Exhibit 10.1




                                CREDIT AGREEMENT
                                      among
                         QUEST DIAGNOSTICS INCORPORATED

                                  as Borrower,
                                       AND
                      CERTAIN SUBSIDIARIES OF THE BORROWER

                                 as Guarantors,
                                       AND
                         THE LENDERS IDENTIFIED HEREIN,
                                       AND
                             BANK OF AMERICA, N.A.,

                             as Administrative Agent
                                       AND
          UBS AG, STAMFORD BRANCH and MERRILL LYNCH CAPITAL CORPORATION

                            as Co-Syndication Agents
                                       AND
               CREDIT SUISSE FIRST BOSTON and THE BANK OF NEW YORK

                           As Co-Documentation Agents
                                       AND
                               WACHOVIA BANK, N.A.

                                As Managing Agent
                            DATED AS OF JUNE 27, 2001


                         BANC OF AMERICA SECURITIES LLC

                                       AND

                                 UBS WARBURG LLC

                  as Joint Book Managers and Co-Lead Arrangers


<PAGE>

<TABLE>
<CAPTION>


                               TABLE OF CONTENTS

<S>                                                                                                               <C>
SECTION 1  DEFINITIONS AND ACCOUNTING TERMS.......................................................................1
         1.1    Definitions.......................................................................................1
         1.2    Computation of Time Periods and Other Definitional Provisions....................................25
         1.3    Accounting Terms/Calculation of Financial Covenants..............................................25
         1.4    Time.............................................................................................26

SECTION 2  CREDIT FACILITIES.....................................................................................26
         2.1    Revolving Loans..................................................................................26
         2.2    Letter of Credit Subfacility.....................................................................28
         2.3    Swing Line Loans Subfacility.....................................................................33
         2.4    Competitive Bid Loans Subfacility................................................................35
         2.5    Term Loans.......................................................................................37
         2.6    Continuations and Conversions....................................................................38
         2.7    Minimum Amounts..................................................................................39

SECTION 3  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT..........................................39
         3.1    Interest.........................................................................................39
         3.2    Place and Manner of Payments.....................................................................40
         3.3    Prepayments......................................................................................40
         3.4    Fees.............................................................................................41
         3.5    Payment in full at Maturity......................................................................42
         3.6    Computations of Interest and Fees................................................................42
         3.7    Pro Rata Treatment...............................................................................43
         3.8    Sharing of Payments..............................................................................44
         3.9    Capital Adequacy/Regulation D....................................................................45
         3.10   Inability To Determine Interest Rate.............................................................46
         3.11   Illegality.......................................................................................46
         3.12   Requirements of Law..............................................................................47
         3.13   Taxes............................................................................................47
         3.14   Compensation.....................................................................................50
         3.15   Determination and Survival of Provisions.........................................................51
         3.16   Notification by Lenders..........................................................................51
         3.17   Mitigation; Mandatory Assignment.................................................................51

SECTION 4  GUARANTY..............................................................................................52
         4.1    Guaranty of Payment..............................................................................52
         4.2    Obligations Unconditional........................................................................52
         4.3    Modifications....................................................................................53
         4.4    Waiver of Rights.................................................................................53
         4.5    Reinstatement....................................................................................53
         4.6    Remedies.........................................................................................54
         4.7    Limitation of Guaranty...........................................................................54
</TABLE>


                                       i

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                               <C>
         4.8    Rights of Contribution...........................................................................54
         4.9    Release of Guarantors............................................................................54

SECTION 5  CONDITIONS PRECEDENT..................................................................................55
         5.1    Closing Conditions...............................................................................55
         5.2    Conditions to All Extensions of Credit...........................................................57

SECTION 6  REPRESENTATIONS AND WARRANTIES........................................................................58
         6.1    Organization and Good Standing...................................................................58
         6.2    Due Authorization................................................................................58
         6.3    Enforceable Obligations..........................................................................58
         6.4    No Conflicts.....................................................................................58
         6.5    Consents.........................................................................................59
         6.6    Financial Condition..............................................................................59
         6.7    No Material Change...............................................................................59
         6.8    Disclosure.......................................................................................59
         6.9    No Default.......................................................................................60
         6.10   Litigation.......................................................................................60
         6.11   Taxes............................................................................................60
         6.12   Compliance with Law..............................................................................60
         6.13   Licensing and Accreditation......................................................................61
         6.14   Title to Properties, Liens.......................................................................61
         6.15   Insurance........................................................................................61
         6.16   Use of Proceeds..................................................................................61
         6.17   Government Regulation............................................................................61
         6.18   ERISA............................................................................................62
         6.19   Environmental Matters............................................................................63
         6.20   Intellectual Property............................................................................64
         6.21   Subsidiaries.....................................................................................64
         6.22   Solvency.........................................................................................65

SECTION 7  AFFIRMATIVE COVENANTS.................................................................................65
         7.1    Information Covenants............................................................................65
         7.2    Financial Covenants..............................................................................68
         7.3    Preservation of Existence and Franchises.........................................................68
         7.4    Books and Records................................................................................68
         7.5    Compliance with Law..............................................................................68
         7.6    Payment of Taxes and Other Indebtedness..........................................................69
         7.7    Insurance........................................................................................69
         7.8    Maintenance of Property..........................................................................69
         7.9    Performance of Obligations.......................................................................70
         7.10   Use of Proceeds..................................................................................70
         7.11   Audits/Inspections...............................................................................70
         7.12   Additional Credit Parties........................................................................70
         7.13   Credit Party Revenues............................................................................71
         7.14   Compliance Program...............................................................................71
</TABLE>


                                       ii


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                               <C>
SECTION 8  NEGATIVE COVENANTS....................................................................................71
         8.1    Indebtedness.....................................................................................72
         8.2    Liens............................................................................................72
         8.3    Nature of Business...............................................................................73
         8.4    Consolidation and Merger.........................................................................73
         8.5    Sale or Lease of Assets..........................................................................73
         8.6    Investments......................................................................................74
         8.7    Transactions with Affiliates.....................................................................74
         8.8    Fiscal Year; Accounting; Organizational Documents................................................74
         8.9    Stock Repurchases................................................................................75
         8.10   Sale/Leasebacks..................................................................................75

SECTION 9  EVENTS OF DEFAULT.....................................................................................76
         9.1    Events of Default................................................................................76
         9.2    Acceleration; Remedies...........................................................................78
         9.3    Allocation of Payments After Event of Default....................................................79

SECTION 10  AGENCY PROVISIONS....................................................................................80
         10.1   Appointment......................................................................................80
         10.2   Delegation of Duties.............................................................................81
         10.3   Exculpatory Provisions...........................................................................81
         10.4   Reliance on Communications.......................................................................82
         10.5   Notice of Default................................................................................82
         10.6   Non-Reliance on Administrative Agent and Other Lenders...........................................83
         10.7   Indemnification..................................................................................83
         10.8   Administrative Agent in Its Individual Capacity..................................................84
         10.9   Successor Agent..................................................................................84

SECTION 11  MISCELLANEOUS........................................................................................85
         11.1   Notices..........................................................................................85
         11.2   Right of Set-Off.................................................................................85
         11.3   Benefit of Agreement.............................................................................86
         11.4   No Waiver; Remedies Cumulative...................................................................89
         11.5   Payment of Expenses; Indemnification.............................................................89
         11.6   Amendments, Waivers and Consents.................................................................90
         11.7   Counterparts/Telecopy............................................................................91
         11.8   Headings.........................................................................................91
         11.9   Defaulting Lender................................................................................91
         11.10  Survival of Indemnification......................................................................91
         11.11  Governing Law; Venue; Jurisdiction...............................................................91
         11.12  Waiver of Jury Trial; Waiver of Consequential Damages............................................92
         11.13  Severability.....................................................................................92
         11.14  Further Assurances...............................................................................92
         11.15  Confidentiality..................................................................................92
         11.16  Entirety.........................................................................................93
         11.17  Binding Effect; Continuing Agreement.............................................................93
</TABLE>


                                      iii

<PAGE>

SCHEDULES

Schedule 1.1(a)   Commitment Percentages/Lending Offices
Schedule 2.2(c)   Existing Letters of Credit
Schedule 6.7      Material Changes
Schedule 6.10     Litigation
Schedule 6.21     Subsidiaries
Schedule 8.1      Indebtedness
Schedule 8.2      Liens
Schedule 8.6      Investments
Schedule 8.7      Affiliate Transactions
Schedule 11.1     Notices


EXHIBITS

Exhibit 2.1(b)    Form of Notice of Borrowing
Exhibit 2.1(e)    Form of Revolving Note
Exhibit 2.3(b)    Form of Swing Line Loan Request
Exhibit 2.3(d)    Form of Swing Line Note
Exhibit 2.4(b)    Form of Competitive Bid Request
Exhibit 2.4(g)    Form of Competitive Bid Loan Note
Exhibit 2.5(d)    Form of Term Note
Exhibit 2.6       Form of Notice of Continuation/Conversion
Exhibit 7.1(c)    Form of Officer's Certificate
Exhibit 7.12      Form of Joinder Agreement
Exhibit 11.3(b)   Form of Assignment Agreement




                                       iv


<PAGE>

                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT (this "Credit Agreement"), is entered into as of
June 27, 2001 among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the
"Borrower"), certain of the Subsidiaries of the Borrower (individually a
"Guarantor" and collectively the "Guarantors"), the Lenders (as defined herein),
and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders and as
Issuing Lender.

                                    RECITALS

         WHEREAS, the Borrower and the Guarantors have requested the Lenders to
provide a senior credit facility to the Borrower in an aggregate principal
amount of up to $500,000,000; and

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

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


                                    SECTION 1

                        DEFINITIONS AND ACCOUNTING TERMS

         1.1      Definitions.

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

                  "Acquisition" means the acquisition by any Person of (a) more
         than 50% of the Capital Stock of another Person, (b) all or
         substantially all of the assets of another Person or (c) all or
         substantially all of a line of business of another Person, in each case
         whether or not involving a merger or consolidation with such other
         Person.

                  "Additional Credit Party" means each Person that becomes a
         Guarantor after the Closing Date, as provided in Section 7.12 or
         otherwise.

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

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

<PAGE>

                  "Affiliate" means, with respect to any Person, any other
         Person directly or indirectly controlling (including but not limited to
         all directors and officers of such Person), controlled by or under
         direct or indirect common control with such Person. A Person shall be
         deemed to control a corporation if such Person possesses, directly or
         indirectly, the power (a) to vote 10% or more of the securities having
         ordinary voting power for the election of directors of such corporation
         or (b) to direct or cause direction of the management and policies of
         such corporation, whether through the ownership of voting securities,
         by contract or otherwise.

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

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

                  "Agents" means Bank of America N.A., in its capacity as
         Administrative Agent, UBS AG, Stamford Branch in its capacity as
         Co-Syndication Agent, Merrill Lynch in its capacity as Co-Syndication
         Agent, Credit Suisse First Boston in its capacity as Co-Documentation
         Agent, The Bank of New York in its capacity as Co-Documentation Agent,
         and Wachovia Bank, N.A. in its capacity as Managing Agent.

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

============================================================================================================
                                            Applicable         Applicable
                                          Percentage for     Percentage for     Applicable      Applicable
Pricing                                  Revolving Loans    Term Loans that   Percentage for    Percentage
 Level             Debt Rating               that are        are Eurodollar      Letter of         for
                                         Eurodollar Loans        Loans          Credit Fees    Facility Fee
------------------------------------------------------------------------------------------------------------
    <S>                                       <C>               <C>               <C>            <C>
    I       (>)BBB+ from S&P/                     .72%              .875%             .72%        .1550%
             -
            (>)Baa1 from Moody's
             -
------------------------------------------------------------------------------------------------------------
    II      (>)BBB but (<)BBB+ from S&P/        .9375%            1.1875%           .9375%        .2500%
             -
            (>)Baa2 but (<)Baa1 from
             -
            Moody's
------------------------------------------------------------------------------------------------------------
   III      (>)BBB- but (<)BBB from S&P/         1.00%            1.3125%            1.00%        .3125%
             -
            (>)Baa3 but (<)Baa2 from
             -
            Moody's
------------------------------------------------------------------------------------------------------------
    IV      (>)BB+ but (<)BBB- from S&P/         1.10%            1.4375%            1.10%        .3375%
             -
            (>)Ba1 but (<)Baa3 from
             -
            Moody's
------------------------------------------------------------------------------------------------------------
    V       (<)BB+ or unrated by S&P/            1.25%            1.6875%            1.25%        .4375%
            (<)Ba1 or unrated by Moody's
============================================================================================================

</TABLE>

         The Applicable Percentage for Eurodollar Loans, the Letter of Credit
         Fees and the Facility Fees shall, in each case, be determined and
         adjusted on the date (each a "Calculation Date") one Business Day after
         the date on which the Borrower's Debt Rating is upgraded or downgraded
         in a manner which requires a change in the then applicable Pricing
         Level set forth above. If at any time there is a split in the
         Borrower's Debt Ratings between S&P and Moody's, the Applicable
         Percentages shall be determined by the higher of the two Debt Ratings
         (i.e. the lower pricing); provided that if the two Debt Ratings are
         more than one

                                      2
<PAGE>

         level apart, the Applicable Percentage shall be based on the Debt
         Rating which is one level higher than the lower rating. Each Applicable
         Percentage shall be effective from one Calculation Date until the next
         Calculation Date. Any adjustment in the Applicable Percentage shall be
         applicable to all existing Eurodollar Loans and Letters of Credit as
         well as any new Eurodollar Loans made or Letters of Credit issued.

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

                  "Attributable Debt" means, with respect to a Sale and
         Leaseback Transaction, an amount equal to the lesser of : (a) the fair
         market value of the Principal Property (as determined in good faith by
         the Borrower's board of directors); and (b) the present value of the
         total net amount of rent payments to be made under the lease during its
         remaining term, discounted at the rate of interest set forth or
         implicit in the terms of the lease, compounded semi-annually.

                  "Authorized Officer" means any of the chief executive officer,
         president, chief financial officer, corporate controller, treasurer or
         assistant treasurer of the Borrower.

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

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

                  "BAS" means Banc of America Securities LLC.

                  "Base Rate" means, for any day, the rate per annum equal to
         the greater of (a) the Federal Funds Rate in effect on such day plus
         1/2 of 1% or (b) the Prime Rate in effect on such day. If for any
         reason the Administrative Agent shall have determined (which
         determination shall be conclusive absent manifest error) that it is
         unable after due inquiry to ascertain the Federal Funds Rate for any
         reason, including the inability or failure of the Administrative Agent
         to obtain sufficient quotations in accordance with the terms hereof,
         the Base Rate shall be determined without regard to clause (a) of the
         first sentence of this definition until the circumstances giving rise
         to such inability no longer exist. Any change in the Base Rate due to a
         change in the Prime Rate or the Federal Funds Rate shall be effective
         at the opening of business on the day specified in the public
         announcement of such change.

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

                  "Borrower" means Quest Diagnostics Incorporated, a Delaware
         corporation, together with any successors and permitted assigns.

                                      3
<PAGE>

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

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

                  "CAP" means the College of American Pathologists.

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

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

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

                  "Cash Equivalents" means (a) securities issued or directly and
         fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (provided that the full faith and
         credit of the United States of America is pledged in support thereof)
         having maturities of not more than eighteen months from the date of
         acquisition, (b) Dollar denominated time and demand deposits,
         certificates of deposit and banker's acceptances of (i) any Lender,
         (ii) any domestic commercial bank having capital and surplus in excess
         of $500,000,000 or (iii) any bank whose short-term commercial paper
         rating from S&P is at least A-1 or the equivalent thereof or from
         Moody's is at least P-1 or the equivalent thereof (any such bank being
         an "Approved Bank"), in each case with maturities of not more than 270
         days from the date of acquisition, (c) commercial paper and variable or
         fixed rate notes issued by any Approved Bank (or by the parent company
         thereof) or any variable rate notes issued by, or guaranteed by, any
         domestic corporation rated A-1 (or the equivalent thereof) or better by
         S&P or P-1 (or the equivalent thereof) or better by Moody's and
         maturing within six months of the date of acquisition, (d) repurchase
         agreements with a bank or trust company (including any of the Lenders)
         or recognized securities dealer having capital and surplus in excess of
         $500,000,000 for direct obligations issued by or fully guaranteed by
         the United States of America in which the Borrower shall have a
         perfected first priority security interest (subject to no other Liens)
         and having, on the date of purchase thereof, a fair market

                                      4
<PAGE>

         value of at least 100% of the amount of the repurchase obligations, (e)
         Investments in tax-exempt municipal bonds rated A (or the equivalent
         thereof) or better by S&P or MIG2 (or the equivalent thereof) or better
         by Moody's and (f) Investments, classified in accordance with GAAP as
         current assets, in money market investment programs registered under
         the Investment Company Act of 1940, as amended, which are administered
         by reputable financial institutions having capital of at least
         $500,000,000 and the portfolios of which are limited to Investments of
         the character described in the foregoing subdivisions (a) through (e).

                  "Cash Interest Expenses" means all Interest Expense actually
         paid in cash by the Borrower and its Subsidiaries.

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

                  "CHAMPUS" means the United States Department of Defense
         Civilian Health and Medical Program of the United States or any
         successor thereto including, without limitation, TRICARE.

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

                           (a) any "person" or "group" (within the meaning of
                  Section 13(d) or 14(d) of the Exchange Act) has become,
                  directly or indirectly, the "beneficial owner" (as defined in
                  Rules 13d-3 and 13d-5 under the Exchange Act), by way of
                  merger, consolidation or otherwise of 35% or more of the
                  Voting Stock of the Borrower on a fully-diluted basis, after
                  giving effect to the conversion and exercise of all
                  outstanding warrants, options and other securities of the
                  Borrower convertible into or exercisable for Voting Stock of
                  the Borrower (whether or not such securities are then
                  currently convertible or exercisable); or

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

                  "CLIA" means the Clinical Laboratory Improvement Act as set
         forth at 42 U.S.C. 263a and the regulations promulgated thereunder, as
         amended.

                  "Closing Date" means the date hereof.

                                       5
<PAGE>

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

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

                  "Competitive Bid" means an offer by a Lender to make a
         Competitive Bid Loan pursuant to the terms of Section 2.4.

                  "Competitive Bid Loan" means a loan made by a Lender in its
         discretion pursuant to the provisions of Section 2.4.

                  "Competitive Bid Loan Notes" means the promissory notes of the
         Borrower in favor of each Lender evidencing the Competitive Bid Loans
         provided pursuant to Section 2.4, individually or collectively, as
         appropriate, as such promissory notes may be amended, modified,
         supplemented or replaced from time to time and as evidenced in the form
         of Exhibit 2.4(g).

                  "Competitive Bid Fee" means $1,000 for each Competitive Bid
         Request.

                  "Competitive Bid Rate" means, as to any Competitive Bid made
         by a Lender in accordance with the provisions of Section 2.4, the rate
         of interest offered by the Lender making the Competitive Bid.

                  "Competitive Bid Request" means a request by the Borrower for
         Competitive Bids in the form of Exhibit 2.4(b).

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

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

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

                  "Credit Party Obligations" means, without duplication, all of
         the obligations of the Credit Parties to the Lenders (including the
         Issuing Lender and the Swing Line Lender) and the Administrative Agent,
         whenever arising, under this Credit Agreement, the Notes, or any of the
         other Credit Documents.

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

                                       6
<PAGE>

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

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

                  "Dividends" means any payment of dividends or any other
         distribution upon any shares of any class of Capital Stock of the
         Borrower.

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

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

                  "EBITDA" means, for any period, with respect to the Borrower
         and its Subsidiaries on a consolidated basis, (a) Net Income for such
         period (excluding the effect of any extraordinary or other
         non-recurring gains and losses (including any gain or loss from the
         sale of Property)) plus (b) an amount which, in the determination of
         Net Income for such period, has been deducted for (i) Interest Expense
         for such period, (ii) total Federal, state, foreign or other income or
         franchise taxes for such period, (iii) all depreciation and
         amortization for such period, (iv) other items of expense during such
         period that do not involve a cash payment at any time (other than the
         provision for bad debt in connection with uncollectible accounts
         receivable), (v) cash charges during such period for which the Borrower
         and its Subsidiaries are reimbursed by a third party during such period
         and (vi) special or restructuring items during any such period included
         in Net Income that do not involve a cash payment during such period
         (collectively, "Non-Cash Items") minus (c) any actual cash payments
         during the applicable period related to Non-Cash Items expensed or
         reserved under clause (v) above during an applicable period beginning
         after March 31, 2001 plus (d) Tender Costs during such period.

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

                  "Eligible Assets" means (a) MedPlus and its Subsidiaries and
         (b) any assets or any business (or any substantial part thereof) used
         or useful in the same or a similar line of business as the Borrower and
         its Subsidiaries are engaged on the Closing Date or other
         healthcare-related businesses.

                                       7
<PAGE>

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; and (c) any other Person approved by the Administrative Agent,
         the Issuing Lender and the Borrower (such approval not to be
         unreasonably withheld or delayed); provided that (i) the Borrower's
         consent is not required during the existence and continuation of a
         Default or an Event of Default, (ii) approval by the Borrower shall be
         deemed given if no objection is received by the assigning Lender and
         the Administrative Agent from the Borrower within five Business Days
         after notice of such proposed assignment has been delivered to the
         Borrower; (iii) neither the Borrower nor an Affiliate of the Borrower
         shall qualify as an Eligible Assignee; and (iv) no competitor of the
         Borrower shall qualify as an Eligible Assignee.

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

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

                  "ERISA Affiliate" means an entity, whether or not
         incorporated, which is treated as a single employer with the Borrower
         or any Subsidiary of the Borrower under Sections 414(b) or (c) of the
         Code and solely for purposes of Section 412 of the Code under Section
         414(m) of the Code.

                  "ERISA Event" means (a) with respect to any Single Employer or
         Multiple Employer Plan, the occurrence of a Reportable Event or the
         substantial cessation of operations (within the meaning of Section
         4062(e) of ERISA); (b) the withdrawal of the

                                       8
<PAGE>

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

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

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate equal
         to the London Interbank Offered Rate.

                  "Eurodollar Reserve Percentage" means, with respect to each
         Lender, the percentage (expressed as a decimal) applicable to such
         Lender which is in effect from time to time under Regulation D as the
         reserve requirement (including, without limitation, any basic,
         supplemental, emergency, special, or marginal reserves) applicable with
         respect to its Eurocurrency liabilities, as that term is defined in
         Regulation D (or against any other category of liabilities that
         includes deposits by reference to which the interest rate of Eurodollar
         Loans is determined). Eurodollar Loans made by a Lender shall be deemed
         to constitute Eurocurrency liabilities and as such shall be deemed
         subject to reserve requirements, if applicable, without benefits of
         credits for proration, exceptions or offsets that may be available from
         time to time to such Lender.

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

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

                  "Existing Credit Agreement" means that certain Credit
         Agreement, dated as of August 16, 1999, among the Borrower, as
         borrower, the guarantors party thereto, the lenders signatories
         thereto, Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith
         Incorporated, as joint lead arranger and syndication agent, BAS as
         joint lead arranger, Bank of America, as administrative agent, Wachovia
         Bank, N.A., as co-documentation agent, and The Bank of New York, as
         co-documentation agent as amended or modified from time to time.

                                       9
<PAGE>

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

                  "Existing Senior Subordinated Notes" means those certain 10
         3/4% senior subordinated notes due 2006 issued by the Borrower.

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

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

                  "Federal Funds Rate" means for any day the rate per annum
         equal to the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day and (b) if no such rate is so published on such next
         preceding Business Day, the Federal Funds Rate for such day shall be
         the average rate quoted to the Administrative Agent on such day on such
         transactions from three Federal Funds brokers of recognized standing
         selected by it.

                  "Fee Letters" means (a) that certain letter agreement dated as
         of May 21, 2001 among the Borrower, BAS, UBS Warburg LLC and the Agents
         and (b) that certain letter agreement, dated as of May 21, 2001, among
         the Borrower, BAS, UBS Warburg LLC, UBS AG, Stamford Branch and Bank of
         America.

                  "Fixed Charge Coverage Ratio" means, as of the end of each
         fiscal quarter of the Credit Parties for the twelve month period ending
         on such date, with respect to the Borrower and its Subsidiaries on a
         consolidated basis, the ratio of (a) the sum of (i) EBITDA for such
         period minus (ii) Capital Expenditures for such period minus (iii) Cash
         Taxes for such period to (b) the sum of (i) Cash Interest Expense for
         such period plus (ii) Scheduled Funded Debt Payments, after giving
         effect to any reductions arising from voluntary prepayments previously
         made, for such period, plus (iii) cash Dividends for such period.

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

                  "Funded Debt" means, without duplication, the sum of (a) all
         Indebtedness of the Borrower and its Subsidiaries for borrowed money,
         (b) all purchase money Indebtedness of the Borrower and its
         Subsidiaries, (c) the principal portion of all obligations of the
         Borrower and its Subsidiaries under Capital Leases, (d) all drawn but
         unreimbursed amounts under all letters of credit (other than letters of
         credit supporting trade payables in the ordinary course of business)
         issued for the account of the Borrower or any of its Subsidiaries, (e)
         all Funded Debt of another Person secured by a Lien on any Property of
         the Borrower and its

                                       10
<PAGE>

         Subsidiaries whether or not such Funded Debt has been assumed by a
         Borrower or any of its Subsidiaries, (f) all Funded Debt of any
         partnership or unincorporated joint venture to the extent the Borrower
         or one of its Subsidiaries is legally obligated with respect thereto
         and (g) the amount of principal attributable under any outstanding
         Synthetic Lease. It is understood and agreed that Indebtedness incurred
         pursuant to Hedging Agreements is not Funded Debt.

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

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

                  "Guarantor" means each of the Material Domestic Subsidiaries
         of the Borrower, any other Subsidiary of the Borrower that guaranties
         the Senior Unsecured Notes and each Additional Credit Party, together
         with their successors and assigns.

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

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

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

                  "HCFA" means the United States Health Care Financing
         Administration and any successor thereto.

                  "Hedging Agreements" means, collectively, interest rate
         protection agreements, foreign currency exchange agreements, commodity
         purchase or option agreements or other

                                       11
<PAGE>

         interest or exchange rate or commodity price hedging agreements, in
         each case, entered into or purchased by a Credit Party.

                  "Indebtedness" of any Person means, without duplication, (a)
         all obligations of such Person for borrowed money, (b) all obligations
         of such Person evidenced by bonds, debentures, notes or similar
         instruments, or upon which interest payments are customarily made, (c)
         all obligations of such Person under conditional sale or other title
         retention agreements relating to Property purchased by such Person to
         the extent of the value of such Property (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (d) all obligations,
         other than intercompany items, of such Person issued or assumed as the
         deferred purchase price of property or services purchased by such
         Person which would appear as liabilities on a balance sheet of such
         Person, (e) all Indebtedness of others secured by (or for which the
         holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on, or payable out of the
         proceeds of production from, property owned or acquired by such Person,
         whether or not the obligations secured thereby have been assumed, (f)
         all Guaranty Obligations of such Person, (g) the principal portion of
         all obligations of such Person under (i) Capital Leases and (ii) any
         synthetic lease, tax retention operating lease, off-balance sheet loan
         or similar off-balance sheet financing product of such Person where
         such transaction is considered borrowed money indebtedness for tax
         purposes but is classified as an operating lease in accordance with
         GAAP, (h) all obligations of such Person to repurchase any securities
         which repurchase obligation is related to the issuance thereof,
         including, without limitation, obligations commonly known as residual
         equity appreciation potential shares, (i) all net obligations of such
         Person in respect of Hedging Agreements, (j) the maximum amount of all
         performance and standby letters of credit issued or bankers'
         acceptances facilities created for the account of such Person and,
         without duplication, all drafts drawn thereunder (to the extent
         unreimbursed), and (k) the aggregate amount of uncollected accounts
         receivable of such Person subject at such time to a sale of receivables
         (or similar transaction) regardless of whether such transaction is
         effected without recourse to such Person or in a manner that would not
         be reflected on the balance sheet of such Person in accordance with
         GAAP. The Indebtedness of any Person shall include the Indebtedness of
         any partnership or unincorporated joint venture in which such Person is
         legally obligated.

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

                  "Intellectual Property" has the meaning set forth in Section
         6.20.

                  "Interest Expense" means, for any period, with respect to the
         Borrower and its Subsidiaries on a consolidated basis, all interest
         expense, including, without duplication, the interest component under
         Capital Leases, as determined in accordance with GAAP.

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

                                       12
<PAGE>

         and (c) as to Competitive Bid Loans, on the last day of the Interest
         Period for each Competitive Bid Loan and on the Maturity Date. If an
         Interest Payment Date falls on a date which is not a Business Day, such
         Interest Payment Date shall be deemed to be the next succeeding
         Business Day, except that in the case of Eurodollar Loans where the
         next succeeding Business Day falls in the next succeeding calendar
         month, then on the next preceding Business Day.

                  "Interest Period" means (a) as to Eurodollar Loans, a period
         of one, two, three or six months' duration, as the Borrower may elect,
         commencing, in each case, on the date of the borrowing (including
         continuations and conversions thereof) and (b) as to Competitive Bid
         Loans, a period beginning on the date the Competitive Bid Loan is made
         and ending on the date specified in the respective Competitive Bid
         whereby the offer to make the Competitive Loan was extended, which
         shall not be less than 14 days nor more than 180 days duration;
         provided, however, (i) if any Interest Period would end on a day which
         is not a Business Day, such Interest Period shall be extended to the
         next succeeding Business Day (except that where the next succeeding
         Business Day falls in the next succeeding calendar month, then on the
         next preceding Business Day), (ii) no Interest Period shall extend
         beyond the Maturity Date and (iii) where an Interest Period begins on a
         day for which there is no numerically corresponding day in the calendar
         month in which the Interest Period is to end, such Interest Period
         shall end on the last Business Day of such calendar month.

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

                  "Issuing Lender" means Bank of America.

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

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

                  "Lender" means any of the Persons identified as a "Lender" on
         the signature pages hereto, and any Eligible Assignee which may become
         a Lender by way of assignment in accordance with the terms hereof,
         together with their successors and permitted assigns.

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

                                       13
<PAGE>

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

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

                  "Leverage Ratio" means, as of the last day of each fiscal
         quarter, the ratio of (a) (i) Funded Debt on such date less (ii) if no
         Loans, other than Term Loans, are outstanding on such date, the amount
         of Available Cash (as defined below) on such date to (b) EBITDA for the
         twelve month period ending on such date. For the purposes hereof,
         "Available Cash" means all cash and Cash Equivalents of the Borrower
         and its Subsidiaries located in the United States and reflected on its
         consolidated balance sheet in excess of $40,000,000.

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

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

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

                  "LOC Committed Amount" means ONE HUNDRED MILLION DOLLARS
         ($100,000,000).

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

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

                                       14
<PAGE>

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

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

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

                  "Material Domestic Subsidiary" means any wholly-owned Domestic
         Subsidiary of the Borrower that, directly or indirectly, (a) owns
         assets in excess of $20,000,000 or (b) has annual revenues, as of the
         most recently ended fiscal year of the Borrower, in excess of two
         percent (2%) of the total revenues of the Borrower and its Subsidiaries
         on a consolidated basis; provided that Quest Receivables shall not be
         deemed to be a Material Domestic Subsidiary.

                  "Maturity Date" means June 27, 2006.

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

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

                  "Medicaid Regulations" means, collectively, (a) all federal
         statutes (whether set forth in Title XIX of the Social Security Act or
         elsewhere) affecting the medical assistance program established by
         Title XIX of the Social Security Act and any statutes

                                       15
<PAGE>

         succeeding thereto; (b) all applicable provisions of all federal rules,
         regulations, manuals and orders of all Governmental Authorities
         promulgated pursuant to or in connection with the statutes described in
         clause (a) above and all federal administrative, reimbursement and
         other guidelines of all Governmental Authorities having the force of
         law promulgated pursuant to or in connection with the statutes
         described in clause (a) above; (c) all state statutes and plans for
         medical assistance enacted in connection with the statutes and
         provisions described in clauses (a) and (b) above; and (d) all
         applicable provisions of all rules, regulations, manuals and orders of
         all Governmental Authorities promulgated pursuant to or in connection
         with the statutes described in clause (c) above and all state
         administrative, reimbursement and other guidelines of all Governmental
         Authorities having the force of law promulgated pursuant to or in
         connection with the statutes described in clause (b) above, in each
         case as may be amended, supplemented or otherwise modified from time to
         time.

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

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

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

                  "Medicare Regulations" shall mean, collectively, all Federal
         statutes (whether set forth in Title XVIII of the Social Security Act
         or elsewhere) affecting the health insurance program for the aged and
         disabled established by Title XVIII of the Social Security Act and any
         statutes succeeding thereto; together with all applicable provisions of
         all rules, regulations, manuals and orders and administrative,
         reimbursement and other guidelines having the force of law of all
         Governmental Authorities (including, without limitation, the United
         States Department of Health and Human Services ("HHS"), HCFA, the OIG,
         or any person succeeding to the functions of any of the foregoing)
         promulgated pursuant to or in connection with any of the foregoing
         having the force of law, as each may be amended, supplemented or
         otherwise modified from time to time.

                  "MedPlus" means MedPlus, Inc., an Ohio corporation.

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

                                       16
<PAGE>

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

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

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

                  "Non-Cash Items" has the meaning set forth in the definition
         of EBITDA in Section 1.1

                  "Non-Material Domestic Subsidiary" means any wholly-owned
         Domestic Subsidiary that is not a Guarantor other than Quest
         Receivables.

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

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

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

                  "OIG" means the Office of Inspector General of the United
         States Department of Health and Human Services.

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

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

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

                  "Permitted Acquisition" means an Acquisition by the Borrower
         or any of its Subsidiaries; provided that (a) substantially all of the
         Property acquired (or the Property of the Person acquired) in such
         Acquisition constitutes Eligible Assets (or goodwill associated
         therewith), (b) in the case of an Acquisition of the Capital Stock of
         another

                                       17
<PAGE>

         Person, the board of directors (or other comparable governing body) of
         such other Person or its parent shall have duly approved such
         Acquisition, (c) the Leverage Ratio (i) as of the most recently ended
         fiscal quarter for which an officer's certificate has been delivered
         pursuant to Section 7.1(c) is less than 2.75 to 1.0 and (ii) on a Pro
         Forma Basis giving effect to such Acquisition is less than 2.75 to 1.0,
         (d) if such Acquisition involves total consideration (cash and
         non-cash) in excess of $100,000,000, the Borrower shall deliver to the
         Administrative Agent, prior to the closing of such Acquisition, a
         certificate of an Authorized Officer of the Borrower providing
         calculations showing that the requirement in clause (c)(ii) above is
         accurate, (e) on the date of such Acquisition no Event of Default
         exists, (f) after giving effect to such Acquisition, no Default or
         Event of Default shall exist, (g) if such Acquisition involves the
         formation of a new Subsidiary of the Borrower, such Subsidiary complies
         with Section 7.12 and (h) such Acquisition is undertaken in accordance
         with all laws, rules, regulations, orders, writs, judgments,
         injunctions, decrees and awards to which any party to such Acquisition
         may be subject.

                  "Permitted Investments" means Investments which constitute the
         following: (a) cash or Cash Equivalents, (b) trade accounts receivable
         created, acquired or made in the ordinary course of business, (c)
         inventory, raw materials, general intangibles and other current assets
         acquired in the ordinary course of business, (d) Investments by a the
         Borrower or one of its Subsidiaries in each other, (e) Permitted
         Acquisitions, (f) advances to management personnel and employees in the
         ordinary course of business, (g) Investments existing as of the Closing
         Date; provided that any such Investment in excess of $2,000,000 is set
         forth on Schedule 8.6, (h) Investments consisting of non-cash
         consideration received in the form of securities, notes or similar
         obligations in connection with any conveyance, sale, lease, assignment,
         transfer or other disposition of any Property by the Borrower or one of
         its Subsidiaries to any Person, and which are permitted hereunder, (i)
         increases in the value of Persons in the Strategic Investment Portfolio
         that did not result from any incremental investment by the Borrower or
         one of its Subsidiaries, (j) other Investments (in addition to those
         set forth above) not to exceed, in the aggregate, during any
         consecutive period during the term of this Credit Agreement that the
         Leverage Ratio is greater than or equal to 2.75 to 1.0, the sum of (i)
         $50,000,000 plus (ii) the amount of cash proceeds from sales of assets
         in the Strategic Investment Portfolio and (k) any other Investment as
         long as (i) the Leverage Ratio (A) as of the end of the most recent
         fiscal quarter for which an officer's certificate has been delivered
         pursuant to Section 7.1(c) is less than 2.75 to 1.0 and (B) on a Pro
         Forma Basis giving effect to such Investment is less than 2.75 to 1.0,
         (ii) if such Investment involves total consideration (cash and
         non-cash) in excess of $100,000,000, the Borrower shall deliver to the
         Administrative Agent, prior to the closing of such Investment, a
         certificate of an Authorized Officer of the Borrower providing
         calculations showing that the requirement in clause (j)(i)(B) above is
         accurate, (iii) on the date of such Investment, no Event of Default
         exists and (iv) after giving effect to such Investment no Default or
         Event of Default shall exist.

                  "Permitted Liens" means (a) Liens securing Credit Party
         Obligations, if any, (b) Liens for taxes not yet due or Liens for taxes
         being contested in good faith by appropriate proceedings for which
         adequate reserves determined in accordance with GAAP have been
         established (and as to which the Property subject to any such Lien is
         not yet

                                       18
<PAGE>

         subject to foreclosure, sale, collection, levy or loss on account
         thereof), (c) Liens in respect of Property imposed by law arising in
         the ordinary course of business such as materialmen's, mechanics',
         warehousemen's, carrier's, landlords' and other nonconsensual statutory
         Liens which are not yet due and payable or which are being contested in
         good faith by appropriate proceedings for which adequate reserves
         determined in accordance with GAAP have been established (and as to
         which the Property subject to any such Lien is not yet subject to
         foreclosure, sale or loss on account thereof), (d) Liens (other than
         Liens imposed under ERISA) consisting of pledges or deposits made in
         the ordinary course of business to secure payment of worker's
         compensation insurance, unemployment insurance, pensions or social
         security programs, (e) Liens arising from good faith deposits in
         connection with or to secure performance of tenders, bids, leases,
         government contracts, performance and return-of-money bonds and other
         similar obligations incurred in the ordinary course of business (other
         than obligations in respect of the payment of borrowed money), (f)
         Liens arising from good faith deposits in connection with or to secure
         performance of statutory obligations and surety and appeal bonds, (g)
         easements, rights-of-way, restrictions (including zoning restrictions),
         matters of plat, minor defects or irregularities in title and other
         similar charges or encumbrances not, in any material respect, impairing
         the use of the encumbered Property for its intended purposes, (h)
         judgment Liens that would not constitute an Event of Default, (i) Liens
         in connection with Indebtedness permitted by Sections 8.1(d), (j) Liens
         arising by virtue of any statutory or common law provision relating to
         banker's liens, rights of setoff or similar rights as to deposit
         accounts or other funds maintained with a creditor depository
         institution, (k) Liens existing on the date hereof and identified on
         Schedule 8.2, (l) Liens upon Property acquired (or the Property of a
         Subsidiary that is acquired) after the Effective Date by the Borrower
         or its Subsidiaries, which Liens either (i) existed on such Property
         before the time of such acquisition and was not created in anticipation
         thereof or (ii) were created solely for the purpose of securing
         Indebtedness representing, or incurred to finance or refinance, the
         cost of such Property or improvements thereon; provided, however; that
         (A) no such Lien shall extend to or cover any Property of any Credit
         Party other than the Property so acquired and improvements thereon and
         proceeds thereof, (B) the principal amount of Indebtedness secured by
         any such Lien shall at no time exceed 100% of the fair market value of
         such Property at the time it was acquired or constructed and (C) the
         Indebtedness secured by any such Lien is permitted hereunder; provided
         that (x) no such Lien shall extend to any Property other than the
         Property subject thereto on the closing date of such acquisition and
         (y) the principal amount of the Indebtedness secured by such Liens
         shall not be increased, (m) Liens in connection with Permitted
         Receivables Financing, (n) Liens with respect to lease filings for
         notice purposes only, (o) Liens on purchase money Indebtedness incurred
         by the Borrower in an amount not to exceed, in the aggregate,
         $50,000,000 less Indebtedness incurred by Subsidiaries of the Borrower
         pursuant to Section 8.1(d), (p) Liens on Property of non-wholly owned
         Subsidiaries of the Borrowers incurred to finance working capital and
         (q) renewals and extensions of the foregoing so long as such Lien (i)
         does not cover any additional Property, (ii) does not secure additional
         Indebtedness and (iii) is not otherwise prohibited by this Credit
         Agreement.

                  "Permitted Receivables Financing" means any transaction
         entered into pursuant to documentation reasonably acceptable to the
         Administrative Agent in which (a) one or more

                                       19
<PAGE>

         Credit Parties sells, conveys or otherwise transfers to Quest
         Receivables and (b) Quest Receivables sells, conveys or otherwise
         transfers to any other Person or grants a security interest to any
         Person in, any Receivables (whether now existing or hereafter acquired)
         of a Credit Party, and any assets related thereto including all
         collateral securing such Receivables, all contracts and all Guaranty
         Obligations or other obligations in respect of such Receivables, all
         proceeds of such Receivables and all other assets that are customarily
         transferred or in respect of which security interests are customarily
         granted in connection with asset securitization transactions involving
         Receivables.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated), or any Governmental
         Authority.

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

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

                  "Principal Property" means any real property and any related
         buildings, fixtures or other improvements located in the United States
         owned by the Borrower or its Subsidiaries (a) on or in which one of its
         30 largest domestic clinical laboratories conducts operations, as
         determined by net revenues for the four most recent fiscal quarters for
         which financial statements have been filed with the Securities and
         Exchange Commission, or (b) the net book value of which at the time of
         the determination exceeds 1% of Total Assets.

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

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

                                       20
<PAGE>

                  "Quest Receivables" means Quest Diagnostics Receivables
         Incorporated, a Delaware corporation, a wholly-owned,
         bankruptcy-remote, special purpose Subsidiary of the Borrower.

                  "Real Properties" has the meaning given thereto in Section
         6.19.

                  "Receivable" means the indebtedness and payment obligations of
         any Person to any Credit Party or acquired by any Credit Party
         (including obligations constituting an account or general intangible or
         evidenced by a note, instrument, contract, security agreement, chattel
         paper or other evidence of indebtedness or security) arising from a
         sale of merchandise or the provision of services in the ordinary course
         of business by such Credit Party or the Person from which such
         indebtedness and payment obligation were acquired by any Credit Party,
         including (a) any right to payment for goods sold or for services
         rendered and (b) the right to payment of any interest, sales taxes,
         finance charges, returned check or late charges and other obligations
         of such Person with respect thereto.

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

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

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

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

                                       21
<PAGE>

                  "Revolving Committed Amount" means THREE HUNDRED TWENTY FIVE
         MILLION DOLLARS ($325,000,000) or such lesser amount to which the
         Revolving Committed Amount may be reduced pursuant to Section 2.1(d).

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

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

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

                  "Sale and Leaseback Transaction" means any arrangement with
         any Person providing for the leasing by the Borrower or one of its
         Subsidiaries of any Principal Property that has been or is to be sold
         or transferred by the Borrower or any Guarantor to such Person, as the
         case may be.

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

                  "SBCL Acquisition Agreement" means the Stock and Asset
         Purchase Agreement, dated as of February 9, 1999, among the Borrower,
         SmithKline Beecham plc and SmithKline Beecham Corporation, as amended.

                  "Scheduled Funded Debt Payments" means, for any period, with
         respect to the Borrower and its Subsidiaries on a consolidated basis,
         the sum of all scheduled payments of principal on Funded Debt
         (including the implied principal component of payments due on Capital
         Leases and Synthetic Leases). It is understood and agreed that any
         amortization payments made in connection with a Permitted Receivables
         Financing are not Scheduled Funded Debt Payments; provided, however,
         should such Indebtedness pursuant to a Permitted Receivables Financing
         be required to be repaid due to the termination (whether at its stated
         maturity or otherwise) of such Permitted Receivables Financing and
         should no replacement facility be in effect on such termination date,
         the repayment of such Indebtedness shall constitute a Scheduled Funded
         Debt Payment.

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

                                       22
<PAGE>

                  "Senior Unsecured Notes" means those certain senior unsecured
         notes issued by the Borrower on the Closing Date.

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

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

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

                  "Stock Repurchase" has the meaning set forth in Section 8.9.

                  "Strategic Investment Portfolio" means all Investments in
         Persons in which the Borrower and its Subsidiaries own less than 50% of
         the Voting Stock of such Person.

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

                  "Swing Line Committed Amount" means SIXTY FIVE MILLION DOLLARS
         ($65,000,000).

                                       23
<PAGE>

                  "Swing Line Lender" means Bank of America.

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

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

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

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

                  "Tender Costs" means the costs incurred by the Borrower in
         connection with the tender for the Existing Senior Subordinated Notes
         and the termination of the interest rate swap contracts existing prior
         to the Closing Date in an aggregate amount not to exceed $20,000,000.

                  "Term Loan Committed Amount" means ONE HUNDRED SEVENTY FIVE
         MILLION DOLLARS ($175,000,000).

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

                  "Term Loans" means the Term Loans made to the Borrower
         pursuant to Section 2.5.

                  "Term Notes" means the promissory notes of the Borrower in
         favor of each of the Lenders evidencing the Term Loans provided
         pursuant to Section 2.5, individually or collectively, as appropriate,
         as such promissory notes may be amended, modified, supplemented,
         extended, renewed or replaced from time to time and as evidenced in the
         form of Exhibit 2.5(d).

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

                  "TRICARE" means the United States Department of Defense health
         care program for service families including, but not limited to,
         TRICARE Prime, TRICARE Extra and

                                       24
<PAGE>

         TRICARE Standard, and any successor to or predecessor thereof
         (including, without limitation, CHAMPUS).

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

         1.2      Computation of Time Periods and Other Definitional Provisions.

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

         1.3      Accounting Terms/Calculation of Financial Covenants.

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

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

                                       25
<PAGE>

         1.4      Time.

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


                                    SECTION 2

                                CREDIT FACILITIES

         2.1      Revolving Loans.

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

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

                  (c) Funding of Loans. Upon receipt of a Notice of Borrowing,
         the Administrative Agent shall promptly inform the Lenders as to the
         terms thereof. Each Lender shall make its Revolving Loan Commitment
         Percentage of the requested Revolving Loans available to the
         Administrative Agent by 1:00 p.m. on the date specified in the Notice
         of Borrowing by deposit, in Dollars, of immediately available funds at
         the Agency Services Address. The amount of the requested Revolving
         Loans will then be made available to the Borrower by the Administrative
         Agent as directed by the Borrower, to the extent the amount of such
         Revolving Loans are made available to the Administrative Agent.

                                       26
<PAGE>

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

                  (d) Reductions of Revolving Committed Amount. Upon at least
         three Business Days' prior written notice, the Borrower shall have the
         right to permanently reduce, without premium or penalty, all or part of
         the aggregate unused amount of the Revolving Committed Amount at any
         time or from time to time; provided that (i) each partial reduction
         shall be in an aggregate amount at least equal to $10,000,000 and in
         integral multiples of $1,000,000 above such amount and (ii) no
         reduction shall be made which would reduce the Revolving Committed
         Amount to an amount less than the aggregate amount of outstanding
         Revolving Loans plus the aggregate amount of outstanding LOC
         Obligations plus the aggregate amount of outstanding Competitive Bid
         Loans plus the aggregate amount of outstanding Swing Line Loans. Any
         reduction in (or termination of) the Revolving Committed Amount
         pursuant to this Section 2.1(d) shall be permanent and may not be
         reinstated. The Administrative Agent shall immediately notify the
         Lenders of any reduction in the Revolving Committed Amount pursuant to
         this Section 2.1(d).

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

                                       27
<PAGE>

         2.2      Letter of Credit Subfacility.

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

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

                  (c)      Participations.

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

                           (ii) Each Participant, upon issuance of a Letter of
                  Credit, shall be deemed to have purchased without recourse a
                  risk participation from the Issuing Lender in such Letter of
                  Credit and each LOC Document related thereto and the

                                       28
<PAGE>

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

                  (d) Reimbursement. In the event of any drawing under any
         Letter of Credit, the Issuing Lender will promptly notify the Borrower.
         Unless the Borrower shall immediately notify the Issuing Lender of its
         intent to otherwise reimburse the Issuing Lender, the Borrower shall be
         deemed to have requested a Revolving Loan at the Base Rate in the
         amount of the drawing, the proceeds of which will be used to satisfy
         the reimbursement obligations. The Borrower shall reimburse the Issuing
         Lender on the day of drawing under any Letter of Credit either with the
         proceeds of such Revolving Loan obtained hereunder or otherwise in same
         day funds as provided herein or in the LOC Documents. The Borrower's
         reimbursement obligations hereunder shall be absolute and unconditional
         under all circumstances irrespective of (but without waiver of) any
         rights of set-off, counterclaim or defense to payment the applicable
         account party or the Borrower may claim or have against the Issuing
         Lender, the Administrative Agent, the Lenders, the beneficiary of the
         Letter of Credit drawn upon or any other Person, including without
         limitation, any defense based on any failure of the applicable account
         party, the Borrower or any other Credit Party to receive consideration
         or the legality, validity, regularity or unenforceability of the Letter
         of Credit. The Issuing Lender will promptly notify the Participants of
         the amount of any unreimbursed drawing and each Participant shall
         promptly pay to the Issuing Lender, in Dollars and in immediately
         available funds, the amount of such Participant's Revolving Loan
         Commitment Percentage of such unreimbursed drawing. Such payment shall
         be made on the day such notice is received by such Lender from the
         Issuing Lender if such notice is received at or before 12:00 Noon,
         otherwise such payment shall be made at or before 2:00 p.m. on the
         Business Day next succeeding the day such notice is received. If such
         Participant does not pay such amount to the Issuing Lender in full upon
         such request, such Participant shall, on demand, pay to the Issuing
         Lender interest on the unpaid amount during the period from the date
         the Participant received the notice regarding the unreimbursed drawing
         until such Participant pays such amount to the Issuing Lender in full
         at a rate per annum equal to, if paid within two Business Days of the
         date of drawing, the Federal Funds Rate and thereafter

                                       29
<PAGE>

         at a rate equal to the Base Rate plus two percent (2%) per annum. Each
         Participant's obligation to make such payment to the Issuing Lender,
         and the right of the Issuing Lender to receive the same, shall be
         absolute and unconditional, shall not be affected by any circumstance
         whatsoever and without regard to the termination of this Credit
         Agreement or the Commitments hereunder, the existence of a Default or
         Event of Default or the acceleration of the obligations hereunder and
         shall be made without any offset, abatement, withholding or reduction
         whatsoever. Simultaneously with the making of each such payment by a
         Participant to the Issuing Lender, such Participant shall,
         automatically and without any further action on the part of the Issuing
         Lender or such Participant, acquire a participation in an amount equal
         to such payment (excluding the portion of such payment constituting
         interest owing to the Issuing Lender) in the related unreimbursed
         drawing portion of the LOC Obligation and in the interest thereon and
         in the related LOC Documents, and shall have a claim against the
         Borrower and the other Credit Parties with respect thereto.

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

                                       30
<PAGE>

         two Business Days of such date, the Federal Funds Rate, and thereafter
         at a rate equal to the Base Rate plus two percent (2%) per annum.

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

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

                  (h)      Responsibility of Issuing Lender.

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

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

                                       31
<PAGE>

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

                  (j)      Indemnification of Issuing Lender.

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

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

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

                                       32
<PAGE>

                  be liable for any failure by the Issuing Lender or anyone else
                  to pay any drawing under any Letter of Credit as a result of
                  any Government Acts or any other cause beyond the control of
                  the Issuing Lender.

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

                           (v) Notwithstanding anything to the contrary
                  contained in this subsection (j), the Borrower shall have no
                  obligation to indemnify the Issuing Lender in respect of any
                  liability incurred by the Issuing Lender arising out of the
                  gross negligence or willful misconduct of the Issuing Lender,
                  as determined by a court of competent jurisdiction.

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

         2.3      Swing Line Loans Subfacility.

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

                  (b) Method of Borrowing and Funding Swing Line Loans. By no
         later than 1:00 p.m. on the date of the requested borrowing of Swing
         Line Loans, the Borrower shall provide telephone notice to the Swing
         Line Lender, followed promptly by a written Swing Line Loan Request in
         the form of Exhibit 2.3(b) (which may be submitted by telecopy)

                                       33
<PAGE>

         setting forth (i) the amount of the requested Swing Line Loan and (ii)
         the date of the requested Swing Line Loan and complying in all respects
         with Section 5.2. The Swing Line Lender shall initiate the transfer of
         funds representing the Swing Line Loan advance to the Borrower by 3:00
         p.m. on the Business Day of the requested borrowing.

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

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

                                       34
<PAGE>

         2.4      Competitive Bid Loans Subfacility.

                  (a) Competitive Bid Loans. Subject to the terms and conditions
         set forth herein, the Borrower may, from time to time, during the
         period from the Closing Date to the Maturity Date, request, in Dollars,
         and each Lender may, in its sole discretion, agree to make loans to the
         Borrower in accordance with the terms of this Section 2.4 (each a
         "Competitive Bid Loan" and collectively the "Competitive Bid Loans");
         provided, however, that (i) the sum of the aggregate amount of
         outstanding Revolving Loans plus the aggregate amount of outstanding
         Competitive Bid Loans plus the aggregate amount of outstanding Swing
         Line Loans plus the aggregate amount of outstanding LOC Obligations
         shall not exceed the Revolving Loan Commitment, (ii) the aggregate
         amount of Competitive Bid Loans outstanding at any one time cannot
         exceed $200,000,000 and (iii) if a Lender does make a Competitive Bid
         Loan it shall not reduce such Lender's obligation to make its pro rata
         share of any Revolving Loan.

                  (b) Competitive Bid Requests. The Borrower may solicit
         Competitive Bids by delivery of a Competitive Bid Request to the
         Administrative Agent by 11:00 a.m. on a Business Day not less than one
         nor more than five Business Days prior to the date of the requested
         Competitive Bid Loan. A Competitive Bid Request must be substantially
         in the form of Exhibit 2.4(b) and shall specify (i) the date of the
         requested Competitive Bid Loan (which shall be a Business Day), (ii)
         the amount of the requested Competitive Bid Loan and (iii) the
         applicable Interest Period or Interest Periods requested and be
         accompanied by the Competitive Bid Fee. The Agent shall notify the
         Lenders of its receipt of a Competitive Bid Request and the contents
         thereof and invite the Lenders to submit Competitive Bids in response
         thereto. The Borrower may not request a Competitive Bid for more than
         four different Interest Periods per Competitive Bid Request and
         Competitive Bid Requests may be made no more frequently than six times
         every calendar month.

                  (c) Competitive Bid Procedure. Each Lender may, in its sole
         discretion, make one or more Competitive Bids to the Borrower in
         response to a Competitive Bid Request. Each Competitive Bid must be
         received by the Administrative Agent not later than 11:00 a.m. on the
         proposed date of the requested Competitive Bid Loan; provided, however,
         that should the Administrative Agent, in its capacity as a Lender,
         desire to submit a Competitive Bid it shall notify the Borrower of its
         Competitive Bid and the terms thereof not later than 15 minutes prior
         to the time the other Lenders are required to submit their Competitive
         Bid. A Lender may offer to make all or part of the requested
         Competitive Bid Loan and may submit multiple Competitive Bids in
         response to a Competitive Bid Request. Any Competitive Bid must specify
         (i) the particular Competitive Bid Request as to which the Competitive
         Bid is submitted, (ii) the minimum (which shall be not less than
         $10,000,000 and integral multiples of $1,000,000 in excess thereof) and
         maximum principal amounts of the requested Competitive Bid Loan or
         Loans as to which the Lender is willing to make and (iii) the
         applicable interest rate or rates and Interest Period or Interest
         Periods therefor. A Competitive Bid submitted by a Lender in accordance
         with the provisions hereof shall be irrevocable. The Administrative
         Agent shall promptly notify the Borrower of all Competitive Bids made
         and the terms

                                       35
<PAGE>

         thereof. The Administrative Agent shall send a copy of each of the
         Competitive Bids to the Borrower and each of the Lenders for its
         records as soon as practicable.

                  (d) Acceptance of Competitive Bids. The Borrower may, in its
         sole discretion, subject only to the provisions of this subsection (d),
         accept or refuse any Competitive Bid offered to it. To accept a
         Competitive Bid, the Borrower shall give oral notification of its
         acceptance of any or all such Competitive Bids (which shall be promptly
         confirmed in writing) to the Administrative Agent by 12:00 noon on the
         proposed date of the Competitive Bid Loan; provided, however, (i) the
         failure by the Borrower to give timely notice of its acceptance of a
         Competitive Bid shall be deemed to be a refusal thereof, (ii) to the
         extent Competitive Bids are for comparable Interest Periods, the
         Borrower may accept Competitive Bids only in ascending order of rates,
         (iii) the aggregate amount of Competitive Bids accepted by the Borrower
         shall not exceed the principal amount specified in the Competitive Bid
         Request, (iv) if the Borrower shall accept a bid or bids made at a
         particular Competitive Bid Rate, but the amount of such bid or bids
         shall cause the total amount of bids to be accepted by the Borrower to
         be in excess of the amount specified in the Competitive Bid Request,
         then the Borrower shall accept a portion of such bid or bids in an
         amount equal to the amount specified in the Competitive Bid Request
         less the amount of all other Competitive Bids accepted with respect to
         such Competitive Bid Request, which acceptance in the case of multiple
         bids at such Competitive Bid Rate, shall be made pro rata in accordance
         with the amount of each such bid at such Competitive Bid Rate and (v)
         no bid shall be accepted for a Competitive Bid Loan unless such
         Competitive Bid Loan is in a minimum principal amount of $10,000,000
         and integral multiples of $1,000,000 in excess thereof, except that
         where a portion of a Competitive Bid is accepted in accordance with the
         provisions of clause (iv) of subsection (d) hereof, then in a minimum
         principal amount of $500,000 and integral multiples of $100,000 (but
         not in any event less than the minimum amount specified in the
         Competitive Bid), and in calculating the pro rata allocation of
         acceptances of portions of multiple bids at a particular Competitive
         Bid Rate pursuant to clause (iv) of subsection (d) hereof, the amounts
         shall be rounded to integral multiples of $100,000 in a manner which
         shall be in the discretion of the Borrower. A notice of acceptance of a
         Competitive Bid given by the Borrower in accordance with the provisions
         hereof shall be irrevocable. The Administrative Agent shall, not later
         than 1:00 p.m. on the proposed date of such Competitive Bid Loan,
         notify each bidding Lender whether or not its Competitive Bid has been
         accepted (and if so, in what amount and at what Competitive Bid Rate),
         and each successful bidder will thereupon become bound, subject to the
         other applicable conditions hereof, to make the Competitive Bid Loan in
         respect of which its bid has been accepted.

                  (e) Funding of Competitive Bid Loans. Each Lender which is to
         make a Competitive Bid Loan shall make its Competitive Bid Loan
         available to the Administrative Agent by 2:00 p.m. on the date
         specified in the Competitive Bid Request by deposit of immediately
         available funds at the Agency Services Address or at such other address
         as the Administrative Agent may designate in writing. The
         Administrative Agent will, upon receipt, make the proceeds of such
         Competitive Bid Loans available to the Borrower.

                                       36
<PAGE>

                  (f) Maturity of Competitive Bid Loans. Each Competitive Bid
         Loan shall mature and be due and payable in full on the last day of the
         Interest Period applicable thereto. Unless the Borrower shall give
         notice to the Administrative Agent otherwise (or repays such
         Competitive Bid Loan), or a Default or Event of Default exists and is
         continuing, the Borrower shall be deemed to have requested Revolving
         Loans from all of the Lenders (in the amount of the maturing
         Competitive Bid Loan and accruing interest at the Base Rate), the
         proceeds of which will be used to repay such Competitive Bid Loan.

                  (g) Competitive Bid Loan Notes. The Competitive Bid Loans made
         by each Lender shall be evidenced by a duly executed promissory note of
         the Borrower to each Lender that requests a Competitive Bid Loan Note
         in substantially the form of Exhibit 2.4(g).

         2.5      Term Loans.

                  (a) Term Loan. Subject to the terms and conditions set forth
         herein, each Lender severally agrees, on the Effective Date, to make a
         term loan (collectively, the "Term Loans") to the Borrower, in Dollars,
         in an amount equal to such Lender's Term Loan Commitment Percentage, if
         any, of the Term Loan Committed Amount; provided that the aggregate
         amount of such Term Loans made on the Effective Date shall not exceed
         the Term Loan Committed Amount. Once repaid, Term Loans cannot be
         reborrowed.

                  (b) Funding of Term Loans. On the Effective Date, each
         applicable Lender will make its Term Loan Commitment Percentage of the
         Term Loan Committed Amount available to the Administrative Agent by
         deposit, in Dollars and in immediately available funds, at the offices
         of the Administrative Agent at the Agency Services Address or at such
         other address as the Administrative Agent may designate in writing. The
         amount of the Term Loans will then be made available to the Borrower by
         the Administrative Agent by crediting the account of the Borrower on
         the books of such office of the Administrative Agent, to the extent the
         amount of such Term Loans are made available to the Administrative
         Agent.

                  No Lender shall be responsible for the failure or delay by any
         other Lender in its obligation to make a Term Loan hereunder; provided,
         however, that the failure of any Lender to fulfill its obligations
         hereunder shall not relieve any other Lender of its obligations
         hereunder. If the Administrative Agent shall have received an executed
         signature page to this Credit Agreement (whether an original or via
         telecopy) from a Lender, the Administrative Agent may assume that such
         Lender has or will make the amount of its Term Loans available to the
         Administrative Agent on the Effective Date, and the Administrative
         Agent in reliance upon such assumption, may (in its sole discretion but
         without any obligation to do so) make available to the Borrower a
         corresponding amount. If such corresponding amount is not in fact made
         available to the Administrative Agent, the Administrative Agent shall
         be able to recover such corresponding amount from such Lender. If such
         Lender does not pay such corresponding amount forthwith upon the
         Administrative Agent's demand therefor, the Administrative Agent will
         promptly notify the

                                       37
<PAGE>

         Borrower, and the Borrower shall immediately pay such corresponding
         amount to the Administrative Agent. The Administrative Agent shall also
         be entitled to recover from the Lender or the Borrower, as the case may
         be, interest on such corresponding amount in respect of each day from
         the date such corresponding amount was made available by the
         Administrative Agent to the Borrower to the date such corresponding
         amount is recovered by the Administrative Agent at a per annum rate
         equal to (i) from the Borrower at the Adjusted Base Rate and (ii) from
         a Lender at the Federal Funds Rate if paid within two Business Days of
         the date of drawing and thereafter at a rate equal to the Base Rate
         plus two percent (2%) per annum.

                  (c)      Amortization.  The principal amount of the Term Loans
         shall be repaid in quarterly payments on the dates set forth below:

                  --------------------------------------------------------------
                           Principal Amortization        Term Loan Principal
                               Payment Dates            Amortization Payments
                  --------------------------------------------------------------
                                  9/30/01                     $6,562,500
                  --------------------------------------------------------------
                                  12/31/01                    $6,562,500
                  --------------------------------------------------------------
                                  3/31/02                     $6,562,500
                  --------------------------------------------------------------
                                  6/30/02                     $6,562,500
                  --------------------------------------------------------------
                                  9/30/02                     $8,750,000
                  --------------------------------------------------------------
                                  12/31/02                    $8,750,000
                  --------------------------------------------------------------
                                  3/31/03                     $8,750,000
                  --------------------------------------------------------------
                                  6/30/03                     $8,750,000
                  --------------------------------------------------------------
                                  9/30/03                     $8,750,000
                  --------------------------------------------------------------
                                  12/31/03                    $8,750,000
                  --------------------------------------------------------------
                                  3/31/04                     $8,750,000
                  --------------------------------------------------------------
                                  6/30/04                     $8,750,000
                  --------------------------------------------------------------
                                  9/30/04                     $8,750,000
                  --------------------------------------------------------------
                                  12/31/04                    $8,750,000
                  --------------------------------------------------------------
                                  3/31/05                     $8,750,000
                  --------------------------------------------------------------
                                   6/30/05                     $8,750,000
                  --------------------------------------------------------------
                                   9/30/05                    $10,937,500
                  --------------------------------------------------------------
                                  12/31/05                   $10,937,500
                  --------------------------------------------------------------
                                  3/31/06                    $10,937,500
                  --------------------------------------------------------------
                               Maturity Date                 $10,937,500
                  --------------------------------------------------------------

                  (d) Term Notes. The portion of the Term Loans made by each
         Lender shall be evidenced by a duly executed promissory note of the
         Borrower to each Lender that requests a Term Note in substantially the
         form of Exhibit 2.5(d).

         2.6      Continuations and Conversions.

         Subject to the terms below, the Borrower shall have the option, on any
Business Day, to continue existing Eurodollar Loans for a subsequent Interest
Period, to convert Base Rate Loans into Eurodollar Loans or to convert
Eurodollar Loans into Base Rate Loans. By no later than 11:00 a.m. (a) on the
date of the requested conversion of a Eurodollar Loan to a Base Rate Loan or (b)
three Business Days prior to the date of the requested continuation of a
Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the
Borrower shall provide telephonic notice

                                       38
<PAGE>

to the Administrative Agent, followed promptly by a written Notice of
Continuation/Conversion, in the form of Exhibit 2.6 setting forth (i) whether
the Borrower wishes to continue or convert such Loans, (ii) if the request is to
continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the
Interest Period applicable thereto and (iii) whether the Loans to be continued
or converted are Revolving Loans or Term Loans. Notwithstanding anything herein
to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may
only be continued or converted into Base Rate Loans on the last day of the
Interest Period applicable thereto, (B) Eurodollar Loans may not be continued
nor may Base Rate Loans be converted into Eurodollar Loans during the existence
and continuation of a Default or an Event of Default, (C) any request to
continue a Eurodollar Loan that fails to comply with the terms hereof or any
failure to request a continuation of a Eurodollar Loan at the end of an Interest
Period shall constitute a conversion to a Base Rate Loan on the last day of the
applicable Interest Period and (D) any failure to state the Interest Period with
respect to the continuation of a Eurodollar Loan or the conversion of a Base
Rate Loan to a Eurodollar Loan shall constitute a request for a one month
Interest Period. It is understood and agreed that Competitive Bid Loans and
Swing Line Loans may not be continued or converted.

         2.7      Minimum Amounts.

         Each request for a borrowing, conversion or continuation shall be
subject to the requirements that (a) each Eurodollar Loan and each Competitive
Bid Loan shall be in a minimum amount of $10,000,000 and in integral multiples
of $1,000,000 in excess thereof, (b) each Base Rate Loan shall be in a minimum
amount of the lesser of $5,000,000 (and in integral multiples of $1,000,000 in
excess thereof) or the remaining amount available under the Revolving Committed
Amount or the remaining amount of outstanding Term Loans, as applicable, (c)
each Swing Line Loan shall be in a minimum amount of the lesser of $1,000,000
(and in integral multiples of $100,000 in excess thereof) or the remaining
amount available under the Swing Line Committed Amount and (d) no more than ten
Eurodollar Loans shall be outstanding hereunder at any one time. For the
purposes of this Section 2.7, all Eurodollar Loans with the same Interest
Periods that begin and end on the same date shall be considered as one
Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if
they begin on the same date, shall be considered as separate Eurodollar Loans.


                                    SECTION 3

                          GENERAL PROVISIONS APPLICABLE
                         TO LOANS AND LETTERS OF CREDIT

         3.1      Interest.

                  (a) Interest Rate. Subject to Section 3.1(b), (i) all Base
         Rate Loans shall accrue interest at the Base Rate, (ii) all Eurodollar
         Loans shall accrue interest at the Adjusted Eurodollar Rate, (iii) all
         Swing Line Loans shall accrue interest at the Base Rate and (iv) all
         Competitive Bid Loans shall accrue interest at the applicable
         Competitive Bid Rate with respect to each Competitive Bid Loan.

                                       39
<PAGE>

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

                  (c) Interest Payments. Interest on Loans shall be due and
         payable in arrears on each Interest Payment Date.

         3.2      Place and Manner of Payments.

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

         3.3      Prepayments.

                  (a) Voluntary Prepayments. The Borrower shall have the right
         to prepay Loans in whole or in part from time to time without premium
         or penalty; provided, however, that (i) Eurodollar Loans may only be
         prepaid on three Business Days' prior written notice to the
         Administrative Agent, (ii) each such partial prepayment of Eurodollar
         Loans or Base Rate Loans shall be in the minimum principal amount of
         $5,000,000 and integral multiples of $1,000,000, (iii) each such
         partial prepayment of Swing Line Loans shall be in the minimum
         principal amount of $1,000,000 and integral multiples of $100,000, (iv)
         Competitive Bid Loans may not be prepaid unless a breakage fee equal to
         the amount of damages suffered by the Lender (other than loss of
         anticipated profits) whose Competitive Bid Loan is prepaid is paid to
         such Lender (as determined by such Lender in its reasonable discretion)
         and (v) voluntary prepayments of Term Loans shall be applied first to
         the next scheduled principal payment and then to the remaining
         scheduled principal payments pro rata among

                                       40
<PAGE>

         all such remaining payments. Amounts prepaid pursuant to this Section
         3.3(a) shall be applied as the Borrower may elect; however, if the
         Borrower fails to specify, such prepayment will be applied in the
         manner set forth in Section 3.3(c) below. All prepayments under this
         Section 3.3(a) shall be subject to Section 3.14

                  (b) Mandatory Prepayments. If at any time (i) the sum of the
         aggregate amount of outstanding Revolving Loans plus the aggregate
         amount of outstanding LOC Obligations plus the aggregate amount of
         outstanding Competitive Bid Loans plus the aggregate amount of
         outstanding Swing Line Loans exceeds the Revolving Committed Amount,
         (ii) the aggregate amount of outstanding Swing Line Loans exceeds the
         Swing Line Committed Amount, (iii) the aggregate amount of outstanding
         LOC Obligations exceeds the LOC Committed Amount or (iv) the amount of
         outstanding Competitive Bid Loans exceeds $200,000,000, the Borrower
         shall immediately make a principal payment to the Administrative Agent
         (or with respect to LOC Obligations an amount to be held as cash
         collateral) in a manner and in an amount necessary to be in compliance
         with Sections 2.1, 2.2, 2.3 and 2.4, as applicable and as directed by
         the Administrative Agent (any such prepayment with respect to clause
         (i) above to be applied as set forth in Section 3.3(c) below).

                  (c) Application of Prepayments. All amounts paid pursuant to
         Section 3.3(a), if the Borrower has not otherwise elected an
         application of such amounts, shall be applied first to Term Loans
         (first to the next scheduled principal payment and then to the
         remaining scheduled principal payments pro rata among all such
         remaining payments), second to Swing Line Loans, third to Revolving
         Loans (first to Base Rate Loans and then to Eurodollar Loans in direct
         order of Interest Period Maturities), fourth, pro rata, to Competitive
         Bid Loans and fifth to a cash collateral account in respect of LOC
         Obligations. All amounts required to be prepaid pursuant to Section
         3.3(b)(i) shall be applied first to Revolving Loans (first to Base Rate
         Loans and then to Eurodollar Loans in direct order of Interest Period
         maturities), second to Swing Line Loans, third, pro rata, to
         Competitive Bid Loans and fourth to a cash collateral account in
         respect of LOC Obligations. All prepayments hereunder shall be subject
         to Section 3.14.

                  (d) Revision of Amortization Schedule. If the Borrower makes a
         prepayment in accordance with this Section 3.3, the Administrative
         Agent shall recalculate the outstanding principal amount of the Term
         Loans following such prepayment, reschedule the remaining amortization
         payments as agreed by the Borrower, and promptly distribute to the
         Borrower and to each of the Lenders a revised version of the schedule
         which appears in Section 2.5(c).

         3.4      Fees.

                  (a) Facility Fees. In consideration of the Revolving Committed
         Amount being made available by the Lenders hereunder, the Borrower
         agrees to pay to the Administrative Agent, for the pro rata benefit of
         each Lender (based on such Lender's Revolving Loan Commitment
         Percentage of the Revolving Committed Amount), a per annum fee equal to
         the Applicable Percentage for Facility Fees (the "Facility Fees"). The
         Facility Fees shall

                                       41
<PAGE>

         commence to accrue on the Effective Date and shall be due and payable
         in arrears on the last day of each fiscal quarter (beginning with the
         fiscal quarter ending September 30, 2001) of the Borrower (as well as
         on the Maturity Date and on any date that the Revolving Committed
         Amount is reduced) for the immediately preceding fiscal quarter, or
         portion thereof, (or with respect to the fiscal quarter ending
         September 30, 2001, for the period from the Closing Date to September
         30, 2001).

                  (b)      Letter of Credit Fees.

                           (i) Letter of Credit Fees. In consideration of the
                  issuance of Letters of Credit hereunder, the Borrower agrees
                  to pay to the Issuing Lender, for the pro rata benefit of each
                  Lender (based on each Lender's Commitment Percentage), a per
                  annum fee (the "Letter of Credit Fees") equal to the
                  Applicable Percentage for the Letter of Credit Fees on the
                  average daily maximum amount available to be drawn under each
                  such Letter of Credit from the date of issuance to the date of
                  expiration. The Letter of Credit Fees will be payable in
                  arrears on the last day of each fiscal quarter (beginning with
                  the fiscal quarter ending September 30, 2001) of the Borrower
                  (as well as on the Maturity Date) for the immediately
                  preceding fiscal quarter, or portion thereof, (or with respect
                  to the fiscal quarter ending September 30, 2001, for the
                  period from the Closing Date to September 30, 2001).

                           (ii) Issuing Lender Fees. In addition to the Letter
                  of Credit Fees payable pursuant to subsection (i) above, the
                  Borrower shall pay to the Issuing Lender for its own account,
                  without sharing by the other Lenders, (A) the customary,
                  incidental and/or out of pocket charges from time to time to
                  the Issuing Lender for its services in connection with the
                  issuance, amendment, payment, transfer, administration,
                  cancellation and conversion of, and drawings under, Letters of
                  Credit and (B) a letter of credit fronting fee of .125% per
                  annum of the face amount of each Letter of Credit
                  (collectively, the "Issuing Lender Fees"), such fee to be
                  payable quarterly on the last day of each fiscal quarter of
                  the Borrower (beginning with the fiscal quarter ending
                  September 30, 2001) and on the Maturity Date.

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

         3.5      Payment in full at Maturity.

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

         3.6      Computations of Interest and Fees.

                  (a) Except for Base Rate Loans and Swing Line Loans that are
         based upon the Prime Rate, in which case interest shall be computed on
         the basis of the actual number of


                                       42
<PAGE>

         days elapsed over a year of 365 or 366 days, as the case may be, all
         computations of interest and fees hereunder shall be made on the basis
         of the actual number of days elapsed over a year of 360 days. Interest
         shall accrue from and include the date of borrowing (or continuation or
         conversion) but exclude the date of payment.

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

         3.7      Pro Rata Treatment.

         Except to the extent otherwise provided herein:

                  (a) Revolving Loans and Term Loans. Each Revolving Loan
         borrowing (including, without limitation, each Mandatory Borrowing),
         each payment or prepayment of principal of any Revolving Loan or Term
         Loan, each payment of fees (other than the Issuing Lender Fees retained
         by the Issuing Lender for its own account and the Administrative Fees
         retained by the Administrative Agent for its own account), each
         reduction of the Revolving Committed Amount, and each conversion or
         continuation of any Revolving Loan or the Term Loans, shall (except as
         otherwise provided in Section 3.11) be allocated pro rata

                                       43
<PAGE>

         among the relevant Lenders in accordance with the respective Revolving
         Loan Commitment Percentages or Term Loan Commitment Percentages of such
         Lenders, as applicable, (or, if the Commitments of such Lenders have
         expired or been terminated, in accordance with the respective principal
         amounts of the outstanding Revolving Loans, Term Loans and
         Participation Interests of such Lenders); provided that, if any Lender
         shall have failed to pay its applicable pro rata share of any Revolving
         Loan or Term Loan, then any amount to which such Lender would otherwise
         be entitled pursuant to this subsection (a) shall instead be payable to
         the Administrative Agent until the share of such Loan not funded by
         such Lender has been repaid; provided further, that in the event any
         amount paid to any Lender pursuant to this subsection (a) is rescinded
         or must otherwise be returned by the Administrative Agent, each Lender
         shall, upon the request of the Administrative Agent, repay to the
         Administrative Agent the amount so paid to such Lender, with interest
         for the period commencing on the date such payment is returned by the
         Administrative Agent until the date the Administrative Agent receives
         such repayment at a rate per annum equal to, during the period to but
         excluding the date two Business Days after such request, the Federal
         Funds Rate, and thereafter, the Base Rate plus two percent (2%) per
         annum; and

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

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

         3.8      Sharing of Payments.

         The Lenders agree among themselves that, except to the extent otherwise
provided herein, in the event that any Lender shall obtain payment in respect of
any Loan, unreimbursed drawing with respect to any LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a

                                       44
<PAGE>

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

         3.9      Capital Adequacy/Regulation D.

                  (a) If, after the date thereof, any Lender determines that the
         introduction after the Closing Date of any law, rule or regulation or
         other Requirement of Law regarding capital adequacy or any change
         therein or in the interpretation thereof, or compliance by such Lender
         (or its Lending Office) therewith, has or would have the effect of
         reducing the rate of return on the capital or assets of such Lender or
         any corporation controlling such Lender as a consequence of such
         Lender's obligations hereunder (taking into consideration its policies
         with respect to capital adequacy and such Lender's desired return on
         capital), then from time to time upon demand of such Lender (with a
         copy of such demand to the Administrative Agent), the Borrower shall
         pay to such Lender such additional amounts as will compensate such
         Lender for such reduction.

                  (b) The Borrower shall pay to each Lender, as long as such
         Lender shall be required under regulations of the Board of Governors of
         the Federal Reserve System of the United States of America to maintain
         reserves with respect to liabilities or assets consisting of or
         including Eurocurrency funds or deposits (currently known as
         "Eurocurrency liabilities"), additional interest on the unpaid
         principal amount of each Eurodollar Loan

                                       45
<PAGE>

         equal to (i) (A) the applicable Eurodollar Rate divided by (B) one
         minus the Eurodollar Reserve Percentage minus (ii) the applicable
         Eurodollar Rate. Such additional interest shall be due and payable on
         each date on which interest is payable on such Loan; provided the
         Borrower shall have received at least five days' prior notice (with a
         copy to the Administrative Agent) of such additional interest from such
         Lender. If a Lender fails to give notice five days prior to the
         relevant Interest Payment Date, such additional interest shall be due
         and payable five days from the receipt by the Borrower of such notice.

         3.10     Inability To Determine Interest Rate.

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

         3.11     Illegality.

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

                                       46
<PAGE>

         3.12     Requirements of Law.

         If any Lender determines that as a result of the introduction of or any
change in, or in the interpretation of, any Requirement of Law, or such Lender's
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Loans or (as the
case may be) issuing or participating in Letters of Credit, or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.13 shall govern) and (ii) reserve requirements utilized in the
determination of the Eurodollar Rate), then from time to time, within 10 days of
demand of such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction in yield.

         3.13     Taxes.

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

                  (b) In addition, each Credit Party agrees to pay any and all
         present or future stamp, court or documentary taxes and any other
         excise or property taxes or charges or similar levies which arise from
         any payment made under any Credit Document or from

                                       47
<PAGE>

         the execution, delivery, performance, enforcement or registration of,
         or otherwise with respect to, any Credit Document (hereinafter referred
         to as "Other Taxes").

                  (c) If a Credit Party shall be required to deduct or pay any
         Taxes or Other Taxes from or in respect of any sum payable under any
         Credit Document to the Administrative Agent or any Lender, such Credit
         Party shall also pay to the Administrative Agent (for the account of
         such Lender) or to such Lender, at the time interest is paid, such
         additional amount that such Lender reasonably specifies by written
         notice to such Credit Party as necessary to preserve the after-tax
         yield (after factoring in all taxes, including taxes imposed on or
         measured by net income) such Lender would have received if such Taxes
         or Other Taxes had not been imposed; provided that if such Lender fails
         to provide such notice to such Credit Party before the date which is
         five days prior to the date such interest is paid, such Credit Party
         shall pay at the time such interest is paid such amount as such Credit
         Party reasonably estimates will preserve such Lender's after-tax yield
         (after factoring in only such Taxes or Other Taxes) and pay the balance
         within five days after receiving such notice.

                  (d) Each Credit Party agrees to indemnify the Administrative
         Agent and each Lender for (i) the full amount of Taxes and Other Taxes
         (including any Taxes or Other Taxes imposed or asserted by any
         jurisdiction on amounts payable under this Section 3.13(d)) paid by the
         Administrative Agent and such Lender, and (ii) any liability (including
         penalties, interest and reasonable expenses) arising therefrom or with
         respect thereto.

                  (e) In the case of any payment hereunder or under any other
         Credit Document by or on behalf of a Credit Party through an account or
         branch outside the United States, or on behalf of a Credit Party by a
         payor that is not a United States person, if such Credit Party
         determines that no taxes are payable in respect thereof, such Credit
         Party shall furnish, or shall cause such payor to furnish, to the
         Administrative Agent, an opinion of counsel reasonably acceptable to
         the Administrative Agent stating that such payment is exempt from
         Taxes. For purposes of this subsection (e), the terms "United States"
         and "United States person" shall have the meanings specified in Section
         7701 of the Code.

                  (f) Each Lender that is a foreign corporation, foreign
         partnership or foreign trust within the meaning of the Code shall
         deliver to the Administrative Agent, prior to receipt of any payment
         subject to withholding under the Code, two duly signed completed copies
         of either IRS Form W-8BEN or any successor thereto (relating to such
         Lender and entitling it to an exemption from, or reduction of,
         withholding tax on all payments to be made to such Lender by the Credit
         Parties pursuant to this Agreement) or IRS Form W-8ECI or any successor
         thereto (relating to all payments to be made to such Lender by a Credit
         Party pursuant to this Agreement), as appropriate, or such other
         evidence satisfactory to the Borrower and the Administrative Agent that
         such Lender is entitled to an exemption from, or reduction of, United
         States withholding tax. Thereafter and from time to time, each such
         Lender shall (i) promptly submit to the Administrative Agent such
         additional duly completed and signed copies of one of such forms (or
         such successor forms as shall be adopted from time to time by the
         relevant United States

                                       48
<PAGE>

         taxing authorities), as appropriate, as may reasonably be requested by
         the Borrower or the Administrative Agent and then be available under
         then current United States laws and regulations to avoid, or such
         evidence as is satisfactory to the Borrower and the Administrative
         Agent of any available exemption from or reduction of, United States
         withholding taxes in respect of all payments to be made to such Lender
         by the Borrower pursuant to this Agreement, (ii) promptly notify the
         Agent of any change in circumstances which would modify or render
         invalid any claimed exemption or reduction, and (iii) take such steps
         as shall not be materially disadvantageous to it, in the reasonable
         judgment of such Lender, and as may be reasonably necessary (including
         the re-designation of its Lending Office) to avoid any Requirement of
         Law that the Credit Parties make any deduction or withholding for taxes
         from amounts payable to such Lender. If the forms or other evidence
         provided by such Lender at the time such Lender first becomes a party
         to this Agreement indicate a United States interest withholding tax
         rate in excess of zero, withholding tax at such rate shall be
         considered excluded from Taxes unless and until such Lender provides
         the appropriate forms certifying that a lesser rate applies, whereupon
         withholding tax at such lesser rate only shall be considered excluded
         from Taxes for periods governed by such forms; provided, however, that,
         if at the date of any assignment pursuant to which a Lender becomes a
         party to this Agreement, the Lender assignor was entitled to payments
         under subsection (a) of this Section 3.13 in respect of United States
         withholding tax with respect to interest paid at such date, then, to
         such extent, the term Taxes shall include (in addition to withholding
         taxes that may be imposed in the future or other amounts otherwise
         includable in Taxes) United States withholding tax, if any, applicable
         with respect to the Lender assignee on such date. If such Lender fails
         to deliver the above forms or other evidence, then the Administrative
         Agent may withhold from any interest payment to such Lender an amount
         equal to the applicable withholding tax imposed by Sections 1441 and
         1442 of the Code, without reduction. If any Governmental Authority
         asserts that the Administrative Agent did not properly withhold any tax
         or other amount from payments made in respect of such Lender, such
         Lender shall indemnify the Administrative Agent therefor, including all
         penalties and interest, any taxes imposed by any jurisdiction on the
         amounts payable to the Administrative Agent under this Section 3.13(f),
         and costs and expenses (including Attorney Costs) of the Administrative
         Agent. For any period with respect to which a Lender has failed to
         provide the Borrower with the above forms or other evidence (other than
         if such failure is due to a change in the applicable law, or in the
         interpretation or application thereof, occurring after the date on
         which such form or other evidence originally was required to be
         provided or if such form or other evidence otherwise is not required,
         such Lender shall not be entitled to indemnification under subsection
         (a) or (c) of this Section 3.13 with respect to Taxes imposed by the
         United States by reason of such failure; provided, however, that should
         a Lender become subject to Taxes because of its failure to deliver such
         form or other evidence required hereunder, the Borrower shall take such
         steps as such Lender shall reasonably request to assist such Lender in
         recovering such Taxes. (v) The obligation of the Lenders under this
         Section 3.13(f) shall survive the payment of all Obligations and the
         resignation or replacement of the Administrative Agent.

                                       49
<PAGE>

                  (g) In the event that an additional payment is made under
         Section 3.13(a) or (c) for the account of any Lender and such Lender,
         in its reasonable judgment, determines that it has finally and
         irrevocably received or been granted a credit against or release or
         remission for, or repayment of, any tax paid or payable by it in
         respect of or calculated with reference to the deduction or withholding
         giving rise to such payment, such Lender shall, to the extent that it
         determines that it can do so without prejudice to the retention of the
         amount of such credit, relief, remission or repayment, pay to the
         Borrower such amount as such Lender shall, in its reasonable judgment,
         have determined to be attributable to such deduction or withholding and
         which will leave such Lender (after such payment) in no worse position
         than it would have been in if the Borrower had not been required to
         make such deduction or withholding. Nothing herein contained shall
         interfere with the right of a Lender to arrange its tax affairs in
         whatever manner it thinks fit nor oblige any Lender to claim any tax
         credit or to disclose any information relating to its tax affairs or
         any computations in respect thereof or require any Lender to do
         anything that would prejudice its ability to benefit from any other
         credits, reliefs, remissions or repayments to which it may be entitled.

         3.14     Compensation.

         Upon the written demand of any Lender, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

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

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

                  (c) any repayment of a Competitive Bid Loan on a date which is
         not the last day of the Interest Period applicable thereto or any
         failure by the Borrower to borrow a Competitive Bid Loan on the date in
         the amount previously agreed to by the Borrower.

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

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

                                       50
<PAGE>

         3.15     Determination and Survival of Provisions.

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

         3.16     Notification by Lenders.

         Subject to Section 3.13(c), each Lender shall notify the Borrower (and
any applicable Credit Party) of any event that will entitle such Lender to
compensation under Section 3.9, 3.12, 3.13 or 3.14 as promptly as practicable,
but in any event within 90 days after such Lender obtains actual knowledge
thereof; provided, however, that if any Lender fails to give such notice within
90 days after it obtains actual knowledge of such an event, such Lender shall,
with respect to compensation payable pursuant to Section 3.9, 3.12, 3.13 or 3.14
in respect of any costs resulting from such event, only be entitled to payment
under Section 3.9, 3.12, 3.13 or 3.14 for costs incurred from and after the date
90 days prior to the date that such Lender gives such notice. If requested by
the Borrower, each Lender will furnish to Borrower within ten Business Days of
the time the Lender requests compensation under Section 3.9, 3.12, 3.13 or 3.14,
a certificate setting forth the basis, amount and reasonable detail of
computation of each request by such Lender for compensation under Section 3.9,
3.12, 3.13 or 3.14, which certificate shall, except for demonstrable error, be
final, conclusive and binding for all purposes.

         3.17     Mitigation; Mandatory Assignment.

         Each Lender shall use reasonable efforts to avoid or mitigate any
increased cost or suspension of the availability of an interest rate under
Sections 3.9 through 3.14 above to the greatest extent practicable (including
transferring the Loans to another Lending Office or Affiliate of a Lender)
unless, in the reasonable opinion of such Lender, such efforts would be likely
to have an adverse effect upon it. In the event a Lender makes a request to the
Borrower for additional payments in accordance with Section 3.9, 3.11, 3.12,
3.13 or 3.14, then, provided that no Default or Event of Default has occurred
and is continuing at such time, the Borrower may, at its own expense (such
expense to include, without limitation, any transfer fee payable to the
Administrative Agent under Section 11.3(b)) and in its sole discretion, require
such Lender to transfer and assign in whole (but not in part), without recourse
(in accordance with and subject to the terms and conditions of Section 11.3(b)),
all of its interests, rights and obligations under this Credit Agreement to an
Eligible Assignee which shall assume such assigned obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (a)
such assignment shall not conflict with any law, rule or regulation or order of
any court or other Governmental Authority and (b) the Borrower or such assignee
shall have paid to the assigning Lender in immediately available funds the
principal of and interest accrued to the date of such payment on the portion of
the Loans hereunder held by such assigning Lender and all other amounts owed to
such assigning Lender hereunder, including amounts owed pursuant to Sections 3.9
through 3.14 hereof.

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<PAGE>


                                    SECTION 4

                                    GUARANTY

         4.1      Guaranty of Payment.

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

         4.2      Obligations Unconditional.

         The obligations of the Guarantors hereunder are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Credit Documents, or any other agreement or
instrument referred to therein, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.
Each Guarantor agrees that this Guaranty may be enforced by the Lenders without
the necessity at any time of resorting to or exhausting any other security or
collateral and without the necessity at any time of having recourse to the Notes
or any other of the Credit Documents or any collateral, if any, hereafter
securing the Credit Party Obligations or otherwise and each Guarantor hereby
waives the right to require the Lenders to proceed against the Borrower or any
other Person (including a co-guarantor) or to require the Lenders to pursue any
other remedy or enforce any other right. Each Guarantor further agrees that it
shall have no right of subrogation, indemnity, reimbursement or contribution
against the Borrower or any other Guarantor of the Credit Party Obligations for
amounts paid under this Guaranty until such time as the Lenders have been paid
in full, all Commitments under the Credit Agreement have been terminated. Each
Guarantor further agrees that nothing contained herein shall prevent the Lenders
from suing on the Notes or any of the other Credit Documents or foreclosing its
security interest in or Lien on any collateral, if any, securing the Credit
Party Obligations or from exercising any other rights available to it under this
Credit Agreement, the Notes, any other of the Credit Documents, or any other
instrument of security, if any, and the exercise of any of the aforesaid rights
and the completion of any foreclosure proceedings shall not constitute a
discharge of any of any Guarantor's obligations hereunder; it being the purpose
and intent of each Guarantor that its obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances. Neither any
Guarantor's obligations under this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the
liability of the Borrower or by reason of the bankruptcy or insolvency of the
Borrower. Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Credit Party Obligations and notice of or
proof of reliance of by the Administrative Agent or any Lender upon this
Guaranty or acceptance of this Guaranty. The Credit Party Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon

                                       52
<PAGE>

this Guaranty. All dealings between the Borrower and any of the Guarantors, on
the one hand, and the Administrative Agent and the Lenders, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon this Guaranty. The Guarantors further agree to all rights of
set-off as set forth in Section 11.2.

         4.3      Modifications.

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

         4.4      Waiver of Rights.

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

         4.5      Reinstatement.

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

                                       53
<PAGE>

rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.

         4.6      Remedies.

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

         4.7      Limitation of Guaranty.

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

         4.8      Rights of Contribution.

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

         4.9      Release of Guarantors.

         Subject to Section 7.12(b), if any of the Guarantors shall cease to be
a Material Domestic Subsidiary of the Borrower for any reason subject to and in
accordance with the terms of the Credit Agreement, then such Guarantor shall,
automatically and without any further action on the part of any party to any
Credit Document, and upon notice to the Administrative Agent, be fully released
and discharged from all its liabilities and obligations under or in respect of
the Credit Documents to which such Guarantor is a party (other than liabilities
and obligations resulting from a demand on such Guarantor's Guaranty pursuant to
Section 9.2) and, promptly upon the request of the Borrower and at the expense
of the Borrower, the Administrative Agent shall execute such documents and take
such other action as is reasonably requested by the Borrower to evidence the
release and discharge of such Guarantor from all such liabilities and
obligations and

                                       54
<PAGE>

shall, if applicable, certify to the Borrower that such Guarantor has no
liabilities or obligations resulting from a demand on such Guarantor's Guaranty
pursuant to Section 9.2.


                                    SECTION 5

                              CONDITIONS PRECEDENT

         5.1      Closing Conditions.

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

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

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

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

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

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

                           (iv) Good Standing. Copies of certificates of good
                  standing, existence or its equivalent with respect to each
                  Credit Party certified as of a recent date by the appropriate
                  Governmental Authority of the state or other jurisdiction of
                  its formation.

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

                                       55
<PAGE>

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

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

                  (e) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by an Authorized
         Officer of the Borrower as of the Closing Date stating that (i) the
         financial statements and information delivered to the Administrative
         Agent on or before the Closing Date were prepared in good faith and
         that such financial statements were prepared in accordance with GAAP
         and (ii) immediately after giving effect to this Credit Agreement, the
         other Credit Documents and all the transactions contemplated herein or
         therein to occur on such date, (A) each Credit Party is Solvent and the
         Borrower and its Subsidiaries taken as a whole are Solvent, (B) no
         Default or Event of Default exists, (C) all representations and
         warranties contained herein and in the other Credit Documents are true
         and correct in all material respects, and (D) the Credit Parties are in
         compliance with each of the financial covenants set forth in Section
         7.2.

                  (f) Senior Subordinated Notes. Receipt by the Administrative
         Agent of evidence that the holders of at least a majority of the
         Existing Senior Subordinated Notes have agreed to tender their Existing
         Senior Subordinated Notes to the Borrower, upon terms reasonably
         acceptable to the Administrative Agent.

                  (g) Senior Unsecured Notes. Receipt by the Administrative
         Agent of evidence that the Senior Unsecured Notes have been issued on
         terms reasonably acceptable to the Administrative Agent and containing
         terms customary for investment grade issuers and in a principal amount
         not less than $250,000,000.

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

                  (i) Fees and Expenses. Payment by the Credit Parties of all
         fees (and all expenses for which invoices have been presented at least
         three Business Days prior to the Closing Date) owed by them as of the
         Closing Date to the Agents and the Lenders, including, without
         limitation, as set forth in the Fee Letters.

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



                                       56
<PAGE>

         5.2      Conditions to All Extensions of Credit.

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

                  (a) Notice. The Borrower shall have delivered (i) in the case
         of any new Revolving Loan, to the Administrative Agent, an appropriate
         Notice of Borrowing, duly executed and completed, by the time specified
         in Section 2.1, (ii) in the case of any Letter of Credit, to the
         Issuing Lender, an appropriate request for issuance of a Letter of
         Credit in accordance with the provisions of Section 2.2, (iii) in the
         case of any Swing Line Loan, to the Swing Line Lender, a Swing Line
         Loan Request, duly executed and completed, by the time specified in
         Section 2.3, and (iv) in the case of any Competitive Bid Loan, to the
         Administrative Agent, an appropriate Competitive Bid Request, duly
         executed and completed, by the time specified in Section 2.4.

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

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

                  (d) Availability. Immediately after giving effect to the
         making of a Loan (and the application of the proceeds thereof) or to
         the issuance of a Letter of Credit, as the case may be, (i) the sum of
         the outstanding Revolving Loans plus outstanding LOC Obligations plus
         outstanding Swing Line Loans plus outstanding Competitive Bid Loans
         shall not exceed the Revolving Committed Amount, (ii) the sum of
         outstanding LOC Obligations shall not exceed the LOC Committed Amount,
         (iii) the sum of outstanding Swing Line Loans shall not exceed the
         Swing Line Committed Amount and (iv) the sum of outstanding Competitive
         Bid Loans shall not exceed $200,000,000.

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


                                       57
<PAGE>


                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

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

         6.1      Organization and Good Standing.

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

         6.2      Due Authorization.

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

         6.3      Enforceable Obligations.

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

         6.4      No Conflicts.

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

                                       58
<PAGE>

bound which violation would have or would reasonably be expected to have a
Material Adverse Effect, or (d) result in or require the creation of any Lien
upon or with respect to the properties of such Credit Party.

         6.5      Consents.

         Except for consents, approvals and authorizations which have been
obtained or the absence of which would not have or would not reasonably be
expected to have a Material Adverse Effect, no consent, approval, authorization
or order of, or filing, registration or qualification with, any Governmental
Authority, equity owner or third party in respect of any Credit Party is
required in connection with the execution, delivery or performance of this
Credit Agreement or any of the other Credit Documents, or the consummation of
any transaction contemplated herein or therein by such Credit Party.

         6.6      Financial Condition.

         The financial statements delivered to the Administrative Agent and the
Lenders pursuant to Sections 7.1(a) and (b): (a) have been prepared in
accordance with GAAP and (b) present fairly the consolidated financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries as of such date and for such periods. Since December 31, 2000,
there has been no sale, transfer or other disposition by the Borrower or any of
its Subsidiaries of any material part of the business or property of the
Borrower and its Subsidiaries, taken as a whole, or purchase or other
acquisition by any such Person of any business or property (including any
Capital Stock of any other Person) material in relation to the consolidated
financial condition of the Borrower and its Subsidiaries, taken as a whole, in
each case, which, is not (i) reflected in the most recent financial statements
delivered to the Lenders prior to the Closing Date or pursuant to Section 7.1 or
in the notes thereto or (ii) otherwise permitted by the terms of this Credit
Agreement and communicated to the Administrative Agent and the Lenders.

         6.7      No Material Change.

         Except as disclosed on Schedule 6.7, since December 31, 2000, there has
been no development or event relating to or affecting the Borrower or any of its
Subsidiaries which has had or would reasonably be expected to have a Material
Adverse Effect.

         6.8      Disclosure.

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

                                       59
<PAGE>

         6.9      No Default.

         No Default or Event of Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Credit
Agreement and the other Credit Documents.

         6.10     Litigation.

         Except as set forth in Schedule 6.10, no litigation, investigation,
claim, criminal prosecution, civil investigative demand, imposition of criminal
or civil fines and penalties, or any other proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the
Borrower, threatened by or against the Borrower or any of its Subsidiaries or
against any of its or their respective Properties (a) with respect to the Credit
Documents or any Loan or any of the transactions contemplated hereby or (b)
which would reasonably be expected to have a Material Adverse Effect.

         6.11     Taxes.

         The Borrower and each of its Subsidiaries has filed, or caused to be
filed, all material tax returns (federal, state, local and foreign) required to
be filed and has paid (a) all amounts of taxes shown thereon to be due
(including interest and penalties) and (b) all other material taxes, fees,
assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except for such
taxes (i) which are not yet delinquent or (ii) that are being contested in good
faith and by proper proceedings, and against which adequate reserves are being
maintained in accordance with GAAP.

         6.12     Compliance with Law.

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

                  (a) The Borrower and each of its Subsidiaries is in compliance
         with all Requirements of Law (including, without limitation,
         Environmental Laws, ERISA, Medicaid Regulations, Medicare Regulations,
         42 U.S.C.ss.1320a-7b and 42 U.S.C.ss.1395nn) and all material orders,
         writs, injunctions and decrees applicable to it, or to its Properties.

                  (b) (i) Neither the Borrower nor any of its Subsidiaries nor
         any individual employed by the Borrower or any of its Subsidiaries who
         may reasonably be expected to be excluded or suspended from
         participation in any Medical Reimbursement Program for their corporate
         or individual actions or failures to act; and (ii) there is no member
         of management continuing to be employed by the Borrower or any of its
         Subsidiaries who may reasonably be expected to have individual criminal
         culpability for healthcare matters under investigation by any
         Governmental Authority unless such member of management has been,
         within a reasonable period of time after discovery of such actual or
         potential culpability, either suspended or removed from positions of
         responsibility related to those activities under challenge by the
         Governmental Authority.

                                       60
<PAGE>

                  (c) Current billing policies, arrangements, protocols and
         instructions comply with all material requirements of Medical
         Reimbursement Programs and are administered by properly trained
         personnel.

                  (d) Current medical director compensation arrangements and
         other arrangements with referring physicians comply with state and
         federal self-referral and anti-kickback laws, including without
         limitation 42 U.S.C. Section 1320a-7b(b)(1) - (b)(2) and 42 U.S.C.
         Section 1395nn.

         6.13     Licensing and Accreditation.

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

         6.14     Title to Properties, Liens.

         The Borrower and each of its Subsidiaries, is the owner of, and has
good title to, or has a valid license or lease to use, all of its material
Properties. All Liens on the Properties of the Borrower and its Subsidiaries are
Permitted Liens.

         6.15     Insurance.

         The properties of the Borrower and each of its Subsidiaries are insured
with financially sound and reputable insurance companies that are not Affiliates
of the Borrower (except to the extent that self-insurance is maintained in
reasonable amounts), in such amounts, with such deductibles and covering such
risks, as is reasonable and prudent.

         6.16     Use of Proceeds.

         The proceeds of the Loans will be used solely for the purposes
specified in Section 7.10. No proceeds of the Loans will be used for the
Acquisition of another Person unless such Acquisition is a Permitted
Acquisition.

         6.17     Government Regulation.

                  (a) "Margin stock" within the meaning of Regulation U does not
         constitute more than 25% of the value of the consolidated assets of the
         Borrower and its

                                       61
<PAGE>

         Subsidiaries. None of the transactions contemplated by the Credit
         Documents (including, without limitation, the direct or indirect use of
         the proceeds of the Loans) will violate or result in a violation of (i)
         the Securities Act, (ii) the Exchange Act or (iii) Regulations T, U or
         X.

                  (b) Neither the Borrower nor any of its Subsidiaries is
         subject to regulation under the Public Utility Holding Company Act of
         1935, the Federal Power Act or the Investment Company Act of 1940, each
         as amended.

         6.18     ERISA.

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

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

                  (b) Neither the Borrower nor any Subsidiary of the Borrower
         nor any ERISA Affiliate has incurred, or, to the best of each such
         party's knowledge, is reasonably expected to incur, any liability under
         Title IV of ERISA with respect to any Single Employer Plan, or any
         withdrawal liability under ERISA to any Multiemployer Plan or Multiple
         Employer Plan. Neither the Borrower nor any Subsidiary of the Borrower
         nor any ERISA Affiliate has received any notification that any
         Multiemployer Plan is in reorganization (within the meaning of Section
         4241 of ERISA), is insolvent (within the meaning of Section 4245 of
         ERISA), or has been terminated (within the meaning of Title IV of
         ERISA), and no Multiemployer Plan is, to the best of each such Person's
         knowledge, reasonably expected to be in reorganization, insolvent, or
         terminated. Neither the Borrower nor any Subsidiary of the Borrower nor
         any ERISA Affiliate has engaged in a transaction that could be subject
         to Sections 4069 or 4212(c) of ERISA.

                  (c) No prohibited transaction (within the meaning of Section
         406 of ERISA or Section 4975 of the Code) or breach of fiduciary
         responsibility has occurred with respect to

                                       62
<PAGE>

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

                  (d) Each Plan that is a welfare plan (as defined in Section
         3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of
         the Code apply has been administered in compliance in all material
         respects with such sections.

         6.19     Environmental Matters.

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

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

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

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

                           (iv) No judicial proceeding or governmental or
                  administrative action is pending or, to the knowledge of the
                  Borrower or any of its Subsidiaries, threatened, under any
                  Environmental Law to which the Borrower or any of its
                  Subsidiaries is or will be named as a party, nor are there any
                  consent decrees or other decrees, consent orders,
                  administrative orders or other orders, or other administrative
                  or judicial

                                       63
<PAGE>

                  requirements outstanding under any Environmental Law with
                  respect to the Borrower or any of its Subsidiaries, the Real
                  Properties or the Businesses.

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

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

                           (vii) Neither the Borrower, nor any of its
                  Subsidiaries, has assumed any liability of any Person (other
                  than among themselves) under any Environmental Law.

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

         6.20     Intellectual Property.

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

         6.21     Subsidiaries.

         As of the Closing Date, set forth on Schedule 6.21 is a complete and
accurate list of all Subsidiaries of the Borrower and which of such Subsidiaries
are Material Domestic Subsidiaries.

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<PAGE>

         6.22     Solvency.

         Each Credit Party is and, after consummation of the transactions
contemplated by this Credit Agreement, will be Solvent.


                                    SECTION 7

                              AFFIRMATIVE COVENANTS

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

         7.1      Information Covenants.

         The Credit Parties will furnish, or cause to be furnished, to the
Administrative Agent and each of the Lenders an electronic (if readily
available) and a hard copy of:

                  (a) Annual Financial Statements. As soon as available, and in
         any event within 95 days after the close of each fiscal year of the
         Borrower, a consolidated balance sheet and income statement of the
         Borrower and its Subsidiaries, as of the end of such fiscal year,
         together with related consolidated statements of operations, cash flows
         and changes in stockholders' equity for such fiscal year, setting forth
         in comparative form consolidated figures for the preceding fiscal year,
         all such consolidated financial information described above to be
         audited by independent certified public accountants of recognized
         national standing and whose opinion shall be to the effect that such
         financial statements fairly present in all material respects the
         consolidated financial position, results of operations and cash flows
         of the Borrower and its Subsidiaries as at the end of, and for, such
         fiscal year in accordance with GAAP and shall not be limited as to the
         scope of the audit or qualified in any manner.

                  (b) Quarterly Financial Statements. As soon as available, and
         in any event within 50 days after the close of each of the first three
         fiscal quarters of the Borrower, a consolidated balance sheet and
         income statement of the Borrower and its Subsidiaries, as of the end of
         such fiscal quarter, together with related consolidated statements of
         operations, cash flows and changes in stockholders' equity for such
         fiscal quarter setting forth in each case in comparative form the
         corresponding consolidated statements of operations and cash flows for
         the corresponding period of the preceding fiscal year, and accompanied
         by a certificate of an Authorized Officer of the Borrower to the effect
         that such quarterly financial statements fairly present in all material
         respects the consolidated financial condition of the Borrower and its
         Subsidiaries and in accordance with GAAP, subject to changes resulting
         from audit and normal year-end audit adjustments. Notwithstanding the
         above, it is understood and agreed that delivery of the Borrower's
         applicable Form 10-Q shall satisfy the requirements of this Section
         7.1(b).

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<PAGE>

                  (c) Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a) and 7.1(b) above,
         a certificate of an Authorized Officer of the Borrower substantially in
         the form of Exhibit 7.1(c), (i) demonstrating compliance with the
         financial covenants contained in Section 7.2 and the covenant
         requirements in Sections 7.12(b) and 7.13 by calculation thereof as of
         the end of each such fiscal period, (ii) demonstrating compliance with
         any other terms of this Credit Agreement as reasonably requested by the
         Administrative Agent, (iii) stating that no Default or Event of Default
         exists, or if any Default or Event of Default does exist, specifying
         the nature and extent thereof and what action the Borrower proposes to
         take with respect thereto and (iv) updating Schedule 6.21 as of the end
         of such fiscal period.

                  (d) Reports. Promptly upon transmission or receipt thereof,
         copies of all financial statements, proxy statements, notices and
         reports as the Borrower or any of its Subsidiaries shall send to
         shareholders of the Borrower generally and, upon request of the
         Administrative Agent, copies of any filings and registrations with, and
         reports to or from, any Governmental Authority which has regulatory
         authority with respect to the Borrower and its Subsidiaries.

                  (e) Notices. Upon a Credit Party obtaining knowledge thereof,
         the Borrower will give written notice to the Administrative Agent
         promptly (and in any event within five Business Days) of (i) the
         occurrence of an event or condition consisting of a Default or Event of
         Default, specifying the nature and existence thereof and what action
         the Borrower proposes to take with respect thereto, (ii) the occurrence
         of any of the following with respect to the Borrower or any of its
         Subsidiaries (A) the pendency or commencement of any litigation,
         arbitration or governmental proceeding against the Borrower or any of
         its Subsidiaries which (x) would have or would reasonably be expected
         to have a Material Adverse Effect, or (y) would result in a significant
         liability to the Credit Parties or (B) material non-compliance with, or
         the institution of any proceedings against the Borrower or any of its
         Subsidiaries with respect to, or the receipt of written notice by such
         Person of potential liability or responsibility for violation, or
         alleged violation of, any Requirement of Law (including, without
         limitation, Environmental Laws) the violation of which would have or
         would reasonably be expected to have a Material Adverse Effect (iii)
         any change to the Debt Rating of the Borrower, and (iv) any
         investigation or proceeding against the Borrower or any of its
         Subsidiaries to suspend, revoke or terminate, any Medicaid Provider
         Agreement, Medicare Provider Agreement, or exclusion from any Medical
         Reimbursement Program, which is reasonably expected to have a Material
         Adverse Effect; and (v) any breach by the Borrower or any of its
         Subsidiaries or any predecessor of the Borrower or any of its
         Subsidiaries of the Corporate Integrity Agreement entered into with the
         OIG if such breach causes the OIG to take any adverse action as a
         result of such breach.

                  (f) ERISA. Upon the Borrower, any Subsidiary of the Borrower
         or any ERISA Affiliate obtaining knowledge thereof, such Person shall
         give written notice to the Administrative Agent and each of the Lenders
         promptly (and in any event within two Business Days) of the occurrence
         of any of the following events which has had or would be

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

                  (g)      Environmental.

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

                           (ii) Each Credit Party will conduct and complete, or
                  cause to be conducted and completed, all investigations,
                  studies, sampling, and testing and all remedial, removal, and
                  other actions necessary to address all Hazardous Materials

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<PAGE>

                  on, from, or affecting any Real Properties to the extent
                  necessary to be in compliance with all Environmental Laws and
                  all other applicable federal, state, and local laws,
                  regulations, rules and policies and with the orders and
                  directives of all Governmental Authorities exercising
                  jurisdiction over such Real Properties to the extent any
                  failure would have or would reasonably be expected to have a
                  Material Adverse Effect.

                  (h) Other Information. With reasonable promptness upon any
         such request, such other information regarding the business, properties
         or financial condition of the Borrower and its Subsidiaries as the
         Administrative Agent may reasonably request.

         7.2      Financial Covenants.

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

                  (b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage
         Ratio, as of the last day of each fiscal quarter of the Borrower, shall
         be greater than or equal to 1.5 to 1.0.

         7.3      Preservation of Existence and Franchises.

         The Borrower will, and will cause its Subsidiaries to, do all things
necessary to preserve and keep in full force and effect its existence, rights,
franchises, Intellectual Property and authority except as permitted by Section
8.4; provided that neither the Borrower nor any of its Subsidiaries shall be
required to preserve any rights, franchises, Intellectual Property or authority
if the Borrower or such Subsidiary shall determine that the preservation thereof
is no longer desirable in the conduct of its business and if the loss thereof
would not have or would not reasonably be expected to have a Material Adverse
Effect.

         7.4      Books and Records.

         The Borrower will, and will cause its Subsidiaries to, keep complete
and accurate books and records of its transactions in order to produce its
financial statements in accordance with GAAP (including the establishment and
maintenance of appropriate reserves).

         7.5      Compliance with Law.

         Except to the extent the failure to do so would not have or would not
reasonably be expected to have a Material Adverse Effect, the Borrower will, and
will cause each of its Subsidiaries to, (a) comply with all Requirements of Law,
and all applicable restrictions imposed by all Governmental Authorities,
applicable to it and its Property (including, without limitation, Environmental
Laws and ERISA), (b) conform with and duly observe in all material respects all
laws, rules and regulations and all other valid requirements of any regulatory
authority with respect to the conduct of its business, including without
limitation Titles XVIII and XIX of the Social Security Act, Medicare
Regulations, Medicaid Regulations, and all laws, rules and

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regulations of Governmental Authorities, pertaining to the business of the
Credit Parties; (c) obtain and maintain all licenses, permits, certifications
and approvals of all applicable Governmental Authorities as are required for the
conduct of its business as currently conducted and herein contemplated,
including without limitation professional licenses, CLIA certifications,
Medicare Provider Agreements and Medicaid Provider Agreements; and (d) ensure
that (i) billing policies, arrangements, protocols and instructions will comply
with reimbursement requirements under Medicare, Medicaid and other Medical
Reimbursement Programs and will be administered by properly trained personnel;
and (ii) medical director compensation arrangements and other arrangements with
referring physicians will comply with applicable state and federal self-referral
and anti-kickback laws, including without limitation 42 U.S.C. Section
1320a-7b(b)(1) - (b)(2) 42 U.S.C. and 42 U.S.C. Section 1395nn.

         7.6      Payment of Taxes and Other Indebtedness.

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

         7.7      Insurance.

         The Borrower will, and will cause each of its Subsidiaries to, at all
times maintain in full force and effect insurance (including worker's
compensation, liability, casualty and business interruption insurance) with
reputable national companies that are not Affiliates of the Borrower (except to
the extent that self-insurance is maintained in reasonable amounts), in such
amounts, covering such risks and liabilities as is reasonable and prudent.

         7.8      Maintenance of Property.

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

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         7.9      Performance of Obligations.

         Except to the extent the failure to do so would not have or would not
reasonably be expected to have a Material Adverse Effect, the Borrower will, and
will cause its Subsidiaries to, perform all of its obligations under the terms
of all contracts, agreements or other agreements not evidencing Indebtedness to
which it is a party or by which it or its Properties may be bound.

         7.10     Use of Proceeds.

         The Borrower will use the proceeds of the Loans solely (a) to repay
Indebtedness outstanding under the Existing Credit Agreement and to repurchase
Existing Senior Subordinated Notes, (b) to provide working capital for the
Borrower and its Subsidiaries and (c) for general corporate purposes of the
Borrower and its Subsidiaries including Capital Expenditures and Permitted
Investments. The Borrower will use the Letters of Credit solely for the purposes
set forth in Section 2.2(a).

         7.11     Audits/Inspections.

         Upon reasonable notice and during normal business hours, but not more
than once per calendar year, the Borrower will, and will cause each of its
Subsidiaries to, permit representatives appointed by the Administrative Agent or
any Lender, including, without limitation, independent accountants, agents,
attorneys and appraisers to visit and inspect the Borrower's or any Subsidiary's
Property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and shall permit the Administrative Agent, any Lender or
its representatives to investigate and verify the accuracy of information
provided to the Administrative Agent or the Lenders and to discuss all such
matters with the officers, employees and representatives of the Borrower and/or
its Subsidiaries; provided, however, during the existence of a Default or Event
of Default, the Administrative Agent and the Lenders may request as many
inspections as reasonable under the circumstances. Any expenses incurred in
connection with this Section 7.11 shall be for the account of the Lenders unless
an Event of Default exists in which case such expenses shall be for the account
of the Borrower. Any representatives appointed by the Administrative Agent shall
sign a confidentiality agreement reasonably acceptable to the Borrower prior to
any visit, investigation, inspection or verification permitted by this Section
7.11.

         7.12     Additional Credit Parties.

                  (a) At the time any Person becomes a Material Domestic
         Subsidiary or at the time any Subsidiary of the Borrower guaranties the
         Senior Unsecured Notes (if it is not already a Guarantor), the Borrower
         shall so notify the Administrative Agent and promptly thereafter (but
         in any event within 30 days) shall cause such Person to (i) execute a
         Joinder Agreement in substantially the same form as Exhibit 7.12, and
         (ii) deliver such other documentation as the Administrative Agent may
         reasonably request in connection with the foregoing, including, without
         limitation, certified resolutions and other organizational and
         authorizing documents of such Person and favorable opinions of counsel
         to such Person (which shall cover, among other things, the

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         legality, validity, binding effect and enforceability of the
         documentation referred to above), all in form, content and scope
         reasonably satisfactory to the Administrative Agent.

                  (b) If at any time Non-Material Domestic Subsidiaries own
         assets in an aggregate amount greater than five percent (5%) of Total
         Assets or produce revenues in an aggregate amount greater than five
         percent (5%) of the total revenues of the Borrower and its Subsidiaries
         on a consolidated basis, the Borrower will designate one or more
         Non-Material Domestic Subsidiaries to become a Guarantor (and such
         Non-Material Domestic Subsidiary shall become a Guarantor in accordance
         with clause (a) above) so that after giving effect to such designation
         and action, Non-Material Domestic Subsidiaries own assets in the
         aggregate of equal to or less than five percent (5%) of Total Assets
         and produce revenues in an aggregate amount equal to or less than five
         percent (5%) of the total revenues of the Borrower and its Subsidiaries
         on a consolidated basis.

         7.13     Credit Party Revenues.

         The Borrower will take such action as is necessary to cause the
aggregate annual net revenues of the Credit Parties, as of the end of each
fiscal quarter for the prior twelve month period, to be greater than or equal to
the lesser of (a) $2,800,000,000 or (b) 80% of the total consolidated annual net
revenues of the Borrower and its Subsidiaries for the prior twelve month period.

         7.14     Compliance Program.

         The Borrower will, and will cause each of its Domestic Subsidiaries
that operates a clinical laboratory to, maintain, and be operated in accordance
with, a compliance program which is reasonably designed to provide effective
internal controls that promote adherence to applicable federal and state law and
the program requirements of federal and state health plans, and which includes
the implementation of internal audits and monitoring on a regular basis to
monitor compliance with the requirements of the compliance program and
applicable law, regulations and company policies.


                                    SECTION 8

                               NEGATIVE COVENANTS

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

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         8.1      Indebtedness.

         The Borrower will not permit any of its Subsidiaries to, contract,
create, incur, assume or permit to exist any Indebtedness, other than:

                  (a) Guaranty Obligations arising under this Credit Agreement
         and the other Credit Documents;

                  (b) Indebtedness in respect of current accounts payable and
         accrued expenses incurred in the ordinary course of business;

                  (c) Indebtedness owing by a Subsidiary of the Borrower to the
         Borrower or another Subsidiary of the Borrower;

                  (d) purchase money Indebtedness (including Capital Leases) to
         finance the purchase of fixed assets (including equipment); provided
         that (i) the total of all such Indebtedness shall not exceed an
         aggregate principal amount of $50,000,000 (less any purchase money
         Indebtedness incurred by the Borrower) at any one time outstanding;
         (ii) such Indebtedness when incurred shall not exceed the purchase
         price of the asset(s) financed; and (iii) no such Indebtedness shall be
         refinanced for a principal amount in excess of the principal balance
         outstanding thereon at the time of such refinancing;

                  (e) Indebtedness arising from Permitted Receivables Financings
         in an amount not to exceed $450,000,000, in the aggregate (less any
         Indebtedness incurred by the Borrower arising from Permitted
         Receivables Financings), at any one time outstanding;

                  (f) Indebtedness evidenced by Hedging Agreements entered into
         in the ordinary course of business and not for speculative purposes;

                  (g) Any guaranty of Indebtedness of the Borrower;

                  (h) Indebtedness incurred after the Effective Date in
         connection with the acquisition of a Person or Property as long as such
         Indebtedness existed prior to such acquisition and was not created in
         anticipation thereof;

                  (i) Indebtedness existing on the Closing Date as set forth on
         Schedule 8.1; and

                  (j) other unsecured Indebtedness in an amount not to exceed
         $200,000,000, in the aggregate, at any one time outstanding.

         8.2      Liens.

         The Borrower will not, nor will it permit its Subsidiaries to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of its Property of any kind (whether real or personal, tangible or intangible),
whether now owned or after acquired, other than Permitted Liens.

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<PAGE>

         8.3      Nature of Business.

         The Borrower will not, nor will it permit its Subsidiaries to, alter
the character of its business from that conducted as of the Effective Date or
engage in any substantial manner in any business other than (a) the business
conducted by the Borrower and its Subsidiaries as of the Effective Date, (b) the
business of MedPlus and its Subsidiaries and (c) other healthcare-related
businesses.

         8.4      Consolidation and Merger.

         The Borrower will not, nor will it permit any Subsidiary to, enter into
any transaction of merger or consolidation or liquidate, wind up or dissolve
itself, or suffer any such liquidation, wind-up or dissolution; provided that
(subject to Sections 7.12 and 7.13) (a) a Subsidiary of the Borrower may merge
into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the
Borrower may merge or consolidate with another Person in a transaction otherwise
permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may
merge or consolidate with or into another Person if the following conditions are
satisfied:

                  (i) if such transaction involves total consideration (cash and
         non-cash) in excess of $100,000,000, the Administrative Agent is given
         prior written notice of such action;

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

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

                  (iv) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing.

         8.5      Sale or Lease of Assets.

         The Borrower will not, nor will it permit its Subsidiaries to, convey,
sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or
a series of transactions, all or any part of its business or assets whether now
owned or hereafter acquired, including, without limitation, inventory,
receivables, equipment, real property interests (whether owned or leasehold) and
securities, other than a sale, lease, transfer or other disposal of (a) subject
to Sections 7.12 and 7.13, assets from the Borrower or one of its Subsidiaries
to each other; (b) inventory and supplies in the ordinary course of business;
(c) obsolete, surplus, slow-moving, idle or worn-out assets no longer used or
useful in the business of such Credit Party or the trade-in of equipment for
equipment in better condition or of better quality; (d) assets which constitute
a Permitted Investment in the ordinary course of business; (e) Receivables
pursuant to a Permitted Receivables Financing; (f) Investments in the Strategic
Investments Portfolio and (g) assets of the Borrower and its

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Subsidiaries, in addition to those permitted above in this Section 8.5; provided
that in the case of this clause (g) (i) no Event of Default exists prior to such
transfer, (ii) no Default or Event of Default exists after giving effect to such
transfer and (iii) after giving effect to such transfer, the aggregate amount of
all such transfers, calculated on a net book value basis, does not exceed ten
percent (10%) of Total Assets, as determined on the last day of the most
recently ended fiscal quarter of the Borrower for which an officer's certificate
has been delivered pursuant to Section 7.1(c).

         8.6      Investments.

         The Borrower will not, nor will it permit its Subsidiaries to, make or
permit to exist any Investments except for Permitted Investments.

         8.7      Transactions with Affiliates.

         The Borrower will not, nor will it permit its Subsidiaries to, enter
into any transaction or series of transactions, whether or not in the ordinary
course of business, with any officer, director, shareholder, Subsidiary or
Affiliate other than on terms and conditions substantially as favorable as would
be obtainable in a comparable arm's-length transaction with a Person other than
an officer, director, shareholder, Subsidiary or Affiliate, except that,
notwithstanding the foregoing, each of the following shall be permitted: (a)
transactions between or among the Credit Parties; (b) transactions between or
among the Borrower and its wholly owned Subsidiaries as long as such transaction
is not disadvantageous to the Lenders in any material respect; (c) transactions
between or among the Borrower or one or more of its wholly owned Subsidiaries
(on the one hand) and one of the non-wholly owned Subsidiaries of the Borrower
(on the other hand) as long as none of the equity of such non-wholly owned
Subsidiary is owned or controlled by an officer or director of any Credit Party;
(d) advances to employees permitted by clause (f) of the definition of Permitted
Investments; (e) Dividends; (f) fees, compensation and other benefits paid to,
and customary indemnity and reimbursement provided on behalf of, officers,
directors and employees of any Credit Party in the ordinary course of business;
(g) any employment agreements entered into by the Borrower or any of its
Subsidiaries in the ordinary course of business; (h) any Permitted Receivables
Financing; (i) the SBCL Acquisition Agreement and each agreement contemplated
thereunder (including any registration rights agreement or purchase agreement
related thereto) as in effect on the Closing Date and (j) transactions and
agreements in existence on the Closing Date and listed on Schedule 8.7 and, in
each case, any amendment thereto, that is not disadvantageous to the Lenders in
any material respect.

         8.8      Fiscal Year; Accounting; Organizational Documents.

         The Borrower will not, nor will it permit its Subsidiaries to, unless
such action would not affect the calculation of the financial covenants in
Section 7.2 or would not or would not reasonably be likely to affect the rights
of the Lenders under the Credit Documents: (a) change its fiscal year other than
changing the fiscal year of a Subsidiary of the Borrower to a calendar year end,
(b) change its accounting procedures, except as a result of changes in GAAP and
in accordance with Section 1.3 or (c) change its organizational or governing
documents.

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<PAGE>

         8.9      Stock Repurchases.

         The Borrower will not, nor will it permit its Subsidiaries to, directly
or indirectly, purchase, redeem or otherwise acquire or retire or make any
provisions for redemption, acquisition or retirement of any shares of the
Capital Stock of the Borrower of any class or any warrants or options to
purchase any such shares (collectively, a "Stock Repurchase"); provided that the
Borrower or its Subsidiaries may consummate Stock Repurchases (a) in an amount
up to $50,000,000, in the aggregate, during any consecutive period during the
term of this Credit Agreement that the Leverage Ratio is greater than or equal
to 2.75 to 1.0 and (b) in an unlimited amount as long as (i) the Leverage Ratio
(A) as of the end of the most recent fiscal quarter of the Borrower for which an
officer's certificate has been delivered pursuant to Section 7.1(c) is less than
2.75 to 1.0 and (B) on a Pro Forma Basis giving effect to such Stock Repurchase,
is less than 2.75 to 1.0, (ii) if (A) the amount of Stock Repurchases during the
lesser of (x) the twelve month period preceding the anticipated Stock Repurchase
or (y) the period from the date of the last certificate delivered pursuant to
this clause (ii) and the date of the anticipated Stock Repurchase plus (B) the
amount of the anticipated Stock Repurchase exceeds, in the aggregate,
$100,000,000, the Borrower shall deliver to the Administrative Agent, prior to
making such Stock Repurchase, a certificate of an Authorized Officer of the
Borrower providing calculations showing that the requirement in clause (b)(i)(B)
above is accurate, (iii) on the date of such Stock Repurchase no Event of
Default exists and (iv) after giving effect to such Stock Repurchase no Default
or Event of Default exists.

         8.10     Sale/Leasebacks.

                  (a) Except as set forth in clause (b) below, the Borrower will
         not, and will not permit any Subsidiary to, enter into any Sale and
         Leaseback Transaction with respect to any Principal Property unless:

                           (i) the Sale and Leaseback Transaction is solely with
                  the Borrower or a Guarantor; or

                           (ii) the lease is for a period not in excess of five
                  years, including renewal rights; or

                           (iii) prior to or within 270 days after the
                  completion of the sale of such Principal Property in
                  connection with the Sale and Leaseback Transaction, the
                  Borrower or its Subsidiary applies the net cash proceeds of
                  the sale of such Principal Property to: (A) the prepayment of
                  the Term Loans or the Revolving Loans (with a corresponding
                  permanent reduction in the Revolving Committed Amount) or the
                  prepayment of debt ranking equally with the Loans; or (B) the
                  acquisition of different property, facilities or equipment or
                  the expansion of the Borrower and its Subsidiaries' existing
                  business, including the acquisition of other businesses.

                  (b) In addition to the Sale and Leaseback Transactions
         permitted by clause (a) above, the Borrower or any of its Subsidiaries
         may enter into any Sale and Leaseback

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<PAGE>

         Transactions if all Attributable Debt (measured, in each case, at the
         time such Sale and Leaseback Transaction is entered into by the
         Borrower or its Subsidiary) in respect of such Sale and Leaseback
         Transactions (not including any Sale and Leaseback Transactions
         permitted under clause (a) above), in the aggregate, does not exceed 5%
         of Total Assets.


                                    SECTION 9

                                EVENTS OF DEFAULT

         9.1      Events of Default.

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

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

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

                  (c)      Covenants.  Any Credit Party shall:

                           (i) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.2,
                  7.3, 7.10, 7.12 or 7.13 or Section 8 inclusive;

                           (ii) default in the due performance or observance by
                  it of any term, covenant or agreement contained in Section 7.1
                  (excepting Section 7.1(e) for which the unremedied period
                  shall only be five Business Days) and 7.11 and such default
                  shall continue unremedied for a period of ten Business Days;
                  or

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

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

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

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

                  (g) Defaults under Other Indebtedness. With respect to any
         Indebtedness in excess of $50,000,000 (other than Indebtedness
         outstanding under this Credit Agreement) of the Borrower or any of its
         Subsidiaries (A) such Person shall (x) default in any payment (beyond
         the applicable grace period with respect thereto, if any) with respect
         to any such Indebtedness, or (y) default (after giving effect to any
         applicable grace period) in the observance or performance relating to
         such Indebtedness or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event or
         condition shall occur or condition exist, the effect of which default
         or other event or condition is to cause, or permit, the holder or
         holders of such Indebtedness (or trustee or agent on behalf of such
         holders, if any) to require (determined without regard to whether any
         notice or lapse of time is required) any such Indebtedness to become
         due prior to its stated maturity; or (B) any such Indebtedness shall be
         declared due and payable, or required to be prepaid other than by

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         a regularly scheduled required prepayment prior to the stated maturity
         thereof; or (C) any such Indebtedness shall mature and remain unpaid.

                  (h) Judgments. One or more judgments, orders, or decrees shall
         be entered against any one or more of the Borrower and its Subsidiaries
         involving a liability of $50,000,000 or more, in the aggregate, (to the
         extent not paid, covered by insurance provided by a carrier who has
         acknowledged coverage or covered by an indemnification from Corning
         Incorporated or SmithKline Beecham PLC) and such judgments, orders or
         decrees (i) are the subject of any enforcement proceeding commenced by
         any creditor or (ii) shall continue unsatisfied, undischarged and
         unstayed for a period ending on the first to occur of (A) the last day
         on which such judgment, order or decree becomes final and unappealable
         or (B) 60 days.

                  (i) ERISA. The occurrence of any of the following events or
         conditions which individually or in the aggregate has had or would
         reasonably be expected to have a Material Adverse Effect: (i) any
         "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Code, whether or not waived, shall
         exist with respect to any Plan, other than a Multiemployer Plan, or any
         Lien shall arise on the assets of the Borrower, any Subsidiary of the
         Borrower or any ERISA Affiliate in favor of the PBGC or a Plan, other
         than a Multiemployer Plan; (ii) an ERISA Event shall occur with respect
         to a Single Employer Plan, which is reasonably likely to result in the
         termination of such Plan for purposes of Title IV of ERISA; (iii) an
         ERISA Event shall occur with respect to a Multiemployer Plan or
         Multiple Employer Plan, which is reasonably likely to result in (A) the
         termination of such plan for purposes of Title IV of ERISA, or (B) the
         Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
         incurring any liability in connection with a withdrawal from,
         reorganization of (within the meaning of Section 4241 of ERISA), or
         insolvency (within the meaning of Section 4245 of ERISA) of such plan;
         (iv) any prohibited transaction (within the meaning of Section 406 of
         ERISA or Section 4975 of the Code) or breach of fiduciary
         responsibility shall occur which may subject the Borrower, any
         Subsidiary of the Borrower or any ERISA Affiliate to any liability
         under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of
         the Code, or under any agreement or other instrument pursuant to which
         the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has
         agreed or is required to indemnify any Person against any such
         liability; or (v) the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate fails to pay when due, after the expiration of any
         applicable grace period, any installment payment with respect to its
         withdrawal liability under Section 4201 of ERISA under a Multiemployer
         Plan in an aggregate amount in excess of $50,000,000.

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

         9.2      Acceleration; Remedies.

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

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

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

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

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

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

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

         9.3      Allocation of Payments After Event of Default.

         Notwithstanding any other provisions of this Credit Agreement, after
the occurrence and during the continuation of an Event of Default, all amounts
collected or received by the Administrative Agent or any Lender on account of
amounts outstanding under any of the Credit Documents shall be paid over or
delivered as follows:

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

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

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

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

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

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

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


                                   SECTION 10

                                AGENCY PROVISIONS


         10.1     Appointment.

                  (a) Each Lender hereby irrevocably appoints, designates and
         authorizes the Administrative Agent to take such action on its behalf
         under the provisions of this Credit Agreement and each other Credit
         Document and to exercise such powers and perform such duties as are
         expressly delegated to it by the terms of this Credit Agreement or any
         other Credit Document, together with such powers as are reasonably
         incidental thereto. Notwithstanding any provision to the contrary
         contained elsewhere herein or in any other Credit Document, the
         Administrative Agent shall not have any duties or responsibilities,
         except those expressly set forth herein, nor shall the Administrative
         Agent have or be

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<PAGE>

         deemed to have any fiduciary or trustee relationship with any Lender or
         participant, and no implied covenants, functions, responsibilities,
         duties, obligations or liabilities shall be read into this Credit
         Agreement or any other Credit Document or otherwise exist against the
         Administrative Agent. Without limiting the generality of the foregoing
         sentence, the use of the term "agent" herein and in the other Credit
         Documents with reference to the Administrative Agent is not intended to
         connote any fiduciary or other implied (or express) obligations arising
         under agency doctrine of any applicable law. Instead, such term is used
         merely as a matter of market custom, and is intended to create or
         reflect only an administrative relationship between independent
         contracting parties.

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

                  (c) Each of (i) UBS AG, Stamford Branch and Merrill Lynch
         Capital Corporation in their capacities as Co-Syndication Agents, (ii)
         Credit Suisse First Boston and The Bank of New York in their capacities
         as Co-Documentation Agents and (iii) Wachovia Bank, N.A. in its
         capacity as Managing Agent shall have no duties or obligations
         whatsoever under this Credit Agreement or the other Credit Documents.

         10.2     Delegation of Duties.

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

         10.3     Exculpatory Provisions.

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Credit
Agreement or any other Credit Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or warranty
made by any Credit Party or any officer thereof, contained herein or in any
other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Credit Agreement or any other Credit

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Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Credit Agreement or any other Credit Document, or for any
failure of any Credit Party or any other party to any Credit Document to perform
its obligations hereunder or thereunder. No Agent-Related Person shall be under
any obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Credit Agreement or any other Credit Document, or to inspect the
properties, books or records of any Credit Party or any Affiliate thereof.

         10.4     Reliance on Communications.

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

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

         10.5     Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of

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

         10.6     Non-Reliance on Administrative Agent and Other Lenders.

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

         10.7     Indemnification.

         Whether or not the transactions contemplated hereby are consummated,
the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Credit Party and without limiting the
obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities resulting from such

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

         10.8     Administrative Agent in Its Individual Capacity.

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

         10.9     Successor Agent.

         The Administrative Agent may resign as Administrative Agent upon 30
days' notice to the Lenders. If the Administrative Agent resigns under this
Credit Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders which successor administrative
agent (such appointment, absent the existence of an Event of Default, to be
subject to the consent of the Borrower, which consent of the Borrower shall not
be unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Borrower, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 10 and Sections

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11.5 and 11.10 shall continue to inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this Credit
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as
provided for above.


                                   SECTION 11

                                  MISCELLANEOUS

         11.1     Notices.

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

         11.2     Right of Set-Off.

                  In addition to any rights now or hereafter granted under
         applicable law or otherwise, and not by way of limitation of any such
         rights, upon the occurrence of an Event of Default and the commencement
         of remedies described in Section 9.2, each Lender is authorized at any
         time and from time to time, without presentment, demand, protest or
         other notice of any kind (all of which rights being hereby expressly
         waived), to set-off and to appropriate and apply any and all deposits
         (general or special) and any other indebtedness at any time held or
         owing by such Lender (including, without limitation, branches, agencies
         or Affiliates of such Lender wherever located) to or for the credit or
         the account of any Credit Party against obligations and liabilities of
         such Credit Party to the Lenders hereunder, under the Notes, the other
         Credit Documents or otherwise, irrespective of whether the
         Administrative Agent or the Lenders shall have made any demand
         hereunder and although such obligations, liabilities or claims, or any
         of them, may be contingent or unmatured, and any such set-off shall be
         deemed to have been made immediately upon the occurrence of an Event of
         Default even though such charge is made or entered on the books of such
         Lender subsequent thereto. The Credit Parties hereby agree that any
         Person purchasing a participation in the Loans and Commitments
         hereunder pursuant to Sections 11.3(e) or 3.8 may exercise all rights
         of set-off with respect to its participation interest as fully as if
         such Person were a Lender hereunder.

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         11.3     Benefit of Agreement.

                  (a) Generally. This Credit Agreement shall be binding upon and
         inure to the benefit of and be enforceable by the respective successors
         and assigns of the parties hereto; provided that none of the Credit
         Parties may assign and transfer any of its interests (except as
         permitted by Section 8.4 or 8.5) without the prior written consent of
         the Lenders; and provided further that the rights of each Lender to
         transfer, assign or grant participations in its rights and/or
         obligations hereunder shall be limited as set forth below in this
         Section 11.3.

                  (b) Assignments. Each Lender may assign to one or more
         Eligible Assignees all or a portion of its rights and obligations under
         this Credit Agreement (including, without limitation, all or a portion
         of its Loans, its Notes, and its Commitment); provided, however, that:

                           (i) each such assignment shall be to an Eligible
                  Assignee;

                           (ii) except (A) in the case of an assignment to
                  another Lender, (B) in the case of an assignment of all of a
                  Lender's rights and obligations under this Credit Agreement,
                  or (C) with the consent of the Administrative Agent and the
                  Borrower, any such partial assignment shall be in an amount at
                  least equal to $5,000,000 (or, if less, the remaining amount
                  of the Commitment of such assigning Lender) or an integral
                  multiple of $500,000 in excess thereof;

                           (iii) each such assignment by a Lender shall be of a
                  constant, and not varying, percentage of all of its rights and
                  obligations under this Credit Agreement and the Notes; and

                           (iv) the parties to such assignment shall execute and
                  deliver to the Administrative Agent for its acceptance an
                  Assignment Agreement in substantially the form of Exhibit
                  11.3(b), together with a processing fee from the assignor of
                  $3,500.

         Upon execution, delivery, and acceptance of such Assignment Agreement,
         the assignee thereunder shall be a party hereto and, to the extent of
         such assignment, have the obligations, rights, and benefits of a Lender
         hereunder and the assigning Lender shall, to the extent of such
         assignment, relinquish its rights and be released from its obligations
         under this Credit Agreement. Upon the consummation of any assignment
         pursuant to this Section 11.3(b), the assignor, the Administrative
         Agent and the Borrower shall make appropriate arrangements so that, if
         required or requested, new Notes are issued to the assignor and the
         assignee. If the assignee is a foreign corporation, foreign partnership
         or foreign trust within the meaning of the Code, it shall deliver to
         the Borrower and the Administrative Agent certification as to exemption
         from deduction or withholding of taxes in accordance with Section 3.13.

         By executing and delivering an assignment agreement in accordance with
         this Section 11.3(b), the assigning Lender thereunder and the assignee
         thereunder shall be deemed to

                                       86
<PAGE>

         confirm to and agree with each other and the other parties hereto as
         follows: (A) such assigning Lender warrants that it is the legal and
         beneficial owner of the interest being assigned thereby free and clear
         of any adverse claim and the assignee warrants that it is an Eligible
         Assignee; (B) except as set forth in clause (A) above, such assigning
         Lender makes no representation or warranty and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with this Credit Agreement,
         any of the other Credit Documents or any other instrument or document
         furnished pursuant hereto or thereto, or the execution, legality,
         validity, enforceability, genuineness, sufficiency or value of this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto or the
         financial condition of any Credit Party or the performance or
         observance by any Credit Party of any of its obligations under this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto; (C) such
         assignee represents and warrants that it is legally authorized to enter
         into such assignment agreement; (D) such assignee confirms that it has
         received a copy of this Credit Agreement, the other Credit Documents
         and such other documents and information as it has deemed appropriate
         to make its own credit analysis and decision to enter into such
         assignment agreement; (E) such assignee will independently and without
         reliance upon the Administrative Agent, such assigning Lender or any
         other Lender, and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under this Credit Agreement and the
         other Credit Documents; (F) such assignee appoints and authorizes the
         Administrative Agent to take such action on its behalf and to exercise
         such powers under this Credit Agreement or any other Credit Document as
         are delegated to the Administrative Agent by the terms hereof or
         thereof, together with such powers as are reasonably incidental
         thereto; and (G) such assignee agrees that it will perform in
         accordance with their terms all the obligations which by the terms of
         this Credit Agreement and the other Credit Documents are required to be
         performed by it as a Lender.

                  (c) Register. The Administrative Agent shall maintain a copy
         of each Assignment Agreement delivered to and accepted by it and a
         register for the recordation of the names and addresses of the Lenders
         and the Commitment of, and principal amount of the Loans owing to, each
         Lender from time to time (the "Register"). The entries in the Register
         shall be conclusive and binding for all purposes, absent manifest
         error, and the Borrower, the Administrative Agent and the Lenders may
         treat each Person whose name is recorded in the Register as a Lender
         hereunder for all purposes of this Credit Agreement. The Register shall
         be available for inspection by the Borrower or any Lender at any
         reasonable time and from time to time upon reasonable prior notice.

                  (d) Acceptance. Upon its receipt of an Assignment Agreement
         executed by the parties thereto, together with any Note subject to such
         assignment and payment of the processing fee, the Administrative Agent
         shall, if such Assignment Agreement has been completed and is in
         substantially the form of Exhibit 11.3(b), (i) accept such Assignment
         Agreement, (ii) record the information contained therein in the
         Register and (iii) give prompt notice thereof to the parties thereto.

                                       87
<PAGE>

                  (e) Participations. Each Lender may sell participations to one
         or more Persons in all or a portion of its rights, obligations or
         rights and obligations under this Credit Agreement (including all or a
         portion of its Commitment and its Loans); provided, however, that (i)
         such Lender's obligations under this Credit Agreement shall remain
         unchanged, (ii) such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations, (iii) the
         participant shall be entitled to the benefit of the yield protection
         provisions contained in Sections 3.9 through 3.15, inclusive (but not
         for a greater amount than the Lender would be entitled to), and of the
         right of set-off contained in Section 11.2, (iv) the Borrower shall
         continue to deal solely and directly with such Lender in connection
         with such Lender's rights and obligations under this Credit Agreement,
         and (v) such Lender shall retain the sole right to enforce the
         obligations of the Borrower relating to its Loans and its Notes and to
         approve any amendment, modification, or waiver of any provision of this
         Credit Agreement (other than amendments, modifications, or waivers
         decreasing the amount of principal of or the rate at which interest is
         payable on such Loans or Notes, extending any scheduled principal
         payment date or date fixed for the payment of interest on such Loans or
         Notes, extending its Commitment or releasing the Borrower or all or
         substantially all of the Guarantors from its or their respective
         obligations under the Credit Documents).

                  (f) Unrestricted Assignments. Notwithstanding any other
         provision set forth in this Credit Agreement, any Lender may at any
         time (i) assign and pledge all or any portion of its Loans and its
         Notes to any Federal Reserve Bank as collateral security pursuant to
         Regulation A and any Operating Circular issued by such Federal Reserve
         Bank or (ii) pledge all or any portion of its rights (but not its
         obligations to make Loans or participate in Letters of Credit)
         hereunder to any trustee or holders of obligations owed, or securities
         issued, by such Lender as security for such obligations or securities
         or to any other representative of such holders; provided that such
         trustee or holder shall not have the right to become a Lender
         hereunder. No such assignment shall release the assigning Lender from
         its obligations hereunder.

                  (g) Information. Any Lender may furnish any information
         concerning the Borrower or any of its Subsidiaries in the possession of
         such Lender from time to time to assignees and participants (including
         prospective assignees and participants), subject, however, to the
         provisions of Section 11.15.

                  (h) CLO's. Notwithstanding anything to the contrary contained
         herein, any Lender, (a "Granting Lender") may grant to a special
         purpose funding vehicle (an "SPC") the option to fund all or any part
         of any Loan that such Granting Lender would otherwise be obligated to
         fund pursuant to this Credit Agreement; provided that (i) nothing
         herein shall constitute a commitment by any SPC to fund any Loan, (ii)
         if an SPC elects not to exercise such option or otherwise fails to fund
         all or any part of such Loan, the Granting Lender shall be obligated to
         fund such Loan pursuant to the terms hereof, (iii) no SPC shall have
         any voting rights pursuant to Section 11.6 and (iv) with respect to
         notices, payments and other matters hereunder, the Credit Parties, the
         Administrative Agent and the Lenders shall not be obligated to deal
         with an SPC, but may limit their communications and other dealings
         relevant to such SPC to the applicable Granting

                                       88
<PAGE>

         Lender. The funding of a Loan by an SPC hereunder shall utilize the
         Loan Commitment of the Granting Lender to the same extent that, and as
         if, such Loan were funded by such Granting Lender. Each party hereto
         hereby agrees that no SPC shall be liable for any indemnity or payment
         under this Credit Agreement for which a Lender would otherwise be
         liable for so long as, and to the extent, the Granting Lender provides
         such indemnity or makes such payment. Notwithstanding anything to the
         contrary contained in this Credit Agreement, any SPC may disclose on a
         confidential basis any non-public information relating to its funding
         of Loans to any rating agency, commercial paper dealer or provider of
         any surety or guarantee to such SPC. This clause (h) may not be amended
         without the prior written consent of each Granting Lender, all or any
         part of whose Loan is being funded by an SPC at the time of such
         amendment.

         11.4     No Waiver; Remedies Cumulative.

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

         11.5     Payment of Expenses; Indemnification.

         The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and
expenses of (i) the Administrative Agent and BAS in connection with (A) the
negotiation, preparation, execution and delivery, syndication and administration
of this Credit Agreement and the other Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable
fees and expenses of Moore & Van Allen, special counsel to the Administrative
Agent) and (B) any amendment, waiver or consent relating hereto and thereto
including, but not limited to, any such amendments, waivers or consents
resulting from or related to any work-out, renegotiation or restructure relating
to the performance by the Credit Parties under this Credit Agreement, and (ii)
the Administrative Agent and the Lenders in connection with (A) enforcement of
the Credit Documents and the documents and instruments referred to therein,
including, without limitation, in connection with any such enforcement, the
reasonable Attorneys' Costs of the Administrative Agent and each of the Lenders
and (B) any bankruptcy or insolvency proceeding of any Credit Party, and (b)
indemnify the Administrative Agent, BAS and each Lender, its officers,
directors, employees, representatives, counsel and agents from and hold each of
them harmless against any and all losses, liabilities, claims, damages or
expenses incurred by any of them as a result of, or arising out of, or in any
way related to, or by reason of, any investigation, litigation or other
proceeding (whether or not the Administrative Agent, BAS or any Lender is a
party thereto) related to the entering into and/or performance of any Credit
Document or the use of proceeds of any Loans (including other

                                       89
<PAGE>

extensions of credit) hereunder or the consummation of any other transactions
contemplated in any Credit Document, including, without limitation, reasonable
Attorneys' Costs incurred in connection with any such investigation, litigation
or other proceeding (but excluding any such losses, liabilities, claims, damages
or expenses to the extent incurred by reason of gross negligence or willful
misconduct on the part of the Person to be indemnified), (all of the foregoing,
collectively, "Indemnified Liabilities"). The agreements in this Section 11.5
shall survive the termination of the Commitments and the repayment of the Credit
Party Obligations.

         11.6     Amendments, Waivers and Consents.

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

                  (a) extend the Maturity Date or extend or postpone the time
         for any payment or prepayment of principal;

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

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

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

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

                  (f) amend, modify or waive any provision of this Section 11.6
         or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5; or

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

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

                                       90
<PAGE>

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

         11.7     Counterparts/Telecopy.

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

         11.8     Headings.

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

         11.9     Defaulting Lender.

         Each Lender understands and agrees that if such Lender is a Defaulting
Lender then notwithstanding the provisions of Section 11.6 it shall not be
entitled to vote on any matter requiring the consent of the Required Lenders or
to object to any matter requiring the consent of all the Lenders; provided,
however, that all other benefits and obligations under the Credit Documents
shall apply to such Defaulting Lender.

         11.10    Survival of Indemnification.

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

         11.11    Governing Law; Venue; Jurisdiction.

                  (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND
         THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
         SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
         THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with
         respect to this Credit Agreement or any other Credit Document may be
         brought in the courts of the State of New York or of the United States
         sitting in New York City, and, by execution and delivery of this Credit
         Agreement, each Credit Party hereby irrevocably accepts for itself and
         in respect of its Property, generally and unconditionally, the
         jurisdiction of such courts. Each Credit Party irrevocably consents to
         the service of process in any action or proceeding with respect to this
         Credit Agreement or any other Credit Document by the mailing of copies
         thereof by

                                       91
<PAGE>

         registered or certified mail, postage prepaid, to it at the address for
         notices pursuant to Section 11.1, such service to become effective 10
         days after such mailing. Nothing herein shall affect the right of a
         Lender to serve process in any other manner permitted by law or to
         commence legal proceedings or otherwise proceed against a Credit Party
         in any other jurisdiction. Each Credit Party agrees that a final
         judgment in any action or proceeding shall be conclusive and may be
         enforced in other jurisdictions by suit on the judgment or in any other
         manner provided by law; provided that nothing in this Section 11.11(a)
         is intended to impair a Credit Party's right under applicable law to
         appeal or seek a stay of any judgment.

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

         11.12    Waiver of Jury Trial; Waiver of Consequential Damages.

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

         11.13    Severability.

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

         11.14    Further Assurances.

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

         11.15    Confidentiality.

         Each Lender agrees that it will use its reasonable best efforts to keep
confidential and to cause any representative designated under Section 7.11 to
keep confidential any non-public information from time to time supplied to it
under any Credit Document; provided, however, that nothing herein shall prevent
the disclosure of any such information to (a) the extent a Lender in

                                       92
<PAGE>

good faith believes such disclosure is required by Requirement of Law, (b)
counsel for a Lender or to its accountants, (c) bank examiners or auditors or
comparable Persons, (d) any Affiliate of a Lender, (e) any other Lender, or any
assignee, transferee or participant, or any potential assignee, transferee or
participant, of all or any portion of any Lender's rights under this Credit
Agreement who is notified of the confidential nature of the information or (f)
any other Person in connection with any litigation to which any one or more of
the Lenders is a party if required by a court of law of competent jurisdiction.
No Lender shall have any obligation under this Section 11.15 to the extent any
such information becomes available on a non-confidential basis from a source
other than a Credit Party or that any information becomes publicly available
other than by a breach of this Section 11.15 by any Lender or representative
thereof.

         11.16    Entirety.

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

         11.17    Binding Effect; Continuing Agreement.

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

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


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       93
<PAGE>


                       Signature Page to Credit Agreement
                         Quest Diagnostics Incorporated


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

BORROWER:

                                            QUEST DIAGNOSTICS INCORPORATED,
                                            a Delaware corporation

                                            By: /s/
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


<PAGE>


GUARANTORS:

                           QUEST DIAGNOSTICS HOLDINGS
                           INCORPORATED
                           a Delaware corporation

                           QUEST DIAGNOSTICS CLINICAL
                           LABORATORIES, INC.,
                           a Delaware corporation

                           QUEST DIAGNOSTICS INCORPORATED,
                           a California corporation

                           QUEST DIAGNOSTICS INCORPORATED,
                            a Maryland corporation

                           QUEST DIAGNOSTICS LLC,
                           an Illinois limited liability company

                           QUEST DIAGNOSTICS INCORPORATED,
                           a Michigan corporation

                           QUEST DIAGNOSTICS INCORPORATED,
                           a Connecticut corporation

                           QUEST DIAGNOSTICS INCORPORATED,
                           a Massachusetts corporation

                           QUEST DIAGNOSTICS OF PENNSYLVANIA, INC.,
                           a Delaware corporation

                           QUEST DIAGNOSTICS INCORPORATED,
                           an Ohio corporation

                           METWEST, INC.,
                           a Delaware corporation

                           NICHOLS INSTITUTE DIAGNOSTICS,
                           a California corporation

                           DPD HOLDINGS, INC.,
                           a Delaware corporation

                           DIAGNOSTICS REFERENCE SERVICES INC.,
                           a Maryland corporation

<PAGE>

                           LABORATORY HOLDINGS INCORPORATED,
                           a Massachusetts corporation

                           By: /s/
                              --------------------------------------------------
                           Name: Joseph P. Manory
                                 Vice President and Treasurer
                                 of each of the above Guarantors

                           PATHOLOGY BUILDING PARTNERSHIP,
                           a Delaware general partnership

                           By:  Quest Diagnostics Incorporated, a Maryland
                                corporation, its general partner

                                By:
                                   ---------------------------------------------
                                   Name:   Joseph P. Manory
                                   Title:  Vice President and Treasurer

                           QUEST DIAGNOSTICS INVESTMENTS INCORPORATED,
                           a Delaware corporation

                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           QUEST DIAGNOSTICS FINANCE INCORPORATED,
                           a Delaware corporation

                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

<PAGE>

LENDERS:

                           BANK OF AMERICA, N.A.,
                           individually in its capacity as a Lender and in
                           its capacity as Administrative Agent


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           UBS AG, STAMFORD BRANCH


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           MERRILL LYNCH CAPITAL CORPORATION


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------


<PAGE>


                           CREDIT SUISSE FIRST BOSTON


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           THE BANK OF NEW YORK


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           WACHOVIA BANK, N.A.


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------


<PAGE>


                           FLEET NATIONAL BANK


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------


<PAGE>


                           SUMITOMO MITSUI BANKING CORPORATION


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           ALLFIRST BANK


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           BANKERS TRUST COMPANY


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           THE MITSUBISHI TRUST
                           AND BANKING CORPORATION


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           PNC BANK, NATIONAL ASSOCIATION


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           FIFTH THIRD BANK


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>


                           E. SUN COMMERCIAL BANK, LTD.,
                           LOS ANGELES BRANCH


                           By: /s/
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------