.1           Certain Defined Terms .........................................          2

       1.2           Accounting Terms; Utilization of GAAP for Purposes of
                     Calculations Under Agreement ..................................         28

       1.3           Other Definitional Provisions and Rules of Construction .......         29


Section 2.           AMOUNTS AND TERMS OF COMMITMENTS AND LOANS ....................         29

       2.1           Commitments; Making of Loans; the Register; Notes .............         29

       2.2           Interest on the Loans .........................................         35

       2.3           Fees ..........................................................         39

       2.4           Repayments, Prepayments and Reductions in Revolving Loan
                     Commitments; General Provisions Regarding Payments;
                     Application of Proceeds of Collateral and Payments After
                     An Event of Default ...........................................         39

       2.5           Use of Proceeds ...............................................         48

       2.6           Special Provisions Governing LIBOR Loans ......................         48

       2.7           Increased Costs; Taxes; Capital Adequacy ......................         50

       2.8           Statement of Lenders; Obligation of Lenders and Issuing
                     Lenders to Mitigate ...........................................         54

       2.9           Replacement of a Lender .......................................         55


Section 3.           LETTERS OF CREDIT .............................................         55

       3.1           Issuance of Letters of Credit and Lenders' Purchase of
                     Participations Therein ........................................         55

       3.2           Letter of Credit Fees .........................................         58

       3.3           Drawings and Reimbursement of Amounts Paid Under Letters
                     of Credit .....................................................         58

       3.4           Obligations Absolute ..........................................         61

       3.5           Indemnification; Nature of Issuing Lenders' Duties ............         62


Section 4.           CONDITIONS TO LOANS AND LETTERS OF CREDIT .....................         63

       4.1           Conditions to Term Loans and Initial Revolving Loans
                     and Swing Line Loans ..........................................         63
</TABLE>

                                       i
<PAGE>   131
<TABLE>
<S>                                                                                    <C>
       4.2           Conditions to All Loans .......................................         67

       4.3           Conditions to Letters of Credit ...............................         68


Section 5.           COMPANY'S REPRESENTATIONS AND WARRANTIES ......................         68

       5.1           Organization, Powers, Qualification, Good Standing,
                     Business and Subsidiaries .....................................         69

       5.2           Authorization of Borrowing, etc ...............................         70

       5.3           Financial Condition ...........................................         70

       5.4           No Material Adverse Change; No Restricted Junior Payments .....         71

       5.5           Title to Properties; Liens; Real Property; Intellectual
                     Property; Healthcare Authorizations ...........................         71

       5.6           Litigation; Adverse Facts .....................................         72

       5.7           Payment of Taxes ..............................................         72

       5.8           Performance of Agreements; Materially Adverse Agreements;
                     Material Contracts ............................................         73

       5.9           Governmental Regulation .......................................         73

       5.10          Securities Activities .........................................         73

       5.11          Employee Benefit Plans ........................................         73

       5.12          Certain Fees ..................................................         74

       5.13          Environmental Protection ......................................         74

       5.14          Employee Matters ..............................................         75

       5.15          Solvency ......................................................         75

       5.16          Matters Relating to Collateral ................................         75

       5.17          Disclosure ....................................................         76

       5.18          Fraud and Abuse ...............................................         77

       5.19          Reimbursement .................................................         77

       5.20          Subordinated Indebtedness .....................................         78

       5.21          Related Agreements ............................................         78


Section 6.           COMPANY'S AFFIRMATIVE COVENANTS ...............................         78

       6.1           Financial Statements and Other Reports ........................         78

       6.2           Existence, etc ................................................         84

       6.3           Payment of Taxes and Claims; Tax ..............................         84
</TABLE>

                                       ii
<PAGE>   132
<TABLE>
<S>                                                                                    <C>
       6.4           Maintenance of Properties; Insurance ..........................         84

       6.5           Inspection Rights; Lender Meeting .............................         85

       6.6           Compliance with Laws, etc .....................................         85

       6.7           Environmental Matters .........................................         85

       6.8           Execution of Subsidiary Guaranty and Personal Property
                     Collateral Documents After the Closing Date ...................         87

       6.9           Conforming Leasehold Interests; Matters Relating to
                     Additional Real Property Collateral ...........................         88


Section 7.           COMPANY'S NEGATIVE COVENANTS ..................................         90

       7.1           Indebtedness ..................................................         90

       7.2           Liens and Related Matters .....................................         91

       7.3           Investments; Acquisitions .....................................         93

       7.4           Contingent Obligations ........................................         95

       7.5           Restricted Junior Payments ....................................         96

       7.6           Financial Covenants ...........................................         96

       7.7           Restriction on Fundamental Changes; Asset Sales ...............         97

       7.8           Consolidated Capital Expenditures .............................         98

       7.9           Transactions with Shareholders and Affiliates .................         98

       7.10          Sales and Lease-Backs .........................................         99

       7.11          Conduct of Business ...........................................         99

       7.12          Amendments or Waivers of Certain Agreements; Amendments
                     of Documents Relating to Subordinated Indebtedness ............         99

       7.13          Fiscal Year ...................................................        100

       7.14          Capital Requirement for Principal Subsidiaries ................        100


Section 8.           EVENTS OF DEFAULT .............................................        100

       8.1           Failure to Make Payments When Due .............................        100

       8.2           Default in Other Agreements ...................................        100

       8.3           Breach of Certain Covenants ...................................        101

       8.4           Breach of Warranty ............................................        101

       8.5           Other Defaults Under Loan Documents ...........................        101

       8.6           Involuntary Bankruptcy; Appointment of Receiver, etc ..........        101
</TABLE>

                                      iii
<PAGE>   133
<TABLE>
<S>                                                                                    <C>
       8.7           Voluntary Bankruptcy; Appointment of Receiver, etc ............        102

       8.8           Judgments and Attachments .....................................        102

       8.9           Dissolution ...................................................        103

       8.10          Employee Benefit Plans ........................................        103

       8.11          Invalidity of Subsidiary Guaranty; Failure of Security;
                     Repudiation of Obligations ....................................        103


Section 9.           ADMINISTRATIVE AGENT ..........................................        104

       9.1           Appointment ...................................................        104

       9.2           Powers and Duties; General Immunity ...........................        105

       9.3           Independent Investigation by Lenders; No Responsibility
                     For Appraisal of Creditworthiness .............................        107

       9.4           Right to Indemnity ............................................        107

       9.5           Successor Administrative Agent and Swing Line Lender ..........        108

       9.6           Collateral Documents and Guaranties ...........................        108

       9.7           Duties of Other Agents ........................................        109

       9.8           Administrative Agent May File Proofs of Claim .................        109


Section 10.          MISCELLANEOUS .................................................        110

       10.1          Successors and Assigns; Assignments and Participations in
                     Loans and Letters of Credit ...................................        110

       10.2          Expenses ......................................................        114

       10.3          Indemnity .....................................................        115

       10.4          Set-Off; Security Interest in Deposit Accounts ................        116

       10.5          Ratable Sharing ...............................................        116

       10.6          Amendments and Waivers ........................................        117

       10.7          Independence of Covenants .....................................        118

       10.8          Notices; Effectiveness of Signatures ..........................        118

       10.9          Survival of Representations, Warranties and Agreements ........        119

       10.10         Failure or Indulgence Not Waiver; Remedies Cumulative .........        119

       10.11         Marshalling; Payments Set Aside ...............................        119

       10.12         Severability ..................................................        120

       10.13         Obligations Several; Independent Nature of Lenders' Rights ....        120
</TABLE>

                                       iv
<PAGE>   134
<TABLE>
<S>                                                                                    <C>
       10.14         Headings ......................................................        120

       10.15         Applicable Law ................................................        120

       10.16         Construction of Agreement; Nature of Relationship .............        120

       10.17         Consent to Jurisdiction and Service of Process ................        121

       10.18         Waiver of Jury Trial ..........................................        122

       10.19         Confidentiality ...............................................        122

       10.20         Counterparts; Effectiveness ...................................        123



Signature pages ....................................................................        S-1
</TABLE>

                                       v
<PAGE>   135
                                    EXHIBITS



<TABLE>
<S>                         <C>
                  I         FORM OF NOTICE OF BORROWING

                  II        FORM OF NOTICE OF CONVERSION/CONTINUATION

                  III       FORM OF REQUEST FOR ISSUANCE

                  IV        FORM OF TERM NOTE

                  V         FORM OF REVOLVING NOTE

                  VI        FORM OF SWING LINE NOTE

                  VII       FORM OF COMPLIANCE CERTIFICATE

                  VIII-A    FORM OF OPINION OF SULLIVAN & CROMWELL

                  VIII-B    FORM OF OPINION OF GENERAL COUNSEL OF COMPANY

                  IX        FORM OF OPINION OF O'MELVENY & MYERS LLP

                  X         FORM OF ASSIGNMENT AGREEMENT

                  XI        FORM OF SUBSIDIARY GUARANTY

                  XII       FORM OF SECURITY AGREEMENT
</TABLE>


                                       vi
<PAGE>   136
                                    SCHEDULES




<TABLE>
<S>                   <C>
             2.1      LENDERS' COMMITMENTS AND PRO RATA SHARES

             4.1C     CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP; MANAGEMENT

             5.1      SUBSIDIARIES OF COMPANY

             5.5B     REAL PROPERTY

             5.5C     INTELLECTUAL PROPERTY

             5.6      LITIGATION

             5.8      MATERIAL CONTRACTS

             5.11     CERTAIN EMPLOYEE BENEFIT PLANS

             5.13     ENVIRONMENTAL MATTERS

             7.1      CERTAIN EXISTING INDEBTEDNESS

             7.2      CERTAIN EXISTING LIENS

             7.3      CERTAIN EXISTING INVESTMENTS

             7.4      CERTAIN EXISTING CONTINGENT AND OBLIGATIONS
</TABLE>


                                      vii