EXHIBIT 4



                                   $45,000,000

                                CREDIT AGREEMENT

                                      AMONG


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                                  as Borrower,

                            THE LENDERS NAMED HEREIN

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,

                         as Agent and Swing Line Lender



                                   DATED AS OF

                                 March 24, 2000



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                                TABLE OF CONTENTS

                                                                            Page


I.       DEFINITIONS...........................................................6

II.      THE CREDITS..........................................................22
         2.1.     Commitment..................................................22
         2.2.     Required Payments; Termination..............................23
         2.3.     Ratable Loans...............................................23
         2.4.     Types of Advances...........................................23
         2.5.     Facility Fee; Reductions in Aggregate Commitment............23
         2.6.     Minimum Amount of Each Advance..............................23
         2.7.     Optional Principal Payments.................................23
         2.8.     Mandatory Commitment Reductions.............................24
         2.9.     Method of Selecting Types and Interest Periods
                    for New Advances..........................................24
         2.10.    Conversion and Continuation of Outstanding Advances.........25
         2.11.    The Swing Line Loans........................................26
         2.12.    Procedure for Swing Line Loans..............................26
         2.13.    Changes in Interest Rate, etc...............................28
         2.14.    Rates Applicable After Default..............................28
         2.15.    Method of Payment...........................................29
         2.16.    Noteless Agreement; Evidence of Indebtedness................29
         2.17.    Telephonic Notices..........................................29
         2.18.    Interest Payment Dates; Interest and Fee Basis..............30
         2.19.    Notification of Advances, Interest Rates, Prepayments
                    and Commitment Reductions.................................30
         2.20.    Lending Installations.......................................30
         2.21.    Non-Receipt of Funds by the Agent...........................30

III.     YIELD PROTECTION; TAXES..............................................31
         3.1.     Yield Protection............................................31
         3.2.     Changes in Capital Adequacy Regulations.....................31
         3.3.     Availability of Types of Advances...........................32
         3.4.     Funding Indemnification.....................................32
         3.5.     Taxes.......................................................32
         3.6.     Lender Statements; Survival of Indemnity....................34
         3.7.     Substitution of Lender......................................34

IV.      CONDITIONS PRECEDENT.................................................35
         4.1.     Effectiveness...............................................35
         4.2.     Each Advance and Swing Line Loan............................37

V.       REPRESENTATIONS AND WARRANTIES.......................................38

                                        i
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         5.1.     Existence and Standing......................................38
         5.2.     Authorization and Validity..................................38
         5.3.     No Conflict; Government Consent.............................38
         5.4.     Financial Statements........................................39
         5.5.     Material Adverse Change.....................................39
         5.6.     Taxes.......................................................39
         5.7.     Litigation and Contingent Obligations.......................39
         5.8.     Subsidiaries................................................40
         5.9.     ERISA.......................................................40
         5.10.    Accuracy of Information.....................................40
         5.11.    Federal Reserve Regulations.................................40
         5.12.    Material Agreements.........................................40
         5.13.    Compliance With Laws........................................40
         5.14.    Ownership of Properties.....................................41
         5.15.    Plan Assets; Prohibited Transactions........................41
         5.16.    Environmental Matters.......................................41
         5.17.    Investment Company Act......................................41
         5.18.    Public Utility Holding Company Act..........................41
         5.19.    Insurance...................................................41
         5.20.    Solvency....................................................41
         5.21.    Year 2000...................................................42
         5.22.    Insurance Licenses..........................................42
         5.23.    Reinsurance.................................................42
         5.24.    Reserves....................................................43
         5.25.    UWLIC Capital and Surplus...................................43
         5.26.    Defaults....................................................43
         5.27.    Certain Fees................................................43
         5.28.    Indebtedness................................................43
         5.29.    Employee Controversies......................................43
         5.30.    Dividends...................................................43
         5.31.    Security....................................................44

VI.      COVENANTS............................................................44
         6.1.     Financial Reporting.........................................44
         6.2.     Use of Proceeds.............................................47
         6.3.     Notice of Default...........................................47
         6.4.     Conduct of Business.........................................47
         6.5.     Taxes.......................................................48
         6.6.     Insurance...................................................48
         6.7.     Compliance with Laws........................................48
         6.8.     Maintenance of Properties...................................48
         6.9.     Inspection..................................................48
         6.10.    Dividends...................................................49
         6.11.    Indebtedness................................................49

                                       ii
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         6.12.    Merger......................................................49
         6.13.    Sale of Assets..............................................50
         6.14.    Investments and Acquisitions................................50
         6.15.    Liens.......................................................52
         6.16.    Affiliates..................................................53
         6.17.    Other Indebtedness..........................................53
         6.18     Contingent Obligations......................................53
         6.19.    Financial Covenants.........................................54
                  6.19.1.    Fixed Charge Coverage Ratio......................54
                  6.19.2.    Interest Coverage Ratio..........................54
                  6.19.3.    Leverage Ratio...................................54
                  6.19.4.    Consolidated Net Worth...........................54
                  6.19.5.    Statutory Capital and Surplus....................54
                  6.19.6.    Risk-Based Capital...............................54
         6.20.    Year 2000...................................................55
         6.21.    Reinsurance.................................................55
         6.22.    Tax Consolidation...........................................55
         6.23.    ERISA Compliance............................................55
         6.24.    Environmental Matters.......................................56
         6.25.    Change in Corporate Structure; Fiscal Year..................56
         6.26.    Inconsistent Agreements.....................................56
         6.27.    Capital Expenditures........................................56
         6.27.    Capital Expenditures........................................57

VII.     DEFAULTS 57

VIII.    ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.......................59
         8.1.     Acceleration................................................59
         8.2.     Amendments..................................................60
         8.3.     Preservation of Rights......................................60

IX.      GENERAL PROVISIONS...................................................61
         9.1.     Survival of Representations.................................61
         9.2.     Governmental Regulation.....................................61
         9.3.     Headings....................................................61
         9.4.     Entire Agreement............................................61
         9.5.     Several Obligations; Benefits of this Agreement.............61
         9.6.     Expenses; Indemnification...................................61
         9.7.     Numbers of Documents........................................62
         9.8.     Accounting..................................................62
         9.9.     Severability of Provisions..................................62
         9.10.    Nonliability of Lenders.....................................62
         9.11.    Confidentiality.............................................62
         9.12.    Nonreliance.................................................63

                                       iii
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         9.13.    Disclosure..................................................63

X.       THE AGENT............................................................63
         10.1.    Appointment; Nature of Relationship.........................63
         10.2.    Powers......................................................63
         10.3.    General Immunity............................................64
         10.4.    No Responsibility for Loans, Recitals, etc..................64
         10.5.    Action on Instructions of Lenders...........................64
         10.6.    Employment of Agents and Counsel............................64
         10.7.    Reliance on Documents; Counsel..............................65
         10.8.    Agent's Reimbursement and Indemnification...................65
         10.9.    Notice of Default...........................................65
         10.10.   Rights as a Lender..........................................65
         10.11.   Lender Credit Decision......................................66
         10.12.   Successor Agent.............................................66
         10.13.   Agent's Fee.................................................66
         10.14.   Delegation to Affiliates....................................66

XI       SETOFF; RATABLE PAYMENTS.............................................67
         11.1.    Setoff......................................................67
         11.2.    Ratable Payments............................................67

XII.     BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS....................67
         12.1.    Successors and Assigns......................................67
         12.2.    Participations..............................................68
                  12.2.1.    Permitted Participants; Effect...................68
                  12.2.2.    Voting Rights....................................68
                  12.2.3.    Benefit of Setoff................................68
         12.3.    Assignments.................................................69
                  12.3.1.    Permitted Assignments............................69
                  12.3.2.    Effect; Effective Date...........................69
         12.4.    Dissemination of Information................................69
         12.5.    Tax Treatment...............................................70

XIII.    NOTICES  70
         13.1.    Notices.....................................................70
         13.2.    Change of Address...........................................70

XIV.     COUNTERPARTS.........................................................70

XV.      CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.........71
         15.1.    CHOICE OF LAW...............................................71
         15.2.    CONSENT TO JURISDICTION.....................................71
         15.3.    WAIVER OF JURY TRIAL........................................71

                                       iv
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                                CREDIT AGREEMENT

     This  Credit  Agreement,  dated as of March  24,  2000,  is among  American
Medical Security Group, Inc., a Wisconsin  corporation  ("AMS"), the Lenders and
LaSalle  Bank  National  Association  ("LaSalle"),  as Agent  and as Swing  Line
Lender.

                                R E C I T A L S:

     A. The Lenders  have  agreed to make  available  to AMS a revolving  credit
facility,  and the Swing Line Lender has agreed to make available to AMS certain
Swing Line Loans, all upon the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

     As used in this Agreement:

     "Acquisition" means any transaction, or any series of related transactions,
consummated on or after the date of this  Agreement,  by which AMS or any of its
Subsidiaries (a) acquires any going business or all or substantially  all of the
assets of any firm,  corporation  or  limited  liability  company,  or  division
thereof, whether through purchase of assets, merger or otherwise or (b) directly
or indirectly  acquires (in one transaction or as the most recent transaction in
a series  of  transactions)  at least a  majority  (in  number  of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors  (other  than  securities  having  such  power  only by  reason of the
happening of a contingency) or a majority (by percentage or voting power) of the
outstanding ownership interests of a partnership or limited liability company.

     "Advance"  means a  borrowing  hereunder  (or  conversion  or  continuation
thereof)  consisting of the aggregate amount of the several Revolving Loans made
on the same  Borrowing  Date  (or date of  conversion  or  continuation)  by the
Lenders to AMS of the same Type and, in the case of Eurodollar Advances, for the
same Interest  Period.  The making of a Swing Line Loan shall not  constitute an
Advance.

     "Affiliate"  of any Person  means any other Person  directly or  indirectly
controlling,  controlled by or under common  control with such Person.  A Person
shall be deemed to control another Person if the controlling  Person owns 10% or
more of any class of voting  securities  (or other  ownership  interests) of the
controlled Person or possesses,  directly or indirectly,  the power to direct or
cause the  direction of the  management  or policies of the  controlled  Person,
whether through ownership of stock, by contract or otherwise.

     "Affected Lender" is defined in Section 3.7.

                                       6
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     "Agent" means LaSalle in its capacity as contractual  representative of the
Lenders  pursuant to Article X, and not in its individual  capacity as a Lender,
and any successor Agent appointed pursuant to Article X.

     "Aggregate  Commitment"  means the aggregate of the  Commitments of all the
Lenders, as reduced from time to time pursuant to the terms hereof.

     "Agreement" means this credit  agreement,  as it may be amended or modified
and in effect from time to time.

     "Agreement  Accounting  Principles"  means  GAAP as in effect  from time to
time,  applied in a manner consistent with those used in preparing the financial
statements referred to in Section 5.4(a) and (b).

     "AMS" means American Medical Security Group, Inc., a Wisconsin corporation.

     "Annual  Statement" means the annual statutory  financial  statement of any
Insurance  Subsidiary  required to be filed with the insurance  commissioner (or
similar  authority) of its jurisdiction of incorporation,  which statement shall
be  in  the  form  required  by  such  Insurance  Subsidiary's  jurisdiction  of
incorporation  or, if no specific form is so required,  in the form of financial
statements permitted by such insurance  commissioner (or such similar authority)
to be used for filing annual  statutory  financial  statements and shall contain
the  type of  information  permitted  by such  insurance  commissioner  (or such
similar  authority)  to be  disclosed  therein,  together  with all  exhibits or
schedules filed therewith

     "Applicable Margin" means, with respect to Eurodollar Advances at any time,
the  percentage  rate per annum which is applicable at such time with respect to
Eurodollar  Advances,  determined by using the most recently calculated Leverage
Ratio, as set forth below:


          Leverage                     Applicable
           Ratio                         Margin

----------------------------  ----------------------------
     Greater than or equal
     to 0.30:1.0
     and less than 0.35:1.0             200 b.p.
----------------------------- ----------------------------
     Greater than or equal
     to 0.25:1.0
     and less than 0.30:1.0             175 b.p.
----------------------------- ----------------------------
     Greater than or equal
     to 0.25:1.0
     and less than 0.20:1.0             150 b.p.
----------------------------- ----------------------------
     Greater than or equal
     to 0.20:1.0                        125 b.p.
----------------------------- ----------------------------

The Applicable Margin shall be determined in accordance with the foregoing table
based on the  then  most  recent  annual  or  quarterly  consolidated  financial
statements of AMS and its

                                       7
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Subsidiaries  delivered pursuant to Section 6.1(a) or (b).  Notwithstanding  the
foregoing,  until such time as AMS shall have achieved five consecutive quarters
of profitability after and including the fourth quarter of 1999, all Loans shall
be deemed to be Eurodollar  Loans that shall accrue  interest at the  Eurodollar
Rate,  with an  Applicable  Margin  of 175  basis  points  (b.p.).  Once AMS has
achieved  five  consecutive  quarters of  profitability  after and including the
fourth quarter of 1999,  adjustments,  if any, to the Applicable Margin shall be
effective  five  days  after  the  Agent  shall  have  received  the  applicable
Financials.  If AMS fails to  deliver  the  Financials  to the Agent at the time
required  pursuant  to Section  6.1,  then the  Applicable  Margin  shall be the
highest Applicable Margin set forth in the foregoing table until five days after
such Financials are so delivered.

     "Article"  means an article of this Agreement  unless  another  document is
specifically referenced.

     "Asset  Disposition"  means any sale,  transfer or other disposition of any
asset of AMS or any Subsidiary in a single transaction or in a series of related
transactions,  other  than the sale of  Investments  in the  ordinary  course of
business by Insurance Subsidiaries.

     "Authorized Officer" of a Person means any of the President,  any Executive
Vice President or the chief financial officer of such Person, acting singly.

     "Borrowing  Date"  means a date on which an Advance or a Swing Line Loan is
made hereunder.

     "Borrowing Notice" is defined in Section 2.9.

     "Business  Day" means (a) with  respect to any  borrowing,  payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which  banks  generally  are open in  Chicago  and New York for the  conduct  of
substantially all of their commercial  lending  activities and on which dealings
in United States dollars are carried on in the London  interbank  market and (b)
for all other  purposes,  a day (other than a Saturday or Sunday) on which banks
generally  are open in Chicago  for the  conduct of  substantially  all of their
commercial lending activities.

     "Capital Expenditures" means, without duplication, any expenditures for any
purchase or other  acquisition  for value of any asset that is  classified  on a
consolidated  balance sheet of AMS and its  Subsidiaries  prepared in accordance
with Agreement  Accounting  Principles as a fixed or capital asset excluding (a)
the  cost  of  assets  acquired  under   Capitalized  Lease   Obligations,   (b)
expenditures  of  insurance  proceeds  to rebuild or replace  any asset  after a
casualty loss,  and (c) leasehold  improvement  expenditures  for which AMS or a
Subsidiary is reimbursed promptly by the lessor.

     "Capitalized  Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person  prepared
in accordance with Agreement Accounting Principles.

                                       8
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     "Capitalized  Lease  Obligations"  of a  Person  means  the  amount  of the
obligations  of such Person under  Capitalized  Leases which would be shown as a
liability  on a  balance  sheet  of such  Person  prepared  in  accordance  with
Agreement Accounting Principles.

     "Cash Equivalent Investments" means (a) short-term obligations of, or fully
guaranteed by, the United States of America,  (b) commercial  paper rated A-1 or
better  by  S&P or P-1  or  better  by  Moody's,  (c)  demand  deposit  accounts
maintained in the ordinary course of business,  and (d)  certificates of deposit
issued  by,  and  overnight  repurchase   agreements  and  time  deposits  with,
commercial  banks  (whether  domestic or foreign)  having capital and surplus in
excess  of  $100,000,000;  provided,  in each case  that the same  provides  for
payment of both  principal  and interest  (and not  principal  alone or interest
alone) and is not subject to any contingency  regarding the payment of principal
or interest.

     "Change  in  Control"  means  (a) Blue  Cross  and Blue  Shield  United  of
Wisconsin shall cease to own beneficially  and of record shares  representing at
least 10% of the voting  power of the issued and  outstanding  shares of capital
stock of AMS, free and clear of all Liens other than  Permitted  Liens,  (b) the
acquisition  by any  Person,  or two or  more  Persons  acting  in  concert,  of
beneficial  ownership  (within the meaning of Rule 13d-3 of the  Securities  and
Exchange  Commission  under  the  Securities  Exchange  Act of 1934)  or  voting
control,  directly or indirectly,  of 25% or more of the  outstanding  shares of
voting  stock of AMS;  (c) AMS shall  cease to own,  free and clear of all Liens
other than Permitted  Liens,  100% of the outstanding  shares of voting stock of
Holdings on a fully  diluted  basis (other than pursuant to a merger of Holdings
with and into AMS in accordance  with Section 6.12;  (d) Holdings shall cease to
own,  free and  clear of all  Liens  other  than  Permitted  Liens,  100% of the
outstanding  shares of voting stock of UWLIC on a fully  diluted  basis;  or (e)
during any period of 25 consecutive  calendar months,  commencing on the date of
this Agreement,  the ceasing of those  individuals (the "Continuing  Directors")
who (i) were  directors  of AMS on the  first  day of each  such  period or (ii)
subsequently  became  directors  of AMS and whose  initial  election  or initial
nomination  for election  subsequent  to that date was approved by a majority of
the  Continuing  Directors then on the board of directors of AMS to constitute a
majority of the board of directors of AMS.

     "Code" means the Internal  Revenue  Code of 1986,  as amended,  reformed or
otherwise modified from time to time.

     "Commitment"  means, for each Lender, the obligation of such Lender to make
Loans not exceeding the amount set forth opposite its signature  below or as set
forth in any Notice of  Assignment  relating to any  assignment  that has become
effective  pursuant to Section 12.3.2,  as such amount may be modified from time
to time pursuant to the terms hereof.

     "Consolidated  Indebtedness"  means at any time the Indebtedness of AMS and
its  Subsidiaries  calculated  on a  consolidated  basis  as of such  time  that
consists of Indebtedness for borrowed money to any Lender or any other financial
institution  including,  without  limitation,  all Indebtedness  shown as "Notes
Payable" on the  consolidated  financial  statements of AMS and its Subsidiaries
delivered pursuant to Section 6.1(a) or (b).

                                       9
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     "Consolidated  Interest Expense" means,  with reference to any period,  the
interest expense of AMS and its Subsidiaries  calculated on a consolidated basis
for such period.

     "Consolidated  Net Income"  means,  with  reference to any period,  the net
income (or loss) of AMS and its Subsidiaries  calculated on a consolidated basis
for such period.

     "Consolidated  Net Worth" means at any time the consolidated  stockholders'
equity of AMS and its Subsidiaries calculated on a consolidated basis as of such
time, after appropriate deduction for any minority interests in Subsidiaries, in
accordance with GAAP, excluding treasury stock and also excluding unrealized net
losses and gains on assets held for sale  pursuant  to  Statement  of  Financial
Accounting Standards ("SFAS") No. 115 and other accumulated comprehensive income
pursuant to SFAS No. 133.

     "Consolidated Person" means, for the taxable year of reference, each Person
which is a member of the affiliated group of AMS if consolidated  returns are or
shall be filed for such affiliated  group for federal income tax purposes or any
combined or unitary group of which AMS,  Holdings or UWLIC is a member for state
income tax purposes.

     "Consolidated  Total   Capitalization"   means  at  any  time  the  sum  of
Consolidated  Indebtedness and  Consolidated Net Worth,  each calculated at such
time.

     "Contingent  Obligation"  of a Person means any  agreement,  undertaking or
arrangement by which such Person  assumes,  guarantees,  endorses,  contingently
agrees to purchase or provide funds for the payment of, or otherwise  becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other  Person,  or  otherwise  assures any  creditor of such other Person
against  loss,  but  excluding  Contingent  Obligations  in respect of insurance
policies issued in the ordinary course of business.

     "Conversion/Continuation Notice" is defined in Section 2.10.

     "Controlled  Group" means all members of a controlled group of corporations
or  other  business  entities  and all  trades  or  businesses  (whether  or not
incorporated)  under  common  control  which,  together  with  AMS or any of its
Subsidiaries, are treated as a single employer under Section 414 of the Code.

     "Default" means an event described in Article VII.

     "EBITDA"  means,  for  any  period,  for  AMS  and  its  Subsidiaries  on a
consolidated  basis,  determined in accordance with GAAP, the sum of (a) the net
income (or net loss) for such period,  plus (b) all amounts  treated as expenses
for depreciation and interest and the amortization of intangibles of any kind to
the extent included in the  determination of such net income (or loss), plus (c)
all  accrued  taxes on or  measured  by income  to the  extent  included  in the
determination of such net income (or loss).

                                       10
<PAGE>


     "Environmental  Laws" means any and all federal,  state,  local and foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders, decrees, plans, injunctions,  permits, concessions,  grants, franchises,
licenses,  agreements and other  governmental  restrictions  relating to (a) the
protection  of the  environment,  (b) the  effect  of the  environment  on human
health,  (c)  emissions,  discharges  or releases of  pollutants,  contaminants,
hazardous  substances or wastes into surface water, ground water or land, or (d)
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport  or handling of  pollutants,  contaminants,  hazardous  substances  or
wastes or the clean-up or other remediation thereof.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, and any rule or regulation issued thereunder.

     "Eurodollar   Advance"  means  an  Advance  which  bears  interest  at  the
applicable Eurodollar Rate.

     "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for the
relevant  Interest  Period,  the rate  determined by the Agent to be the rate at
which LaSalle offers to place deposits in U.S. dollars with first-class banks in
the  London  interbank  market at  approximately  11:00 a.m.  (London  time) two
Business Days prior to the first day of such Interest Period, in the approximate
amount of such Eurodollar Advance and having a maturity  approximately  equal to
such Interest Period.

     "Eurodollar  Loan"  means a Loan which  bears  interest  at the  applicable
Eurodollar Rate.

     "Eurodollar  Rate"  means,  with  respect to a  Eurodollar  Advance for the
relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base
Rate applicable to such Interest  Period,  divided by (ii) one minus the Reserve
Requirement  (expressed as a decimal)  applicable to such Interest Period,  plus
(b) the  Applicable  Margin.  The  Eurodollar  Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

     "Excluded  Taxes" means,  in the case of each Lender or applicable  Lending
Installation  and the  Agent,  taxes  imposed on its  overall  net  income,  and
franchise taxes imposed on it, by (a) the  jurisdiction  under the laws of which
such Lender or the Agent is incorporated or organized or (b) the jurisdiction in
which the Agent's or such Lender's  principal  executive office or such Lender's
applicable Lending Installation is located.

     "Exhibit"  refers to an exhibit to this Agreement,  unless another document
is specifically referenced.

     "Existing Reinsurance Agreements" is defined in Section 5.23.

     "Facility Termination Date" means March 24, 2005.

                                       11
<PAGE>


     "Federal Funds  Effective  Rate" means,  for any day, the rate set forth in
the  weekly  statistical  release  designated  as  H.15(519),  or any  successor
publication,  published by the Federal  Reserve Bank of New York  (including any
such successor publication,  "H.15(519)") on the preceding Business Day opposite
the caption "Federal Funds  (Effective)";  or, if for any relevant day such rate
is not so published on any such  preceding  Business  Day, the rate for such day
will be the arithmetic mean as determined by the Agent of the rates for the last
transaction  in overnight  Federal funds  arranged  prior to 9:00 A.M. (New York
City  time)  on that day by each of  three  leading  brokers  of  Federal  funds
transactions in New York City selected by the Agent.

     "Financial   Contract"  of  a  Person  means  (a)  any  exchange-traded  or
over-the-counter  futures,  forward,  swap or option contract or other financial
instrument  with  similar  characteristics,  or (b) any  agreements,  devices or
arrangements  providing for payments  related to fluctuations of interest rates,
exchange rates or forward rates,  including,  but not limited to,  interest rate
exchange agreements, forward currency exchange agreements,  interest rate cap or
collar protection agreements, forward rate currency or interest rate options.

     "Fiscal  Quarter"  means  one of the four  three-month  accounting  periods
comprising a Fiscal Year.

     "Fiscal Year" means the twelve-month  accounting  period ending December 31
of each year.

     "Fixed Charge Coverage Ratio" means, as of any date of  determination,  the
ratio of (a) the sum of (i) AMS's  EBITDA for such period  minus (ii) the sum of
all amounts paid out as dividends or other dividend-like distributions by AMS or
any  Subsidiary to any Person other than AMS or one or more of its  Subsidiaries
during such period, to (b) the sum of (i) Consolidated  Interest Expense for the
period of four Fiscal Quarters ending on such date, plus (ii) required  payments
of principal of Consolidated  Indebtedness  made during such period,  plus (iii)
the sum of all  amounts  paid by AMS and its  Subsidiaries  under any  Operating
Lease during such period.

     "Floating  Rate" means,  for any day, a rate of interest per annum equal to
the  higher  of (a) the Prime  Rate for such day and (b) the sum of the  Federal
Funds Effective Rate for such day plus 1/2% per annum.

     "Floating  Rate  Advance"  means an Advance  which  bears  interest  at the
Floating Rate.

     "Floating  Rate Loan"  means a Loan which bears  interest  at the  Floating
Rate, including without limitation each Swing Line Loan.

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States of America.

     "Governmental  Authority" means any government (foreign or domestic) or any
state or other political  subdivision  thereof or any governmental body, agency,
authority, department or

                                       12
<PAGE>


commission  (including  without  limitation  any board of  insurance,  insurance
department  or  insurance  commission  and any  taxing  authority  or  political
subdivision)  or any  instrumentality  or  officer  thereof  (including  without
limitation any court or tribunal) exercising executive,  legislative,  judicial,
regulatory or  administrative  functions of or pertaining to government  and any
corporation,  partnership  or  other  entity  directly  or  indirectly  owned or
controlled by or subject to the control of any of the foregoing.

     "Guaranty  Agreement" means that certain Guaranty Agreement dated as of the
date hereof by Holdings in favor of the Agent and the  Lenders,  as the same may
be amended, supplemented or modified from time to time.

     "Holdings"  means American  Medical  Security  Holdings,  Inc., a Wisconsin
corporation.

     "Indebtedness" of a Person means such Person's (a) obligations for borrowed
money, (b) obligations  representing the deferred  purchase price of Property or
services  (other than accounts  payable  arising in the ordinary  course of such
Person's  business  payable on terms customary in the trade),  (c)  obligations,
whether  or not  assumed,  secured by Liens or payable  out of the  proceeds  or
production from Property now or hereafter owned or acquired by such Person,  (d)
obligations which are evidenced by notes, acceptances, or other instruments, (e)
obligations of such Person to purchase  securities or other property arising out
of or in  connection  with  the  sale  of  the  same  or  substantially  similar
securities  or property,  (f)  Capitalized  Lease  Obligations,  (g)  Contingent
Obligations,  (h) obligations for which such Person is obligated  pursuant to or
in  respect  of a Letter of  Credit,  (i)  Off-Balance  Sheet  Liabilities,  (j)
obligations  for which such person is  obligated  pursuant to or in respect of a
Sale and Leaseback Transaction,  (k) Net Mark-to-Market Exposure of Rate Hedging
Agreements and other Financial Contracts, and (l) other obligations for borrowed
money or other  financial  accommodations  which,  in accordance  with Agreement
Accounting  Principles or SAP, as  applicable,  would be shown as a liability on
the consolidated balance sheet of such Person.

     "Initial Closing Date" means March 24, 2000.

     "Insurance  Subsidiary"  means  any  Subsidiary  which  is  engaged  in the
insurance business.

     "Interest Coverage Ratio" means, as of any date of determination, the ratio
of (a) the sum of (i) AMS's  EBITDA  for such  period  minus (ii) the sum of all
amounts paid out as dividends or other dividend-like distributions by AMS or any
Subsidiary  to any  Person  other  than  AMS or one or more of its  Subsidiaries
during such period to (b)  Consolidated  Interest Expense for the period of four
Fiscal Quarters ending on such date.

     "Interest Period" means, with respect to a Eurodollar  Advance, a period of
one,  two,  three or six months  commencing  on a Business  Day  selected by AMS
pursuant to this  Agreement.  Such  Interest  Period  shall end on the day which
corresponds  numerically to such date one, two, three or six months  thereafter;
provided,  that if there is no such numerically  corresponding day in such next,
second,  third or sixth succeeding  month, such Interest Period shall end on the
last  Business  Day of such  next,  second,  third  or sixth  succeeding  month;
provided, further, that

                                       13
<PAGE>


during the period  specified in the proviso in Section 2.9, each Interest Period
shall be  limited  to a period  of  seven  days.  If an  Interest  Period  would
otherwise end on a day which is not a Business  Day, such Interest  Period shall
end on the next succeeding Business Day; provided,  that if said next succeeding
Business Day falls in a new calendar  month,  such Interest  Period shall end on
the immediately preceding Business Day.

     "Investment"  of  a  Person  means  (a)  any  loan,   advance  (other  than
commission,  travel and similar  advances to officers and employees  made in the
ordinary  course  of  business),   extension  of  credit  (other  than  accounts
receivable  arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; (b) any stocks,  bonds, mutual
funds,  partnership  interests,  notes,  debentures or other securities owned by
such Person;  (c) any deposit accounts and certificates of deposit owned by such
Person; and (d) any structured notes, derivative financial instruments and other
similar instruments or contracts owned by such Person.

     "LaSalle"  means  LaSalle  Bank  National  Association  in  its  individual
capacity, and its successors.

     "Lenders" means the lending  institutions  listed on the signature pages of
this Agreement (including the Swing Line Lender) and their respective successors
and assigns.

     "Lending  Installation"  means,  with respect to a Lender or the Agent, the
office,  branch,  subsidiary  or affiliate of such Lender or the Agent listed on
the signature pages hereof or on a Schedule or otherwise selected by such Lender
or the Agent pursuant to Section 2.20.

     "Letter  of  Credit"  of a  Person  means a letter  of  credit  or  similar
instrument  which is issued  upon the  application  of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

     "Leverage  Ratio" means,  as of any date of  calculation,  the ratio of (a)
Consolidated  Indebtedness  outstanding on such date to (b)  Consolidated  Total
Capitalization on such date.

     "License"  means any license,  certificate  of  authority,  permit or other
authorization  which is required to be obtained from any Governmental  Authority
in  connection  with  the  operation,  ownership  or  transaction  of  insurance
business.

     "Lien"   means  any  lien   (statutory   or   other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  Capitalized  Lease or other title retention
agreement).

     "Loan" means, with respect to a Lender, such Lender's loan made pursuant to
Article  II (or  any  conversion  or  continuation  thereof)  in the  form  of a
Revolving Loan or a Swing Line Loan.

                                       14
<PAGE>


     "Loans" means the Revolving Loans and the Swing Line Loans.

     "Loan Documents" means this Agreement, any Notes issued pursuant to Section
2.11 or 2.16,  the  Guaranty  Agreement,  the  Pledge  Agreements  and the other
documents and agreements  contemplated hereby and executed by AMS or Holdings in
favor of the Agent or any Lender.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
business, Property, condition (financial or otherwise),  operations, performance
or prospects of AMS and its  Subsidiaries  taken as a whole,  (b) the ability of
AMS or Holdings to perform its obligations  under the Loan Documents to which it
is a party, or (c) the validity or  enforceability  of any of the Loan Documents
or the rights or remedies of the Agent or the Lenders thereunder.

     "Material Indebtedness" is defined in Section 7.5.

     "Material  Insurance  Subsidiary"  means  an  Insurance  Subsidiary  with a
Statutory Capital and Surplus of greater than $5,000,000.

     "Moody's" means Moody's Investors Service, Inc.

     "Multiemployer  Plan"  means a Plan  maintained  pursuant  to a  collective
bargaining  agreement or any other arrangement to which AMS or any member of the
Controlled Group is a party to which more than one employer is obligated to make
contributions.

     "NAIC" means the National  Association  of Insurance  Commissioners  or any
successor thereto,  or in lieu thereof,  any other association,  agency or other
organization  performing  advisory,  coordination  or other like functions among
insurance   departments,   insurance   commissioners  and  similar  Governmental
Authorities  of the various  states of the United States toward the promotion of
uniformity in the practices of such Governmental Authorities.

     "Net Available  Proceeds" means (a) with respect to any Asset  Disposition,
the sum of cash or readily  marketable cash equivalents  received  (including by
way of a cash  generating  sale or discounting of a note or account  receivable)
therefrom, whether at the time of such disposition or subsequent thereto, or (b)
with  respect  to any  sale  or  issuance  of  equity  securities  of AMS or any
Subsidiary,  cash or readily  marketable cash  equivalents  received  therefrom,
whether at the time of disposition or subsequent  thereto,  net, in either case,
of all legal,  tax and recording  expenses,  commissions  and other fees and all
costs and expenses incurred and, in the case of an Asset Disposition, net of all
payments made by AMS or any Subsidiary on any  Indebtedness  which is secured by
such assets  pursuant to a permitted Lien upon or with respect to such assets or
which must, by the terms of such Lien, in order to obtain a necessary consent to
such Asset Disposition, or by applicable law, be repaid out of the proceeds from
such Asset Disposition.

     "Net  Mark-to-Market  Exposure"  of a  Person  means,  as of  any  date  of
determination,  the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Hedging  Agreements and other Financial
Contracts. "Unrealized losses" means the fair

                                       15
<PAGE>


market value of the cost to such Person of replacing such Rate Hedging Agreement
or Financial Contract as of the date of determination (assuming the Rate Hedging
Agreement or Financial  Contract  were to be  terminated  as of that date),  and
"unrealized  profits"  means the fair market value of the gain to such Person of
replacing  such Rate Hedging  Agreement or Financial  Contract as of the date of
determination  (assuming such Rate Hedging Agreement or Financial  Contract were
to be terminated as of that date).

     "Non-U.S. Lender" is defined in Section 3.5(d).

     "Non-Use Fee Rate" means,  at any time,  the  percentage  rate per annum at
which non-use fees are accruing on the unused amount of the Aggregate Commitment
at such time,  determined by using the most recently  calculated Leverage Ratio,
as set forth below:


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

          Leverage                      Non-Use
           Ratio                        Fee Rate

----------------------------- -----------------------------
     Greater than or equal
     to 0.30:1.0
     and less than 0.35:1.0              0.40%
----------------------------- -----------------------------
     Greater than or equal
     to 0.25:1.0
     and less than 0.30:1.0              0.35%
----------------------------- -----------------------------
     Greater than or equal
     to 0.25:1.0
     and less than 0.20:1.0              0.30%
----------------------------- -----------------------------
     Greater than or equal
     to 0.20:1.0                         0.25%
----------------------------- -----------------------------

The Non-Use Fee Rate shall be determined in accordance  with the foregoing table
based on the  then  most  recent  annual  or  quarterly  consolidated  financial
statements of AMS and its Subsidiaries  delivered  pursuant to Section 6.1(a) or
(b).  Notwithstanding the foregoing,  until such time as AMS shall have achieved
five  consecutive  quarters  of  profitability  after and  including  the fourth
quarter of 1999,  the  Non-Use  Fee Rate  shall be equal to 0.35%.  Once AMS has
achieved  five  consecutive  quarters of  profitability  after and including the
fourth  quarter of 1999,  adjustments,  if any, to the Non-Use Fee Rate shall be
effective  five  days  after  the  Agent  shall  have  received  the  applicable
Financials.  If AMS fails to  deliver  the  Financials  to the Agent at the time
required pursuant to Section 6.1, then the Non-Use Fee Rate shall be the highest
Non-Use  Fee Rate set forth in the  foregoing  table  until five days after such
Financials are so delivered.

     "Notes" means,  collectively  any Revolving Notes and Swing Line Notes then
issued at the request of the applicable Lender.

     "Notice of Assignment" is defined in Section 12.3.2.

     "Obligations" means all unpaid principal of and accrued and unpaid interest
on the Loans,  all  accrued and unpaid  fees and all  expenses,  reimbursements,
indemnities and other obligations

                                       16
<PAGE>


of AMS to the  Lenders  or to any  Lender,  the Agent or any  indemnified  party
arising  under the Loan  Documents and any Rate Hedging  Obligations  or foreign
exchange contracts of AMS owing to the Agent or any Lender.

     "Off-Balance  Sheet  Liability"  of  a  Person  means  (a)  any  repurchase
obligation  or  liability  of such  Person  with  respect to  accounts  or notes
receivable  sold by such Person,  (b) any liability under any Sale and Leaseback
Transaction  which  does not create a  liability  on the  balance  sheet of such
Person,  (c) any  liability  under any financing  lease or so-called  "synthetic
lease"  transaction  entered into by such Person, or (d) any obligation  arising
with respect to any other transaction  which is the functional  equivalent of or
takes the place of  borrowing  but which does not  constitute a liability on the
balance sheet of such Person, but excluding Operating Leases.

     "Operating Lease" means any lease or other agreement conveying the right to
use of any personal property by AMS or any Subsidiary, as lessee, other than any
Capitalized  Lease,  that consists of computers and peripherals,  telephones and
telephone systems and mainframe(s) and storage.

     "Other Taxes" is defined in Section 3.5(b).

     "Participants" is defined in Section 12.2.1.

     "Payment Date" means the last day of each calendar month.

     "PBGC" means the Pension  Benefit  Guaranty  Corporation,  or any successor
     thereto.

     "Permitted  Liens" means Liens  described in Section 6.15,  paragraphs  (a)
     through (i).

     "Person"  means any  natural  person,  corporation,  firm,  joint  venture,
partnership, limited liability company, association,  enterprise, trust or other
entity or  organization,  or any  government  or  political  subdivision  or any
agency, department or instrumentality thereof.

     "Plan" means an employee  pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum  funding  standards  under Section 412 of the
Code as to  which  AMS or any  member  of the  Controlled  Group  may  have  any
liability.

     "Pledge  Agreements"  means,  collectively,  (a) that certain  Stock Pledge
Agreement  dated as of the date hereof  between AMS and the Agent,  and (b) that
certain Stock Pledge  Agreement dated as of the date hereof between Holdings and
the Agent, as either may be amended, supplemented or modified from time to time.

     "Prime  Rate"  means,  for any day, the rate of interest in effect for such
day as  publicly  announced  from  time to time by  LaSalle  as its  prime  rate
(whether or not such rate is  actually  charged by  LaSalle).  Any change in the
Prime Rate  announced by LaSalle shall take effect at the opening of business on
the day specified in the public announcement of such change.

                                       17
<PAGE>


     "Property" of a Person means any and all property,  whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

     "Pro Rata  Share"  means,  as to any  Lender,  (a) at any time at which the
Aggregate Commitment remains outstanding,  the percentage  equivalent (expressed
as a decimal  rounded to the ninth decimal  place) at such time of such Lender's
Commitment divided by the Aggregate Commitment, and (b) after the termination of
the Aggregate  Commitment,  the percentage  equivalent  (expressed as a decimal,
rounded to the ninth decimal place) at such time of the principal amount of such
Lender's  outstanding  Loans  (other  than  Swing  Line  Loans)  divided  by the
aggregate  principal  amount of the  outstanding  Loans  (other  than Swing Line
Loans) of all of the Lenders.

     "Purchasers" is defined in Section 12.3.1.

     "Quarterly  Statement" means the quarterly statutory financial statement of
any Insurance  Subsidiary  required to be filed with the insurance  commissioner
(or similar  authority) of its jurisdiction of incorporation  or, if no specific
form is so  required,  in the form of  financial  statements  permitted  by such
insurance  commissioner  (or  such  similar  authority)  to be used  for  filing
quarterly statutory financial statements and shall contain the type of financial
information permitted by such insurance commissioner (or such similar authority)
to  be  disclosed  therein,  together  with  all  exhibits  or  schedules  filed
therewith.

     "Rate  Hedging  Agreement"  means  an  agreement,   device  or  arrangement
providing  for payments  which are related to  fluctuations  of interest  rates,
exchange   rates   or   forward   rates,   including,   but  not   limited   to,
dollar-denominated or cross-currency interest rate exchange agreements,  forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

     "Rate Hedging  Obligations"  of a Person means any and all  obligations  of
such  Person,  whether  absolute or  contingent  and  howsoever  and  whensoever
created, arising, evidenced or acquired (including all renewals,  extensions and
modifications  thereof and substitutions  therefor),  under (a) any and all Rate
Hedging  Agreements,  and (b) any and all cancellations,  buy backs,  reversals,
terminations or assignments of any Rate Hedging Agreement.

     "Regulation D" means  Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation  or official  interpretation  of said Board of Governors  relating to
reserve requirements applicable to member banks of the Federal Reserve System.

     "Regulation T" means  Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and shall include any successor or
other regulation or official  interpretation of such Board of Governors relating
to the extension of credit by securities  brokers and dealers for the purpose of
purchasing or carrying margin stocks applicable to such Persons.

                                       18
<PAGE>


     "Regulation U" means  Regulation U of the Board of Governors of the Federal
Reserve  System  as from  time to time in  effect  and any  successor  or  other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of  purchasing  or carrying  margin
stocks applicable to member banks of the Federal Reserve System.

     "Regulation X" means  Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and shall include any successor or
other regulation or official  interpretation of said Board of Governors relating
to the  extension  of  credit  by the  specified  lenders  for  the  purpose  of
purchasing or carrying margin stocks applicable to such Persons.

     "Replacement Lender" is defined in Section 3.7.

     "Reportable  Event" means a reportable  event as defined in Section 4043 of
ERISA and the  regulations  issued under such  section,  with respect to a Plan,
excluding,  however,  such events as to which the PBGC has by regulation  waived
the  requirement of Section  4043(a) of ERISA that it be notified within 30 days
of the  occurrence of such event;  provided,  that a failure to meet the minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a Reportable  Event  regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

     "Reports" is defined in Section 9.6.

     "Required  Lenders" means,  during all times when the Lenders are comprised
of three (3) or fewer  financial  institutions,  those  Lenders in the aggregate
having at least one hundred  percent  (100%) of the  Aggregate  Commitment  and,
during all times when the Lenders are  comprised  of four (4) or more  financial
institutions,  those Lenders in the aggregate having at least fifty-one  percent
(51%) of the  Aggregate  Commitment;  provided,  however,  that if the Aggregate
Commitment has been terminated  during any period when the Lenders are comprised
of three (3) or fewer financial institutions,  Required Lenders means Lenders in
the  aggregate  holding at least  seventy-five  percent  (75%) of the  aggregate
unpaid principal amount of the outstanding  Revolving Loans and Swing Line Loans
(less the  amount of any Swing Line  Loans as to which  participating  interests
have been purchased by the Lenders pursuant to Section  2.12(d)),  and provided,
further,  that if the Aggregate Commitment has been terminated during any period
when the  Lenders  are  comprised  of four (4) or more  financial  institutions,
Required  Lenders  means  Lenders in the  aggregate  holding at least  fifty-one
percent  (51%) of the  aggregate  unpaid  principal  amount  of the  outstanding
Revolving Loans and Swing Line Loans (less the amount of any Swing Line Loans as
to which participating  interests have been purchased by the Lenders pursuant to
Section 2.12(d)).

     "Reserve  Requirement"  means,  with  respect to an  Interest  Period,  the
maximum  aggregate  reserve  requirement  (including  all  basic,  supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

                                       19
<PAGE>


     "Revolving  Note"  means any  promissory  note  issued at the  request of a
Lender pursuant to Section 2.16 in the form of Exhibit C.

     "Revolving Loan" is defined in Section 2.1.

     "Risk Based Capital Act" means the Risk-Based Capital (RBC) for Life and/or
Health Insurers Model Act as in effect as the date of this Agreement.

     "S&P" means Standard and Poor's Ratings  Service,  a division of The McGraw
Hill Companies, Inc.

     "Sale  and  Leaseback  Transaction"  means  any sale or other  transfer  of
Property by any Person with the intent to lease such Property as lessee.

     "SAP"  means,  with  respect to any  Insurance  Subsidiary,  the  statutory
accounting practices  prescribed or permitted by the insurance  commissioner (or
other similar  authority) in the jurisdiction of such Person for the preparation
of annual statements and other financial  reports by insurance  companies of the
same  type as such  Person  in effect  from  time to time,  applied  in a manner
consistent with those used in preparing the financial  statements referred to in
Section 5.4(c) and (d).

     "Schedule" refers to a specific schedule to this Agreement,  unless another
document is specifically referenced.

     "Section"  means a  numbered  section  of this  Agreement,  unless  another
document is specifically referenced.

     "Single  Employer Plan" means a Plan maintained by AMS or any member of the
Controlled Group for employees of AMS or any member of the Controlled Group.

     "Statutory  Capital  and  Surplus"  means,  with  respect to any  Insurance
Subsidiary at any time, the capital and surplus of such Insurance  Subsidiary at
such time, as determined in accordance with SAP ("Liabilities, Surplus and Other
Funds" statement, Page 3, Column 1, Line 38 of the Annual Statement).

     "Statutory Net Income" means, with respect to any Insurance  Subsidiary for
any  computation  period,  the net income  earned by such  Insurance  Subsidiary
during  such  period,   as  determined  in  accordance  with  SAP  ("Summary  of
Operations" statement, Page 4, Column 1, Line 33 of the Annual Statement).

     "Statutory Surplus" means, with respect to any Insurance  Subsidiary at any
time, the surplus as regards  policyholders of such Insurance Subsidiary at such
time,  as determined in  accordance  with SAP  ("Liabilities,  Surplus and Other
Funds" statement, Page 3, Column 1, Line 37 of the Annual Statement).

                                       20
<PAGE>


     "Subordinated Indebtedness" shall mean unsecured Indebtedness of AMS or any
of its Subsidiaries which has subordination terms, covenants,  pricing and other
terms which have been approved in writing by the Required Lenders.

     "Subsidiary"  of a Person  means (a) any  corporation  more than 50% of the
outstanding  securities  having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its  Subsidiaries or by such Person and one or more of its  Subsidiaries,  or
(b) any partnership,  limited liability company,  association,  joint venture or
similar business  organization  more than 50% of the ownership  interests having
ordinary  voting  power  of which  shall at the time be so owned or  controlled.
Unless otherwise  expressly  provided,  all references  herein to a "Subsidiary"
shall mean a Subsidiary of AMS.

     "Substantial  Portion"  means,  with respect to the Property of any Person,
Property which (a) represents more than 10% of the  consolidated  assets of such
Person as would be shown in the consolidated financial statements of such Person
as at the end of the  Fiscal  Quarter  next  preceding  the date on  which  such
determination  is  made,  or  (b)  is  responsible  for  more  than  10%  of the
consolidated  net revenues or of the  consolidated  net income of such Person as
reflected in the financial statements referred to in clause (a) above.

     "Swing Line  Commitment"  means,  at any time,  the commitment of the Swing
Line Lender to make Swing Line Loans pursuant to Section 2.11.

     "Swing Line Lender" means LaSalle, in its capacity as provider of the Swing
Line Loans.

     "Swing Line Loan" means a Loan made by the Swing Line Lender.

     "Swing  Line Note" means a  promissory  note in  substantially  the form of
Exhibit D.

     "Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, but excluding Excluded Taxes.

     "Transferee" is defined in Section 12.4.

     "Type"  means,  with respect to any Advance,  its nature as a Floating Rate
Advance or a Eurodollar Advance.

     "Unfunded Liabilities" means the amount (if any) by which the present value
of all vested and unvested  accrued  benefits  under all Single  Employer  Plans
exceeds  the fair  market  value  of all  such  Plan  assets  allocable  to such
benefits,  all  determined  as of the then most recent  valuation  date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

     "Unmatured  Default"  means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

                                       21
<PAGE>


     "UWLIC" means United  Wisconsin  Life Insurance  Company,  a Wisconsin life
insurance company.

     "Wholly-Owned  Subsidiary"  of a Person means (a) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly,  by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more  Wholly-Owned  Subsidiaries of
such Person,  or (b) any partnership,  limited liability  company,  association,
joint venture or similar business  organization 100% of the ownership  interests
having  ordinary  voting  power  of  which  shall  at the  time be so  owned  or
controlled.

     "Year 2000 Issues" means costs, problems and uncertainties  associated with
the  inability of certain  computer  applications  to  effectively  handle data,
including  dates on and after  January 1, 2000,  as such  inability  affects the
business,  operations and financial condition of AMS and its Subsidiaries and of
AMS's and its Subsidiaries' material customers, suppliers and vendors.

     The foregoing  definitions shall be equally applicable to both the singular
and plural forms of the defined terms.  References herein to particular columns,
lines or  sections  of any  Person's  Annual  Statement  shall be deemed,  where
appropriate,  to be references to the corresponding  column,  line or section of
such Person's Quarterly Statement,  or if no such corresponding  column, line or
section  exists or if any report form changes,  then to the  corresponding  item
referenced  thereby.  References  herein to the Risk Based  Capital Act shall be
deemed to be references to such act as in effect on the date of this  Agreement;
provided,  that the Agent, the Lenders and AMS agree to make mutually acceptable
modifications to Section 6.19.6 hereof following the request by any thereof upon
any  modification to such act so as to equitably  reflect such  modifications in
order that the criteria for  evaluating the Insurance  Subsidiaries  will be the
same after such  modifications as if such  modifications had not occurred.  Each
accounting  term used herein  which is not  otherwise  defined  herein  shall be
defined in accordance  with Agreement  Accounting  Principles  unless  otherwise
specified.

     In the event that any changes in Agreement Accounting Principles and/or SAP
occur after the date of this  Agreement  and such  changes  result in a material
variation in the method of calculation of financial  covenants or other terms of
this  Agreement,  then  AMS,  the  Agent  and the  Lenders  agree to amend  such
provisions  of this  Agreement so as to equitably  reflect such changes in order
that the criteria for  evaluating  AMS's  financial  condition  will be the same
after such changes as if such changes had not occurred.


                                   ARTICLE II
                                   THE CREDITS

     2.1.  Commitment.  (a) From and  including  the date of this  Agreement and
prior to the Facility  Termination  Date, each Lender severally  agrees,  on the
terms and conditions set forth in this Agreement, to make Loans (each such Loan,
a "Revolving  Loan") to AMS from time to time in amounts  which,  together  with
such  Lender's  Pro Rata Share of any  outstanding  Swing Line Loans,  shall not
exceed in the aggregate at any one time outstanding the amount of its

                                       22
<PAGE>


Commitment.  Subject to the terms of this Agreement,  AMS may borrow,  repay and
reborrow  Revolving Loans and Swing Line Loans at any time prior to the Facility
Termination Date. The Commitments to lend hereunder shall expire on the Facility
Termination Date.

          (b) AMS hereby  agrees that if at any time,  as a result in reductions
     in the  Aggregate  Commitment  pursuant  to Section 2.8 or  otherwise,  the
     outstanding principal amount of the Loans exceeds the Aggregate Commitment,
     AMS shall repay  immediately its then  outstanding  Loans in such amount as
     may be necessary to eliminate such excess.

     2.2. Required Payments; Termination. Any outstanding Advances and all other
unpaid  Obligations  shall  be paid in full by AMS on the  Facility  Termination
Date.

     2.3. Ratable Loans. Each Advance hereunder shall consist of Revolving Loans
made from the  several  Lenders  ratably in  proportion  to the ratio that their
respective Commitments bear to the Aggregate Commitment.

     2.4.  Types of  Advances.  The Advances  may be Floating  Rate  Advances or
Eurodollar  Advances,  or a combination  thereof,  selected by AMS in accordance
with Sections 2.9 and 2.10.

     2.5. Non-Use Fee; Reductions in Aggregate Commitment.  AMS agrees to pay to
the Agent for the account of each Lender a non-use fee at a per annum rate equal
to the Non-Use Fee Rate times such  Lender's  Pro Rata Share (as  adjusted  from
time to time)  of the  daily  average  of the  unused  amount  of the  Aggregate
Commitment from the date hereof to and including the Facility  Termination Date,
payable in arrears on the last day of each calendar  quarter and on the Facility
Termination Date. For purposes of calculating usage hereunder for any particular
day,  the  Aggregate  Commitment  shall  be  deemed  used to the  extent  of the
aggregate  principal  amount of all  outstanding  Revolving Loans and Swing Line
Loans on such day. AMS may permanently reduce the Aggregate Commitment in whole,
or in part ratably among the Lenders,  in a minimum amount of $1,000,000 (and in
multiples of $500,000 if in excess  thereof) upon at least three  Business Days'
written  notice to the Agent,  which notice shall specify the amount of any such
reduction;  provided,  that the amount of the  Aggregate  Commitment  may not be
reduced below the aggregate principal amount of the outstanding Advances and the
outstanding  Swing Line Loans.  All accrued non-use fees shall be payable on the
effective date of any termination or reduction of the obligations of the Lenders
to make Loans hereunder.

     2.6.  Minimum Amount of Each Advance.  Each Advance shall be in the minimum
amount of  $1,000,000  (and in  multiples  of  $500,000  if in excess  thereof);
provided,  that any  Floating  Rate  Advance  may be in the amount of the unused
Aggregate Commitment.

     2.7. Optional  Principal  Payments.  AMS may from time to time pay, without
penalty or premium,  all outstanding  Advances or, in a minimum aggregate amount
of  $1,000,000  or any  integral  multiple of $500,000  in excess  thereof,  any
portion of the outstanding  Advances upon two Business Days' prior notice to the
Agent,  subject,  in the case of  Eurodollar  Advances,  to the  payment  of any
funding  indemnification  amounts required by Section 3.4 but otherwise  without
penalty or premium.

                                       23
<PAGE>


     2.8. Mandatory Commitment Reductions. (a) The Aggregate Commitment shall be
automatically and permanently  reduced to the following amounts on the following
dates:

          Date           Availability Reduction             Aggregate Commitment

     March 24, 2001            $  5,000,000                      $40,000,000
     March 24, 2002            $  5,000,000                      $35,000,000
     March 24, 2003            $ 10,000,000                      $25,000,000
     March 24, 2004            $ 10,000,000                      $15,000,000
     March 24, 2005            $ 15,000,000                      $         0


          (b AMS shall make permanent  reductions in the Aggregate Commitment in
     amounts equal to the following:

                    (i) within 30 days after the  receipt  thereof by AMS or any
               Subsidiary, an amount equal to 75% of the aggregate Net Available
               Proceeds  realized upon all Asset  Dispositions  of $1,000,000 or
               greater  in any  Fiscal  Year  of  AMS;  provided,  that  no such
               prepayment or commitment  reduction shall be required (A) if such
               amount is less than  $1,000,000  in any Fiscal Year,  or (B) as a
               result of any Asset  Disposition  permitted  pursuant  to Section
               6.13(a), (b) or (c) ; and

                    (ii) within 30 days after the receipt  thereof by AMS or any
               of its  Subsidiaries  an amount equal to 75% of the Net Available
               Proceeds  realized upon the sale by AMS or such Subsidiary of any
               of  its  equity  securities  (including  the  reissuance  of  any
               treasury stock).

          (c) Any reduction in the Aggregate Commitment pursuant to this Section
     2.8 or otherwise shall ratably reduce the Commitment of each Lender.

          (d) At no time shall the Swing Line  Commitment  exceed the  Aggregate
     Commitment, and any reduction of the Aggregate Commitment which reduces the
     Aggregate  Commitment  below the  then-current  amount  of the  Swing  Line
     Commitment  shall  result in an  automatic  corresponding  reduction of the
     Swing Line  Commitment  to the amount of the  Aggregate  Commitment,  as so
     reduced,  without  any action on the part of the Swing Line  Lender.  At no
     time shall the Swing Line  Commitment  exceed the  Commitment  of the Swing
     Line Lender,  and any reduction of the Aggregate  Commitment  which reduces
     the  Commitment of the Swing Line Lender below the  then-current  amount of
     the  Swing  Line  Commitment  shall  result in an  automatic  corresponding
     reduction of the Swing Line  Commitment to the amount of the  Commitment of
     the Swing Line Lender, as so reduced, without any action on the part of the
     Swing Line Lender.

     2.9. Method of Selecting Types and Interest  Periods for New Advances.  AMS
shall  select the Type of Advance and, in the case of each  Eurodollar  Advance,
the Interest Period

                                       24
<PAGE>


applicable  thereto  from  time to time.  AMS shall  give the Agent  irrevocable
notice (a "Borrowing  Notice") not later than 11:00 a.m.  (Chicago  time) on the
Borrowing  Date of each Floating Rate Advance and three Business Days before the
Borrowing Date for each Eurodollar Advance, specifying

          (a)  the  Borrowing  Date,  which  shall be a  Business  Day,  of such
               Advance,

          (b)  the aggregate amount of such Advance,

          (c)  the Type of Advance selected, and

          (d)  in the  case of each  Eurodollar  Advance,  the  Interest  Period
               applicable  thereto,  which shall end on or prior to the Facility
               Termination Date.

Not later than noon (Chicago  time) on each  Borrowing  Date,  each Lender shall
make  available its Revolving  Loan or Loans in funds  immediately  available in
Chicago to the Agent at its  address  specified  pursuant to Article  XIII.  The
Agent will make the funds so received  from the Lenders  available to AMS at the
Agent's aforesaid address.

     2.10.  Conversion and Continuation of Outstanding  Advances.  Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into  Eurodollar  Advances  pursuant to this Section
2.10 or are repaid in accordance with Section 2.7. Each Eurodollar Advance shall
continue as a Eurodollar  Advance until the end of the then applicable  Interest
Period  therefor,  at which time such Eurodollar  Advance shall be automatically
converted into a Floating Rate Advance unless (x) such Eurodollar  Advance is or
was repaid in accordance  with Section 2.7 or (y) AMS shall have given the Agent
a Conversion/Continuation  Notice (as defined below) requesting that, at the end
of such  Interest  Period,  such  Eurodollar  Advance  continue as a  Eurodollar
Advance for the same or another Interest Period. Subject to the terms of Section
2.6,  AMS may elect from time to time to  convert  all or any part of a Floating
Rate  Advance into a Eurodollar  Advance.  AMS shall give the Agent  irrevocable
notice (a  "Conversion/Continuation  Notice") of each  conversion  of a Floating
Rate Advance into a Eurodollar  Advance or continuation of a Eurodollar  Advance
not later than 10:00 a.m.  (Chicago  time) at least three Business Days prior to
the date of the requested conversion or continuation, specifying:

          (a)  the  requested  date of such  conversion or  continuation,  which
               shall be a Business Day,

          (b)  the  aggregate  amount  and  Type of the  Advance  which is to be
               converted or continued, and

          (c)  the  amount  of such  Advance  which is to be  converted  into or
               continued  as a  Eurodollar  Advance  and  the  duration  of  the
               Interest Period applicable thereto.

                                       25
<PAGE>


     2.11. The Swing Line Loans. Subject to the terms and conditions hereof, the
Swing Line Lender agrees to make Swing Line Loans to AMS from time to time prior
to the Facility  Termination  Date in an aggregate  principal  amount at any one
time  outstanding  not to exceed  $10,000,000  (the  "Swing  Line  Commitment");
provided,  that after giving  effect to any such Swing Line Loan,  the principal
amount  outstanding  of all  Revolving  Loans and Swing  Line Loans at such time
would not exceed the Aggregate Commitment at such time; provided,  further, that
the principal  amount  outstanding of the Swing Line Loans and of the Swing Line
Lender's  Revolving  Loans would not exceed the Swing Line Lender's  Commitment.
Prior to the Facility Termination Date, AMS may use the Swing Line Commitment by
borrowing,  prepaying the Swing Line Loans in whole or in part, and reborrowing,
all in accordance  with the terms and  conditions  hereof.  All Swing Line Loans
shall  bear  interest  at the  Floating  Rate and  shall not be  entitled  to be
converted  into Loans that bear  interest at any other  rate.  At the Swing Line
Lender's  request,  the Swing Line Loans shall be evidenced by a Swing Line Note
made payable thereto.

     2.12.  Procedure  for Swing Line Loans.  (a) AMS may borrow under the Swing
Line  Commitment  on any  Business  Day until  the  Facility  Termination  Date;
provided,  that AMS shall give the Swing Line Lender  irrevocable  notice (which
notice must be received  by the Swing Line Lender  prior to 11:00 a.m.  (Chicago
time))  specifying the amount of the requested Swing Line Loan, which shall be a
minimum  amount of $250,000 or a whole  multiple of $100,000 in excess  thereof.
The  proceeds  of the Swing Line Loan will be made  available  by the Swing Line
Lender to AMS in  immediately  available  funds at the  office of the Swing Line
Lender by 1:00 p.m.  (Chicago  time) on the date of such notice.  AMS may at any
time and from time to time,  prepay the Swing Line  Loans,  in whole or in part,
without  premium or penalty,  by notifying  the Swing Line Lender prior to 11:00
a.m.  (Chicago  time) on any Business  Day of the date and amount of  prepayment
with a copy to the Agent. If any such notice is given,  the amount  specified in
such notice  shall be due and  payable on the date  specified  therein.  Partial
prepayments  shall be in an  aggregate  principal  amount of $250,000 or a whole
multiple  of  $100,000 in excess  thereof.  If any Swing Line Loan shall  remain
outstanding  at 11:00 a.m.  (Chicago time) on the tenth (10th) day following the
date of such Swing  Line Loan and if by such time on such  tenth  (10th) day the
Agent shall have received from AMS neither (i) a Borrowing  Notice  delivered by
AMS  pursuant  to Section 2.9  requesting  that  Revolving  Loans be made to AMS
pursuant  to  Section  2.1 on such  date in an  amount  at  least  equal  to the
principal amount of such Swing Line Loan nor (ii) any other notice  satisfactory
to the Agent  indicating  AMS's intent to repay with funds  obtained  from other
sources such Swing Line Loan ("Swing Line  Repayment  Notice") on or before such
tenth (10th) day, then on such tenth (10th) day the Swing Line Lender shall (and
on any previous  Business Day the Swing Line Lender in its sole  discretion may)
give notice of such Swing Line Loan to each Lender.

          (b) If any Swing  Line Loan  shall  remain  outstanding  at 11:00 a.m.
     (Chicago time) on the thirtieth (30th) day following the date of such Swing
     Line Loan and if by such time on such thirtieth  (30th) day the Agent shall
     not have  received from AMS a Swing Line  Repayment  Notice with respect to
     such Swing Line Loan, have received from AMS neither (i) a Borrowing Notice
     delivered by AMS pursuant to Section 2.9 requesting that Revolving Loans be
     made to AMS  pursuant  to  Section  2.1 on such  date in an amount at least
     equal to the principal

                                       26
<PAGE>


     amount of such Swing Line Loan nor (ii) any other  notice  satisfactory  to
     the Agent  indicating  AMS's  intent to repay  such  Swing  Line Loan on or
     before such  thirtieth  (30th) day with funds  obtained from other sources,
     then on such  thirtieth  (30th) day the Swing Line Lender shall (and on any
     previous Business Day the Swing Line Lender in its sole discretion may), on
     behalf of AMS (which  hereby  irrevocably  directs the Swing Line Lender to
     act on its  behalf)  request  the  Agent to  notify  each  Lender to make a
     Floating  Rate Loan in an amount  equal to such  Lender's Pro Rata Share of
     (A) in the case of such a request which is required to be made,  the amount
     of  the  relevant  Swing  Line  Loan,  and  (B)  in  the  case  of  such  a
     discretionary  request,  the aggregate  principal  amount of the Swing Line
     Loans outstanding on the date such notice is given,  subject, in any event,
     to each  Lender's  maximum  Commitment  and such Lender's Pro Rata Share of
     accrued and unpaid interest.  Unless any of the events described in Section
     7.6 or 7.7 shall have  occurred  with  respect  to AMS (in which  event the
     procedures  of paragraph  (d) of this Section 2.12 shall apply) each Lender
     shall make the proceeds of its  Revolving  Loan  available to the Agent for
     the account of the Swing Line Lender in funds  immediately  available prior
     to 1:00 p.m.  (Chicago  time) on the Business Day next  succeeding the date
     such  notice  is given.  The  proceeds  of such  Revolving  Loans  shall be
     immediately applied to repay the outstanding Swing Line Loans. Effective on
     the day such Revolving  Loans are made, the portion of the Swing Line Loans
     so paid  shall no longer be  outstanding  as Swing  Line Loans and shall no
     longer be due under the Swing  Line  Note.  AMS shall pay to the Swing Line
     Lender,  promptly  following the Swing Line Lender's demand,  the amount of
     its  outstanding  Swing  Line  Loans to the extent  amounts  received  from
     Lenders are not  sufficient  to repay in full such  outstanding  Swing Line
     Loans.

          (c)  Notwithstanding  anything herein to the contrary,  the Swing Line
     Lender  (i)  shall  not be  obligated  to make any  Swing  Line Loan if the
     conditions  set forth in Article IV have not been  satisfied and (ii) shall
     not make any  requested  Swing Line Loan if,  prior to 11:00 a.m.  (Chicago
     time) on the date of such  requested  Swing  Line Loan,  it has  received a
     written  notice  from the  Agent  or any  Lender  directing  it not to make
     further Swing Line Loans because one or more of the conditions specified in
     Article IV are not then satisfied.

          (d) If prior to the making of a Revolving  Loan required to be made by
     Section  2.12(b) a  Default  described  in  Section  7.6 or 7.7 shall  have
     occurred and be  continuing  with respect to AMS,  each Lender will, on the
     date  such  Revolving  Loan was to have been made  pursuant  to the  notice
     described in Section 2.12(b),  purchase an undivided participating interest
     in the outstanding Swing Line Loans (including accrued interest thereon) in
     an amount equal to its Pro Rata Share of the aggregate  principal amount of
     Swing Line Loans then  outstanding,  subject to such  Lender's  Commitment.
     Each Lender will  immediately  transfer to the Agent for the benefit of the
     Swing  Line  Lender,  in  immediately  available  funds,  the amount of its
     participation,  subject to each such Lender's  maximum  Commitment and such
     Lender's Pro Rata Share of accrued and unpaid interest.

          (e) Whenever, at any time after a Lender has purchased a participating
     interest in a Swing Line Loan,  the Swing Line Lender  receives any payment
     on account thereof,  the Swing Line Lender will distribute to the Agent for
     delivery  to  each  Lender  its  participating   interest  in  such  amount
     (appropriately adjusted in the case of interest payments, to reflect the

                                       27
<PAGE>


     period of time  during  which  such  Lender's  participating  interest  was
     outstaning  and  funded);  provided,  that in the event  that such  payment
     received by the Swing Line Lender is required to be  returned,  such Lender
     will return to the Agent for  delivery to the Swing Line Lender any portion
     thereof previously distributed by the Swing Line Lender to it.

          (f) Other than each Lender's maximum  Commitment and such Lender's Pro
     Rata Share of accrued and unpaid interest, each Lender's obligation to make
     the  Revolving  Loans  referred  to in  Section  2.12(b)  and  to  purchase
     participating  interests  pursuant to Section 2.12(d) shall be absolute and
     unconditional  and shall not be  affected by any  circumstance,  including,
     without limitation, (i) any set-off,  counterclaim,  recoupment, defense or
     other  right  which  such  Lender or AMS may have  against  the Swing  Line
     Lender,  AMS or any  other  Person  for any  reason  whatsoever,  (ii)  the
     occurrence or continuance of a Default or an Unmatured  Default,  (iii) any
     adverse  change in the  condition  (financial  or  otherwise) of AMS or any
     Subsidiary, (iv) any breach of this Agreement or any other Loan Document by
     AMS, any  Subsidiary  or any other Lender,  or (v) any other  circumstance,
     happening  or  event  whatsoever,  whether  or  not  similar  to any of the
     foregoing.

     2.13.  Interest Rates and Changes in Rates, etc. Each Floating Rate Advance
shall bear interest on the outstanding  principal  amount thereof,  for each day
from and including the date such Advance is made or is  automatically  converted
from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10,
to but excluding the date it is paid or is converted  into a Eurodollar  Advance
pursuant to Section 2.10 hereof,  at a rate per annum equal to the Floating Rate
for such day.  Changes in the rate of  interest  on that  portion of any Advance
maintained as a Floating Rate Advance will take effect  simultaneously with each
change in the Floating Rate. Each Eurodollar  Advance shall bear interest on the
outstanding  principal  amount  thereof from and  including the first day of the
Interest Period  applicable  thereto to (but not including) the last day of such
Interest  Period at the interest  rate  determined by the Agent as applicable to
such Eurodollar  Advance based upon AMS's  selections under Section 2.9 and 2.10
and otherwise in accordance  with the terms hereof.  No Interest  Period may end
after the Facility Termination Date.

     2.14.  Rates  Applicable  After  Default.  Notwithstanding  anything to the
contrary  contained in Section 2.9 or 2.10,  during the continuance of a Default
or Unmatured Default the Required Lenders may, at their option, by notice to AMS
(which   notice  may  be  revoked  at  the  option  of  the   Required   Lenders
notwithstanding  any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest  rates),  declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default  the  Required  Lenders  may, at their  option,  by notice to AMS (which
notice may be revoked at the option of the Required Lenders  notwithstanding any
provision of Section 8.2 requiring  unanimous  consent of the Lenders to changes
in  interest  rates),  declare  that each Loan shall bear  interest  at the then
applicable  rate per annum in effect  from  time to time plus  2.00% per  annum;
provided, that during the continuance of a Default under Section 7.6 or 7.7, the
interest  rate set forth  above  shall be  applicable  to all Loans  without any
election or action on the part of the Agent or any Lender.

                                       28
<PAGE>


     2.15. Method of Payment. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Agent at the Agent's  address  specified  pursuant to Article XIII, or at
any other Lending Installation of the Agent specified in writing by the Agent to
AMS, by noon (local  time) on the date when due and shall be applied  ratably by
the Agent among the Lenders. Each payment delivered to the Agent for the account
of any Lender  shall be  delivered  promptly  by the Agent to such Lender in the
same type of funds that the Agent received at its address specified  pursuant to
Article XIII or at any Lending  Installation  specified in a notice  received by
the Agent from such Lender. The Agent is hereby authorized to charge the account
of AMS maintained with LaSalle for each payment of principal,  interest and fees
payable thereby as it becomes due hereunder.

     2.16. Noteless Agreement; Evidence of Indebtedness.

          (a) Each Lender shall  maintain in accordance  with its usual practice
     an account or accounts  evidencing  the  Obligations  of AMS to such Lender
     resulting  from each Loan made by such Lender from time to time,  including
     the amounts of principal and interest  payable and paid to such Lender from
     time to time hereunder.

          (b) The Agent shall also maintain accounts in which it will record (i)
     the amount of each Loan made  hereunder,  the Type thereof and the Interest
     Period with respect  thereto,  (ii) the amount of any principal or interest
     due and  payable  or to  become  due and  payable  from AMS to each  Lender
     hereunder  and (iii) the amount of any sum received by the Agent  hereunder
     from AMS and each Lender's share thereof.

          (c) The entries  maintained  in the  accounts  maintained  pursuant to
     paragraphs (a) and (b) above shall be prima facie evidence of the existence
     and amounts of the Obligations therein recorded; provided, that the failure
     of the Agent or any Lender to maintain  such  accounts or any error therein
     shall  not in any  manner  affect  the  obligation  of  AMS  to  repay  the
     Obligations in accordance with their terms.

          (d) Each Lender's Commitment for Revolving Loans shall be evidenced by
     a promissory note (a "Revolving  Note").  In such event, AMS shall prepare,
     execute and deliver to such Lender a Revolving Note payable to the order of
     such  Lender  in a  form  supplied  by the  Agent.  Thereafter,  the  Loans
     evidenced by such  Revolving  Note and interest  thereon shall at all times
     (including after any assignment pursuant to Section 12.3) be represented by
     one or more Revolving Notes payable to the order of the payee named therein
     or any  assignee  pursuant to Section  12.3,  except to the extent that any
     such Lender or assignee  subsequently  returns any such  Revolving Note for
     cancellation and requests that such Revolving Loans once again be evidenced
     as described in paragraphs (a) and (b) above.

     2.17.  Telephonic Notices.  AMS hereby authorizes the Lenders and the Agent
to extend, convert or continue Advances,  effect selections of Types of Advances
and to transfer funds, and the Swing Line Lender to make Swing Line Loans, based
in each case on  telephonic  notices  made by any person or persons the Agent or
any Lender in good faith  believes to be acting on behalf of AMS.  AMS agrees to
deliver promptly to the Agent a written confirmation,

                                       29
<PAGE>


if such confirmation is requested by the Agent or any Lender, of each telephonic
notice signed by an Authorized Officer. If the written  confirmation  differs in
any material  respect  from the action  taken by the Agent and the Lenders,  the
records of the Agent and the Lenders shall govern absent manifest error.

     2.18. Interest Payment Dates;  Interest and Fee Basis.  Interest accrued on
each  Floating  Rate Loan shall be payable  in  arrears  on each  Payment  Date,
commencing  with the first  such  date to occur  after  the date  hereof  and at
maturity.  Interest accrued on each Eurodollar Loan shall be payable on the last
day of its applicable  Interest Period, on any date on which the Eurodollar Loan
is prepaid,  whether by  acceleration  or otherwise,  and at maturity.  Interest
accrued on each  Eurodollar  Loan  having an Interest  Period  longer than three
months shall also be payable on the last day of each three-month interval during
such Interest  Period.  Interest and non-use fees shall be calculated for actual
days elapsed on the basis of a 360-day year.  Interest  shall be payable for the
day an Advance is made but not for the day of any  payment on the amount paid if
payment is received  prior to noon (local time) at the place of payment.  If any
payment of  principal  of or  interest on an Advance  shall  become due on a day
which is not a Business Day,  such payment shall be made on the next  succeeding
Business  Day and, in the case of a principal  payment,  such  extension of time
shall be included in computing interest in connection with such payment.

     2.19. Notification of Advances,  Interest Rates, Prepayments and Commitment
Reductions. Promptly after receipt thereof, the Agent will notify each Lender of
the contents of each Aggregate  Commitment  reduction notice,  Borrowing Notice,
Conversion/Continuation  Notice,  and repayment notice received by it hereunder.
The Agent will  notify  each  Lender of the  interest  rate  applicable  to each
Eurodollar  Advance  promptly upon  determination of such interest rate and will
give each Lender prompt notice of each change in the Floating Rate.

     2.20. Lending Installations.  Each Lender may book its Loans at any Lending
Installation  selected by such  Lender and may change its  Lending  Installation
from time to time. All terms of this  Agreement  shall apply to any such Lending
Installation  and the Loans and any Notes issued  hereunder shall be deemed held
by each Lender for the benefit of such Lending Installation. Each Lender may, by
written notice to the Agent and AMS in accordance  with Article XIII,  designate
replacement or additional Lending Installations through which Loans will be made
by it and for whose account Loan payments are to be made.

     2.21.  Non-Receipt  of Funds by the Agent.  Unless AMS or a Lender,  as the
case may be,  notifies  the Agent prior to the date on which it is  scheduled to
make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan
or (b) in the case of AMS, a payment of principal, interest or fees to the Agent
for the account of the  Lenders,  that it does not intend to make such  payment,
the Agent may assume that such  payment has been made.  The Agent may, but shall
not be obligated  to, make the amount of such payment  available to the intended
recipient in reliance upon such  assumption.  If such Lender or AMS, as the case
may be, has not in fact made such  payment to the Agent,  the  recipient of such
payment  shall,  on demand by the  Agent,  repay to the Agent the amount so made
available  together  with  interest  thereon  in  respect of each day during the
period commencing on the date such amount was so made available by

                                       30
<PAGE>


the  Agent  until the date the Agent  recovers  such  amount at a rate per annum
equal to (x) in the case of payment by a Lender,  the  Federal  Funds  Effective
Rate for  such  day or (y) in the case of  payment  by AMS,  the  interest  rate
applicable to the relevant Loan.


                                   ARTICLE III
                             YIELD PROTECTION; TAXES

     3.1.  Yield  Protection.  If, on or after the  Initial  Closing  Date,  the
adoption of any law or any governmental or quasi-governmental  rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
change in the  interpretation or  administration  thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by any  Lender  or
applicable  Lending  Installation with any request or directive  (whether or not
having  the  force of law) of any such  authority,  central  bank or  comparable
agency:

          (a) subjects any Lender or any applicable Lending  Installation to any
     Taxes,  or changes  the basis of  taxation  of  payments  (other  than with
     respect to  Excluded  Taxes) to any  Lender in  respect  of its  Eurodollar
     Loans, or

          (b) imposes or increases or deems applicable any reserve,  assessment,
     insurance charge, special deposit or similar requirement against assets of,
     deposits  with or for the account of, or credit  extended by, any Lender or
     any applicable  Lending  Installation  (other than reserves and assessments
     taken  into  account  in  determining   the  interest  rate  applicable  to
     Eurodollar Advances), or

          (c) imposes any other condition the result of which is to increase the
     cost to any  Lender  or any  applicable  Lending  Installation  of  making,
     funding  or  maintaining  its  Eurodollar   Loans  or  reduces  any  amount
     receivable  by  any  Lender  or  any  applicable  Lending  Installation  in
     connection  with its  Eurodollar  Loans,  or  requires  any  Lender  or any
     applicable Lending Installation to make any payment calculated by reference
     to the amount of  Eurodollar  Loans held or interest  received by it, by an
     amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation  in connection  with such  Eurodollar  Loans or  Commitment,  then,
within  15 days of  demand  by such  Lender,  AMS  shall  pay such  Lender  such
additional  amount or amounts as will  compensate such Lender for such increased
cost or reduction in amount received.

     3.2. Changes in Capital Adequacy  Regulations.  If a Lender  determines the
amount of capital  required or expected to be  maintained  by such  Lender,  any
Lending  Installation of such Lender or any corporation  controlling such Lender
is  increased  as a result of a Change,  then,  within 15 days of demand by such
Lender, AMS shall pay such Lender the amount necessary to

                                       31
<PAGE>


compensate  for any  shortfall  in the rate of  return  on the  portion  of such
increased   capital  which  such  Lender  determines  is  attributable  to  this
Agreement,  its Loans or its  Commitment to make Loans  hereunder  (after taking
into account such Lender's policies as to capital adequacy);  provided,  that if
any Lender fails to notify AMS within 180 days after it obtains actual knowledge
of any event giving rise to the payment of additional amounts under this Section
3.2, then such Lender shall only be entitled to payment for  additional  amounts
incurred  from and after the date  which is 180 days prior to the date that such
Lender  gives  such  notice.  "Change"  means (a) any change  after the  Initial
Closing  Date in the  Risk-Based  Capital  Guidelines  or (b) any adoption of or
change in any other law,  governmental or quasi-governmental  rule,  regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this  Agreement  which  affects  the amount of capital
required or expected to be maintained by any Lender or any Lending  Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(x) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (y) the corresponding capital
regulations  promulgated  by  regulatory  authorities  outside the United States
implementing  the July 1988 report of the Basle Committee on Banking  Regulation
and  Supervisory  Practices  Entitled  "International   Convergence  of  Capital
Measurements  and  Capital  Standards,"  including  transition  rules,  and  any
amendments to such regulations adopted prior to the date of this Agreement.

     3.3.  Availability  of Types of  Advances.  If any Lender  determines  that
maintenance of its Eurodollar  Loans at a suitable  Lending  Installation  would
violate any  applicable  law,  rule,  regulation,  or directive,  whether or not
having the force of law, or if the Required Lenders  determine that (a) deposits
of a type and maturity  appropriate  to match fund  Eurodollar  Advances are not
available  or (b) the  interest  rate  applicable  to a Type of Advance does not
accurately  reflect the cost of making or  maintaining  such  Advance,  then the
Agent shall suspend the availability of the affected Type of Advance and require
any affected  Eurodollar  Advances to be repaid or  converted  to Floating  Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

     3.4. Funding Indemnification. If any payment of a Eurodollar Advance occurs
on a date which is not the last day of the applicable  Interest Period,  whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not
made on the date  specified  by AMS for any  reason  other  than  default by the
Lenders,  AMS will  indemnify  each  Lender for any loss or cost  incurred by it
resulting  therefrom,  including,  without  limitation,  any  loss  or  cost  in
liquidating or employing  deposits  acquired to fund or maintain such Eurodollar
Advance.

     3.5. Taxes.

          (a) All  payments  by AMS to or for the  account  of any Lender or the
     Agent  hereunder  or under  any Note  shall be made  free and  clear of and
     without deduction for any and all Taxes. If AMS shall be required by law to
     deduct any Taxes from or in respect  of any sum  payable  hereunder  to any
     Lender or the Agent, (i) the sum payable shall be increased as necessary so
     that after making all required deductions  (including deductions applicable
     to additional sums payable under this Section 3.5) such Lender or the Agent
     (as the case may be)

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<PAGE>


receives  an  amount  equal  to the  sum it  would  have  received  had no  such
deductions been made, (ii) AMS shall make such  deductions,  (iii) AMS shall pay
the full amount deducted to the relevant authority in accordance with applicable
law and (iv) AMS  shall  furnish  to the Agent  the  original  copy of a receipt
evidencing payment thereof within 30 days after such payment is made.

          (b) In addition,  AMS hereby agrees to pay any present or future stamp
     or  documentary  taxes and any other excise or property  taxes,  charges or
     similar  levies  which arise from any payment  made  hereunder or under any
     Note or from the  execution or delivery  of, or otherwise  with respect to,
     this Agreement or any Note ("Other Taxes").

          (c) AMS hereby  agrees to indemnify  the Agent and each Lender for the
     full amount of Taxes or Other Taxes  (including,  without  limitation,  any
     Taxes or Other Taxes  imposed on amounts  payable  under this  Section 3.5)
     paid by the Agent or such Lender and any  liability  (including  penalties,
     interest and expenses) arising therefrom or with respect thereto.  Payments
     due under this indemnification shall be made within 30 days of the date the
     Agent or such Lender makes demand therefor pursuant to Section 3.6.

          (d) Each Lender that is not incorporated  under the laws of the United
     States of America or a state thereof (each a "Non-U.S. Lender") agrees that
     it will, not less than ten Business Days after the date of this  Agreement,
     (i)  deliver  to each of AMS and the  Agent  two duly  completed  copies of
     United States  Internal  Revenue  Service Form 1001 or 4224,  certifying in
     either case that such Lender is  entitled  to receive  payments  under this
     Agreement  without  deduction or  withholding  of any United States federal
     income taxes, and (ii) deliver to each of AMS and the Agent a United States
     Internal  Revenue  Form W-8 or W-9, as the case may be, and certify that it
     is entitled to an exemption from United States backup withholding tax. Each
     Non-U.S.  Lender further undertakes to deliver to each of AMS and the Agent
     (x) renewals or additional  copies of such form (or any successor  form) on
     or before  the date that such form  expires or  becomes  obsolete,  and (y)
     after the  occurrence  of any event  requiring  a change in the most recent
     forms so delivered by it, such  additional  forms or amendments  thereto as
     may be  reasonably  requested by AMS or the Agent.  All forms or amendments
     described  in the  preceding  sentence  shall  certify  that such Lender is
     entitled to receive  payments  under this  Agreement  without  deduction or
     withholding  of any United States  federal  income  taxes,  unless an event
     (including  without limitation any change in treaty, law or regulation) has
     occurred  prior to the date on which any such delivery  would  otherwise be
     required which renders all such forms  inapplicable  or which would prevent
     such Lender from duly  completing and delivering any such form or amendment
     with respect to it and such Lender advises AMS and the Agent that it is not
     capable of  receiving  payments  without any  deduction or  withholding  of
     United States federal income tax.

          (e) For any  period  during  which a  Non-U.S.  Lender  has  failed to
     provide AMS with an  appropriate  form pursuant to clause (d) above (unless
     such failure is due to a change in treaty, law or regulation, or any change
     in  the  interpretation  or  administration  thereof  by  any  governmental
     authority,  occurring subsequent to the date on which a form originally was
     required to be  provided),  such  Non-U.S.  Lender shall not be entitled to
     indemnification under

                                       33
<PAGE>


     this  Section  3.5 with  respect to Taxes  imposed  by the  United  States;
     provided,  that, should a Non-U.S. Lender which is otherwise exempt from or
     subject  to a reduced  rate of  withholding  tax  become  subject  to Taxes
     because of its failure to deliver a form  required  under clause (d) above,
     AMS shall take such steps as such Non-U.S.  Lender shall reasonably request
     to assist such Non-U.S. Lender to recover such Taxes.

          (f) Any Lender that is entitled to an  exemption  from or reduction of
     withholding  tax with respect to payments  under this Agreement or any Note
     pursuant  to the  law of any  relevant  jurisdiction  or any  treaty  shall
     deliver to AMS (with a copy to the Agent),  at the time or times prescribed
     by  applicable  law, such  properly  completed  and executed  documentation
     prescribed  by  applicable  law as will  permit  such  payments  to be made
     without withholding or at a reduced rate.

     3.6. Lender  Statements;  Survival of Indemnity.  To the extent  reasonably
possible,  each Lender shall designate an alternate  Lending  Installation  with
respect to its  Eurodollar  Loans to reduce any  liability of AMS to such Lender
under  Sections  3.1, 3.2 and 3.5 or to avoid the  unavailability  of Eurodollar
Advances under Section 3.3, so long as such  designation is not, in the judgment
of such  Lender,  disadvantageous  to such Lender.  Each Lender shall  deliver a
written  statement  of such  Lender to AMS (with a copy to the  Agent) as to the
amount due, if any,  under Section 3.1, 3.2, 3.4 or 3.5. Such written  statement
shall set forth in  reasonable  detail the  calculations  upon which such Lender
determined such amount and shall be final,  conclusive and binding on AMS in the
absence of manifest error.  Determination of amounts payable under such Sections
in connection  with a Eurodollar  Loan shall be calculated as though each Lender
funded its  Eurodollar  Loan  through the  purchase of a deposit of the type and
maturity  corresponding  to the deposit used as a reference in  determining  the
Eurodollar  Rate  applicable  to such Loan,  whether in fact that is the case or
not.  Unless  otherwise  provided  herein,  the amount  specified in the written
statement of any Lender shall be payable on demand after  receipt by AMS of such
written  statement.  The obligations of AMS under Sections 3.1, 3.2, 3.4 and 3.5
shall survive payment of the Obligations and termination of this Agreement.

     3.7.  Substitution  of Lender.  Upon the receipt by AMS from any Lender (an
"Affected  Lender") of a claim for compensation under Section 3.1, 3.2 or 3.5 or
a notice in accordance with Section 3.3 regarding the  unavailability  of a Type
of  Advance,  AMS may:  (a)  request  the  Affected  Lender to use  commercially
reasonable efforts to obtain a replacement bank or other entity  satisfactory to
AMS to acquire and assume all or a ratable part of all of such Affected Lender's
Loans and Commitment at the face amount thereof (a  "Replacement  Lender");  (b)
request  one or more of the other  Lenders to acquire  and assume all or part of
such  Affected  Lender's  Loans and  Commitment  (which  request each such other
Lender  may  decline or agree to in its sole  discretion);  or (c)  designate  a
Replacement  Lender.  Any such designation of a Replacement  Lender under clause
(a) or (c) shall be subject  to the prior  written  consent of the Agent  (which
consent shall not unreasonably be withheld). Any transfer of Loans or Commitment
pursuant to this  Section  shall be made in  accordance  with  Section  12.3 and
Section 3.4, if applicable.

                                       34
<PAGE>


                                   ARTICLE IV
                              CONDITIONS PRECEDENT

     4.1. Effectiveness.  This Agreement shall not be effective unless AMS shall
have furnished to the Agent with sufficient copies for the Lenders:

          (a) Good Standing  Certificates.  Copies of a certificate of existence
     (or its equivalent) for each of AMS,  Holdings and UWLIC, each certified by
     the appropriate governmental officer in its jurisdiction of incorporation.

          (b)  Resolutions.  Copies,  certified  by the  Secretary  or Assistant
     Secretary  of  each  of  AMS  and  Holdings  of  its  Board  of  Directors'
     resolutions  authorizing the  transactions  described  herein and the entry
     into the Loan Documents to which AMS or Holdings, as applicable, is a party
     and  identifying  by name  and  title  the  Authorized  Officers  of AMS or
     Holdings authorized to sign the Loan Documents to which AMS or Holdings, as
     applicable,  is a  party,  and,  in  respect  of AMS,  to  make  borrowings
     hereunder.

          (c) Secretary's Certificate.  Incumbency certificates, executed by the
     Secretary or Assistant  Secretary of each of AMS and Holdings,  which shall
     identify  by name  and  title  and bear the  signatures  of the  Authorized
     Officers  identified in the  resolutions of AMS or Holdings,  respectively,
     upon which certificates the Agent and the Lenders shall be entitled to rely
     until informed of any change in writing by AMS.

          (d)  Officer's  Certificate.  A  certificate,  dated  the date of this
     Agreement,  signed by an  Authorized  Officer of AMS, in form and substance
     satisfactory  to the  Agent,  to the  effect  that:  (i) on such date (both
     before and after giving  effect to the making of the Loans  hereunder,  the
     execution and delivery of the Guaranty  Agreement and the Pledge Agreements
     and the consummation of the other transactions  contemplated  hereby and by
     the other Loan Documents  (collectively,  the "Closing  Transactions"))  no
     Default or  Unmatured  Default  has  occurred  and is  continuing;  (ii) no
     injunction or temporary  restraining  order which would prohibit the making
     of the Loans or the  consummation  of any of the Closing  Transactions,  or
     other  litigation  which  could  reasonably  be expected to have a Material
     Adverse  Effect,  is pending  or, to the best of such  Person's  knowledge,
     threatened; (iii) all orders, consents, approvals, licenses, authorizations
     or  validations  of, or  filings,  recordings  or  registrations  with,  or
     exemptions  by,  any  governmental  or  public  body or  authority,  or any
     subdivision   thereof,   required  to  make  or   consummate   the  Closing
     Transactions  have been or,  prior to the time  required,  will have  been,
     obtained, given, filed or taken and are or will be in full force and effect
     (or AMS or Holdings,  as applicable,  have obtained  effective  relief with
     respect to the application thereof) and all applicable waiting periods have
     expired;  (iv)  each of the  representations  and  warranties  set forth in
     Article V of this Agreement is true and correct on and as of such date; (v)
     since the date of the most  recent  Financial  Statements  (as  hereinafter
     defined)  delivered  to Agent,  no event or change  has  occurred  that has
     caused or evidences a Material  Adverse Effect;  and (vi) the financial and
     other information disclosed in AMS's 1999 year-end 10k financial statements
     is not materially  different than the information  disclosed in AMS's press
     release dated February 11, 2000,  regarding such year-end  information  and
     numbers.

                                       35
<PAGE>


          (e) Legal Opinion.  A written  opinion of Quarles & Brady,  counsel to
     AMS and the Guarantors,  addressed to the Agent and the Lenders in form and
     substance acceptable to the Agent and its counsel.

          (f) Letters of Direction.  Written money  transfer  instructions  with
     respect to the Loans in form and substance  acceptable to the Agent and its
     counsel  addressed  to the  Agent  and  signed  by an  Authorized  Officer,
     together with such other related money transfer authorizations as the Agent
     may have reasonably requested.

          (g) Credit Agreement. Executed originals of this Agreement in form and
     substance satisfactory to the Lenders.

          (h) Notes.  Executed  originals of such Notes as may be requested by a
     Lender  pursuant to Section  2.11 or 2.16 payable to the order of each such
     requesting Lender.

          (i) Guaranty Agreement. An executed original of the Guaranty Agreement
     in form and substance satisfactory to the Lenders.

          (j) Pledge Agreements.  Executed originals of the Pledge Agreements in
     form and substance satisfactory to the Lenders together with:

               (1) all of the pledged securities  referred to therein,  endorsed
          in blank or together with undated stock powers  executed in blank,  as
          appropriate;

               (2) all  regulatory  approvals  required in  connection  with the
          initial  pledge of the stock of each  Material i Insurance  Subsidiary
          shall have been obtained and remain in full force and effect; and

               (3)  evidence  that  all  other  actions  necessary  or,  in  the
          reasonable opinion of the Agent,  desirable to perfect and protect the
          security  interests  purported to be created by the Pledge  Agreements
          have been taken or will be taken  promptly  after the Initial  Closing
          Date.

          (k) Other  Loan  Documents.  Executed  originals  of such  other  Loan
     Documents in form and substance satisfactory to the Lenders,  together with
     all schedules, exhibits, certificates, instruments, opinions, documents and
     financial  statements required to be delivered pursuant hereto and thereto,
     also in form and substance satisfactory to the Lenders.

          (l) Solvency  Certificate.  A written  solvency  certificate  from the
     chief  financial  officer of AMS in form and  content  satisfactory  to the
     Agent,  dated  the  date of this  Agreement,  with  respect  to the  value,
     solvency and other factual  information of, or relating to, as the case may
     be,  AMS and its  Subsidiaries,  taken as a whole,  both  before  and after
     giving effect to the Closing Transactions.

                                       36
<PAGE>


          (m) Regulatory Matters.  Receipt of any required regulatory  approvals
     from any Governmental Authority with respect to the Closing Transactions.

          (n) Indebtedness.  On the Initial Closing Date and after giving effect
     to  the  consummation  of  the  transactions  described  herein,  the  only
     Indebtedness  of  AMS  and  its  Subsidiaries  shall  consist  of  (a)  the
     Obligations  incurred  pursuant to the Loan Documents and (b)  Indebtedness
     reflected on Schedule 5.28 (other than  Indebtedness in a principal  amount
     not exceeding $50,000 for a single item of Indebtedness and $100,000 in the
     aggregate for all such Indebtedness listed).

          (o)  Payment  of Fees and  Expenses.  All  costs,  fees  and  expenses
     (including,  without limitation,  reasonable legal fees and expenses),  and
     all other  compensation  contemplated  by this  Agreement or the other Loan
     Documents, due to the Agent shall have been paid to the extent due.

          (p)  Insurance.  The Agent shall have  received  evidence of insurance
     complying  with the terms hereof for the business and properties of AMS and
     its  Subsidiaries,  in form and substance  reasonably  satisfactory  to the
     Agent.

          (q) Other.  Such  other  documents  as the Agent,  any Lender or their
     counsel  may have  reasonably  requested  including  information  regarding
     litigation, tax, accounting,  labor, insurance, pension liabilities (actual
     or contingent),  real estate leases,  material contracts,  debt agreements,
     property ownership, and contingent liabilities of AMS and its Subsidiaries.

     4.2. Each Advance and Swing Line Loan. The Lenders shall not be required to
make any Advance (other than an Advance that, after giving effect thereto and to
the application of the proceeds thereof,  does not increase the aggregate amount
of outstanding Advances) and the Swing Line Lender shall not be required to make
any Swing Line Loan, unless on the applicable Borrowing Date:

          (a) There exists no Default or Unmatured Default.

          (b)  The  representations  and  warranties  contained in Article V are
               true and correct in all  material  respects as of such  Borrowing
               Date except to the extent any such  representation or warranty is
               stated to relate  solely to an earlier  date,  in which case such
               representation  or  warranty  shall have been true and correct on
               and as of such earlier date.

          (c)  All legal matters incident to the making of such Advance or Swing
               Line Loan shall be satisfactory to the Lenders and their counsel.

     Each  Borrowing  Notice with  respect to each such Advance and each request
for a Swing Line Loan shall constitute a representation and warranty by AMS that
the  conditions  contained in Section  4.2(a) and (b) have been  satisfied.  Any
Lender may require a duly completed compliance  certificate in substantially the
form of Exhibit A as a condition to making an Advance.

                                       37
<PAGE>


                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     AMS  represents  and  warrants to the Lenders  that,  both before and after
giving effect to the Closing Transactions:

     5.1.  Existence  and  Standing.  Each  of  AMS  and  each  Subsidiary  is a
corporation, partnership (in the case of Subsidiaries only) or limited liability
company duly and properly incorporated or organized, as the case may be, validly
existing  and (to the  extent  such  concept  applies  to such  entity)  in good
standing under the laws of its jurisdiction of incorporation or organization and
has all  requisite  authority  to conduct its business in each  jurisdiction  in
which its business is  conducted,  except where the failure to be so  qualified,
licensed  or  authorized  could not  reasonably  be  expected to have a Material
Adverse Effect.

     5.2. Authorization and Validity. Each of AMS and Holdings has the power and
authority and legal right to execute and deliver the Loan  Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by AMS and  Holdings  of the  Loan  Documents  to  which  it is a party  and the
performance of its  obligations  thereunder  have been duly authorized by proper
corporate  proceedings,  and the Loan  Documents  to which each such Person is a
party constitute legal, valid and binding obligations of such Person enforceable
against such Person in accordance with their terms, except as enforceability may
be limited by bankruptcy,  insolvency or similar laws affecting the  enforcement
of creditors' rights generally.

     5.3. No Conflict; Government Consent. Neither the execution and delivery by
any of AMS or  Holdings  of the Loan  Documents  to  which  it is a  party,  the
consummation of the Closing  Transactions  nor compliance with the provisions of
the Loan Documents will, or at the relevant time did, violate (a) any law, rule,
regulation   (including   Regulations  T,  U  and  X),  order,  writ,  judgment,
injunction, decree or award binding on AMS or any of its Subsidiaries, (b) AMS's
or  any  of  its   Subsidiaries'   articles  or  certificate  of  incorporation,
partnership  agreement,  certificate of partnership,  articles or certificate of
organization,  by-laws, or operating or other management agreement,  as the case
may be, or (c) the provisions of any indenture, instrument or agreement to which
AMS or any of its Subsidiaries is a party or is subject,  or by which it, or its
Property,  is bound,  or conflict  with or constitute a default  thereunder,  or
result in, or require,  the creation or  imposition of any Lien in, of or on the
Property of AMS or any Subsidiary  pursuant to the terms of any such  indenture,
instrument  or  agreement,  except  for any  violation  of any such  law,  rule,
regulation,  order,  writ,  judgment,   injunction,  decree,  award,  indenture,
instrument or agreement that could not reasonably be expected to have a Material
Adverse Effect.  Except as set forth in Schedule 5.3 hereto, no order,  consent,
adjudication,  approval,  license,  authorization,  or validation of, or filing,
recording or  registration  with, or exemption by, or other action in respect of
any  Governmental  Authority,  or any subdivision  thereof,  or any other Person
(including  without limitation the stockholders of any Person) is required to be
obtained by AMS

                                       38
<PAGE>


or any  Subsidiary  in  connection  with the  execution and delivery of the Loan
Documents,  the borrowings under this Agreement,  the payment and performance by
AMS of the Obligations, the execution and delivery of the Guaranty Agreement and
the  Pledge   Agreements  or  the   legality,   validity,   binding   effect  or
enforceability  of any of the Loan Documents or the  consummation  of any of the
Closing Transactions.

     5.4. Financial  Statements.  AMS has heretofore  furnished to the Agent and
each of the Lenders (a) the  December 31, 1998  audited  consolidated  financial
statements of AMS and its Subsidiaries, (b) the unaudited consolidated financial
statements  of AMS and its  Subsidiaries  through  September  30, 1999,  (c) the
December 31, 1998 audited Annual Statement of each Material Insurance Subsidiary
and (d) the September 30, 1999  Quarterly  Statement of each Material  Insurance
Subsidiary  (collectively,  the "Financial  Statements").  Each of the Financial
Statements  was  prepared  in  accordance  with  GAAP  or  statutory  accounting
practices, as applicable,  and (in the case of the Financial Statements prepared
in accordance with GAAP) fairly presents the  consolidated  financial  condition
and operations of AMS and its  Subsidiaries  at such dates and the  consolidated
results of their  operations for the respective  periods then ended (except,  in
the case of such unaudited statements, for normal year-end audit adjustments).

     5.5.  Material Adverse Change.  Since September 30, 1999, there has been no
change in the business, Property, prospects,  performance,  condition (financial
or otherwise) or operations of AMS and its  Subsidiaries  which could reasonably
be expected to have a Material Adverse Effect.

     5.6. Taxes. AMS and each of its  Subsidiaries  have filed all United States
federal tax returns and all other tax returns which are required to be filed and
have paid all taxes due pursuant to said  returns or pursuant to any  assessment
received by AMS or any such Subsidiary,  except such taxes, if any, as are being
contested in good faith and as to which adequate  reserves have been provided in
accordance with Agreement Accounting Principles or SAP, as applicable, and as to
which no Lien  exists.  The  United  States  income  tax  returns of AMS and its
Subsidiaries  have been  audited by the  Internal  Revenue  Service  through the
fiscal year ended  December 31, 1987. No tax liens have been filed and no claims
are being  asserted  with respect to any such taxes.  The charges,  accruals and
reserves  on the books of AMS and its  Subsidiaries  in  respect of any taxes or
other  governmental   charges  are  in  accordance  with  Agreement   Accounting
Principles or SAP, as applicable.

     5.7.  Litigation  and  Contingent  Obligations.  There  is  no  litigation,
arbitration,  governmental  investigation,  proceeding or inquiry pending or, to
the knowledge of any of their officers,  threatened  against or affecting AMS or
any of its  Subsidiaries  which could  reasonably be expected to have a Material
Adverse  Effect or which  seeks to  prevent,  enjoin or delay the  making of any
Loans or the  consummation  of any other  Closing  Transaction.  Other  than any
liability  incident to any litigation,  arbitration or proceeding that could not
reasonably be expected to have a Material Adverse Effect,  none of AMS or any of
its  Subsidiaries  has any material  contingent  obligations not provided for or
disclosed in the Financial Statements.

                                       39
<PAGE>


     5.8.   Subsidiaries.   Schedule  5.8  contains  an  accurate  list  of  all
Subsidiaries  of AMS as of the  date  of this  Agreement,  setting  forth  their
respective  jurisdictions of organization and the percentage of their respective
capital stock or other ownership  interests owned by AMS or other  Subsidiaries.
All of the issued and  outstanding  shares of capital  stock or other  ownership
interests  of such  Subsidiaries  have been (to the  extent  such  concepts  are
relevant with respect to such ownership  interests)  duly  authorized and issued
and are fully paid and non-assessable.

     5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in
the  aggregate  exceed  $250,000.  Neither  AMS  nor  any  other  member  of the
Controlled Group maintains,  or is obligated to contribute to, any Multiemployer
Plans.  Each  Plan  complies  in  all  material  respects  with  all  applicable
requirements  of law and  regulations,  no  Reportable  Event has occurred  with
respect to any Plan,  neither AMS nor any other member of the  Controlled  Group
has withdrawn from any Plan or initiated  steps to do so, and no steps have been
taken to reorganize or terminate any Plan.

     5.10. Accuracy of Information. No information,  exhibit or report furnished
by AMS or any of its  Subsidiaries  to the Agent or to any Lender in  connection
with the  negotiation of, or compliance  with, the Loan Documents  contained any
material  misstatement  of fact or omitted to state a material  fact or any fact
necessary to make the statements contained therein not misleading.

     5.11. Federal Reserve Regulations.  Neither AMS nor any of its Subsidiaries
is engaged,  directly or  indirectly,  principally,  or as one of its  important
activities,  in the business of  extending,  or arranging  for the extension of,
credit for the purpose of  purchasing or carrying  Margin Stock.  No part of the
proceeds of any Loan will be used in a manner which would violate,  or result in
a violation of,  Regulation T,  Regulation U or Regulation X. Neither the making
of any Loan  hereunder  nor the use of the  proceeds  thereof will violate or be
inconsistent  with the provisions of Regulation T, Regulation U or Regulation X.
Following  the  application  of the proceeds of the Loans,  less than 25% of the
value (as  determined  by any  reasonable  method)  of the assets of AMS and its
Subsidiaries  which are  subject to any  limitation  on sale,  pledge,  or other
restriction  hereunder  taken as a whole have  been,  and will  continue  to be,
represented by Margin Stock.

     5.12. Material Agreements. Neither AMS nor any Subsidiary is a party to any
agreement or instrument or subject to any charter or other corporate restriction
which could  reasonably be expected to have a Material  Adverse Effect.  Neither
AMS  nor  any  Subsidiary  is in  default  in  the  performance,  observance  or
fulfillment of any of the obligations,  covenants or conditions contained in (a)
any agreement to which it is a party, which default could reasonably be expected
to have a Material Adverse Effect or (b) any agreement or instrument  evidencing
or governing any Material Indebtedness.

     5.13. Compliance With Laws. AMS and its Subsidiaries have complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic
or  foreign   government  or  any   instrumentality  or  agency  thereof  having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Property except for any failure to

                                       40
<PAGE>


comply with any of the foregoing  which could not reasonably be expected to have
a Material Adverse Effect.

     5.14. Ownership of Properties.  On the date of this Agreement,  AMS and its
Subsidiaries  have good title,  free of all Liens other than Permitted Liens, to
all of the  Property  and assets  reflected  in AMS's most  recent  consolidated
financial statements provided to the Agent as owned by AMS and its Subsidiaries.

     5.15. Plan Assets; Prohibited Transactions.  AMS is not an entity deemed to
hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of an employee
benefit  plan (as defined in Section  3(3) of ERISA) which is subject to Title I
of ERISA or any plan  (within  the  meaning  of Section  4975 of the Code),  and
neither the execution of this Agreement nor the making of Loans  hereunder gives
rise to a prohibited  transaction  within the meaning of Section 406 of ERISA or
Section 4975 of the Code.

     5.16.  Environmental  Matters. In the ordinary course of its business,  the
officers of AMS consider the effect of Environmental Laws on the business of AMS
and its  Subsidiaries,  in the  course  of  which  they  identify  and  evaluate
potential risks and liabilities  accruing to AMS due to  Environmental  Laws. On
the basis of this  consideration,  AMS has  concluded  that  Environmental  Laws
cannot reasonably be expected to have a Material Adverse Effect. Neither AMS nor
any  of its  Subsidiaries  has  received  any  notice  to the  effect  that  its
operations  are not in  material  compliance  with  any of the  requirements  of
applicable  Environmental  Laws or are  the  subject  of any  federal  or  state
investigation  evaluating  whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance  or  remedial  action  could  reasonably  be  expected  to have a
Material Adverse Effect.

     5.17.  Investment  Company  Act.  Neither  AMS  nor  any  Subsidiary  is an
"investment  company"  or a company  "controlled"  by an  "investment  company",
within the meaning of the Investment Company Act of 1940, as amended.

     5.18. Public Utility Holding Company Act. Neither AMS nor any Subsidiary 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.

     5.19.  Insurance.  AMS and its  Subsidiaries  maintain  insurance  on their
Property with such companies,  in such amounts and covering such risks as is, in
each case, consistent with sound business practice.

     5.20.   Solvency.   Immediately  after  the  consummation  of  the  Closing
Transactions and immediately  following the making of each Loan, if any, made on
the date hereof and after giving  effect to the  application  of the proceeds of
such Loans,  (a) the fair value of the assets of AMS and its  Subsidiaries  on a
consolidated basis, at a fair valuation,  will exceed the debts and liabilities,
subordinated,  contingent  or  otherwise,  of  AMS  and  its  Subsidiaries  on a
consolidated

                                       41
<PAGE>


basis;  (b)  the  present  fair  saleable  value  of the  assets  of AMS and its
Subsidiaries  on a consolidated  basis will be greater than the amount that will
be required  to pay the  probable  liability  of AMS and its  Subsidiaries  on a
consolidated  basis  on  their  debts  and  other   liabilities,   subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured;  (c) AMS and its  Subsidiaries on a consolidated  basis will be able to
pay their debts and liabilities,  subordinated, contingent or otherwise, as such
debts  and  liabilities  become  absolute  and  matured;  and  (d)  AMS  and its
Subsidiaries on a consolidated  basis will not have  unreasonably  small capital
with  which to  conduct  the  businesses  in  which  they  are  engaged  as such
businesses  are now  conducted  and are proposed to be conducted  after the date
hereof.

     5.21.  Year 2000.  AMS has made a full and complete  assessment of the Year
2000 Issues. Based on such assessment,  AMS does not reasonably  anticipate that
Year 2000 Issues will have a Material Adverse Effect.

     5.22.  Insurance  Licenses.  Schedule 5.22 hereto lists the jurisdiction of
domicile of each Material Insurance  Subsidiary,  the line or lines of insurance
in which each Material Insurance  Subsidiary is engaged and the jurisdictions in
which each Material  Insurance  Subsidiary  holds a License and is authorized to
transact insurance business,  in each case as of the date of this Agreement.  No
License,  the loss of which  could  reasonably  be  expected  to have a Material
Adverse Effect, is the subject of a proceeding for suspension or revocation.  To
AMS's  knowledge,   there  is  no  sustainable  basis  for  such  suspension  or
revocation,  and no such  suspension  or revocation  has been  threatened by any
Governmental Authority. To AMS's knowledge, no Material Insurance Subsidiary has
received written notice from any Governmental  Authority that it is deemed to be
"commercially  domiciled" for insurance  regulatory purposes in any jurisdiction
other than that indicated on Schedule 5.22.

     5.23.  Reinsurance.  Schedule  5.23 lists all ceded or assumed  reinsurance
agreements to which any Material Insurance Subsidiary is, as of the date of this
Agreement,  a party,  which are  currently  in force,  and under  which there is
liability  by  either  party  to  the  agreement  (collectively,  the  "Existing
Reinsurance Agreements"). Each of the Existing Reinsurance Agreements is in full
force and effect,  is valid and binding in all material  respects in  accordance
with its terms,  and, as of the date hereof,  no Material  Insurance  Subsidiary
has, to AMS's  knowledge,  received  notice (other than  provisional  notices of
cancellation  received in the ordinary  course of business) that any other party
to an  in-force  Existing  Reinsurance  Agreement  will cancel or not renew such
agreement, which cancellation or nonrenewal could reasonably be expected to have
a Material  Adverse Effect.  AMS has no knowledge as of the date hereof that any
amount recoverable by any Material Insurance Subsidiary pursuant to any Existing
Reinsurance  Agreement is not fully  collectible in due course. To the knowledge
of AMS, no Material  Insurance  Subsidiary is in default in any material respect
as to any Existing Reinsurance Agreement.  Except as disclosed in Schedule 5.23,
each  Material  Insurance  Subsidiary  is  entitled  to take full  credit in its
statutory  financial   statements  for  ceded  reinsurance  under  the  Existing
Reinsurance   Agreements  pursuant  to  applicable  insurance  laws.  Except  as
disclosed in Schedule  5.23,  there is no claim under any  Existing  Reinsurance
Agreement  in excess of  $100,000  which is  disputed by any other party to such
agreement.

                                       42
<PAGE>


     5.24.  Reserves.  Except as set forth on Schedule  5.24,  each  reserve and
other material liability amount in respect of the insurance business, including,
without  limitation,  material reserve and other material  liability  amounts in
respect of insurance policies of each Material Insurance Subsidiary, established
or reflected in the SAP  Financial  Statements  for the year ended  December 31,
1998 of such Material  Insurance  Subsidiary,  was determined in accordance with
generally accepted actuarial standards  consistently  applied, was fairly stated
in accordance  with sound  actuarial  principles and was in compliance  with the
requirements  of the  insurance  laws,  rules  and  regulations  of its state of
domicile as of the date thereof.  Each Material Insurance Subsidiary owns assets
that qualify as admitted assets under applicable law in an amount at least equal
to the sum of all such reserves and liability  amounts and its minimum Statutory
Capital and Surplus as required by the insurance laws,  rules and regulations of
its state of domicile.

     5.25.  UWLIC Capital and Surplus.  As of the date of this Agreement,  UWLIC
has a Statutory Capital and Surplus of at least $140,000,000.

     5.26.  Defaults.  No Default  or  Unmatured  Default  has  occurred  and is
continuing.

     5.27.  Certain Fees.  No broker's or finder's fee or commission  was, is or
will be payable by AMS or any Subsidiary with respect to any of the transactions
contemplated  by this  Agreement or any other  Closing  Transaction.  AMS hereby
agrees to  indemnify  the Agent and the Lenders  against and agrees that it will
hold each of them harmless  from any claim,  demand or liability for broker's or
finder's fees or commissions  alleged to have been incurred by AMS or any of its
Subsidiaries  in connection  with any of the  transactions  contemplated by this
Agreement or any other Closing Transaction and any expenses (including,  without
limitation,  attorneys'  fees and time charges of attorneys for the Agent or any
Lender,  which attorneys may be employees of the Agent or any Lender) arising in
connection  with any such claim,  demand or  liability.  No other similar fee or
commissions  will be payable  by AMS or any  Subsidiary  for any other  services
rendered  to AMS  or  any  Subsidiary  ancillary  to  any  of  the  transactions
contemplated by this Agreement or any other Closing Transaction.

     5.28.  Indebtedness.  Attached  hereto as Schedule  5.28 is a complete  and
correct list of all Indebtedness of AMS and its Subsidiaries  outstanding on the
date of this  Agreement  (other  than  Indebtedness  in a  principal  amount not
exceeding  $50,000  for a  single  item  of  Indebtedness  and  $100,000  in the
aggregate for all such  Indebtedness  listed),  showing the aggregate  principal
amount which was  outstanding  on such date after  giving  effect to the Closing
Transactions.

     5.29.  Employee  Controversies.  There are no strikes,  work  stoppages  or
controversies  pending or threatened  between AMS or any of its Subsidiaries and
any of its  employees,  other than employee  grievances  arising in the ordinary
course of business, which, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

     5.30.  Dividends.  No  Insurance  Subsidiary  is subject to any  regulatory
prohibition  regarding  the  declaration  or  payment of  dividends  that is not
generally  applicable to all insurance companies which are domiciled in the same
jurisdiction  and are  engaged in the same line of  business  as such  Insurance
Subsidiary.

                                       43
<PAGE>


     5.31.  Security.  Each Pledge Agreement is effective to create and give the
Agent,  for the benefit of the  Lenders,  as security  for the  repayment of the
obligations  secured thereby,  a legal,  valid and perfected first priority Lien
upon and security  interest in the capital  stock pledged  thereunder,  which is
enforceable in accordance with the terms of such Pledge Agreement.


                                   ARTICLE VI
                                    COVENANTS

     During  the term of this  Agreement,  unless  the  Required  Lenders  shall
otherwise consent in writing:

     6.1.  Financial  Reporting.   AMS  will  maintain,   for  itself  and  each
Subsidiary,  a system of accounting  established and  administered in accordance
with GAAP, consistently applied, and furnish to the Lenders:

          (a) As soon as  practicable  and in any event within 90 days after the
     close  of  each  of  its  Fiscal   Years,   an   unqualified   (except  for
     qualifications  relating to changes in  accounting  principles or practices
     reflecting  changes in GAAP and  required or approved by AMS's  independent
     certified  public   accountants)  audit  report  certified  by  independent
     certified  public  accountants  acceptable  to  the  Lenders,  prepared  in
     accordance  with  Agreement  Accounting  Principles on a  consolidated  and
     consolidating basis (consolidating statements need not be certified by such
     accountants) for itself and its  Subsidiaries,  including balance sheets as
     of the end of such  period  and  related  statements  of  income,  retained
     earnings and cash flows,  accompanied by (i) any management letter prepared
     by said  accountants,  (ii) a certificate of said accountants  that, in the
     course  of their  examination  necessary  for  their  certification  of the
     foregoing,  they have  obtained no  knowledge  of any Default or  Unmatured
     Default,  or if,  in the  opinion  of  such  accountants,  any  Default  or
     Unmatured Default shall exist,  stating the nature and status thereof,  and
     (iii) a letter from said accountants addressed to the Lenders acknowledging
     that the Lenders are extending credit in primary reliance on such financial
     statements and authorizing such reliance.

          (b) As soon as  practicable  and in any event within 60 days after the
     close of each Fiscal Quarter, for itself and its Subsidiaries, consolidated
     and  consolidating  unaudited  balance  sheets as at the close of each such
     period and consolidated and  consolidating  statements of income,  retained
     earnings  and cash flows for the period from the  beginning  of such fiscal
     year to the end of such quarter,  all prepared in accordance with Agreement
     Accounting Principles and certified by its chief financial officer.

          (c) (i) Upon the  earlier of (A)  fifteen  days  after the  regulatory
     filing date or (B) March 15 of each Fiscal Year of each Material  Insurance
     Subsidiary,  copies of the  unaudited  Annual  Statement  of such  Material
     Insurance  Subsidiary,  certified  by the chief  financial  officer of such
     Material  Insurance  Subsidiary,  all such  statements  to be  prepared  in
     accordance with

                                       44
<PAGE>


     SAP consistently  applied throughout the periods reflected therein and (ii)
     no later than each June 15, copies of annual  financial  statements of such
     Material Insurance Subsidiary, prepared in accordance with SAP, audited and
     certified  by  independent   certified  public  accountants  of  recognized
     national standing.

          (d) Upon the earlier of (i) ten (10) days after the regulatory  filing
     date or (ii) 60 days  after  the close of each of the  first  three  Fiscal
     Quarters of each Fiscal Year of each Material Insurance Subsidiary,  copies
     of the Quarterly Statement of each of the Material Insurance  Subsidiaries,
     certified  by the  chief  financial  officer  of  such  Material  Insurance
     Subsidiary,  all such  statements  to be  prepared in  accordance  with SAP
     consistently applied through the period reflected herein.

          (e)  Promptly  and in any event  within  ten days  after (i)  learning
     thereof,  notification  of any changes  after the date hereof in the rating
     given by A.M.  Best & Co. in respect of any Insurance  Subsidiary  and (ii)
     receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating
     to any Insurance Subsidiary.

          (f) As soon as  available  and in any event  within 90 days  after the
     close  of  each  Fiscal  Year,  a  "Statement  of  Actuarial  Opinion"  and
     "Management  Discussion  and  Analysis"  including  review of year-end loss
     reserves for each Material  Insurance  Company (prepared in accordance with
     SAP) for such Fiscal Year by an actuary reasonably acceptable to Agent (who
     may be an employee of American  Medical  Security,  Inc.) as filed with the
     applicable   regulatory   insurance   authority  in  compliance   with  the
     requirements thereof (or a report containing equivalent information for any
     Material  Insurance  Company not so required to file the foregoing with the
     applicable regulatory insurance authority).

          (g) Copies of any other actuarial  certificates  prepared with respect
     to any Material Insurance Subsidiary, promptly after the receipt thereof.

          (h) As soon as  available,  but in any event  within 90 days after the
     beginning  of each  Fiscal  Year of AMS,  a copy of the plan  and  forecast
     (including a projected consolidated and consolidating balance sheet, income
     statement and funds flow  statement) of AMS and its  Subsidiaries  for such
     Fiscal Year.

          (i) Together with the financial statements required by clauses (a) and
     (b) above, a compliance  certificate in substantially the form of Exhibit A
     signed by its chief financial officer showing the calculations necessary to
     determine  compliance  with this  Agreement  and stating that no Default or
     Unmatured  Default exists,  or if any Default or Unmatured  Default exists,
     stating the nature and status thereof.

          (j) Within 270 days after the close of each Fiscal  Year,  a statement
     of the Unfunded Liabilities of each Single Employer Plan, if any, certified
     as correct by an actuary enrolled under ERISA.

                                       45
<PAGE>


          (k) As soon as  possible  and in any event  within  10 days  after AMS
     knows that any  Reportable  Event has occurred  with respect to any Plan, a
     statement,  signed by the chief financial  officer of AMS,  describing said
     Reportable  Event and the action proposed to be taken with respect thereto,
     and as soon as  possible  and in any  event  within  ten  (10)  days  after
     learning  thereof,  notification of any Lien imposed by the PBGC or the IRS
     on the assets of any member of the Controlled  Group in respect of any Plan
     maintained by any such member (or any other employee  pension  benefit plan
     as to which any such member may be liable)  which,  together  with all such
     Liens,  relates to  liabilities  in excess of ten  percent of the net worth
     (determined  according  to GAAP and without  reduction  for any reserve for
     such liabilities) of AMS and its Subsidiaries.

          (l) As soon as possible and in any event within 10 days after  receipt
     by AMS or any of its Subsidiaries, a copy of (i) any notice or claim to the
     effect  that  AMS or any of its  Subsidiaries  is or may be  liable  to any
     Person as a result of the release by AMS,  any of its  Subsidiaries  or any
     other  Person  of any  toxic  or  hazardous  waste  or  substance  into the
     environment,  and (ii) any notice  alleging  any  violation of any federal,
     state or local environmental,  health or safety law or regulation by AMS or
     any of its  Subsidiaries  which could,  in the case of either clause (i) or
     (ii), reasonably be expected to have a Material Adverse Effect.

          (m) Promptly upon the furnishing  thereof to the  shareholders  of AMS
     copies  of all  financial  statements,  reports  and  proxy  statements  so
     furnished.

          (n)  Promptly  upon the  filing  thereof,  copies of all  registration
     statements and annual,  quarterly,  monthly or other regular  reports which
     AMS or any of its  Subsidiaries  files  with the  Securities  and  Exchange
     Commission,  the National Association of Securities Dealers, any securities
     exchange,  the NAIC or any insurance  commission or department or analogous
     Governmental  Authority  (including without limitation,  any filing made by
     AMS or any  Subsidiary  pursuant to any  insurance  holding  company act or
     related  rules or  regulations),  but  excluding  routine  or  non-material
     filings  with  the  NAIC,  any  insurance  commissioner  or  department  or
     analogous  Governmental  Authority (such routine or non-material filings to
     include,  but not be  limited  to,  (i)  new or  renewal  applications  for
     licensure as a third party  administrator,  managing general agent,  agent,
     agency,  adjuster,  multiple  employer  trust,  multiple  employer  welfare
     arrangement,  managed care  organization,  utilization  review agent or any
     related filing, (ii) Form B or Form C filings, (iii) Form D filings made in
     the ordinary  course of business,  (iv)  applications  for a Certificate of
     Authority  to act as a  foreign  life,  health  or  accident  insurer,  (v)
     Secretary of State or County Clerk  filings,  or (vi) State  Department  of
     Commerce or Department of Financial  Institution  filings including but not
     limited to UCC filings or renewals.

          (o)  Promptly  and in any event  within ten (10) days  after  learning
     thereof, notification of (i) any tax assessment, demand, notice of proposed
     deficiency  or  notice  of   deficiency   received  by  AMS  or  any  other
     Consolidated  Person or (ii) the filing of any tax Lien or  commencement of
     any judicial proceeding by or against any such Consolidated  Person, if any
     such assessment,  demand,  notice, Lien or judicial proceeding (or all such
     assessments,  demands,  notices,  Liens and  judicial  proceedings,  in the
     aggregate) relates to tax liabilities in excess of ten percent (10%) of the
     net worth (determined according to generally accepted accounting standards

                                       46
<PAGE>


     and without  reduction for any reserve for such liabilities) of AMS and its
     Subsidiaries taken as a whole.

          (p) Such other information (including,  without limitation, the annual
     Best's  Advance  Report  Service  report  prepared  with  respect  to  each
     Insurance  Subsidiary  rated by A.M. Best & Co.) as the Agent or any Lender
     may from time to time reasonably request.

     6.2. Use of Proceeds.  AMS will, and will cause each Subsidiary to, use the
proceeds  of the  Loans  to meet  the  general  corporate  needs  of AMS and its
Subsidiaries  and to repay in full the  outstanding  Indebtedness of AMS and its
Subsidiaries,  and  each of  them,  other  than the  Indebtedness  reflected  on
Schedule 5.28 (or Indebtedness in a principal amount not exceeding $50,000 for a
single  item  of  Indebtedness  and  $100,000  in the  aggregate  for  all  such
Indebtedness)  and  approved  by  Agent.  AMS will not,  nor will it permit  any
Subsidiary  to, use any of the  proceeds  of the Loans to  purchase or carry any
"margin  stock" (as defined in  Regulation  U) or to finance the Purchase of any
Person which has not been approved and recommended by the Board of Directors (or
functional equivalent thereof) of such Person.

     6.3.  Notice of Default.  AMS will, and will cause each Subsidiary to, give
prompt notice in writing to the Lenders of (a) the  occurrence of any Default or
Unmatured  Default,  (b) the occurrence of any other  development,  financial or
otherwise (including, without limitation, developments with respect to Year 2000
Issues),  relating  specifically to AMS or any of its Subsidiaries (and not of a
general economic or political nature) which could reasonably be expected to have
a Material  Adverse Effect,  (c) the receipt of any notice from any Governmental
Authority of the expiration without renewal, revocation or suspension of, or the
institution  of any  proceedings  to  revoke  or  suspend,  any  License  now or
hereafter  held  by any  Insurance  Subsidiary  which  is  required  to  conduct
insurance  business in compliance  with all applicable  laws and regulations and
the expiration,  revocation or suspension of which could  reasonably be expected
to have a Material  Adverse  Effect,  (d) the  receipt  of any  notice  from any
Governmental  Authority  of  the  institution  of any  disciplinary  proceedings
against or in respect of any Insurance Subsidiary, or the issuance of any order,
the taking of any action or any request for an extraordinary  audit for cause by
any Governmental  Authority which, if adversely determined,  could reasonably be
expected to have a Material Adverse Effect,  (e) any judicial or  administrative
order limiting or controlling the insurance business of any Insurance Subsidiary
(and not the insurance industry  generally) which has been issued or adopted and
which has had,  or could  reasonably  be expected  to have,  a Material  Adverse
Effect,  or (f) the  commencement  of any litigation  which could  reasonably be
expected to create a Material Adverse Effect.

     6.4. Conduct of Business.  AMS will, and will cause each Subsidiary to, (a)
carry on and conduct its business only in  substantially  the same manner and in
substantially  the same fields of enterprise as it is presently  conducted,  (b)
with respect to each Insurance Subsidiary, only engage in the life, accident and
health  insurance  business,   (c)  do  all  things  necessary  to  remain  duly
incorporated,  validly  existing  and in good  standing in its  jurisdiction  of
incorporation  and its  jurisdiction  of domicile  and  maintain  all  requisite
authority  to  conduct  its  business  in each other  jurisdiction  in which its
business is  conducted,  and (d) do all things  necessary  to renew,  extend and
continue in effect all Licenses which may at any time and from

                                       47
<PAGE>


time to time be necessary for any Insurance  Subsidiary to operate its insurance
business in compliance with all applicable laws and regulations;  provided, that
any  Insurance  Subsidiary  may withdraw from one or more states (other than its
state of domicile) as an admitted  insurer if such  withdrawal  is determined by
such  Insurance  Subsidiary's  Board of Directors to be in the best  interest of
such  Insurance  Subsidiary  and  could not  reasonably  be  expected  to have a
Material Adverse Effect. No Material Insurance Subsidiary shall change its state
of domicile or  incorporation  without the prior written consent of the Required
Lenders,  which shall not unreasonably be withheld or delayed. Each Wholly-Owned
Subsidiary in existence as of the date of this Agreement  shall continue to be a
Wholly-Owned  Subsidiary;  provided,  that  all  of  the  capital  stock  of any
Subsidiary  (other  than  UWLIC) may be sold in  compliance  with  Section  6.13
hereof.

     6.5.  Taxes.  AMS will,  and will cause each  Subsidiary  to,  timely  file
complete and correct  United States federal and  applicable  foreign,  state and
local tax returns  required by law and pay when due all taxes,  assessments  and
governmental  charges  and levies upon it or its  income,  profits or  Property,
except those which are being contested in good faith by appropriate  proceedings
and with respect to which  adequate  reserves  have been set aside in accordance
with Agreement Accounting Principles.

     6.6. Insurance.  AMS will, and will cause each Subsidiary to, maintain with
financially  sound and  reputable  insurance  companies  insurance  on all their
Property in such amounts and  covering  such risks as is  consistent  with sound
business practice,  and AMS will furnish to the Agent or any Lender upon request
full information as to the insurance carried.

     6.7.  Compliance  with Laws. AMS will,  and will cause each  Subsidiary to,
comply with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject including,  without limitation, all
Environmental  Laws,  the  failure to comply  with  which  could  reasonably  be
expected to have a Material Adverse Effect.

     6.8.  Maintenance of Properties.  AMS will, and will cause each  Subsidiary
to, do all things necessary to maintain, preserve, protect and keep its Property
in good repair,  working order and condition,  and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times.

     6.9.  Inspection.  AMS will, and will cause each  Subsidiary to, permit the
Agent and the  Lenders,  by their  respective  representatives  and  agents,  to
inspect  any of the  Property,  books  and  financial  records  of AMS  and  its
Subsidiaries,  to examine  and make  copies of the books of  accounts  and other
financial  records  of AMS and its  Subsidiaries,  and to discuss  the  affairs,
finances and accounts of AMS and its Subsidiaries  with, and to be advised as to
the same by, their respective officers at such reasonable times and intervals as
the Agent or any Lender may designate;  provided,  that so long as no Default or
Unmatured  Default has  occurred  and is  continuing,  the Agent and the Lenders
shall provide advance notice of any inspection or examination.  AMS will keep or
cause  to be  kept,  and  cause  each  Subsidiary  to keep or  cause to be kept,
appropriate  records  and books of account in which  complete  entries are to be
made

                                       48
<PAGE>


reflecting its and their business and financial transactions, such entries to be
made in accordance with Agreement  Accounting  Principles or SAP, as applicable,
consistently applied.

     6.10.  Dividends.  AMS will not,  nor will it  permit  any  Subsidiary  to,
declare or pay any  dividends  or make any  distributions  on its capital  stock
(other than dividends payable in its own capital stock) or redeem, repurchase or
otherwise  acquire or retire any of its capital  stock at any time  outstanding,
except that (i) any  Subsidiary  may declare and pay dividends to a Wholly-Owned
Subsidiary  or to AMS,  and  (ii)  AMS may  repurchase  its  outstanding  stock,
provided  that any such  repurchases  after the date  hereof  shall  not  exceed
$7,200,000 in the aggregate.

     6.11.  Indebtedness.  AMS will not, nor will it permit any  Subsidiary  to,
create, incur or suffer to exist any Indebtedness, except:

          (a) the Loans;

          (b) Indebtedness existing on the Initial Closing Date and described in
     Schedule  5.28 and  refinancings  thereof or  amendments  or  modifications
     thereto  which do not have the effect of increasing  the  principal  amount
     thereof or  changing  the  amortization  thereof  (other than to extend the
     same) and which are otherwise on terms and  conditions no less favorable to
     AMS,  any  Subsidiary,  the  Agent  or any  Lender  than  the  terms of the
     Indebtedness being refinanced, amended or modified;

          (c) Indebtedness  arising under Rate Hedging Agreements related to the
     Loans;

          (d) Contingent Obligations permitted pursuant to Section 6.18(a), (b),
     (c) or (d);

          (e) Indebtedness owing by AMS to any Wholly-Owned Subsidiary or by any
     Wholly-Owned Subsidiary to AMS or any other Wholly-Owned Subsidiary, to the
     extent such Indebtedness  constitutes an Investment permitted under Section
     6.14;

          (f)  additional  Indebtedness  including  Capitalized  Leases  with an
     aggregate principal  outstanding not in excess of $7,000,000,  of which not
     more than $2,500,000 may consist of obligations for borrowed money; and

          (g) Subordinated Indebtedness.

     6.12.  Merger. AMS will not, nor will it permit any Subsidiary to, merge or
consolidate  with or into any other  Person,  except that (a) a  Subsidiary  may
merge into Holdings or a  Wholly-Owned  Subsidiary,  (b) Holdings may merge into
AMS and (c) AMS may merge or consolidate  with another Person so long as (i) the
surviving or successor  corporation is organized  under the laws of any state of
the United States and assumes the Obligations by written  instrument  acceptable
in form and substance to the Agent and each Lender, (ii) no Default or Unmatured
Default has  occurred  and is  continuing  or would occur  after  giving  effect
thereto

                                       49
<PAGE>


(determined  with  respect to the  covenants  set forth in Section 6.19 on a pro
forma  basis as of the last day of the most  recent  Fiscal  Quarter  for  which
financial  statements  are  available)  and AMS  delivers  pro  forma  financial
statements,  reasonably  satisfactory  to Agent and  Lenders,  for the next four
Fiscal  Quarters  demonstrating  such  compliance,  and (iii)  unless AMS is the
surviving  corporation,  each Lender has given its prior written consent to such
transaction, which consent shall not unreasonably be withheld.

     6.13.  Sale of Assets.  AMS will not, nor will it permit any Subsidiary to,
lease, sell or otherwise dispose of its Property to any other Person, except:

          (a)  sales of  Investments  in the  ordinary  course  of  business  by
     Insurance Subsidiaries;

          (b) leases,  sales or other  dispositions  by AMS to any  Wholly-Owned
     Subsidiary or by any  Subsidiary to AMS or any  Wholly-Owned  Subsidiary to
     the extent permitted under Section 6.14;

          (c) sales and other dispositions of obsolete equipment in the ordinary
     course of business to the extent the  proceeds  thereof are used to replace
     such disposed equipment; and

          (d) leases, sales or other dispositions of its Property that, together
     with all other Property of AMS and its Subsidiaries previously leased, sold
     or disposed  of (other  than  Investments  sold in the  ordinary  course of
     business by Insurance  Subsidiaries)  as permitted by this Section  6.13(d)
     since the Initial Closing Date, do not constitute a Substantial  Portion of
     the Property of AMS and its Subsidiaries.

     6.14.  Investments and  Acquisitions.  (a) AMS will not, nor will it permit
any Subsidiary which is not an Insurance  Subsidiary to, make or suffer to exist
any Investments (including, without limitation, loans and advances to, and other
Investments  in,  Subsidiaries),  or  commitments  therefor,  or to  create  any
Subsidiary or to become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any Person, except:

               (i) Cash and Cash Equivalent Investments;

               (ii)  Investments  in  existence  on  the  Initial  Closing  Date
          (including  Investments  in  Subsidiaries)  and,  to the  extent  they
          consist of loans,  refinancings thereof or amendments or modifications
          thereof  which do not have the  effect  of  increasing  the  principal
          amount  thereof or changing the  amortization  thereof  (other than to
          extend the same) and which are  otherwise on terms and  conditions  no
          less  favorable to AMS, any  Subsidiary,  the Agent or any Lender than
          the terms of the Investment being refinanced, amended or modified;

               (iii) Other  Investments in  Subsidiaries  in existence as of the
          Initial  Closing Date so long as no Default or  Unmatured  Default has
          occurred  and is  continuing  either  before  or after  giving  effect
          thereto (determined, in respect of the covenants set forth in

                                       50
<PAGE>


          Section  6.19,  on a pro  forma  basis  as of the last day of the most
          recent Fiscal Quarter for which financial statements are available);

               (iv)  Acquisitions of businesses or entities engaged in the life,
          accident and health insurance business which do not constitute hostile
          takeovers,  that maintain a rating by A.M. Best & Co. of B++ or better
          (and Investments in Subsidiaries  formed to acquire such businesses or
          acquired after the date of this Agreement),  and, if an acquisition of
          stock, the outstanding stock of which is pledged to Agent on behalf of
          the Lenders upon  Agent's  request  (subject to  obtaining  regulatory
          approval  for any such  pledge  that AMS  shall  use its  commercially
          reasonable  efforts  to  obtain),   and  made  (A)  for  consideration
          consisting  of AMS's capital  stock not to exceed  $75,000,000  in the
          aggregate after the Initial Closing Date (measured by reference to the
          market value of such stock as of the consummation of such Acquisition)
          or (B) for other types of consideration  not to exceed (x) $15,000,000
          in the aggregate  after the Initial Closing Date (including the amount
          of any consideration other than AMS's capital stock paid in connection
          with Acquisitions made pursuant to clause (A)), less (y) the aggregate
          consideration  paid in respect of any  Acquisitions  made  pursuant to
          Section 6.14(b)(vi); and

               (v) Up to $5,000,000 in the aggregate at any time  outstanding of
          other Investments which do not constitute Acquisitions.

          (b) AMS will not permit any Insurance  Subsidiary to make or suffer to
     exist any Investments (including, without limitation, loans and advances to
     and other Investments in,  Subsidiaries),  or commitments  therefor,  or to
     create any  Subsidiary or to become or remain a partner in any  partnership
     or joint venture, or to make any Acquisition of any Person, except:

                  (i)      Cash and Cash Equivalent Investments;

                  (ii)  Investments in debt  securities  rated BBB- or better by
         S&P,  Baa-3 or  better  by  Moody's  or  NAIC-2  or better by the NAIC;
         provided, that any such Investment which, at any time after which it is
         made,  ceases to meet such  rating  requirements  (A) shall cease to be
         permitted  hereby if then permitted by Section  6.14(b)(iii) and (B) if
         not then  permitted  by Section  6.14(b)(iii)  shall  remain  permitted
         hereby  until the  earlier of the time it is  permitted  under  Section
         6.14(b)(iii) and the date which is 30 days after the date on which such
         rating requirement is no longer met;

                  (iii)  Other  Investments  of  a  quality  acceptable  to  the
         insurance  commissioner  in the  respective  domiciliary  state of such
         Insurance   Subsidiary  not  otherwise  permitted  under  this  Section
         6.14(b);  provided,  that such  Investments  of (A) each such Insurance
         Subsidiary that is a Material  Insurance  Subsidiary do not exceed,  in
         the aggregate at any one time outstanding, 20% of the Statutory Capital
         and  Surplus of such  Material  Insurance  Subsidiary  or (B) all other
         Insurance Subsidiaries as a group, if such other Insurance Subsidiaries
         have  an  aggregate   Statutory   Capital  and  Surplus  in  excess  of
         $5,000,000,  do not exceed 20% of such aggregate  Statutory Capital and
         Surplus;

                                       51
<PAGE>


               (iv) Existing  Investments in Subsidiaries and other  Investments
          in  existence  on the  Initial  Closing  Date and,  to the extent they
          consist of loans,  refinancings thereof or amendments or modifications
          thereto  which do not have the  effect  of  increasing  the  principal
          amount  thereof or changing the  amortization  thereof  (other than to
          extend the same) and which are  otherwise or terms and  conditions  no
          less  favorable to AMS, any  Subsidiary,  the Agent or any Lender than
          the terms of the Investment being refinanced, amended or modified; and

                  (v)  Acquisitions  of  blocks  of  life,  accident  or  health
         insurance  business  through  assumptive  reinsurance,  coinsurance  or
         indemnity  reinsurance,  so  long  as the  only  consideration  paid in
         connection  therewith  consists of (A) premium sharing and (B) payments
         of up to $5,000,000 in the aggregate after the date hereof.

                  (vi)  Acquisitions  of businesses  or entities  engaged in the
         life,  accident and health  insurance  business which do not constitute
         hostile takeovers,  that maintain a rating by A.M. Best & Co. of B++ or
         better  (and  Investments  in  Subsidiaries   formed  to  acquire  such
         businesses or acquired  after the date of this  Agreement),  and, if an
         acquisition  of stock,  the  outstanding  stock of which is  pledged to
         Agent on  behalf  of the  Lenders  upon  Agent's  request  (subject  to
         obtaining  regulatory  approval  for any such pledge that AMS shall use
         its  commercially  reasonable  efforts to  obtain),  and made after the
         Initial Closing Date for an aggregate  consideration  not to exceed (A)
         $15,000,000   (including  the  amount  of  any  consideration  paid  in
         connection with reinsurance  transactions permitted pursuant to Section
         6.14(b)(v)),  less (B) the aggregate  consideration  paid in respect of
         any Acquisitions made pursuant to Section 6.14(a)(iv)(B).

     6.15.  Liens.  AMS will not, nor will it permit any  Subsidiary to, create,
incur,  or suffer to exist any lien or encumbrance  in, of or on the Property of
AMS or any of its Subsidiaries, except the following Permitted Liens:

          (a) Liens for taxes,  assessments or governmental charges or levies on
     its Property if the same shall not at the time be  delinquent or thereafter
     can be paid without  penalty,  or are being  contested in good faith and by
     appropriate  proceedings and for which adequate reserves in accordance with
     Agreement Accounting Principles or SAP, as applicable,  shall have been set
     aside on its books;

          (b)  Liens  imposed  by law,  such as  carriers',  warehousemen's  and
     mechanics'  liens and other similar liens arising in the ordinary course of
     business which secure payment of obligations not more than 60 days past due
     or which are being  contested in good faith by appropriate  proceedings and
     for which adequate reserves shall have been set aside on its books;

          (c)  Liens  arising  out  of  pledges  or  deposits   under   worker's
     compensation  laws,  unemployment  insurance,  old age  pensions,  or other
     social security or retirement benefits, or similar legislation;

                                       52
<PAGE>


          (d)  Utility   easements,   building   restrictions   and  such  other
     encumbrances or charges against real property as are of a nature  generally
     existing with respect to properties of a similar character and which do not
     in any material way affect the  marketability of the same or interfere with
     the use thereof in the business of AMS or its Subsidiaries;

          (e)  Deposits  made by any  Insurance  Subsidiary  with the  insurance
     regulatory  authority in its  jurisdiction  of domicile or other  statutory
     Liens or Liens or claims imposed or required by applicable insurance law or
     regulation against the assets of any Insurance Subsidiary,  in each case in
     favor  of all  policy  holders  of  such  Insurance  Subsidiary  and in the
     ordinary course of such Insurance Subsidiary's business;

          (f) Liens  existing  on the  Initial  Closing  Date and  described  in
     Schedule 6.15;

          (g) Liens securing the Indebtedness  described in Section 6.11(f),  so
     long as such Liens extend only to the equipment leased thereunder;

          (h) other Liens securing  Indebtedness  or obligations in an aggregate
     principal  amount not in excess of $2,500,000 at any one time  outstanding;
     and

          (i)  Liens  created  by the Loan  Documents  in favor of Agent for the
     benefit of the Lenders.

     6.16. Affiliates. AMS will not, nor will it permit any Subsidiary to, enter
into any transaction (including, without limitation, the purchase or sale of any
Property or service)  with,  or make any payment or transfer  to, any  Affiliate
except in the  ordinary  course  of  business  and  pursuant  to the  reasonable
requirements of AMS's or such Subsidiary's business and upon fair and reasonable
terms no less favorable to AMS or such  Subsidiary  than AMS or such  Subsidiary
would obtain in a comparable arms-length transaction.

     6.17. Other  Indebtedness.  AMS will not, nor will it permit any Subsidiary
to, directly or indirectly  voluntarily prepay, defease or in substance defease,
purchase,  redeem,  retire or otherwise  acquire,  any Indebtedness prior to the
date due  (other  than the  Loans)  while a Default  or  Unmatured  Default  has
occurred  and  is  continuing  or  would  occur  after  giving  effect   thereto
(determined,  in respect of the  covenants  set forth in Section  6.19, on a pro
forma  basis as of the last day of the most  recent  Fiscal  Quarter  for  which
financial statements are available).

     6.18.  Contingent  Obligations.  AMS  will  not,  nor  will it  permit  any
Subsidiary  to, make or suffer to exist any  Contingent  Obligation  (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except (a) the Contingent Obligations described on Schedule 6.18,
(b) Contingent  Obligations in respect of insurance contracts or policies issued
in the ordinary course of business, (c) Contingent Obligations in respect of the
endorsement of instruments  for deposit or collection in the ordinary  course of
business, (d) Contingent Obligations in respect of the Indebtedness described in
Section 6.11(f), and (e) Contingent Obligations permitted under Section 6.11(g).

                                       53
<PAGE>


     6.19. Financial Covenants.

          6.19.1.  Fixed Charge  Coverage  Ratio.  AMS will not permit its Fixed
     Charge Coverage Ratio,  determined as of the end of each Fiscal Quarter for
     the period of four Fiscal Quarters ending on such date, to be less than (a)
     1.75 to 1.0 from  January 1, 2000 through  March 31, 2000,  (b) 1.75 to 1.0
     from April 1, 2000 through June 30, 2000,  (c) 2.5 to 1.0 from July 1, 2000
     through  September  30,  2000,  (d) 3.0 to 1.0 from October 1, 2000 through
     December 31, 2000,  (e) 3.0 to 1.0 from January 1, 2001,  through  December
     31, 2001,  and (f) 3.25 to 1.0 from  January 1 through  December 31 of each
     year  thereafter;  provided,  however,  there  shall be  excluded  from the
     calculation  of EBITDA within the Fixed Charge  Coverage Ratio the one-time
     charges  relating to the pre-tax  reserve  strengthening  in the second and
     third  quarter of 1999 and the pre-tax  premium  deficiency  reserve in the
     third  quarter of 1999 for AMS and its  Subsidiaries  and also the  balloon
     payment due in the year 2004 on the loan made by M&I Marshall & Ilsley Bank
     that is secured by the real property of AMS and its Subsidiaries located at
     3100 AMS Boulevard, Green Bay, Wisconsin 54313.

          6.19.2.  Interest  Coverage  Ratio.  AMS will not permit its  Interest
     Coverage  Ratio,  determined  as of the end of each Fiscal  Quarter for the
     period of four Fiscal Quarters ending on such date, to be less than (a) 4.0
     to 1.0 from  January 1, 2000 through  March 31,  2000,  (b) 4.0 to 1.0 from
     April 1,  2000  through  June 30,  2000,  (c) 5.0 to 1.0 from  July 1, 2000
     through  September  30,  2000,  (d) 6.0 to 1.0 from October 1, 2000 through
     December 31, 2000, and (e) 6.0 to 1.0 from January 1 through December 31 of
     each year thereafter;  provided,  however, there shall be excluded from the
     calculation  of EBITDA  within the  Interest  Coverage  Ratio the  one-time
     charges  relating to the pre-tax  reserve  strengthening  in the second and
     third  quarter of 1999 and the pre-tax  premium  deficiency  reserve in the
     third quarter of 1999 for AMS and its Subsidiaries.

          6.19.3.  Leverage  Ratio.  AMS will not  permit  its  Leverage  Ratio,
     determined as of the end of each of Fiscal Quarter, to be greater than 0.35
     to 1.0.

          6.19.4.  Consolidated  Net  Worth.  AMS will at all times  maintain  a
     Consolidated Net Worth of not less than the sum of (a)  $200,000,000,  plus
     (b) 50% of the  positive  Consolidated  Net  Income  earned  by AMS in each
     Fiscal Quarter ending after  September 30, 1999 and on or prior to the date
     of determination (excluding changes in unrealized gain/loss),  plus (c) 25%
     of the Net Available  Proceeds  received by AMS or any Subsidiary  from the
     issuance of equity securities after September 30, 1999.

          6.19.5.  Statutory  Capital and  Surplus.  AMS will at all times cause
     UWLIC to maintain a Statutory  Capital and Surplus of not less than the sum
     of (a)  $140,000,000,  plus (b) 50% of the  positive  Statutory  Net Income
     earned by UWLIC in each Fiscal Quarter ending after  September 30, 1999 and
     on or prior to the date of determination  (excluding  changes in unrealized
     gain/loss).

          6.19.6.  Risk-Based  Capital.  At all times after the date hereof, AMS
     will cause each  Material  Insurance  Subsidiary to maintain a ratio of (a)
     Total Adjusted Capital (as defined

                                       54
<PAGE>


     in the  Risk-Based  Capital Act or in the rules and  procedures  prescribed
     from  time to time by the NAIC with  respect  thereto)  to (b) the  Company
     Action Level RBC (as defined in the Risk-Based  Capital Act or in the rules
     and  procedures  prescribed  from  time to time by the  NAIC  with  respect
     thereto) of at least 175%.  AMS shall also  provide the Lenders with copies
     of the IRIS ratio  calculations for each Material  Insurance  Subsidiary by
     March 31 of each year.

     6.20.  Year 2000. AMS will take and will cause each of its  Subsidiaries to
take all such  actions  as are  reasonably  necessary  to assure  that Year 2000
Issues will not have a Material  Adverse Effect.  At the request of the Agent or
any Lender,  AMS will provide a description of any outstanding  Year 2000 Issues
that may have arisen together with any updates or progress  reports with respect
thereto.

     6.21.  Reinsurance.  AMS will not permit any  Insurance  Subsidiary  to (a)
enter into bulk reinsurance arrangements,  including without limitation any bulk
financial  reinsurance  arrangements,  or (b) enter  into any  other (or  renew,
extend or materially modify any existing) reinsurance arrangements except in the
ordinary course of business (i) with reinsurers rated at least "A-" (at the time
such  reinsurance  arrangements  are  entered  into) by A.M.  Best & Co.  or its
equivalent by another reputable rating agency or reinsurers whose obligations to
the Insurance  Subsidiaries are secured by letters of credit or other collateral
reasonably  acceptable to the Required  Lenders or (ii) with other reinsurers so
long as the aggregate  corresponding  credits to reserves (page 3, lines 1, 2, 3
and 4 of the  Annual  Statement)  of all  Insurance  Subsidiaries  in respect of
reinsurance  arrangements  with all such other  reinsurers does not exceed 3% of
the  aggregate of such reserves of all Insurance  Subsidiaries;  provided,  that
notwithstanding  the  foregoing,  any  Insurance  Subsidiary  may enter into any
reinsurance  arrangement  in  order  to  effect  the  Acquisition  of a block of
insurance business which is permitted under Section 6.14(b)(v).

     6.22. Tax  Consolidation.  Neither AMS nor any Subsidiary  will (a) file or
consent to the filing of any consolidated, combined or unitary income tax return
with any Person  other than AMS and its  Subsidiaries  or (b) enter into any tax
sharing  agreement  or similar  arrangement  other than a tax sharing  agreement
among AMS and its Subsidiaries.

     6.23.  ERISA  Compliance.  With  respect to any Plan,  neither  AMS nor any
Subsidiary shall or shall permit any other member of the Controlled Group to:

          (a) engage in any "prohibited transaction" (as such term is defined in
     Section 406 of ERISA or Section 4975 of the Code) for which a civil penalty
     pursuant to Section  502(i) of ERISA or a tax  pursuant to Section  4975 of
     the  Code in  excess  of  $250,000  for all  Plans in the  aggregate  could
     reasonably be expected to be imposed;

          (b)  permit  an  "accumulated  funding  deficiency"  (as such  term is
     defined in Section 302 of ERISA) in excess of $250,000 for all Plans in the
     aggregate  to be  incurred  whether or not waived,  or permit any  Unfunded
     Liability  which could  reasonably  be expected to have a Material  Adverse
     Effect;

                                       55
<PAGE>


          (c)  permit  the  occurrence  of  any  Reportable  Event  which  could
     reasonably be expected to result in liability (i) to AMS or any  Subsidiary
     in excess of $250,000  for all Plans in the  aggregate or (ii) to any other
     member of the  Controlled  Group in an amount  which  could  reasonably  be
     expected to have a Material Adverse Effect;

          (d) fail to make any contribution or payment to any Multiemployer Plan
     which any member of the Controlled  Group may be required to make under any
     agreement relating to such Multiemployer Plan or any law pertaining thereto
     which  results  in or  could  result  in a  liability  (i)  of  AMS  or any
     Subsidiary  in excess of $250,000 for all Plans in the aggregate or (ii) of
     any other member of the Controlled Group which could reasonably be expected
     to have a Material Adverse Effect; or

          (e)  permit the  establishment  or  amendment  of any Plan or cause or
     permit any Plan to fail to comply with the  applicable  provisions of ERISA
     and the Code, which establishment, amendment or failure could reasonably be
     expected to result in liability to any member of the Controlled Group which
     individually  or in the  aggregate  could  reasonably be expected to have a
     Material Adverse Effect.

         6.24.  Environmental  Matters.  AMS shall,  and shall cause each of its
Subsidiaries  to,  (a) at all times  comply in all  material  respects  with all
applicable  Environmental  Laws  and (b)  promptly  take  any and all  necessary
remedial  actions  in  response  to  the  presence,   storage,   use,  disposal,
transportation or release of any hazardous or toxic materials on, under or about
any real property owned, leased or operated by AMS or any of its Subsidiaries.

     6.25. Change in Corporate Structure;  Fiscal Year. AMS shall not, nor shall
it permit any Subsidiary to, (a) permit any amendment or modification to be made
to its certificate or articles of  incorporation  or by-laws which is materially
adverse to the  interests  of the Lenders  (provided  that AMS shall  notify the
Agent of any other  amendment  or  modification  thereto as soon as  practicable
thereafter) or (b) change its Fiscal Year to end on any date other than December
31 of each year.

     6.26.  Inconsistent  Agreements.  AMS shall  not,  nor shall it permit  any
Subsidiary  to,  enter  into  any  indenture,  agreement,  instrument  or  other
arrangement which, (a) directly or indirectly prohibits or restrains, or has the
effect of prohibiting or restraining,  or imposes  materially adverse conditions
upon,  the  incurrence of the  Obligations,  the granting of Liens to secure the
Obligations,  the extension of the Guaranty  Agreement,  the continuation of the
Pledge  Agreements,  the amending of the Loan  Documents,  or the ability of any
Subsidiary  to (i) pay  dividends  or make other  distributions  on its  capital
stock,  (ii) make loans or advances to AMS or (iii) repay loans or advances from
AMS or (b)  contains  any  provision  which would be violated or breached by the
making  of  Advances  or by the  performance  by AMS or  Holdings  of any of its
obligations under any Loan Document.

     6.27. Capital Expenditures. AMS will not, nor will it permit any Subsidiary
to,  expend,  or be  committed  to expend for Capital  Expenditures  (including,
without  limitation,   for  the  acquisition  of  fixed  assets)  in  excess  of
$10,000,000 in any Fiscal Year; provided, that any

                                       56
<PAGE>


amount not used in any  Fiscal  Year may be used in the next  succeeding  Fiscal
Year;  provided,  further,  that permitted Capital  Expenditures for each Fiscal
Year shall first be applied in such Fiscal Year to that year's  permitted amount
and then to any amount carried over from the prior Fiscal Year.

     6.28.  A.M.  Best Rating.  UWLIC shall at all times  maintain an A.M.  Best
rating of at least B++.


                                   ARTICLE VII
                                    DEFAULTS

     The occurrence of any one or more of the following  events shall constitute
a Default:

     7.1. Any  representation or warranty made or deemed made by or on behalf of
AMS or any  of  its  Subsidiaries  to the  Lenders  or  the  Agent  under  or in
connection  with this  Agreement,  any Loan, or any  certificate  or information
delivered in connection  with this Agreement or any other Loan Document shall be
materially false on the date as of which made.

     7.2.  Nonpayment  of  principal  of any Loan when  due,  or  nonpayment  of
interest upon any Loan or of any non-use fee or other  obligations  under any of
the Loan Documents when due.

     7.3.  The breach by AMS of any of the terms or  provisions  of Section 6.1,
Section 6.2 or Sections 6.10 through 6.27.

     7.4.  The breach by AMS (other than a breach  which  constitutes  a Default
under another  Section of this Article VII) of any of the terms or provisions of
this Agreement  which is not remedied  within twenty (20) days after the earlier
of (i) the  receipt  by AMS of notice  thereof  from Agent or any Lender or (ii)
having obtained knowledge thereof.

     7.5.  Failure  of  AMS  or any of its  Subsidiaries  to pay  when  due  any
Indebtedness aggregating in excess of $1,500,000 ("Material  Indebtedness");  or
the default by AMS or any of its  Subsidiaries  in the  performance  (beyond the
applicable grace period with respect thereto, if any) of any term,  provision or
condition contained in any agreement under which any such Material  Indebtedness
was created or is governed,  or any other event shall occur or condition  exist,
the  effect of which  default  or event is to cause,  or to permit the holder or
holders of such Material  Indebtedness to cause,  such Material  Indebtedness to
become due prior to its stated maturity;  or any Material Indebtedness of AMS or
any of its  Subsidiaries  shall be declared to be due and payable or required to
be prepaid or repurchased (other than by a regularly scheduled payment) prior to
the stated maturity thereof; or AMS or any of its Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

     7.6.  AMS or any of its  Subsidiaries  shall (a) have an order  for  relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect,  (b) make an assignment for the benefit of creditors,  (c) apply for,
seek, consent to, or acquiesce in, the

                                       57
<PAGE>


appointment of a receiver,  custodian,  trustee, examiner, liquidator or similar
official for it or any  Substantial  Portion of its Property,  (d) institute any
proceeding  seeking an order for relief under the Federal bankruptcy laws as now
or hereafter in effect or seeking to adjudicate  it a bankrupt or insolvent,  or
seeking  dissolution,  winding  up,  liquidation,  reorganization,  arrangement,
adjustment  or  composition  of it or  its  debts  under  any  law  relating  to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (e) take any corporate or  partnership  action to authorize or
effect any of the foregoing actions set forth in this Section 7.6 or (f) fail to
contest in good faith any appointment or proceeding described in Section 7.7.

     7.7.  Without  the  application,  approval  or consent of AMS or any of its
Subsidiaries,  a receiver,  trustee,  examiner,  liquidator or similar  official
shall be appointed for AMS or any of its Subsidiaries or any Substantial Portion
of its Property, or a proceeding described in Section 7.6(a) shall be instituted
against  AMS  or  any  of  its  Subsidiaries  and  such  appointment   continues
undischarged or such proceeding  continues  undismissed or unstayed for a period
of 60 consecutive days.

     7.8. Any court,  government or governmental agency shall condemn,  seize or
otherwise appropriate,  or take custody or control of, all or any portion of the
Property of AMS or any of its Subsidiaries  which,  when taken together with all
other Property of AMS and its Subsidiaries so condemned,  seized,  appropriated,
or taken custody or control of, during the  twelve-month  period ending with the
month in which any such action occurs, constitutes a Substantial Portion.

     7.9. AMS or any of its Subsidiaries  shall fail within 45 days to pay, bond
or otherwise  discharge any judgment or order for the payment of money in excess
of $250,000  (or  multiple  judgments  or orders for the payment of an aggregate
amount in excess of $500,000),  which is not stayed on appeal or otherwise being
appropriately  contested  in good faith and as to which no  enforcement  actions
have been commenced.

     7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in
the aggregate  $250,000 or any Reportable  Event shall occur in connection  with
any Plan.

     7.11. Any Change in Control shall occur.

     7.12.  Nonpayment by AMS of any Rate Hedging  Obligation owed to any Lender
when due or the breach by AMS of any term,  provision or condition  contained in
any  agreement,  device or  arrangement  giving  rise to any such  Rate  Hedging
Obligation.

     7.13 Any License of any Material  Insurance  Subsidiary issued in its state
of domicile or in a state in which its earned  premiums in the prior Fiscal Year
constituted 2% or more of its aggregate earned premiums in such period (a) shall
be revoked by the  Governmental  Authority  which  issued such  License,  or any
formal  action  (administrative  or judicial) to revoke such License  shall have
been  commenced  against such Material  Insurance  Subsidiary and shall not have
been  dismissed  within 30 days  after the  commencement  thereof,  (b) shall be
suspended by such  Governmental  Authority  for a period in excess of 30 days or
(c) shall not be reissued or

                                       58
<PAGE>


renewed by such  Governmental  Authority upon the expiration  thereof  following
application  for  such   reissuance  or  renewal  of  such  Material   Insurance
Subsidiary.

     7.14  Any   Insurance   Subsidiary   shall  be  the   subject  of  a  final
non-appealable  order  imposing a fine in an amount in excess of $500,000 in any
single  instance or other such orders  imposing fines in excess of $2,000,000 in
the aggregate after the date of this Agreement by or at the request of any state
insurance  regulatory  agency as a result  of the  violation  by such  Insurance
Subsidiary  of  such  state's  applicable  insurance  laws  or  the  regulations
promulgated in connection therewith.

     7.15 Any Insurance  Subsidiary shall become subject to (a) any conservation
or liquidation order,  directive or mandate issued by any Governmental Authority
or (b) any other directive or mandate issued by any Governmental Authority which
is materially adverse to such Insurance Subsidiary,  which in either case is not
stayed within ten (10) days.

     7.16 The Guaranty  Agreement  shall fail to remain in full force and effect
or any  action  shall be taken to  discontinue  or to assert the  invalidity  or
unenforceability  of the Guaranty  Agreement,  or Holdings  shall fail to comply
with any of the terms or provisions of the Guaranty Agreement or shall deny that
it has any further  liability under the Guaranty  Agreement or shall give notice
to that effect.

     7.17 Any Pledge  Agreement  shall for any reason fail to create a valid and
perfected,  first priority security  interest in any collateral  purported to be
covered thereby,  except as permitted by the terms of such Pledge Agreement,  or
any Pledge  Agreement shall fail to remain in full force or effect or any action
shall be taken by any Person to discontinue  such Pledge  Agreement or by AMS or
any of its  Subsidiaries  to assert the invalidity or  unenforceability  of such
Pledge Agreement, or a default shall occur under such Pledge Agreement.


                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1.  Acceleration.  If any Default  described in Section 7.6 or 7.7 occurs
with  respect to AMS,  the  obligations  of the Lenders to make Loans  hereunder
shall  automatically  terminate and the Obligations shall immediately become due
and  payable  without  any  election  or  action on the part of the Agent or any
Lender. If any other Default occurs, the Required Lenders (or the Agent with the
consent of the Required Lenders) may terminate or suspend the obligations of the
Lenders  to make  Loans  hereunder,  or declare  the  Obligations  to be due and
payable,  or both,  whereupon the Obligations  shall become  immediately due and
payable,  without  presentment,  demand,  protest or notice of any kind,  all of
which AMS hereby expressly waives.

     If, within ten (10) Business Days after acceleration of the maturity of the
Obligations  or  termination  of the  obligations  of the  Lenders to make Loans
hereunder  as a result of any Default  (other than any Default as  described  in
Section  7.6 or 7.7 with  respect to AMS) and before any  judgment or decree for
the payment of the Obligations due shall have been obtained or entered,

                                       59
<PAGE>


the  Required  Lenders  (in their sole  discretion)  shall so direct,  the Agent
shall, by notice to AMS, rescind and annul such acceleration and/or termination.

     8.2.  Amendments.  Subject to the  provisions  of this  Article  VIII,  the
Required  Lenders  (or the Agent with the  consent  in  writing of the  Required
Lenders) and AMS may enter into agreements  supplemental  hereto for the purpose
of adding or modifying any  provisions to the Loan  Documents or changing in any
manner  the rights of the  Lenders  or AMS  hereunder  or  waiving  any  Default
hereunder;  provided,  that no such  supplemental  agreement shall,  without the
consent of all of the Lenders:

          (a)  Extend  the  final  maturity  of any Loan or  forgive  all or any
     portion of the principal  amount thereof,  or reduce the rate or extend the
     time of payment of interest or fees thereon;

          (b) Reduce the  percentage  specified  in the  definition  of Required
     Lenders;

          (c)  Extend the  Facility  Termination  Date,  or reduce the amount or
     extend the payment date for, the mandatory  payments required under Section
     2.2 or the mandatory  commitment  reductions required under Section 2.8, or
     increase the amount of the  Commitment of any Lender  hereunder,  or permit
     AMS to assign its rights under this Agreement;

          (d) Release Holdings from the terms of the Guaranty Agreement;

          (e)  Release  all or a  material  portion of the  collateral  which is
     subject to either Pledge Agreement; or

          (f) Amend this Section 8.2.

No amendment of any provision of this  Agreement  relating to the Agent shall be
effective  without the written consent of the Agent. The Agent may waive payment
of the fee required under Section  12.3.2  without  obtaining the consent of any
other party to this Agreement.  No amendment,  waiver or consent relating to the
Swing Line Lender  shall be effective  without the written  consent of the Swing
Line Lender.

     8.3.  Preservation  of Rights.  No delay or  omission of the Lenders or the
Agent to exercise any right under the Loan Documents  shall impair such right or
be construed to be a waiver of any Default or an acquiescence  therein,  and the
making of a Loan  notwithstanding the existence of a Default or the inability of
AMS to satisfy the  conditions  precedent to such Loan shall not  constitute any
waiver or  acquiescence.  Any single or partial exercise of any such right shall
not  preclude  other or further  exercise  thereof or the  exercise of any other
right, and no waiver,  amendment or other variation of the terms,  conditions or
provisions  of the Loan  Documents  whatsoever  shall be valid unless in writing
signed by the Lenders  required  pursuant to Section  8.2,  and then only to the
extent in such writing  specifically  set forth.  All remedies  contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Agent and the Lenders until the Obligations have been paid in full.

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<PAGE>


                                   ARTICLE IX
                               GENERAL PROVISIONS

     9.1. Survival of Representations. All representations and warranties of AMS
contained  in this  Agreement  shall  survive  the  making of the  Loans  herein
contemplated.

     9.2. Governmental  Regulation.  Anything contained in this Agreement to the
contrary  notwithstanding,  no Lender shall be obligated to extend credit to AMS
in violation of any limitation or prohibition provided by any applicable statute
or regulation.

     9.3.  Headings.  Section headings in the Loan Documents are for convenience
of  reference  only,  and  shall not  govern  the  interpretation  of any of the
provisions of the Loan Documents.

     9.4. Entire  Agreement.  The Loan Documents embody the entire agreement and
understanding  among AMS,  the Agent and the  Lenders  and  supersede  all prior
agreements and  understandings  among AMS, the Agent and the Lenders relating to
the subject matter thereof other than the fee letter described in Section 10.13.

     9.5.  Several  Obligations;  Benefits  of this  Agreement.  The  respective
obligations  of the  Lenders  hereunder  are several and not joint and no Lender
shall be the  partner  or agent of any other  (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its  obligations  hereunder  shall not relieve any other  Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit  upon any Person other than the parties to this  Agreement  and
their respective successors and assigns.

     9.6. Expenses; Indemnification.  (a) AMS shall reimburse the Agent and each
Lender for any costs,  internal charges and  out-of-pocket  expenses  (including
attorneys' fees and time charges of attorneys for the Agent, which attorneys may
be employees of the Agent) paid or incurred by the Agent in connection  with the
preparation,  negotiation,  execution, delivery, syndication, review, amendment,
modification,  and  administration  of the Loan  Documents.  AMS also  agrees to
reimburse  the  Agent  and the  Lenders  for any  costs,  internal  charges  and
out-of-pocket  expenses (including attorneys' fees and time charges of attorneys
for the Agent and the Lenders,  which attorneys may be employees of the Agent or
the Lenders) paid or incurred by the Agent or any Lender in connection  with the
collection and enforcement of the Loan Documents.  Expenses being  reimbursed by
AMS under this Section include, without limitation,  costs and expenses incurred
in  connection  with  the  Reports  described  in the  following  sentence.  AMS
acknowledges  that from time to time LaSalle may prepare and may  distribute  to
the Lenders (but shall have no obligation or duty to prepare or to distribute to
the Lenders)  certain audit reports (the  "Reports")  pertaining to AMS's assets
for internal use by LaSalle from information  furnished to it by or on behalf of
AMS,  after  LaSalle has  exercised  its rights of  inspection  pursuant to this
Agreement.

          (b) AMS hereby  further  agrees to indemnify the Agent and each Lender
     and the

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<PAGE>


     directors,  officers  and  employees  of each  against all losses,  claims,
     damages, penalties, judgments, liabilities and expenses (including, without
     limitation,  all expenses of litigation or preparation  therefor whether or
     not the Agent or any Lender is a party  thereto)  which any of them may pay
     or incur  arising  out of or  relating  to this  Agreement,  the other Loan
     Documents,  any merger of Holdings with AMS, the transactions  contemplated
     hereby,   the  other  Closing   Transactions  or  the  direct  or  indirect
     application  or proposed  application of the proceeds of any Loan hereunder
     except to the extent that (i) they are determined in a final non-appealable
     judgment by a court of competent  jurisdiction  to have  resulted  from the
     gross negligence or willful misconduct of the party seeking indemnification
     or (ii) that they arise  solely  from any dispute of or any  litigation  or
     other  proceeding  instituted by any Lender against the Agent (if the Agent
     was determined to have breached its  obligations to such Lender  hereunder)
     or (for  Persons  other  than the Agent  and its  directors,  officers  and
     employees) any other Lender.  The obligations of AMS under this Section 9.6
     shall survive the termination of this Agreement.

     9.7. Numbers of Documents. All statements,  notices, closing documents, and
requests hereunder shall be furnished to the Agent with sufficient  counterparts
so that the Agent may furnish one to each of the Lenders.

     9.8. Accounting.  Except as provided to the contrary herein, all accounting
terms  used  herein  shall  be  interpreted  and all  accounting  determinations
hereunder shall be made in accordance with Agreement Accounting Principles.

     9.9. Severability of Provisions. Any provision in any Loan Document that is
held to be inoperative,  unenforceable, or invalid in any jurisdiction shall, as
to  that  jurisdiction,  be  inoperative,   unenforceable,  or  invalid  without
affecting  the  remaining  provisions  in that  jurisdiction  or the  operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

     9.10. Nonliability of Lenders. The relationship between AMS on the one hand
and the Lenders and the Agent on the other hand shall be solely that of borrower
and  lender.  Neither  the  Agent  nor  any  Lender  shall  have  any  fiduciary
responsibilities  to AMS.  Neither  the  Agent  nor any  Lender  undertakes  any
responsibility  to AMS to review or inform AMS of any matter in connection  with
any phase of AMS's business or operations. AMS agrees that neither the Agent nor
any Lender shall have  liability to AMS (whether  sounding in tort,  contract or
otherwise) for losses suffered by AMS in connection with,  arising out of, or in
any  way  related  to,  the  transactions   contemplated  and  the  relationship
established by the Loan  Documents,  or any act,  omission or event occurring in
connection therewith, unless it is determined in a final non-appealable judgment
by a court of competent  jurisdiction  that such losses  resulted from the gross
negligence  or willful  misconduct  of the party from which  recovery is sought.
Neither the Agent nor any Lender shall have any  liability  with respect to, and
AMS hereby waives, releases and agrees not to sue for, any special,  indirect or
consequential  damages suffered by AMS in connection with, arising out of, or in
any way related to the Loan Documents or the transactions contemplated thereby.

     9.11. Confidentiality. Each of the Agent and each Lender agrees to hold any

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<PAGE>


confidential  information  which  it may  receive  from  AMS  pursuant  to  this
Agreement in  confidence,  except for  disclosure  (a) to its  Affiliates and to
other  Lenders  and  their   respective   Affiliates,   (b)  to  legal  counsel,
accountants,  and other professional advisors to that Lender or to a Transferee,
(c) to regulatory  officials,  (d) to any Person as requested  pursuant to or as
required by law, regulation,  or legal process,  provided that if not prohibited
by law, the Agent or such Lender will use  reasonable  efforts to provide notice
to AMS of the requested disclosure and give AMS a reasonable opportunity to seek
a  protective  order  with  respect  to such  information  prior  to  delivering
confidential  information in response  thereto,  (e) to any Person in connection
with any  legal  proceeding  to which  that  Lender  is a party,  to the  extent
reasonably necessary, and (f) permitted by Section 12.4.

     9.12. Nonreliance.  Each Lender hereby represents that it is not relying on
or looking  to any margin  stock (as  defined  in  Regulation  U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

     9.13. Disclosure. AMS and each Lender hereby (a) acknowledge and agree that
LaSalle and/or its Affiliates  from time to time may make other loans to or have
other  relationships  with AMS,  and (b) waive any  liability of LaSalle or such
Affiliate to AMS or any Lender,  respectively,  arising out of or resulting from
such loans or  relationships  other than  liabilities  arising  out of the gross
negligence or willful misconduct of LaSalle or its Affiliates.


                                    ARTICLE X
                                    THE AGENT

     10.1. Appointment;  Nature of Relationship.  LaSalle is hereby appointed by
each of the Lenders as its contractual representative (herein referred to as the
"Agent")  hereunder and under each other Loan Document,  and each of the Lenders
irrevocably  authorizes the Agent to act as the  contractual  representative  of
such Lender  with the rights and duties  expressly  set forth  herein and in the
other Loan Documents. The Agent agrees to act as such contractual representative
upon the express conditions contained in this Article X. Notwithstanding the use
of the defined  term  "Agent," it is  expressly  understood  and agreed that the
Agent shall not have any fiduciary  responsibilities  to any Lender by reason of
this Agreement or any other Loan Document and that the Agent is merely acting as
the  contractual  representative  of the Lenders  with only those  duties as are
expressly  set forth in this  Agreement  and the other  Loan  Documents.  In its
capacity  as the  Lenders'  contractual  representative,  the Agent (a) does not
hereby  assume  any  fiduciary   duties  to  any  of  the  Lenders,   (b)  is  a
"representative"  of the  Lenders  within the  meaning  of Section  9-105 of the
Uniform  Commercial  Code and (c) is acting as an  independent  contractor,  the
rights and  duties of which are  limited  to those  expressly  set forth in this
Agreement  and the other Loan  Documents.  Each of the Lenders  hereby agrees to
assert no claim  against the Agent on any agency  theory or any other  theory of
liability for breach of fiduciary  duty,  all of which claims each Lender hereby
waives.

     10.2.  Powers.  The Agent shall have and may exercise such powers under the
Loan Documents as are  specifically  delegated to the Agent by the terms of each
thereof,  together with

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such  powers as are  reasonably  incidental  thereto.  The Agent  shall  have no
implied  duties to the  Lenders,  or any  obligation  to the Lenders to take any
action thereunder, except any action specifically provided by the Loan Documents
to be taken by the Agent.

     10.3.  General  Immunity.  Neither  the  Agent  nor  any of its  directors,
officers,  agents or employees shall be liable to AMS, the Lenders or any Lender
for any action taken or omitted to be taken by it or them hereunder or under any
other Loan Document or in connection  herewith or therewith except to the extent
such action or inaction is  determined in a final  non-appealable  judgment by a
court of  competent  jurisdiction  to have arisen from the gross  negligence  or
willful misconduct of such Person.

     10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain,  inquire into, or verify (a) any  statement,  warranty or
representation  made in  connection  with any  Loan  Document  or any  borrowing
hereunder;  (b)  the  performance  or  observance  of any of  the  covenants  or
agreements  of  any  obligor  under  any  Loan  Document,   including,   without
limitation,  any agreement by an obligor to furnish information directly to each
Lender;  (c) the  satisfaction of any condition  specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible  existence of any Default or Unmatured  Default;  (e) the  validity,
enforceability,  effectiveness,  sufficiency or genuineness of any Loan Document
or any other instrument or writing  furnished in connection  therewith;  (f) the
value,  sufficiency,  creation,  perfection  or  priority  of  any  Lien  in any
collateral  security;  or (g) the financial  condition of AMS or of any of AMS's
Subsidiaries.  The  Agent  shall  have  no  duty  to  disclose  to  the  Lenders
information  that is not  required to be  furnished  by AMS to the Agent at such
time, but is  voluntarily  furnished by AMS to the Agent (either in its capacity
as Agent or in its individual capacity).

     10.5.  Action on Instructions  of Lenders.  The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan  Document  in  accordance  with  written  instructions  signed by the
Required  Lenders,  and such instructions and any action taken or failure to act
pursuant  thereto  shall be binding on all of the  Lenders.  The Lenders  hereby
acknowledge  that the  Agent  shall  be under no duty to take any  discretionary
action  permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan  Document  unless it shall be requested in writing to do so by
the Required Lenders.  The Agent shall be fully justified in failing or refusing
to take any action  hereunder and under any other Loan Document  unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all  liability,  cost and  expense  that it may  incur by  reason  of  taking or
continuing to take any such action.

     10.6.  Employment  of Agents and Counsel.  The Agent may execute any of its
duties  as Agent  hereunder  and under any other  Loan  Document  by or  through
employees,  agents,  and  attorneys-in-fact  and shall not be  answerable to the
Lenders,  except  as to money or  securities  received  by it or its  authorized
agents,  for the default or misconduct  of any such agents or  attorneys-in-fact
selected by it with  reasonable  care.  The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all

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<PAGE>


matters  pertaining  to the Agent's  duties  hereunder  and under any other Loan
Document.

     10.7. Reliance on Documents;  Counsel.  The Agent shall be entitled to rely
upon any  note,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
statement,  paper or  document  believed  by it to be genuine and correct and to
have been  signed or sent by the proper  person or  persons,  and, in respect to
legal matters,  upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

     10.8.  Agent's  Reimbursement  and  Indemnification.  The Lenders  agree to
reimburse and  indemnify  the Agent  ratably in  proportion to their  respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments  immediately  prior to such  termination)  (a) for any  amounts  not
reimbursed by AMS for which the Agent is entitled to  reimbursement by AMS under
the Loan Documents,  (b) for any other expenses  incurred by the Agent on behalf
of the  Lenders,  in  connection  with  the  preparation,  execution,  delivery,
administration  and  enforcement  of  the  Loan  Documents  (including,  without
limitation,  for any  expenses  incurred  by the  Agent in  connection  with any
dispute  between the Agent and any Lender or between two or more of the Lenders)
and (c) for any liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any kind and  nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of the Loan  Documents or any other  document
delivered in  connection  therewith  or the  transactions  contemplated  thereby
(including,  without  limitation,  for any such amounts  incurred by or asserted
against  the Agent in  connection  with any  dispute  between  the Agent and any
Lender or between two or more of the Lenders),  or the enforcement of any of the
terms of the Loan Documents or of any such other  documents;  provided,  that no
Lender  shall  be  liable  for any of the  foregoing  to the  extent  any of the
foregoing  is found in a final  non-appealable  judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Agent.  The obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

     10.9. Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured  Default  hereunder  unless
the Agent has  received  written  notice from a Lender or AMS  referring to this
Agreement  describing  such Default or  Unmatured  Default and stating that such
notice is a "notice of  default".  In the event that the Agent  receives  such a
notice, the Agent shall give prompt notice thereof to the Lenders.

     10.10.  Rights as a Lender.  In the event the Agent is a Lender,  the Agent
shall  have the same  rights  and  powers  hereunder  and under  any other  Loan
Document  with  respect  to its  Commitment  and its Loans as any Lender and may
exercise  the same as though it were not the  Agent,  and the term  "Lender"  or
"Lenders"  shall,  at any time when the Agent is a Lender,  unless  the  context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally  engage in
any kind of trust,  debt,  equity or other  transaction,  in  addition  to those
contemplated by this Agreement or any other Loan Document,  with AMS or Holdings
or any Subsidiary in which AMS or Holdings or such  Subsidiary is not restricted
hereby  from  engaging  with any other  Person.  The  Agent,  in its  individual
capacity, is not obligated to remain a Lender.

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<PAGE>


     10.11.  Lender  Credit  Decision.  Each  Lender  acknowledges  that it has,
independently  and without reliance upon the Agent or any other Lender and based
on the  financial  statements  prepared  by AMS and  such  other  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this Agreement and the other Loan Documents.  Each Lender
also  acknowledges  that it will,  independently  and without  reliance upon the
Agent or any other  Lender and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

     10.12.  Successor Agent. The Agent may resign at any time by giving written
notice thereof to the Lenders and AMS, such resignation to be effective upon the
appointment of a successor  Agent or, if no successor  Agent has been appointed,
forty-five  days after the  retiring  Agent  gives  notice of its  intention  to
resign.  The Agent may be removed  at any time with or without  cause by written
notice  received  by the Agent from the  Required  Lenders,  such  removal to be
effective  on the  date  specified  by  the  Required  Lenders.  Upon  any  such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of AMS and the Lenders,  a successor  Agent.  If no successor Agent shall
have been so  appointed  by the Required  Lenders  within  thirty days after the
resigning  Agent giving  notice of its  intention to resign,  then the resigning
Agent  may  appoint,  on  behalf  of AMS and the  Lenders,  a  successor  Agent.
Notwithstanding  the  previous  sentence,  the Agent may at any time without the
consent  of  AMS or any  Lender,  appoint  any  of  its  Affiliates  which  is a
commercial  bank as a successor  Agent  hereunder.  If the Agent has resigned or
been removed and no successor Agent has been appointed,  the Lenders may perform
all the duties of the Agent hereunder and AMS shall make all payments in respect
of the  Obligations  to the  applicable  Lender and for all other purposes shall
deal  directly  with the  Lenders.  No  successor  Agent  shall be  deemed to be
appointed hereunder until such successor Agent has accepted the appointment. Any
such  successor  Agent shall be a  commercial  bank having  capital and retained
earnings of at least  $500,000,000.  Upon the  acceptance of any  appointment as
Agent  hereunder by a successor  Agent,  such  successor  Agent shall  thereupon
succeed to and become vested with all the rights, powers,  privileges and duties
of the resigning or removed Agent.  Upon the effectiveness of the resignation or
removal of the Agent,  the resigning or removed  Agent shall be discharged  from
its duties and  obligations  hereunder and under the Loan  Documents.  After the
effectiveness  of the resignation or removal of an Agent, the provisions of this
Article X shall  continue  in effect for the benefit of such Agent in respect of
any actions  taken or omitted to be taken by it while it was acting as the Agent
hereunder  and under the other  Loan  Documents.  In the event  that  there is a
successor  to the  Agent  by  merger,  or  the  Agent  assigns  its  duties  and
obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime
Rate" as used in this  Agreement  shall mean the prime rate,  base rate or other
analogous rate of the new Agent.

     10.13.  Agent's Fee.  AMS agrees to pay to the Agent,  for its own account,
the fees  agreed to by AMS and the Agent  pursuant  to that  certain  fee letter
agreement  dated as of even date herewith,  or as otherwise  agreed from time to
time.

     10.14.  Delegation to Affiliates.  AMS and the Lenders agree that the Agent
may delegate

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<PAGE>


any of its  duties  under  this  Agreement  to any of its  Affiliates.  Any such
Affiliate (and such Affiliate's directors, officers, agents and employees) which
performs  duties in connection with this Agreement shall be entitled to the same
benefits of the indemnification, waiver and other protective provisions to which
the Agent is entitled under Articles IX and X.


                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

     11.1.  Setoff. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if AMS becomes insolvent,  however  evidenced,  or
any Default  occurs,  any and all  deposits  (including  all  account  balances,
whether  provisional or final and whether or not collected or available) and any
other  Indebtedness  at any time held or owing by any Lender or any Affiliate of
any Lender to or for the  credit or  account  of AMS may be offset  and  applied
toward the payment of the Obligations  owing to such Lender,  whether or not the
Obligations, or any part thereof, shall then be due.

     11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,  has
payment  made to it upon its Loans  (other than  payments  received  pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater  proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender,  whether in connection with
setoff or  amounts  which  might be  subject  to setoff or  otherwise,  receives
collateral or other  protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in  proportion  to their  Loans.  In case any such payment is disturbed by legal
process,  or otherwise,  appropriate  further  adjustments  shall be made. If an
amount to be setoff is to be applied to the Obligations of AMS to a Lender other
than Indebtedness  comprised of Loans made by such Lender,  such amount shall be
applied ratably to such other Indebtedness and to the Indebtedness  comprised of
the Loans.


                                   ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1.  Successors  and  Assigns.  The  terms  and  provisions  of the  Loan
Documents  shall be binding upon and inure to the benefit of AMS and the Lenders
and their respective successors and assigns,  except that (a) AMS shall not have
the right to assign its rights or  obligations  under the Loan Documents and (b)
any  assignment  by any Lender must be made in  compliance  with  Section  12.3.
Notwithstanding  clause (b) of this Section, any Lender may at any time, without
the consent of AMS or the Agent,  assign all or any portion of its rights  under
this Agreement and any Note to a Federal  Reserve Bank;  provided,  that no such
assignment to a Federal  Reserve Bank shall release the  transferor  Lender from
its obligations hereunder. The Agent may treat the Person which made any Loan or
which holds any Note as the owner  thereof for all  purposes  hereof  unless and
until such Person complies with Section 12.3 in the case of an assignment

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<PAGE>


thereof or, in the case of any other transfer,  a written notice of the transfer
is filed with the Agent. Any assignee or transferee of the rights to any Loan or
any Note agrees by  acceptance of such transfer or assignment to be bound by all
the terms and  provisions  of the Loan  Documents.  Any  request,  authority  or
consent of any  Person,  who at the time of making  such  request or giving such
authority  or consent is the owner of the rights to any Loan  (whether  or not a
Note has been issued in evidence  thereof),  shall be conclusive  and binding on
any subsequent holder, transferee or assignee of the rights to such Loan.

     12.2. Participations.

          12.2.1.  Permitted  Participants;  Effect.  Any  Lender  may,  in  the
     ordinary  course of its business and in accordance  with applicable law, at
     any  time  sell to one or more  banks or  other  entities  ("Participants")
     participating  interests in any Loan owing to such Lender, any Note held by
     such Lender,  any  Commitment of such Lender or any other  interest of such
     Lender under the Loan Documents.  In the event of any such sale by a Lender
     of  participating  interests to a  Participant,  such Lender's  obligations
     under the Loan Documents shall remain  unchanged,  such Lender shall remain
     solely  responsible to the other parties hereto for the performance of such
     obligations, such Lender shall remain the owner of its Loans and the holder
     of any Note issued to it in evidence  thereof  for all  purposes  under the
     Loan  Documents,  all amounts  payable by AMS under this Agreement shall be
     determined as if such Lender had not sold such participating interests, and
     AMS and the Agent  shall  continue to deal  solely and  directly  with such
     Lender in connection with such Lender's  rights and  obligations  under the
     Loan Documents.

          12.2.2.  Voting  Rights.  Each Lender  shall  retain the sole right to
     approve,   without  the  consent  of  any   Participant,   any   amendment,
     modification  or waiver of any provision of the Loan  Documents  other than
     any  amendment,  modification  or  waiver  with  respect  to  any  Loan  or
     Commitment  in  which  such  Participant  has an  interest  which  forgives
     principal,  interest or fees or reduces the  interest  rate or fees payable
     with  respect  to  any  such  Loan  or  Commitment,  extends  the  Facility
     Termination  Date,  postpones  any date  fixed for any  regularly-scheduled
     payment  of  principal  of,  or  interest  or fees  on,  any  such  Loan or
     Commitment,  releases  any  Guarantors  of any such Loan or releases all or
     substantially all of the collateral, if any, securing any such Loan.

          12.2.3.  Benefit of Setoff.  AMS agrees that each Participant shall be
     deemed to have the right of setoff  provided in Section  11.1 in respect of
     its participating interest in amounts owing under the Loan Documents to the
     same  extent as if the  amount of its  participating  interest  were  owing
     directly to it as a Lender  under the Loan  Documents,  provided  that each
     Lender  shall  retain the right of setoff  provided  in  Section  11.1 with
     respect to the amount of participating  interests sold to each Participant.
     The Lenders agree to share with each Participant,  and each Participant, by
     exercising  the right of setoff  provided in Section 11.1,  agrees to share
     with each Lender, any amount received pursuant to the exercise of its right
     of setoff,  such amounts to be shared in accordance with Section 11.2 as if
     each Participant were a Lender.

     12.3. Assignments.

          12.3.1. Permitted Assignments.  Any Lender may, in the ordinary course
     of its business and in accordance  with  applicable law, at any time assign
     to one or more banks or other  entities  ("Purchasers")  all or any part of
     its rights and obligations under the Loan Documents.  Such assignment shall
     be  substantially  in the form of Exhibit B or in such other form as may be
     agreed to by the parties thereto. The consent of AMS, the Swing Line Lender
     and the Agent shall be required prior to an assignment  becoming  effective
     with respect to a Purchaser which is not a Lender or an Affiliate  thereof;
     provided, that if a Default has occurred and is continuing,  the consent of
     AMS shall not be required.  Such consent shall not be unreasonably withheld
     or  delayed.  Each such  assignment  shall  (unless (x) each of AMS and the
     Agent otherwise consents or (y) the proposed Purchaser is already a Lender)
     be in an amount  not less  than the  lesser  of (a)  $5,000,000  or (b) the
     remaining amount of the assigning Lender's Commitment (calculated as at the
     date of such assignment).

          12.3.2.  Effect;  Effective  Date. Upon (a) delivery to the Agent of a
     notice of  assignment,  substantially  in the form attached as Exhibit I to
     Exhibit B (a "Notice of Assignment"),  together with any consents  required
     by  Section  12.3.1,  and (b)  payment  of a $3,500  fee to the  Agent  for
     processing such  assignment,  such assignment shall become effective on the
     effective  date  specified  in such  Notice of  Assignment.  The  Notice of
     Assignment  shall contain a  representation  by the Purchaser to the effect
     that none of the consideration  used to make the purchase of the Commitment
     and Loans under the  applicable  assignment  agreement are "plan assets" as
     defined  under ERISA and that the rights and  interests of the Purchaser in
     and under the Loan Documents will not be "plan assets" under ERISA.  On and
     after the effective date of such  assignment,  such Purchaser shall for all
     purposes be a Lender party to this  Agreement  and any other Loan  Document
     executed  by or on behalf of the  Lenders and shall have all the rights and
     obligations of a Lender under the Loan Documents,  to the same extent as if
     it were an original party hereto,  and no further consent or action by AMS,
     the Lenders or the Agent shall be required to release the transferor Lender
     with  respect  to the  percentage  of the  Aggregate  Commitment  and Loans
     assigned to such  Purchaser.  Upon the  consummation of any assignment to a
     Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent
     and AMS shall, if the transferor  Lender or the Purchaser  desires that its
     Loans be  evidenced by Notes,  make  appropriate  arrangements  so that new
     Notes or, as appropriate,  replacement  Notes are issued to such transferor
     Lender and new Notes or, as appropriate,  replacement  Notes, are issued to
     such  Purchaser,  in  each  case  in  principal  amounts  reflecting  their
     respective Commitments, as adjusted pursuant to such assignment.

     12.4. Dissemination of Information.  AMS authorizes each Lender to disclose
to any Participant or Purchaser or any other Person acquiring an interest in the
Loan  Documents by operation of law (each a  "Transferee")  and any  prospective
Transferee any and all  information in such Lender's  possession  concerning the
creditworthiness of AMS, Holdings, UWLIC and the Subsidiaries, including without
limitation  any  information  contained  in any  Reports;  provided,  that  each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

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<PAGE>


     12.5. Tax Treatment. If any interest in any Loan Document is transferred to
any Transferee which is organized under the laws of any jurisdiction  other than
the United States or any State thereof,  the transferor  Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(d).


                                  ARTICLE XIII
                                     NOTICES

     13.1.  Notices.  Except as otherwise permitted by Section 2.17 with respect
to Borrowing  Notices,  all notices,  requests and other  communications  to any
party  hereunder  shall  be  in  writing  (including  electronic   transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
at its address or facsimile  number set forth on the signature pages hereof,  or
(y) at such  other  address  or  facsimile  number as such  party may  hereafter
specify  for the purpose by notice to the Agent and AMS in  accordance  with the
provisions   of  this  Section  13.1.   Each  such  notice,   request  or  other
communication  shall be effective (a) if given by facsimile  transmission,  when
transmitted to the facsimile  number  specified in this Section and confirmation
of receipt is received,  (b) if given by mail, 72 hours after such communication
is  deposited  in the mail  with  first  class  postage  prepaid,  addressed  as
aforesaid,  or (c) if given by any other means,  when delivered (or, in the case
of electronic transmission,  received) at the address specified in this Section;
provided,  that  notices to the Agent  under  Article II shall not be  effective
until received.

     13.2. Change of Address.  AMS, the Agent and any Lender may each change the
address  for  service  of  notice  upon it by a notice in  writing  to the other
parties hereto.


                                   ARTICLE XIV
                                  COUNTERPARTS

     This Agreement may be executed in any number of original counterparts,  all
of which taken together shall  constitute one agreement,  and any of the parties
hereto may execute this Agreement by signing any such original counterpart. This
Agreement  may also be executed in any number of e-mailed  counterparts,  all of
which taken together shall constitute one agreement,  even if printed separately
from  different  print  servers,  and any of the parties hereto may execute this
Agreement by signing any such  e-mailed  counterpart.  This  Agreement  shall be
effective  when it has been  executed by AMS, the Agent and the Lenders and each
party has notified the Agent by facsimile  transmission or telephone that it has
taken such action.

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<PAGE>


                                   ARTICLE XV
          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1.  CHOICE OF LAW.  THE LOAN  DOCUMENTS  (OTHER THAN THOSE  CONTAINING A
CONTRARY  EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF  CONFLICTS) OF THE STATE OF ILLINOIS,  BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     15.2.  CONSENT  TO  JURISDICTION.  AMS  HEREBY  IRREVOCABLY  SUBMITS TO THE
NON-EXCLUSIVE  JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT
SITTING IN  CHICAGO,  ILLINOIS  IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND AMS HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER  HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
AGENT OR ANY LENDER TO BRING PROCEEDINGS  AGAINST AMS IN THE COURTS OF ANY OTHER
JURISDICTION.  ANY JUDICIAL PROCEEDING BY AMS AGAINST THE AGENT OR ANY LENDER OR
ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING,  DIRECTLY OR INDIRECTLY, ANY
MATTER  IN ANY WAY  ARISING  OUT OF,  RELATED  TO,  OR  CONNECTED  WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

     15.3.  WAIVER OF JURY TRIAL.  AMS,  THE AGENT AND EACH LENDER  HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,  DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT,  CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF,  RELATED  TO,  OR  CONNECTED  WITH ANY  LOAN  DOCUMENT  OR THE  RELATIONSHIP
ESTABLISHED THEREUNDER.


                  [Remainder of Page Intentionally Left Blank]

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<PAGE>


                      [This Page Intentionally Left Blank]

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<PAGE>


     IN WITNESS  WHEREOF,  AMS,  the  Lenders and the Agent have  executed  this
Agreement as of the date first above written.

                      AMERICAN MEDICAL SECURITY GROUP, INC.


                      By:
                            Gary D. Guengerich
                            Executive Vice President and Chief Financial Officer

                                   Address:   3100 AMS Boulevard
                                                   Green Bay, Wisconsin  54313
                                                   Attention: Gary D. Guengerich
                                                   Telephone: (920) 661-2486
                                                   Telecopy:  (920) 661-1095

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<PAGE>


Commitments

$25,000,000           LASALLE BANK NATIONAL ASSOCIATION,
                      Individually and as Agent


                      By:
                      Title:

                                   Address:  135 South LaSalle Street
                                             Chicago, Illinois 60603
                                             Attention: Janet R. Gates
                                             Telephone: (312) 904-4617
                                             Telecopy:  (312) 940-6189

$10,000,000           FIRST UNION NATIONAL BANK, N.A.

                      By:
                      Title:

                                   Address:  1339 Chestnut Street
                                             Philadelphia, Pennsylvania 19107
                                             Attention:  H. David Tamimie
                                             Telephone:  (215) 973-7021
                                             Telecopy:   (215) 786-4114

$10,000,000           ASSOCIATED BANK GREEN BAY, NATIONAL
                      ASSOCIATION

                      By:
                                  Richard P. Pigeon, Senior Vice President

                                  Address: 200 North Adams
                                           Green Bay, Wisconsin  54301
                                           Attention: Richard P. Pigeon
                                           Telephone:  (920) 433-3128
                                           Telecopy:    (920) 433-4380
------------
$45,000,000       Aggregate Commitment

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