<PAGE>   1






                           THIRD AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                  BY AND AMONG


                           AMERICAN HOMEPATIENT, INC.,


                             THE BANKS NAMED HEREIN


                                       AND


                             BANKERS TRUST COMPANY,
                                  AS THE AGENT



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

                            DATED AS OF JUNE 6, 1997

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












<PAGE>   2



                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                               Page
<S>          <C>                                                                                                 <C>
SECTION 1.   DEFINITIONS AND PRINCIPLES OF CONSTRUCTION.........................................................  2
         1.01   DEFINED TERMS...................................................................................  2
         1.02   PRINCIPLES OF CONSTRUCTION...................................................................... 21

SECTION 2.   AMOUNT AND TERMS OF CREDIT......................................................................... 21
         2.01   THE REVOLVING LOANS............................................................................. 21
         2.02   THE SWING LINE LOANS............................................................................ 24
         2.03   THE TERM LOANS.................................................................................. 26
         2.04   DISBURSEMENT OF FUNDS........................................................................... 27
         2.05   PREPAYMENT OF LOANS OUTSTANDING ON EFFECTIVE DATE; NOTES........................................ 28
         2.06   INTEREST ON THE LOANS........................................................................... 28
         2.07   INCREASED COSTS; TAXES.......................................................................... 32
         2.08   USE OF PROCEEDS................................................................................. 35
         2.09   SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.............................................. 36
         2.10   LETTERS OF CREDIT............................................................................... 42

SECTION 3.   FEES............................................................................................... 50
         3.01   FEES  .......................................................................................... 50

SECTION 4.   PREPAYMENTS AND REDUCTIONS IN COMMITMENTS; PAYMENTS................................................ 51
         4.01   SCHEDULED PAYMENTS OF TERM LOANS................................................................ 51
         4.02   PREPAYMENTS AND REDUCTIONS IN COMMITMENTS....................................................... 51
         4.03   APPLICATION OF PREPAYMENTS...................................................................... 53
         4.04   GENERAL PROVISIONS REGARDING PAYMENTS........................................................... 54

SECTION 5.   CONDITIONS PRECEDENT............................................................................... 55
         5.01   CONDITIONS TO EFFECTIVENESS..................................................................... 55
         5.02   CONDITIONS TO ALL LOANS AND LETTERS OF CREDIT................................................... 60

SECTION 6.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS......................................................... 61
         6.01   CORPORATE STATUS................................................................................ 61
         6.02   CORPORATE POWER AND AUTHORITY................................................................... 62
         6.03   NO VIOLATION.................................................................................... 62
         6.04   GOVERNMENTAL APPROVALS.......................................................................... 63
         6.05   FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED LIABILITIES; ETC..........................63
         6.06   LITIGATION...................................................................................... 63
         6.07   TRUE AND COMPLETE DISCLOSURE.................................................................... 64
         6.08   USE OF PROCEEDS; MARGIN REGULATIONS............................................................. 64
         6.09   TAX RETURNS AND PAYMENTS........................................................................ 64
         6.10   COMPLIANCE WITH ERISA........................................................................... 64
         6.11   CAPITALIZATION.................................................................................. 65
</TABLE>




                                       1
<PAGE>   3



<TABLE>
<S>      <C>    <C>                                                                                              <C>
         6.12   SUBSIDIARIES.................................................................................... 65
         6.13   COMPLIANCE WITH STATUTES, ETC................................................................... 65
         6.14   INVESTMENT COMPANY ACT.......................................................................... 65
         6.15   PUBLIC UTILITY HOLDING COMPANY ACT.............................................................. 65
         6.16   LABOR RELATIONS................................................................................. 66
         6.17   PATENTS, LICENSES, FRANCHISES AND FORMULAS...................................................... 66
         6.18   NO MATERIAL ADVERSE CHANGE...................................................................... 66
         6.19   FRAUD AND ABUSE................................................................................. 67
         6.20   TITLE TO PROPERTIES; LIENS...................................................................... 68
         6.21   JOINT VENTURES.................................................................................. 69
         6.22   ACCOUNTS RECEIVABLE COLLATERAL.................................................................. 69
         6.23   SELLER DEBT..................................................................................... 69
         6.24   SURVIVAL OF RIGHTS CREATED UNDER EXISTING CREDIT AGREEMENT...................................... 69

SECTION 7.   AFFIRMATIVE COVENANTS.............................................................................. 69
         7.01   INFORMATION COVENANTS........................................................................... 70
         7.02   BOOKS, RECORDS AND INSPECTIONS.................................................................. 73
         7.03   MAINTENANCE OF PROPERTY, INSURANCE.............................................................. 73
         7.04   CORPORATE FRANCHISES............................................................................ 74
         7.05   COMPLIANCE WITH STATUTES, ETC................................................................... 74
         7.06   ERISA .......................................................................................... 74
         7.07   END OF FISCAL YEARS; FISCAL QUARTERS............................................................ 75
         7.08   PERFORMANCE OF OBLIGATIONS...................................................................... 75
         7.09   PAYMENT OF TAXES AND CLAIMS..................................................................... 75
         7.10   LICENSING....................................................................................... 76
         7.11   FURTHER ASSURANCES; NEW SUBSIDIARIES............................................................ 76
         7.12   ACCOUNTS RECEIVABLE............................................................................. 77

SECTION 8.   NEGATIVE COVENANTS................................................................................. 77
         8.01   LIENS .......................................................................................... 77
         8.02   CONSOLIDATION, MERGER, SALE OF ASSETS, ETC...................................................... 79
         8.03   DIVIDENDS....................................................................................... 81
         8.04   INDEBTEDNESS.................................................................................... 81
         8.05   ADVANCES, INVESTMENTS AND LOANS................................................................. 84
         8.06   TRANSACTIONS WITH AFFILIATES.................................................................... 85
         8.07   CAPITAL EXPENDITURES............................................................................ 86
         8.08   LEVERAGE RATIO.................................................................................. 86
         8.09   MINIMUM CONSOLIDATED NET WORTH.................................................................. 86
         8.10   MINIMUM INTEREST COVERAGE RATIO................................................................. 86
         8.11   LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
               INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION,
               BY-LAWS AND CERTAIN OTHER AGREEMENTS; ETC........................................................ 87
         8.12   RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER DISTRIBUTIONS.................................... 87
         8.13   BUSINESS........................................................................................ 88
</TABLE>


                                       2
<PAGE>   4

<TABLE>
<S>      <C>    <C>                                                                                             <C>
         8.14   TRANSFER OF COPYRIGHTS, PATENTS AND TRADEMARKS.................................................. 88
         8.15   JOINT VENTURES.................................................................................. 88
         8.16   COLLECTION BANK AGREEMENTS...................................................................... 88

SECTION 9.   EVENTS OF DEFAULT.................................................................................. 88
         9.01   PAYMENTS........................................................................................ 88
         9.02   REPRESENTATIONS, ETC............................................................................ 89
         9.03   COVENANTS....................................................................................... 89
         9.04   DEFAULT UNDER OTHER AGREEMENTS.................................................................. 89
         9.05   BANKRUPTCY, ETC................................................................................. 89
         9.06   ERISA .......................................................................................... 90
         9.07   CREDIT DOCUMENTS................................................................................ 90
         9.08   CHANGES OF CONTROL.............................................................................. 90
         9.09   JUDGMENTS....................................................................................... 91
         9.10   GOVERNMENTAL POLICIES........................................................................... 91
         9.11   LOSS OF LICENSES................................................................................ 91

SECTION 10.  THE AGENT.......................................................................................... 92
         10.01   APPOINTMENT.................................................................................... 92
         10.02   NATURE OF DUTIES............................................................................... 92
         10.03   LACK OF RELIANCE ON THE AGENT.................................................................. 93
         10.04   CERTAIN RIGHTS OF THE AGENT.................................................................... 93
         10.05   RELIANCE....................................................................................... 93
         10.06   INDEMNIFICATION................................................................................ 93
         10.07   THE AGENT IN ITS INDIVIDUAL CAPACITY........................................................... 94
         10.08   HOLDERS........................................................................................ 94
         10.09   RESIGNATION BY THE AGENT AND THE SWING LINE BANK............................................... 94

SECTION 11.  MISCELLANEOUS...................................................................................... 95
         11.01   PAYMENT OF EXPENSES, ETC....................................................................... 95
         11.02   RIGHT OF SETOFF................................................................................ 96
         11.03   NOTICES........................................................................................ 96
         11.04   BENEFIT OF AGREEMENT........................................................................... 97
         11.05   ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND LETTERS OF CREDIT.................................. 97
         11.06   NO WAIVER; REMEDIES CUMULATIVE.................................................................100
         11.07   PAYMENTS PRO RATA..............................................................................100
         11.08   CALCULATIONS; COMPUTATIONS.....................................................................100
         11.09   GOVERNING LAW; WAIVER OF JURY TRIAL............................................................101
         11.10   CONFIDENTIALITY................................................................................101
         11.11   COUNTERPARTS...................................................................................102
         11.12   HEADINGS DESCRIPTIVE...........................................................................102
         11.13   AMENDMENT OR WAIVER............................................................................102
         11.14   SURVIVAL.......................................................................................104
         11.15   DOMICILE OF LOANS..............................................................................104
         11.16   INTEGRATION....................................................................................104
         11.17   SECURED OBLIGATIONS............................................................................104

</TABLE>



                                       3
<PAGE>   5


                                    SCHEDULES

SCHEDULE 1.01(a)            Pro Rata Shares, Revolving Commitments
SCHEDULE 2.10(a)            Existing Letters of Credit
SCHEDULE 6.05               Undisclosed Liabilities
SCHEDULE 6.06               Litigation
SCHEDULE 6.11               Rights With Respect to Capital Stock
SCHEDULE 6.12               Subsidiaries
SCHEDULE 6.13               Statutory Noncompliance
SCHEDULE 6.17               Trademarks
SCHEDULE 6.18               Material Adverse Changes
SCHEDULE 6.21               Joint Ventures
SCHEDULE 7.03               Insurance
SCHEDULE 8.01               Permitted Liens
SCHEDULE 8.01(xvi)          Existing Financing Statements
SCHEDULE 8.04(ii)           Existing Indebtedness; Acquisition Notes
                           
                           
                                    EXHIBITS

EXHIBIT A                   Form of Notice of Revolver Borrowing
EXHIBIT B                   Form of Notice of Swing Line Borrowing
EXHIBIT C                   Form of Notice of Term Borrowing
EXHIBIT D                   Form of Notice of Conversion/Continuation
EXHIBIT E                   Form of Notice of Issuance of Letter of Credit
EXHIBIT F-1                 Form of Revolving Note
EXHIBIT F-2                 Form of Swing Line Note
EXHIBIT F-3                 Form of Term Note
EXHIBIT G                   Subsidiary Guaranty
EXHIBIT H                   Borrower Pledge Agreement
EXHIBIT I                   Subsidiary Pledge Agreement
EXHIBIT J                   Borrower Security Agreement
EXHIBIT K                   Subsidiary Security Agreement
EXHIBIT L-1                 Trademark Security Agreement
EXHIBIT L-2                 Form of Subsidiary Trademark Security Agreement
EXHIBIT M                   Form of Subordination Agreement
EXHIBIT N                   Form of Collection Bank Agreement

EXHIBIT O                   Concentration Bank Agreement
EXHIBIT P                   Form of Assignment and Acceptance Agreement
EXHIBIT Q                   Form of Compliance Certificate
EXHIBIT R                   Form of Opinion of Counsel to Borrower
EXHIBIT S                   Consent to Amendment and Restatement


                                       4
<PAGE>   6

EXHIBIT T                   Borrower Partnership Security Agreement
EXHIBIT U                   Subsidiary Partnership Security Agreement

This Table of Contents is provided for convenience only and is not a part of
the attached Credit Agreement.


















































                                       5
<PAGE>   7

                           AMERICAN HOMEPATIENT, INC.


                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


              This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of
June 6, 1997 and entered into by and among AMERICAN HOMEPATIENT, INC. (the
"BORROWER"), a corporation organized and existing under the laws of Delaware,
BANKERS TRUST COMPANY and THE OTHER FINANCIAL INSTITUTIONS LISTED ON THE
SIGNATURE PAGES HEREOF (each a "BANK" and, collectively, the "BANKS"), and
BANKERS TRUST COMPANY, acting in the manner and to the extent described in
Section 10 (in such capacity, the "AGENT"). Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in Section 1.01 of this
Agreement.


                                    RECITALS

              WHEREAS, pursuant to that certain Second Amended and Restated
Credit Agreement dated as of May 1, 1996, as amended, supplemented or otherwise
modified to the date hereof (said Second Amended and Restated Credit Agreement,
as so amended, supplemented or otherwise modified, is referred to hereinafter as
the "EXISTING CREDIT AGREEMENT"), by and among the Borrower, Bankers Trust
Company and the other financial institutions listed on the signature pages
thereof (together with any other financial institutions that have become lenders
thereunder to the date hereof, the "EXISTING BANKS"), and Bankers Trust Company,
acting as agent for the Existing Banks, the Existing Banks have made certain
credit facilities available to the Borrower in accordance with the terms
thereof;

              WHEREAS, the parties hereto desire to amend and restate the
Existing Credit Agreement in its entirety for the purposes of, among other
things, (i) increasing the maximum amount available to be drawn under the loan
facilities provided thereunder, (ii) amending certain provisions thereof
relating to the interest rates, maturity and loan amortization schedules
applicable to such loan facilities, and (iii) making certain other amendments to
and modifications of the provisions of the Existing Credit Agreement as provided
herein:

                                    AGREEMENT

              NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the Borrower, the Banks
and the Agent agree to amend and restate the Existing Credit Agreement in its
entirety as follows:


<PAGE>   8




              SECTION 1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION.

              1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

              "ACCOUNTS RECEIVABLE" means all accounts receivable pledged as
Collateral.

              "ACQUISITION" means any acquisition of the capital stock of, or
all (or substantially all) of the assets of, any Person or any division of such
Person permitted pursuant to Section 8.02(v).

              "ACQUISITION NOTES" means the notes, set forth in Part B of
Schedule 8.04(ii) attached hereto, that represent a portion of the purchase
price paid by the Borrower to acquire certain healthcare entities.

              "ADJUSTED EURODOLLAR RATE" means, for any Interest Rate
Determination Date, the rate (rounded upward to the next highest one hundredth
of one percent) obtained by dividing (i) the Eurodollar Rate for that date by
(ii) a percentage equal to 100% minus the stated maximum rate of all reserves
required to be maintained against "EUROCURRENCY LIABILITIES" as specified in
Regulation D of the Board of Governors of the Federal Reserve System (or against
any other category of liabilities that includes deposits by reference to which
the interest rate on Eurodollar Rate Loans is determined or any category of
extensions of credit or other assets that includes loans by a non-United States
office of a bank to United States residents).

              "AFFECTED BANK" means any Bank affected by any of the events
described in Section 2.09(b) or (c).

              "AFFILIATE" means, with respect to any Person, any other Person
(other than an individual) directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person; provided, however,
that for purposes of Section 8.06, an Affiliate of the Borrower shall include
any Person (including an individual) that directly or indirectly owns more than
10% of the Borrower and any officer or director of the Borrower or any such
Person. A Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such other Person, whether through the ownership
of voting securities, by contract or otherwise.

              "AGENT" has the meaning assigned to that term in the first
paragraph of this Agreement and shall include any successor to the Agent
appointed pursuant to Section 10.09.

              "AGREEMENT" means this Third Amended and Restated Credit
Agreement, as it may be amended, amended and restated, supplemented or otherwise
modified from time to time.

              "AHPF" means AHP Finance, Inc., a Tennessee corporation.



                                       2
<PAGE>   9

              "AHPT" means American HomePatient, Inc., a Tennessee corporation.

              "APPLICABLE BASE MARGIN" means, as of any date of determination, a
percentage per annum as shown below determined by the Leverage Ratio then in
effect; provided that, if the Borrower has failed to provide a Margin Rate
Determination Certificate within the most recent period set forth in Section
5.01 or 7.01, the Applicable Base Margin shall be 0.50% per annum:


<TABLE>
<CAPTION>

==========================================================
        LEVERAGE RATIO                 APPLICABLE
                                       BASE MARGIN
----------------------------------------------------------
       <S>                                <C>     
           x < 2.75                       0.00%
----------------------------------------------------------
       2.75 <= x < 3.00                   0.25%
----------------------------------------------------------
          3.00 <= x                       0.50%
==========================================================
</TABLE>

              "APPLICABLE EURODOLLAR MARGIN" means, as of any date of
determination, a percentage per annum as shown below determined by the Leverage
Ratio then in effect; provided that, if the Borrower has failed to provide a
Margin Rate Determination Certificate within the most recent period set forth in
Section 5.01 or 7.01, the Applicable Eurodollar Margin shall be 1.250% per
annum:

<TABLE>
<CAPTION>
==============================================================
        LEVERAGE RATIO                   APPLICABLE
                                         EURODOLLAR
                                           MARGIN
==============================================================
       <S>                                 <C>      
           x < 0.75                        0.375%
--------------------------------------------------------------
       0.75 <= x < 1.75                    0.500%
--------------------------------------------------------------
       1.75 <= x < 2.25                    0.625%
--------------------------------------------------------------
       2.25 <= x < 2.50                    0.750%
--------------------------------------------------------------
       2.50 <= x < 2.75                    0.875%
--------------------------------------------------------------
       2.75 <= x < 3.00                    1.125%
--------------------------------------------------------------
          3.00 <= x                        1.250%
==============================================================
</TABLE>


              "ASSIGNMENT AND ACCEPTANCE" means an Assignment and Acceptance
Agreement entered into by a Bank and an Eligible Assignee, and accepted by the
Agent, substantially in the form annexed hereto as EXHIBIT P.



                                       3
<PAGE>   10

              "BANK" has the meaning assigned to that term in the first
paragraph of this Agreement and shall include each successor and assignee
pursuant to Section 11.05.

              "BANKRUPTCY CODE" has the meaning assigned to that term in Section
9.05.

              "BASE LENDING RATE" means, at any time, the higher of, (a) the
Prime Rate and (b) the rate that is 1/2 of 1% in excess of the Federal Funds
Effective Rate.

              "BASE RATE LOANS" means Loans maintained or made by the Banks
bearing interest at rates determined by reference to the Base Lending Rate as
provided in Section 2.06.

              "BORROWER" has the meaning assigned to that term in the first
paragraph of this Agreement.

              "BORROWER PARTNERSHIP SECURITY AGREEMENT" means a Borrower
Partnership Security Agreement executed and delivered by the Agent and the
Borrower pursuant to the Prior Credit Agreements or this Agreement,
substantially in the form annexed hereto as EXHIBIT T, as such Borrower
Partnership Security Agreement may be amended, amended and restated,
supplemented or otherwise modified from time to time.

              "BORROWER PLEDGE AGREEMENT" means that certain Borrower Pledge
Agreement dated as of October 20, 1994, executed and delivered by the Borrower
and the Agent pursuant to the Original Credit Agreement, a copy of which is
annexed hereto as EXHIBIT H, as such Borrower Pledge Agreement has heretofore
been, and as it hereafter may be, amended, amended and restated, supplemented or
otherwise modified from time to time.

              "BORROWER SECURITY AGREEMENT" means that certain Borrower Security
Agreement dated as of October 20, 1994, executed and delivered by the Borrower
and the Agent pursuant to the Original Credit Agreement, a copy of which is
annexed hereto as EXHIBIT J, as such Borrower Security Agreement has heretofore
been, and as it hereafter may be, amended, amended and restated, supplemented or
otherwise modified from time to time.

              "BUSINESS DAY" means any day except Saturday, Sunday and any day
that shall be in New York City a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close.

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

              "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after such date
and having, at the time of the acquisition thereof, 


                                       4
<PAGE>   11

the highest rating obtainable from either Standard & Poor's Corporation ("S&P")
or Moody's Investors Service, Inc. ("MOODY'S"); (iii) commercial paper maturing
no more than one year from the date of creation thereof and having, at the time
of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1
from Moody's; (iv) certificates of deposit or bankers' acceptances maturing
within one year after such date and issued or accepted by any Bank or by any
commercial bank organized under the laws of the United States or any state
thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; and (v) shares of any money market mutual fund that (a)
has at least 95% of its assets invested continuously in the types of investments
referred to in clauses (i) and (ii) above, (b) has net assets of not less than
$500,000,000, and (c) has the highest rating then obtainable from either S&P or
Moody's.

              "CERTIFICATE OF EXEMPTION" has the meaning assigned to that term
in Section 2.09(g)(iii).

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

              "COLLATERAL" means all the personal and mixed property made
subject to a Lien pursuant to the Credit Documents.

              "COLLECTION BANK AGREEMENTS" means (i) those certain Collection
Bank Agreements executed and delivered pursuant to the Prior Credit Agreement by
each of the Borrower or any of its Subsidiaries and the financial institutions
into which the proceeds of Accounts Receivable of such of the Borrower or its
Subsidiaries are deposited, as each such Collection Bank Agreement has
heretofore been, and as it hereafter may be, amended, amended and restated,
supplemented or otherwise modified from time to time, and (ii) any Collection
Bank Agreements executed on or after the Effective Date pursuant to Section 8.16
between the Borrower or any of its Subsidiaries and the financial institutions
into which the proceeds of Accounts Receivable of such of the Borrower or its
Subsidiaries are deposited, substantially in the form annexed hereto as EXHIBIT
N, as such agreements may be amended, amended and restated, supplemented or
otherwise modified from time to time.

              "COMMITMENTS" means the commitments of Banks to make Loans as set
forth in Sections 2.01, 2.02 and 2.03.

              "COMMITMENT FEE PERCENTAGE" means, as of any date of
determination, a percentage per annum determined by the Leverage Ratio then in
effect as specified below:



                                       5
<PAGE>   12

<TABLE>
<CAPTION>
===============================================================================
        LEVERAGE RATIO                        APPLICABLE COMMITMENT FEE
                                                     PERCENTAGE
-------------------------------------------------------------------------------
           <S>                                         <C>                     
           x <  2.50                                   0.250%
-------------------------------------------------------------------------------
           x >= 2.50                                   0.375%
===============================================================================
</TABLE>

The Commitment Fee Percentage shall equal 0.375% per annum if the Borrower has
failed to provide a Margin Rate Determination Certificate within the most recent
period set forth in Sect on 5.01 or 7.01.

              "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form annexed hereto as EXHIBIT Q delivered to the Agent and Banks by the
Borrower under Section 7.01(f).

              "CONCENTRATION BANK AGREEMENT" means either (i) that certain
Concentration Bank Agreement dated as of October 20, 1994, executed and
delivered pursuant to the Original Credit Agreement by the Borrower, the Agent
and NationsBank of Tennessee, N.A., as concentration bank, a copy of which is
annexed hereto as EXHIBIT O, as such Concentration Bank Agreement has heretofore
been, and as it hereafter may be, amended, amended and restated, supplemented or
otherwise modified from time to time (the "EXISTING CONCENTRATION BANK
AGREEMENT"), or (ii) an agreement replacing the Existing Concentration Bank
Agreement, substantially in the form annexed hereto as EXHIBIT O, entered into
pursuant to Section 12(b) of the Existing Concentration Bank Agreement by and
among the Borrower, the Agent and one of the Banks, as the concentration bank,
and delivered to the Agent and Banks by the Borrower.

              "CONFIDENTIAL INFORMATION MEMORANDUM" means the confidential
information memorandum dated May 1997 relating to the Borrower and the loan
facilities to be made available pursuant to this Agreement.

              "CONPHARMA NOTE" has the meaning assigned to that term in the
Existing Credit Agreement.

              "CONSOLIDATED ADJUSTED EBITDA" means Consolidated EBITDA of the
Borrower and its Subsidiaries at the end of any period of determination and
shall be calculated on a pro forma basis, in accordance with the balance sheets
and related statements of operations provided under Section 7.01(k), (i) as if
any Acquisition that occurred during such period and any related Divestiture had
taken place on the first day of such period, and (ii) if legislation is enacted
providing for a reduction of 15% or more in Medicare's reimbursement rates for
oxygen therapy in effect on May 13, 1997 (exclusive of future rate reductions
accomplished by CPI escalator freezes or some variant thereof), as if the
enactment of legislation that occurred during such period and any related
reduction in reimbursement had taken place on the first day of such period.

              "CONSOLIDATED EBIT" means, as to any Person and for any period,
the Consolidated Net Income of such Person and its Subsidiaries for such period,
before interest expense and provision for taxes and without giving effect to (i)
any extraordinary gains (or



                                       6
<PAGE>   13

extraordinary noncash losses) and (ii) gains (or losses) from sales of assets
(other than sales of inventory in the Ordinary Course of Business) to the extent
that the gain or loss from all such sales is, in the aggregate, greater than
$500,000 for the immediately prior four-quarter period.

              "CONSOLIDATED EBITDA" means, as to any Person and for any
consecutive four-quarter period, the Consolidated EBIT of such Person and its
Subsidiaries and Joint Ventures for such period, adjusted by (i) adding thereto
the amount of all amortization of intangibles and depreciation that was deducted
in arriving at such Consolidated EBIT for such period and (ii) excluding
therefrom amounts attributable to (x) minority interests held by third Persons
and/or their Subsidiaries, (y) the portion of Consolidated EBIT attributable to
operations sold or disposed of in Divestitures during such period if the
Consolidated EBITDA associated with such operations exceeds $250,000, and (z)
Joint Ventures that remain invested in such Joint Ventures and are not
distributed to the Borrower.

              "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to capitalized interest
and capital leases in accordance with generally accepted accounting principles
consistently applied) of the Borrower and its Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in Section 3 payable to the Agent
and Banks on or before the Effective Date.

              "CONSOLIDATED NET INCOME" means, as to any Person and for any
period, the net income (or loss) of such Person and its Subsidiaries, after
provisions for taxes, on a consolidated basis for such period taken as a single
accounting period determined in conformity with generally accepted accounting
principles consistently applied.

              "CONSOLIDATED NET WORTH" means, as to any Person, the Net Worth of
such Person and its Subsidiaries determined on a consolidated basis without
deduction for any minority interests in any corporation, association, general
partnership or joint venture (including Joint Ventures).

              "CONTINGENT OBLIGATION" means, as to any Person, (A) any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("PRIMARY OBLIGATIONS") of
any other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation



                                       7
<PAGE>   14

shall not include endorsements of instruments for deposit or collection in the
ordinary course of business; and (B) any obligations of such Person under any
Interest Rate Agreement. The amount of any Contingent Obligation shall be deemed
to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

              "CREDIT DOCUMENTS" means this Agreement, each Note, the Letters of
Credit, the Subsidiary Guaranty, the Borrower Pledge Agreement, the Subsidiary
Pledge Agreement, the Borrower Security Agreement, the Subsidiary Security
Agreement, the Borrower Partnership Security Agreement, the Subsidiary
Partnership Security Agreement, the Collection Bank Agreements, the
Concentration Bank Agreement, the Consent to Amendment and Restatement, the
Trademark Security Agreement and the Subsidiary Trademark Security Agreement.

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

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

              "DIVESTITURE" means the resale of any assets or property acquired
in any Acquisition within one year of such Acquisition.

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

              "EFFECTIVE DATE" means the first date upon which all of the
conditions set forth in Section 5.01 of this Agreement shall have been satisfied
or waived.

              "ELIGIBLE ASSIGNEE" means (i) (A) a commercial bank organized
under the laws of the United States or any state thereof; (B) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (C) a commercial bank organized under the laws of any other
country or a political subdivision thereof; provided that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country; and (D) any other entity that is an "accredited investor" (as defined
in Regulation D under the Securities Act of 1933, as amended) that extends
credit or buys loans as one of its businesses including, but not limited to,
insurance companies, mutual funds and lease financing companies, and (ii) any
Bank and any Affiliate of any Bank or the Issuing Bank; provided that no
Affiliate of the Borrower shall be an Eligible Assignee.

              "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time. Section references to ERISA are to ERISA, as in
effect at the date 



                                       8
<PAGE>   15

of this Agreement, and to any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

              "ERISA AFFILIATE" means any person (as defined in Section 3(9) of
ERISA) that together with the Borrower or any of its Subsidiaries would be a
member of the same "CONTROLLED GROUP" within the meaning of Section 414(b), (m),
(c) and (o) of the Code.

              "EURODOLLAR RATE" means, for any Interest Rate Determination Date,
the arithmetic average (rounded upwards, if necessary, to the nearest 1/16 of
1%) of the offered quotation, if any, to first class banks in the Eurodollar
market by Bankers Trust Company for Dollar deposits of amounts in immediately
available funds comparable to the principal amount of the Eurodollar Rate Loan
of the Agent for which the Eurodollar Rate is being determined with maturities
comparable to the Interest Period for which such Eurodollar Rate will apply as
of approximately 10:00 A.M. (New York time) two Business Days prior to the
commencement of such Interest Period.

              "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Eurodollar Rate as provided in Section 2.06.

              "EURODOLLAR RATE TAXES" has the meaning assigned to that term in
Section 2.09(g)(i).

              "EVENT OF DEFAULT" has the meaning assigned to that term in
Section 9.

              "EXISTING BANKS" has the meaning assigned to that term in the
Recitals to this Agreement.

              "EXISTING CREDIT AGREEMENT" has the meaning assigned to that term
in the Recitals to this Agreement.

              "EXISTING INDEBTEDNESS" has the meaning assigned to that term in
Section 8.04(ii).

              "EXISTING NOTES" means the "Revolving Notes", the "Term Notes" and
the "Swing Line Note" as defined in the Existing Credit Agreement and issued to
the Existing Banks thereunder.

              "EXISTING BANK LOANS" means the "Revolving Loans" and the "Term
Loans" as defined in the Existing Credit Agreement and extended to the Borrower
thereunder.

              "EXISTING SWING LINE LOANS" means the "Swing Line Loans" as
defined in the Existing Credit Agreement and extended to the Borrower
thereunder.

              "FDA" means the United States Food and Drug Administration.



                                       9
<PAGE>   16

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

              "FEES" means all amounts payable pursuant to or referred to in
Section 3.01.

              "FIRST AMENDED AND RESTATED CREDIT AGREEMENT" means that certain
Amended and Restated Credit Agreement dated as of October 26, 1995 by and among
the Borrower, the "Banks" party thereto and Bankers Trust Company, as the
"Agent", as amended, supplemented or otherwise modified prior to the effective
date of the Existing Credit Agreement.

              "FISCAL YEAR" means the fiscal year of the Borrower and its
Subsidiaries (other than Joint Ventures) ending on December 31 of each calendar
year.

              "FOREIGN BANK" has the meaning assigned to that term in Section
2.09(g)(iii).

              "FUNDING DATE" means the date of the funding of a Loan or the date
of the issuance of a Letter of Credit, as applicable.

              "GOVERNMENT ACTS" has the meaning assigned to such term in Section
2.10(h).

              "GOVERNMENTAL AUTHORITY" means any nation or government, any state
or other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

              "GUARANTOR SUBSIDIARY" means each Subsidiary of the Borrower
listed in Schedule 6.12 annexed hereto and each other Subsidiary of the Borrower
that executes a Subsidiary Guaranty pursuant to Section 7.11(b).

              "INDEBTEDNESS" means, as to any Person, without duplication, (i)
all indebtedness (including principal, fees and charges) of such Person for
borrowed money or for the deferred purchase price of property or services, (ii)
the maximum undrawn amount of or maximum unreimbursed amount under all letters
of credit issued for the account of such Person and all drafts drawn thereunder,
(iii) all liabilities secured by any Lien on any property owned by such Person,
whether or not such liabilities have been assumed by such Person; provided that
liabilities that are nonrecourse to the credit of the Borrower and its
Subsidiaries, shall be deemed to constitute Indebtedness only in an amount equal
to the lesser of (a) the fair market value (on the date of determination of
Indebtedness for purposes of this Agreement) of such property or (b) 



                                       10
<PAGE>   17

the amount of such liabilities, (iv) the aggregate amount required to be
capitalized under generally accepted accounting principles under leases under
which such Person is the lessee, (v) all Contingent Obligations of such Person
and (vi) the total redemption price (including, without limitation, the
liquidation preference, par value, premium and accrued dividends) of any
preferred stock of such Person with a mandatory redemption date prior to the
Termination Date.

              "INTERCOMPANY ACQUISITION NOTE" means any promissory note
evidencing Indebtedness under a loan or advance by AHPF to AHPT permitted under
Section 8.05(xi) to fund an Acquisition by AHPT; provided that the obligations
of AHPT under any Intercompany Acquisition Note shall be expressly subordinated,
on terms satisfactory in form and substance to the Agent, to the Obligations of
AHPT under the Subsidiary Guaranty.

              "INTERCOMPANY ACQUISITION GUARANTY/SECURITY AGREEMENT" means any
guaranty, security agreement or guaranty and security agreement pursuant to
which (x) a newly-acquired Subsidiary of AHPT guaranties the obligations of AHPT
under an Intercompany Acquisition Note issued to AHPF in connection with the
Acquisition of such Subsidiary and/or grants a security interest to AHPF in its
inventory to secure its obligations under such a guaranty or (y) AHPT grants a
security interest to AHPF in its inventory to secure its obligations under an
Intercompany Acquisition Note issued to AHPF in connection with an Acquisition
of assets; provided that (i) any such guaranty shall be expressly subordinated
in right of payment, on terms satisfactory in form and substance to the Agent,
to the Obligations of such Subsidiary under the Subsidiary Guaranty, (ii) any
such security interest shall be expressly subordinated, on terms satisfactory in
form and substance to the Agent, to the security interest in the inventory of
such Subsidiary created in favor of the Agent pursuant to the Subsidiary
Security Agreement, and (iii) any such guaranty or security interest shall be
assigned to the Agent on terms satisfactory in form and substance to the Agent.

              "INTEREST PAYMENT DATE" means, (i) with respect to any Eurodollar
Rate Loan having an Interest Period of one, two or three months, the last day of
the Interest Period applicable to such Loan or, (ii) in the case of any
Eurodollar Rate Loan having an Interest Period of six or nine months, (a) the
date that is three months after the initial date of the Interest Period
applicable to such Loan, (b) the date that is six months after the initial date
of the Interest Period applicable to such Loan, and (c) the last day of the
Interest Period applicable to such Loan.

              "INTEREST PERIOD" means any period applicable to a Loan as
determined pursuant to Section 2.06(b).

              "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement or other similar agreement or arrangement designed
to protect the Borrower against fluctuations in interest rates.

              "INTEREST RATE DETERMINATION DATE" means each date for calculating
the Eurodollar Rate for purposes of determining the interest rate in respect of
an Interest Period. The Interest Rate Determination Date shall be the second
Business Day prior to the first day of the related Interest Period for a
Eurodollar Rate Loan.



                                       11
<PAGE>   18

              "ISSUING BANK" means Bankers Trust Company or its Affiliate or any
successor Bank or its Affiliate in the capacity of issuer of Letters of Credit
pursuant to Section 2.10.

              "JOINT VENTURE" means a single-purpose corporation, partnership,
joint venture or other similar legal arrangement (whether created pursuant to
contract or conducted through a separate legal entity) now or hereafter formed
by the Borrower or any of its Subsidiaries with another Person (other than the
Borrower or any of its Subsidiaries) in order to conduct a common venture or
enterprise with such other Person.

              "LENDING OFFICE" means, with respect to each Bank, the office of
such Bank specified opposite its signature below as its lending office or such
other office of such Bank as such Bank may from time to time specify as such to
the Borrower and the Agent.

              "LETTER OF CREDIT" means any of the standby letters of credit
issued (or deemed issued under Section 2.10(a)) or to be issued by the Issuing
Bank for the account of the Borrower pursuant to Section 2.10 and for the
purposes described in Section 2.08(b); provided that, notwithstanding anything
to the contrary contained herein, any such letter of credit may be issued by an
Affiliate of the Issuing Bank; provided, further, that to the extent that a
letter of credit is issued by an Affiliate of the Issuing Bank, such Affiliate
shall, for all purposes under this Agreement, the Credit Documents and all other
instruments and documents referred to herein and therein be deemed to be the
"ISSUING BANK" with respect to such letter of credit.

              "LETTER OF CREDIT USAGE" means, as at any date of determination,
the sum of (i) the maximum aggregate amount that is or at any time thereafter
may become available for drawing under all Letters of Credit then outstanding
plus (ii) the aggregate amount of all drawings under Letters of Credit honored
by the Issuing Bank and not theretofore reimbursed by the Borrower.

              "LETTER OF NON-EXEMPTION" has the meaning assigned to that term in
Section 2.09(g)(iii).

              "LEVERAGE RATIO" means the ratio of Total Debt to Consolidated
Adjusted EBITDA of the Borrower and its Subsidiaries on the date of the most
recent Margin Rate Determination Certificate.

              "LIEN" means any mortgage, pledge, hypothecation, assignment for
security, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, any agreement to give
any security interest and any lease having substantially the same effect as any
of the foregoing).

              "LOAN" or "LOANS" means one or more of the Term Loans or the
Revolving Loans or the Swing Line Loans.



                                       12
<PAGE>   19

              "MARGIN RATE DETERMINATION CERTIFICATE" means an Officers'
Certificate of the Borrower setting forth in reasonable detail the Total Debt
and the Consolidated Adjusted EBITDA as of the date on which such Officers'
Certificate is delivered pursuant to Section 7.01(j) of the Existing Credit
Agreement or Section 7.01(j) of this Agreement with the financial statements
required pursuant to Section 7.01(a) or (b) of each such agreement.

              "MARGIN STOCK" has the meaning provided in Regulation U of the
Board of Governors of the Federal Reserve System.

              "NET WORTH" means, as to any Person, the sum of its capital stock,
capital in excess of par or stated value of shares of its capital stock,
retained earnings and any other account that, in accordance with generally
accepted accounting principles consistently applied, constitutes stockholders'
equity, excluding any treasury stock.

              "NOTES" means one or more of the Term Notes or the Revolving Notes
or the Swing Line Note.

              "NOTICE OF REVOLVER BORROWING" means a notice substantially in the
form of EXHIBIT A annexed hereto with respect to a proposed Revolving Loan.

              "NOTICE OF SWING LINE BORROWING" means a notice substantially in
the form of EXHIBIT B annexed hereto with respect to a proposed Swing Line Loan.

              "NOTICE OF TERM BORROWING" means a notice substantially in the
form of EXHIBIT C annexed hereto with respect to a proposed Term Loan.

              "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially
in the form of EXHIBIT D annexed hereto with respect to a proposed conversion or
continuation of a Loan.

              "NOTICE OF ISSUANCE OF LETTER OF CREDIT" means a notice in the
form of EXHIBIT E annexed hereto with respect to a proposed issuance of a Letter
of Credit.

              "NOTICE OFFICE" means the office of the Agent located at One
Bankers Trust Plaza, 130 Liberty Street, 14th Floor, New York, New York 10006,
Attn: Jocelyn Rock in each case with a copy to 300 South Grand Avenue, 41st
Floor, Los Angeles, California 90071, Attn: Kate Cook, or such other office or
offices as the Agent may hereafter designate in writing as such to the other
parties hereto.

              "OBLIGATIONS" means all amounts now or hereafter owing to the
Agent or any Bank pursuant to the terms of this Agreement or any other Credit
Document. For the purposes of the Credit Documents, the Obligations shall
include all "Obligations", as such term is defined in the Existing Credit
Agreement, to the extent such Obligations are not otherwise continued pursuant
to this Agreement.



                                       13
<PAGE>   20

              "OFFICERS' CERTIFICATE" means, as applied to any corporation,
association or joint venture, a certificate executed on behalf of such
corporation, association or joint venture, by the Chairman of the Board (if an
officer) or the President or one of its Vice Presidents and by the Chief
Financial Officer or the Chief Accounting Officer or the Treasurer or an
Assistant Treasurer of such corporation or the managing partner (or Person with
equivalent authority) of such association or joint venture; provided that every
Officers' Certificate with respect to the compliance with a condition precedent
to the making of any Loans or issuance of any Letters of Credit hereunder shall
include (i) a statement that the officer or officers or managing partner (or
Person with equivalent authority) making or giving such Officers' Certificate
have read such condition and any definitions or other provisions contained in
this Agreement relating thereto, (ii) a statement that, in the opinion of the
signers, they have made or have caused to be made such examination or
investigation as is necessary to enable them to express an informed opinion as
to whether or not such condition has been complied with, and (iii) a statement
as to whether, in the opinion of the signers, such condition has been complied
with.

              "ORDINARY COURSE OF BUSINESS" means, in respect of any transaction
involving the Borrower or any Subsidiary of the Borrower, the ordinary course of
such Person's business, as conducted by any such Person in accordance with past
practice (including, without limitation, such Person's past practice of
consultation with legal counsel) and undertaken by such Person in good faith and
not for purposes of evading any covenant or restriction in any Credit Document.

              "ORIGINAL CREDIT AGREEMENT" means that certain Credit Agreement
dated as of October 20, 1994 by and among the Borrower, the "Banks" party
thereto, and Banker's Trust Company, as the "Agent", as amended, supplemented or
otherwise modified prior to the effective date of the First Amended and Restated
Credit Agreement.

              "OSHA" means the United States Occupational Safety and Health
Administration.

              "PAYMENT OFFICE" means the office of the Agent located at One
Bankers Trust Plaza, New York, New York 10006, Attention: Commercial Loan
Division Ref: AHP, or such other office as the Agent may hereafter designate in
writing as such to the other parties hereto.

              "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA or any successor thereto.

              "PERMITTED LIENS" has the meaning assigned to that term in Section
8.01(iii).

              "PERSON" means any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

              "PERFORMANCE PLAN" has the meaning assigned to that term in
Section 7.01(d).

              "PLAN" means any multiemployer plan or single-employer plan as
defined in



                                       14
<PAGE>   21

Section 4001 of ERISA, that is maintained or contributed to, or at any time
during the five calendar years preceding the date of this Agreement was
maintained or contributed to, by the Borrower or by a Subsidiary of the Borrower
or an ERISA Affiliate.

              "PRIME RATE" means the rate that Bankers Trust Company announces
from time to time as its prime lending rate, and the Prime Rate shall change
when and as such prime lending rate changes. The Prime Rate is a reference rate
and does not necessarily represent the lowest or best rate actually charged to
any customer. Bankers Trust Company may make commercial loans or other loans at
rates of interest at, above or below the Prime Rate.

              "PRIOR CREDIT AGREEMENT" means, collectively, the Original Credit
Agreement, the First Amended and Restated Credit Agreement and the Existing
Credit Agreement.

              "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Term Loan Commitment or the Term
Loan of any Bank, the percentage obtained by dividing (x) the Term Loan Exposure
of that Bank by (y) the aggregate Term Loan Exposure of all Banks, (ii) with
respect to all payments, computations and other matters relating to the
Revolving Loan Commitment or the Revolving Loans of any Bank or any Letters of
Credit issued or participations therein purchased by any Bank or any
participations in any Swing Line Loans purchased by any Bank, the percentage
obtained by dividing (x) the Revolving Loan Exposure of that Bank by (y) the
aggregate Revolving Loan Exposure of all Banks, and (iii) for all other purposes
with respect to each Bank, the percentage obtained by dividing (x) the sum of
the Term Loan Exposure of that Bank plus the Revolving Loan Exposure of that
Bank by (y) the sum of the aggregate Term Loan Exposure of all Banks plus the
aggregate Revolving Loan Exposure of all Banks, in any such case as the
applicable percentage may be adjusted by assignments permitted pursuant to
Section 11.05. The initial Pro Rata Share of each Bank for purposes of each of
clauses (i), (ii) and (iii) of the preceding sentence is set forth opposite the
name of that Bank in SCHEDULE 1.01(A) annexed hereto and SCHEDULE 1.01(A) shall
be amended and the Banks' Pro Rata Shares shall be adjusted from time to time to
give effect to the addition of any new Banks and any reallocations among
existing Banks necessary to reflect assignments pursuant to Section 11.05. The
sum of the Pro Rata Shares of all Banks at any date of determination shall equal
100%

              "REFUNDED SWING LINE LOANS" has the meaning assigned to that term
in Section 2.02(c).

              "REPORTABLE EVENT" means an event described in Section 4043(b) of
ERISA with respect to a Plan as to which the 30-day notice requirement has not
been waived by the PBGC.

              "REQUIRED BANKS" means Banks having or holding 51% or more of the
aggregate of the Commitments or of the Loans outstanding hereunder.

              "RESTRUCTURING NOTE" has the meaning assigned to that term in the
Existing Credit Agreement.



                                       15
<PAGE>   22

              "REVOLVING LOAN COMMITMENT" or "REVOLVING LOAN COMMITMENTS" means
the commitment or commitments of a Bank or Banks to make Revolving Loans as set
forth in Section 2.01(a).

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

              "REVOLVING LOANS" means the Revolving Loans made by the Banks on
or after the Effective Date pursuant to Section 2.01(a). The term "Revolving
Loan" shall not include Swing Line Loans.

              "REVOLVING NOTES" means the promissory notes of the Borrower
issued in favor of the Banks pursuant to Section 2.05 to evidence the Revolving
Loans, substantially in the form annexed hereto as EXHIBIT F-1, as they may be
amended, supplemented or otherwise modified from time to time.

              "SEC" has the meaning assigned to that term in Section 7.01(h).

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

              "SUBORDINATION AGREEMENTS" means the Subordination Agreements
executed pursuant to the Prior Credit Agreement among the Borrower, the Agent
and certain holders of the Unsecured Seller Debt, substantially in the form
annexed hereto as EXHIBIT M.

              "SUBSIDIARY" means, as to any Person, (i) 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 stock of any class or classes of
such corporation shall have or might have voting power by reason of the


                                       16
<PAGE>   23

happening of any contingency which has not occurred by the date of
determination) is at the time owned by such Person and/or one or more
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Subsidiaries of such
Person has more than a 50% equity interest at the time.

              "SUBSIDIARY GUARANTY" means that certain Guaranty Agreement dated
as of October 20, 1994, executed and delivered by each Guarantor Subsidiary for
the benefit of the Agent pursuant to Section 5.01 of the Prior Credit Agreement
and any Guarantor Subsidiary required to deliver the same pursuant to Section
7.11(b) of the Prior Credit Agreement or this Agreement, a copy of which
(executed by each Subsidiary of the Borrower which is a Guarantor Subsidiary on
the Effective Date) is annexed hereto as EXHIBIT G, as such Guaranty Agreement
has heretofore been, and as it hereafter may be, amended, amended and restated,
supplemented or otherwise modified from time to time.

              "SUBSIDIARY PARTNERSHIP SECURITY AGREEMENT" means a Subsidiary
Partnership Security Agreement executed and delivered by the Agent and any
Guarantor Subsidiary required to deliver the same pursuant to Section 7.11(b) of
the Prior Credit Agreement or this Agreement, substantially in the form annexed
hereto as EXHIBIT U, as such Subsidiary Partnership Security Agreement may be
amended, amended and restated, supplemented or otherwise modified from time to
time.

              "SUBSIDIARY PLEDGE AGREEMENT" means that certain Subsidiary Pledge
Agreement dated as of October 20, 1994, executed and delivered by the Agent and
each Guarantor Subsidiary pursuant to Section 5.01 of the Prior Credit Agreement
and any Guarantor Subsidiary required to deliver the same pursuant to Section
7.11(b) of the Prior Credit Agreement or this Agreement, a copy of which
(executed by each Subsidiary of the Borrower which is a Guarantor Subsidiary on
the Effective Date) is annexed hereto as EXHIBIT I, as such Subsidiary Pledge
Agreement has heretofore been, and as it hereafter may be, amended, amended and
restated, supplemented or otherwise modified from time to time.

              "SUBSIDIARY SECURITY AGREEMENT" means that certain Subsidiary
Security Agreement dated as of October 20, 1994, executed and delivered by the
Agent and each Guarantor Subsidiary pursuant to Section 5.01 of the Prior Credit
Agreement and any Guarantor Subsidiary required to deliver the same pursuant to
Section 7.11(b) of the Prior Credit Agreement or this Agreement, a copy of which
(executed by each Subsidiary of the Borrower which is a Guarantor Subsidiary on
the Effective Date) is annexed hereto as EXHIBIT K, as such Subsidiary Security
Agreement has heretofore been, and as it hereafter may be, amended, amended and
restated, supplemented or otherwise modified from time to time.

              "SUBSIDIARY TRADEMARK SECURITY AGREEMENT" means the trademark
security agreement dated as of May 1, 1996, executed and delivered by the Agent
and each Guarantor Subsidiary which is not party to the Trademark Security
Agreement pursuant to Section 5.01 of the Prior Credit Agreement, and any
Guarantor Subsidiary required to deliver the same pursuant to Section 7.11(b) of
the Prior Credit Agreement or this Agreement, a copy of which (executed by each
Subsidiary of the Borrower which is a Guarantor Subsidiary on the Effective
Date) is 



                                       17
<PAGE>   24

annexed hereto as EXHIBIT L-2, as such Subsidiary Trademark Security
Agreement may be amended, amended and restated, supplemented or otherwise
modified from time to time.

              "SWING LINE LOAN COMMITMENT" has the meaning assigned to that term
in Section 2.02(a).

              "SWING LINE BANK" means Bankers Trust Company in its capacity as
the holder of the Swing Line Loan Commitment and any entity that assumes Bankers
Trust Company's rights and obligations with respect thereto pursuant to Section
11.05.

              "SWING LINE LOAN" means one or more of the Loans made by the Swing
Line Bank pursuant to Section 2.02(a). The term "Swing Line Loan" shall not
include Revolving Loans.

              "SWING LINE NOTE" means (i) the promissory note of the Borrower
issued pursuant to Section 2.05 on the Effective Date and (ii) any promissory
note issued by the Borrower to any successor Agent and Swing Line Bank pursuant
to the last sentence of Section 10.09(d), in each case substantially in the form
of EXHIBIT F-2 annexed hereto, as they may be amended, supplemented or otherwise
modified from time to time.

              "TARGET" means the Person to be acquired, or the Person whose
assets are to be acquired, in any Acquisition.

              "TAX" or "TAXES" means any present or future tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature and whatever called,
by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld
or assessed; provided that "TAX ON THE OVERALL NET INCOME" of a Person shall be
construed as a reference to a tax imposed by the jurisdiction (whether local,
state, federal or foreign) in which that Person's principal office (and/or, in
the case of a Bank, its lending office) is located or in which that Person is
deemed to be doing business on all or part of the net income, profits or gains
of that Person (whether worldwide, or only insofar as such income, profits or
gains are considered to arise in or to relate to a particular jurisdiction, or
otherwise).

              "TERM LOAN COMMITMENT" means the commitment of a Bank to make a
Term Loan to the Borrower pursuant to Section 2.03, and "TERM LOAN COMMITMENTS"
means such commitments of all Banks in the aggregate.

              "TERM LOAN EXPOSURE" means, with respect to any Bank as of any
date of determination (i) prior to the funding of the Term Loans, that Bank's
Term Loan Commitment and (ii) after the funding of the Term Loans, the
outstanding principal amount of the Term Loan of that Bank.

              "TERM LOANS" means the Loans made by Banks to the Borrower
pursuant to Section 2.03.



                                       18
<PAGE>   25

              "TERM NOTES" means any promissory notes of the Borrower issued in
favor of the Banks pursuant to Section 2.05 to evidence the Term Loans of any
Banks, substantially in the form annexed hereto as EXHIBIT F-3, as they may be
amended, supplemented or otherwise modified from time to time.

              "TERMINATION DATE" means the earlier of (a) June 17, 2002 and (b)
the date upon which the Revolving Loan Commitments are terminated pursuant to
Section 4.03 or Section 9.

              "TOTAL DEBT" means all Indebtedness of the Borrower and its
Subsidiaries on a consolidated basis outstanding on any date of determination,
including, without limitation, any Indebtedness incurred or to be incurred on
such date in connection with an Acquisition, but excluding Indebtedness with
respect to Letters of Credit and Interest Rate Agreements.

              "TOTAL REVOLVING LOAN COMMITMENTS" means, as at any date of
determination, the aggregate principal amount of all Revolving Loan Commitments
then outstanding.

              "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans plus (ii) the Letter of Credit Usage plus (iii) the
aggregate principal amount of all Swing Line Loans outstanding at such time;
provided that Total Utilization of Revolving Loan Commitments shall be
determined without duplication of Revolving Loans, the proceeds of which are
used simultaneously to refund other Revolving Loans or Swing Line Loans.

              "TRADEMARK SECURITY AGREEMENT" means that certain Trademark
Security Agreement dated as of October 20, 1994, executed and delivered by the
Borrower, the Agent and each Guarantor Subsidiary which is a Guarantor
Subsidiary prior to the Effective Date pursuant to Section 5.01 of the Prior
Credit Agreement, a copy of which is annexed hereto as EXHIBIT L-1, as such
Trademark Security Agreement has heretofore been, and as it hereafter may be,
amended, amended and restated, supplemented or otherwise modified from time to
time.

              "UCC" means the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

              "UNFUNDED CURRENT LIABILITY" means, as to any Plan, the amount, if
any, by which the present value of the accrued benefits under such Plan as of
the close of its most recent plan year determined in accordance with Section 412
of the Code exceeds the fair market value of the assets allocable thereto.

              "UNSECURED SELLER DEBT" means the Indebtedness represented by the
Acquisition Notes and the Indebtedness permitted by Section 8.04(xii).

              "WHOLLY-OWNED SUBSIDIARY" means, as to any Person, (i) any
corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such Person
and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time.



                                       19
<PAGE>   26

              1.02 PRINCIPLES OF CONSTRUCTION.

              (a) All references to sections, schedules and exhibits are to
sections, schedules and exhibits in or to this Agreement unless otherwise
specified. The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement.

              (b) All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles in
conformity with those used in the preparation of the financial statements
referred to in Sections 6.05(a). Except in connection with the preparation of
the financial statements and other information required to be delivered by the
Borrower to the Banks pursuant to Sections 7.01(a), (b), (d), (e) and (h),
calculations made with respect to the definitions, covenants and other
provisions of this Agreement shall give effect to adjustments in component
amounts required or permitted by Accounting Principles Board Opinions Nos. 16
and 17 as a result of any Acquisition.
























                                       20
<PAGE>   27


              SECTION 2. AMOUNT AND TERMS OF CREDIT.

              2.01 THE REVOLVING LOANS.

              (A) THE REVOLVING LOANS. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the
Borrower set forth herein, each Bank hereby severally agrees, subject to the
limitations set forth below with respect to the maximum amount of Revolving
Loans permitted to be outstanding from time to time, to make Revolving Loans to
the Borrower from time to time during the period from the Effective Date through
but excluding the Termination Date in an amount not exceeding its Pro Rata Share
of the difference between the (i) aggregate Revolving Loan Commitments (as
defined below) then in effect and (ii) the sum of (a) the aggregate principal
amount of Swing Line Loans then outstanding (excluding Swing Line Loans to be
repaid with the proceeds of such Revolving Loans) and (b) the Letter of Credit
Usage for the purposes identified in Section 2.08. Each Bank's commitment to
maintain and make Revolving Loans to the Borrower pursuant to this Section
2.01(a) is hereby called its "REVOLVING LOAN COMMITMENT" and such commitments of
all the Banks in the aggregate are herein called the "REVOLVING LOAN
COMMITMENTS." The initial amount of each Bank's Revolving Loan Commitment is set
forth in SCHEDULE 1.01(A) and the aggregate initial amount of all Revolving Loan
Commitments is $175,000,000. The amount of the Revolving Loan Commitments shall
be reduced by the amount of all reductions thereof made pursuant to Section 4.02
or Section 9 through the date of determination. In no event shall the aggregate
principal amount of the Revolving Loans from any Bank outstanding at any time
exceed the amount of its Revolving Loan Commitment then in effect. Each Bank's
Revolving Loan Commitment shall expire on the Termination Date and all Revolving
Loans and all other amounts owed hereunder with respect to the Revolving Loans,
the Revolving Loan Commitments, or otherwise (including, without limitation, any
cash deposit required under Section 2.10(a) with respect to any Letter of Credit
having an expiration date subsequent to the Termination Date) shall be paid in
full no later than that date.

              Notwithstanding the foregoing provisions of this Section 2.01(a)
and the provisions of Section 2.01(b), the extensions of credit under the
Revolving Loan Commitments shall be subject to the following limitations in the
amounts and during the periods indicated:

              (i) The amount otherwise available for borrowing under the
       Revolving Loan Commitments as of any time of determination (other than to
       reimburse the Issuing Bank for the amount of any drawings under any
       Letter of Credit honored by the Issuing Bank and not theretofore
       reimbursed by the Borrower or to reimburse the Swing Line Bank for the
       amount of any Swing Line Loans outstanding) shall be reduced by the
       Letter of Credit Usage and the aggregate principal amount of the Swing
       Line Loans then outstanding as of such time of determination; and

              (ii) In no event shall the Total Utilization of Revolving Loan
       Commitments exceed the Total Revolving Loan Commitments then in effect.

              Subject to Section 2.09(d), all Revolving Loans under this
Agreement shall be 



                                       21
<PAGE>   28

made by the Banks simultaneously and proportionately to their respective Pro
Rata Shares, it being understood that no Bank shall be responsible for any
default by any other Bank in that other Bank's obligation to make Revolving
Loans hereunder nor shall the Revolving Loan Commitment of any Bank be increased
or decreased as a result of the default by any other Bank in that other Bank's
obligation to make Revolving Loans hereunder. Amounts borrowed by the Borrower
under this Section 2.01(a) may be repaid and, through but excluding the
Termination Date, reborrowed.

              (B) NOTICE OF REVOLVER BORROWING. Subject to Section 2.01(a),
whenever the Borrower desires to borrow Revolving Loans under this Section 2.01,
it shall deliver to the Agent at its Notice Office a Notice of Revolver
Borrowing no later than 12:00 Noon (New York time) one Business Day in advance
of the proposed Funding Date (in the case of a requested Base Rate Loan) and
three Business Days in advance of the proposed Funding Date (in the case of a
requested Eurodollar Rate Loan). The Notice of Revolver Borrowing shall specify
(i) the proposed Funding Date (which shall be a Business Day), (ii) the amount
of the proposed borrowing and that the proposed borrowing shall be a Revolving
Loan, (iii) in the case of any Revolving Loans requested to be made on or within
three days after the Effective Date, that such Revolving Loans shall initially
be Base Rate Loans, (iv) in the case of Revolving Loans requested to be made
more than three days after the Effective Date, whether such Revolving Loans are
initially to consist of Base Rate Loans or Eurodollar Rate Loans or a
combination thereof, (v) if such Revolving Loans, or any portion thereof, are
initially to be Eurodollar Rate Loans, the amounts thereof and the initial
Interest Periods therefor and (vi) that the Total Utilization of Revolving Loan
Commitments (after giving effect to the Revolving Loans then requested) will not
exceed the Total Revolving Loan Commitments then in effect. Revolving Loans
shall be made in an aggregate minimum amount of $1,000,000 and integral
multiples of $100,000 in excess of that amount. Revolving Loans may be continued
as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner
provided in Section 2.06(d); provided that unless the Agent otherwise consents
in writing, the Revolving Loans made during the period from and including the
Effective Date until the date three Business Days after the Effective Date may
not be converted until three Business Days after the Effective Date. In lieu of
delivering the above-described Notice of Revolver Borrowing, the Borrower may
give the Agent telephonic notice by the required time of any proposed borrowing
of Revolving Loans under this Section 2.01; provided that such notice shall be
promptly confirmed in writing by delivery of a Notice of Revolver Borrowing to
the Agent on or prior to the Funding Date of the requested Revolving Loans.

              Neither the Agent nor any Bank shall incur any liability to the
Borrower in acting upon any telephonic notice referred to above that the Agent
believes in good faith to have been given by a duly authorized officer or other
person authorized to borrow on behalf of the Borrower or for otherwise acting in
good faith under this Section 2.01 and upon funding of Revolving Loans by the
Banks in accordance with this Agreement pursuant to any such telephonic notice,
the Borrower shall have effected Revolving Loans hereunder.

              Except as provided in Section 2.09(d), a Notice of Revolver
Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the 



                                       22
<PAGE>   29

related Interest Rate Determination Date, and the Borrower shall be bound to
make a borrowing in accordance therewith.

              2.02 THE SWING LINE LOANS.

              (A) The Swing Line Bank hereby agrees, subject to the limitations
set forth below with respect to the maximum amount of Swing Line Loans permitted
to be outstanding from time to time and subject to the other terms and
conditions hereof, to make a portion of the Revolving Loan Commitments available
to the Borrower from time to time during the period from the Business Day
immediately following the Effective Date to but excluding the second day prior
to the Termination Date by making Swing Line Loans to the Borrower in an
aggregate amount not exceeding the amount of the Swing Line Loan Commitment (as
defined below) to be used for the purposes identified in Section 2.08(a),
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Swing Line Bank's outstanding Revolving Loans may exceed its Revolving Loan
Commitment. The Swing Line Bank's commitment to make Swing Line Loans to the
Borrower pursuant to this Section 2.02(a) is herein called its "SWING LINE LOAN
COMMITMENT," and the original amount of the Swing Line Loan Commitment is
$10,000,000 and may not be increased without the consent of the Swing Line Bank
and the Required Banks. Amounts borrowed under this Section 2.02(a) may be
repaid and reborrowed to but excluding the second day prior to the Termination
Date on which second day all Swing Line Loans and all other amounts owed
hereunder with respect to the Swing Line Loans shall be paid in full by the
Borrower.

              Anything contained in this Agreement to the contrary
notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall
be subject to the following limitations in the amounts and during the periods
indicated:

              (i)  in no event shall the Total Utilization of Revolving Loan
       Commitments exceed the Total Revolving Loan Commitments then in effect;
       and

              (ii) any reduction of the Revolving Loan Commitments made pursuant
       to Section 4.02 that reduces the aggregate Revolving Loan Commitments to
       an amount less than the then current amount of the Swing Line Loan
       Commitment shall result in an automatic corresponding reduction of the
       Swing Line Loan Commitment to the amount of the Revolving Loan
       Commitments, as so reduced, without any further action on the part of the
       Swing Line Bank.

              (B) Whenever the Borrower desires that the Swing Line Bank make a
Swing Line Loan under Section 2.02(a), it shall deliver to the Swing Line Bank a
Notice of Swing Line Borrowing no later than 12:00 Noon (New York City time) on
the proposed Funding Date (which shall be a Business Day). The Notice of Swing
Line Borrowing shall specify (i) the proposed Funding Date, (ii) the amount of
the Swing Line Loan requested (which shall be in the amount of $100,000 and
integral multiples of $10,000 in excess thereof) and (iii) that the Total
Utilization of Revolving Loan Commitments (after giving effect to the proposed
borrowing) does not exceed the Total Revolving Loan Commitments then in effect.
In lieu of delivering the



                                       23
<PAGE>   30

above-described Notice of Swing Line Borrowing, the Borrower may give the Agent
telephonic notice by the required time of any proposed borrowing of Swing Line
Loans under this Section 2.02; provided that such notice shall be promptly
confirmed in writing by delivery of a Notice of Swing Line Borrowing to the
Agent on or prior to the Funding Date of the requested Loans, which Notice of
Swing Line Borrowing may be given by facsimile.

              (C) With respect to any Swing Line Loans that have not been
voluntarily prepaid by the Borrower pursuant to Section 4.02, the Swing Line
Bank may at any time (without regard to whether an Event of Default has occurred
and is continuing) in its sole and absolute discretion, deliver to each Bank
(with a copy to the Borrower), no later than 12:00 Noon (New York City time) at
least one Business Day in advance of the proposed Funding Date, a notice (which
shall be deemed to be a Notice of Revolver Borrowing given by the Borrower)
requesting Banks to make Revolving Loans that are Base Rate Loans on such
Funding Date in an aggregate amount equal to the amount of such Swing Line Loans
(the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given
that the Swing Line Bank requests the Banks to prepay. Each Bank (other than the
Swing Line Bank) shall make the amount of its Revolving Loan available to the
Agent by depositing the amount thereof in same day funds at the Agent's Payment
Office on the next Business Day. Anything contained in this Agreement to the
contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the
Banks other than the Swing Line Bank shall be delivered immediately to the Swing
Line Bank (and not to the Borrower) and applied to repay a corresponding portion
of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are
made, the Swing Line Bank's Pro Rata Share of the Refunded Swing Line Loans
shall be deemed to be paid with the proceeds of a Revolving Loan made by the
Swing Line Bank and such portion of the Swing Line Loans deemed to be so paid
shall no longer be outstanding as Swing Line Loans and shall no longer be due
under the Swing Line Note of the Swing Line Bank but shall be outstanding as
Revolving Loans and shall be due under the Revolving Note of the Swing Line Bank
in its capacity as a Bank. If any portion of any such amount paid (or deemed to
be paid) to the Swing Line Bank should be recovered by or on behalf of the
Borrower from the Swing Line Bank in bankruptcy, by assignment for the benefit
of creditors or otherwise, the loss of the amount so recovered shall be shared
ratably among all the Banks in the manner contemplated by Section 11.07.

              If, as a result of any bankruptcy or similar proceeding with
respect to the Borrower, Revolving Loans are not made pursuant to this Section
2.02(c) in an amount sufficient to repay any amounts owed to the Swing Line Bank
in respect of any outstanding Swing Line Loans or if the Swing Line Bank shall
so request each Bank for any reason, the Swing Line Bank shall be deemed to have
sold without recourse or representation or warranty, and each Bank shall be
deemed to have purchased and hereby agrees to purchase, a participation in such
outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the
unpaid amount thereof together with accrued interest thereon. Upon one Business
Day's notice from the Swing Line Bank, each Bank (other than the Swing Line
Bank) shall deliver to the Swing Line Bank an amount equal to its respective
participation in same day funds at the Agent's Payment Office. In the event any
such Bank fails to make available to the Swing Line Bank the amount of such
Bank's participation as provided in this paragraph, the Swing Line Bank shall be
entitled to recover such amount on demand from such Bank together with interest
thereon at the Base Lending Rate in effect from time to time.



                                       24
<PAGE>   31

              Anything contained herein to the contrary notwithstanding, the
obligation of each Bank (other than the Swing Line Bank) to make Revolving Loans
for the purpose of repaying any Refunded Swing Line Loans pursuant to the second
preceding paragraph and each such Bank's obligation to purchase a participation
in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph
shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (a) any set-off, counterclaim,
recoupment, defense or other right that such Bank may have against the Swing
Line Bank, the Borrower or any other Person for any reason whatsoever; (b) the
occurrence or continuance of an Event of Default; (c) any adverse change in the
business, operations, properties, assets, condition (financial or otherwise), or
prospects of the Borrower or any of its Subsidiaries; (d) any breach of this
Agreement by any party hereto; or (e) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing; provided, however,
that no Bank shall have any obligation to make a Revolving Loan for the purpose
of repaying, or to purchase any participation in, any Swing Line Loan to the
extent such Swing Line Loan increased the Total Utilization of Revolving Loan
Commitments (after giving effect to the repayment of any Loans with the proceeds
of such Swing Line Loan) and was made even though the Swing Line Bank had actual
knowledge that the conditions to making such Swing Line Loan were not satisfied.

              2.03 THE TERM LOANS.

              (A) THE TERM LOANS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of the
Borrower set forth herein, each Bank severally agrees to lend to the Borrower,
in a single borrowing on the Effective Date, an amount not exceeding its Pro
Rata Share of the Term Loan Commitments to be used for the purposes identified
in Section 2.08. The amount of each Bank's Term Loan Commitment is set forth
opposite its name on SCHEDULE 1.01(A) annexed hereto and the aggregate amount of
the Term Loan Commitments is $150,000,000.

              (B) NOTICE OF TERM LOAN BORROWING. Whenever the Borrower desires
that Banks make Term Loans it shall deliver to Agent a Notice of Term Borrowing
no later than 12:00 Noon (New York City time) three Business Days in advance of
the proposed Funding Date (in the case of a Eurodollar Rate Loan) or one
Business Day in advance of the proposed Funding Date (in the case of a Base Rate
Loan). The Notice of Term Borrowing shall specify (i) the proposed Funding Date
(which shall be a Business Day), (ii) the amount requested, (ii) whether such
Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (iii) in the case
of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest
Period requested therefor. Term Loans may be continued as or converted into Base
Rate Loans and Eurodollar Rate Loans in the manner provided in Section 2.06(d).
In lieu of delivering the above-described Notice of Borrowing, the Borrower may
give Agent telephonic notice by the required time of any proposed borrowing
under Section 2.03(a); provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Borrowing to Agent on or before the
applicable Funding Date.



                                       25
<PAGE>   32

              Neither Agent nor any Bank shall incur any liability to the
Borrower in acting upon any telephonic notice referred to above that Agent
believes in good faith to have been given by a duly authorized officer or other
person authorized to borrow on behalf of the Borrower or for otherwise acting in
good faith under this Section 2.03(b), and upon funding of Loans by Banks in
accordance with this Agreement pursuant to any such telephonic notice the
Borrower shall have effected Loans hereunder.

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

              2.04 DISBURSEMENT OF FUNDS. Promptly after receipt of a Notice of
Revolver Borrowing or a Notice of Term Borrowing (or telephonic notice thereof)
pursuant to Section 2.01(b) or 2.03(b), but no later than 4:00 p.m. (New York
time) on the date of such receipt, the Agent shall notify each Bank of the
proposed borrowing. Each Bank shall make the amount of its applicable Loan
available to the Agent, in same day funds, at its Payment Office not later than
12:00 Noon (New York time) on the Funding Date. Upon satisfaction or waiver of
the conditions precedent specified in Section 5, as applicable, the Agent shall
make the proceeds of such Loans available to the Borrower on such Funding Date
by causing an amount of same day funds equal to the proceeds of all such Loans
received by the Agent to be credited to the account of the Borrower at such
office of the Agent.

              Unless the Agent shall have been notified by any Bank in writing
prior to any Funding Date in respect of any Loans that such Bank does not intend
to make available to the Agent such Bank's applicable Loan on such Funding Date
(which such notice, if so received by the Agent, promptly shall be communicated
to the Borrower), the Agent may assume that such Bank has made such amount
available to the Agent on such Funding Date and the Agent in its sole discretion
may, but shall not be obligated to, make available to the Borrower a
corresponding amount on such Funding Date. If such corresponding amount is not
in fact made available to the Agent by such Bank, the Agent shall be entitled to
recover such corresponding amount on demand from such Bank together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to the Agent, at the customary rate set by the Agent for the correction
of errors among banks for three Business Days and thereafter at the Base Lending
Rate. If such Bank does not pay such corresponding amount forthwith upon the
Agent's demand therefor, the Agent promptly shall notify the Borrower, and the
Borrower immediately shall pay such corresponding amount to the Agent. Nothing
in this Section 2.04 shall be deemed to relieve any Bank from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that the Borrower
may have against any Bank as a result of any default by such Bank hereunder.



                                       26
<PAGE>   33

              2.05 PREPAYMENT OF LOANS OUTSTANDING ON EFFECTIVE DATE; NOTES.

              (A) On the Effective Date, the Existing Bank Loans shall be
prepaid with the proceeds of the Term Loans together with a portion of the
proceeds of the initial Bank Loans. Based on such assumed prepayment of the
Existing Bank Loans, the Agent shall advise each Bank and each Existing Bank as
to the net amount of payments to be received by, or Loans to be advanced by,
such Bank or Existing Bank on the Effective Date.

              (B) On and after the Effective Date, the Existing Notes shall be
of no further force and effect, and the Swing Line Bank and each Existing Bank
that is also a Bank hereunder shall deliver any Existing Notes issued to such
Bank, marked to show their cancellation, to the Borrower. The Borrower shall
execute and deliver (i) to each Bank (or to the Agent for that Bank) on the
Effective Date a Revolving Note substantially in the form of EXHIBIT F-1 to
evidence that Bank's Revolving Loans, in the principal amount of that Bank's
Revolving Loan Commitment and with other appropriate insertions, (ii) to the
Swing Line Bank on the Effective Date a Swing Line Note substantially in the
form of EXHIBIT F-2 annexed hereto to evidence the Swing Line Bank's Swing Line
Loans, in the principal amount of the Swing Line Loan Commitment and with other
appropriate insertions, and (iii ) to each Bank (or to the Agent for that Bank)
on the Effective Date a Term Note substantially in the form of EXHIBIT F-3 to
evidence that Bank's Term Loan, in the principal amount of that Bank's Term Loan
Commitment and with other appropriate insertions. Each Bank will note on its
internal records the amount of each Loan made by it and each payment in respect
thereof and, prior to any transfer of any of its Notes, will endorse on the
reverse side thereof the outstanding principal amount of the Loans evidenced
thereby. Failure to make any such notation shall not affect the Borrower's
obligations in respect of such Loans.

              2.06 INTEREST ON THE LOANS.

              (A) RATE OF INTEREST. Subject to the provisions of Sections
2.06(e) and 2.09(g), each Loan shall bear interest on the unpaid principal
amount thereof from the date made through maturity (whether by acceleration or
otherwise) at a rate determined by reference to, (i) if a Term Loan or Revolving
Loan, the Base Lending Rate or the Adjusted Eurodollar Rate and (ii) if a Swing
Line Loan, the Base Lending Rate. The applicable basis for determining the rate
of interest for Revolving Loans and Term Loans shall be selected by the Borrower
initially at the time a Notice of Revolver Borrowing or Notice of Term Borrowing
is given with respect thereto pursuant to Section 2.01(b) or Section 2.03(b), as
the case may be. The basis for determining the interest rate with respect to any
Revolving Loan or Term Loan may be changed from time to time pursuant to Section
2.06(d). If on any day a Revolving Loan or Term Loan is outstanding with respect
to which notice has not been delivered to the Agent in accordance with the terms
of this Agreement specifying the basis for determining the rate of interest,
then for that day that Loan shall bear interest determined by reference to the
Base Lending Rate.

              (i) The Term Loans and the Revolving Loans shall bear interest
through maturity as follows:



                                       27
<PAGE>   34

                   (A) if a Base Rate Loan, then at the sum of the Base Lending 
       Rate plus the Applicable Base Margin; and

                   (B) if a Eurodollar Rate Loan, then at the sum of the
       Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin;

              (ii) The Swing Line Loans shall bear interest at a per annum rate
equal to the Base Lending Rate plus the Applicable Base Margin minus the
Commitment Fee Percentage then in effect.

              On the Effective Date, the Applicable Eurodollar Margin and the
Applicable Base Margin shall be determined in accordance with the Leverage Ratio
set forth in the Margin Rate Determination Certificate delivered by the Borrower
to the Agent pursuant to Section 5.01(e). Upon delivery of any subsequent Margin
Rate Determination Certificate by the Borrower to the Agent pursuant to Section
7.01(j), the Applicable Eurodollar Margin and the Applicable Base Margin shall
automatically be adjusted in accordance with the Leverage Ratio set forth
therein, such adjustment to become effective on the Business Day next succeeding
the Business Day on which the Agent received such Margin Rate Determination
Certificate.

              (B) INTEREST PERIODS. In connection with each Eurodollar Rate
Loan, the Borrower shall elect an interest period (each an "INTEREST PERIOD") to
be applicable to such Loan, which Interest Period shall be either a one, two,
three, six or, if available to all Banks making the applicable Loans (as
determined by such Banks in good faith based on prevailing market conditions),
nine-month period; provided that:

              (i)   the initial Interest Period for any Loan shall commence on 
       the Funding Date of such Loan;

              (ii)  in the case of immediately successive Interest Periods, each
       successive Interest Period shall commence on the day on which the next
       preceding Interest Period expires;

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

              (iv)  any Interest Period that begins on the last Business Day of
       a calendar month (or on a day for which there is no numerically
       corresponding day in the calendar month at the end of such Interest
       Period) shall end on the last Business Day of a calendar month;

              (v)   no Interest Period with respect to any Loan shall extend
       beyond the Termination Date;


                                       28
<PAGE>   35

              (vi)  no Interest Period with respect to any portion of the Term
       Loans shall extend beyond a date on which the Borrower is required to
       make a scheduled payment of principal of the Term Loans unless the sum of
       (a) the aggregate principal amount of Term Loans that are Base Rate Loans
       plus (b) the aggregate principal amount of Term Loans that are Eurodollar
       Rate Loans with Interest Periods expiring on or before such date equals
       or exceeds the principal amount required to be paid on the Term Loans on
       such date; and

              (vii) there shall be no more than ten (10) Eurodollar Rate Loans
       with different maturities outstanding at any time.

              (C) INTEREST PAYMENTS. Subject to Section 2.06(e), interest shall
be payable on the Loans as follows:

              (i)   interest on each Base Rate Loan shall be payable quarterly 
       in arrears on and to the last Business Day of each January, April, July
       and October commencing on July 31, 1997, on any prepayment of any such
       Loan pursuant to Section 4.02(c) (to the extent accrued on the amount
       being prepaid) and at maturity.

              (ii)  interest on each Eurodollar Rate Loan shall be payable in
       arrears on and to (but not including) each Interest Payment Date
       applicable to that Loan, upon any prepayment of that Loan (to the extent
       accrued on the amount being prepaid) and at maturity.

              (iii) interest on each Swing Line Loan shall be payable quarterly
       in arrears on and to the last Business Day of each January, April, July
       and October commencing on July 31, 1997, on any prepayment of such Loan
       pursuant to Section 4.02(c) and upon maturity.

              (D) CONVERSION OR CONTINUATION. Subject to the provisions of
Section 2.09, the Borrower shall have the option (i) to convert at any time all
or any part of the outstanding Loans from Loans bearing interest at a rate
determined by reference to one basis to Loans bearing interest at a rate
determined by reference to an alternative basis, or (ii) upon the expiration of
any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any
portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in
excess of that amount as a Eurodollar Rate Loan and the succeeding Interest
Period(s) of such continued Loan shall commence on the last day of the Interest
Period of the Loan to be continued; provided, however, Eurodollar Rate Loans may
only be converted into Base Rate Loans on the expiration date of an Interest
Period applicable thereto; provided further that no outstanding Loan may be
continued as, or be converted into, a Eurodollar Rate Loan when any Default or
Event of Default has occurred and is continuing; and provided further that the
Base Rate Loans made on the Effective Date may not be converted to Eurodollar
Rate Loans prior to three Business Days after the Effective Date.



                                       29
<PAGE>   36

              The Borrower shall deliver a Notice of Conversion/Continuation to
the Agent no later than 12:00 Noon (New York time) at least two Business Days in
advance of the proposed conversion/continuation date (in the case of a
conversion to a Base Rate Loan), and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation
shall certify (i) the proposed conversion/continuation date (which shall be a
Business Day), (ii) the amount of the Loan to be converted/continued, (iii) the
nature of the proposed conversion/continuation, (iv) in the case of a conversion
to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period,
and (v) that no Default or Event of Default has occurred and is continuing. In
lieu of delivering the above-described Notice of Conversion/Continuation, the
Borrower may give the Agent telephonic notice by the required time of any
proposed conversion/continuation under this Section 2.06(d); provided that such
notice shall be promptly confirmed in writing by delivery of a Notice of
Conversion/Continuation to the Agent on or before the proposed
conversion/continuation date.

              Neither the Agent nor any Bank shall incur any liability to the
Borrower in acting upon any telephonic notice referred to above that the Agent
believes in good faith to have been given by a duly authorized officer or other
person authorized to act on behalf of the Borrower or for otherwise acting in
good faith under this Section 2.06(d) and upon conversion/continuation by the
Agent in accordance with this Agreement, pursuant to any telephonic notice the
Borrower shall have effected such conversion or continuation, as the case may
be, hereunder.

              Except as provided in Section 2.09(d), a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate
Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after
the related Interest Rate Determination Date, and the Borrower shall be bound to
convert or continue in accordance therewith.

              (E) POST MATURITY INTEREST. Upon the occurrence and during the
continuation of any Event of Default, the outstanding principal amount of all
Loans and, to the extent permitted by applicable law, any interest payments
thereon not paid when due and any fees and other amounts then due and payable
hereunder, shall thereafter bear interest (including post-petition interest in
any proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable upon demand at a rate that is 2.00% per annum in excess of the interest
rate otherwise payable under this Agreement with respect to the applicable Loans
(or, in the case of any such fees and other amounts, at a rate that is 2.00% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans; provided that, in the case of Eurodollar Rate Loans, upon the
expiration of the Interest Period in effect at the time any such increase in
interest rate is effective, such Eurodollar Rate Loans shall thereupon become
Base Rate Loans and thereafter bear interest payable upon demand at a rate that
is 2.00% per annum in excess of the interest rate otherwise payable under this
Agreement for Base Rate Loans. The payment or acceptance of the increased rate
provided by this Section 2.06(e) shall not constitute a waiver of any Event of
Default or an amendment to this Agreement or otherwise prejudice or limit any
rights or remedies of the Agent or any Bank.





                                       30
<PAGE>   37

                  (F) COMPUTATION OF INTEREST. Interest on the Loans shall be
computed on the basis of a 360-day year and the actual number of days elapsed in
the period during which it accrues. In computing interest on any Revolving Loan
(or any de facto loan from the Swing Line Bank to a Bank under Section 2.02(c)),
the date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan being converted
from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan
to such Base Rate Loan, shall be included; and the date of payment of such Loan
or the expiration date of an Interest Period applicable to such Loan, or with
respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date
of conversion of such Base Rate Loan to such Eurodollar Rate Loan, shall be
excluded; provided that if a Loan is repaid on the same day on which it is made,
one day's interest shall be paid on that Loan.

              2.07 INCREASED COSTS; TAXES.

              (A) INCREASED COSTS. If any Bank shall determine that the adoption
of any applicable law, rule or regulation concerning capital adequacy or any
applicable change therein, or any change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such Bank
(or its Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, in each case occurring after the Effective Date, has or will
have the effect of reducing the rate of return on such Bank's capital as a
consequence of its obligation to make a Loan hereunder to a level below that
which such Bank could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's policies with respect to capital
adequacy) by any amount deemed by such Bank to be material, then from time to
time, within fifteen (15) days after demand by such Bank, the Borrower shall pay
to such Bank such additional amounts as shall compensate such Bank for such
reduction. Each Bank shall promptly notify the Borrower of any of the matters
set forth in the preceding sentence. A certificate as to additional amounts owed
any such Bank, showing in reasonable detail the basis for the calculation
thereof, submitted in good faith to the Borrower and the Agent by such Bank
shall be presumed to be correct.

              (B) WITHHOLDING OF TAXES.

              (i)  Payments to Be Free and Clear. All sums payable by the
       Borrower under this Agreement and the other Credit Documents shall be
       paid free and clear of and (except to the extent required by law) without
       any deduction or withholding on account of any Tax (other than franchise
       taxes and Taxes on the overall net income of any Bank) imposed, levied,
       collected, withheld or assessed by or within the United States of America
       or any political subdivision in or of the United States of America or any
       other jurisdiction from or to which a payment is made by or on behalf of
       the Borrower or by any federation or organization of which the United
       States of America or any such jurisdiction is a member at the time of
       payment.

              (ii) Grossing-up of Payments. If the Borrower or any other Person
       is required by law to make any deduction or withholding on account of any
       such Tax from any sum



                                       31
<PAGE>   38

       paid or payable by the Borrower to the Agent or any Bank under any of the
       Credit Documents:

                     (A) the Borrower shall notify the Agent of any such
              requirement or any change in any such requirement as soon as the
              Borrower becomes aware of it;

                     (B) the Borrower shall pay any such Tax before the date on
              which penalties attach thereto, such payment to be made (if the
              liability to pay is imposed on the Borrower) for its own account
              or (if that liability is imposed on the Agent or such Bank, as the
              case may be) on behalf of and in the name of the Agent or such
              Bank;

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

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

       provided that no such additional amount shall be required to be paid to
       any Bank under clause (C) above except to the extent that any change,
       after the date hereof (in the case of each Bank listed on the signature
       pages hereof) or after the date of the assignment under Section 11.05 by
       which such Bank became a Bank (in the case of each other Bank), in any
       such requirement for a deduction, withholding or payment as is mentioned
       therein shall result in an increase in the rate of such deduction,
       withholding or payment from that in effect at the date of this Agreement
       or at the date of such assignment, as the case may be, in respect of
       payments to such Bank.

              (iii) Alternatives. Notwithstanding the provisions of Section
       2.07(b)(ii), in lieu of paying a Bank such additional moneys as are
       required by Section 2.07(b)(ii), the Borrower may exercise any one of the
       following options:

                     (A) If the requirement to make a deduction or withholding
              of a Tax referred to in Section 2.07(b)(ii) relates only to
              Eurodollar Rate Loans then being requested by the Borrower
              pursuant to a Notice of Revolver Borrowing or a Notice of
              Conversion/Continuation, the Borrower may by giving notice (by
              telephone promptly confirmed in writing) to the Agent (who shall
              promptly give similar notice to each other Bank) no later than the
              date immediately prior to the



                                       32
<PAGE>   39

              date on which such Eurodollar Rate Loans are to be made, withdraw
              that Notice of Revolver Borrowing or Notice of
              Conversion/Continuation and the Eurodollar Rate Loans then being
              requested shall be made by the Banks as Base Rate Loans; or

                     (B) If the requirement to make a deduction or withholding
              of a Tax referred to in Section 2.07(b)(ii) relates only to
              Eurodollar Rate Loans outstanding at the time the requirement is
              discovered, upon written notice to the Agent and each Bank, the
              Borrower may terminate the obligations of the Banks to make or
              maintain Loans as, and to convert Loans into, Eurodollar Rate
              Loans and, in such event, the Borrower shall at the end of the
              then current Interest Period, convert all of the Eurodollar Rate
              Loans into Base Rate Loans in the manner contemplated by Section
              2.06(d) but without satisfying the advance notice requirements
              therein in which case the Borrower must take the actions referred
              to in Section 2.07(b)(ii) until such conversion; or

                     (C) If the requirement to make a deduction or withholding
              of a Tax referred to in Section 2.07(b)(ii) relates to Loans other
              than Eurodollar Rate Loans, the Borrower may notify each Bank to
              which such requirement relates that the Borrower will not make the
              payments required under Section 2.07(b)(ii)(C) with respect to
              such Loans at the end of the 30 day period described below and
              each such Bank will have 30 days in which to notify the Agent
              (which will notify the Borrower) that it will continue as a Bank
              under this Agreement without such payments or that it refuses so
              to continue, and, if any such Bank refuses to continue, (i) the
              Borrower shall pay to such Bank, on a date 15 days after notice of
              such refusal is made, all interest and fees and other amounts due
              and owing to such Bank including amounts due under Section
              2.07(b)(ii) through the end of such 30 day period (and, to the
              extent such Bank is the Issuing Bank, any Letters of Credit shall
              be returned to the Issuing Bank marked "cancelled" or Cash shall
              be deposited with the Issuing Bank in an amount equal to the
              maximum amount that may at any time be drawn on such Letters of
              Credit) on such date and the principal amount of all such Loans of
              such Bank or (ii) another financial institution that is an
              Eligible Assignee, shall purchase for cash such Loans of such Bank
              and become a Bank for all purposes under this Agreement and assume
              all obligations of such Bank pursuant to an Assignment and
              Acceptance that shall have become effective pursuant to Section
              11.05.



                                       33
<PAGE>   40

              2.08 USE OF PROCEEDS.

              (A) LOANS. The proceeds of the Term Loans borrowed on the
Effective Date, together with a portion of the proceeds of the initial Revolving
Loans, shall be applied by the Borrower to prepay all the Existing Bank Loans.
The proceeds of any subsequent Revolving Loans and any Swing Line Loans shall be
applied by the Borrower for the general corporate purposes of the Borrower and
its Subsidiaries, which may include, without limitation, (i) the reimbursement
of the Issuing Bank of any amounts drawn under any Letter of Credit as provided
in Section 2.10(c), (ii) the reimbursement of the Swing Line Bank of any Swing
Line Loans as provided in Section 2.02(c), (iii) the payment of amounts to be
expended by the Borrower in connection with any Acquisition, and (iv) payment of
any fees and expenses associated with the Loans. The Borrower hereby represents
that the proceeds of the Existing Bank Loans and the Existing Swing Line Loans
were used in compliance with Section 2.08(a) of the Existing Credit Agreement.

              (B) LETTERS OF CREDIT. The Letters of Credit shall be used for the
purpose of supporting (x) workers' compensation liabilities of the Borrower or
its Subsidiaries, (y) the obligations of the Borrower or its Subsidiaries to
third party insurers arising (1) by virtue of the laws of any jurisdiction
requiring third party insurers and (2) in lieu of payments in cash of insurance
obligations or (z) performance, payment, deposit or surety obligations of the
Borrower or its Subsidiaries, in any case if required by law or governmental
rule or regulation, by any landlord under any real estate lease, or by custom
and practice in the business of the Borrower and its Subsidiaries (including in
connection with the participation by the Borrower and its Subsidiaries in
Medicare or Medicaid programs).

              (C) MARGIN REGULATIONS. No portion of the proceeds of any
borrowing under this Agreement shall be used by the Borrower to purchase or
carry any Margin Stock in any manner that might cause the borrowing or the
application of such proceeds to violate Regulation G, Regulation T, Regulation U
or Regulation X of the Board of Governors of the Federal Reserve System or any
other regulation of the Board or to violate the Securities Exchange Act of 1934,
in each case as in effect on the date or dates of such borrowing and such use of
proceeds.

              2.09 SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

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

              (A) DETERMINATION OF INTEREST RATE. As soon as practicable after
10:00 A.M. (New York time) on each Interest Rate Determination Date, the Agent
shall determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) the interest rate that shall apply to
the Eurodollar Rate Loans for which an interest rate is then being determined
for the applicable Interest Period and shall promptly give notice thereof (in
writing or by telephone confirmed in writing) to the Borrower and each Bank.



                                       34
<PAGE>   41

              (B) SUBSTITUTED RATE OF BORROWING. If on any Interest Rate
Determination Date any Bank (including the Agent) shall have determined (which
determination shall be final and conclusive and binding upon all parties but,
with respect to the following clauses (i) and (ii)(B), shall be made only after
consultation with the Borrower and the Agent) that:

              (i) by reason of any changes arising after the date of this
       Agreement affecting the Eurodollar market or affecting the position of
       that Bank in such market, adequate and fair means do not exist for
       ascertaining the applicable interest rate by reference to the Eurodollar
       Rate with respect to the Eurodollar Rate Loans as to which an interest
       rate determination is then being made; or

              (ii) by reason of (A) any change after the date hereof in any
       applicable law or governmental rule, regulation or order (or any
       interpretation thereof and including the introduction of any new law or
       governmental rule, regulation or order) or (B) other circumstances
       affecting that Bank or the Eurodollar market or the position of that Bank
       in such market (such as for example, but not limited to, official reserve
       requirements required by Regulation D of the Board of Governors of the
       Federal Reserve System to the extent not given effect in the Eurodollar
       Rate), the Eurodollar Rate shall not represent the effective pricing to
       that Bank for Dollar deposits of comparable amounts for the relevant
       period;

then, and in any such event, that Bank shall be an Affected Bank and it shall
promptly (and in any event as soon as possible after being notified of a
borrowing, conversion or continuation) give notice (by telephone promptly
confirmed in writing) to the Borrower and the Agent (which notice the Agent
shall promptly transmit to each other Bank) of such determination. Thereafter,
the Borrower shall pay to the Affected Bank, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as the Affected Bank in its sole
discretion shall reasonably determine) as shall be required to cause the
Affected Bank to receive interest with respect to its Eurodollar Rate Loans for
the Interest Period following that Interest Rate Determination Date at a rate
per annum equal to 1.00% per annum in excess of the effective pricing to the
Affected Bank for Dollar deposits to make or maintain its Eurodollar Rate Loans.
A certificate as to additional amounts owed the Affected Bank, showing in
reasonable detail the basis for the calculation thereof, submitted in good faith
to the Borrower and the Agent by the Affected Bank shall be presumed to be
correct.

              (C) REQUIRED TERMINATION AND PREPAYMENT. If on any date any Bank
shall have reasonably determined (which determination shall be final and
conclusive and binding upon all parties) that the making or continuation of its
Eurodollar Rate Loans has become unlawful or impossible by reason of compliance
by that Bank in good faith with any law, governmental rule, regulation or order
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful), then, and in any such event, that Bank shall be an
Affected Bank and it shall promptly give notice (by telephone promptly confirmed
in writing) to the Borrower and the Agent (which notice the Agent shall promptly
transmit to each other Bank) of that determination. Subject to the prior
withdrawal of a Notice of Revolver Borrowing or a Notice of
Conversion/Continuation or prepayment of the Eurodollar Rate Loans of the
Affected Bank as contemplated by the following Section 2.09(d), the obligation
of the Affected Bank to make or 



                                       35
<PAGE>   42

maintain its Eurodollar Rate Loans during any such period shall be terminated at
the earlier of the termination of the Interest Period then in effect or when
required by law and the Borrower shall no later than the termination of the
Interest Period in effect at the time any such determination pursuant to this
Section 2.09(c) is made or, earlier, when required by law, repay or prepay the
Eurodollar Rate Loans of the Affected Bank, together with all interest accrued
thereon.

              (D) OPTIONS OF THE BORROWER. In lieu of paying an Affected Bank
such additional moneys as are required by Section 2.09(b) or the prepayment of
an Affected Bank required by Section 2.09(c), the Borrower may exercise any one
of the following options:

              (i)  If the determination by an Affected Bank relates only to
       Eurodollar Rate Loans then being requested by the Borrower pursuant to a
       Notice of Revolver Borrowing or a Notice of Conversion/Continuation, the
       Borrower may by giving notice (by telephone promptly confirmed in
       writing) to the Agent (who shall promptly give similar notice to each
       other Bank) no later than the date immediately prior to the date on which
       such Eurodollar Rate Loans are to be made, withdraw that Notice of
       Revolver Borrowing or Notice of Conversion/Continuation and the
       Eurodollar Rate Loans then being requested shall be made by the Banks as
       Base Rate Loans; or

              (ii) Upon written notice to the Agent and each Bank, the Borrower
       may terminate the obligations of the Banks to make or maintain Loans as,
       and to convert Loans into, Eurodollar Rate Loans and in such event, the
       Borrower shall, prior to the time any payment pursuant to Section 2.09(c)
       is required to be made or, if the provisions of Section 2.09(b) are
       applicable, at the end of the then current Interest Period, convert all
       of the Eurodollar Rate Loans into Base Rate Loans in the manner
       contemplated by Section 2.06(d) but without satisfying the advance notice
       requirements therein.

              (E) COMPENSATION. The Borrower shall compensate each Bank, upon
written request by that Bank (which request shall set forth in reasonable detail
the basis for requesting such amounts), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss (including interest paid)
sustained by that Bank in connection with the re-employment of such funds), that
such Bank may sustain: (i) if for any reason (other than a default by that Bank)
a borrowing of any Eurodollar Rate Loan does not occur on a date specified
therefor in a Notice of Revolver Borrowing, a Notice of Conversion/Continuation
or a telephonic request for borrowing or conversion/continuation or a successive
Interest Period does not commence after notice therefor is given pursuant to
Section 2.06(d), (ii) if any prepayment of any of its Eurodollar Rate Loans
occurs on a date that is not the last day of an Interest Period applicable to
that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not
made on any date specified in a notice of prepayment given by the Borrower, or
(iv) as a consequence of any other default by the Borrower to repay its
Eurodollar Rate Loans when required by the terms of this Agreement.

              (F) QUOTATION OF EURODOLLAR RATE. Anything herein to the contrary
notwithstanding, if on any Interest Rate Determination Date the Agent is as a
matter of general



                                       36
<PAGE>   43

practice not quoting rates to first class banks in the Eurodollar market for the
offering of Dollars for deposit with maturities comparable to the Interest
Period and in amounts comparable to the Eurodollar Rate Loans requested, the
Agent shall contact the other Banks, if any, for their quotes for rates to first
class banks in the Eurodollar market with respect to the requested Eurodollar
Rate Loan, such other Banks to be contacted in decreasing order of their
respective Pro Rata Shares (and in alphabetical order in the case of two or more
Banks having the same Pro Rata Shares). In the event that none of the Banks are
making Eurodollar quotes in the applicable amount and with the applicable
maturity, the Agent shall give the Borrower and each Bank prompt notice thereof
and the Loans requested shall be made as Base Rate Loans.

              (G) EURODOLLAR RATE TAXES. The Borrower agrees that:

              (i)   Promptly upon notice from any Bank to the Borrower, the
       Borrower will pay, prior to the date on which penalties attach thereto,
       all present and future income, stamp and other taxes, levies, or costs
       and charges whatsoever imposed, assessed, levied or collected on or in
       respect of a Loan solely as a result of the interest rate being
       determined by reference to the Eurodollar Rate and/or the provisions of
       this Agreement relating to the Eurodollar Rate and/or the recording,
       registration, notarization or other formalization of any thereof and/or
       any payments of principal, interest or other amounts made on or in
       respect of a Loan when the interest rate is determined by reference to
       the Eurodollar Rate (all such taxes, levies, costs and charges being
       herein collectively called "EURO- DOLLAR RATE TAXES"); provided, however,
       that Eurodollar Rate Taxes shall not include any other Taxes. The
       Borrower shall also pay such additional amounts equal to increases in
       Taxes payable by that Bank which increases are attributable to payments
       made by the Borrower described in the immediately preceding sentence or
       this sentence. A certificate as to additional amounts owed by the
       Borrower pursuant to this clause (i), showing in reasonable detail the
       basis for the calculation thereof, submitted in good faith to the
       Borrower and the Agent by any Bank shall be presumed to be correct.
       Promptly after the date on which payment of any such Eurodollar Rate Tax
       is due pursuant to applicable law, the Borrower will, at the request of
       that Bank, furnish to that Bank evidence, in form and substance
       satisfactory to that Bank, that the Borrower has met its obligations
       under this Section 2.09(g).

              (ii)  The Borrower will indemnify each Bank against, and reimburse
       each Bank on demand for, any Eurodollar Rate Taxes, as determined by that
       Bank in its good faith discretion; provided that such Bank shall provide
       the Borrower with appropriate receipts for any payments or reimbursements
       made by the Borrower pursuant to this clause (ii) of Section 2.09(g).

              (iii) Each Bank organized under the laws of a jurisdiction outside
       of the United States (referred to in this Section 2.09(g) as a "FOREIGN
       BANK") as to which payments to be made hereunder or under the Notes are
       exempt from United States withholding tax or are subject to such tax at a
       reduced rate under an applicable statute or tax treaty shall provide to
       the Borrower and the Agent (x) a properly completed and executed Internal
       Revenue Service Form 4224 or Form 1001 or other applicable form,
       certificate or



                                       37
<PAGE>   44

       document prescribed by the Internal Revenue Service of the United States
       certifying as to such Foreign Bank's entitlement to such exemption or
       reduced rate with respect to payments to be made to such Foreign Bank
       hereunder and under the Notes (referred to in this Section 2.09(g) as a
       "CERTIFICATE OF EXEMPTION") or (y) a letter from such Foreign Bank
       stating that it is not entitled to any such exemption or reduced rate
       (referred to in this Section 2.09(g) as a "LETTER OF NON-EXEMPTION").
       Each Foreign Bank shall provide such a Certificate of Exemption or a
       Letter of Non-Exemption before the Effective Date. Each Foreign Bank that
       becomes a Bank pursuant to an Assignment and Acceptance that has become
       effective pursuant to Section 11.05 shall provide a Certificate of
       Exemption or a Letter of Non-Exemption on the date such Foreign Bank
       becomes a Bank. Until the Borrower and the Agent have received from such
       Foreign Bank a Certificate of Exemption, the accuracy of which shall be
       reasonably satisfactory to the Borrower, the Borrower shall, subject to
       its obligations under Sections 2.09(g)(i), 2.09(g)(ii) and 2.09(i), be
       entitled to withhold taxes from such payments to such Foreign Bank at the
       statutory rate applicable to amounts to be paid hereunder to such Foreign
       Bank.

              (iv)  Notwithstanding anything to the contrary contained in this
       Section 2.09(g), the Borrower shall not be required to pay any amounts
       pursuant to this Section 2.09(g) to any Foreign Bank unless such Foreign
       Bank has provided to the Borrower, within 60 days after the receipt by
       such Foreign Bank of a written request therefor, either a Certificate of
       Exemption or a Letter of Non-Exemption.

              (H) BOOKING OF EURODOLLAR RATE LOANS. Any Bank may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of, any of its branch
offices or the office of an Affiliate of that Bank.

              (I) INCREASED COSTS. Except as provided in Section 2.09(b) with
respect to certain determinations on Interest Rate Determination Dates, if,
after the date hereof by reason of, (x) the introduction of or any change
(including, without limitation, any change by way of imposition or increase of
reserve requirements) in, or in the interpretation of, any law or regulation, or
(y) the compliance with any guideline or request from any central bank or other
governmental authority or quasi-governmental authority exercising control over
banks or financial institutions generally (whether or not having the force of
law):

              (i)  any Bank (or its applicable lending office) shall be subject
       to any tax, duty or other charge with respect to its Eurodollar Rate
       Loans or its obligation to make Eurodollar Rate Loans, or shall change
       the basis of taxation of payments to any Bank of the principal of or
       interest on its Eurodollar Rate Loans or its obligation to make
       Eurodollar Rate Loans (except for changes in the rate of tax on the
       overall net income of such Bank or its applicable lending office imposed
       by the jurisdiction (whether local, state, federal or foreign) in which
       such Bank's principal executive office or applicable lending office is
       located); or

              (ii) any reserve (including, without limitation, any imposed by
       the Board of Governors of the Federal Reserve System), special deposit or
       similar requirement against



                                       38
<PAGE>   45

       assets of, deposits with or for the account of, or credit extended by,
       any Bank's applicable lending office shall be imposed or deemed
       applicable or any other condition affecting its Eurodollar Rate Loans or
       its obligation to make Eurodollar Rate Loans shall be imposed on any Bank
       or its applicable lending office or the interbank Eurodollar market,

and as a result thereof there shall be any increase in the cost to such Bank of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans, or
there shall be a reduction in the amount received or receivable by that Bank or
its applicable lending office, then the Borrower shall from time to time, upon
written notice from and demand by that Bank (with a copy of such notice and
demand to the Agent), pay to the Agent for the account of that Bank, within five
Business Days after receipt of such notice and demand, additional amounts
sufficient to indemnify that Bank against such increased cost or reduced amount.
A certificate as to the amount of such increased cost or reduced amount,
submitted to the Borrower and the Agent by that Bank, shall be presumed to be
correct. Any payments to be made by the Borrower under Sections 2.09(b), 2.09(g)
or 2.09(i) are to be without duplication.

              (J) ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS.
Calculation of all amounts payable to a Bank under this Section 2.09 shall be
made as though that Bank had actually funded its relevant Eurodollar Rate Loan
through the purchase of a Eurodollar deposit bearing interest at the Eurodollar
Rate in an amount equal to the amount of that Eurodollar Rate Loan and having a
maturity comparable to the relevant Interest Period and through the transfer of
such Eurodollar deposit from an offshore office of that Bank to a domestic
office of that Bank in the United States of America; provided, however, that
each Bank may fund each of its Eurodollar Rate Loans in any manner it sees fit
and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this Section 2.09.

              (K) EURODOLLAR RATE LOANS AFTER DEFAULT. Unless the Agent and the
Required Banks shall otherwise agree, after the occurrence of and during the
continuance of a Default or an Event of Default, the Borrower may not elect to
have a Loan be made or maintained as, or converted to, a Eurodollar Rate Loan
after the expiration of any Interest Period then in effect for that Loan.

              (L) AFFECTED BANKS' OBLIGATION TO MITIGATE. Each Bank agrees that,
as promptly as practicable after it becomes aware of the occurrence of an event
or the existence of a condition that would cause it to be an Affected Bank under
Section 2.09(b) or 2.09(c) or that would entitle such Bank to receive payments
under Section 2.09(g) or 2.09(i), it will, to the extent not inconsistent with
such Bank's internal policies, use reasonable efforts to make, fund or maintain
the affected Eurodollar Rate Loans of such Bank through another lending office
of such Bank if as a result thereof the additional moneys which would otherwise
be required to be paid to such Bank pursuant to Section 2.09(b), 2.09(g) or
2.09(i) would be materially reduced or the illegality or other adverse
circumstances which would otherwise require prepayment of such Loans pursuant to
Section 2.09(c) would cease to exist, and if, as determined by such Bank in its
sole discretion, the making, funding or maintaining of such Loans through such
other lending office would not otherwise materially adversely affect such Loans
or such Bank. The Borrower hereby agrees to pay all reasonable expenses incurred
by any Bank in utilizing another lending office of such Bank pursuant to this
Section 2.09(l).



                                       39
<PAGE>   46

              2.10 LETTERS OF CREDIT.

              (A) LETTERS OF CREDIT. In addition to the Borrower requesting that
the Banks make Revolving Loans pursuant to Section 2.01(a), the Borrower may
request, in accordance with the provisions of this Section 2.10, on and after
the Effective Date to and excluding the Termination Date, that the Issuing Bank
issue Letters of Credit for the account of the Borrower; provided that the
Borrower shall not request that the Issuing Bank issue (and the Issuing Bank
shall not issue):

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

              (ii) any Letter of Credit if, after giving effect to such
       issuance, the Letter of Credit Usage would exceed $10,000,000.

In no event shall the Issuing Bank issue any Letter of Credit having an
expiration date later than the Termination Date or the date that is one year
after the issuance thereof except as expressly provided herein; provided,
however, that the Issuing Bank may agree to renew any Letter of Credit
automatically annually for a period not to exceed one year if the Issuing Bank
does not cancel such renewal. If the Issuing Bank, in its sole discretion,
determines to issue a Letter of Credit expiring after the scheduled Termination
Date, the Borrower shall be required on the third Business Day immediately
preceding the Termination Date to deposit with the Issuing Bank cash collateral
for the repayment of any drawings under the Letter of Credit, such deposit to be
in an amount equal to the maximum amount that may be drawn under such Letter of
Credit and to be upon such terms and conditions as the Issuing Bank may require.
The issuance of any Letter of Credit in accordance with the provisions of this
Section 2.10 shall require the satisfaction of each condition set forth in
Section 5.02; provided, however, that the obligation of the Issuing Bank to
issue any Letter of Credit is subject to the condition that (i) the Issuing Bank
believed in good faith that all conditions under this Section 2.10(a) and
Section 5.02 to the issuing of such Letter of Credit were satisfied at the time
such Letter of Credit was issued or (ii) the satisfaction of any such condition
not satisfied had been waived by the Required Banks prior to or at the time such
Letter of Credit was issued; provided further that the Issuing Bank shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, including,
without limitation, an Officer's Certificate from the Borrower as to the
satisfaction of the conditions under Section 5.02 in determining the
satisfaction of any conditions to the issuance of any Letter of Credit or the
Total Utilization of Revolving Loan Commitments or Letter of Credit Usage then
in effect.

              The Borrower and the Banks agree that, as of the Effective Date,
any "Letters of Credit", as defined in and issued pursuant to the Existing
Credit Agreement, outstanding as of the Effective Date (including those letters
of credit listed on SCHEDULE 2.10(A) annexed hereto) shall



                                       40
<PAGE>   47

for all purposes of this Agreement be deemed to have been issued under and
pursuant to the terms of this Agreement.

              Immediately upon the issuance of each Letter of Credit, each Bank
shall be deemed to, and hereby agrees to, have irrevocably purchased from the
Issuing Bank a participation in such Letter of Credit and drawings thereunder in
an amount equal to such Bank's Pro Rata Share of the maximum amount that is or
at any time may become available to be drawn thereunder. If the Issuing Bank
issues a Letter of Credit having an expiration date after the scheduled
Termination Date, such participations shall expire without further action by any
Bank on the scheduled Termination Date.

              Each Letter of Credit supporting the payment of Indebtedness may
provide that the Issuing Bank may (but shall not be required to) pay the
beneficiary thereof upon the occurrence of a Default or an Event of Default and
the acceleration of the maturity of the Loans or, if payment is not then due to
the beneficiary, provide for the deposit of funds in an account to secure
payment to the beneficiary and that any funds so deposited shall be paid to the
beneficiary of the Letter of Credit if conditions to such payment are satisfied
or returned to the Issuing Bank for distribution to the Banks (or, if all
Obligations shall have been indefeasibly paid in full, to the Borrower) if no
payment to the beneficiary has been made and the final date available for
drawings under the Letter of Credit has passed. Each payment or deposit of funds
by the Issuing Bank as provided in this paragraph shall be treated for all
purposes of this Agreement as a drawing duly honored by the Issuing Bank under
the related Letter of Credit.

              (B) NOTICE OF ISSUANCE. Whenever the Borrower desires to cause the
Issuing Bank to issue a Letter of Credit, it shall deliver to the Issuing Bank
and the Agent a Notice of Issuance of Letter of Credit in the form of EXHIBIT E
no later than 1:00 P.M. (New York time) at least four Business Days in advance
of the proposed date of issuance or such shorter time as may be acceptable to
the Issuing Bank (and the Agent shall promptly notify each Bank of the proposed
issuance of a Letter of Credit). The Notice of Issuance of Letter of Credit
shall specify (i) the proposed date of issuance (which shall be a Business Day),
(ii) the face amount of the Letter of Credit, (iii) the expiration date of the
Letter of Credit, (iv) the name and address of the beneficiary, (v) such other
documents or materials as the Issuing Bank may reasonably request, and (vi) a
precise description of the documents and the verbatim text of any certificate to
be presented by the beneficiary which, if presented by the beneficiary prior to
the expiration date of the Letter of Credit, would require the Issuing Bank to
make payment under the Letter of Credit; provided that the Issuing Bank, in its
sole judgment, may require changes in any such documents and certificates. In
determining whether to pay any Letter of Credit, the Issuing Bank shall be
responsible only to use reasonable care to determine that the documents and
certificates required to be delivered under that Letter of Credit have been
delivered and that they comply on their face with the requirements of that
Letter of Credit. Promptly upon the issuance of a Letter of Credit, the Issuing
Bank shall notify each other Bank of the issuance and the amount of each such
other Bank's respective participation therein determined in accordance with
Section 2.10(a) and such notice shall be accompanied by a copy of such issued
Letter of Credit.



                                       41
<PAGE>   48

              (C) PAYMENT OF AMOUNTS DRAWN UNDER OR NECESSARY TO COLLATERALIZE
LETTERS OF CREDIT. In the event (i) the beneficiary of any Letter of Credit
makes a drawing thereunder or (ii) the Borrower is required under Section
2.10(a) to cash collateralize any Letter of Credit, the Issuing Bank immediately
shall notify the Borrower and the Agent, and the Borrower shall reimburse the
Issuing Bank or make a deposit with the Issuing Bank, as appropriate, on the day
on which such drawing is honored or such cash collateral deposit is required in
an amount in same day funds equal to the amount of such drawing or, in the case
of such a deposit, the maximum amount that may be drawn under the applicable
Letter of Credit; provided that, anything contained in this Agreement to the
contrary notwithstanding, (i) unless prior to 1:00 P.M. (New York time) on the
date of such drawing or the date the Borrower is required to make such required
deposit of cash collateral, as applicable, (A) the Borrower shall have notified
the Issuing Bank and the Agent that the Borrower intends to reimburse the
Issuing Bank for the amount of such drawing or to make such deposit with funds
other than the proceeds of Revolving Loans or (B) the Borrower shall have
delivered a Notice of Revolver Borrowing requesting Revolving Loans that are
Base Rate Loans in an amount equal to the amount of such drawing or deposit, the
Borrower shall be deemed to have given a Notice of Revolver Borrowing to the
Agent requesting the Banks to make Revolving Loans that are Base Rate Loans on
the date on which such drawing is honored or on which such deposit is required
in an amount equal to the amount of such drawing or deposit, and (ii) if so
requested by the Agent, the Banks shall, on the date of such drawing or required
deposit, make Revolving Loans that are Base Rate Loans in the amount of such
drawing or required deposit, the proceeds of which shall be applied directly by
the Agent to reimburse the Issuing Bank for the amount of such drawing or to
make a deposit with the Issuing Bank in the amount of such required deposit; and
provided further that, if for any reason proceeds of Revolving Loans are not
received by the Issuing Bank on such date in an amount equal to the amount of
such drawing or deposit, the Borrower shall reimburse or make a deposit with the
Issuing Bank, on the Business Day immediately following the date of such drawing
or such deposit, in an amount in same day funds equal to the excess of the
amount of such drawing or deposit over the amount of such Revolving Loans, if
any, that are so received, plus accrued interest on such amount at the rate set
forth in Section 2.10(e)(ii).

              (D) PAYMENT BY THE BANKS. If the Borrower shall fail to reimburse
the Issuing Bank, for any reason, as provided in Section 2.10(c) (including,
without limitation, reimbursement by the making of Revolving Loans by the Banks
pursuant to the terms of Section 2.10(c)) in an amount equal to the amount of
any drawing honored by the Issuing Bank under a Letter of Credit issued by it,
the Issuing Bank promptly shall notify each Bank of the unreimbursed amount of
such drawing and of such Bank's respective participation therein based on such
Bank's Pro Rata Share. Each Bank shall make available to the Issuing Bank an
amount equal to its respective participation, in same day funds, at the office
of the Issuing Bank specified in such notice, not later than 1:00 P.M. (New York
time) on the Business Day after the date notified by the Issuing Bank. If any
Bank fails to make available to the Issuing Bank the amount of such Bank's
participation in such Letter of Credit as provided in this Section 2.10(d), the
Issuing Bank shall be entitled to recover such amount on demand from such Bank
together with interest at the customary rate set by the Issuing Bank for the
correction of errors among banks for one Business Day and thereafter at the Base
Lending Rate. Nothing in this Section 2.10 shall be deemed to prejudice the
right of any Bank to recover from the Issuing Bank any amounts made available by
such Bank to the Issuing Bank pursuant to this Section 2.10(d) if it is
determined in 



                                       42
<PAGE>   49

a final judgment by a court of competent jurisdiction that the payment with
respect to a Letter of Credit by the Issuing Bank in respect of which payment
was made by such Bank constituted gross negligence or willful misconduct on the
part of the Issuing Bank. The Issuing Bank shall distribute to each other Bank
that has paid all amounts payable by it under this Section 2.10(d) with respect
to any Letter of Credit issued by the Issuing Bank such other Bank's Pro Rata
Share of all payments received by the Issuing Bank from the Borrower or pursuant
to the last paragraph of Section 2.10(a), in each case, in reimbursement of
drawings honored by the Issuing Bank under such Letter of Credit when such
payments are received.

              (E) COMPENSATION. The Borrower agrees to pay the following amounts
to the Issuing Bank with respect to each Letter of Credit issued by it:

              (i)   with respect to each Letter of Credit, (A) a letter of 
       credit fee (to be distributed to all the Banks according to their
       respective Pro Rata Shares) equal to the Applicable Eurodollar Margin
       multiplied by the maximum amount available from time to time for drawing
       under such Letter of Credit (calculated on the basis of a 360-day year
       and the actual number of days elapsed) and (B) a facing fee (to be
       retained by the Issuing Bank) equal to 0.25% per annum multiplied by the
       maximum amount available from time to time for drawing under such Letter
       of Credit (calculated on the basis of a 360-day year and the actual
       number of days elapsed), which amounts payable under clauses (A) and (B)
       shall be payable to the Issuing Bank quarterly in arrears on and to the
       last Business Day of each January, April, July and October, commencing
       July 31, 1997; provided that if the aggregate amount of the facing fee
       payable under clause (B) in respect of any Letter of Credit will be less
       than $500, the Borrower shall pay to the Issuing Bank, on the date of
       issuance of such Letter of Credit, a facing fee of $500 which shall be in
       lieu of the facing fee otherwise payable pursuant to such clause (B);

              (ii)  with respect to drawings made under any Letter of Credit,
       interest, payable on demand, on the amount paid by the Issuing Bank in
       respect of each such drawing from the date of the drawing through the
       date such amount is reimbursed by the Borrower (including any such
       reimbursement out of the proceeds of Revolving Loans pursuant to Section
       2.09(c)) at a rate that is equal to the sum of the Base Lending Rate and
       the Applicable Base Margin; provided that if such amount is not paid on
       demand, such amount shall bear interest thereafter at a rate that is
       equal to 2.00% per annum in excess of the interest rate otherwise payable
       under this Agreement for Base Rate Loans which such rate shall not
       thereafter be increased pursuant to Section 2.06(e); and

              (iii) with respect to the issuance, amendment or transfer of each
       Letter of Credit and each drawing made thereunder, documentary and
       processing charges in accordance with the Issuing Bank's standard
       schedule for such charges in effect at the time of such issuance,
       amendment, transfer or drawing, as the case may be, or as otherwise
       agreed to by the Issuing Bank.

              Promptly upon receipt by the Issuing Bank of any amount
described in clauses (i) or (ii) of this Section 2.10(e) (other than amounts
specifically designated for distribution to the



                                       43
<PAGE>   50

Issuing Bank) with respect to a Letter of Credit, the Issuing Bank shall
distribute to each Bank its Pro Rata Share of such amount.

              (F) OBLIGATIONS ABSOLUTE. The obligation of the Borrower to
reimburse the Issuing Bank for drawings made under the Letters of Credit issued
by it and to repay any Revolving Loans made by the Banks pursuant to Section
2.10(c) and the obligations by the Banks under Section 2.10(d) shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances including, without limitation,
the following circumstances:

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

              (ii)   the existence of any claim, set-off, defense or other right
       that the Borrower may have at any time against a beneficiary or any
       transferee of any Letter of Credit (or any persons or entities for whom
       any such transferee may be acting), the Agent, any Bank or any other
       Person, whether in connection with this Agreement, the transactions
       contemplated herein or any unrelated transaction (including any
       underlying transaction between the Borrower and the beneficiary for which
       the Letter of Credit was procured);

              (iii)  any draft, demand, certificate or any other document
       presented under any Letter of Credit proving to be forged, fraudulent,
       invalid or insufficient in any respect or any statement therein being
       untrue or inaccurate in any respect; provided that the Issuing Bank shall
       use reasonable care to determine that the documents and certificates
       required to be delivered under any Letter of Credit have been delivered
       and that they comply on their face with the requirements of that Letter
       of Credit;

              (iv)   payment by the Issuing Bank under any Letter of Credit
       against presentation of a demand, draft or certificate or other document
       that does not comply with the terms of such Letter of Credit; provided
       that the Issuing Bank shall use reasonable care to determine that the
       documents and certificates required to be delivered under any Letter of
       Credit have been delivered and that they comply on their face with the
       requirements of that Letter of Credit;

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

              (vi)   any breach of this Agreement or any other Credit Document 
       by the Borrower or any of its Subsidiaries, the Agent or any Bank (other
       than the Issuing Bank);

              (vii)  any other circumstance or happening whatsoever, that is
       similar to any of the foregoing; or

              (viii) the fact that a Default or an Event of Default shall have
       occurred and be continuing;


                                       44
<PAGE>   51

provided that the Borrower shall not be required to pay any such amounts to the
extent they arise from the gross negligence or willful misconduct of the Issuing
Bank (as determined by a court of competent jurisdiction).

              (G) ADDITIONAL PAYMENTS. IF by reason of:

              (i)   any change in any applicable law, regulation, rule, decree 
       or regulatory requirement or any change in the interpretation or
       application by any judicial or regulatory authority of any law,
       regulation, rule, decree or regulatory requirement, in each case
       occurring after the Effective Date; or

              (ii)  compliance by the Issuing Bank or any Bank with any
       direction, request or requirement (whether or not having the force of
       law) announced or issued after the Effective Date by any governmental or
       monetary authority, including, without limitation, any announcements or
       issuances under Regulation D of the Board of Governors of the Federal
       Reserve System;

THEN:

              (i)   the Issuing Bank or any Bank shall be subject to any tax,
       levy, charge or withholding of any nature or to any variation thereof or
       to any penalty with respect to the maintenance or fulfillment of its
       obligations under this Section 2.10, whether directly or by such being
       imposed on or suffered by the Issuing Bank or any Bank;

              (ii)  any reserve, special deposit, premium, FDIC assessment,
       capital adequacy or similar requirement is or shall be applicable,
       imposed or modified in respect of any Letters of Credit issued by the
       Issuing Bank or participations therein purchased by any Bank; or

              (iii) there shall be imposed on the Issuing Bank or any Bank any
       other condition regarding this Section 2.10, any Letter of Credit or any
       participation therein;

AND the result of the foregoing is to directly or indirectly increase the cost
to the Issuing Bank or any Bank of issuing, making or maintaining any Letter of
Credit or of purchasing or maintaining any participation therein, or to reduce
the amount receivable in respect thereof by the Issuing Bank or any Bank, THEN
and in any such case the Issuing Bank or such Bank may, at any time within a
reasonable period after the additional cost is incurred or the amount received
is reduced, notify the Borrower and the Agent, and the Borrower shall pay within
five Business Days of the date of such notice such amounts as the Issuing Bank
or such Bank may specify to be necessary to compensate the Issuing Bank or such
Bank for such additional cost or reduced receipt, together with interest on such
amount from the date demanded until payment in full thereof at a rate equal at
all times to the Base Lending Rate plus 2.00% per annum. The determination by
the Issuing Bank or any Bank, as the case may be, of any amount due pursuant to
this Section 2.10(g) as set forth in a certificate setting forth the calculation
thereof in reasonable detail, shall be presumed to be correct.



                                       45
<PAGE>   52

              (H) INDEMNIFICATION; NATURE OF THE ISSUING BANK'S DUTIES. In
addition to amounts payable as elsewhere provided in this Section 2.10, the
Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing
Bank from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees and reasonable
allocated costs of internal counsel) that the Issuing Bank may incur or be
subject to as a consequence, direct or indirect, of (i) the issuance of any
Letter of Credit, other than as a result of gross negligence or willful
misconduct of the Issuing Bank or the Issuing Bank's failure to use reasonable
care to determine that the documents and certificates required to be delivered
under such Letter of Credit had been delivered and that they complied on their
face with the requirements of that Letter of Credit as determined by a court of
competent jurisdiction or (ii) the failure of the Issuing Bank to honor a
drawing under any Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de facto government or
governmental authority (all such acts or omissions herein called "GOVERNMENT
ACTS"). Each Bank, proportionately to its Pro Rata Share, severally agrees to
indemnify the Issuing Bank to the extent the Issuing Bank shall not have been
reimbursed by the Borrower or its Subsidiaries, for and against any of the
foregoing claims, demands, liabilities, damages, losses, costs, charges and
expenses to which the Issuing Bank is entitled to reimbursement from the
Borrower.

              As between the Borrower and the Issuing Bank, the Borrower assumes
all risks of the acts and omissions of, or misuse of the Letters of Credit
issued by the Issuing Bank by, the respective beneficiaries of such Letters of
Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank
shall not be responsible (absent gross negligence or willful misconduct (as
determined by a court of competent jurisdiction)): (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of such Letters of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of
any such Letter of Credit to comply fully with conditions required in order to
draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) for errors in
interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; and (viii) for any consequences
arising from causes beyond the control of the Issuing Bank, including, without
limitation, any Government Acts. None of the above shall affect, impair, or
prevent the vesting of any of the Issuing Bank's rights or powers hereunder;
provided that, notwithstanding the foregoing, the Issuing Bank shall use
reasonable care to determine that the documents and certificates required to be
delivered under such Letter of Credit have been delivered and that they comply
on their face with the requirements of that Letter of Credit.



                                       46
<PAGE>   53

              In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Bank under or in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith and absent gross
negligence or willful misconduct of the Issuing Bank (as determined by a court
of competent jurisdiction), shall not put the Issuing Bank under any resulting
liability to the Borrower.

              Notwithstanding anything to the contrary contained in this Section
2.10(h), the Borrower shall have no obligation to indemnify the Issuing Bank in
respect of any liability incurred by the Issuing Bank arising solely out of the
gross negligence or willful misconduct of the Issuing Bank as determined by a
court of competent jurisdiction, or out of the wrongful dishonor by the Issuing
Bank of a proper demand for payment made under the Letters of Credit; provided
that the Issuing Bank shall use reasonable care to determine that the documents
and certificates required to be delivered under any Letter of Credit have been
delivered and that they comply on their face with the requirements of that
Letter of Credit.

              (I) COMPUTATION OF INTEREST. Interest payable pursuant to this
Section 2.10 shall be computed on the basis of a 360-day year and the actual
number of days elapsed in the period during which it accrues.


              SECTION 3. FEES.

              3.01 FEES.

              (A) AGENCY FEE. The Borrower agrees to pay to the Agent on the
Effective Date an amount separately agreed to by the Agent and the Borrower.

              (B) COMMITMENT FEE. The Borrower agrees to pay to the Agent, for
distribution to each Bank in proportion to its Pro Rata Share, commitment fees
for the period from and including the Effective Date to but excluding the
Termination Date equal to the average of the daily unused portion of the
Revolving Loan Commitments multiplied by the Commitment Fee Percentage per
annum, such commitment fees to be calculated on the basis of a 360-day year and
the actual number of days elapsed and to be payable quarterly in arrears on and
to the last Business Day of January, April, July and October commencing on July
31, 1997 and upon the termination of the Revolving Loan Commitments. Anything
contained in this Agreement to the contrary notwithstanding, for the purposes of
calculating the commitment fees payable by the Borrower pursuant to this Section
3.01(b), the "UNUSED PORTION OF THE REVOLVING LOAN COMMITMENTS," as of any date
of determination, shall be an amount equal to the aggregate amount of the
Revolving Loan Commitments as of such date minus the aggregate principal amount
of all outstanding Revolving Loans and the Letter of Credit Usage on such date,
and the unused portion of the Revolving Loan Commitments shall not be reduced by
(i) reason of the Borrower's inability to satisfy the conditions precedent set
forth in Section 5 and consequent inability to borrow Loans hereunder or (ii)
the aggregate principal amount of all outstanding Swing Line Loans.



                                       47
<PAGE>   54

              (C) ADMINISTRATIVE FEE. The Borrower agrees to pay to the Agent an
annual administrative fee in the amount and at the times separately agreed to by
the Agent and the Borrower.

              (D) CONSENT FEE. On the Effective Date, the Borrower shall pay to
the Agent, for distribution (as appropriate) to Existing Lenders a consent fee,
as set forth in the term sheet (for purposes of this Section 3.01, the "TERM
SHEET") contained in the Confidential Information Memorandum.

              (E) ADDITIONAL BANK FINANCING FEE. On the Effective Date, the
Borrower shall pay to the Agent, for distribution (as appropriate) to the Banks,
the "Additional Bank Financing Fees" described in the Term Sheet.

              SECTION 4. PREPAYMENTS AND REDUCTIONS IN COMMITMENTS; PAYMENTS.

              4.01 SCHEDULED PAYMENTS OF TERM LOANS. The Borrower shall make
principal payments on the Term Loans in installments on the dates and in the
amounts set forth below:

<TABLE>
<CAPTION>
===============================================================================
               DATE                                          SCHEDULED PAYMENT
===============================================================================
        <S>                                                     <C>        
          March 15, 1999                                        $ 3,000,000
-------------------------------------------------------------------------------
           June 15, 1999                                          3,000,000
-------------------------------------------------------------------------------
        September 15, 1999                                        3,000,000
-------------------------------------------------------------------------------
         December 15, 1999                                        3,000,000
-------------------------------------------------------------------------------
          March 15, 2000                                          6,000,000
-------------------------------------------------------------------------------
           June 15, 2000                                          6,000,000
-------------------------------------------------------------------------------
        September 15, 2000                                        6,000,000
-------------------------------------------------------------------------------
         December 15, 2000                                       12,000,000
-------------------------------------------------------------------------------
          March 15, 2001                                         12,000,000
-------------------------------------------------------------------------------
           June 15, 2001                                         12,000,000
-------------------------------------------------------------------------------
        September 15, 2001                                       12,000,000
-------------------------------------------------------------------------------
         December 15, 2001                                       12,000,000
-------------------------------------------------------------------------------
          March 15, 2002                                         30,000,000
-------------------------------------------------------------------------------
           June 17, 2002                                         30,000,000
===============================================================================
</TABLE>

provided that the scheduled installments of principal of the Term Loans set
forth above shall be reduced in connection with (i) any voluntary prepayments of
the Term Loans in accordance with



                                       48
<PAGE>   55

Section 4.02(a) and (ii) any mandatory prepayments in accordance with Section
4.02(c); and provided, further that the Term Loans and all other amounts owed
hereunder with respect to the Term Loans shall be paid in full no later than the
Termination Date, and the final installment payable by the Borrower in respect
of the Term Loans on such date shall be in an amount, if such amount is
different from that specified above, sufficient to repay all amounts owing by
the Borrower under this Agreement with respect to the Term Loans.

              4.02 PREPAYMENTS AND REDUCTIONS IN COMMITMENTS.

              (A) VOLUNTARY PREPAYMENTS. The Borrower shall have the right to
prepay the Loans, without premium or penalty, in whole or in part from time to
time on the following terms and conditions: (i) the Borrower shall deliver to
the Agent at its Notice Office prior notice of its intent to prepay the Term
Loans or the Revolving Loans and the amount of such prepayment no later than
12:00 Noon (New York time) one Business Day in advance of the proposed
prepayment date (in the case of a Base Rate Loan) and three Business Days in
advance of the proposed prepayment date (in the case of a Eurodollar Rate Loan),
which notice the Agent shall promptly transmit to each of the Banks, (ii)
Eurodollar Rate Loans prepaid other than on the expiration of the Interest
Period applicable thereto shall be subject to payment of breakage costs by the
Borrower and (iii) the Borrower may prepay Swing Line Loans at any time in full
or in part without notice or penalty. Any such voluntary prepayment shall be
applied as specified in Section 4.03(a).

              (B) VOLUNTARY REDUCTIONS OF REVOLVING LOAN COMMITMENTS. The
Borrower shall have the right, at any time and from time to time, to terminate
in whole or permanently reduce in part, without premium or penalty, the
Revolving Loan Commitments in an amount up to the amount by which the Total
Revolving Loan Commitments exceed the Total Utilization of Revolving Loan
Commitments. The Borrower shall give not less than three Business Days' prior
written notice to the Agent designating the date (which shall be a Business Day)
of such termination or reduction and the amount of any partial reduction.
Promptly after receipt of a notice of such termination or partial reduction, the
Agent shall notify each Bank of the proposed termination or reduction. Such
termination or partial reduction of the Revolving Loan Commitments shall be
effective on the date specified in the Borrower's notice and shall reduce the
Revolving Loan Commitment of each Bank proportionately to its Pro Rata Share.
Any such partial reduction of the Revolving Loan Commitments shall be in an
aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in
excess of that amount unless the remaining amount of the Revolving Loan
Commitments is less than $1,000,000 in which case such reduction shall be in the
amount of the then remaining Revolving Loan Commitments.






                                       49
<PAGE>   56

              (C) MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF REVOLVING
LOAN COMMITMENTS. The Loans shall be prepaid and/or the Revolving Loan
Commitments shall be permanently reduced in the amounts and under the
circumstances set forth below, all such prepayments and/or reductions to be
applied as set forth below or as more specifically provided in Section 4.03:

              (i) Prepayments and Reductions Due to Issuance of Debt Securities.
       No later than the second Business Day following the date of receipt by
       the Borrower of the cash proceeds (net of underwriting discounts and
       commissions and other reasonable costs associated therewith) from the
       issuance of any debt Securities of the Borrower, the Borrower shall
       prepay the Loans and/or the Revolving Loan Commitments shall be
       permanently reduced in an aggregate amount equal to 100% of such net cash
       proceeds. Concurrently with any prepayment of the Loans and/or reduction
       of the Revolving Loan Commitments pursuant to this Section 4.02(c)(i),
       the Borrower shall deliver to Agent an Officers' Certificate
       demonstrating the calculation of the net cash proceeds that gave rise to
       such prepayment and/or reduction. In the event that the Borrower shall
       subsequently determine that the actual net cash proceeds were greater
       than the amount set forth in such Officers' Certificate, the Borrower
       shall promptly make an additional prepayment of the Loans (and/or, if
       applicable, the Revolving Loan Commitments shall be permanently reduced)
       in an amount equal to the amount of such excess, and the Borrower shall
       concurrently therewith deliver to Agent an Officers' Certificate
       demonstrating the derivation of the additional net cash proceeds
       resulting in such excess.

              (ii) Prepayments Due to Reductions or Restrictions of Revolving
       Loan Commitments. The Borrower shall from time to time prepay first the
       Swing Line Loans and second the Revolving Loans to the extent necessary
       to give effect to the limitations set forth in Sections 2.01(a) and
       2.02(a).


              4.03 APPLICATION OF PREPAYMENTS.

              (A) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND
ORDER OF MATURITY. Any voluntary prepayments pursuant to Section 4.02(a) shall
be applied as specified by the Borrower in the applicable notice of prepayment;
provided that in the event the Borrower fails to specify the Loans to which any
such prepayment shall be applied, such prepayment shall be applied first to
repay outstanding Swing Line Loans to the full extent thereof, second to repay
outstanding Revolving Loans to the full extent thereof, and third to repay
outstanding Term Loans to the full extent thereof. Any voluntary prepayments of
the Term Loans pursuant to Section 4.02(a) shall be applied to reduce the
scheduled installments of principal of the Term Loans set forth in Section 4.01
on a pro rata basis in accordance with the respective outstanding principal
amounts thereof.



                                       50
<PAGE>   57

              (B) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any
amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment
of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to
Section 4.02(c)(i) shall be applied first to prepay the Term Loans to the full
extent thereof, second, to the extent of any remaining portion of the Applied
Amount, to prepay the Swing Line Loans to the full extent thereof and to
permanently reduce the Revolving Loan Commitments by the amount of such
prepayment, third, to the extent of any remaining portion of the Applied Amount,
to prepay the Revolving Loans to the full extent thereof and to further
permanently reduce the Revolving Loan Commitments by the amount of such
prepayment, and fourth, to the extent of any remaining portion of the Applied
Amount, to further permanently reduce the Revolving Loan Commitments to the full
extent thereof.

              (C) APPLICATION OF MANDATORY PREPAYMENTS OF TERM LOANS. Any
mandatory prepayments of the Term Loans pursuant to Section 4.02(c)(i) shall be
applied to reduce the scheduled installments of principal of the Term Loans set
forth in Section 4.01 on a pro rata basis in accordance with the respective
outstanding principal amounts thereof.

              (D) APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND EURODOLLAR
RATE LOANS. Considering Term Loans and Revolving Loans being prepaid separately,
any prepayment thereof shall be applied first to Base Rate Loans to the full
extent thereof before application to Eurodollar Rate Loans, in each case in a
manner which minimizes the amount of any payments required to be made by the
Borrower pursuant to subsection 2.09(e).

              (E) APPLICATION OF PREPAYMENTS TO PRINCIPAL AND INTEREST. Except
with respect to prepayments of Revolving Loans pursuant to Section 4.02(a), all
payments in respect of the principal amount of any Loan shall include payment of
accrued interest on the principal amount being repaid or prepaid, and all such
payments (and, in any event, any payments in respect of any Loan on a date when
interest is due and payable with respect to such Loan) shall be applied to the
payment of interest before application to principal.

















                                       51
<PAGE>   58

              4.04 GENERAL PROVISIONS REGARDING PAYMENTS.

              (A) METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made (i)
subject to the second paragraph of Section 4.04(c), in the case of any Swing
Line Loan to the Swing Line Bank, and (ii) to the Agent for the account of the
Bank or the Banks entitled thereto not later than 1:00 P.M. (New York time), on
the date when due and shall be made in Dollars in immediately available funds at
the Payment Office of the Agent. Whenever any payment to be made hereunder or
under any Note shall be stated to be due on a day that is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest hereunder or under any Note or of the commitment or other fees
hereunder, as the case may be; provided, however, that if the day on which
payment relating to a Eurodollar Rate Loan is due is not a Business Day but is a
day of the month after which no further Business Day occurs in that month, then
the due date thereof shall be the next preceding Business Day. The Borrower and
the Swing Line Bank shall give the Agent prompt notice of each Swing Line Loan
and any payment thereof. All voluntary prepayments shall be made in an aggregate
minimum amount of $100,000 and integral multiples of $10,000 in excess of that
amount.

              (B) NET PAYMENTS. All payments made by the Borrower hereunder or
under any Note will be made without setoff, counterclaim or other defense.

              (C) APPORTIONMENT OF PAYMENTS. Aggregate principal and interest
payments shall be apportioned among all outstanding Loans to which such payments
relate, and such payments shall be apportioned ratably to the Banks,
proportionately to the Banks' respective Pro Rata Shares. The Agent promptly
shall distribute to each Bank at its primary address set forth below its name on
the appropriate signature page hereof or such other address as any Bank may
request its share of all such payments received by the Agent and the commitment
and loan fees of such Bank when received by the Agent pursuant to Section 3.01.

              Anything contained in this agreement to the contrary
notwithstanding, upon the occurrence and during the continuance of any Event of
Default specified in Section 9 or after the acceleration of the maturity of the
Loans and the other amounts referred to in Section 9 or termination of the
Revolving Loan Commitments, all payments relating to the Loans and the other
Obligations shall be made to the Agent for the account of the Banks and all
amounts received by the Agent that are to be applied to the payment of the
Obligations shall be distributed first to the Swing Line Bank to the extent of
the unpaid principal of, and accrued interest on, Swing Line Loans and second to
the Banks in such a manner that each Bank receives its proportionate share of
such amounts based on the outstanding principal amounts of all Revolving Loans
then outstanding and the amount of all other Obligations then payable.




                                       52
<PAGE>   59

              SECTION 5. CONDITIONS PRECEDENT.

              5.01 CONDITIONS TO EFFECTIVENESS. This Agreement shall become
effective only upon satisfaction of all of the following conditions:

              (A) EXECUTION OF AGREEMENT; CREDIT DOCUMENTS; NOTES. The Agent
       shall have received: (i) an original of this Agreement (whether the same
       or different copies) duly executed by the Borrower, each Bank and the
       Agent, (ii) an original Revolving Note and Term Note made to the order of
       each Bank, duly executed by the Borrower in the amount, maturity and as
       otherwise provided herein, (iii) an original Swing Line Note made to the
       order of the Swing Line Bank, duly executed by the Borrower, (iv) an
       original Consent to Amendment and Restatement duly executed by each
       Guarantor Subsidiary, and (v) to the extent not already received, signed
       copies of the other Credit Documents (whether the same or different
       copies) duly executed by the parties thereto.

              (B) NO DEFAULT; REPRESENTATION AND WARRANTIES; MATERIAL ADVERSE
       CHANGES. All representations and warranties of the Borrower and its
       Subsidiaries set forth in this Agreement and in each of the other Credit
       Documents shall be true, correct and complete in all material respects on
       and as of the Effective Date and after giving effect to the transactions
       contemplated to occur on such date, and the Borrower shall have delivered
       to the Agent an Officer's Certificate, dated as of the Effective Date,
       signed by the President or Vice President of the Borrower, and attested
       to by the Secretary or any Assistant Secretary of the Borrower, in form
       and substance satisfactory to the Agent, to the effect that on and as of
       the Effective Date and after giving effect to the transactions
       contemplated to occur on such date, (i) no Default or Event of Default
       shall have occurred and be continuing, (ii) all representations and
       warranties contained herein and in the other Credit Documents are true,
       correct and complete in all material respects and (iii) no material
       adverse change has occurred in the business, operations, properties,
       assets or condition (financial or otherwise) or prospects of any of the
       Borrower and its Subsidiaries taken as whole since December 31, 1996;
       provided, however, that the enactment of legislation providing for a
       reduction of 20% or less in Medicare's reimbursement rates for oxygen
       therapy in effect on May 13, 1997 (exclusive of future rate reductions
       accomplished by CPI escalator freezes or some variant thereof) shall not
       be considered a material adverse change for purposes of this clause
       (iii).







                                       53
<PAGE>   60

              (C) CORPORATE DOCUMENTS; PROCEEDINGS.

              (i) On the Effective Date, the Agent shall have received a
       certificate, dated the Effective Date, signed by the President or Vice
       President of the Borrower, and attested to by the Secretary or any
       Assistant Secretary of the Borrower, in form and substance satisfactory
       to the Agent, certifying (A) resolutions of the Board of Directors of the
       Borrower authorizing and approving this Agreement, the Notes, the other
       Credit Documents and the transactions contemplated hereby, (B) the
       signatures and incumbency of the Borrower's officers executing this
       Agreement, the Notes, any other Credit Documents to which the Borrower is
       a party and the documents, instruments or other certificates to be
       delivered in connection with this Agreement and the other Credit
       Documents, and (C) the Certificate of Incorporation and By-Laws of the
       Borrower together with copies of the Certificate of Incorporation and
       By-Laws of the Borrower and the resolutions of the Borrower referred to
       in such certificate. In lieu of delivering a copy of its Certificate of
       Incorporation or By-Laws to the Agent pursuant to the preceding sentence,
       the Borrower may certify in its certificate delivered pursuant to this
       clause (i) that such Certificate of Incorporation or By-Laws, as the case
       may be, were delivered to the Agent pursuant to the Existing Credit
       Agreement and that there has been no change in such Certificate of
       Incorporation or By-Laws, as the case may be, since the date of such
       delivery.

              (ii) On the Effective Date, the Agent shall have received a
       certificate, dated the Effective Date, signed by the President or Vice
       President of each of the Borrower's Subsidiaries party to any Credit
       Document, and attested to by the Secretary or any Assistant Secretary of
       such Subsidiary, in form and substance satisfactory to the Agent,
       certifying (A) the resolutions adopted by the Board of Directors of such
       Subsidiary approving and authorizing the Consent to Amendment and
       Restatement, the Subsidiary Guaranty, the Subsidiary Security Agreement,
       the Subsidiary Pledge Agreement, the Trademark Security Agreement, the
       Subsidiary Trademark Security Agreement (if such Subsidiary is a party
       thereto), the Subsidiary Partnership Security Agreement (if such
       Subsidiary is a party thereto) and the transactions contemplated thereby
       and by this Agreement, (B) the signatures and incumbency of the officers
       such Subsidiary executing the Credit Documents to which such Subsidiary
       is a party and the documents, instruments or other certificates to be
       delivered in connection with this Agreement and the other Credit
       Documents, and (C) the Articles or Certificate of Incorporation or other
       charter documents and By-Laws of such Subsidiary, together with copies of
       the Articles or Certificate of Incorporation or other charter documents
       and By-Laws of such Subsidiary and the resolutions of such Subsidiary
       referred to in such certificate. In lieu of delivering a copy of its
       Articles or Certificate of Incorporation or other charter documents or
       By-Laws to the Agent pursuant to the preceding sentence, any of the
       Borrower's Subsidiaries may certify in its certificate delivered pursuant
       to this clause (ii) that such Articles or Certificate of Incorporation,
       other charter documents or By-Laws, as the case may be, were delivered to
       the Agent pursuant to the Existing Credit Agreement and that there has
       been no change in such Articles or Certificate of Incorporation, other
       charter documents or By-Laws, as the case may be, since the date of such
       delivery.







                                       54
<PAGE>   61

               (iii) On the Effective Date, the Agent shall have received copies
       of the Articles or Certificate of Incorporation or other charter
       documents of each of the Borrower and each of the Borrower's Subsidiaries
       party to any Credit Document, certified as of a recent date prior to
       delivery by the Secretary of State of its jurisdiction of incorporation,
       together with a good standing certificate from its jurisdiction of
       incorporation dated a recent date prior to delivery; provided, however,
       that the Articles or Certificate of Incorporation or other charter
       documents of a Subsidiary need not be delivered pursuant to this clause
       (iii) if such Subsidiary certifies pursuant to clause (ii) above that
       such Articles or Certificate of Incorporation or other charter documents
       were delivered to the Agent pursuant to the Existing Credit Agreement and
       that there has been no change in such Articles or Certificate of
       Incorporation or other charter documents since the date of such delivery.

               (iv)  All corporate, partnership and legal proceedings and all
       instruments and agreements in connection with the transactions
       contemplated by this Agreement and the other Credit Documents shall be
       satisfactory in form and substance to the Banks, and the Agent shall have
       received all information and copies of all documents and papers,
       including records of corporate proceedings and governmental approvals, if
       any, that any Bank reasonably may have requested in connection therewith,
       such documents and papers as appropriate to be certified by proper
       corporate, partnership or governmental authorities.

              (D) PERFECTION OF SECURITY INTERESTS. The Borrower and its
       Subsidiaries shall have taken or caused to be taken such actions in such
       a manner so that the Agent has or maintains a valid and perfected first
       priority security interest in all Collateral (subject to Liens consented
       to by the Required Banks with respect to such Collateral and other Liens
       permitted by Section 8.01) encumbered or to be encumbered under the
       Credit Documents. Such actions shall include, without limitation: (i) the
       delivery, to the extent not theretofore delivered, pursuant to the
       applicable Credit Documents by the Borrower and its Subsidiaries of such
       certificates (which certificates shall be registered in the name of the
       Agent or properly endorsed in blank for transfer or accompanied by
       irrevocable undated stock powers duly endorsed in blank, all in form and
       substance satisfactory to the Agent) representing all of the capital
       stock required to be pledged pursuant to the Credit Documents; (ii) the
       delivery, to the extent not theretofore delivered, pursuant to the
       applicable Credit Documents by the Borrower and its Subsidiaries of such
       promissory notes (which promissory notes shall be endorsed to the order
       of the Agent, all in form and substance satisfactory to the Agent)
       representing all of the pledged debt required to be pledged pursuant to
       the Credit Documents; (iii) the delivery, to the extent not theretofore
       delivered, to the Agent of Uniform Commercial Code financing statements,
       or amendments thereto, executed by the Borrower and its Subsidiaries as
       to the Collateral granted by the Borrower and its Subsidiaries for all
       jurisdictions as may be necessary or desirable to perfect the Agent's
       security interest in such Collateral; and (iv) evidence reasonably
       satisfactory to the Agent that all other filings (including, without
       limitation,



                                       55
<PAGE>   62

       filings with the United States Patent and Trademark Office), recordings
       and other actions the Agent deems necessary or advisable to establish,
       preserve and perfect the first priority Liens (subject to Liens permitted
       under this Agreement or consented to by the Required Banks with respect
       to such Collateral) granted to the Agent in personal and mixed property
       shall have been made.

              (E) MARGIN RATE DETERMINATION CERTIFICATE. The Borrower shall have
       delivered a Margin Rate Determination Certificate calculated using
       consolidated financial statements of the Borrower dated March 31, 1997.

              (F) PAYMENT OF FEES. The Borrower shall have paid (i) the Fees
       required by Section 3.01 to be paid on or prior to the Effective Date,
       and (ii) to the Agent and the Banks (as such terms are defined in the
       Existing Credit Agreement) all unpaid fees accrued under the Existing
       Credit Agreement prior to the Effective Date.

              (G) CONVERSION OF EXISTING REVOLVING LOANS; PAYMENT OF INTEREST,
       FEES AND EXISTING SWING LINE LOANS. On or before the Effective Date,
       notwithstanding anything contained in the Existing Credit Agreement or
       Section 2.04 of this Agreement to the contrary, (i) the Borrower shall
       repay in full all Existing Swing Line loans, together with all accrued
       and unpaid interest thereon (ii) the Borrower shall convert all Existing
       Bank Loans outstanding on the Effective Date as Eurodollar Rate Loans
       into Base Rate Loans and, in connection therewith, shall pay to Existing
       Banks such amounts as would have been payable pursuant to Section 2.09(e)
       of the Existing Credit Agreement if such Eurodollar Rate Loans had been
       prepaid on the Effective Date, (iii) the Borrower shall pay to Agent, for
       distribution (as appropriate) to Banks, all accrued and unpaid interest
       with respect to all Existing Bank Loans outstanding on the Effective
       date, (iv) the Borrower shall pay to Agent, for distribution (as
       appropriate) to Banks, all commitment fees and letter of credit fees
       which are accrued and unpaid as of the Effective Date under Sections
       3.01(b) and 2.10(e) of the Existing Credit Agreement, and (v) the
       Borrower shall pay to Agent, for distribution (as appropriate) to Banks
       and Agent the fees payable on the Effective Date referred to at Section
       3.01.

              (H) FINANCIAL STATEMENTS. The Banks shall have received (i)
       audited financial statements of the Borrower and its Subsidiaries for the
       fiscal years ended December 31, 1994, 1995 and 1996, (ii) unaudited
       financial statements of the Borrower and its Subsidiaries for the
       three-month period ended March 31, 1997, and (iii) final projected
       financial statements (including balance sheets and statements of
       operations, stockholders' equity and cash flows) of the Borrower and its
       Subsidiaries for the five-year period after the Effective Date, all of
       the foregoing to be (x) substantially consistent with any financial
       statements for the same periods delivered to the Agent prior to
       preparation of the Confidential Information Memorandum and, in the case
       of any such financial statements for subsequent periods, substantially
       consistent (subject to variances resulting from changes of a general
       economic nature) with any projected financial results for such periods
       delivered to the Agent prior to such preparation and (y) otherwise in
       form and substance satisfactory to the Banks.



                                       56
<PAGE>   63

              (I) EXISTING AND CONTINUING INDEBTEDNESS. The Existing
       Indebtedness that shall remain outstanding after the Effective Date shall
       be as set forth on SCHEDULE 8.04(II) annexed hereto, and the Borrower
       shall have delivered to the Agent an Officers' Certificate to such
       effect.

              (J) SATISFACTION OF CONDITIONS TO FUNDING. All conditions
       precedent to the making of Loans and the issuance of Letters of Credit
       described in Section 5.02 shall be satisfied on and as of the Effective
       Date with respect to the Term Loans, the Revolving Loans and Swing Line
       Loans, if any, to be made, and the Letters of Credit to be issued, on
       such date.

              (K) NO EVENT OF DEFAULT. Immediately prior to the Effective Date,
       no "Default" or "Event of Default" (as such terms are defined in the
       Existing Credit Agreement) shall have occurred and be continuing.

              (L) OPINIONS OF COUNSEL. On the Effective Date, the Agent shall
       have received from Harwell Howard Hyne Gabbert & Manner, P.C., counsel to
       the Borrower, an opinion substantially in the form annexed hereto as
       EXHIBIT R, addressed to each of the Banks and dated the date of delivery,
       covering such matters incident to the transactions contemplated herein as
       the Agent may reasonably request.

              (M) CERTAIN APPROVALS AND AGREEMENTS. Borrower and its
       Subsidiaries shall have obtained all third party consents, waivers,
       amendments, and approvals that may be necessary under Borrower's and its
       Subsidiaries' existing contracts and agreements in connection with the
       borrowings under this Agreement and all related transactions, and
       Borrower and its Subsidiaries shall otherwise be in material compliance
       with such agreements.

              All the Notes, certificates, legal opinions and other documents
and papers referred to in this Section 5, unless otherwise specified, shall be
delivered to the Agent for the account of each of the Banks and, except for the
Notes, in sufficient counterparts for each of the Banks and shall be
satisfactory in form and substance to the Banks.

              5.02 CONDITIONS TO ALL LOANS AND LETTERS OF CREDIT. The
obligations of the Banks to make Term Loans and Revolving Loans, the Swing Line
Bank to make Swing Line Loans and the Issuing Bank to issue Letters of Credit on
each Funding Date are subject to the following further conditions precedent:

              (A) The Agent or Issuing Bank shall have received, in accordance
       with the provisions of Sections 2.01(b), 2.03(b) or 2.10(b), as the case
       may be, before that Funding Date, an originally executed Notice of Term
       Borrowing, Notice of Revolver Borrowing or Notice of Issuance of Letter
       of Credit, as the case may be (or, in the case of a Swing Line Loan, the
       Swing Line Bank shall have received an executed Notice of Swing Line
       Borrowing), in each case signed by the Chief Executive Officer, the Chief
       Financial 



                                       57
<PAGE>   64

       Officer or the Treasurer of the Borrower or by any officer of the
       Borrower designated by the Board of Directors of the Borrower or any of
       the above-described officers on behalf of the Borrower in writing
       delivered to the Agent. The obligation of the Issuing Bank to issue any
       Letter of Credit is subject to the further condition precedent that on or
       before the date of issuance of such Letter of Credit, the Issuing Bank
       shall have received, in accordance with the provisions of Section
       2.10(b), all other information specified in Section 2.10(b) and such
       other documents as the Issuing Bank reasonably may require in connection
       with the issuance of such Letter of Credit.

              (B)    As of the Funding Date:

                     (i)   The representations and warranties contained herein
              shall be true, correct and complete in all material respects on
              and as of that Funding Date to the same extent as though made on
              and as of that date taking into account any amendments to the
              Schedules or Exhibits hereto as a result of any disclosures made
              by the Borrower to the Agent and the Banks after the Effective
              Date approved by the Agent and the Required Banks in their
              reasonable discretion;

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

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

                     (iv)  No order, judgment or decree of any court, arbitrator
              or governmental authority shall purport to enjoin or restrain any
              Bank (or, in the case of a Swing Line Loan, the Swing Line Bank)
              from making the Revolving Loans, the Term Loans or the Issuing
              Bank from issuing the Letter of Credit (or, in the case of a Swing
              Line Loan, making a Swing Line Loan); and

                     (v)   The making of the Loans or the issuing of the Letter 
              of Credit requested on such Funding Date shall not violate any
              law, including, without limitation, Regulation G, Regulation T,
              Regulation U or Regulation X of the Board of Governors of the
              Federal Reserve System.

              SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Banks to enter into this Agreement and to maintain and make the
Loans, the Borrower makes the following representations, warranties and
agreements, which shall survive the execution and delivery of this Agreement and
the Notes and the making of the Loans:

              6.01 CORPORATE STATUS. Each of the Borrower and its Subsidiaries
(i) is a duly organized and validly existing corporation, partnership or
association, as the case may be, in 



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<PAGE>   65

good standing under the laws of the jurisdiction of its incorporation (except in
the case of each of American HomePatient of Illinois, Inc., TPN Pharmacy, Inc.,
and American HomePatient, Inc. of Delaware, each of which the Borrower shall
cause to be in good standing within 30 days after the Effective Date), (ii) has
the power and authority to own its property and assets and to transact the
business in which it is engaged, (iii) is duly qualified as a foreign
corporation, partnership or association, as the case may be, and in good
standing in each jurisdiction where its ownership, leasing or operation of
property or the conduct of its business requires such qualification, except if
the failure to be so qualified could not reasonably be expected to have a
material adverse effect on the business, operations, property, assets, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole and (iv) is in compliance with all requirements of law, including,
but not limited to, all federal, state and local statutes, regulations and
ordinances relating to the delivery of healthcare services of the type provided
by the Borrower and its Subsidiaries and payment therefor, except to the extent
that the failure to do so could not reasonably be expected to have a material
adverse effect on the business, operations, property, assets, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole.

              6.02 CORPORATE POWER AND AUTHORITY. The Borrower and each of its
Subsidiaries has the corporate, partnership or other power to execute, deliver
and perform the terms and provisions of each of the Credit Documents to which it
is a party and has taken all necessary corporate, partnership or other action to
authorize the execution, delivery and performance by it of each of such Credit
Documents. The Borrower and each of its Subsidiaries has duly executed and
delivered each of the Credit Documents to which it is party, and each of such
Credit Documents constitutes the legal, valid and binding obligation of the
Borrower or such Subsidiary, as the case may be, enforceable against the
Borrower or such Subsidiary, as the case may be, in accordance with its terms
except as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether the issue
of enforceability is considered in a proceeding in equity or at law). The
Borrower and each Subsidiary making any Acquisition shall have the corporate,
partnership or other power to consummate such Acquisition upon the consummation
thereof, on the terms set forth in any applicable purchase agreement, agreement
of merger or other operative agreement. Upon the consummation of any
Acquisition, such Acquisition shall have been duly authorized by all necessary
action of the Borrower and any of its Subsidiaries participating therein.

              6.03 NO VIOLATION. Neither the execution, delivery or performance
by the Borrower or a Subsidiary of the Borrower of the Credit Documents to which
it is a party, nor compliance by it with the terms and provisions of any such
Credit Documents, nor the consummation of any Acquisition, upon the consummation
thereof, (i) will contravene any provision of any law, statute, rule or
regulation or any order, writ, injunction or decree of any court or governmental
instrumentality (except, in the case of the consummation of any Acquisition, as
could not reasonably be expected to have a material adverse effect on the
business, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole), (ii) will
conflict or be inconsistent with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under 



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<PAGE>   66

(except, in the case of the consummation of any Acquisition, as could not
reasonably be expected to have a material adverse effect on the business,
operations, properties, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole), or result in the creation or
imposition of (or the obligation to create or impose) any Lien (other than Liens
permitted under Section 8.01) upon any of the property or assets of the Borrower
or any of its Subsidiaries pursuant to the terms of any indenture, mortgage,
deed of trust, credit agreement, loan agreement or any other agreement, contract
or instrument to which the Borrower or any of its Subsidiaries is a party or by
which it or any of its property or assets is bound or to which it may be subject
or (iii) will violate any provision of the Certificate of Incorporation or
By-Laws (or other documents of formation and governance, as the case may be) of
the Borrower or any of its Subsidiaries.

              6.04 GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made prior to the Effective Date), or exemption
by, any governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance by the Borrower or any of its Subsidiaries of any
Credit Document to which the Borrower or any of such Subsidiaries is a party,
(ii) the legality, validity, binding effect or enforceability of any such Credit
Document or (iii) any Acquisition, except filings, approvals and authorizations
that shall have been made or obtained prior to the consummation of such
Acquisition or for which arrangements shall have been made for the subsequent
issuance thereof within four weeks of the closing of such Acquisition (or, if an
additional period is necessary such additional period as is satisfactory to the
Agent) except, in any case, filings, approvals and authorizations that could not
reasonably be expected to have a material adverse effect on the business,
operations, properties, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole.

              6.05 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES; ETC.

              (A) The financial statements delivered to the Existing Banks
pursuant to Sections 7.01(a) and (b) of the Existing Credit Agreement and to the
Banks pursuant to Section 5.01(h) present fairly the consolidated financial
condition of the Borrower and its Subsidiaries as at the respective dates
thereof and the consolidated results of operations and changes in financial
condition of the Borrower and its Subsidiaries for each of the periods covered
thereby, subject (in the case of any unaudited interim financial statements) to
changes resulting from normal year-end adjustments. All such consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles and practices consistently applied.

              (B) Except as fully reflected in the financial statements
described in Section 6.05(a) or in SCHEDULE 6.05, and except for Interest Rate
Agreements permitted hereunder, there were as of the Effective Date no
liabilities or obligations with respect to the Borrower or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) that, either individually or in aggregate,
would be material to the Borrower and its Subsidiaries taken as a whole. Except
as set forth in SCHEDULE 6.05, as of the Effective Date the Borrower does not
know of any basis for the assertion against the Borrower or any of its



                                       60
<PAGE>   67

Subsidiaries of any liability or obligation of any nature whatsoever that is not
fully reflected in the financial statements described in Section 6.05(a) that,
either individually or in the aggregate, would be material to the Borrower and
its Subsidiaries taken as a whole.

              6.06 LITIGATION. Except as set forth on SCHEDULE 6.06, there is no
action, suit or arbitration or other proceeding pending or, to the best
knowledge of the Borrower), threatened with respect to (i) any Credit Document,
(ii) any tax return, (iii) any Acquisition that has been consummated, if any, or
(iv) any other matter that, if adversely determined, is reasonably likely to
materially and adversely affect the business, operations, property, assets,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.

              6.07 TRUE AND COMPLETE DISCLOSURE. All factual information (taken
as a whole) heretofore or contemporaneously furnished by the Borrower or on
behalf of the Borrower with its knowledge in writing to any Bank (including,
without limitation, all information contained in the Credit Documents) for
purposes of or in connection with this Agreement or any transaction contemplated
herein (including, without limitation, any Acquisition) is, and all other such
factual information (taken as a whole) hereafter furnished by or on behalf of
the Borrower in writing to any Bank will be, true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information
(taken as a whole) not materially misleading at such time in light of the
circumstances under which such information was provided.

              6.08 USE OF PROCEEDS; MARGIN REGULATIONS. All proceeds of the
Loans and any Letters of Credit have been and will be used by the Borrower for
the purposes set forth in Section 2.07; provided that no part of the proceeds of
any Loan or any Letter of Credit was or will be used by the Borrower to purchase
or carry any Margin Stock or to extend credit to others for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan or the
issuance of any Letter of Credit nor the use of the proceeds thereof will
violate or be inconsistent with the provisions of Regulations G, T, U or X of
the Board of Governors of the Federal Reserve System.

              6.09 TAX RETURNS AND PAYMENTS. Each of the Borrower and its
Subsidiaries has filed all tax returns required to be filed by it and has paid
all income taxes payable by it that have become due pursuant to such tax returns
and all other taxes and assessments payable by it that have become due, other
than those not yet delinquent, those being contested in good faith and those
listed on SCHEDULE 6.06.

              6.10 COMPLIANCE WITH ERISA. Each Plan is in substantial compliance
with ERISA; no Plan is insolvent or in reorganization; no Plan has an Unfunded
Current Liability, no Plan has an accumulated or waived funding deficiency or
permitted decreases in its funding standard account within the meaning of
Section 412 of the Code; neither the Borrower nor any Subsidiary of the Borrower
nor ERISA Affiliate has incurred any material liability to or on account of a
Plan pursuant to Sections 502(c), (i) or (l), 515, 4062, 4063, 4064, 4071, 4201
or 4204 of ERISA or Chapter 43 of the Code or expects to incur any liability
under any of the foregoing sections; no proceedings have been instituted to
terminate any Plan; no condition 



                                       61
<PAGE>   68

exists that presents a material risk to the Borrower or any of its Subsidiaries
of incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; no Lien imposed under the Code or ERISA on the
assets of the Borrower or any of its Subsidiaries exists or is likely to arise
on account of any Plan; the Borrower and its Subsidiaries may terminate
contributions to any other employee benefit plans maintained by them without
incurring any material liability to any Person interested therein; and no Plan
has received notice from the Internal Revenue Service of the failure of such
Plan to qualify under Section 401(a) of the Code.

              6.11 CAPITALIZATION. The authorized capital stock of the Borrower
consists of 35,000,000 shares of common stock, $0.01 par value per share, of
which 14,748,105 shares were issued and outstanding as of March 20, 1997 and
5,000,000 shares of preferred stock, $0.01 par value per share, of which none
are issued and outstanding. All such outstanding shares have been duly and
validly issued, are fully paid and non-assessable. The Borrower does not have
outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any rights to subscribe for or to purchase, or any options
for the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock except as described on SCHEDULE 6.11 or as issued under any
employee stock option plan of the Borrower and reported to the Agent each fiscal
quarter.

              6.12 SUBSIDIARIES. On the Effective Date, the corporations listed
on SCHEDULE 6.12 and the associations or joint ventures listed on SCHEDULE 6.21
are the only Subsidiaries of the Borrower. SCHEDULE 6.12 and SCHEDULE 6.21
correctly set forth, as of the Effective Date, the percentage ownership (direct
and indirect) of the Borrower in each class of capital stock or partnership
interests of each of its Subsidiaries and also identify the direct owner
thereof.

              6.13 COMPLIANCE WITH STATUTES, ETC. Except as disclosed on
SCHEDULE 6.13, each of the Borrower and its Subsidiaries is in compliance with
all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property
(including applicable statutes, regulations, orders and restrictions relating to
environmental standards and controls), except such noncompliances as would not,
in the aggregate, have a material adverse effect on the business, operations,
property, assets, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole.

              6.14 INVESTMENT COMPANY ACT. Neither the Borrower nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

              6.15 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.



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<PAGE>   69

              6.16 LABOR RELATIONS. Neither the Borrower nor any of its
Subsidiaries nor, to the best of the Borrower's knowledge at the time of any
Acquisition, the Target of such Acquisition, is engaged in any unfair labor
practice that would (upon giving effect to such Acquisition) have a material
adverse effect on the Borrower and its Subsidiaries taken as a whole. There is
(i) no significant unfair labor practice complaint pending or, to the best
knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries or, to the best knowledge of the Borrower at the time of any
Acquisition, the Target of such Acquisition, before the National Labor Relations
Board, and no significant grievance or significant arbitration proceeding
arising out of or under any collective bargaining agreement is so pending or, to
the best knowledge of the Borrower, threatened against the Borrower or any of
its Subsidiaries or, to the best of knowledge of the Borrower at the time of any
Acquisition, the Target of such Acquisition, (ii) no significant strike, labor
dispute, slowdown or stoppage pending or, to the best knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower at the time of any Acquisition, the Target of such
Acquisition, and (iii) to the best knowledge of the Borrower, no union
representation question existing with respect to the employees of the Borrower
or any of its Subsidiaries and, to the best knowledge of the Borrower, no union
organizing activities are taking place, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as would not (upon giving effect to such Acquisition) have a
material adverse effect on the business, operations, property, assets, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole.

              6.17 PATENTS, LICENSES, FRANCHISES AND FORMULAS. Except as set
forth on SCHEDULE 6.17, each of the Borrower and its Subsidiaries owns all the
patents, trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and formulas, or rights with respect to the foregoing, and has
obtained assignments of all leases and other rights of whatever nature,
necessary for the present conduct of its business. Except as set forth on
SCHEDULE 6.17, no proceedings, claims, actions or oppositions have been
instituted or are pending or, to the best of the Borrower's and its
Subsidiaries' knowledge, after due inquiry, are threatened that challenge the
validity of the Borrower's or its Subsidiaries' use of such patents, trademarks,
permits, service marks, trade names, copyrights, licenses, franchises and
formulas, or rights with respect to the foregoing, that would result in a
material adverse effect on the business, operations, property, assets, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole.

              6.18 NO MATERIAL ADVERSE CHANGE. Except as set forth on SCHEDULE
6.18, since December 31, 1996, there has been no material adverse change in the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole other than
change due to action expressly permitted by the terms of this Agreement;
provided, however, that the enactment of legislation providing for a reduction
of 20% or less in Medicare's reimbursement rates for oxygen therapy in effect on
May 13, 1997 (exclusive of future rate reductions accomplished by CPI escalator
freezes or some variant thereof) shall not be considered a material adverse
change for purposes of this Section.



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<PAGE>   70

              6.19 FRAUD AND ABUSE. Except as disclosed on SCHEDULE 6.13, the
Borrower and its Subsidiaries, and, to the knowledge of the Borrower and its
Subsidiaries after reasonable inquiry, their respective officers and directors,
and persons who provide professional services under agreements with the Borrower
or any of its Subsidiaries have been and are in material compliance with federal
Medicare and Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7, 1320a-7(a), 1320a-7b
and 1395nn, as amended, and the regulations promulgated thereunder or related
state and local statutes and regulations and rules of professional conduct, and
have not at anytime:

              (i)    knowingly and willfully made or caused to be made a false
       statement or representation of a material fact in any application for any
       benefit or payment;

              (ii)   knowingly and willfully made or caused to be made any false
       statement or representation of a material fact for use in determining
       rights to any benefit or payment;

              (iii)  presented or caused to be presented a claim for
       reimbursement for services under Medicare or Medicaid, or other state
       health care programs that is for an item or service that is known or
       should be known to be (a) not provided as claimed, or (b) false or
       fraudulent;

              (iv)   failed to disclose knowledge by a claimant of the 
       occurrence of any event affecting the initial or continued right to any
       benefit or payment on its own behalf or on behalf of another, with intent
       fraudulently to secure such benefit or payment;

              (v)    knowingly and willfully illegally offered, paid, solicited 
       or received any remuneration (including any kickback, bribe, or rebate),
       directly or indirectly, overtly or covertly, in cash or in kind (a) in
       return for referring an individual to a person for the furnishing or
       arranging for the furnishing of any item or service for which payment may
       be made in whole or in part by Medicare or Medicaid, or other state
       health care programs, or (b) in return for purchasing, leasing or
       ordering or arranging for or recommending purchasing, leasing or ordering
       any good, facility, service, or item for which payment may be made in
       whole or in part by Medicare or Medicaid or other state health care
       programs;

              (vi)   knowingly made a payment, directly or indirectly, to a
       physician as an inducement to reduce or limit services to individuals who
       are under the direct care of the physician and who are entitled to
       benefits under Medicare or Medicaid, or other state health care programs;

              (vii)  provided to any person information that is known or should
       be known to be false or misleading that could reasonably be expected to
       influence the decision when to discharge a hospital in-patient from the
       hospital;

              (viii) knowingly and willfully made or caused to be made or
       induced or sought to induce the making of any false statement or
       representation (or omitted to state a fact required to be stated therein
       or necessary to make the statements contained therein not misleading) of
       a material fact with respect to (a) the conditions or operations of a
       facility



                                       64
<PAGE>   71

       in order that the facility may qualify for Medicare or Medicaid or other
       state health care program certification, or (b) information required to
       be provided under ss. 1124A of the Social Security Act (42 U.S.C.
       ss.1320a-3);

              (ix)   knowingly and willfully (a) charged for any Medicaid 
       service, money or other consideration at a rate in excess of the rates
       established by the state, or (b) for services covered (in whole or in
       part) by Medicaid, charged, solicited, accepted or received, in addition
       to amounts paid by Medicaid, any gift, money, donation or other
       consideration (other than a charitable, religious or philanthropic
       contribution from an organization or from a person unrelated to the
       patient) (y) as a precondition of treating the patient, or (z) as a
       requirement for the patient's continued treatment;

              (x)    completed Certificates of Medical Necessity on behalf of
       physicians in violation of the Health Care Financing Administration's
       carrier directives prohibiting home health care providers from so doing;

              (xi)   violated the federal Food, Drug and Cosmetic Act and the
       so-called "pharmacy exemption" contained therein and the FDA's Compliance
       Policy Guide Number 7132.16 entitled "Manufacture, Distribution, and
       Promotion of Adulterated, Misbranded, or Unapproved New Drugs for Human
       Use by State-Licensed Pharmacies;" or

              (xii)  violated the FDA's guidelines or OSHA regulations including
       those in connection with any oxygen filling stations maintained or
       operated by the Borrower or any of its Subsidiaries and 29 C.F.R. 1910,
       1030 Occupational Exposure to Bloodborne Pathogens;

such that the actions or inactions in the foregoing clauses (i) through (xii),
individually or in the aggregate, would have a material adverse effect on the
business, operations, property, assets, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries, taken as a whole.

              6.20 TITLE TO PROPERTIES; LIENS. The Borrower and its Subsidiaries
have good, sufficient and legal title to all of their respective properties and
assets reflected in the most recent financial statements delivered pursuant to
Sections 7.01(a) and (b) of this Agreement (or, if no such financial statements
have yet been delivered, the most recent financial statements delivered pursuant
to Sections 7.01(a) and (b) of the Existing Credit Agreement), except for assets
disposed of since the date of such financial statements in the Ordinary Course
of Business or as otherwise permitted under Section 8.02. Except as permitted by
this Agreement, all such properties and assets are free and clear of Liens.

              6.21 JOINT VENTURES. Except as set forth on SCHEDULE 6.21, the
Borrower and its Subsidiaries are not party to any Joint Venture other than
Joint Ventures permitted under Section 8.05(vi).



                                       65
<PAGE>   72

              6.22 ACCOUNTS RECEIVABLE COLLATERAL. The Accounts Receivable and
any related reimbursement contracts with the payor of such Accounts Receivable
have not been satisfied, subordinated or rescinded in any manner (other than
settlements in the Ordinary Course of Business with payors of such Accounts
Receivable reached to facilitate collection); such Accounts Receivable were
created through the provision of services or merchandise supplied by either (a)
the Borrower and its Subsidiaries and the related charges were usual, customary
and reasonable, or (b) a Target of an Acquisition prior to such Acquisition and
the Borrower believes, after due investigation, that the related charges were
usual, customary and reasonable; such Accounts Receivable are owned by the
Borrower and its Subsidiaries free and clear of any adverse claim and the
Borrower and its Subsidiaries have the right to assign and transfer such
Accounts Receivable except as such assignment or transfer would be prohibited by
Section 1815(c) of the Social Security Act, 42 U.S.C. ss. 1395g(c) and the
regulations promulgated thereunder; and there are no procedures or
investigations pending or threatened before any Governmental Authority seeking a
determination or ruling that might affect the validity or enforceability of a
material portion of such Accounts Receivable subject to the review or
jurisdiction of such Governmental Authority.

              6.23 SELLER DEBT. Except as disclosed on SCHEDULE 8.04(XIII), the
Acquisition Notes represent unsecured Indebtedness of the Borrower.

              6.24 SURVIVAL OF RIGHTS CREATED UNDER EXISTING CREDIT AGREEMENT.
Notwithstanding the modification effected by this Agreement of the
representations, warranties and covenants of the Borrower contained in the
Existing Credit Agreement, the Borrower hereby acknowledges and agrees that any
choses in action or other rights created in favor of the Existing Banks and the
Agent (as defined in the Existing Credit Agreement) and their respective
successors and assigns, if any, arising out of the representations and
warranties of the Borrower contained in or delivered (including representations
and warranties delivered in connection with the making of any loans thereunder)
in connection with the Existing Credit Agreement, including all amendments and
waivers relating thereto, shall survive the execution and delivery of this
Agreement.

              SECTION 7. AFFIRMATIVE COVENANTS. The Borrower covenants and
agrees that on and after the Effective Date and until the Loans and the Notes,
together with interest, Fees and all other Obligations incurred hereunder and
thereunder, are paid in full and all Letters of Credit are cancelled, expired or
otherwise provided for to the satisfaction of the Issuing Bank:
















                                       66
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              7.01 INFORMATION COVENANTS. The Borrower will furnish to each
Bank:

              (A) QUARTERLY FINANCIAL STATEMENTS. Within 60 days (or 90 days in
       the case of the fourth fiscal quarter) after the close of each quarterly
       accounting period in each Fiscal Year, the consolidated balance sheets of
       the Borrower and its Subsidiaries as at the end of such quarterly period
       and the related consolidated statements of operations and statements of
       cash flows for the elapsed portion of the Fiscal Year ended with the last
       day of such quarterly period and for such quarterly period and setting
       forth comparative figures for the related periods in the prior Fiscal
       Year for the statements of operations and cash flows, all of which shall
       be certified by the Chief Executive Officer or the Chief Financial
       Officer of the Borrower, subject to normal year-end audit adjustments
       and, promptly, commencing with the quarter ended March 31, 1997, the
       financial review provided quarterly to the Board of Directors of the
       Borrower.

              (B) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close of
       each Fiscal Year, the consolidated balance sheets of the Borrower and its
       Subsidiaries as at the end of such Fiscal Year and the related
       consolidated statements of operations and statements of cash flows for
       such Fiscal Year, in each case setting forth comparative figures for the
       preceding fiscal year and certified, in the case of the consolidated
       financial statements, without qualification by independent certified
       public accountants of recognized national standing reasonably acceptable
       to the Required Banks, together with a report of such accounting firm
       stating that in the course of its regular audit of the financial
       statements of the Borrower, which audit was conducted in accordance with
       generally accepted auditing standards, such accounting firm obtained no
       knowledge of any Default or Event of Default related to accounting or
       financial reporting matters that has occurred and is continuing or, if in
       the opinion of such accounting firm such a Default or Event of Default
       has occurred and is continuing, a statement as to the nature thereof.

              (C) MANAGEMENT LETTERS. Promptly after the Borrower's receipt
       thereof, a copy of any "management letter" received by the Borrower from
       its certified public accountants.

              (D) PERFORMANCE PLAN. On or before February 15 of each year
       (beginning February 15, 1998), a performance plan (a "PERFORMANCE PLAN")
       for such year, in a form no less detailed than the financial projections
       delivered to the Existing Banks prior to the Effective Date pursuant to
       the Existing Credit Agreement, for the Borrower and its Subsidiaries as a
       whole (in each case including forecast consolidated statements of
       operations and cash flow and balance sheets) and prepared by the Borrower
       for each quarter of each Fiscal Year beginning with the quarter ending
       March 31, 1998 and for the elapsed portion of such Fiscal Year ended with
       the last day of each quarter accompanied by the statement of the Chief
       Executive Officer or the Chief Financial Officer of the Borrower to the
       effect that, to the best of such officer's knowledge, the Performance
       Plan is a reasonable estimate and forecast for the period covered
       thereby.



                                       67
<PAGE>   74

              (E) PERFORMANCE REPORTS. Within 60 days after the end of each
       fiscal quarter (or 90 days after the end of the Fiscal Year), a
       performance report, in a form reasonably satisfactory to the Banks,
       containing consolidated balance sheets for the Borrower and its
       Subsidiaries as a whole as at the end of that quarter and the related
       consolidated statements of operations and cash flows for the quarter
       and the elapsed portion of the Fiscal Year then ended, and comparing
       actual results of operations and financial position to that forecast in
       the Performance Plan for the quarter and for the elapsed portion of the
       Fiscal Year ended with the last day of that quarter, as the case may
       be, setting forth comparative figures for the related periods in the
       prior Fiscal Year and stating the reasons for any variance between the
       actual results of operations, financial position and cash flows and
       forecasted results of operations, financial position and cash flows and
       explanations of the variances that are adverse to the Borrower or any
       of its Subsidiaries; provided that with respect to the quarters ended
       June 30, 1997, September 30, 1997 and December 31, 1997, such
       comparative figures shall be based upon the financial projections
       delivered to the Banks prior to the Effective Date pursuant to Section
       7.01(d) of the Existing Credit Agreement. Such performance report shall
       also contain a statement of receivables (including an aging report)
       held by the Borrower and its Subsidiaries as a whole.
      
              (F) COMPLIANCE CERTIFICATES. At the time of the delivery of the
       financial statements provided for in Sections 7.01(a) and (b) and the
       quarterly performance reports provided for in Section 7.01(e), a
       Compliance Certificate of the Chief Executive Officer or the Chief
       Financial Officer of the Borrower to the effect that, to the best of such
       officer's knowledge, no Default or Event of Default has occurred and is
       continuing or, if any Default or Event of Default has occurred and is
       continuing, specifying the nature and extent thereof, which Compliance
       Certificate also shall set forth the calculations required to establish
       whether the Borrower was in compliance with those provisions of Section 8
       identified on the Compliance Certificate at the end of such quarter,
       fiscal quarter or Fiscal Year, as the case may be.

              (G) NOTICE OF DEFAULT, LITIGATION OR HEALTH CARE COMPLIANCE.
       Promptly, and in any event within three Business Days after any of the
       Chief Executive Officer, Chief Financial Officer or Chief Operating
       Officer of the Borrower obtains knowledge thereof, notice of (i) the
       occurrence of any event that constitutes a Default or an Event of
       Default, (ii) any litigation or governmental or arbitration proceeding
       pending (x) against the Borrower or any of its Subsidiaries that could
       reasonably be expected to materially and adversely affect the business,
       operations, property, assets, condition (financial or otherwise) or
       prospects of the Borrower and its Subsidiaries, taken as a whole, or (y)
       with respect to any Credit Document or any Acquisition then contemplated
       or already consummated by the Borrower or its Subsidiaries, (iii) any
       material adverse changes in the status of any litigation or other
       proceeding reported by the Borrower pursuant to Section 6.06 or this
       Section 7.01(g), (iv) any material claim, complaint, notice or request
       for information received by the Borrower or any of its Subsidiaries with
       respect to compliance with health care regulatory requirements relating
       to the delivery of health care services of the type provided by the
       Borrower and payment therefor (excluding malpractice claims), including,
       but not limited to, any violation or alleged violation of 



                                       68
<PAGE>   75

       any federal, state or local statute, regulation, or ordinance relating to
       the delivery of medical services and payment therefor, including, but not
       limited to, the requirements set forth under federal Medicare and
       Medicaid statutes, 42 U.S.C. ss.ss. 1320a-7, 1320a-7a, 1320a-7b and
       1395nn, and the regulations promulgated thereunder and related state or
       local statutes or regulations and (v) any other event that could
       reasonably be expected to materially and adversely affect the business,
       operations, property, assets, condition (financial or otherwise) or
       prospects of the Borrower and its Subsidiaries, taken as a whole.

              (H) OTHER REPORTS AND FILINGS. Promptly, copies of all financial
       information, proxy materials and other information and reports, if any,
       that the Borrower or any of its Subsidiaries shall file with the
       Securities and Exchange Commission or any governmental agencies
       substituted therefor (the "SEC").

              (I) REPORTS OF ASSET TRANSFERS TO SUBSIDIARIES OR FORMATION OF
       JOINT VENTURES. No later than 10 Business Days after (A) any transfer to
       any Joint Venture that is not a Guarantor Subsidiary of (i) any assets of
       the Borrower or any of its Subsidiaries having a fair market value
       exceeding $1,000,000 in the aggregate or (ii) any intangible assets
       material to the business, operations, properties, condition (financial or
       otherwise) or prospects of the Borrower and its Subsidiaries and (B) the
       formation of any Joint Venture, the Borrower shall notify the Agent of
       the nature of such transaction and the business purpose therefor.

              (J) MARGIN RATE DETERMINATION CERTIFICATE. Concurrently with the
       delivery of the financial statements required under Sections 7.01(a) and
       (b), the Borrower shall deliver a Margin Rate Determination Certificate.

              (K) ACQUISITION FINANCIALS. On or before the 15th day of each
       month (i) an Officer's Certificate (v) describing in reasonable detail
       each Acquisition consummated in the prior month (including the aggregate
       consideration paid in such Acquisition), (w) setting forth any
       anticipated Divestitures, (x) demonstrating compliance with the
       requirements of Section 8.02(v), (y) setting forth the amount of any
       notes representing Unsecured Seller Debt and (z) attaching copies of the
       documentation regarding any Unsecured Seller Debt, (ii) copies of all
       consolidated balance sheets and consolidating balance sheets (to the
       extent consolidating balance sheets are available) and related statements
       of operations and statements of cash flows of the Target and its
       Subsidiaries, if any, acquired in any such Acquisition, that are
       delivered in connection with such Acquisition, and the amount of
       Consolidated EBITDA of the Target and its Subsidiaries for each of the
       immediately preceding four fiscal quarters that will be included by the
       Borrower in its calculation of Consolidated Adjusted EBITDA under this
       Agreement, which balance sheets and related statements of operations and
       statements of cash flows and historical Consolidated EBITDA of the Target
       and its Subsidiaries shall be reasonably satisfactory in substance to the
       Agent and the Required Banks (i) to the extent of any adjustments
       therein, (ii) if unaudited, or (iii) if both clauses (i) and (ii) of this
       Section 7.01(k) are true; provided that, such financials shall be deemed
       acceptable to the



                                       69
<PAGE>   76

       Required Banks unless Banks sufficient to prevent the approval of the
       Required Banks shall give notice of disapproval to the Agent within ten
       Business Days of the delivery of such financials to Banks.

              (L) OTHER INFORMATION. From time to time, such other information
       or documents (financial or otherwise) as any Bank reasonably may request.

              7.02 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries in conformity with generally accepted
accounting principles consistently applied and all requirements of law shall be
made of all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each of its Subsidiaries to,
permit officers and designated representatives of the Agent or any Bank to visit
and inspect, under guidance of officers of the Borrower or such Subsidiary, any
of the properties of the Borrower or such Subsidiary, and to examine the books
of record and account of the Borrower or such Subsidiary and discuss the
affairs, finances and accounts of the Borrower or such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants,
all at such reasonable times and intervals, with such reasonable notice and to
such reasonable extent as the Agent or such Bank may request.

              7.03 MAINTENANCE OF PROPERTY, INSURANCE. SCHEDULE 7.03 sets forth
a true and complete listing of all insurance maintained by the Borrower and its
Subsidiaries as of the Effective Date and the amounts of such insurance. The
Borrower will, and will cause each of its Subsidiaries to, (i) keep all property
useful and necessary in its business in good working order and condition, (ii)
maintain with financially sound and reputable insurance companies insurance on
all its property and its directors and officers in at least such amounts and
against at least such risks as are described in SCHEDULE 7.03; provided that the
Borrower and its Subsidiaries may self-insure against risks consistent with
standard industry practices for companies in the same or similar businesses, and
(iii) furnish to each Bank, within 45 days after the end of each Fiscal Year and
otherwise, upon written request, full information as to the insurance carried.

              7.04 CORPORATE FRANCHISES. Except as permitted by Section 8.02,
the Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done, all things necessary to preserve and keep in full force and effect its
existence and its material rights, franchises, licenses and patents; provided,
however, that nothing in this Section 7.04 shall prevent (a) the withdrawal by
the Borrower or any of its Subsidiaries of its qualification as a foreign
corporation, association or joint venture in any jurisdiction where such
withdrawal would not have a material adverse effect on the business, operations,
property, assets, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole, (b) the merger of AHPT, with and
into the Borrower under Section 8.02(vii), or (c) the discontinuance of any
Subsidiary of the Borrower if such discontinuance would not have a material
adverse effect on the business, operations, property, assets, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole.



                                       70
<PAGE>   77

              7.05 COMPLIANCE WITH STATUTES, ETC. The Borrower will, and
will cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business, including, without limitation, the laws and regulations referred to in
Section 6.19, and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, in the aggregate, reasonably
be expected to have a material adverse effect on the business, operations,
property, assets, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole.

              7.06 ERISA. (a) As soon as possible and, in any event, within 10
days after the Borrower or any of its Subsidiaries or ERISA Affiliates knows or
has reason to know any of the following, the Borrower will deliver to each of
the Banks a certificate of the Chief Executive Officer or the Chief Financial
Officer of the Borrower setting forth details as to such occurrence and such
action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Borrower, the Subsidiary, the ERISA
Affiliate, the PBGC, a Plan participant or the Plan administrator with respect
thereto: that a Reportable Event has occurred; that an accumulated funding
deficiency has been incurred or an application may be or has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding
standard (including any required installment payments) or an extension of any
amortization period under Section 412 of the Code with respect to a Plan; that a
Plan has been or may be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that a Plan has an Unfunded Current Liability
giving rise to a Lien under ERISA or the Code; that proceedings may be or have
been instituted to terminate a Plan; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that the Borrower, any of its Subsidiaries or ERISA Affiliates will or may incur
any liability (including any contingent or secondary liability) to or on account
of the termination of or withdrawal from a Plan under Sections 4062, 4063, 4064,
4201 or 4204 of ERISA; that the Borrower, any of its Subsidiaries or ERISA
Affiliates will or may incur any liability under Chapter 43 of the Code or under
Sections 502(c), (i) or (1) or 4071 of ERISA; that there exists a condition that
presents a material risk to the Borrower, any of its Subsidiaries or ERISA
Affiliates of incurring a liability to or on account of a Plan pursuant to the
assertion of a material claim (other than a routine claim for benefits) against
any such Plan; or that any Plan has been determined by the Internal Revenue
Service to fail to qualify under Section 401(a) of the Code.

              (b) The Borrower will deliver to each of the Banks a complete copy
of the annual report (Form 5500) of each Plan required to be filed with the
Internal Revenue Service.

              (c) In addition to any certificates or notices delivered to the
Banks pursuant to the clause (a) of this Section 7.06, copies of annual reports
and any other notices received by the Borrower or any of its Subsidiaries
required to be delivered to the Banks hereunder shall be delivered to the Banks
no later than 10 days after the later of the date such report or notice has been
filed with the Internal Revenue Service or the PBGC, given to Plan participants
or received by the Borrower or such Subsidiary.



                                       71
<PAGE>   78

              7.07 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower shall
cause (i) each of its fiscal years, and the fiscal years of each of its
Subsidiaries other than Joint Ventures, to end on December 31 and (ii) each of
its, and each of its Subsidiaries', fiscal quarters to end on March 31, June 30,
September 30 and December 31; provided that any Subsidiary acquired subsequent
to the Effective Date that has different fiscal year ends, fiscal quarter ends
or both than those set forth in this Section 7.07 shall conform such periods to
those set forth herein in the ordinary course consistent with past practice.

              7.08 PERFORMANCE OF OBLIGATIONS. The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement and other debt instrument by which
it is bound, except such non-performances as could not in the aggregate,
reasonably be expected to have a material adverse effect on the business,
operations, property, assets, condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole.

              7.09 PAYMENT OF TAXES AND CLAIMS. The Borrower will, and will
cause each of its Subsidiaries to, pay or cause to be paid all taxes,
assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its franchises, business, income or
property before any material penalty accrues thereon, and all claims (including,
without limitation, claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a material
Lien upon any of its properties or assets, prior to the time when any material
penalty or fine shall be incurred with respect thereto; provided that so long as
no property or assets (other than money for such charge or claim and the
interest or penalty accruing thereof) of the Borrower or any of its Subsidiaries
is in danger of being lost or forfeited as a result thereof, no such charge or
claim need be paid if it is being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and if such reserve or
other appropriate provision, if any, as shall be required in conformity with
generally accepted accounting principles consistently applied shall have been
made therefor.

              7.10 LICENSING. The Borrower will and will cause each of its
Subsidiaries to be operated at all times in compliance in all material respects
with all federal, state and local statutes, regulations and ordinances relating
to the licensing of healthcare services of the type provided by the Borrower and
to maintain, at all times, accreditation for no less than 90% of the branches
owned by the Borrower and its Subsidiaries longer than one year with the Joint
Commission on Accreditation of Healthcare Organizations.

              7.11 FURTHER ASSURANCES; NEW SUBSIDIARIES.

              (A) At any time and from time to time upon the request of the
Agent, the Borrower shall and shall cause each of its Wholly-Owned Subsidiaries
to execute and deliver such further documents and do such other acts and things
as the Agent reasonably may request in order to effect fully the purposes of
this Agreement and the other Credit Documents and to provide for payment of the
Obligations in accordance with the terms of this Agreement and the other Credit
Documents.



                                       72
<PAGE>   79

              (B) In the event a Person becomes a Subsidiary of the Borrower
(other than as a Joint Venture) after the Effective Date, the Borrower shall,
within 10 Business Days of such event, cause such Subsidiary to execute and
deliver the Subsidiary Guaranty, the Subsidiary Security Agreement, a Subsidiary
Partnership Security Agreement, the Subsidiary Pledge Agreement, Collection Bank
Agreements (to the extent required by Section 8.16) and the Subsidiary Trademark
Security Agreement and such other agreements, pledges, assignments, documents
and certificates (including, without limitation, any amendments to the Credit
Documents) as may be necessary or desirable or as the Agent may request and do
such other acts and things as the Agent reasonably may request in order to have
such domestic Subsidiary guaranty and/or secure the Obligations and effect fully
the purposes of this Agreement and the other Credit Documents and to provide for
payment of the Obligations in accordance with the terms of this Agreement and
the other Credit Documents.

              (C) Notwithstanding any provision contained herein or in any of
the Credit Documents, none of the Borrower nor any of its Guarantor Subsidiaries
shall be deemed to be in default under (or to have breached any provision of)
this Agreement or any Credit Document solely by virtue of permitting to exist
any Lien described in Section 8.01(xvi) until such time as such Lien is required
to be terminated under such Section.

              7.12 ACCOUNTS RECEIVABLE. The Borrower and its Subsidiaries will
submit all necessary documentation and supply all necessary information for
payment of all Accounts Receivable (other than settlements in the Ordinary
Course of Business with payors of such Accounts Receivable reached to facilitate
collection to the payor for each of such Accounts Receivable); will not
subordinate or rescind any of the Accounts Receivable; and will notify Agent
promptly if any procedures or investigations are pending or threatened before
any Governmental Authority seeking a determination or ruling that might
materially and adversely affect the validity or enforceability of a material
portion of such Accounts Receivable subject to the review or jurisdiction of
such Governmental Authority.


              SECTION 8. NEGATIVE COVENANTS. The Borrower covenants and agrees
that on and after the Effective Date and until the Loans and the Notes, together
with interest, Fees and all other Obligations incurred hereunder and thereunder,
are paid in full and all Letters of Credit are cancelled, expired or otherwise
provided for to the satisfaction of the Issuing Bank:

              8.01 LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or permit to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired; provided that the provisions of this Section 8.01 shall not prevent
the creation, incurrence, assumption or existence of:

              (i)    Liens for taxes not yet due, or Liens for taxes being
       contested in good faith and by appropriate proceedings for which adequate
       reserves have been established the failure to pay which would not have a
       material adverse effect on the business, operations,



                                       73
<PAGE>   80

       property, assets, condition (financial or otherwise) or prospects of the
       Borrower and its Subsidiaries taken as a whole;

              (ii)   Liens in respect of property or assets of the Borrower or 
       any of its Subsidiaries imposed by law, that were incurred in the
       Ordinary Course of Business, such as carriers', warehousemen's and
       mechanics' liens and other similar Liens arising in the Ordinary Course
       of Business and (x) that do not in the aggregate materially detract from
       the value of property or assets having a value individually or in the
       aggregate in excess of $50,000, or materially impair the use thereof in
       the operation of the business of the Borrower or any of its Subsidiaries
       or (y) that are being contested in good faith by appropriate proceedings,
       which proceedings have the effect of preventing the forfeiture or sale of
       the property or assets subject to any such Lien;

              (iii)  Liens in existence on the Effective Date that are listed,
       and the property subject thereto described, in SCHEDULE 8.01 (Liens
       described in this clause (iii), "PERMITTED LIENS");

              (iv)   Liens in favor of the Agent;

              (v)    Liens relating to leases and subleases granted to others 
       not interfering in any material respect with the business of the Borrower
       or any of its Subsidiaries;

              (vi)   Easements, rights-of-way, restrictions, minor defects or
       irregularities of title and other similar charges or encumbrances not
       interfering in any material respect with the Ordinary Course of Business
       of the Borrower or any of its Subsidiaries;

              (vii)  Liens relating to any interest or title of a lessor under
       any lease;

              (viii) Liens relating to Interest Rate Agreements permitted under
       Section 8.04(xi);

              (ix)   Liens relating to bankers' liens and other rights of 
       setoff;

              (x)    Pledges or deposits in connection with worker's 
       compensation, unemployment insurance and other social security
       legislation;

              (xi)   Liens on assets purchased using the proceeds of 
       non-recourse purchase money Indebtedness permitted by Section 8.04(ix);

              (xii)  Any attachment or judgment Lien not constituting an Event 
       of Default under Section 9.09;

              (xiii) Any deposit arrangement, made in connection with a
       transaction to secure performance of obligations in connection with such
       transaction, not in excess (either individually or in the aggregate) of
       $5,000,000; provided that such deposit arrangement is




                                       74
<PAGE>   81



       terminated on the date upon which such performance obligations are
       required to be discharged under the terms of the document creating such
       deposit arrangement;

              (xiv)  Liens created to secure Indebtedness of the Borrower and 
       its Subsidiaries incurred after the Effective Date as permitted in
       8.04(xiii);

              (xv)   Liens created to secure Indebtedness of the Target of any
       Acquisition outstanding on the date of such Acquisition; provided that
       such Liens were created prior to the date of such Acquisition and were
       not created in contemplation of such Acquisition and provided that the
       aggregate amount of such secured Indebtedness outstanding at any time
       shall not exceed $15,000,000;

              (xvi)  Liens consisting of Uniform Commercial Code financing
       statements relating to property or assets acquired (whether in
       Acquisitions or otherwise) after the Effective Date, so long as (A) none
       of such financing statements shall secure any outstanding Indebtedness
       and (B) as soon as practicable but in any event within 45 days of the
       date of any such acquisition, the Borrower shall take all action
       (including without limitation the filing of termination statements with
       the appropriate filing offices) necessary to terminate all such financing
       statements relating to property or assets acquired in such acquisition;
       and

              (xvii) Liens in favor of AHPF created pursuant to one or more
       Intercompany Acquisition Guaranty/Security Agreements.

              8.02 CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. The Borrower will
not, and will not permit any of its Subsidiaries to, wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of (or agree to do any of the
foregoing at any future time) all or any part of its property or assets, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the Ordinary Course of Business) of any
Person, or permit any of its Subsidiaries to do any of the foregoing, except
that:

              (i)    the Borrower and its Subsidiaries may make sales of
       inventory in the Ordinary Course of Business and make Divestitures of
       inventory;

              (ii)   the Borrower and its Subsidiaries may, in the Ordinary
       Course of Business, dispose of equipment and capital assets that are
       obsolete or in need of replacement and make Divestitures of equipment and
       capital assets;

              (iii)  the Borrower and its Subsidiaries may, in addition to any
       sales permitted in clauses (i) and (ii) above, sell (by way of merger or
       otherwise) for cash and/or promissory notes permitted under Section
       8.05(xii), the stock, property or assets of the Borrower or any of its
       Subsidiaries having an aggregate fair market value (as reasonably
       determined by the board of directors of the Person making the sale) not
       to exceed



                                       75
<PAGE>   82

       $5,000,000 in any calendar year (without regard to clause (vii) of this
       Section 8.02);

              (iv)   any Subsidiary of the Borrower may merge or consolidate (a)
       into the Borrower or (b) with any other domestic Wholly-Owned Subsidiary
       of the Borrower, so long as such Wholly-Owed Subsidiary is the surviving
       corporation, association or joint venture, and in the case of any merger
       or consolidation involving a Guarantor Subsidiary, the Guarantor
       Subsidiary (or a Subsidiary of the Borrower that will become a Guarantor
       Subsidiary on or before consummation of such merger) is the surviving
       corporation;

              (v)    the Borrower and its Wholly-Owned Subsidiaries may (without
       regard to the limitations set forth in Section 8.07) acquire property and
       assets of other Persons (including any assets or property acquired in any
       Acquisition) provided that the aggregate consideration paid by the
       Borrower or such Subsidiaries consisting of cash or any assets of the
       Borrower or such Subsidiaries (excluding any common stock of the Borrower
       and the proceeds of any Divestiture but including the principal amount of
       any Indebtedness described in Section 8.04(xii) incurred in connection
       with such Acquisition and the principal amount of any loans made to the
       applicable seller in connection with such Acquisition in accordance with
       Section 8.05(xi)) shall not, without the prior written consent of the
       Required Banks, exceed (if valued at fair market value at the time of
       such Acquisition, as reasonably determined by the board of directors of
       the Person making such Acquisition) $20,000,000 per transaction and
       $100,000,000 in the aggregate over any twelve-month period commencing
       with the Effective Date (including in such calculation any consideration
       paid by the Borrower to acquire any Joint Venture to the extent the
       aggregate book value of all Joint Ventures exceeds $30,000,000) when
       added to the aggregate amount of all investments made pursuant to this
       Section 8.02(v) in such twelve-month period; provided further no such per
       transaction limitation on the consideration paid by the Borrower in
       connection with such an Acquisition shall exist if the ratio of Total
       Debt to Consolidated Adjusted EBITDA for the consecutive four-fiscal
       quarter period ending as of the last day of the immediately preceding
       fiscal quarter before such Acquisition is less than 1.50:1.00, in each
       case calculated on a pro forma basis to give effect to such Acquisition,
       or the Acquisition is made under clause (vii) of this Section 8.02;
       provided further that the ratio of Total Debt to Consolidated Adjusted
       EBITDA shall be in compliance with the requirement of Section 8.08, in
       each case calculated on a pro forma basis to give effect to such
       Acquisition; provided further, that if such acquisition of property and
       assets is an acquisition of stock, then such acquisition shall, except
       with respect to Joint Ventures, result in the ownership by the Borrower
       or a Wholly-Owned Subsidiary of a majority interest in the capital stock
       of the entity whose stock is being acquired;

              (vi)   the Borrower and its Subsidiaries may make capital
       expenditures to the extent not in violation of Section 8.07;

              (vii)  notwithstanding the provisions of clauses (i) through (vi)
       of this Section 8.02, AHPT, may merge with and into the Borrower,
       provided that the Borrower shall acquire any and all assets of such
       entity, and provided such merger will not have a 



                                       76
<PAGE>   83

       material adverse effect on (A) the business, operations, property,
       assets, condition (financial or otherwise) or prospects of the Borrower
       and its Subsidiaries taken as a whole, (B) the value of the Collateral,
       or (C) the ability of the Borrower to pay or the Banks to collect the
       Obligations; and

              (viii) any Subsidiary of the Borrower may be dissolved if such
       dissolution will not have a material adverse effect on the business,
       operations, property, assets, condition (financial or otherwise) or
       prospects of the Borrower and its Subsidiaries taken as a whole.

              8.03 DIVIDENDS.

              (A) The Borrower will not declare or pay any dividends (other than
dividends that are payable solely to the holders of any class of stock of the
Borrower in shares of that class of stock), or return any capital, to its
stockholders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock now or hereafter outstanding (or any options or
warrants issued by the Borrower with respect to its capital stock), or set aside
any funds for any of the foregoing purposes, or permit any of its Subsidiaries
to purchase or otherwise acquire for a consideration any shares of any class of
the capital stock of the Borrower now or hereafter outstanding (or any options
or warrants issued by the Borrower with respect to its capital stock), except
that the Borrower may acquire stock options or restricted stock from its
employees or former employees in an aggregate amount not to exceed $250,000 in
any calendar year.

              (B) The Borrower will not permit any of its Subsidiaries to
declare or pay any dividends, or return any capital, to its stockholders or
authorize or make any other distribution, payment or delivery of property or
cash to its stockholders as such, or redeem, retire, purchase or otherwise
acquire, directly or indirectly, for a consideration, any shares of any class of
its capital stock now or hereafter outstanding (or any options or warrants
issued by such Subsidiary with respect to its capital stock), or set aside any
funds for any of the foregoing purposes, or permit any of its Subsidiaries to
purchase or otherwise acquire for a consideration any shares of any class of the
capital stock of such Subsidiary now or hereafter outstanding (or any options or
warrants issued by such Subsidiary with respect to its capital stock) (each of
the foregoing being a "RESTRICTED SUBSIDIARY PAYMENT"), except that any
Subsidiary of the Borrower may make Restricted Subsidiary Payments to the
Borrower or any Wholly-Owned Subsidiary of the Borrower and any Joint Venture
that is a Subsidiary of the Borrower may make Restricted Subsidiary Payments in
proportion to the ownership interests therein.

              8.04 INDEBTEDNESS. The Borrower will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

              (i)    Indebtedness of the Borrower and its Subsidiaries incurred
       under the Credit Documents;



                                       77
<PAGE>   84

              (ii)   Indebtedness listed on SCHEDULE 8.04(II) ("EXISTING
       INDEBTEDNESS") and Indebtedness incurred by the Borrower or any of its
       Subsidiaries to renew or refinance the Existing Indebtedness of the
       Borrower or such Subsidiary; provided that the new Indebtedness shall not
       exceed the principal amount of the Existing Indebtedness so renewed or
       refinanced and shall not contain any terms or conditions, taken as a
       whole, less favorable to the Borrower and the Banks than the Existing
       Indebtedness being renewed or refinanced;

              (iii)  accrued expenses and current trade accounts payable
       incurred in the Ordinary Course of Business and obligations under trade
       letters of credit incurred by the Borrower or any of its Subsidiaries in
       the Ordinary Course of Business, that are to be repaid in full not more
       than one year after the date on which such Indebtedness is originally
       incurred to finance the purchase of goods by the Borrower or such
       Subsidiary;

              (iv)   obligations under letters of credit incurred by the
       Borrower or any of its Subsidiaries in the Ordinary Course of Business in
       support of obligations incurred in connection with worker's compensation,
       unemployment insurance and other social security legislation, or as a
       result of participation by the Borrower and its Subsidiaries in Medicare
       or Medicaid programs;

              (v)    Indebtedness incurred as a result of loans and advances
       permitted under Section 8.05(ii)-(iv);

              (vi)   obligations under letters of credit incurred by the
       Borrower or any of its Subsidiaries in the Ordinary Course of Business
       and to the extent consistent with past practice in support of obligations
       under leases, bonds posted for judgments being appealed or as a condition
       to bringing any action, suit or other proceeding not to exceed $500,000
       other than letters of credit listed on SCHEDULE 8.04(II);

              (vii)  non-recourse Indebtedness payable solely from and secured
       solely by life insurance policies and annuities (and any related trusts
       or escrows) maintained by the Borrower and its Subsidiaries for their
       respective officers, employees and directors;

              (viii) surety bonds, performance bonds and other completion bonds
       in the Ordinary Course of Business and consistent with past practice or
       as required by law;

              (ix)   non-recourse purchase money Indebtedness not exceeding the
       purchase price of the asset so purchased and secured solely by such
       asset;

              (x)    capitalized leases;

              (xi)   Interest Rate Agreements (and guaranties thereof) entered
       into by the Borrower and its Subsidiaries with respect to Indebtedness in
       an aggregate notional principal amount not to exceed $150,000,000;



                                       78
<PAGE>   85

              (xii)  the Borrower and its Subsidiaries may become and remain
       liable, either as primary obligor or as guarantor, with respect to
       Unsecured Seller Debt owed to the Person selling the capital stock or
       assets of any Target in any Acquisition permitted under Section 8.02(v);
       provided such Indebtedness (A) is unsecured, (B) either (x) does not
       exceed 25% of the purchase price paid for such Target or (y) is
       subordinated to the Indebtedness created by this Agreement pursuant to
       the terms of a Subordination Agreement substantially in the form of
       EXHIBIT M, and, in either case, if guaranteed by the Borrower or any
       Subsidiary of the Borrower, is guaranteed by a guarantee that is
       subordinate to, and under which such guarantor does not have any
       obligation prior to the indefeasible payment in full of, the Obligations
       and (C) does not at any time exceed $35,000,000 in the aggregate for all
       Unsecured Seller Debt outstanding at any time; provided, however, that
       Unsecured Seller Debt in the principal amount of $1,500,000 outstanding
       as of the date hereof and owed to Respro, Inc., a Kentucky corporation,
       in connection with a sale of assets by Respro, Inc. to the Borrower need
       not satisfy the requirements of either clause (x) or (y) of clause (B) of
       the preceding proviso. The covenants, default provisions, remedies
       provisions, subordination provisions and all other terms of such
       Unsecured Seller Debt shall be reasonably satisfactory in form and
       substance to the Agent; provided that if the subordination provisions in
       the documentation representing such Unsecured Seller Debt are
       substantially in the form of EXHIBIT M such subordination provisions
       shall be deemed satisfactory to the Agent; provided further that if the
       documentation representing such Unsecured Seller Debt contains no
       covenants and no default provisions other than default provisions with
       respect to defaults that arise because of the bankruptcy of the issuer or
       guarantor of such debt and default provisions with respect to defaults
       that arise because of the failure to pay such Seller Debt when due, such
       covenant and default provisions shall be deemed satisfactory to the
       Agent;

              (xiii) Indebtedness of the Borrower and its Subsidiaries incurred
       after the Effective Date in an aggregate amount outstanding at any time
       not in excess of $7,500,000;

              (xiv)  Indebtedness of the Target of any Acquisition outstanding
       on the date of such Acquisition; provided that such Indebtedness was not
       incurred in contemplation of such Acquisition;

              (xv)   Contingent Obligations in respect of any guaranty by the
       Borrower or a Subsidiary of any obligations of any of their respective
       Subsidiaries permitted under this Agreement;

              (xvi)  Indebtedness incurred as a result of loans permitted under
       Section 8.05(ix); and

              (xvii) Contingent Obligations created pursuant to any Intercompany
       Acquisition Guaranty/Security Agreements.



                                       79
<PAGE>   86

              8.05 ADVANCES, INVESTMENTS AND LOANS. The Borrower will not, and
will not permit any of its Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any stock or other ownership
interest (other than stock or ownership interests issued as part of the
formation of a Subsidiary of the Borrower for consideration not to exceed
$150,000 in the aggregate with respect to all such Subsidiaries, obligations or
securities of, or any other interest in, or make any capital contribution to,
any other Person, except that the following shall be permitted:

              (i)    the Borrower and its Subsidiaries may each acquire and hold
       receivables owing to it, if created or acquired in the Ordinary Course of
       Business and payable or dischargeable in accordance with customary trade
       terms to the extent consistent with past practice;

              (ii)   loans and advances by any Subsidiary of the Borrower to the
       Borrower; provided such loans or advances are at all times subordinated
       to the Obligations of the Borrower on terms satisfactory to the Required
       Banks;

              (iii)  loans and advances not to exceed $10,000,000 in the
       aggregate at any time to Joint Ventures to which the Borrower or any of
       its Subsidiaries is a party; (iv) loans and advances by the Borrower to
       any Guarantor Subsidiary (or, in connection with any Acquisition, any
       Subsidiary of the Borrower that becomes a Guarantor Subsidiary on or
       before consummation of such Acquisition) in the Ordinary Course of
       Business so long as after giving effect to such loan or advance there
       shall not have occurred a Default or an Event of Default;

              (v)    loans and advances by any Guarantor Subsidiary to any other
       Guarantor Subsidiary in the Ordinary Course of Business so long as after
       giving effect to such loan or advance there shall not have occurred a
       Default or Event of Default;

              (vi)   the Borrower and its Subsidiaries (a) may make new loans
       and advances to officers, employees and agents in the Ordinary Course of
       Business (for purposes other than purchasing stock or stock options or
       exercising stock options) equal, in the aggregate for the Borrower and
       its Subsidiaries, to no more than $100,000 at any one time outstanding
       and may make loans to officers, directors and employees in connection
       with the purchase or exercise of options for the Borrower's common stock,
       provided that no cash is advanced and (b) may make interest-free loans or
       advances to officers and employees of the Borrower and its Subsidiaries
       in the form of payment by the Borrower of premiums in respect of
       so-called "split-dollar" life insurance policies in an amount which shall
       not in the aggregate exceed $1,000,000 per annum;

              (vii)  the Borrower and its Subsidiaries may make equity
       investments in other Persons engaged in the businesses in which the
       Borrower and its Subsidiaries are engaged as of the Effective Date, in an
       aggregate amount that, when added to the aggregate consideration paid to
       acquire assets and property pursuant to Section 8.02(v), does not exceed
       the amount specified in Section 8.02(v); provided that the Borrower shall
       provide




                                       80
<PAGE>   87

       notice to the Agent of all such investments in accordance with Section
       7.01(i) and the aggregate book value of all investments in all Joint
       Ventures shall not at any time exceed 30% of the aggregate book value of
       the equity of the Borrower; provided further, that such equity
       investments shall, except with respect to Joint Ventures, result in the
       ownership by the Borrower or such Subsidiary of a majority interest in
       the capital stock of the entity issuing such equity;

              (viii) the Borrower and its Subsidiaries may make and own
       investments in Cash Equivalents; provided that such Cash Equivalents are
       not subject to setoff rights in favor of the financial institution (other
       than a Bank) issuing or selling any such Cash Equivalents arising from
       any banking relationship of the Borrower and its Subsidiaries;

              (ix)   cash capital contributions by the Borrower to AHPF to fund
       loans by AHPF to AHPT to finance Acquisitions; provided, that the amount
       of any such capital contribution is loaned by AHPF to AHPT as permitted
       under Section 8.05(x);

              (x)    loans made by AHPF to AHPT and evidenced by one or more
       Intercompany Acquisition Notes;

              (xi)   in connection with any Acquisition consummated by the
       Borrower or any of its Subsidiaries, the Borrower or such Subsidiary may
       make loans to the applicable seller, as part of the consideration payable
       in connection with such Acquisition, for the purpose of financing such
       seller's purchase of so-called "split dollar" life insurance; provided,
       that the Borrower or such Subsidiary shall enter into a split dollar
       agreement and collateral assignment of life insurance proceeds with such
       seller;

              (xii)  investments consisting of promissory notes, in an aggregate
       principal amount not to exceed $1,000,000 at any time outstanding,
       received as part of the consideration in connection with sales of stock,
       property or assets of any of its Subsidiaries permitted under Section
       8.02(iii); and

              (xiii) loans to Coronado Health Services, Inc., an Arizona
       corporation under management by the Borrower, in an aggregate amount not
       to exceed $850,000.

              8.06 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions, whether or not in the Ordinary Course of Business, with
any Affiliate of the Borrower, other than on terms and conditions substantially
as favorable to the Borrower or such Subsidiary as would be obtainable by the
Borrower or such Subsidiary at the time in a comparable arm's-length transaction
with a Person other than an Affiliate.



                                       81
<PAGE>   88

              8.07 CAPITAL EXPENDITURES. Except for expenditures made by the
Borrower and its Subsidiaries during any Fiscal Year to acquire assets in
Acquisitions permitted under Section 8.02(v) or (vii), the Borrower will not,
and will not permit any of its Subsidiaries to, make any expenditure for fixed
or capital assets (including, without limitation, expenditures for product
development and maintenance and repairs that should be capitalized in accordance
with generally accepted accounting principles consistently applied and including
capitalized lease obligations) during any Fiscal Year set forth below that would
cause the aggregate amount of all such expenditures for the Borrower and its
Subsidiaries to exceed the correlative amount set forth below opposite such
Fiscal Year:


<TABLE>
<CAPTION>
=======================================================
     FISCAL YEAR                            AMOUNT
-------------------------------------------------------
        <S>                              <C>       
        1997                             35,000,000
-------------------------------------------------------
        1998                             38,000,000
-------------------------------------------------------
        1999                             43,000,000
-------------------------------------------------------
        2000                             46,000,000
-------------------------------------------------------
        2001                             49,000,000
-------------------------------------------------------
        2002                             53,000,000
=======================================================
</TABLE>


              8.08 LEVERAGE RATIO. The Borrower shall not permit the ratio of
Total Debt to Consolidated Adjusted EBITDA for any consecutive four-fiscal
quarter period ending as of the last day of any fiscal quarter of the Borrower
to be more than 3.50:1.00.

              8.09 MINIMUM CONSOLIDATED NET WORTH. The Borrower will not permit
Consolidated Net Worth of the Borrower and its Subsidiaries at any time to be
less than the sum of $175,000,000, plus 75% of Consolidated Net Income of the
Borrower and its Subsidiaries for each fiscal quarter in which Consolidated Net
Income is a positive number and which ends during the period from the Effective
Date to and including the end of the then most recently ended fiscal quarter of
the Borrower, plus 100% of any additions to Net Worth from any issuance of, or
any exercise of an option to purchase, or any conversion of any debt Securities
into, any equity Securities of the Borrower on or after the Effective Date.

              8.10 MINIMUM INTEREST COVERAGE RATIO. The Borrower shall not
permit the ratio of (i) Consolidated EBITDA of the Borrower and its Subsidiaries
to (ii) Consolidated Interest Expense for any consecutive four-fiscal quarter
period to be less than 4.00:1.00:

              8.11 LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS; ETC. The Borrower will not, and will not permit any of its
Subsidiaries to, (i) make any voluntary or optional payment or prepayment on or
redemption or acquisition for value of (including, without limitation, by way of
depositing with the trustee with respect thereto money or securities before 



                                       82
<PAGE>   89

due for the purpose of paying when due) any Indebtedness on which it is an
obligor which payment, prepayment or redemption or acquisition for value is in
excess of $100,000 per year in the aggregate except with respect to payments or
prepayments on or redemptions or acquisitions for value of the (A) Obligations
under the terms of this Agreement or (B) any Indebtedness for which failure to
make such payment, prepayment, redemption or acquisition for value would
constitute a violation of a law or regulation enacted, adopted or becoming
effective after the Effective Date, (C) any trade payables prepaid in the
Ordinary Course of Business to take advantage of favorable prepayment terms, or
(D) Indebtedness of the Target of any Acquisition permitted pursuant to Section
8.04(xiv), (ii) amend or modify, or permit the amendment or modification of, any
provision of any Indebtedness or of any agreement (including, without
limitation, any purchase agreement, indenture, loan agreement or security
agreement) relating to any of the foregoing other than amendments that (A) only
extend the maturity of or lower the interest rate on Indebtedness and amendments
of this Agreement permitted by its terms or (B) are immaterial and would not
have a material adverse effect on the business, operations, property, assets,
liabilities (contingent or otherwise), condition (financial or otherwise) or
prospects of the Borrower or any of its Subsidiaries, or (iii) amend, modify or
change the Certificate or Articles of Incorporation (including, without
limitation, by the filing or modification of any certificate of designation) or
the By-Laws (or any other documents of formation and governance, as the case may
be) of the Borrower or any of its Subsidiaries party to any of the Credit
Documents or any Subsidiary of such Subsidiaries (except to reflect a name
change previously noticed to the Agent, except as permitted under Section
8.02(vii) and except to amend the Certificate or Articles of Incorporation or
the By-Laws of a Target as the Borrower deems reasonably necessary, provided
that such amendment shall not adversely affect the Banks' position as creditors
hereunder).

              8.12 RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER DISTRIBUTIONS.
The Borrower will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction, other than as set forth in this Agreement, on
the ability of any such Subsidiary to (a) pay dividends or make any other
distributions on its capital stock or any other interest or participation in its
profits owned by the Borrower or any Subsidiary of the Borrower, or pay any
Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make
loans or advances to the Borrower or (c) transfer any of its properties or
assets to the Borrower, except for such encumbrances or restrictions existing
under or by reasons of (i) applicable law, (ii) this Agreement, (iii) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Borrower or a Subsidiary of the Borrower that exists
on the Effective Date and (iv) customary provisions restricting transactions
with affiliates of Persons party to a Joint Venture. The Borrower will not, and
will not permit any of its Subsidiaries to, amend, modify or otherwise change
the terms of, or permit the modification of, any provision of any Restructuring
Note, any Intercompany Term Note, the ConPharma Note, any Intercompany
Acquisition Note or any Intercompany Acquisition Guaranty/Security Agreement if
the effect of such change is to change the subordination provisions thereof (or
of any guaranty thereof) or to change any collateral therefor (other than to
release such collateral).

              8.13 BUSINESS. The Borrower will not, and will not permit any of
its Subsidiaries to, engage (directly or indirectly) in any business other than
the business in which it was engaged on the Effective Date and any business
directly related to such business.



                                       83
<PAGE>   90

              8.14 TRANSFER OF COPYRIGHTS, PATENTS AND TRADEMARKS. The Borrower
will not, and will not permit any of its Subsidiaries to, transfer any of their
respective copyrights, licenses, patents, trademarks, permits, service marks,
trade names, franchises and formulas, or rights with respect to the foregoing,
except transfers pursuant to licenses granted in the Ordinary Course of Business
that would not have a material adverse effect on the business, operations,
property, assets, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole.

              8.15 JOINT VENTURES. The Borrower shall not, and shall not suffer
or permit any of its Subsidiaries to enter into any Joint Venture, other than in
the Ordinary Course of Business.

              8.16 COLLECTION BANK AGREEMENTS. The Borrower shall not, and shall
not suffer nor permit any of its Subsidiaries that are not Joint Ventures to,
maintain any Deposit Account with an average daily balance in excess of $100,000
in any given month, with any financial institution that has not executed and
delivered to the Agent a Collection Bank Agreement. The Borrower shall not, and
shall not permit any of its Subsidiaries that are not Joint Ventures to,
maintain amounts in excess of $5,000,000 in the aggregate at any time
outstanding in Deposit Accounts that are not subject to Collection Bank
Agreements. The Borrower shall not, and shall not permit any of its Subsidiaries
that are not Joint Ventures to, deposit any amount into a Deposit Account that
is the subject of a Collection Bank Agreement that does not represent proceeds
of Collateral.


              SECTION 9. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each an "EVENT OF DEFAULT");

              9.01 PAYMENTS. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note, (ii) default in the payment when
due of any amount payable to the Issuing Bank in reimbursement of any drawing
under a Letter of Credit, or (iii) default, and such default shall continue
unremedied for two Business Days, in the payment when due of interest on any
Loan, any Fees or any other amounts owing hereunder or under any Note; or

              9.02 REPRESENTATIONS, ETC. Any representation, warranty or
statement made by the Borrower or any of its Subsidiaries herein or in any other
Credit Document or in any certificate delivered pursuant hereto or thereto shall
prove to be untrue in any material respect on the date as of which made or
deemed made; or

              9.03 COVENANTS. The Borrower shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.01(g)(i) or Section 8 or (ii) default in the due performance or
observance by it of any term, covenant or agreement (other than those referred
to in Sections 9.01 and 9.02 and clause (i) of this Section 9.03) contained in
this Agreement and such default shall continue unremedied for a period of 30
days after written notice to the Borrower by the Agent; or



                                       84
<PAGE>   91

              9.04 DEFAULT UNDER OTHER AGREEMENTS. The Borrower or any of its
Subsidiaries shall (i) default in any payment of Indebtedness in an aggregate
principal amount equal to or exceeding $1,500,000 (other than the Notes, the
Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the
Intercompany Acquisition Notes) beyond the period of grace (not to exceed 30
days), if any, provided in the instrument or agreement under which such
Indebtedness was created or (ii) default in the observance or performance of any
agreement or condition relating to Indebtedness in an aggregate principal amount
equal to or exceeding $3,750,000 (other than the Notes, the Restructuring Notes,
the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition
Notes) or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause (determined without regard to whether any notice is
required), any such Indebtedness to become due prior to its stated maturity; or
Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate
principal amount equal to or exceeding $3,750,000, shall be declared to be due
and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof; or

              9.05 BANKRUPTCY, ETC. The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "BANKRUPTCY," as now or hereafter in effect, or any
successor thereto (the "BANKRUPTCY CODE"); or an involuntary case is commenced
against the Borrower or any of its Subsidiaries, and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case (provided that the Borrower expressly authorizes the
Agent and each Bank to appear in any court conducting any such proceeding during
such 60 day period to preserve, protect and defend their rights under this
Agreement and the other Credit Documents); or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of the Borrower or any of its Subsidiaries; or the Borrower or
any of its Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Subsidiaries; or there is
commenced against the Borrower or any of its Subsidiaries any such proceeding
that remains undismissed for a period of 60 days; or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt, or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any of its Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 30 days; or the Borrower or any of its Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate, partnership
or other action is taken by the Borrower or any of its Subsidiaries for the
purpose of effecting any of the foregoing; or

              9.06 ERISA. Any Plan shall fail to maintain the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code; any Plan is, shall have been or is likely to be terminated or the
subject of a termination proceeding under ERISA; any 



                                       85
<PAGE>   92

Plan shall have an Unfunded Current Liability, or the Borrower or any of its
Subsidiaries or ERISA Affiliates has incurred or is likely to incur a liability
to or on account of a Plan under Sections 502(c), (i) or (l), 515, 4062, 4063,
4064, 4071, 4201 or 4204 of ERISA or Chapter 43 of the Code; and there shall
result from any such event or events the imposition of a Lien upon or the
granting of a security interest in the assets of the Borrower or any of its
Subsidiaries, or a liability or a material risk of incurring a liability to the
PBGC or a Plan or a trustee appointed under ERISA, that will have a material
adverse effect upon the business, operations, property, assets, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole; or

              9.07 CREDIT DOCUMENTS. Any of the Credit Documents or any material
provision thereof shall cease to be in full force and effect for any reason,
other than the satisfaction in full of all Obligations and the termination of
this Agreement, or is declared to be null and void, or any Guarantor Subsidiary
shall default in the due performance or observance of any material term,
covenant or agreement on its part to be performed or observed pursuant to any of
the Credit Documents to which it is a party, or any Guarantor Subsidiary denies
that it has any further liability under any of the Credit Documents to which it
is a party or gives notice to such effect, or any junior creditor claims or
asserts the invalidity or unenforceability of any subordination provisions of
any Unsecured Seller Debt; or

              9.08 CHANGES OF CONTROL. (i) Any Person or two or more Persons
acting in concert shall have acquired beneficial ownership (within the meaning
of the Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, of securities of the Borrower representing 20% or more of the
combined voting power of all securities of the Borrower entitled to vote in the
election of directors; or (ii) during any period of up to 12 consecutive months,
commencing before or after the date of this Agreement, individuals who at the
beginning of such 12-month period were directors of the Borrower shall cease for
any reason to constitute a majority of the Board of Directors of the Borrower;
or (iii) any Person or two or more Persons acting in concert shall have acquired
by contract or otherwise, or shall have entered into a contract or arrangement
that upon consummation shall result in its or their acquisition of or control
over, securities of the Borrower representing 20% or more of the combined voting
power of all securities of the Borrower entitled to vote in the election of
directors; or

              9.09 JUDGMENTS. One or more judgments, decrees or arbitration
awards shall be entered against the Borrower or any of its Subsidiaries
involving in the aggregate for the Borrower and its Subsidiaries a liability
(not paid or fully covered by insurance as to which the insurer has acknowledged
coverage in writing) of $3,000,000 or more, and all such judgments, decrees or
awards shall not have been vacated, discharged or stayed or bonded pending
appeal within 30 days after the entry thereof; or

              9.10 GOVERNMENTAL POLICIES. Any change shall occur in state or
federal laws, rules or governmental regulations or budgetary allocations that
reasonably could be expected to have a material adverse effect on the business,
operations, properties, assets, condition (financial or otherwise) or prospects
of the Borrower and its Subsidiaries taken as a whole; provided, however, that
the enactment of legislation providing for a reduction of 20% or less in
Medicare's



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reimbursement rates in effect on May 13, 1997 for oxygen therapy (exclusive of
future rate reductions accomplished by CPI escalator freezes or some variant
thereof) shall not in and of itself be considered an Event of Default hereunder;
or

              9.11 LOSS OF LICENSES. Any Governmental Authority shall finally
revoke or fail to renew any license, permit or franchise of the Borrower or the
Borrower shall for any reason lose any license, permit or franchise or the
Borrower or any of its Subsidiaries shall suffer the imposition of any
restraining order, escrow, suspension or impound of funds in connection with any
proceeding (judicial or administrative) with respect to any license, permit or
franchise which event could reasonably be expected to have a material adverse
effect on the business, operations, properties, assets, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole;

THEN, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Agent, upon the written request of the Required
Banks, shall by written notice to the Borrower, (provided, that, if an Event of
Default specified in Section 9.05 shall occur with respect to the Borrower, the
result which would occur upon the giving of written notice by the Agent to the
Borrower as hereafter shall occur automatically without the giving of any such
notice) declare the principal of and any accrued interest in respect of all
Loans and the Notes and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower, and the obligation of each Bank to make any Loan and the
obligation of the Issuing Bank to issue any Letter of Credit shall thereupon
terminate; provided, that the foregoing shall not affect in any way the
obligations of the Banks to make Revolving Loans to reimburse drawings under
Letters of Credit as provided in Section 2.10(c), to repay Refunded Swing Line
Loans as provided in Section 2.02(c), to purchase participations from the Swing
Line Bank in any unpaid Swing Line Loans as provided in Section 2.02(c), or to
purchase participations from the Issuing Bank in the unreimbursed amount of any
drawings under any Letters of Credit as provided in Section 2.10(d). So long as
any Letter of Credit shall remain outstanding, any amounts received by the Agent
shall be held by the Agent, pursuant to such documentation as the Agent shall
request, as cash collateral for the obligation of the Borrower to reimburse the
Issuing Bank in the event of any drawing under any outstanding Letters of
Credit, and so much of such funds shall at all times remain on deposit as cash
collateral as aforesaid as shall equal the maximum amount available at any time
for drawing under all Letters of Credit (the "MAXIMUM AVAILABLE AMOUNT");
provided that in the event of cancellation or expiration of any Letter of Credit
or any reduction in the Maximum Available Amount, the Agent shall apply the
difference between the cash collateral held by the Agent immediately prior to
such cancellation, expiration or reduction and the Maximum Available Amount
immediately after such cancellation, expiration or reduction first to the
payment of any outstanding Obligations, and second to the payment to whomsoever
shall be lawfully entitled to receive such funds.




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              SECTION 10. THE AGENT.

              10.01 APPOINTMENT. The Banks hereby designate Bankers Trust
Company as the Agent (for purposes of this Section 10, the term "AGENT" shall
include Bankers Trust Company in its capacity as the Agent pursuant to the other
Credit Documents) to act as specified herein and in the other Credit Documents.
Each Bank hereby irrevocably authorizes, and each holder of any Note by the
acceptance of such Note shall be deemed irrevocably to authorize, the Agent to
take such action on its behalf under the provisions of this Agreement, the other
Credit Documents and any other instruments and agreements referred to herein or
therein and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. The Agent may perform any of its duties hereunder by or through its
officers, directors, agents or employees.

              10.02 NATURE OF DUTIES. The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
other Credit Documents. Neither the Agent nor any of its officers, directors,
agents or employees shall be liable for any action taken or omitted by it or
them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct.
The duties of the Agent shall be mechanical and administrative in nature; the
Agent shall not have by reason of this Agreement or any other Credit Document a
fiduciary relationship in respect of any Bank or the holder of any Note; and
nothing in this Agreement or any other Credit Document, expressed or implied, is
intended to or shall be so construed as to impose upon the Agent any obligations
in respect of this Agreement or any other Credit Document except as expressly
set forth herein.

              10.03 LACK OF RELIANCE ON THE AGENT. Independently and without
reliance upon the Agent, each Bank and the holder of each Note, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrower in
connection with the making and the continuance of the Loans and the taking or
not taking of any action in connection herewith and (ii) its own appraisal of
the creditworthiness of the Borrower and, except as expressly provided in this
Agreement, the Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Bank or the holder of any Note with any
credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter.
The Agent shall not be responsible to any Bank or the holder of any Note for any
recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any
other Credit Document or the financial condition of the Borrower or be required
to make any inquiry concerning either the performance or observance of any of
the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of the Borrower or the existence or
possible existence of any Default or Event of Default.

              10.04 CERTAIN RIGHTS OF THE AGENT. If the Agent shall request
instructions from the Required Banks with respect to any act or action
(including failure to act) in connection with



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this Agreement or any other Credit Document, the Agent shall be entitled to
refrain from such act or taking such action unless and until the Agent shall
have received instructions from the Required Banks; and the Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Bank or the holder of any Note shall have any right of action
whatsoever against the Agent as a result of the Agent acting or refraining from
acting hereunder or under any other Credit Document in accordance with the
instructions of the Required Banks unless the agreement of all Banks is required
by the terms of this Agreement.

              10.05 RELIANCE. The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that the Agent believed to be the proper Person, and, with respect to
all legal matters pertaining to this Agreement and any other Credit Document and
its duties hereunder and thereunder, upon advice of counsel selected by it.

              10.06 INDEMNIFICATION. To the extent the Agent is not reimbursed
and indemnified by the Borrower, the Banks will reimburse and indemnify the
Agent, in proportion to their respective proportionate shares of the aggregate
amount of the Revolving Loan Commitments as of the date of determination, for
and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses or disbursements of
whatsoever kind or nature which may be imposed on, asserted against or incurred
by the Agent in performing its duties hereunder or under any other Credit
Document, or in any way relating to or arising out of this Agreement or any
other Credit Document; provided that no Bank shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgment,
suits, costs, expenses or disbursements resulting from the Agent's gross
negligence or willful misconduct.

              10.07 THE AGENT IN ITS INDIVIDUAL CAPACITY. With respect to its
obligation to maintain and make Loans under this Agreement, the Agent shall have
the rights and powers specified herein for a "Bank" and may exercise the same
rights and powers as though it were not performing the duties specified herein;
and the term "BANKS," "REQUIRED BANKS," "HOLDERS OF NOTES" or any similar terms
shall, unless the context clearly otherwise indicates, include the Agent in its
individual capacity. The Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with the
Borrower or any Affiliate of the Borrower as if it were not performing the
duties specified herein, and may accept fees and other consideration from the
Borrower for services in connection with this Agreement and otherwise without
having to account for the same to the Banks.

              10.08 HOLDERS. The Agent may deem and treat the payee of any Note
as the owner thereof for all purposes hereof unless and until a written notice
of the assignment, transfer or endorsement thereof, as the case may be, shall
have been filed with the Agent. Any request, authority or consent of any Person
who, at the time of making such request or giving such authority or consent, is
the holder of any Note shall be conclusive and binding on any subsequent holder,
transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.



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              10.09 RESIGNATION BY THE AGENT AND THE SWING LINE BANK.

              (A)    The Agent may resign from the performance of all its 
functions and duties hereunder and/or under the other Credit Documents at any
time by giving 15 Business Days prior written notice to the Borrower and the
Required Banks. Such resignation shall take effect upon the appointment of a
successor the Agent pursuant to clauses (b) and (c) below or as otherwise
provided below.

              (B)    Upon any such notice of resignation, the Banks shall 
appoint a successor to the Agent hereunder or thereunder who shall be a
commercial bank or trust company reasonably acceptable to the Borrower.

              (C)    If no successor to the Agent has been appointed pursuant to
clause (b) above by the 20th Business Day after the date such notice of
resignation was given by the Agent, the Agent's resignation shall become
effective and the Banks shall thereafter perform all the duties of the Agent
hereunder and/or under any other Credit Document until such time, if any, as the
Banks appoint a successor to the Agent as provided above.

              (D)    Any resignation of the Agent pursuant to Section 10.09(a)
shall also constitute the resignation of Bankers Trust Company or its successor
as Issuing Bank and as Swing Line Bank, and any successor Agent appointed
pursuant to Section 10.09(b) shall, upon its acceptance of such appointment,
become the successor Issuing Bank and Swing Line Bank for all purposes
hereunder. In such event (i) the Borrower shall prepay any outstanding Swing
Line Loans made by the retiring or removed Agent in its capacity as the Swing
Line Bank, (ii) upon such prepayment, the retiring or removed Agent and the
Swing Line Bank shall surrender the Swing Line Note held by it to the Borrower
for cancellation, and (iii) the Borrower shall issue a new Swing Line Note to
the successor Agent and the Swing Line Bank substantially in the form of EXHIBIT
F-2 annexed hereto, in the principal amount of the Swing Line Loan Commitment
then in effect and with other appropriate insertions.

              10.10 RELEASE OF COLLATERAL. Without further written consent or
authorization from Banks, Agent may execute any documents or instruments
necessary to release any Lien encumbering any item of Collateral that is the
subject of a sale or other disposition of assets permitted by this Agreement or
to which the Required Banks have otherwise consented.













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              SECTION 11. MISCELLANEOUS.

              11.01 PAYMENT OF EXPENSES, ETC. The Borrower shall: (i) whether or
not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses (x) of the Agent (including, without
limitation, the reasonable fees and disbursements of O'Melveny & Myers, special
counsel to the Agent) in connection with the preparation, execution, delivery
and syndication of this Agreement and the other Credit Documents and the
Existing Credit Agreement and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto and
(y) of the Agent and each of the Banks in connection with the enforcement of
this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein (including, without limitation, the reasonable
fees and disbursements of O'Melveny & Myers, special counsel to the Agent, and
for each of the Banks whose counsel determines in good faith that joint
representation of such Bank along with the other Banks would or reasonably could
be expected to result in a conflict of interest under applicable laws or ethical
principles) and (z) of any consultants or accountants chosen by the Required
Banks, to investigate, test or review such matters relating to the Borrower and
its Subsidiaries as the Agent shall designate; provided that the fees of such
consultants or accountants shall be subject to the prior approval of the
Borrower, which approval shall not be unreasonably withheld; (ii) pay and hold
each of the Banks harmless from and against any and all present and future stamp
and other similar taxes with respect to the foregoing matters and save each of
the Banks harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
such Bank) to pay such taxes; and (iii) indemnify the Agent and each Bank, its
officers, directors, employees, representatives and agents from and hold each of
them harmless against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses and disbursements
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 Agent or any Bank is a party thereto) related to the entering into
and/or performance of this Agreement or any other Credit Document or the use of
the proceeds of any Loans or Letters of Credit hereunder or the consummation of
any transactions contemplated herein or in any other Credit Document, including,
without limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation, litigation or other proceeding (but
excluding any such liabilities, obligations, losses, etc., to the extent
incurred by reason of the gross negligence or willful misconduct of the Person
to be indemnified).

              11.02 RIGHT OF SETOFF. 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, each Bank is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to the Borrower or to any other Person, any
such notice 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 Bank (including without limitation, by branches
and agencies of such Bank wherever located) to or for the credit or the account
of the Borrower against and on account of the Obligations and liabilities of the
Borrower to such Bank under this Agreement or under any of the other Credit
Documents, including, without limitation, all interests in Obligations purchased
by such Bank



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pursuant to Section 11.05(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Bank shall have made any demand hereunder
and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.

              11.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
its address specified opposite its signature below; if to any Bank, at its
office specified opposite its signature below; and if to the Agent, at its
Notice Office; or, as to the Borrower or the Agent, at such other address as
shall be designated by such party in a written notice to the other parties
hereto and, as to each other party, at such other address as shall be designated
by such party in a written notice to the Borrower and the Agent. In addition, a
copy of all notices sent to the Borrower or the Agent in accordance with
Sections 7.01(g) or 9 shall also be sent to Harwell Howard Hyne Gabbert &
Manner, P.C., 1800 First American Center, 315 Deaderick Street, Nashville,
Tennessee 37238, Attn: Mark Manner, Esq., and to O'Melveny & Myers, Citicorp
Center, 153 East 53rd Street, New York, New York 10022 Attn: Jonathan Williams,
Esq. All such notices and communications shall, when mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, be effective when
deposited in the mails, delivered to the telegraph company, cable company or
overnight courier, as the case may be, or sent by telex or telecopier, except
that notices and communications to the Agent shall not be effective until
received by the Agent.

              11.04 BENEFIT OF AGREEMENT. This 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, however, that the Borrower may not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of each Bank.















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              11.05 ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND LETTERS OF
CREDIT.

              (A) GENERAL. Each Bank shall have the right at any time to (i)
sell, assign, transfer or negotiate to any Eligible Assignee, or (ii) sell
participations to any Eligible Assignee in, all or any part of any Loan or Loans
made by it or its Commitments or its Letters of Credit or participations therein
or any other interest herein or in any other Obligations owed to it; provided
that no such sale, assignment, transfer or participation shall, without the
consent of the Borrower, require the Borrower to file a registration statement
with the SEC, apply to qualify such assignment or participation of the Loans,
Letters of Credit or participations therein or the other Obligations under the
securities laws of any state or otherwise become subject to any federal or state
securities laws requirements with respect thereto; provided, further that no
such sale, assignment or transfer described in clause (i) above shall be
effective unless and until an Assignment and Acceptance effecting such sale,
assignment or transfer shall have been accepted by the Agent and recorded in the
Agent's records as provided in Section 11.05(b)(ii); provided, further that no
such sale, assignment, transfer or participation of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loans of the Bank
effecting such sale, assignment, transfer or participation; and provided,
further that, anything contained herein to the contrary notwithstanding, the
Swing Line Loan Commitment and the Swing Line Loans of the Swing Line Bank may
not be sold, assigned or transferred as described in clause (i) above to any
Person other than a successor Agent and the Swing Line Bank to the extent
contemplated by Section 10.09(d). Except as otherwise provided in this Section
11.05, no Bank or the Issuing Bank shall, as between the Borrower and such Bank
or the Issuing Bank, be relieved of any of its obligations hereunder as a result
of any sale, assignment, transfer or negotiation of, or any granting of
participations in, all or any part of the Loans, the Commitments, Letters of
Credit or participations therein or the other Obligations owed to such Bank or
the Issuing Bank.

















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              (B) ASSIGNMENTS.

              (i)   Amounts and Terms of Assignments. Each Loan, Loan 
       Commitment, Letter of Credit or participation therein or other
       Obligation may   (A) be assigned in any amount (of a constant and not a
       varying percentage) to another Bank, or to an Affiliate of the assigning
       Bank or another Bank, with the giving of notice to the Borrower and the
       Agent or (B) be assigned in an amount of not less than $5,000,000 (or
       such lesser amount as shall constitute the aggregate amount of the
       Loans, Commitments, Letters of Credit or participations therein and
       other Obligations of the assigning Bank), to any other Eligible Assignee
       with the giving of notice to the Borrower and the Agent and with the
       consent of the Borrower and the Agent, in the case of an assignment made
       by a Bank other than the Agent, or with the consent of the Borrower, in
       the case of an assignment made by the Agent (which consent of the
       Borrower and the Agent shall not be unreasonably withheld). To the
       extent of any such assignment in accordance with this Section 11.05, the
       assigning Bank shall be relieved of its obligations with respect to its
       Loans, Commitments, Letters of Credit or participations therein. The
       parties to each such assignment shall execute and deliver to the Agent,
       for its acceptance and recording in its records, an Assignment and
       Acceptance, together with, with respect to assignments that occur
       following the Effective Date, a processing and recordation fee of
       $3,500, and such certificates, documents or other evidence, if any, with
       respect to United States federal income tax withholding matters as the
       assignee under such Assignment and Acceptance may be required to deliver
       to the Agent pursuant to Section 2.09(g)(iii). Upon such execution,
       delivery and acceptance, from and after the effective date specified in
       such Assignment and Acceptance, (y) the assignee thereunder shall be a
       party hereto and, to the extent that rights and obligations hereunder
       have been assigned to it pursuant to such Assignment and Acceptance,
       shall have the rights and obligations of a Bank hereunder and (z) the
       assigning Bank thereunder shall, to the extent that rights and
       obligations hereunder have been assigned by it pursuant to such
       Assignment and Acceptance, relinquish its rights and be released from
       its obligations under this Agreement (and, in the case of an Assignment
       and Acceptance covering all or the remaining portion of an assigning
       Bank's rights and obligations under this Agreement, such Bank shall
       cease to be a party hereto). The Commitments hereunder shall be modified
       to reflect the Commitment of such assignee and any remaining Commitment
       of such assigning Bank and new Notes shall, upon surrender of the
       assigning Bank's Note, be issued to the assignee and to the assigning
       Bank, substantially in the form of EXHIBIT F-1 annexed hereto with
       appropriate insertions, to reflect the new Commitments and/or
       outstanding Term Loans, as the case may be, of the assignee and the
       assigning Bank.

              (ii)  Acceptance by the Agent; Recordation in Records. Upon its
       receipt of an Assignment and Acceptance executed by an assigning Bank and
       an assignee representing that it is an Eligible Assignee, together with
       the processing and recordation fee referred to in Section 11.05(b)(i) and
       any certificates, documents or other evidence with respect to United
       States federal income tax withholding matters that such assignee may be
       required to deliver to the Agent pursuant to Section 2.09(g)(iii), the
       Agent shall, if such Assignment and Acceptance has been completed and is
       in the form of EXHIBIT P hereto



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       and if the Agent and the Borrower have consented to the assignment
       evidenced thereby (in each case to the extent such consent is required
       pursuant to Section 11.05(b)(i)), (a) accept such Assignment and
       Acceptance by executing a counterpart thereof as provided therein (which
       acceptance shall evidence any required consent of the Agent to such
       assignment), (b) record the information contained therein in its records,
       and (c) give prompt notice thereof to the Borrower. The Agent shall
       maintain a copy of each Assignment and Acceptance delivered to and
       accepted by it as provided in this Section 11.05(b)(ii).

              (C)   PARTICIPATIONS. The holder of any participation, other
than an Affiliate of the Bank granting such participation, shall not be
entitled to require such Bank to take or omit to take any action hereunder
except action directly affecting (i) the extension of the scheduled final
maturity of any Loan allocated to such participation, (ii) a reduction of the
principal amount of or the rate of interest payable on any Loan or payments due
in repayment of draws under Letters of Credit allocated to such participation,
and all amounts payable by the Borrower hereunder shall be determined as if
such Bank had not sold such participation, (iii) the release of the Liens held
by Agent on behalf of the Banks with respect to all or substantially all of the
Collateral, or (iv) a reduction of the amount of any fees payable hereunder to
the extent subject to such participation. The Borrower hereby acknowledges and
agrees that, only for purposes of Sections 2.07, 2.09, 11.02 and 11.07(b), any
participation will give rise to a direct obligation of the Borrower to the
participant and the participant shall be considered to be a "Bank"; provided
that no participant shall be entitled to receive any greater amount pursuant to
Section 2.07 or 2.09 than the transferor Bank would have been entitled to
receive in respect of the amount of the participation effected by such
transferor Bank to such participant had no such participation occurred.

              (D)   ASSIGNMENTS TO FEDERAL RESERVE BANKS. In addition to the
assignments and participations permitted under the foregoing provisions of this
Section 11.05, any Bank may assign and pledge all or any portion of its Loans,
the other Obligations owed to such Bank, and its Notes to any Federal Reserve
Bank as collateral security pursuant to Regulation A of the Board of Governors
of the Federal Reserve System and any operating circular issued by such Federal
Reserve Bank; provided that (i) no Bank shall, as between the Borrower and such
Bank, be relieved of any of its obligations hereunder as a result of any such
assignment and pledge and (ii) in no event shall such Federal Reserve Bank be
considered to be a "Bank" or be entitled to require the assigning Bank to take
or omit to take any action hereunder.

              (E)   INFORMATION. Each Bank and the Issuing Bank may furnish any
information concerning the Borrower and its Subsidiaries in the possession of
that Bank or the Issuing Bank from time to time to assignees and participants
(including prospective assignees and participants).

              11.06 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of the Agent or any Bank or the holder of any Note in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of
dealing between the Borrower and the Agent or any Bank or the holder of any Note
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 



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Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Credit Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the Agent
or any Bank or the holder of any Note would otherwise have. No notice to or
demand on the Borrower in any case shall entitle the Borrower to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Agent or any Bank or the holder of any Note to any
other or further action in any circumstances without notice or demand.

              11.07 PAYMENTS PRO RATA.

              (A)    The Agent agrees that promptly after its receipt of each
payment from or on behalf of the Borrower in respect of any Obligations of the
Borrower hereunder, it shall distribute by the next Business Day such payment to
the Banks pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

              (B)    Each of the Banks agrees that (except as otherwise
specifically provided with respect to Swing Line Loans), if it should receive
any amount hereunder (whether by voluntary payment, by realization upon
security, by the exercise of the right of setoff or banker's lien, by
counterclaim or cross action, by the enforcement of any right under the Credit
Documents, or otherwise), that is applicable to the payment of the principal of,
or interest on, the Loans, or under any Letter of Credit of a sum which with
respect to the related sum or sums received by other the Banks is in a greater
proportion than the total amount of such Obligation then owed and due to such
Bank bears to the total amount of such Obligation then owed and due to all of
the Banks immediately prior to such receipt, then such Bank receiving such
excess payment shall purchase for cash without recourse or warranty from the
other the Banks an interest in the Obligations of the Borrower to such the Banks
in such amount as shall result in a proportional participation by all the Banks
in such amount; provided, however, that if all or any portion of such excess
amount is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

              11.08 CALCULATIONS; COMPUTATIONS. The financial statements to
be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Banks); provided that, except as otherwise specifically provided herein, all
computations determining compliance with Section 8 shall utilize accounting
principles and policies in conformity with those used to prepare the historical
financial statements delivered to the Existing Banks pursuant to Section 7.01 of
the Existing Credit Agreement.

              11.09 GOVERNING LAW; WAIVER OF JURY TRIAL; SERVICE OF PROCESS.
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK. THE AGENT, THE BANKS
AND THE BORROWER



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<PAGE>   103
HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT. The Borrower hereby agrees that service of all process in any such
proceeding in any such court may be made by registered or certified mail, return
receipt requested, to the Borrower at its address provided on the signature
pages hereto, such service being hereby acknowledged by the Borrower to be
sufficient for personal jurisdiction in any action against the Borrower in any
such court and to be otherwise effective and binding service in every respect.
Nothing herein shall affect the right to serve process in any other manner
permitted by law or shall limit the right of the Agent or any Bank to bring
proceedings against the Borrower in the courts of any other jurisdiction.

              11.10 CONFIDENTIALITY. Each Bank shall hold all non-public
information obtained pursuant to the requirements of this Agreement which has
been identified as confidential by the Borrower in accordance with such Bank's
customary procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices, it being understood and agreed
by the Borrower that in any event a Bank may make disclosures to Affiliates of
such Bank or disclosures reasonably required by any bona fide assignee,
transferee or participant in connection with the contemplated assignment or
transfer by such Bank of any Loans or any participations therein or disclosures
required or requested by any governmental agency or representative thereof or
pursuant to legal process; provided that, unless specifically prohibited by
applicable law or court order, each Bank shall notify the Borrower of any
request by any governmental agency or representative thereof (other than any
such request in connection with any examination of the financial condition of
such Bank by such governmental agency) for disclosure of any such non-public
information prior to disclosure of such information; and provided, further that
in no event shall any Bank be obligated or required to return any materials
furnished by the Borrower or any of its Subsidiaries.

              11.11 COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts by
facsimile or otherwise, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be
lodged with the Borrower and the Agent.

              11.12 HEADINGS DESCRIPTIVE. The headings of the several sections
and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.

              11.13 AMENDMENT OR WAIVER.

              A.    No approval, consent, amendment or waiver of this Agreement 
or any of the Credit Documents shall be effective unless it is in writing
signed by the Agent and the Required Banks; provided, however, that any such
approval, consent, amendment or waiver that (a) reduces the amount of any
interest, principal, fees or other amounts owing to any Bank hereunder,
including, without limitation, amounts payable under Section 4 (but excluding
any waiver of any increase in the interest rate applicable to the Loans
pursuant to Section 2.06(e)); 



                                       97
<PAGE>   104

(b) releases any Person (except pursuant to any Divestitures and as set forth in
Section 8.02(iii), (iv) and (vii)) from all or any portion of its liabilities
under the Subsidiary Guaranty; (c) amends any provisions of this Section 11.13;
(d) reduces the percentage specified in the definition of the term "REQUIRED
BANKS" or changes the definition of "PRO RATA SHARE" (it being understood that,
with the consent of Required Banks, additional extensions of credit pursuant to
this Agreement may be made on substantially the same basis as the extensions of
the Commitments); (e) postpones the scheduled final maturity date (but not the
date of any scheduled installment of principal) of any of the Loans or the date
on which any interest or any fees are payable under this Agreement or any of the
Credit Documents; (f) releases all or substantially all of the Collateral
(except as set forth in Sections 8.02(i), (ii) or (iii) or 8.14, or if the sale
or disposition of such Collateral is permitted under any of the Credit
Documents), or (g) by the terms of any provision of this Agreement requires the
approval of all the Banks shall be effective only if it is in writing signed by
all the Banks directly affected; provided, further, that no such approval,
consent, amendment or waiver shall increase the Commitments of any Bank over the
amount thereof then in effect without the consent of such Bank (it being
understood that approvals, consents, amendments or waivers of conditions
precedent, covenants, defaults or events of default or of a mandatory prepayment
or reduction in the aggregate Commitments shall not constitute an increase of
the Commitment of any Bank); provided further that no amendment, modification or
waiver of any provision of this Agreement relating to Swing Line Loans or the
Swing Line Commitment shall be effective without the written concurrence of the
Swing Line Bank; and provided, further, that no amendment, modification or
waiver of any provision of Section 10 or of any other provision of this
Agreement expressly requiring the approval or concurrence of the Agent shall be
effective without the written concurrence of the Agent.

              B. If in connection with any proposed approval, consent, amendment
or waiver with respect to any of the provisions of this Agreement as
contemplated by clauses (a) through (g) of the first proviso of Section 11.13A,
the consent of the Required Banks is obtained but the consent of one or more of
the other Banks whose consent is also required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Banks whose
individual consent is required are treated as described in either clause (i) or
(ii) below, to either (i) replace each such non-consenting Bank or Banks with
one or more Replacement Banks (as defined in Section 11.13C) pursuant to Section
11.13C so long as at the time of such replacement, each such Replacement Bank
consents to the proposed approval, consent, amendment or waiver, or (ii)
terminate such non-consenting Bank's Commitment and repay each outstanding Loan
of such Bank, in accordance with Section 4.02(a); provided that unless the
Commitments that are terminated, and the Loans that are repaid pursuant to the
preceding clause (ii) are immediately replaced in full at such time through the
addition of new Banks or the increase of the Commitments and/or outstanding
Loans of existing Banks (who in each case must specifically consent thereto),
then in the case of any action pursuant to the preceding clause (ii) the
Required Banks (determined before giving effect to the proposed action) shall
specifically consent thereto; provided, further, that in any event the Borrower
shall not have the right to replace a Bank, terminate its Commitment or repay
its Loans solely as a result of the exercise of such Bank's right (and the
withholding of any required consent by such Bank) pursuant to the second proviso
to Section 11.13A.



                                       98
<PAGE>   105

              C.  In the event of certain refusals by a Bank as provided in
Section 11.13B to consent to certain proposed approvals, amendments, consents or
waivers with respect to this Agreement which have been approved by the Required
Banks, the Borrower may, upon five Business Days' written notice to the Agent
(which notice the Agent shall promptly transmit to each of the Banks) repay all
Loans, together with accrued and unpaid interest, fees and other amounts owing
to such Bank (a "Replaced Bank") in accordance with, and subject to the
requirements of, said subsection 11.13B so long as (i) in the case of the
repayment of Revolving Loans of any Bank pursuant to this Section 11.13C the
Revolving Loan Commitment of such Bank is terminated concurrently with such
repayment (at which time Schedule 1.01(a) shall be deemed modified to reflect
the changed Revolving Loan Commitments) and (ii) in the case of the repayment of
Loans of any Bank the consents required by Section 11.13B in connection with the
repayment pursuant to this Section 11.13C have been obtained.

              (a) At the time of any replacement pursuant to this subsection
       11.13C, the lender replacing such Replaced Bank (the "Replacement Bank")
       shall enter into one or more assignment agreements, in form and substance
       satisfactory to the Agent, pursuant to which the Replacement Bank shall
       acquire all of the Commitments and outstanding Loans of, and
       participations in Swing Line Loans and Letters of Credit by, the Replaced
       Bank and, in connection therewith, shall pay to (x) the Replaced Bank in
       respect thereof an amount equal to the sum of (A) an amount equal to the
       principal of, and all accrued interest on, all outstanding Loans of the
       Replaced Bank, (B) an amount equal to all unpaid drawings with respect to
       Letters of Credit that have been funded by (and not reimbursed to) such
       Replaced Bank, together with all then unpaid interest with respect
       thereto at such time, and (C) an amount equal to all accrued, but
       theretofore unpaid, fees owing to the Replaced Bank and (y) the
       appropriate Issuing Bank an amount equal to such Replaced Bank's Pro Rata
       Share of any unpaid drawings with respect to Letters of Credit (which at
       such time remains an unpaid drawing), to the extent such amount was not
       theretofore funded by such Replaced Bank; and

              (b) all obligations of the Borrower owing to the Replaced Bank
       (excluding those specifically described in clause (a) above in respect of
       which the assignment purchase price has been, or is concurrently being,
       paid) shall be paid in full to such Replaced Bank concurrently with such
       replacement.

              Upon the execution of the respective assignment documentation, the
payment of amounts referred to in clauses (a) and (b) above and, if so requested
by the Replacement Bank, delivery to the Replacement Bank of the appropriate
Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank
hereunder and the Replaced Bank shall cease to constitute a Bank hereunder,
except with respect to the Borrower's obligations regarding the indemnification
provisions under this Agreement, which shall survive for the benefit of such
Replaced Bank. Notwithstanding anything to the contrary contained above, no
Issuing Bank may be replaced hereunder at any time while it has Letters of
Credit outstanding hereunder unless arrangements satisfactory to such Issuing
Bank (including the furnishing of a standby letter of credit in form and
substance, and issued by an issuer satisfactory to such Issuing Bank or the
furnishing of cash collateral in amounts and pursuant to arrangements
satisfactory to such Issuing Bank) have been made with respect to such
outstanding Letters of Credit.



                                       99
<PAGE>   106

              11.14 SURVIVAL. All indemnities set forth herein including,
without limitation, in Sections 2.07, 10.06 and 11.01 shall survive the
execution and delivery of this Agreement and the Notes and the making and
repayment of the Loans and the Letters of Credit.

              11.15 DOMICILE OF LOANS. Each Bank may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Bank.

              11.16 INTEGRATION. This Agreement, together with the exhibits to
this Agreement and the other documents described herein, is intended by the
parties hereto as a complete statement of the terms and conditions of their
agreement.

              11.17 SECURED OBLIGATIONS. The Borrower hereby agrees and confirms
that on and after the Effective Date each Credit Document to which the Borrower
is a party, including, as applicable, the Borrower Security Agreement, the
Borrower Pledge Agreement and the Trademark Security Agreement, and all
collateral encumbered thereby shall continue to secure to the fullest extent
possible the payment and performance of all "Secured Obligations" (as defined in
each applicable Credit Document), including without limitation the payment and
performance of all such "Secured Obligations" in respect of the Obligations of
the Borrower now or hereafter existing under or in respect of this Agreement and
the Notes. Without limiting the generality of the foregoing, the Borrower hereby
acknowledges and confirms its understanding and intent that, upon the Effective
Date and as a result thereof, the definition of "Obligations" contained in this
Agreement includes the obligations of the Borrower under the Notes.

              The Borrower acknowledges and agrees that any of the Credit
Documents to which it is a party or otherwise bound shall continue in full force
and effect and that all of its respective obligations thereunder shall be valid
and enforceable and shall not be impaired, limited or otherwise affected by the
execution, delivery or effectiveness of this Agreement or any future amendment
or modification of this Agreement. The Borrower represents and warrants that all
representations and warranties contained in each Credit Document to which it is
a party, including the Borrower Security Agreement, the Borrower Pledge
Agreement and the Trademark Security Agreement, are true, correct and complete
in all material respects on and as of the Effective Date to the same extent as
though made on and as of that date, except to the extent any such representation
or warranty specifically relates to an earlier date, in which case such
representation or warranty shall have been true, correct and complete in all
material respects on and as of such earlier date.

              The Borrower hereby acknowledges and agrees that on and after the
Effective Date, each reference in the Credit Documents to the "Credit
Agreement", "thereunder", "thereof" and words of like import referring to the
Existing Credit Agreement shall mean and be a reference to this Agreement.


                  [Remainder of page intentionally left blank]





                                      100
<PAGE>   107


              IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.




                                    AMERICAN HOMEPATIENT, INC.,
                                    a Delaware corporation



                                    By:
                                            ----------------------------------
                                            Name:    Mary Ellen Rodgers
                                            Title: Senior Vice President and
                                                     Chief Financial Officer

Notice Address:                             Maryland Farms Office Park
                                            5200 Maryland Way, Suite 400
                                            Brentwood, Tennessee 37027-5018
                                            Attn:  Mary Ellen Rodgers


























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<PAGE>   108





                                    BANKERS TRUST COMPANY,
                                    Individually and as the Agent



                                    By:
                                            -----------------------------------
                                            Name:   Mary-Jo Jolly
                                            Title: Assistant Vice President

Notice Address:                             One Bankers Trust Plaza, 14th Floor
                                            New York, New York  10006
                                            Attn:  Jocelyn Rock

With a copy to:                             300 S. Grand Ave., 41st Floor
                                            Los Angeles, California 90071
                                            Attn:  Kate W. Cook

Lending Office:                             Bankers Trust Co.
                                            One Bankers Trust Plaza, 14th Floor
                                            New York, New York  10006


















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<PAGE>   109



                                    ABN AMRO BANK N.V.


                                    By:
                                            ---------------------------
                                            Name:
                                            Title:



                                    By:
                                            ---------------------------
                                            Name:
                                            Title:
Notice Address
and Lending Office:                 ABN AMRO BANK N.V.
                                            One Ravinia Drive, Suite 1200
                                            Atlanta, GA  30346


                                            with a copy to:

                                            Rodney Carson
                                            ABN AMRO N.V., Inc.
                                            One Ravinia Drive, Suite 1200
                                            Atlanta, GA  30346
                                            Attn: Rodney Carson














                                       S-3

<PAGE>   110





                                    AMSOUTH BANK OF ALABAMA



                                    By:
                                            -------------------------
                                            Name:   Cathy Wind
                                            Title: Vice President

Notice Address
and Lending Office:                 333 Union Street, Suite 200
                                            Nashville, TN  37201
                                            Attn:  Cathy Wind































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<PAGE>   111





                                    BANK OF MONTREAL



                                    By:
                                            ---------------------------
                                            Name:    Peter Steelman
                                            Title: Director

Notice Address
and Lending Office:                 115 S. LaSalle, 13 West
                                            Chicago, Illinois  60603
                                            Attn:  Peter Steelman

































                                       S-5

<PAGE>   112





                                    FIRST AMERICAN NATIONAL BANK



                                    By:
                                            ---------------------------------
                                            Name:    Sandy Hamrick
                                            Title:  Vice-President

Notice Address
and Lending Office:                 315 Deadrick Street, 2nd Floor
                                            Nashville, Tennessee  37237-0203
                                            Attn:  Sandy Hamrick




































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<PAGE>   113





                                    CORESTATES BANK, N.A.



                                    By:
                                            ---------------------------------
                                            Name: Elizabeth D. Morris
                                            Title:


Notice Address
and Lending Office:                 1339 Chestnut Street
                                            FC 1-8-3-22
                                            Philadelphia, PA  19101
                                            Attn: Liz Morris



































                                       S-7

<PAGE>   114




                                    NATIONSBANK, N.A.



                                    By:
                                            -------------------------------
                                            Name:    Ashley M. Crabtree
                                            Title: Senior Vice President


Notice Address:                             One NationsBank Plaza, 5th Floor
                                            Nashville, Tennessee 37239
                                            Attn:  Ashley M. Crabtree

Lending Office:                             101 N. Tryon Street
                                            Charlotte, North Carolina 28255
                                            Attn:  Corporate Credit Services


























                                       S-8

<PAGE>   115





                                    PNC BANK, KENTUCKY, INC.



                                    By:
                                            --------------------------------
                                            Name:   Kathryn M. Bohr
                                            Title: Vice President

Notice Address
and Lending Office:                 500 West Jefferson
                                            Louisville, Kentucky 40202
                                            Attn:  Katherine M. Bohr
                                            Healthcare Corporate Group




































                                       S-9

<PAGE>   116





                                    COOPERATIEVE CENTRALE RAIFFESEN -
                                    BOERENLEENBANK, B.A., "RABOBANK NEDERLAND",
                                    NEW YORK BRANCH



                                    By:
                                            -----------------------------
                                            Name:
                                            Title:



                                    By:
                                            -----------------------------
                                            Name:
                                            Title:

Notice Address
and Lending Office:                 245 Park Avenue
                                            New York, New York 10167
                                            Attn:  Corporate Services Department

                                            with a copy to:

                                            Rabobank Nederland
                                            1 Atlantic Center
                                            1201 West Peachtree, Suite 3450
                                            Atlanta, GA 30309-3450
                                            Attn:  Terrell Boyle






















                                      S-10

<PAGE>   117



                                    THE SAKURA BANK, LIMITED


                                    By:
                                            -----------------------------
                                            Name:   Tamihiro Kawauchi
                                            Title: Senior Vice President

Notice Address
and Lending Office:
                                    277 Park Avenue
                                    New York, New York  10172






























                                      S-11

<PAGE>   118





                                    SCOTIABANC INC.



                                    By:
                                            -----------------------------
                                            Name:  Carolyn Lopez
                                            Title:

Notice Address
and Lending Office:                 600 Peachtree Street NE, Suite 2700
                                            Atlanta, GA  30308
                                            Attn:  Carolyn Lopez







































                                      S-12

<PAGE>   119





                                    SUNTRUST BANK, NASHVILLE, N.A.



                                    By:
                                            -----------------------------
                                            Name:    Mark Mattson
                                            Title: Vice President

Notice Address
and Lending Office:                 201 Fourth Avenue North
                                            Metro Bank Department
                                            MC 4111
                                            Nashville, Tennessee  37219
                                            Attn:  Mark Mattson










































                                      S-13