<PAGE>   1
                                                               [EXECUTION COPY]







                            364-DAY CREDIT AGREEMENT


                          Dated as of August 23, 1999


                                     among


                             LINCARE HOLDINGS INC.,
                                  as Borrower,


                      CERTAIN SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTY HERETO,
                                 as Guarantors,


                              THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO

                                      AND

                             BANK OF AMERICA, N.A.,
                                    as Agent

                                      AND

                                  Arranged by:


                        BANC OF AMERICA SECURITIES LLC,
                           as Sole Lead Arranger and
                               Sole Book Manager





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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                                         <C>
SECTION 1  DEFINITIONS.......................................................................1
        1.1 Definitions......................................................................1
        1.2 Computation of Time Periods.....................................................24
        1.3 Accounting Terms................................................................24
SECTION 2  CREDIT FACILITIES................................................................24
        2.1 Revolving Loans.................................................................24
SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES...................................26
        3.1 Default Rate....................................................................26
        3.2 Extension and Conversion........................................................27
        3.3 Prepayments.....................................................................27
        3.4 Termination and Reduction of Revolving Committed Amount; Increase of Committed
            Amount..........................................................................28
        3.5 Fees............................................................................30
        3.6 Capital Adequacy................................................................30
        3.7 Limitation on Eurodollar Loans..................................................31
        3.8 Illegality......................................................................31
        3.9 Requirements of Law.............................................................31
        3.10 Treatment of Affected Revolving Loans..........................................32
        3.11 Taxes..........................................................................33
        3.12 Compensation...................................................................35
        3.13 Pro Rata Treatment.............................................................35
        3.14 Sharing of Payments............................................................36
        3.15 Payments, Computations, Etc....................................................37
        3.16 Evidence of Debt...............................................................38
        3.17 Replacement of Affected Lenders................................................39
SECTION 4  GUARANTY.........................................................................40
        4.1 The Guaranty....................................................................40
        4.2 Obligations Unconditional.......................................................40
        4.3 Reinstatement...................................................................41
        4.4 Certain Additional Waivers......................................................42
        4.5 Remedies........................................................................42
        4.6 Rights of Contribution..........................................................42
        4.7 Continuing Guarantee............................................................43
SECTION 5  CONDITIONS.......................................................................44
        5.1 Closing Conditions..............................................................44
        5.2 Conditions to all Extensions of Credit..........................................46
SECTION 6  REPRESENTATIONS AND WARRANTIES...................................................46
        6.1 Financial Condition.............................................................47
        6.2 No Material Change..............................................................47
        6.3 Organization and Good Standing..................................................47
        6.4 Power; Authorization; Enforceable Obligations...................................47
</TABLE>





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<TABLE>
<CAPTION>

<S>                                                                                         <C>
        6.5 No Conflicts....................................................................48
        6.6 No Default......................................................................48
        6.7 Ownership.......................................................................48
        6.8 Indebtedness....................................................................48
        6.9 Litigation......................................................................49
        6.10 Taxes..........................................................................49
        6.11 Compliance with Law............................................................49
        6.12 ERISA..........................................................................49
        6.13 Subsidiaries...................................................................50
        6.14 Governmental Regulations, Etc..................................................51
        6.15 Purpose of Revolving Loans.....................................................51
        6.16 Environmental Matters..........................................................51
        6.17 Intellectual Property..........................................................52
        6.18 Solvency.......................................................................53
        6.19 Investments....................................................................53
        6.20 Disclosure.....................................................................53
        6.21 No Unusual Restrictions........................................................53
        6.22 Year 2000 Compliance...........................................................53
        6.23 Reimbursement from Third Party Payors..........................................53
        6.24 Fraud and Abuse................................................................54
        6.25 Licensing and Accreditation....................................................54
SECTION 7  AFFIRMATIVE COVENANTS............................................................55
        7.1 Information Covenants...........................................................55
        7.2 Preservation of Existence and Franchises........................................57
        7.3 Books and Records...............................................................57
        7.4 Compliance with Law.............................................................57
        7.5 Payment of Taxes and Other Indebtedness.........................................58
        7.6 Insurance.......................................................................58
        7.7 Maintenance of Property.........................................................58
        7.8 Performance of Obligations......................................................58
        7.9 Use of Proceeds.................................................................58
        7.10 Audits/Inspections.............................................................59
        7.11 Financial Covenants............................................................59
        7.12 Additional Credit Parties......................................................59
        7.13 Pledged Assets.................................................................60
        7.14 Year 2000 Compliance...........................................................60
        7.15 Further Assurances.............................................................60
SECTION 8  NEGATIVE COVENANTS...............................................................60
        8.1 Indebtedness....................................................................60
        8.2 Liens...........................................................................61
        8.3 Nature of Business..............................................................61
        8.4 Consolidation, Merger, Dissolution, etc.........................................62
        8.5 Asset Dispositions..............................................................62
        8.6 Investments.....................................................................62
        8.7 Restricted Payments.............................................................63
</TABLE>





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<TABLE>
<CAPTION>

<S>                                                                                         <C>
        8.8 Prepayments of Indebtedness, etc................................................63
        8.9 Transactions with Affiliates....................................................63
        8.10 Fiscal Year; Organizational Documents..........................................63
        8.11 Limitation on Restricted Actions...............................................64
        8.12 Ownership of Subsidiaries; Limitations on Borrower.............................64
        8.13 Sale Leasebacks................................................................64
        8.14 No Further Negative Pledges....................................................64
        8.15 No Foreign Subsidiaries........................................................65
SECTION 9  EVENTS OF DEFAULT................................................................65
        9.1 Events of Default...............................................................65
        9.2 Acceleration; Remedies..........................................................67
SECTION 10  AGENCY PROVISIONS...............................................................68
        10.1 Appointment, Powers and Immunities.............................................68
        10.2 Reliance by Agent..............................................................69
        10.3 Defaults.......................................................................69
        10.4 Rights as a Lender.............................................................69
        10.5 Indemnification................................................................70
        10.6 Non-Reliance on Agent and Other Lenders........................................70
        10.7 Successor Agent................................................................70
SECTION 11  MISCELLANEOUS...................................................................71
        11.1 Notices........................................................................71
        11.2 Right of Set-Off; Adjustments..................................................72
        11.3 Benefit of Agreement...........................................................72
        11.4 No Waiver; Remedies Cumulative.................................................74
        11.5 Expenses; Indemnification......................................................75
        11.6 Amendments, Waivers and Consents...............................................76
        11.7 Counterparts...................................................................77
        11.8 Headings.......................................................................77
        11.9 Survival.......................................................................77
        11.10 Governing Law; Submission to Jurisdiction; Venue..............................77
        11.11 Severability..................................................................78
        11.12 Entirety......................................................................78
        11.13 Binding Effect; Termination...................................................78
        11.14 Conflict......................................................................79
        11.15 Confidentiality...............................................................79
</TABLE>





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                                   SCHEDULES

Schedule 1.1(a)       Investments
Schedule 1.1(b)       Liens
Schedule 2.1(a)       Lenders
Schedule 6.9          Litigation
Schedule 6.13         Subsidiaries
Schedule 8.1          Indebtedness

                                    EXHIBITS

Exhibit 1.1(a)        Form of Pledge Agreement
Exhibit 2.1(b)(i)     Form of Notice of Borrowing
Exhibit 2.1(e)        Form of Revolving Note
Exhibit 3.2           Form of Notice of Extension/Conversion
Exhibit 3.4(b)        Form of New Commitment Agreement
Exhibit 7.1(c)        Form of Officer's Compliance Certificate
Exhibit 7.12          Form of Joinder Agreement
Exhibit 11.3(b)       Form of Assignment and Acceptance





<PAGE>   6

                                CREDIT AGREEMENT

        THIS 364-DAY CREDIT AGREEMENT, dated as of August 23, 1999, (as
amended, modified, restated or supplemented from time to time, the "Credit
Agreement"), is by and among LINCARE HOLDINGS INC., a Delaware corporation (the
"Borrower"), each of the Borrower's Subsidiaries (individually a "Guarantor"
and collectively the "Guarantors"), the Lenders (as defined herein) from time
to time party hereto and BANK OF AMERICA, N. A., as Agent for the Lenders (in
such capacity, the "Agent").

                              W I T N E S S E T H

        WHEREAS, the Borrower has requested that the Lenders provide a
$250,000,000 credit facility comprised of a $50,000,000 364-day revolving
credit facility as set forth in this Credit Agreement and a $200,000,000
three-year revolving credit facility as set forth in the Three-Year Credit
Agreement (as defined below), each for the purposes set forth herein and
therein; and

        WHEREAS, the Lenders have agreed to make the requested $50,000,000
364-day revolving credit facility available to the Borrower on the terms and
conditions hereinafter set forth.

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

                                   SECTION 1

                                  DEFINITIONS

        1.1    DEFINITIONS.

        As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

               "Acquisition", by any Person, means the acquisition by such
        Person of all of the Capital Stock or all or substantially all of the
        Property of another Person, whether or not involving a merger or
        consolidation with such other Person.

               "Additional Credit Party" means each Person that becomes a
        Guarantor after the Closing Date by execution of a Joinder Agreement.

               "Additional Revolving Commitment" means, with respect to any
        lender which executes a New Commitment Agreement in accordance with
        Section 3.4(b), the commitment of such Lender in an aggregate principal
        amount up to the amount specified in such New Commitment Agreement to
        make Loans in accordance with the provisions of Section 2.1(a).





<PAGE>   7

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

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

               "Affiliate" means, with respect to any Person, any other Person
        (i) directly or indirectly controlling or controlled by or under direct
        or indirect common control with such Person or (ii) directly or
        indirectly owning or holding five percent (5%) or more of the equity
        interest in such Person. For purposes of this definition, "control"
        when used with respect to any Person means the power to direct the
        management and policies of such Person, directly or indirectly, whether
        through the ownership of voting securities, by contract or otherwise;
        and the terms "controlling" and "controlled" have meanings correlative
        to the foregoing.

               "Agent" shall have the meaning assigned to such term in the
        heading hereof, together with any successors or assigns.

               "Agent's Fee Letter" means that certain letter agreement, dated
        as of July 6, 1999, between the Agent and the Borrower, as amended,
        modified, restated or supplemented from time to time.

               "Agent's Fees" shall have the meaning assigned to such term in
        Section 3.5(c).

               "Applicable Lending Office" means, for each Lender, the office
        of such Lender (or of an Affiliate of such Lender) as such Lender may
        from time to time specify to the Agent and the Borrower by written
        notice as the office by which its Eurodollar Loans are made and
        maintained.

               "Applicable Percentage" means, for purposes of calculating the
        applicable interest rate for any day for any Revolving Loan, the
        applicable rate of the Unused Fee for any day for purposes of Section
        3.5(b), the appropriate applicable percentage corresponding to the
        Leverage Ratio in effect as of the most recent Calculation Date as set
        forth below:




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<TABLE>
<CAPTION>
                         APPLICABLE PERCENTAGES
        -------------------------------------------------------------
                                   FOR REVOLVING LOANS
                                 ------------------------       FOR
        PRICING       LEVERAGE   EURODOLLAR     BASE RATE      UNUSED
         LEVEL         RATIO       LOANS          LOANS         FEE
        -------   -------------- ----------     ---------      ------
        <S>       <C>            <C>            <C>            <C>
           I      < = 1.0 to 1.0    1.125%        0.125%        0.25%*
                  < = 1.5 to 1.0
           II           but         1.375%        0.375%        0.30%*
                  >   1.0 to 1.0
                  < = 2.0 to 1.0
           III          but         1.625%        0.625%        0.35%*
                  >   1.5 to 1.0
           IV     >   2.0 to 1.0     2.00%         1.00%        0.45%*
</TABLE>

               *If on any day following 90 days from the Closing Date, the
               aggregate outstanding principal amount of all Revolving Loans
               hereunder together with any "Revolving Loans" plus "LOC
               Obligations" outstanding under the Three-Year Credit Agreement,
               (as such terms are defined therein) is less than the product of
               (A) one-half (1/2) times (B) the Revolving Committed Amount
               hereunder plus the Revolving Committed Amount under the
               Three-Year Credit Agreement, the applicable Unused Fee (as shown
               above) shall be increased by an amount equal to 12.5 basis
               points.

        The Applicable Percentages shall be determined and adjusted quarterly
        on the date (each a "Calculation Date") five Business Days after the
        date by which the Borrower is required to provide the officer's
        certificate in accordance with the provisions of Section 7.1(c) for the
        most recently ended fiscal quarter of the Consolidated Parties;
        provided, however, that (i) the initial Applicable Percentages shall be
        based on Pricing Level II (as shown above) and shall remain at Pricing
        Level II until the date six months following the Closing Date, on and
        after which time the Pricing Level shall be determined by the Leverage
        Ratio as of the last day of the most recently ended fiscal quarter of
        the Consolidated Parties preceding the applicable Calculation Date and
        (ii) if the Borrower fails to provide the officer's certificate as
        required by Section 7.1(c) for the last day of the most recently ended
        fiscal quarter of the Consolidated Parties preceding the applicable
        Calculation Date, the Applicable Percentage from such Calculation Date
        shall be based on Pricing Level IV until such time as an appropriate
        officer's certificate is provided, whereupon the Applicable Percentages
        shall be determined by the Leverage Ratio as of the last day of the
        most recently ended fiscal quarter of the Consolidated Parties
        preceding such Calculation Date. Each Applicable Percentage shall be
        effective from one Calculation Date until the next Calculation Date.
        Any adjustment in the Applicable Percentages shall be applicable to all
        existing Revolving Loans as well as any new Revolving Loans.

               "Asset Disposition" means any disposition, other than pursuant
        to an Excluded Asset Disposition, of any or all of the Property
        (including without limitation the Capital




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<PAGE>   9

        Stock of a Subsidiary) of any Consolidated Party whether by sale,
        lease, transfer or otherwise, but other than pursuant to any casualty
        or condemnation event.

               "Bank of America" means Bank of America, N.A. and its successors.

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

               "Bankruptcy Event" means, with respect to any Person, the
        occurrence of any of the following with respect to such Person: (i) a
        court or governmental agency having jurisdiction in the premises shall
        enter a decree or order for relief in respect of such Person in an
        involuntary case under any applicable bankruptcy, insolvency or other
        similar law now or hereafter in effect, or appointing a receiver,
        liquidator, assignee, custodian, trustee, sequestrator (or similar
        official) of such Person or for any substantial part of its Property or
        ordering the winding up or liquidation of its affairs; or (ii) there
        shall be commenced against such Person an involuntary case under any
        applicable bankruptcy, insolvency or other similar law now or hereafter
        in effect, or any case, proceeding or other action for the appointment
        of a receiver, liquidator, assignee, custodian, trustee, sequestrator
        (or similar official) of such Person or for any substantial part of its
        Property or for the winding up or liquidation of its affairs, and such
        involuntary case or other case, proceeding or other action shall remain
        undismissed, undischarged or unbonded for a period of sixty (60)
        consecutive days; or (iii) such Person shall commence a voluntary case
        under any applicable bankruptcy, insolvency or other similar law now or
        hereafter in effect, or consent to the entry of an order for relief in
        an involuntary case under any such law, or consent to the appointment
        or taking possession by a receiver, liquidator, assignee, custodian,
        trustee, sequestrator (or similar official) of such Person or for any
        substantial part of its Property or make any general assignment for the
        benefit of creditors; or (iv) such Person shall be unable to, or shall
        admit in writing its inability to, pay its debts generally as they
        become due.

               "Base Rate" means, for any day, the rate per annum equal to the
        higher of (a) the Federal Funds Rate for such day plus one-half of one
        percent (.5%) and (b) the Prime Rate for such day. Any change in the
        Base Rate due to a change in the Prime Rate or the Federal Funds Rate
        shall be effective on the effective date of such change in the Prime
        Rate or Federal Funds Rate.

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

               "Borrower" means the Person identified as such in the heading
        hereof, together with any permitted successors and assigns.

               "Business Day" means a day other than a Saturday, Sunday or
        other day on which commercial banks in Charlotte, North Carolina or New
        York, New York are authorized or required by law to close, except that,
        when used in connection with a Eurodollar Loan,




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        such day shall also be a day on which dealings between banks are
        carried on in U.S. dollar deposits in London, England.

               "Calculation Date" shall have the meaning assigned to such term
        in the definition of "Applicable Percentage" set forth in this Section
        1.1.

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

               "Capital Stock" means (i) in the case of a corporation, capital
        stock, (ii) in the case of an association or business entity, any and
        all shares, interests, participations, rights or other equivalents
        (however designated) of capital stock, (iii) in the case of a
        partnership, partnership interests (whether general or limited), (iv)
        in the case of a limited liability company, membership interests and
        (v) any other interest or participation that confers on a Person the
        right to receive a share of the profits and losses of, or distributions
        of assets of, the issuing Person.

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




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               "Change of Control" means the occurrence of any of the following
        events: (i) any Person or two or more Persons acting in concert (other
        than Persons owning 30% or more of the Voting Stock of the Borrower on
        the Closing Date) shall have acquired beneficial ownership, directly or
        indirectly, of, or shall have acquired by contract or otherwise, or
        shall have entered into a contract or arrangement that, upon
        consummation, will result in its or their acquisition of, control over,
        Voting Stock of the Borrower (or other securities convertible into such
        Voting Stock) representing 30% or more of the combined voting power of
        all Voting Stock of the Borrower, (ii) any Person or two or more
        Persons acting in concert (other than Persons owning 30% or more of the
        Voting Stock of the Borrower on the Closing Date) has the ability
        directly or indirectly, to elect a majority of the board of directors
        of the Borrower or (iii) during any period of up to 12 consecutive
        months, commencing on the Closing Date, individuals who at the
        beginning of such 12-month period were directors of the Borrower shall
        cease for any reason (other than the death, disability or retirement of
        an officer of the Borrower that is serving as a director at such time
        so long as another officer of the Borrower replaces such Person as a
        director) to constitute a majority of the board of directors of the
        Borrower; provided, however to the extent there exist vacancies on the
        Board of Directors as of the Closing Date or if after the Closing Date,
        the existing Board of Directors increases the number of directors on
        the Board of Directors by an amount not more than three, the
        individuals named to fill such vacancies, if selected by a majority of
        directors sitting as of the Closing Date, shall be deemed for purposes
        of this clause (iii) to have been appointed prior to the Closing Date.

               "Closing Date" means the date hereof.

               "Code" means the Internal Revenue Code of 1986, as amended, and
        any successor statute thereto, as interpreted by the rules and
        regulations issued thereunder, in each case as in effect from time to
        time. References to sections of the Code shall be construed also to
        refer to any successor sections.

               "Commitment" means with respect to each Lender, the commitment
        of such Lender in an aggregate principal amount at any time outstanding
        of up to such Lender's Commitment Percentage of the Revolving Committed
        Amount to make Revolving Loans in accordance with the provisions of
        Section 2.1(a).

               "Commitment Percentage" means, for any Lender, the percentage
        identified as its Commitment Percentage on Schedule 2.1(a), as such
        percentage may be modified in connection with any assignment made in
        accordance with the provisions of Section 11.3.

               "Consolidated Capital Expenditures" means, for any period, all
        capital expenditures of the Consolidated Parties on a consolidated
        basis for such period, as determined in accordance with GAAP.

               "Consolidated Cash Interest Expense" means, for any period,
        interest expense (including the amortization of debt discount and
        premium, the interest component under Capital Leases and the implied
        interest component under Synthetic Leases), as




                                       6
<PAGE>   12

        determined in accordance with GAAP, to the extent the same are paid in
        cash during such period.

               "Consolidated Cash Taxes" means, for any period, the aggregate
        of all taxes of the Consolidated Parties on a consolidated basis for
        such period, as determined in accordance with GAAP, to the extent the
        same are paid in cash during such period.

               "Consolidated EBITDA" means, for any period, the sum of (i)
        Consolidated Net Income for such period, plus (ii) an amount which, in
        the determination of Consolidated Net Income for such period, has been
        deducted for (A) Consolidated Interest Expense, (B) total federal,
        state, local and foreign income, value added and similar taxes, (C)
        depreciation and amortization expense and (D) other extraordinary
        non-recurring, non-cash charges, all as determined in accordance with
        GAAP.

               "Consolidated EBITDAR" means, for any period, the sum of (i)
        Consolidated EBITDA for such period, plus (ii) an amount which in the
        determination of Consolidated Net Income for such period has been
        deducted for Consolidated Rent Expense for such period, all as
        determined in accordance with GAAP.

               "Consolidated Interest Expense" means, for any period, interest
        expense (including the amortization of debt discount and premium, the
        interest component under Capital Leases and the implied interest
        component under Synthetic Leases) of the Consolidated Parties on a
        consolidated basis for such period, as determined in accordance with
        GAAP.

               "Consolidated Net Income" means, for any period, net income
        (excluding extraordinary items) after taxes for such period of the
        Consolidated Parties on a consolidated basis, as determined in
        accordance with GAAP.

               "Consolidated Net Worth" means, as of any date, shareholders'
        equity or net worth of the Consolidated Parties on a consolidated
        basis, as determined in accordance with GAAP.

               "Consolidated Parties" means a collective reference to the
        Borrower and its Subsidiaries, and "Consolidated Party" means any one
        of them.

               "Consolidated Rent Expense" means, for any period, with respect
        to the Consolidated Parties on a consolidated basis, all rent payable
        under an Operating Lease (whether a lease of real property, personal
        property or mixed), as determined in accordance with GAAP.

               "Consolidated Scheduled Funded Debt Payments" means, as of the
        end of each fiscal quarter of the Consolidated Parties, for the
        Consolidated Parties on a consolidated basis, the sum of all scheduled
        payments of principal on Funded Indebtedness for the applicable period
        ending on such date (including the principal component of payments due
        on Capital Leases during the applicable period ending on such date); it
        being




                                       7
<PAGE>   13

        understood that Consolidated Scheduled Funded Debt Payments shall not
        include (i) voluntary prepayments or the mandatory prepayments required
        pursuant to Section 3.3 or (ii) Funded Indebtedness with respect to
        this 364-Day Credit Agreement.

               "Continue", "Continuation", and "Continued" shall refer to the
        continuation pursuant to Section 3.2 or Sections 3.7 through 3.9,
        inclusive, of a Eurodollar Loan from one Interest Period to the next
        Interest Period.

               "Contract Provider" means any Person or any employee, agent or
        subcontractor of such Person who provides professional health care
        services under or pursuant to any contract with any Consolidated Party.

               "Convert", "Conversion", and "Converted" shall refer to a
        conversion pursuant to Section 3.2 or Sections 3.7 through 3.12,
        inclusive, of a Base Rate Loan into a Eurodollar Loan.

               "Credit Documents" means a collective reference to this Credit
        Agreement, the Revolving Notes, each Joinder Agreement, the Agent's Fee
        Letter, the Pledge Agreement, the Three-Year Credit Agreement, and all
        other related agreements and documents issued or delivered hereunder or
        thereunder or pursuant hereto or thereto (in each case as the same may
        be amended, modified, restated, supplemented, extended, renewed or
        replaced from time to time), and "Credit Document" means any one of
        them.

               "Credit Parties" means a collective reference to the Borrower
        and the Guarantors, and "Credit Party" means any one of them.

               "Credit Party Obligations" means, without duplication, (i) all
        of the obligations of the Credit Parties to the Lenders and the Agent,
        whenever arising, under this Credit Agreement, the Revolving Notes, the
        Pledge Agreement or any of the other Credit Documents (including, but
        not limited to, any interest accruing after the occurrence of a
        Bankruptcy Event with respect to any Credit Party, regardless of
        whether such interest is an allowed claim under the Bankruptcy Code),
        (ii) all liabilities and obligations, whenever arising, owing from any
        Credit Party to any Lender, or any Affiliate of a Lender, arising under
        any Hedging Agreement or any Equity Swap Agreement and (iii) all of the
        obligations and liabilities of the type described in clauses (i) and
        (ii) of the definition of "Credit Party Obligations" set forth in
        Section 1.1 of the Three-Year Credit Agreement.

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

               "Defaulting Lender" means, at any time, any Lender, as
        determined by the Agent, that (a) has failed to make a Revolving Loan
        or purchase a Participation Interest required pursuant to the term of
        this Credit Agreement, (b) has failed to pay to the Agent or any Lender
        an amount owed by such Lender pursuant to the terms of this Credit
        Agreement,




                                       8
<PAGE>   14

        or (c) has been deemed insolvent or has become subject to a bankruptcy
        or insolvency proceeding or a receiver, trustee or similar official has
        been appointed.

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

               "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
        Lender; and (iii) any other Person approved by the Agent and, unless an
        Event of Default has occurred and is continuing at the time any
        assignment is effected in accordance with Section 11.3, the Borrower
        (such approval not to be unreasonably withheld or delayed by the
        Borrower and such approval to be deemed given by the Borrower if no
        objection is received by the assigning Lender and the Agent from the
        Borrower within five Business Days after written notice of such
        proposed assignment has been provided by the assigning Lender to the
        Borrower in accordance with Section 11.1); provided, however, that
        neither the Borrower nor an Affiliate of the Borrower shall qualify as
        an Eligible Assignee.

               "Environmental Laws" means any and all lawful and applicable
        Federal, state, local and foreign statutes, laws (including, without
        limitation, the Comprehensive Environmental Response, Compensation and
        Liability Act of 1980, the Resource Conservation and Recovery Act of
        1976, the Toxic Substances Control Act, the Water Pollution Control
        Act, the Clean Air Act and the Hazardous Materials Transportation Act),
        regulations, ordinances, rules, judgments, orders, decrees, permits,
        concessions, grants, franchises, licenses, agreements or other
        governmental restrictions relating to the environment or to emissions,
        discharges, releases or threatened releases of pollutants,
        contaminants, chemicals, or industrial, toxic or hazardous substances
        or wastes into the environment including, without limitation, ambient
        air, surface water, ground water, or land, or otherwise relating to the
        manufacture, processing, distribution, use, treatment, storage,
        disposal, transport, or handling of pollutants, contaminants,
        chemicals, or industrial, toxic or hazardous substances or wastes.

               "Equity Issuance" means any issuance by any Consolidated Party
        to any Person (other than a Credit Party) of (a) shares of its Capital
        Stock, (b) any shares of its Capital Stock pursuant to the exercise of
        options or warrants or (c) any shares of its Capital Stock pursuant to
        the conversion of any debt securities to equity. The term "Equity
        Issuance" shall not include any Asset Disposition.

               "Equity Swap Agreements" means any agreement entered into by the
        Borrower in order to manage existing or anticipated risk associated
        with the repurchase by the Borrower of shares of its Capital Stock at a
        predetermined purchase price.

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




                                       9
<PAGE>   15

               "ERISA Affiliate" means an entity which is under common control
        with any Credit Party within the meaning of Section 4001(a)(14) of
        ERISA, or is a member of a group which includes the Borrower and which
        is treated as a single employer under Sections 414(b) or (c) of the
        Code.

               "ERISA Event" means (i) with respect to any Plan, the occurrence
        of a Reportable Event with respect to which the Department of Labor has
        not waived the reporting requirement or the substantial cessation of
        operations (within the meaning of Section 4062(e) of ERISA); (ii) the
        withdrawal by any Consolidated Party or any ERISA Affiliate from a
        Multiple Employer Plan during a plan year in which it was a substantial
        employer (as such term is defined in Section 4001(a)(2) of ERISA), or
        the termination of a Multiple Employer Plan; (iii) the distribution of
        a notice of intent to terminate or the actual termination of a Plan
        pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution
        of proceedings to terminate or the actual termination of a Plan by the
        PBGC under Section 4042 of ERISA; (v) any event or condition which
        might constitute grounds under Section 4042 of ERISA for the
        termination of, or the appointment of a trustee to administer, any
        Plan; (vi) the complete or partial withdrawal of any Consolidated Party
        or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions
        for imposition of a lien under Section 302(f) of ERISA exist with
        respect to any Plan that could reasonably be expected to cause a
        Material Adverse Effect; or (viii) the adoption of an amendment to any
        Plan requiring the provision of security to such Plan pursuant to
        Section 307 of ERISA.

               "Eurodollar Loan" means any Revolving Loan that bears interest
        at a rate based upon the Eurodollar Rate.

               "Eurodollar Rate" means, for any Eurodollar Loan for any
        Interest Period therefor, the rate per annum (rounded upwards, if
        necessary, to the nearest 1/100 of 1%) determined by the Agent to be
        equal to the quotient obtained by dividing (a) the Interbank Offered
        Rate for such Eurodollar Loan for such Interest Period by (b) 1 minus
        the Eurodollar Reserve Requirement for such Eurodollar Loan for such
        Interest Period.

               "Eurodollar Reserve Requirement" means, at any time, the maximum
        rate at which reserves (including, without limitation, any marginal,
        special, supplemental, or emergency reserves) are required to be
        maintained under regulations issued from time to time by the Board of
        Governors of the Federal Reserve System (or any successor) by member
        banks of the Federal Reserve System against "Eurocurrency liabilities"
        (as such term is used in Regulation D). Without limiting the effect of
        the foregoing, the Eurodollar Reserve Requirement shall reflect any
        other reserves required to be maintained by such member banks with
        respect to (i) any category of liabilities which includes deposits by
        reference to which the Adjusted Eurodollar Rate is to be determined, or
        (ii) any category of extensions of credit or other assets which include
        Eurodollar Loans. The Adjusted Eurodollar Rate shall be adjusted
        automatically on and as of the effective date of any change in the
        Eurodollar Reserve Requirement.

               "Event of Default" means such term as defined in Section 9.1.




                                      10
<PAGE>   16

               "Excluded Asset Disposition" means, with respect to any
        Consolidated Party, (i) the sale of inventory in the ordinary course of
        such Consolidated Party's business, (ii) the sale or disposition of
        machinery and equipment no longer used or useful in the conduct of such
        Consolidated Party's business, (iii) any Equity Issuance by such
        Consolidated Party, (iv) any disposition on account of any loss of,
        damage to or destruction of, or any condemnation or other taking for
        public use of, any Property of the Consolidated Parties and (v) any
        sale, lease, transfer or other disposition of Property by such
        Consolidated Party to any other Consolidated Party.

               "Executive Officer" of any Person means any of the chief
        executive officer, chief operating officer, president, vice president,
        chief financial officer or treasurer of such Person.

               "Existing Credit Agreement" means that certain Credit Agreement,
        dated as of November 25, 1997, by and among the Borrower, the Lenders
        identified therein and NationsBank, N.A., as Agent (as amended).

               "Fees" means all fees payable pursuant to Section 3.5.

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

               "Fixed Charge Coverage Ratio" means, as of the end of each
        fiscal quarter of the Consolidated Parties for the twelve month period
        ending on such date, the ratio of (a) Consolidated EBITDAR for the
        applicable period minus Consolidated Capital Expenditures for the
        applicable period minus Consolidated Cash Taxes for the applicable
        period to (b) the sum of (i) Consolidated Cash Interest Expense for the
        applicable period plus (ii) Consolidated Scheduled Funded Debt Payments
        for the applicable period plus (iii) Consolidated Rent Expense for the
        applicable period.

               "Foreign Subsidiary" means any direct or indirect Subsidiary of
        the Borrower which is not incorporated or organized under the laws of
        any state of the United States or the District of Columbia.

               "Funded Indebtedness" means, with respect to any Person, without
        duplication, (a) all obligations of such Person for borrowed money, (b)
        all obligations of such Person




                                      11
<PAGE>   17

        evidenced by bonds, debentures, notes or similar instruments, or upon
        which interest payments are customarily made, (c) all obligations of
        such Person under conditional sale or other title retention agreements
        relating to Property purchased by such Person (other than customary
        reservations or retentions of title under agreements with suppliers
        entered into in the ordinary course of business), (d) all obligations
        of such Person issued or assumed as the deferred purchase price of
        Property or services purchased by such Person (other than trade debt
        incurred in the ordinary course of business and due within six months
        of the incurrence thereof) which would appear as liabilities on a
        balance sheet of such Person, (e) the principal portion of all
        obligations of such Person under Capital Leases, (f) the maximum amount
        of all standby letters of credit issued or bankers' acceptances
        facilities created for the account of such Person and, without
        duplication, all drafts drawn thereunder (to the extent unreimbursed),
        (g) all preferred Capital Stock issued by such Person and required by
        the terms thereof to be redeemed, or for which mandatory sinking fund
        payments are due, by a fixed date, (h) the principal portion of all
        obligations of such Person under Synthetic Leases, (i) all Indebtedness
        of another Person of the type referred to in clause (a)-(h) above
        secured by (or for which the holder of such Funded Indebtedness has an
        existing right, contingent or otherwise, to be secured by) any Lien on,
        or payable out of the proceeds of production from, Property owned or
        acquired by such Person, whether or not the obligations secured thereby
        have been assumed, (j) all Guaranty Obligations of such Person with
        respect to Indebtedness of the type referred to in clauses (a)-(h)
        above of another Person and (k) Indebtedness of the type referred to in
        clauses (a)-(h) above of any partnership or unincorporated joint
        venture in which such Person is legally obligated or has a reasonable
        expectation of being liable with respect thereto.

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

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

               "Guarantors" means each of the Subsidiaries of the Borrower
        (other than Lincare of Columbia) and each Additional Credit Party which
        has executed a Joinder Agreement, together with their successors and
        assigns, and "Guarantor" means any one of them.

               "Guaranty Obligations" means, with respect to any Person,
        without duplication, any obligations of such Person (other than
        endorsements in the ordinary course of business of negotiable
        instruments for deposit or collection) guaranteeing or intended to
        guarantee any Indebtedness of any other Person in any manner, whether
        direct or indirect, and including without limitation any obligation,
        whether or not contingent, (i) to purchase any such Indebtedness or any
        Property constituting security therefor, (ii) to advance or provide
        funds or other support for the payment or purchase of any such
        Indebtedness or to maintain working capital, solvency or other balance
        sheet condition of such other Person (including without limitation keep
        well agreements, maintenance agreements, comfort letters or similar
        agreements or arrangements) for the benefit of any holder of
        Indebtedness of such other Person, (iii) to lease or purchase Property,
        securities or




                                      12
<PAGE>   18

        services primarily for the purpose of assuring the holder of such
        Indebtedness, or (iv) to otherwise assure or hold harmless the holder
        of such Indebtedness against loss in respect thereof. The amount of any
        Guaranty Obligation hereunder shall (subject to any limitations set
        forth therein) be deemed to be an amount equal to the outstanding
        principal amount (or maximum principal amount, if larger) of the
        Indebtedness in respect of which such Guaranty Obligation is made.

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

               "Hedging Agreement" means any interest rate protection agreement.

               "Indebtedness" of any Person means, without duplication, (a) all
        obligations of such Person for borrowed money, (b) all obligations of
        such Person evidenced by bonds, debentures, notes or similar
        instruments, or upon which interest payments are customarily made, (c)
        all obligations of such Person under conditional sale or other title
        retention agreements relating to Property purchased by such Person
        (other than customary reservations or retentions of title under
        agreements with suppliers entered into in the ordinary course of
        business), (d) all obligations of such Person issued or assumed as the
        deferred purchase price of Property or services purchased by such
        Person which would appear as liabilities on a balance sheet of such
        Person, (e) all obligations of such Person under take-or-pay or similar
        arrangements or under commodities agreements, (f) all Indebtedness of
        others secured by (or for which the holder of such Indebtedness has an
        existing right, contingent or otherwise, to be secured by) any Lien on,
        or payable out of the proceeds of production from, Property owned or
        acquired by such Person, whether or not the obligations secured thereby
        have been assumed, (g) all Guaranty Obligations of such Person, (h) the
        principal portion of all obligations of such Person under Capital
        Leases, (i) all obligations of such Person under Hedging Agreements and
        under Equity Swap Agreements, (j) the maximum amount of all standby
        letters of credit issued or bankers' acceptances facilities created for
        the account of such Person and, without duplication, all drafts drawn
        thereunder (to the extent unreimbursed), (k) all preferred Capital
        Stock issued by such Person and required by the terms thereof to be
        redeemed, or for which mandatory sinking fund payments are due, by a
        fixed date (l) the principal portion of all obligations of such Person
        under Synthetic Leases and (m) the Indebtedness of any partnership or
        unincorporated joint venture in which such Person is a general partner
        or a joint venturer.

               "Interbank Offered Rate" means, for any Eurodollar Loan for any
        Interest Period therefor, the rate per annum (rounded upwards, if
        necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750
        (or any successor page) as the London interbank offered rate for
        deposits in Dollars at approximately 11:00 a.m. (London time) two
        Business Days prior to the first day of such Interest Period for a term
        comparable to such Interest Period. If for any reason such rate is not
        available, the term "Interbank Offered Rate" shall mean, for any
        Eurodollar Loan for any Interest Period therefor, the rate per annum
        (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing
        on Reuters Screen LIBO Page as the London interbank offered rate for
        deposits in Dollars at approximately




                                      13
<PAGE>   19

        11:00 a.m. (London time) two Business Days prior to the first day of
        such Interest Period for a term comparable to such Interest Period;
        provided, however, if more than one rate is specified on Reuters Screen
        LIBO Page, the applicable rate shall be the arithmetic mean of all such
        rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).

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

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

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

               "Joinder Agreement" means a Joinder Agreement substantially in
        the form of Exhibit 7.12 hereto, executed and delivered by a new
        Guarantor in accordance with the provisions of Section 7.12.

               "Lender" means (i) any of the Persons identified as a "Lender"
        on the signature pages hereto, and any Person which may become a Lender
        by way of assignment in accordance with the terms hereof, together with
        their successors and permitted assigns and (ii) each of the "Lenders"
        under and as defined in the Three-Year Credit Agreement.

               "Leverage Ratio" means, as of the end of each fiscal quarter of
        the Consolidated Parties for the twelve month period ending on such
        date, the ratio of (a) Funded Indebtedness of the Consolidated Parties
        on the last day of such period to (b) Consolidated EBITDA for such
        period.




                                      14
<PAGE>   20

               "Lien" means any mortgage, pledge, hypothecation, assignment,
        deposit arrangement, security interest, encumbrance, lien (statutory or
        otherwise), preference, priority or charge of any kind (including any
        agreement to give any of the foregoing, any conditional sale or other
        title retention agreement, any financing or similar statement or notice
        filed under the Uniform Commercial Code as adopted and in effect in the
        relevant jurisdiction or other similar recording or notice statute, and
        any lease in the nature thereof).

               "Lincare of Columbia" means Lincare of Columbia LP, a South
        Carolina limited partnership, together with any successors and
        permitted assigns.

               "Material Adverse Effect" means a material adverse effect on (i)
        the business condition (financial or otherwise), operating results,
        liabilities or assets of the Consolidated Parties taken as a whole,
        (ii) the ability of the Credit Parties as a whole to perform any
        material obligations under the Credit Documents or (iii) the material
        rights and remedies of the Agent and the Lenders under the Credit
        Documents.

               "Materials of Environmental Concern" means any gasoline or
        petroleum (including crude oil or any fraction thereof) or petroleum
        products or any hazardous or toxic substances, materials or wastes,
        defined or regulated as such in or under any Environmental Laws,
        including, without limitation, asbestos, polychlorinated biphenyls and
        urea-formaldehyde insulation.

               "Maturity Date" means the date 364 days following the Closing
        Date.

               "Medicaid Program" means the medical assistance program operated
        by Governmental Authorities set forth in the Medicaid Regulations.

               "Medicaid Supplier" means an entity entitled to receive payments
        from the Medicaid Program and authorized to provide services and
        supplies for Medicaid patients in accordance with the Medicaid
        Regulations.

               "Medicaid Regulations" means, collectively, (i) all federal
        statutes (whether set forth in Title XIX of the Social Security Act or
        elsewhere) affecting the medical assistance program established by
        Title XIX of the Social Security Act and any statutes succeeding
        thereto; (ii) all applicable provisions of all federal rules,
        regulations, manuals and orders of all Governmental Authorities
        promulgated pursuant to or in connection with the statutes described in
        clause (i) above and all federal administrative, reimbursement and
        other guidelines of all Governmental Authorities having the force of
        law promulgated pursuant to or in connection with the statutes
        described in clause (i) above; (iii) all state statutes and plans for
        medical assistance enacted in connection with the statutes and
        provisions described in clauses (i) and (ii) above; and (iv) all
        applicable provisions of all rules, regulations, manuals and orders of
        all Governmental Authorities promulgated pursuant to or in connection
        with the statutes described in clause (iii) above and all state
        administrative, reimbursement and other guidelines of all Governmental




                                      15
<PAGE>   21

        Authorities having the force of law promulgated pursuant to or in
        connection with the statutes described in clause (ii) above, in each
        case as may be amended, supplemented or otherwise modified from time to
        time.

               "Medicare Program" means the health insurance program operated
        by Governmental Authorities pursuant to the Medicare Regulations.

               "Medicare Supplier" means an entity eligible to receive payment
        from the Medicare Program and authorized to provide services and
        supplies for Medicare patients in accordance with the Medicare
        Regulations.

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

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

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

               "Multiple Employer Plan" means a Plan which any Consolidated
        Party or any ERISA Affiliate and at least one employer other than a
        Consolidated Party or any ERISA Affiliate are contributing sponsors.

               "Net Cash Proceeds" means the aggregate cash proceeds (including
        cash actually received by way of deferred payment pursuant to a
        promissory note, receivable, or otherwise) received by a Consolidated
        Party of any Equity Issuance, net of (a) direct costs (including,
        without limitation, legal, accounting and investment banking fees and
        sales commissions) and (b) taxes paid or payable as a result thereof;
        it being understood that "Net Cash Proceeds" shall include, without
        limitation, any cash received upon the sale or other disposition of any
        non-cash consideration received by any Consolidated Party in any Equity
        Issuance.

               "New Commitment Agreement" shall have the meaning assigned to
        such term in Section 3.4(b).

               "Notice of Borrowing" means a written notice of borrowing in
        substantially the form of Exhibit 2.1(b)(i), as required by Section
        2.1(b)(i).




                                      16
<PAGE>   22

               "Notice of Extension/Conversion" means the written notice of
        extension or conversion in substantially the form of Exhibit 3.2, as
        required by Section 3.2.

               "Operating Lease" means, as applied to any Person, any lease
        (including, without limitation, leases which may be terminated by the
        lessee at any time) of any Property (whether real, personal or mixed)
        which is not a Capital Lease other than any such lease in which that
        Person is the lessor.

               "Other Taxes" shall have the meaning assigned to such term in
        Section 3.11.

               "Participation Interest" means a purchase by a Lender of a
        participation in any Revolving Loans as provided in Section 3.14.

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

               "Permitted Acquisition" means an Acquisition by the Borrower or
        any Subsidiary of the Borrower for the fair market value of the Capital
        Stock or Property acquired, provided that (i) the Capital Stock or
        Property acquired in such Acquisition relates to a line of business
        similar to the business of the Borrower or any of its Subsidiaries,
        (ii) in the case of an Acquisition of Capital Stock of another Person,
        (A) the board of directors (or other comparable governing body) of such
        other Person shall have duly approved such Acquisition and (B) such
        Person shall become a wholly-owned direct or indirect Subsidiary of the
        Borrower, (iii) the representations and warranties made by the Credit
        Parties in any Credit Document shall be true and correct in all
        material respects at and as if made as of the date of such Acquisition
        (after giving effect thereto) except to the extent such representations
        and warranties expressly relate to an earlier date and no Default or
        Event of Default exists as of the date of such Acquisition (after
        giving effect thereto) and (iv) (A) if the aggregate consideration for
        such Acquisition, exceeds $25,000,000 but is less than $35,000,000, the
        Borrower shall have delivered to the Agent a Pro Forma Compliance
        Certificate demonstrating that, upon giving effect to the Acquisition
        on a Pro Forma Basis, the Borrower will be in compliance with all of
        the financial covenants set forth in Section 7.11 or (B) if the
        aggregate consideration (including cash and non-cash consideration and
        any assumption of Indebtedness) for such Acquisition exceeds
        $35,000,000 or if any such Acquisition would cause the aggregate
        consideration for all Acquisitions in any fiscal year to exceed
        $150,000,000, the Borrower shall have received the approval of the
        Required Lenders, which approval shall be given in the Required
        Lenders' sole discretion.

               "Permitted Investments" means Investments which are (i) cash and
        Cash Equivalents; (ii) accounts receivable created, acquired or made by
        any Consolidated Party in the ordinary course of business and payable
        or dischargeable in accordance with customary trade terms; (iii)
        Investments consisting of Capital Stock, obligations, securities or
        other property received by any Consolidated Party in settlement of
        accounts receivable (created in the ordinary course of business) from
        bankrupt obligors; (iv) Investments




                                      17
<PAGE>   23

        existing as of the Closing Date and set forth in Schedule 1.1(a); (v)
        advances or loans to officers, employees, agents, customers or
        suppliers that do not exceed $1,000,000 in the aggregate at any one
        time outstanding for all of the Consolidated Parties; (vi) advances or
        loans to non-officer, non-employee directors that do not exceed
        $5,000,000 in the aggregate at any one time outstanding for all of the
        Consolidated Parties; (vii) Investments in any Credit Party; (viii)
        Permitted Acquisitions; (ix) advances in respect of the Stock Buy-Back
        Plan and (x) additional Investments not exceeding $5,000,000 in the
        aggregate at any time outstanding.

               "Permitted Liens" means:

               (i) Liens in favor of the Agent, for the benefit of the Lenders,
        to secure the Credit Party Obligations;

               (ii) Liens (other than Liens created or imposed under ERISA) for
        taxes, assessments or governmental charges or levies not yet due or
        Liens for taxes being contested in good faith by appropriate
        proceedings for which adequate reserves determined in accordance with
        GAAP have been established (and as to which the Property subject to any
        such Lien is not yet subject to foreclosure, sale or loss on account
        thereof);

               (iii) statutory Liens of landlords and Liens of carriers,
        warehousemen, mechanics, materialmen and suppliers and other Liens
        imposed by law or pursuant to customary reservations or retentions of
        title arising in the ordinary course of business, provided that such
        Liens secure only amounts not yet due and payable or, if due and
        payable, are unfiled and no other action has been taken to enforce the
        same or are being contested in good faith by appropriate proceedings
        for which adequate reserves determined in accordance with GAAP have
        been established (and as to which the Property subject to any such Lien
        is not yet subject to foreclosure, sale or loss on account thereof);

               (iv) Liens (other than Liens created or imposed under ERISA)
        incurred or deposits made by any Consolidated Party in the ordinary
        course of business in connection with workers' compensation,
        unemployment insurance and other types of social security, or to secure
        the performance of tenders, statutory obligations, bids, leases,
        government contracts, performance and return-of-money bonds and other
        similar obligations (exclusive of obligations for the payment of
        borrowed money);

               (v) Liens in connection with attachments or judgments (including
        judgment or appeal bonds) provided that the judgments secured shall,
        within 30 days after the entry thereof, have been discharged or
        execution thereof stayed pending appeal, or shall have been discharged
        within 30 days after the expiration of any such stay;

               (vi) easements, rights-of-way, restrictions (including zoning
        restrictions), minor defects or irregularities in title and other
        similar charges or encumbrances not, in




                                      18
<PAGE>   24

        any material respect, impairing the use of the encumbered Property for
        its intended purposes;

               (vii)  Liens on Property securing purchase money Indebtedness
        (including Capital Leases and Synthetic Leases) to the extent permitted
        under Section 8.1(c), provided that any such Lien attaches to such
        Property concurrently with or within 90 days after the acquisition
        thereof;

               (viii) leases or subleases granted to others not interfering in
        any material respect with the business of any Consolidated Party;

               (ix)   any interest of title of a lessor under, and Liens arising
        from UCC financing statements (or equivalent filings, registrations or
        agreements in foreign jurisdictions) relating to, leases permitted by
        this Credit Agreement;

               (x)    normal and customary rights of setoff upon deposits of
        cash in favor of banks or other depository institutions;

               (xi)   Liens of a collection bank arising under Section 4-210 of
        the Uniform Commercial Code on items in the course of collection;

               (xii)  Liens of sellers of goods to the Borrower and any of its
        Subsidiaries arising under Article 2 of the Uniform Commercial Code or
        similar provisions of applicable law in the ordinary course of
        business, covering only the goods sold and securing only the unpaid
        purchase price for such goods and related expenses;

               (xiii) Liens existing as of the Closing Date and set forth on
        Schedule 1.1(b); provided that no such Lien shall at any time be
        extended to or cover any Property other than the Property subject
        thereto on the Closing Date;

               (xiv)  Liens on Property in an aggregate amount not to exceed
        $8,000,000 securing obligations of the Borrower under Equity Swap
        Agreements permitted under Section 8.1(f);

               (xv)   additional Liens not otherwise permitted by the foregoing
        clauses hereof; provided that such additional Liens permitted by this
        clause (xv) do not secure Indebtedness of more than $5,000,000.

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

               "Plan" means any employee benefit plan (as defined in Section
        3(3) of ERISA) which is covered by ERISA and with respect to which any
        Consolidated Party or any ERISA Affiliate is (or, if such plan were
        terminated at such time, would under




                                      19
<PAGE>   25

        Section 4069 of ERISA be deemed to be) an "employer" within the meaning
        of Section 3(5) of ERISA.

               "Pledge Agreement" means the pledge agreement dated as of the
        Closing Date in the form of Exhibit 1.1(a) to be executed and delivered
        by each of the applicable Credit Parties in favor of the Agent, for the
        benefit of the Lenders, to secure the obligations under the Credit
        Documents, as amended, modified, restated or supplemented from time to
        time.

               "Pledged Collateral" shall have the meaning assigned to such
        term in the Pledge Agreement.

               "Prime Rate" means the per annum rate of interest established
        from time to time by Bank of America as its prime rate, which rate may
        not be the lowest rate of interest charged by Bank of America to its
        customers.

               "Pro Forma Basis" means, for purposes of calculating compliance
        with each of the financial covenants set forth in Section 7.11(b) and
        (c) in respect of a proposed transaction, that such transaction shall
        be deemed to have occurred as of the first day of the four
        fiscal-quarter period ending as of the most recent fiscal quarter end
        preceding the date of such transaction with respect to which the Agent
        has received the information required pursuant to Section 7.1. In
        connection with any calculation of the financial covenants set forth in
        Section 7.11(b) and (c) upon giving effect to a transaction on a Pro
        Forma Basis, (a) any Indebtedness incurred by the Borrower in
        connection with such transaction (i) shall be deemed to have been
        incurred as of the first day of the applicable period and (ii) if such
        Indebtedness has a floating or formula rate, shall have an implied rate
        of interest for the applicable period for purposes of this definition
        determined by utilizing the rate which is or would be in effect with
        respect to such Indebtedness as at the relevant date of determination
        and (b) income statement items (whether positive or negative)
        attributable to the Property acquired in such transaction or to the
        Acquisition comprising such transaction, as applicable, shall be
        included to the extent relating to the relevant period.

               "Pro Forma Compliance Certificate" means a certificate of an
        Executive Officer of the Borrower delivered to the Agent in connection
        with any Acquisition as referred to in the definition of "Permitted
        Acquisition" set forth in this Section 1.1, as applicable, and
        containing reasonably detailed calculations, upon giving effect to the
        applicable transaction on a Pro Forma Basis, of the Leverage Ratio and
        Consolidated Net Worth as of the most recent fiscal quarter end
        preceding the date of the applicable transaction with respect to which
        the Agent shall have received the Required Financial Information.

               "Property" means any interest in any kind of property or asset,
        whether real, personal or mixed, or tangible or intangible.

               "Register" shall have the meaning given such term in Section
        11.3(c).




                                      20
<PAGE>   26

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

               "Release" means any spilling, leaking, pumping, pouring,
        emitting, emptying, discharging, injecting, escaping, leaching, dumping
        or disposing into the environment (including the abandonment or
        discarding of barrels, containers and other closed receptacles
        containing any Materials of Environmental Concern).

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

               "Required Financial Information" means, with respect to the
        applicable Calculation Date, (i) the financial statements of the
        Consolidated Parties required to be delivered pursuant to Section
        7.1(a) or (b) for the fiscal period or quarter ending as of such
        Calculation Date, and (ii) the certificate of an Executive Officer of
        the Borrower required by Section 7.1(c) to be delivered with the
        financial statements described in clause (i) above.

               "Required Lenders" means, at any time, Lenders holding in the
        aggregate more than 50% of (i) the Commitments (and Participation
        Interests therein), or (ii) if the Commitments have been terminated,
        the outstanding Revolving Loans and Participation Interests), provided
        that the Commitments of and the outstanding principal amount of
        Revolving Loans and Participation Interests owing to a Defaulting
        Lender shall be excluded for purposes hereof in making a determination
        of Required Lenders.

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

               "Restricted Payment" means (i) any dividend or other
        distribution, direct or indirect, on account of any shares of any class
        of Capital Stock of any Consolidated Party, now or hereafter
        outstanding, (ii) any redemption, retirement, sinking fund or similar
        payment, purchase or other acquisition for value, direct or indirect,
        of any shares of any class of Capital Stock of any Consolidated Party,
        now or hereafter outstanding, and (iii) any payment made to retire, or
        to obtain the surrender of, any outstanding warrants, options or other
        rights to acquire shares of any class of Capital Stock of any
        Consolidated Party, now or hereafter outstanding.

               "Revolving Committed Amount" means FIFTY MILLION DOLLARS
        ($50,000,000), as such amount may be reduced or increased from time to
        time as provided in Section 3.4.




                                      21
<PAGE>   27

               "Revolving Loans" shall have the meaning assigned to such term
        in Section 2.1(a), but in any event shall include any portion of any
        Revolving Loan bearing interest at the Adjusted Base Rate or the
        Adjusted Eurodollar Rate and referred to as a Base Rate Loan or a
        Eurodollar Loan.

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

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

               "Sale and Leaseback Transaction" means any arrangement pursuant
        to which any Consolidated Party, directly or indirectly, becomes liable
        as lessee, guarantor or other surety with respect to any lease, whether
        an Operating Lease or a Capital Lease, of any Property (a) which such
        Consolidated Party has sold or transferred (or is to sell or transfer)
        to a Person which is not a Consolidated Party or (b) which such
        Consolidated Party intends to use for substantially the same purpose as
        any other Property which has been sold or transferred (or is to be sold
        or transferred) by such Consolidated Party to another Person which is
        not a Consolidated Party in connection with such lease.

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

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

               "Solvent" or "Solvency" means, with respect to any Person as of
        a particular date, that on such date (i) such Person is able to pay its
        debts and other liabilities, contingent obligations and other
        commitments as they mature in the normal course of business, (ii) such
        Person does not intend to, and does not believe that it will, incur
        debts or liabilities beyond such Person's ability to pay as such debts
        and liabilities mature in their ordinary course, (iii) such Person is
        not engaged in a business or a transaction, and is not about to engage
        in a business or a transaction, for which such Person's Property would
        constitute unreasonably small capital after giving due consideration to
        the prevailing practice in the industry in which such Person is engaged
        or is to engage, (iv) the fair value of the Property of such Person is
        greater than the total amount of liabilities, including, without
        limitation, contingent liabilities and obligations, of such Person and
        (v) the present fair salable value of the assets of such Person is not
        less than the amount that will be required to pay the probable
        liability of such Person on its debts as they become absolute and




                                      22
<PAGE>   28

        matured. In computing the amount of contingent liabilities at any time,
        it is intended that such liabilities will be computed at the amount
        which, in light of all the facts and circumstances existing at such
        time, represents the amount that can reasonably be expected to become
        an actual or matured liability.

               "Stock Buy-Back Plan" means that certain plan approved by the
        Borrower's Board of Directors on June 9, 1999, which authorized the
        Borrower to buy-back Capital Stock of the Borrower in an amount not to
        exceed $200,000,000 in the aggregate.

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

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

               "Taxes" means such term as is defined in Section 3.11.

               "Three-Year Credit Agreement" means that Three-Year Credit
        Agreement dated as of the date hereof, as amended and modified, among
        the Borrower, each of the Borrower's Subsidiaries, the Lenders
        identified therein and Bank of America, as Agent.

               "Unused Fee" shall have the meaning assigned to such term in
        Section 3.5(b).

               "Unused Fee Calculation Period" shall have the meaning assigned
        to such term in Section 3.5(b).

               "Unused Revolving Committed Amount" means, for any period, the
        amount by which (a) the then applicable Revolving Committed Amount
        exceeds (b) the daily average sum for such period of the outstanding
        aggregate principal amount of all Revolving Loans.

               "Upfront Fee" shall have the meaning assigned to such term in
        Section 3.5(a).

               "Voting Stock" means, with respect to any Person, Capital Stock
        issued by such Person the holders of which are ordinarily, in the
        absence of contingencies, entitled to vote for the election of
        directors (or persons performing similar functions) of such Person,
        even though the right so to vote has been suspended by the happening of
        such a contingency.




                                      23
<PAGE>   29

               "Wholly Owned Subsidiary" of any Person means any Subsidiary
        100% of whose Voting Stock or other equity interests is at the time
        owned by such Person directly or indirectly through other Wholly Owned
        Subsidiaries.

        1.2    COMPUTATION OF TIME PERIODS.

        For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

        1.3    ACCOUNTING TERMS.

        Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 7.1 (or,
prior to the delivery of the first financial statements pursuant to Section
7.1, consistent with the financial statements as at December 31, 1998);
provided, however, if (a) the Borrower shall object to determining such
compliance on such basis at the time of delivery of such financial statements
due to any change in GAAP or the rules promulgated with respect thereto or (b)
the Agent or the Required Lenders shall so object in writing within 60 days
after delivery of such financial statements, then such calculations shall be
made on a basis consistent with the most recent financial statements delivered
by the Borrower to the Lenders as to which no such objection shall have been
made.

        Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made under the financial covenants set
forth in Section 7.11 (including without limitation for purposes of the
definitions of "Applicable Percentage" and "Pro Forma Basis" set forth in
Section 1.1), in connection with any merger or consolidation as referred to in
Section 8.4 or any Acquisition as referred to in the definition of "Permitted
Acquisition" set forth in Section 1.1, income statement items (whether positive
or negative) attributable to any Person or Property acquired in any Permitted
Acquisition shall, to the extent not otherwise included in such income
statements items for the Consolidated Parties in accordance with GAAP or in
accordance with any defined terms set forth in Section 1.1, be included to the
extent relating to any period applicable in such calculations.

                                   SECTION 2

                               CREDIT FACILITIES

        2.1    REVOLVING LOANS.

               (a) Commitment. Subject to the terms and conditions hereof and
        in reliance upon the representations and warranties set forth herein,
        each Lender severally agrees to




                                      24
<PAGE>   30

        make available to the Borrower such Lender's Commitment Percentage of
        the revolving credit loans requested by the Borrower in Dollars (the
        "Revolving Loans") from time to time from the Closing Date until the
        Maturity Date, or such earlier date as the Commitments shall have been
        terminated as provided herein for the purposes hereinafter set forth;
        provided, however, that (i) with regard to each Lender individually,
        such Lender's share of outstanding Revolving Loans shall not exceed
        such Lender's Commitment Percentage of the Commitment Amount, and (ii)
        with regard to the Lenders collectively, the aggregate principal amount
        of outstanding Revolving Loans shall not exceed the Revolving Committed
        Amount.

        Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or
        a combination thereof, as the Borrower may request, and may be repaid
        and reborrowed in accordance with the provisions hereof; provided,
        however, that no more than ten (10) Eurodollar Loans shall be
        outstanding hereunder at any time. For purposes hereof, Eurodollar
        Loans with different Interest Periods shall be considered as separate
        Eurodollar Loans, even if they begin on the same date, although
        borrowings, extensions and conversions may, in accordance with the
        provisions hereof, be combined at the end of existing Interest Periods
        to constitute a new single Eurodollar Loan with a single Interest
        Period.

               (b)    Revolving Loan Borrowings.

                      (i) Notice of Borrowing. The Borrower shall request a
               Revolving Loan borrowing by written notice (or telephonic notice
               promptly confirmed in writing) to the Agent not later than 11:00
               A.M. (Charlotte, North Carolina time) on the Business Day prior
               to the date of the requested borrowing in the case of Base Rate
               Loans, and on the third Business Day prior to the date of the
               requested borrowing in the case of Eurodollar Loans. Each such
               request for borrowing shall be irrevocable and shall specify (A)
               that a Revolving Loan is requested, (B) the date of the
               requested borrowing (which shall be a Business Day), (C) the
               aggregate principal amount to be borrowed, and (D) whether the
               borrowing shall be comprised of Base Rate Loans, Eurodollar
               Loans or a combination thereof, and if Eurodollar Loans are
               requested, the Interest Period(s) therefor. If the Borrower
               shall fail to specify in any such Notice of Borrowing (I) an
               applicable Interest Period in the case of a Eurodollar Loan,
               then such notice shall be deemed to be a request for an Interest
               Period of one month, or (II) the type of Revolving Loan
               requested, then such notice shall be deemed to be a request for
               a Base Rate Loan hereunder. The Agent shall give notice to each
               affected Lender promptly upon receipt of each Notice of
               Borrowing pursuant to this Section 2.1(b)(i), the contents
               thereof and each such Lender's share of any borrowing to be made
               pursuant thereto.

                      (ii) Minimum Amounts. Each Eurodollar Loan or Base Rate
               Loan that is a Revolving Loan shall be in a minimum aggregate
               principal amount of $1,000,000 and integral multiples of
               $100,000 in excess thereof (or the remaining amount of the
               Revolving Committed Amount, if less).




                                      25
<PAGE>   31

                      (iii) Advances. Each Lender will make its Commitment
               Percentage of each Revolving Loan borrowing available to the
               Agent for the account of the Borrower as specified in Section
               3.15(a), or in such other manner as the Agent may specify in
               writing, by 1:00 P.M. (Charlotte, North Carolina time) on the
               date specified in the applicable Notice of Borrowing in Dollars
               and in funds immediately available to the Agent. Such borrowing
               will then be made available to the Borrower by the Agent by
               crediting the account of the Borrower on the books of such
               office with the aggregate of the amounts made available to the
               Agent by the Lender.

               (c) Repayment. The principal amount of all Revolving Loans shall
        be due and payable in full on the Maturity Date, unless accelerated
        sooner pursuant to Section 9.2.

               (d) Interest. Subject to the provisions of Section 3.1,

                      (i)  Base Rate Loans. During such periods as Revolving
               Loans shall be comprised in whole or in part of Base Rate Loans,
               such Base Rate Loans shall bear interest at a per annum rate
               equal to the Adjusted Base Rate.

                      (ii) Eurodollar Loans. During such periods as Revolving
               Loans shall be comprised in whole or in part of Eurodollar
               Loans, such Eurodollar Loans shall bear interest at a per annum
               rate equal to the Adjusted Eurodollar Rate.

        Interest on Revolving Loans shall be payable in arrears on each
        applicable Interest Payment Date (or at such other times as may be
        specified herein).

               (e) Revolving Notes. The Revolving Loans made by each Lender
        shall be evidenced by a duly executed promissory note of the Borrower
        to such Lender in an original principal amount equal to such Lender's
        Commitment Percentage of the Revolving Committed Amount and in
        substantially the form of Exhibit 2.1(e).

                                   SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

        3.1    DEFAULT RATE.

        Upon the occurrence, and during the continuance, of an Event of
Default, the principal of and, to the extent permitted by law, accrued and
unpaid interest on the Revolving Loans and any other amounts owing hereunder or
under the other Credit Documents shall bear interest, payable on demand, at a
per annum rate 2% greater than the rate which would otherwise be applicable (or
if no rate is applicable, whether in respect of interest, fees or other
amounts, then the Adjusted Base Rate plus 2%).




                                      26
<PAGE>   32

        3.2    EXTENSION AND CONVERSION.

        Subject to the terms of Section 5.2, the Borrower shall have the
option, on any Business Day, to extend existing Revolving Loans into a
subsequent permissible Interest Period or to convert Revolving Loans into
Revolving Loans of another interest rate type; provided, however, that (i)
except as provided in Section 3.8, Eurodollar Loans may be converted into Base
Rate Loans only on the last day of the Interest Period applicable thereto, (ii)
Eurodollar Loans may be extended, and Base Rate Loans may be converted into
Eurodollar Loans, only if no Default or Event of Default is in existence on the
date of extension or conversion, (iii) Revolving Loans extended as, or
converted into, Eurodollar Loans shall be subject to the terms of the
definition of "Interest Period" set forth in Section 1.1 and shall be in such
minimum amounts as provided in, with respect to Revolving Loans, Section
2.1(b)(ii), (iv) no more than 10 Eurodollar Loans shall be outstanding
hereunder at any time (it being understood that, for purposes hereof,
Eurodollar Loans with different Interest Periods shall be considered as
separate Eurodollar Loans, even if they begin on the same date, although
borrowings, extensions and conversions may, in accordance with the provisions
hereof, be combined at the end of existing Interest Periods to constitute a new
Eurodollar Loan with a single Interest Period) and (v) any request for
extension or conversion of a Eurodollar Loan which shall fail to specify an
Interest Period shall be deemed to be a request for an Interest Period of one
month. Each such extension or conversion shall be effected by the Borrower by
giving a Notice of Extension/Conversion (or telephonic notice promptly
confirmed in writing) to the office of the Agent specified in Section 11.1, or
at such other office as the Agent may designate in writing, prior to 11:00 A.M.
(Charlotte, North Carolina time) on the Business Day of, in the case of the
conversion of a Eurodollar Loan into a Base Rate Loan, and on the third
Business Day prior to, in the case of the extension of a Eurodollar Loan as, or
conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the
proposed extension or conversion, specifying the date of the proposed extension
or conversion, the Revolving Loans to be so extended or converted, the types of
Revolving Loans into which such Revolving Loans are to be converted and, if
appropriate, the applicable Interest Periods with respect thereto. Each request
for extension or conversion shall be irrevocable and shall constitute a
representation and warranty by the Borrower of the matters specified in
subsections (b), (c), (d) and (e) of Section 5.2. In the event the Borrower
fails to request extension or conversion of any Eurodollar Loan in accordance
with this Section, or any such conversion or extension is not permitted or
required by this Section, then such Eurodollar Loan shall be automatically
converted into a Base Rate Loan at the end of the Interest Period applicable
thereto. The Agent shall give each Lender notice as promptly as practicable of
any such proposed extension or conversion affecting any Revolving Loan.

        3.3    PREPAYMENTS.

               (a) Voluntary Prepayments. The Borrower shall have the right to
        prepay Revolving Loans in whole or in part from time to time; provided,
        however, that each partial prepayment of Revolving Loans shall be in a
        minimum principal amount of $2,000,000 and integral multiples of
        $500,000. Prepayment upon the Revolving Loans shall be made first to
        Base Rate Loans and then to Eurodollar Loans in direct order of
        Interest Period maturities.




                                      27
<PAGE>   33

               (b) Revolving Committed Amount. If at any time, the sum of the
        aggregate principal amount of outstanding Revolving Loans outstanding
        shall exceed the Revolving Committed Amount, the Borrower immediately
        shall prepay the Revolving Loans in an amount sufficient to eliminate
        such excess.

               (c) Generally. Within the parameters of the applications set
        forth above, prepayments shall be applied first to Base Rate Loans and
        then to Eurodollar Loans in direct order of Interest Period maturities.
        All prepayments under this Section 3.3(b) shall be subject to Section
        3.12, but otherwise without premium or penalty.

        3.4    TERMINATION AND REDUCTION OF REVOLVING COMMITTED AMOUNT; INCREASE
               OF COMMITTED AMOUNT.

               (a)    Reductions in Committed Amount.

                      (i)   Voluntary Reductions. The Borrower may from time to
               time permanently reduce or terminate the Revolving Committed
               Amount in whole or in part (in minimum aggregate amounts of
               $5,000,000 or in integral multiples of $1,000,000 in excess
               thereof (or, if less, the full remaining amount of the then
               applicable Revolving Committed Amount)) upon three Business
               Days' prior written notice to the Agent; provided, however, no
               such termination or reduction shall be made which would cause
               the aggregate principal amount of outstanding Revolving Loans to
               exceed the Revolving Committed Amount, unless, concurrently with
               such termination or reduction, the Revolving Loans are repaid to
               the extent necessary to eliminate such excess. The Agent shall
               promptly notify each affected Lender of receipt by the Agent of
               any notice from the Borrower pursuant to this Section 3.4(a).

                      (ii)  Maturity Date. The Commitments of the Lenders shall
               automatically terminate on the Maturity Date.

                      (iii) General. The Borrower shall pay to the Agent for
               the account of the Lenders in accordance with the terms of
               Section 3.5(b), on the date of each reduction of the Revolving
               Committed Amount, the Unused Fee accrued through the date of
               such termination or reduction on the amount of the Revolving
               Committed Amount so terminated or reduced.

               (b) Increase in Committed Amount. The Borrower shall have the
        right, upon at least ten (10) Business Days' prior written notice to
        the Agent, to request an increase of the Revolving Committed Amount
        hereunder and of the "Revolving Committed Amount" under the Three-Year
        Credit Agreement to an aggregate amount of not more than $300,000,000
        at any time on or after the Closing Date and prior to the Maturity
        Date, subject, however, in any such case, to satisfaction of the
        following conditions precedent:




                                      28
<PAGE>   34

                      (i)   no Event of Default shall have occurred and be
               continuing on the date on which such Revolving Committed Amount
               increase is to become effective;

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

                      (iii) on or before the date on which such increase is to
               become effective, the Agent shall have received, for its own
               account, the mutually acceptable fees and expenses required by
               separate agreement of the Borrower and the Agent to be paid in
               connection with such increase;

                      (iv)  so long as the Commitments remain outstanding under
               this Credit Agreement and under the Three-Year Credit Agreement,
               the aggregate amount of such increase shall be allocated pro
               rata to the Revolving Committed Amount hereunder and to the
               "Revolving Committed Amount" under the Three-Year Credit
               Agreement, provided, however, in no case shall the Revolving
               Committed Amount hereunder exceed $60,000,000;

                      (v)   the aggregate amount of such increase hereunder and
               under the Three-Year Credit Agreement shall be in a minimum
               amount of $10,000,000; and

                      (vi)  such requested increase shall be effective on such
               date only to the extent that, on or before such date, the Agent
               shall have received and accepted from (x) one or more Lenders
               hereunder or (y) with respect any lender, reasonably acceptable
               to the Agent and the Borrower, that is not at such time a Lender
               hereunder, an agreement in the form of Exhibit 3.4(b) hereto
               (each such agreement a "New Commitment Agreement"), with respect
               to the Additional Revolving Commitment of such Lender.

               (c) Upon the effectiveness of the increase in the Revolving
        Committed Amount pursuant to subsection (b), the Commitment Percentage
        of each Lender shall be automatically adjusted to give effect to such
        increase, provided, that with respect to each Lender (other than a
        Lender whose Revolving Commitment shall have been increased in
        connection with such increase in the Revolving Committed Amount), (i)
        the product of the Commitment Percentage of each Lender multiplied by
        the Revolving Committed Amount for each Lender, prior to giving effect
        to such adjustment, shall be equal to (ii) the product of the
        Commitment Percentage of each Lender multiplied by the Revolving
        Committed Amount for each such Lender, after giving effect to such
        adjustment.

               (d) If and when any adjustment is made to the Commitment
        Percentage of any Lender pursuant to subsection (c) at any time when
        any Revolving Loans are outstanding, the Borrower, the Agent and the
        Lenders will use all commercially reasonable efforts to assign and
        assume outstanding Revolving Loans to conform the respective amounts
        thereof held by each Lender to the respective Commitment Percentages as
        so adjusted, it being




                                      29
<PAGE>   35

        understood that the parties hereto shall use commercially reasonable
        efforts to avoid prepayment or assignment of any Revolving Loan that is
        a Eurodollar Loan on a day other than the last day of the Interest
        Period applicable thereto.

        3.5    FEES.

               (a) Upfront Fees. The Borrower agrees to pay to the Agent for
        the benefit of the Lenders in immediately available funds on or before
        the Closing Date an upfront fee (the "Upfront Fee") in the amount
        provided in the Agent's Fee Letter.

               (b) Unused Fee. In consideration of the Commitments of the
        Lenders hereunder, the Borrower agrees to pay to the Agent for the
        account of each Lender a fee (the "Unused Fee") on the Unused Revolving
        Committed Amount computed at a per annum rate for each day during the
        applicable Unused Fee Calculation Period (hereinafter defined) at a
        rate equal to the Applicable Percentage in effect from time to time.
        The Unused Fee shall commence to accrue on the Closing Date and shall
        be due and payable in arrears on the last business day of each March,
        June, September and December (and any date that the Revolving Committed
        Amount is reduced as provided in Section 3.4(a) and the Maturity Date)
        for the immediately preceding quarter (or portion thereof) (each such
        quarter or portion thereof for which the Unused Fee is payable
        hereunder being herein referred to as an "Unused Fee Calculation
        Period"), beginning with the first of such dates to occur after the
        Closing Date.

               (c) Administrative Fees. The Borrower agrees to pay to the
        Agent, for its own account, an annual administrative fee and such other
        fees, if any, referred to in the Agent's Fee Letter (collectively, the
        "Agent Fees").

        3.6    CAPITAL ADEQUACY.

        If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or
administration of, any applicable law, rule or regulation regarding capital
adequacy, or compliance by such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency has or would have the effect of
reducing the rate of return on such Lender's capital or assets as a consequence
of its commitments or obligations hereunder to a level below that which such
Lender could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's policies with respect to
capital adequacy), then, upon notice from such Lender to the Borrower, the
Borrower shall be obligated to pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction. Each determination
by any such Lender of amounts owing under this Section shall, absent manifest
error, be conclusive and binding on the parties hereto.




                                      30
<PAGE>   36

        3.7    LIMITATION ON EURODOLLAR LOANS.

        If on or prior to the first day of any Interest Period for any
Eurodollar Loan:

               (a) the Agent reasonably determines (which determination shall
        be conclusive) that by reason of circumstances affecting the relevant
        market, adequate and reasonable means do not exist for ascertaining the
        Eurodollar Rate for such Interest Period; or

               (b) the Required Lenders reasonably determine (which
        determination shall be conclusive) and notify the Agent that the
        Eurodollar Rate will not adequately and fairly reflect the cost to the
        Lenders of funding Eurodollar Loans for such Interest Period;

then the Agent shall give the Borrower prompt notice thereof, and so long as
such condition remains in effect, the Lenders shall be under no obligation to
make additional Eurodollar Loans, Continue Eurodollar Loans, or to convert Base
Rate Loans into Eurodollar Loans and the Borrower shall, on the last day(s) of
the then current Interest Period(s) for the outstanding Eurodollar Loans,
either prepay such Eurodollar Loans or convert such Eurodollar Loans into Base
Rate Loans in accordance with the terms of this Credit Agreement.

        3.8    ILLEGALITY.

        Notwithstanding any other provision of this Credit Agreement, in the
event that it becomes unlawful for any Lender or its Applicable Lending Office
to make, maintain, or fund Eurodollar Loans hereunder, then such Lender shall
promptly notify the Borrower thereof and such Lender's obligation to make or
Continue Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans
shall be suspended until such time as such Lender may again make, maintain, and
fund Eurodollar Loans (in which case the provisions of Section 3.10 shall be
applicable).

        3.9    REQUIREMENTS OF LAW.

        (a) If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
Governmental Authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such Governmental Authority, central bank, or
comparable agency:

                   (i) shall subject such Lender (or its Applicable Lending
        Office) to any tax, duty, or other charge with respect to any
        Eurodollar Loans, its Revolving Notes, or its obligation to make
        Eurodollar Loans, or change the basis of taxation of any amounts
        payable to such Lender (or its Applicable Lending Office) under this
        Credit Agreement or its Revolving Notes in respect of any Eurodollar
        Loans (other than taxes imposed on the overall net income of such
        Lender by the jurisdiction in which such Lender has its principal
        office or such Applicable Lending Office);




                                      31
<PAGE>   37

                  (ii) shall impose, modify, or deem applicable any reserve,
        special deposit, assessment, or similar requirement (other than the
        Eurodollar Reserve Requirement utilized in the determination of the
        Adjusted Eurodollar Rate) relating to any extensions of credit or other
        assets of, or any deposits with or other liabilities or commitments of,
        such Lender (or its Applicable Lending Office), including the
        Commitment of such Lender hereunder; or

                 (iii) shall impose on such Lender (or its Applicable Lending
        Office) or on the United States market for certificates of deposit or
        the London interbank market any other condition affecting this Credit
        Agreement or its Revolving Notes or any of such extensions of credit or
        liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, converting into, continuing, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Revolving Notes with respect to any Eurodollar Loans, then the Borrower
shall pay to such Lender on demand such amount or amounts as will compensate
such Lender for such increased cost or reduction. If any Lender requests
compensation by the Borrower under this Section 3.9(a), the Borrower may, by
notice to such Lender (with a copy to the Agent), suspend the obligation of
such Lender to make or Continue Eurodollar Loans, or to convert Base Rate Loans
into Eurodollar Loans, until the event or condition giving rise to such request
ceases to be in effect (in which case the provisions of Section 3.10 shall be
applicable); provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested.

        (b) Each Lender shall promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section 3.9 and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender
claiming compensation under this Section 3.9 shall furnish to the Borrower and
the Agent a statement setting forth the additional amount or amounts to be paid
to it hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

        3.10   TREATMENT OF AFFECTED REVOLVING LOANS.

        If the obligation of any Lender to make any Eurodollar Loan or to
continue, or to convert Base Rate Loans into, Eurodollar Loans shall be
suspended pursuant to Section 3.8 or 3.9 hereof, such Lender's Eurodollar Loans
shall be automatically converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for such Eurodollar Loans (or, in the case of a
conversion required by Section 3.8 hereof, on such earlier date as such Lender
may specify to the Borrower with a copy to the Agent) and, unless and until
such Lender gives notice as provided below that the circumstances specified in
Section 3.8 or 3.9 hereof that gave rise to such conversion no longer exist:




                                      32
<PAGE>   38

               (a) to the extent that such Lender's Eurodollar Loans have been
        so converted, all payments and prepayments of principal that would
        otherwise be applied to such Lender's Eurodollar Loans shall be applied
        instead to its Base Rate Loans; and

               (b) all Revolving Loans that would otherwise be made or
        continued by such Lender as Eurodollar Loans shall be made or continued
        instead as Base Rate Loans, and all Base Rate Loans of such Lender that
        would otherwise be converted into Eurodollar Loans shall remain as Base
        Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in Section 3.8 or 3.9 hereof that gave rise to the
conversion of such Lender's Eurodollar Loans pursuant to this Section 3.10 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurodollar Loans made by other Lenders are
outstanding, such Lender's Base Rate Loans shall be automatically converted, on
the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Revolving Loans held by the Lenders holding Eurodollar Loans and by such
Lender are held pro rata (as to principal amounts, interest rate basis, and
Interest Periods) in accordance with their respective Commitments.

        3.11   TAXES.

               (a) Any and all payments by the Borrower to or for the account
        of any Lender or the Agent hereunder or under any other Credit Document
        shall be made free and clear of and without deduction for any and all
        present or future taxes, duties, levies, imposts, deductions, charges
        or withholdings, and all liabilities with respect thereto, excluding,
        in the case of each Lender and the Agent, taxes imposed on its income,
        and franchise taxes imposed on it, by the jurisdiction under the laws
        of which such Lender (or its Applicable Lending Office) or the Agent
        (as the case may be) is organized or any political subdivision thereof
        (all such non-excluded taxes, duties, levies, imposts, deductions,
        charges, withholdings, and liabilities being hereinafter referred to as
        "Taxes"). If the Borrower shall be required by law to deduct any Taxes
        from or in respect of any sum payable under this Credit Agreement or
        any other Credit Document 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 3.11) such Lender or the Agent receives an
        amount equal to the sum it would have received had no such deductions
        been made, (ii) the Borrower shall make such deductions, (iii) the
        Borrower shall pay the full amount deducted to the relevant taxation
        authority or other authority in accordance with applicable law, and
        (iv) the Borrower shall furnish to the Agent, at its address referred
        to in Section 11.1, the original or a certified copy of a receipt
        evidencing payment thereof.

               (b) In addition, the Borrower agrees to pay any and all present
        or future stamp or documentary taxes and any other excise or property
        taxes or charges or similar levies which arise from any payment made
        under this Credit Agreement or any other Credit




                                      33
<PAGE>   39

        Document or from the execution or delivery of, or otherwise with
        respect to, this Credit Agreement or any other Credit Document
        (hereinafter referred to as "Other Taxes").

               (c) The Borrower agrees to indemnify each Lender and the Agent
        for the full amount of Taxes and Other Taxes (including, without
        limitation, any Taxes or Other Taxes imposed or asserted by any
        jurisdiction on amounts payable under this Section 3.11) paid by such
        Lender or the Agent (as the case may be) and any liability (including
        penalties, interest, and expenses) arising therefrom or with respect
        thereto.

               (d) Each Lender organized under the laws of a jurisdiction
        outside the United States, on or prior to the date of its execution and
        delivery of this Credit Agreement in the case of each Lender listed on
        the signature pages hereof and on or prior to the date on which it
        becomes a Lender in the case of each other Lender, and from time to
        time thereafter if requested in writing by the Borrower or the Agent
        (but only so long as such Lender remains lawfully able to do so), shall
        provide the Borrower and the Agent with (i) Internal Revenue Service
        Form 1001 or 4224, as appropriate, or any successor form prescribed by
        the Internal Revenue Service, certifying that such Lender is entitled
        to benefits under an income tax treaty to which the United States is a
        party which reduces the rate of withholding tax on payments of interest
        or certifying that the income receivable pursuant to this Credit
        Agreement is effectively connected with the conduct of a trade or
        business in the United States, (ii) Internal Revenue Service Form W-8
        or W-9, as appropriate, or any successor form prescribed by the
        Internal Revenue Service, and (iii) any other form or certificate
        required by any taxing authority (including any certificate required by
        Sections 871(h) and 881(c) of the Internal Revenue Code), certifying
        that such Lender is entitled to an exemption from or a reduced rate of
        tax on payments pursuant to this Credit Agreement or any of the other
        Credit Documents.

               (e) For any period with respect to which a Lender has failed to
        provide the Borrower and the Agent with the appropriate form pursuant
        to Section 3.11(d) (unless such failure is due to a change in treaty,
        law, or regulation occurring subsequent to the date on which a form
        originally was required to be provided), such Lender shall not be
        entitled to indemnification under Section 3.11(a) or 3.11(b) with
        respect to Taxes imposed by the United States; provided, however, that
        should a 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 hereunder, the Borrower shall take such
        steps as such Lender shall reasonably request to assist such Lender to
        recover such Taxes.

               (f) If the Borrower is required to pay additional amounts to or
        for the account of any Lender pursuant to this Section 3.11, then such
        Lender will agree to use reasonable efforts to change the jurisdiction
        of its Applicable Lending Office so as to eliminate or reduce any such
        additional payment which may thereafter accrue if such change, in the
        judgment of such Lender, is not otherwise disadvantageous to such
        Lender.




                                      34
<PAGE>   40

               (g) Within thirty (30) days after the date of any payment of
        Taxes, the Borrower shall furnish to the Agent the original or a
        certified copy of a receipt evidencing such payment.

               (h) Without prejudice to the survival of any other agreement of
        the Borrower hereunder, the agreements and obligations of the Borrower
        contained in this Section 3.11 shall survive the repayment of the
        Revolving Loans and other obligations under the Credit Documents and
        the termination of the Commitments hereunder.

        3.12   COMPENSATION.

        Upon the request of any Lender, the Borrower shall pay to such Lender
such amount or amounts as shall be sufficient (in the reasonable opinion of
such Lender) to compensate it for any loss, cost, or reasonable expense
(including loss of anticipated profits) incurred by it as a result of:

               (a) any payment, prepayment, or conversion of a Eurodollar Loan
        for any reason (including, without limitation, the acceleration of the
        Revolving Loans pursuant to Section 9.2) on a date other than the last
        day of the Interest Period for such Revolving Loan; or

               (b) any failure by the Borrower for any reason (including,
        without limitation, the failure of any condition precedent specified in
        Section 5 to be satisfied) to borrow, convert, continue, or prepay a
        Eurodollar Loan on the date for such borrowing, conversion,
        continuation, or prepayment specified in the relevant notice of
        borrowing, prepayment, continuation, or conversion under this Credit
        Agreement.

With respect to Eurodollar Loans, such indemnification may include an amount
equal to the excess, if any, of (a) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of the applicable Interest Period (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the
applicable rate of interest for such Eurodollar Loans provided for herein over
(b) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank Eurodollar
market. The covenants of the Borrower set forth in this Section 3.12 shall
survive the repayment of the Revolving Loans and other obligations under the
Credit Documents and the termination of the Commitments hereunder.

        3.13   PRO RATA TREATMENT.

        Except to the extent otherwise provided herein:

               (a) Revolving Loans. Each Revolving Loan, each payment or
        prepayment of principal of any Revolving Loan, each payment of interest
        on the Revolving Loans, each




                                      35
<PAGE>   41

        payment of Unused Fees, each reduction of the Revolving Committed
        Amount and each conversion or extension of any Revolving Loan, shall be
        allocated pro rata among the Lenders in accordance with the respective
        principal amounts of their outstanding Revolving Loans and
        Participation Interests.

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

        3.14   SHARING OF PAYMENTS.

        The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Revolving Loan or any other obligation
owing to such Lender under this Credit Agreement through the exercise of a
right of setoff, banker's lien or counterclaim, or pursuant to a secured claim
under Section 506 of Title 11 of the United States Code or other security or
interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a Participation Interest in such Revolving
Loans and other obligations in such amounts, and make such other adjustments
from time to time, as shall be equitable to the end that all Lenders share such
payment in accordance with their respective ratable shares as provided for in
this Credit Agreement. The Lenders further agree among themselves that if
payment to a Lender obtained by such Lender through the exercise of a right of
setoff, banker's lien, counterclaim or other event as aforesaid shall be
rescinded or must otherwise be restored, each Lender which shall have shared
the benefit of such payment shall, by repurchase of a Participation Interest
theretofore sold, return its share of that benefit (together with its share of
any accrued interest payable with respect thereto) to each Lender whose payment
shall have been rescinded or otherwise restored. The Borrower agrees that any
Lender so purchasing such a Participation Interest may, to the fullest extent
permitted by law, exercise




                                      36
<PAGE>   42

all rights of payment, including setoff, banker's lien or counterclaim, with
respect to such Participation Interest as fully as if such Lender were a holder
of such Revolving Loan or other obligation in the amount of such Participation
Interest. Except as otherwise expressly provided in this Credit Agreement, if
any Lender or the Agent shall fail to remit to the Agent or any other Lender an
amount payable by such Lender or the Agent to the Agent or such other Lender
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall be made together with interest thereon for each date from the
date such amount is due until the date such amount is paid to the Agent or such
other Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.14 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.14 to share in the benefits of any recovery on such secured claim.

        3.15   PAYMENTS, COMPUTATIONS, ETC.

               (a) Except as otherwise specifically provided herein, all
        payments hereunder shall be made to the Agent in Dollars and in
        immediately available funds, without setoff, deduction, counterclaim or
        withholding of any kind, at the Agent's office specified in Section
        11.1 not later than 2:00 P.M. (Charlotte, North Carolina time) on the
        date when due. Payments received after such time shall be deemed to
        have been received on the next succeeding Business Day. The Agent may
        (but shall not be obligated to) debit the amount of any such payment
        which is not made by such time to any ordinary deposit account of the
        Borrower maintained with the Agent (with notice to the Borrower). The
        Borrower shall, at the time it makes any payment under this Credit
        Agreement, specify to the Agent the Revolving Loans, Fees, interest or
        other amounts payable by the Borrower hereunder to which such payment
        is to be applied (and in the event that it fails so to specify, or if
        such application would be inconsistent with the terms hereof, the Agent
        shall distribute such payment to the Lenders in such manner as the
        Agent may determine to be appropriate in respect of obligations owing
        by the Borrower hereunder, subject to the terms of Section 3.13(a)).
        The Agent will distribute such payments to such Lenders, if any such
        payment is received prior to 12:00 Noon (Charlotte, North Carolina
        time) on a Business Day in like funds as received prior to the end of
        such Business Day and otherwise the Agent will distribute such payment
        to such Lenders on the next succeeding Business Day. Whenever any
        payment hereunder shall be stated to be due on a day which is not a
        Business Day, the due date thereof shall be extended to the next
        succeeding Business Day (subject to accrual of interest and Fees for
        the period of such extension), except that in the case of Eurodollar
        Loans, if the extension would cause the payment to be made in the next
        following calendar month, then such payment shall instead be made on
        the next preceding Business Day. Except as expressly provided otherwise
        herein, all computations of interest and fees shall be made on the
        basis of actual number of days elapsed over a year of 360 days, except
        with respect to computation of interest on Base Rate Loans which
        (unless the Base Rate is determined by reference to the Federal Funds
        Rate) shall be calculated based on a year of 365 or 366 days, as
        appropriate. Interest shall accrue from and include the date of
        borrowing, but exclude the date of payment.




                                      37
<PAGE>   43

               (b) Allocation of Payments After Event of Default.
        Notwithstanding any other provisions of this Credit Agreement to the
        contrary, after the occurrence and during the continuance of an Event
        of Default, all amounts collected or received by the Agent or any
        Lender on account of the Credit Party Obligations or any other amounts
        outstanding under any of the Credit Documents or in respect of the
        Pledged Collateral shall be paid over or delivered as follows:

               FIRST, to the payment of all reasonable out-of-pocket costs and
        expenses (including without limitation reasonable attorneys' fees) of
        the Agent in connection with enforcing the rights of the Lenders under
        the Credit Documents;

               SECOND, to payment of any fees owed to the Agent;

               THIRD, to the payment of all reasonable out-of-pocket costs and
        expenses (including without limitation, reasonable attorneys' fees) of
        each of the Lenders in connection with enforcing its rights under the
        Credit Documents or otherwise with respect to the Credit Party
        Obligations owing to such Lender;

                FOURTH, to the payment of all of the Credit Party Obligations
        consisting of accrued fees and interest;

                FIFTH, to the payment of the outstanding principal amount of
        the Credit Party Obligations;

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

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

        In carrying out the foregoing, (i) amounts received shall be applied in
        the numerical order provided until exhausted prior to application to
        the next succeeding category and (ii) each of the Lenders shall receive
        an amount equal to its pro rata share (based on the proportion that the
        then outstanding Revolving Loans held by such Lender bears to the
        aggregate then outstanding Revolving Loans) of amounts available to be
        applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH"
        above.

        3.16   EVIDENCE OF DEBT.

               (a) Each Lender shall maintain an account or accounts evidencing
        each Revolving Loan made by such Lender to the Borrower from time to
        time, including the amounts of principal and interest payable and paid
        to such Lender from time to time under this Credit Agreement. Each
        Lender shall maintain the accuracy of its account or accounts and to
        promptly update its account or accounts from time to time, as
        necessary.




                                      38
<PAGE>   44

               (b) The Agent shall maintain the Register pursuant to Section
        11.3(c), and a subaccount for each Lender, in which Register and
        subaccounts (taken together) shall be recorded (i) the amount, type and
        Interest Period of each such Revolving Loan hereunder, (ii) the amount
        of any principal or interest due and payable or to become due and
        payable to each Lender hereunder and (iii) the amount of any sum
        received by the Agent hereunder from or for the account of the Borrower
        and each Lender's share thereof. The Agent shall maintain the accuracy
        of the subaccounts referred to in the preceding sentence and to
        promptly update such subaccounts from time to time, as necessary.

               (c) The entries made in the accounts, Register and subaccounts
        maintained pursuant to subsection (b) of this Section 3.16 (and, if
        consistent with the entries of the Agent, subsection (a)) shall be
        prima facie evidence of the existence and amounts of the obligations of
        the Borrower therein recorded; provided, however, that the failure of
        any Lender or the Agent to maintain any such account, such Register or
        such subaccount, as applicable, or any error therein, shall not in any
        manner affect the obligation of the Borrower to repay the Revolving
        Loans made by such Lender in accordance with the terms hereof.

        3.17   REPLACEMENT OF AFFECTED LENDERS.

        If any Lender having a Commitment becomes a Defaulting Lender or if any
Lender is owed increased costs under Section 3.8, Section 3.9, or Section 3.6,
or the Borrower is required to make any payments under Section 3.11 to any
Lender in excess of those to the other Lenders, the Borrower shall have the
right, if no Event of Default then exists, to replace such Lender (the
"Replaced Lender") with one or more other Eligible Assignee or Eligible
Assignees, none of whom shall constitute a Defaulting Lender at the time of
such replacement (collectively, the "Replacement Lender") reasonably acceptable
to the Agent, provided that (i) at the time of any replacement pursuant to this
Section 3.17, the Replaced Lender and Replacement Lender shall enter into one
or more assignment agreements, in form and substance reasonably satisfactory to
such parties and the Agent, pursuant to which the Replacement Lender shall
acquire all or a portion, as the case may be, of the Commitments and
outstanding Loans of, the Replaced Lender hereunder and of the Commitments and
outstanding Loans of, and participation in Letters of Credit under the
Three-Year Credit Agreement and (ii) all obligations of the Borrower owing to
the Replaced Lender relating to the Loans so replaced (including, without
limitation, such increased costs and excluding those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or
is concurrently being paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i) and
(ii) above and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Revolving Note or Revolving Notes
executed by the Borrower, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder
with respect to such replaced Revolving Loans, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
Replaced Lender. Notwithstanding anything to the contrary contained above, the
Lender that acts as the Agent may not be replaced hereunder except in
accordance with the terms of Section 10.7. The




                                      39
<PAGE>   45

Replaced Lender shall be required to deliver for cancellation its applicable
Revolving Notes to be canceled on the date of replacement, or if any such
Revolving Note is lost or unavailable, such other assurances or indemnification
therefor as the Borrower may reasonably request.

                                   SECTION 4

                                    GUARANTY

        4.1    THE GUARANTY.

        Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Hedging Agreement or
enters into an Equity Swap Agreement, and the Agent as hereinafter provided the
prompt payment of the Credit Party Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) strictly in accordance with the terms
thereof. The Guarantors hereby further agree that if any of the Credit Party
Obligations are not paid in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Credit Party Obligations, the same
will be promptly paid in full when due (whether at extended maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or renewal.

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

        4.2    OBLIGATIONS UNCONDITIONAL.

        The obligations of the Guarantors under Section 4.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents, Hedging
Agreements or Equity Swap Agreements, or any other agreement or instrument
referred to therein, or any substitution, release, impairment or exchange of
any other guarantee of or security for any of the Credit Party Obligations,
and, to the fullest extent permitted by applicable law, irrespective of any
other circumstance whatsoever which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor, it being the intent of
this Section 4.2 that the obligations of the Guarantors hereunder shall be
absolute and unconditional under any and all circumstances. Each Guarantor
agrees that such Guarantor shall have no right of subrogation, indemnity,
reimbursement or contribution against the Borrower or any other Guarantor of
the Credit Party Obligations for amounts paid under this Section 4 until such
time as the Lenders (and any Affiliates of Lenders entering into Hedging




                                      40
<PAGE>   46

Agreements or Equity Swap Agreements) have been paid in full, all Commitments
under this Credit Agreement have been terminated and no Person or Governmental
Authority shall have any right to request any return or reimbursement of funds
from the Lenders in connection with monies received under the Credit Documents,
Hedging Agreements or Equity Swap Agreements. Without limiting the generality
of the foregoing, it is agreed that, to the fullest extent permitted by law,
the occurrence of any one or more of the following shall not alter or impair
the liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

               (a) at any time or from time to time, without notice to any
        Guarantor, the time for any performance of or compliance with any of
        the Credit Party Obligations shall be extended, or such performance or
        compliance shall be waived;

               (b) any of the acts mentioned in any of the provisions of any of
        the Credit Documents, any Hedging Agreement, any Equity Swap Agreement
        or any other agreement or instrument referred to in the Credit
        Documents, Hedging Agreements or Equity Swap Agreements shall be done
        or omitted;

               (c) the maturity of any of the Credit Party Obligations shall be
        accelerated, or any of the Credit Party Obligations shall be modified,
        supplemented or amended in any respect, or any right under any of the
        Credit Documents, any Hedging Agreement, any Equity Swap Agreement or
        any other agreement or instrument referred to in the Credit Documents,
        Hedging Agreements or Equity Swap Agreements shall be waived or any
        other guarantee of any of the Credit Party Obligations or any security
        therefor shall be released, impaired or exchanged in whole or in part
        or otherwise dealt with;

               (d) any Lien granted to, or in favor of, the Agent or any Lender
        or Lenders as security for any of the Credit Party Obligations shall
        fail to attach or be perfected; or

               (e) any of the Credit Party Obligations shall be determined to
        be void or voidable (including, without limitation, for the benefit of
        any creditor of any Guarantor) or shall be subordinated to the claims
        of any Person (including, without limitation, any creditor of any
        Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever (except notices expressly provided for in the Credit Documents), and
any requirement that the Agent or any Lender exhaust any right, power or remedy
or proceed against any Person under any of the Credit Documents, any Hedging
Agreement, Equity Swap Agreement or any other agreement or instrument referred
to in the Credit Documents, Hedging Agreements or Equity Swap Agreement, or
against any other Person under any other guarantee of, or security for, any of
the Credit Party Obligations.

        4.3    REINSTATEMENT.

        The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the




                                      41
<PAGE>   47

Credit Party Obligations is rescinded or must be otherwise restored by any
holder of any of the Credit Party Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and each Guarantor
agrees that it will indemnify the Agent and each Lender on demand for all
reasonable costs and expenses (including, without limitation, fees and expenses
of counsel) incurred by the Agent or such Lender in connection with such
rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law.

        4.4    CERTAIN ADDITIONAL WAIVERS.

        Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Credit Party Obligations, except through the
exercise of rights of subrogation pursuant to Section 4.2 and through the
exercise of rights of contribution pursuant to Section 4.6.

        4.5    REMEDIES.

        The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Agent and the Lenders, on the
other hand, the Credit Party Obligations may be declared to be forthwith due
and payable as provided in Section 9.2 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Credit Party
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Credit Party
Obligations being deemed to have become automatically due and payable), the
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of
Section 4.1. The Guarantors acknowledge and agree that their obligations
hereunder are secured in accordance with the terms of the Pledge Agreement and
that the Lenders may exercise their remedies thereunder in accordance with the
terms thereof.

        4.6    RIGHTS OF CONTRIBUTION.

        The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such
other Guarantor's Contribution Share (as defined below) of such Excess Payment.
The payment obligations of any Guarantor under this Section 4.6 shall be
subordinate and subject in right of payment to the prior payment in full to the
Agent and the Lenders of the Guaranteed Obligations, and none of the Guarantors
shall exercise any right or remedy under this Section 4.6 against any other
Guarantor until payment and satisfaction in full of all of such Guaranteed
Obligations. For purposes of this Section 4.6, (a) "Guaranteed Obligations"
shall mean any obligations arising under the other provisions of this Section
4; (b) "Excess Payment" shall mean the amount paid by any Guarantor in excess
of its Pro Rata Share of any Guaranteed Obligations; (c) "Pro Rata Share" shall
mean, for any Guarantor in respect of any payment of Guaranteed Obligations,
the ratio (expressed as a percentage) as of the date of such payment of
Guaranteed Obligations of (i) the amount by which




                                      42
<PAGE>   48

the aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of such Guarantor hereunder) to (ii) the amount by
which the aggregate present fair salable value of all assets and other
properties of the Borrower and all of the Guarantors exceeds the amount of all
of the debts and liabilities (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of the Borrower and
the Guarantors hereunder) of the Borrower and all of the Guarantors; provided,
however, that, for purposes of calculating the Pro Rata Shares of the
Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor
that became a Guarantor subsequent to the date of any such payment shall be
deemed to have been a Guarantor on the date of such payment and the financial
information for such Guarantor as of the date such Guarantor became a Guarantor
shall be utilized for such Guarantor in connection with such payment; and (d)
"Contribution Share" shall mean, for any Guarantor in respect of any Excess
Payment made by any other Guarantor, the ratio (expressed as a percentage) as
of the date of such Excess Payment of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder) to (ii) the amount by which the
aggregate present fair salable value of all assets and other properties of the
Borrower and all of the Guarantors other than the maker of such Excess Payment
exceeds the amount of all of the debts and liabilities (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of the Borrower and the Guarantors hereunder) of the Borrower and
all of the Guarantors other than the maker of such Excess Payment; provided,
however, that, for purposes of calculating the Contribution Shares of the
Guarantors in respect of any Excess Payment, any Guarantor that became a
Guarantor subsequent to the date of any such Excess Payment shall be deemed to
have been a Guarantor on the date of such Excess Payment and the financial
information for such Guarantor as of the date such Guarantor became a Guarantor
shall be utilized for such Guarantor in connection with such Excess Payment.
This Section 4.6 shall not be deemed to affect any right of subrogation,
indemnity, reimbursement or contribution that any Guarantor may have under
applicable law against the Borrower in respect of any payment of Guaranteed
Obligations. Notwithstanding the foregoing, all rights of contribution against
any Guarantor shall terminate from and after such time, if ever, that such
Guarantor shall be relieved of its obligations pursuant to Section 8.4.

        4.7    CONTINUING GUARANTEE.

        The guarantee in this Section 4 is a continuing guarantee, and shall
apply to all Credit Party Obligations whenever arising.




                                      43
<PAGE>   49

                                   SECTION 5

                                  CONDITIONS

        5.1    CLOSING CONDITIONS.

        The obligation of the Lenders to enter into this Credit Agreement and
to make the initial Revolving Loans, shall be subject to satisfaction of the
following conditions (in form and substance acceptable to the Lenders):

               (a) Executed Credit Documents. Receipt by the Agent of duly
        executed copies of (i) this Credit Agreement, (ii) the Revolving Notes
        and (iii) the Pledge Agreement.

               (b) Corporate Documents. Receipt by the Agent of the following:

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

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

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

                      (iv)  Good Standing. To the extent received by the
               Borrower prior to the Closing Date and subject to Section 7.15
               thereafter, copies of (A) certificates of good standing,
               existence or its equivalent with respect to each Credit Party
               certified as of a recent date by the appropriate Governmental
               Authorities of the state or other jurisdiction of incorporation
               and each other jurisdiction in which the failure to so qualify
               and be in good standing could have a Material Adverse Effect and
               (B) to the extent available, a certificate indicating payment of
               all corporate or comparable franchise taxes certified as of a
               recent date by the appropriate governmental taxing authorities.

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




                                      44
<PAGE>   50

               (c) Pledge of Stock. The Agent shall have received all stock
        certificates evidencing the Capital Stock pledged to the Agent pursuant
        to the Pledge Agreement, together with duly executed in blank undated
        stock powers attached thereto.

               (d) Opinions of Counsel. The Agent shall have received an
        opinion, or opinions, in form and substance satisfactory to the Agent
        dated as of the Closing Date from counsel to the Credit Parties.

               (e) Corporate Structure. The corporate capital and ownership
        structure of the Borrower and its Subsidiaries shall be as described in
        Schedule 6.13.

               (f) Consent. Receipt by the Agent of evidence that all
        governmental, shareholder and material third party consents and
        approvals necessary or desirable in connection with the financings and
        other transactions contemplated hereby and expiration of all applicable
        waiting periods without any action being taken by any authority that
        could reasonably be likely to restrain, prevent or impose any material
        adverse conditions on such transactions or that could reasonably be
        likely to seek or threaten any of the foregoing, and no law or
        regulation shall be applicable which in the judgment of the Agent could
        reasonably be likely to have such effect.

               (g) Litigation. Except as disclosed in Schedule 6.9, there shall
        not exist any pending or threatened action, suit, investigation or
        proceeding against a Consolidated Party which might have a Material
        Adverse Effect.

               (h) Officer's Certificates. The Agent shall have received a
        certificate or certificates executed by the chief financial officer of
        the Borrower as of the Closing Date stating that (A) the Borrower and
        each of the Borrower's Subsidiaries is in compliance with all existing
        financial obligations, (B) all governmental, shareholder and third
        party consents and approvals, if any, with respect to the Credit
        Documents and the transactions contemplated thereby have been obtained,
        (C) no action, suit, investigation or proceeding is pending or
        threatened in any court or before any arbitrator or governmental
        instrumentality that purports to affect the Borrower, any of the
        Borrower's Subsidiaries, or any transaction contemplated by the Credit
        Documents, if such action, suit, investigation or proceeding could
        reasonably be expected to have a Material Adverse Effect and (D)
        immediately after giving effect to this Credit Agreement, the other
        Credit Documents and all the transactions contemplated therein to occur
        on such date, (1) the Borrower and each of the Borrower's Subsidiaries
        is Solvent, (2) no Default or Event of Default exists, (3) all
        representations and warranties contained herein and in the other Credit
        Documents are true and correct in all material respects, and (4) the
        Credit Parties are in compliance with each of the financial covenants
        set forth in Section 7.11.

               (i) Three-Year Credit Agreement. Receipt by the Agent of a copy
        of the Three-Year Credit Agreement as originally executed and
        delivered, together with all exhibits and schedules.




                                      45
<PAGE>   51

               (j) Existing Credit Agreement. Receipt by the Agent of
        satisfactory evidence of the repayment of all loans and obligations
        under the Existing Credit Agreement and the termination of the
        commitments thereunder.

               (k) Fees and Expenses. Payment by the Credit Parties of all fees
        and expenses owed by them to the Lenders and the Agent, including,
        without limitation, payment to the Agent of the fees set forth in the
        Fee Letter.

        5.2    CONDITIONS TO ALL EXTENSIONS OF CREDIT.

        The obligations of each Lender to make, convert or extend any Revolving
Loan (including the initial Revolving Loans) are subject to satisfaction of the
following conditions in addition to satisfaction on the Closing Date of the
conditions set forth in Section 5.1:

               (a) The Borrower shall have delivered in the case of any
        Revolving Loan an appropriate Notice of Borrowing or Notice of
        Extension/Conversion;

               (b) The representations and warranties set forth in Section 6
        shall, subject to the limitations set forth therein, be true and
        correct in all material respects as of such date (except for those
        which expressly relate to an earlier date);

               (c) There shall not have been commenced against any Credit Party
        an involuntary case under any applicable bankruptcy, insolvency or
        other similar law now or hereafter in effect, or any case, proceeding
        or other action for the appointment of a receiver, liquidator,
        assignee, custodian, trustee, sequestrator (or similar official) of
        such Person or for any substantial part of its Property or for the
        winding up or liquidation of its affairs, and such involuntary case or
        other case, proceeding or other action shall remain undismissed,
        undischarged or unbonded;

               (d) No Default or Event of Default shall exist and be continuing
        either prior to or after giving effect thereto; and

               (e) Immediately after giving effect to the making of such
        Revolving Loan (and the application of the proceeds thereof), the
        aggregate principal amount of outstanding Revolving Loans shall not
        exceed the Revolving Committed Amount.

The delivery of each Notice of Borrowing shall constitute a representation and
warranty by the Borrower of the correctness of the matters specified in
subsections (b), (c), (d) and (e) above.

                                   SECTION 6

                         REPRESENTATIONS AND WARRANTIES

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




                                      46
<PAGE>   52

        6.1    FINANCIAL CONDITION.

        The audited consolidated balance sheets and income statements of the
Consolidated Parties for the fiscal year ended 1998 and the unaudited interim
balance sheets and income statements of the Consolidated Parties for the
quarterly periods ended after March 31, 1999 and June 30, 1999 have been
prepared in accordance with GAAP and present fairly in all material respects
(on the basis disclosed in the footnotes to such financial statements) the
financial condition, results of operations and cash flows of the applicable
parties as of such date and for such periods. Since December 31, 1998, there
has been no sale, transfer or other disposition by any Consolidated Party of
any material part of the business or property of the Consolidated Parties,
taken as a whole, and no purchase or other acquisition by any of them of any
business or property (including any capital stock of any other person) material
in relation to the consolidated financial condition of the Consolidated
Parties, taken as a whole, in each case, which, is not (x) reflected in the
foregoing financial statements or in the notes thereto or (y) otherwise
permitted by the terms of this Credit Agreement and communicated to the Agent.

        6.2    NO MATERIAL CHANGE.

        Since December 31, 1998, (a) there has been no development or event
relating to or affecting a Consolidated Party which has had or could have a
Material Adverse Effect and (b) except under the Stock Buy-Back Plan and as
otherwise permitted under this Credit Agreement, no dividends or other
distributions have been declared, paid or made upon the Capital Stock in a
Consolidated Party nor has any of the Capital Stock in a Consolidated Party
been redeemed, retired, purchased or otherwise acquired for value.

        6.3    ORGANIZATION AND GOOD STANDING.

        Each of the Consolidated Parties (a) is duly organized, validly
existing and is in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged and (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing could have a Material Adverse Effect.

        6.4    POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

        Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party, and in the case of the Borrower, to obtain
extensions of credit hereunder, and has taken all necessary corporate action to
authorize the borrowings and other extensions of credit on the terms and
conditions of this Credit Agreement and to authorize the execution, delivery
and performance of the Credit Documents to which it is a party. No consent or
authorization of, filing with, notice to or other similar act by or in respect
of, any Governmental Authority or any other Person is




                                      47
<PAGE>   53

required to be obtained or made by or on behalf of any Credit Party in
connection with the borrowings or other extensions of credit hereunder or with
the execution, delivery, performance, validity or enforceability of the Credit
Documents to which such Credit Party is a party. This Credit Agreement has
been, and each other Credit Document to which any Credit Party is a party will
be, duly executed and delivered on behalf of the Credit Parties. This Credit
Agreement constitutes, and each other Credit Document to which any Credit Party
is a party when executed and delivered will constitute, a legal, valid and
binding obligation of such Credit Party enforceable against such party in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

        6.5    NO CONFLICTS.

        Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its articles or certificate of
incorporation or organization or bylaws or other organizational or governing
documents of such Person, (b) violate, contravene or materially conflict with
any Requirement of Law or any other law, regulation (including, without
limitation, Regulation U or Regulation X), order, writ, judgment, injunction,
decree or permit applicable to it, (c) violate, contravene or conflict with
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which it is a party or by which it may be bound, the violation of
which could have a Material Adverse Effect, or (d) result in or require the
creation of any Lien (other than those contemplated in or created in connection
with the Credit Documents) upon or with respect to its properties.

        6.6    NO DEFAULT.

        No Consolidated Party is in default in any respect under any contract,
lease, loan agreement, indenture, mortgage, security agreement or other
agreement or obligation to which it is a party or by which any of its
properties is bound which default could have a Material Adverse Effect. No
Default or Event of Default has occurred or exists except as previously
disclosed in writing to the Lenders.

        6.7    OWNERSHIP.

        Each Consolidated Party is the owner of, and has good and marketable
title to, or a valid leasehold interest in, all of its respective assets and
none of such assets is subject to any Lien other than Permitted Liens.

        6.8    INDEBTEDNESS.

        Except as otherwise permitted under Section 8.1, the Consolidated
Parties have no Indebtedness.




                                      48
<PAGE>   54

        6.9    LITIGATION.

        Except as disclosed in Schedule 6.9, there are no actions, suits or
legal, equitable, arbitration or administrative proceedings, pending or, to the
knowledge of any Credit Party, threatened against any Consolidated Party which
might have a Material Adverse Effect.

        6.10   TAXES.

        Each Consolidated Party has filed, or caused to be filed, all tax
returns (federal, state, local and foreign) required to be filed and paid (a)
all amounts of taxes shown thereon to be due (including interest and penalties)
and (b) all other taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles
taxes) owing by it, except for such taxes (i) which are not yet delinquent or
(ii) that are being contested in good faith and by proper proceedings, and
against which adequate reserves are being maintained in accordance with GAAP.
No Credit Party is aware as of the Closing Date of any proposed tax assessments
against it or any other Consolidated Party.

        6.11   COMPLIANCE WITH LAW.

        Each Consolidated Party is in compliance with all Requirements of Law
and all other laws, rules, regulations, orders and decrees (including without
limitation Environmental Laws) applicable to it, or to its properties, unless
such failure to comply could not have a Material Adverse Effect. Without
limiting the generality of the foregoing, each Consolidated Party represents
that (i) current billing policies, arrangements, protocols and instructions
comply with requirements of Medicare, Medicaid, and CHAMPUS programs and any
other heath care program operated or financed in whole or in part by and
federal, state, or local government (each a "Medical Reimbursement Program" and
collectively, the "Medical Reimbursement Programs") and are administered by
properly trained personnel except where any such failure to comply could not
reasonably be expected to result in either (A) exclusion from a Medical
Reimbursement Program, or (B) loss of 5% or more of annual consolidated
revenues of the Consolidated Parties and (ii) current compensation arrangements
with physicians comply with state and federal anti-kick back fraud and abuse,
and Stark I and II requirements except where any such failure to comply could
not reasonably be expected to result in either (A) an exclusion from a Medical
Reimbursement Program, or (B) loss of 5% or more of annual consolidated
revenues of the Consolidated Parties.

        6.12   ERISA.

               (a) During the five-year period prior to the date on which this
        representation is made or deemed made: (i) no ERISA Event has occurred,
        and, to the best knowledge of the Credit Parties, no event or condition
        has occurred or exists as a result of which any ERISA Event could
        reasonably be expected to occur, with respect to any Plan; (ii) no
        material "accumulated funding deficiency," as such term is defined in
        Section 302 of ERISA and Section 412 of the Code, whether or not
        waived, has occurred with respect to any Plan; (iii) to the best
        knowledge of the Credit Parties, each Plan has been maintained,
        operated, and funded in compliance with its own terms and in material
        compliance with the provisions of ERISA, the Code, and any other
        applicable federal or state laws; and




                                      49
<PAGE>   55

        (iv) no lien in favor of the PBGC or a Plan has arisen or is reasonably
        likely to arise on account of any Plan.

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

               (c) Neither any Consolidated Party nor any ERISA Affiliate has
        incurred, or, to the best knowledge of the Credit Parties, could be
        reasonably expected to incur, any material withdrawal liability under
        ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any
        Consolidated Party nor any ERISA Affiliate would become subject to any
        material withdrawal liability under ERISA if any Consolidated Party or
        any ERISA Affiliate were to withdraw completely from all Multiemployer
        Plans and Multiple Employer Plans as of the valuation date most closely
        preceding the date on which this representation is made or deemed made.
        Neither any Consolidated Party nor any ERISA Affiliate has received any
        notification that any Multiemployer Plan is in reorganization (within
        the meaning of Section 4241 of ERISA), is insolvent (within the meaning
        of Section 4245 of ERISA), or has been terminated (within the meaning
        of Title IV of ERISA), and no Multiemployer Plan is, to the best
        knowledge of the Credit Parties, reasonably expected to be in
        reorganization, insolvent, or terminated.

               (d) No prohibited transaction (within the meaning of Section 406
        of ERISA or Section 4975 of the Code) or breach of fiduciary
        responsibility has occurred with respect to a Plan which has subjected
        or may subject any Consolidated Party or any ERISA Affiliate to any
        material liability under Sections 406, 409, 502(i), or 502(l) of ERISA
        or Section 4975 of the Code, or under any agreement or other instrument
        pursuant to which any Consolidated Party or any ERISA Affiliate has
        agreed or is required to indemnify any person against any such
        liability.

               (e) Neither any Consolidated Party nor any ERISA Affiliates has
        any material liability with respect to "expected post-retirement
        benefit obligations" within the meaning of the Financial Accounting
        Standards Board Statement 106.

        6.13   SUBSIDIARIES.

        Set forth on Schedule 6.13 is a complete and accurate list of all
Subsidiaries of each Consolidated Party. Information on Schedule 6.13 includes
jurisdiction of incorporation or organization, the number of shares of each
class of Capital Stock outstanding, the number and percentage of outstanding
shares of each class owned (directly or indirectly) by such Consolidated Party;
and the number and effect, if exercised, of all outstanding options, warrants,
rights of conversion or purchase and all other similar rights with respect
thereto. The outstanding Capital Stock of all such Subsidiaries is validly
issued, fully paid and non-assessable and is owned by each such Consolidated
Party, directly or indirectly, free and clear of all Liens (other




                                      50
<PAGE>   56

than those arising under or contemplated in connection with the Credit
Documents). Other than as set forth in Schedule 6.13, no Consolidated Party has
outstanding any securities convertible into or exchangeable for its Capital
Stock nor does any such Person have outstanding any rights to subscribe for or
to purchase or any options for the purchase of, or any agreements providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to its Capital Stock.

        6.14   GOVERNMENTAL REGULATIONS, ETC.

               (a) None of the transactions contemplated by this Credit
        Agreement (including, without limitation, the direct or indirect use of
        the proceeds of the Loans) will violate or result in a violation of the
        Securities Act, the Securities Exchange Act or any of Regulations U and
        X. If requested by any Lender or the Agent, the Borrower will furnish
        to the Agent and each Lender a statement, in conformity with the
        requirements of FR Form U-1 referred to in Regulation U, that no
        proceeds of the Loans will be used, directly or indirectly, for the
        purpose of "buying" or "carrying" any "margin stock" within the meaning
        of Regulations U and X.

               (b) None of the Consolidated Parties is (i) an "investment
        company", or a company "controlled" by "investment company", within the
        meaning of the Investment Company Act of 1940, as amended, (ii) a
        "holding company" as defined in, or otherwise subject to regulation
        under, the Public Utility Holding Company Act of 1935, as amended or
        (iii) subject to regulation under any other Federal or state statute or
        regulation which limits its ability to incur Indebtedness.

        6.15   PURPOSE OF REVOLVING LOANS.

        The proceeds of the Revolving Loans hereunder shall be used solely by
the Borrower to (a) on the Closing Date to refinance existing Indebtedness of
the Borrower under the Existing Credit Agreement and (b) on and after the
Closing Date, to (i) pay the redemption price for the Capital Stock of the
Borrower pursuant to the Stock Buy-Back Plan and (ii) to provide for ongoing
working capital and general corporate purposes (including Acquisitions) of the
Borrower and its Subsidiaries.

        6.16   ENVIRONMENTAL MATTERS.

               (a) Each of the facilities and properties owned, leased or
        operated by the Consolidated Parties (the "Properties") and all
        operations at the Properties are in compliance with all applicable
        Environmental Laws, and there is no violation of any material
        Environmental Law with respect to the Properties or the businesses
        operated by the Consolidated Parties (the "Businesses"), and there are
        no conditions relating to the Businesses or Properties, that could give
        rise to any material liability under any applicable Environmental Laws.

               (b) To the best knowledge of the Credit Parties, none of the
        Properties contains, or has previously contained, any Materials of
        Environmental Concern at, on or




                                      51
<PAGE>   57

        under the Properties in amounts or concentrations that constitute or
        constituted a violation of, or could give rise to liability under,
        Environmental Laws.

               (c) No Consolidated Party has received any written or verbal
        notice of, or inquiry from any Governmental Authority regarding, any
        violation, alleged violation, non-compliance, liability or potential
        liability regarding environmental matters or compliance with
        Environmental Laws with regard to any of the Properties or the
        Businesses, nor does any Consolidated Party have knowledge or reason to
        believe that any such notice will be received or is being threatened.

               (d) Materials of Environmental Concern have not been transported
        or disposed of from the Properties, or generated, treated, stored or
        disposed of at, on or under any of the Properties or any other
        location, in each case by or on behalf of any Consolidated Party in
        violation of, or in a manner that could give rise to liability under,
        any applicable Environmental Law.

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

               (f) There has been no release or, threat of release of Materials
        of Environmental Concern at or from the Properties, or arising from or
        related to the operations (including, without limitation, disposal) of
        any Consolidated Party in connection with the Properties or otherwise
        in connection with the Businesses, in violation of or in amounts or in
        a manner that could give rise to a material liability under
        Environmental Laws.

        6.17   INTELLECTUAL PROPERTY.

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




                                      52
<PAGE>   58

        6.18   SOLVENCY.

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

        6.19   INVESTMENTS.

        All Investments of each Consolidated Party are Permitted Investments.

        6.20   DISCLOSURE.

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

        6.21   NO UNUSUAL RESTRICTIONS.

        No Consolidated Party is a party to any agreement or instrument or
subject to any other obligation or any charter or corporate restriction or any
provision of any applicable law, rule or regulation which, individually or in
the aggregate, could have a Material Adverse Effect.

        6.22   YEAR 2000 COMPLIANCE.

        Each Credit Party has (i) initiated a review and assessment of all
areas within its and each of its Subsidiaries' business and operations
(including those affected by suppliers, vendors and customers) that could be
adversely affected by the "Year 2000 Problem" (that is, the risk that computer
applications used by such Credit Party or any of its Subsidiaries (or
suppliers, vendors and customers) may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and any date
after December 31, 1999), (ii) developed a plan and timeline for addressing the
Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan
in accordance with the timetable. Based on the foregoing, each Credit Party
believes that all computer applications (including those of its suppliers,
vendors and customers) that are material to its and any of its Subsidiaries'
business and operations are reasonably expected on a timely basis to be able to
perform properly date-sensitive functions for all dates before and after
January 1, 2000 (that is, be "Year 2000 compliant"), except to the extent that
a failure to do so could not reasonably be expected to have Material Adverse
Effect.

        6.23   REIMBURSEMENT FROM THIRD PARTY PAYORS.

        The accounts receivable of the Consolidated Parties have been and will
continue to be adjusted to reflect the reimbursement policies (both those most
recently published in writing as well as those not in writing which have been
verbally communicated) of third party payors such as Medicare, Medicaid, Blue
Cross/Blue Shield, private insurance companies, health maintenance
organizations, preferred provider organizations, alternative delivery systems,




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<PAGE>   59

managed care systems, government contracting agencies and other third party
payors, except any which, individually or in the aggregate, would not have a
Material Adverse Effect. In particular, accounts receivable relating to such
third party payors do not and shall not exceed amounts any obligee is entitled
to receive under any capitation arrangement, fee schedule, discount formula,
cost-based reimbursement or other adjustment or limitation to its usual
charges, except any which, individually or in the aggregate, would not have a
Material Adverse Effect.

        6.24   FRAUD AND ABUSE.

        Neither the Consolidated Parties nor, to the knowledge of the officers
of the Consolidated Parties, any of their officers or directors, or, to the
knowledge of any officer of the Consolidated Parties, no Contract Providers,
have engaged in any activities which are prohibited under federal Medicare and
Medicaid statutes, 42 U.S.C. ss.1320a-7b, or 42 U.S.C. ss.1395nn or the
regulations promulgated pursuant to such statutes or related state or local
statutes or regulations, or which are prohibited by binding rules of
professional conduct, including but not limited to the following: (i) knowingly
and willfully making or causing to be made a false statement or representation
of a material fact in any applications for any benefit or payment; (ii)
knowingly and willfully making or causing to be made any false statement or
representation of a material fact for use in determining rights to any benefit
or payment; (iii) failing to disclose knowledge by a claimant of the occurrence
of any event affecting the initial or continued right to any benefit or payment
on its own behalf or on behalf of another, with intent to secure such benefit
or payment fraudulently; (iv) knowingly and willfully soliciting or receiving
any remuneration (including any kickback, bribe or rebate), directly or
indirectly, overtly or covertly, in cash or in kind or offering to pay such
remuneration (a) in return for referring an individual to a Person for the
furnishing or arranging for the furnishing of any item or service for which
payment may be made in whole or in part by Medicare, Medicaid or other
applicable third party payors, or (b) in return for purchasing, leasing or
ordering or arranging for or recommending the purchasing, leasing or ordering
of any good, facility, service, or item for which payment may be made in whole
or in part by Medicare, Medicaid or other applicable third party payors.

        6.25   LICENSING AND ACCREDITATION.

        Each of the Consolidated Parties and, to the knowledge of the officers
of the Consolidated Parties, each Contract Provider, has, to the extent
applicable: (i) obtained (or been duly assigned) all required certificates of
need or determinations of need as required by the relevant state Governmental
Authority for the acquisition, construction, expansion of, investment in or
operation of its businesses as currently operated; (ii) obtained and maintains
in good standing all required licenses; (iii) to the extent prudent and
customary in the industry in which it is engaged, obtained and maintains
accreditation from all generally recognized accrediting agencies; and (iv)
entered into and maintains in good standing its status as a Medicare Supplier
and as a Medicaid Supplier. To the knowledge of the officers of the
Consolidated Parties, each Contract Provider is duly licensed (where license is
required) by each state or state agency or commission, or any other
Governmental Authority having jurisdiction over the provisions of such services
by such Person in the locations in which the Consolidated Parties conduct
business, required to enable such Person to provide the professional services
provided by such Person and otherwise as is necessary to enable the
Consolidated Parties to operate as currently operated and




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<PAGE>   60

as presently contemplated to be operated. To the knowledge of the officers of
the Consolidated Parties, all such required licenses are in full force and
effect on the date hereof and have not been revoked or suspended or otherwise
limited.

                                   SECTION 7

                             AFFIRMATIVE COVENANTS

        Each Credit Party hereby covenants and agrees that so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the
Commitments hereunder shall have terminated:

        7.1    INFORMATION COVENANTS.

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

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

               (b) Quarterly Financial Statements. As soon as available, and in
        any event within 45 days after the close of each fiscal quarter of the
        Consolidated Parties (other than the fourth fiscal quarter, in which 90
        days after the end thereof) a consolidated balance sheet and income
        statement of the Consolidated Parties, as of the end of such fiscal
        quarter, together with related consolidated statements of operations
        and retained earnings and of cash flows for such fiscal quarter in each
        case setting forth in comparative form consolidated figures for the
        corresponding period of the preceding fiscal year, all such financial
        information described above to be in reasonable form and detail and
        reasonably acceptable to the Agent, and accompanied by a certificate of
        the chief financial officer of the Borrower to the effect that such
        quarterly financial statements fairly present in all material respects
        the financial condition of the Consolidated Parties and have been
        prepared in accordance with GAAP, subject to changes resulting from
        audit and normal year-end audit adjustments.




                                      55
<PAGE>   61

               (c) Officer's Certificate. At the time of delivery of the
        financial statements provided for in Sections 7.1(a) and 7.1(b) above,
        a certificate of the chief financial officer of the Borrower
        substantially in the form of Exhibit 7.1(c), (i) demonstrating
        compliance with the financial covenants contained in Section 7.11 by
        calculation thereof as of the end of each such fiscal period and (ii)
        stating that no Default or Event of Default exists, or if any Default
        or Event of Default does exist, specifying the nature and extent
        thereof and what action the Credit Parties propose to take with respect
        thereto.

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

               (e) Reports. Promptly upon transmission or receipt thereof, (i)
        copies of any filings and registrations with, and reports to or from,
        the Securities and Exchange Commission, or any successor agency, and
        copies of all financial statements, proxy statements, notices and
        reports as any Consolidated Party shall send to its shareholders or to
        a holder of any Indebtedness owed by any Consolidated Party in its
        capacity as such a holder and (ii) upon the request of the Agent, all
        reports and written information to and from the United States
        Environmental Protection Agency, or any state or local agency
        responsible for environmental matters, the United States Occupational
        Health and Safety Administration, or any state or local agency
        responsible for health and safety matters, or any successor agencies or
        authorities concerning environmental, health or safety matters.

               (f) Notices. Upon obtaining knowledge thereof, each Credit Party
        will give written notice to the Agent promptly of (i) the occurrence of
        an event or condition consisting of a Default or Event of Default,
        specifying the nature and existence thereof and what action the Credit
        Parties propose to take with respect thereto, and (ii) the occurrence
        of any of the following with respect to any Consolidated Party (A) the
        pendency or commencement of any litigation, arbitral or governmental
        proceeding against such Person which if adversely determined is likely
        to have a Material Adverse Effect, (B) the institution of any
        proceedings against such Person with respect to, or the receipt of
        notice by such Person of potential liability or responsibility for
        violation, or alleged violation of any federal, state or local law,
        rule or regulation, including but not limited to, Environmental Laws,
        the violation of which could have a Material Adverse Effect, (C) any
        notice or determination concerning the imposition of any withdrawal
        liability by a Multiemployer Plan against such Person or any ERISA
        Affiliate, the determination that a Multiemployer Plan is, or is
        expected to be, in reorganization within the meaning of Title IV of
        ERISA or the termination of any Plan or (D) the institution of any
        investigation or proceedings against such Person (or, to the knowledge
        of the Borrower's officers, any Contract Provider) to suspend, revoke
        or terminate or which may result in the termination of its status as a
        Medicaid Supplier or its status as a Medicare Supplier or exclusion
        from any Medical Reimbursement Program, promptly deliver to the Agent
        written notice thereof stating the nature and status of such
        litigation, dispute, proceeding, investigation, levy, execution or
        other process.




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<PAGE>   62

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

               (h) Other Information. With reasonable promptness upon any such
        request, such other information regarding the business, properties or
        financial condition of any Consolidated Party as the Agent or the
        Required Lenders may reasonably request.

        7.2    PRESERVATION OF EXISTENCE AND FRANCHISES.

        Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary permitted under Section 8.4 or Section 8.5, each
Credit Party will, and will cause each of its Subsidiaries to, do all things
necessary to preserve and keep in full force and effect its existence, rights,
franchises and authority.

        7.3    BOOKS AND RECORDS.

        Each Credit Party will, and will cause each of its Subsidiaries to,
keep complete and accurate books and records of its transactions in accordance
with good accounting practices on the basis of GAAP (including the
establishment and maintenance of appropriate reserves).

        7.4    COMPLIANCE WITH LAW.

        Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental




                                      57
<PAGE>   63

Authorities, applicable to it and its Property if noncompliance with any such
law, rule, regulation, order or restriction could have a Material Adverse
Effect.

        7.5    PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

        Each Credit Party will, and will cause each of its Subsidiaries to, pay
and discharge (a) all taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its properties,
before they shall become delinquent, (b) all lawful claims (including claims
for labor, materials and supplies) which, if unpaid, might give rise to a Lien
upon any of its properties, and (c) except as prohibited hereunder, all of its
other Indebtedness as it shall become due; provided, however, that no
Consolidated Party shall be required to pay any such tax, assessment, charge,
levy, claim or Indebtedness which is being contested in good faith by
appropriate proceedings and as to which adequate reserves therefor have been
established in accordance with GAAP, unless the failure to make any such
payment (i) could give rise to an immediate right to foreclose on a Lien
securing such amounts or (ii) could have a Material Adverse Effect.

        7.6    INSURANCE.

        Each Credit Party will, and will cause each of its Subsidiaries to, at
all times maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) in such amounts, covering such risks and liabilities
and with such deductibles or self-insurance retentions as are in accordance
with normal industry practice and furnish to the Agent, upon written request,
full information as to the insurance carried.

        7.7    MAINTENANCE OF PROPERTY.

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

        7.8    PERFORMANCE OF OBLIGATIONS.

        Each Credit Party will, and will cause each of its Subsidiaries to,
perform in all material respects all of its obligations under the terms of all
material agreements, indentures, mortgages, security agreements or other debt
instruments to which it is a party or by which it is bound.

        7.9    USE OF PROCEEDS.

        The Borrower will use the proceeds of the Revolving Loans solely for
the purposes set forth in Section 6.15.




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<PAGE>   64

        7.10   AUDITS/INSPECTIONS.

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

        7.11   FINANCIAL COVENANTS.

               (a) Fixed Charge Coverage Ratio. The Fixed Charge Coverage
        Ratio, as of the last day of each fiscal quarter of the Consolidated
        Parties, shall be greater than or equal to 2.75 to 1.0.

               (b) Leverage Ratio. The Leverage Ratio, as of the last day of
        each fiscal quarter of the Consolidated Parties, shall be less than or
        equal to 2.50 to 1.0.

               (c) Consolidated Net Worth. The Consolidated Net Worth shall at
        all times be greater than or equal to $491,000,000, increased by the
        sum of (i) on a cumulative basis as of the end of each fiscal quarter
        of the Borrower, commencing with the fiscal quarter ending September
        30, 1999, an amount equal to 75% of Consolidated Net Income (to the
        extent positive) for the fiscal quarter then ended plus (ii) an amount
        equal to 100% of the Net Cash Proceeds from any Equity Issuance
        occurring after the Closing Date minus (iii) the aggregate price paid
        for all purchases of Capital Stock of the Borrower pursuant to the
        Stock Buy-Back Plan.

        7.12   ADDITIONAL CREDIT PARTIES.

        As soon as practicable and in any event within 30 days after any Person
becomes a Subsidiary of any Credit Party, the Borrower shall provide the Agent
with written notice thereof setting forth information in reasonable detail
describing all of the assets of such Person and shall (a) cause such Person to
execute a Joinder Agreement in substantially the same form as Exhibit 7.12, (b)
cause 100% of the Capital Stock of such Person to be delivered to the Agent
(together with undated stock powers signed in blank), and pledged to the Agent
pursuant to an appropriate pledge agreement(s) in substantially the form of the
Pledge Agreement and otherwise in form acceptable to the Agent and (c) if such
Person has any Subsidiaries (i) deliver all of the Capital Stock of such
Subsidiaries (together with undated stock powers signed in blank) to the Agent
and (ii) execute a pledge agreement in substantially the form of the Pledge
Agreement and otherwise in a form acceptable to the Agent.




                                      59
<PAGE>   65

        7.13   PLEDGED ASSETS.

        Except with respect to the Capital Stock of Lincare of Columbia, the
Credit Parties will cause 100% of the issued and outstanding Capital Stock of
each direct and indirect Subsidiary of the Borrower, to be subject at all times
to a first priority, perfected Lien in favor of the Agent pursuant to the terms
and conditions of the Pledge Agreement or such other security documents as the
Agent shall reasonably request.

        7.14   YEAR 2000 COMPLIANCE.

        The Credit Parties will promptly notify the Agent in the event any
Credit Party discovers or determines that any computer application (including
those of its suppliers, vendors and customers) that is material to its or any
of its Subsidiaries' business and operations will not be Year 2000 Compliant,
except to the extent that such failure could not reasonably be expected to have
a Material Adverse Effect.

        7.15   FURTHER ASSURANCES.

        As soon as available, but in any event within 30 Business Days of the
Closing Date, the Borrower shall have provided the Agent with (a) certificates
of good standing, existence or its equivalent with respect to each Credit Party
certified as of a recent date by the appropriate Governmental Authorities of
the state or other jurisdiction of incorporation and each other jurisdiction in
which the failure to so qualify and be in good standing could have a Material
Adverse Effect and (b) to the extent available, a certificate indicating
payment of all corporate or comparable franchise taxes certified as of a recent
date by the appropriate governmental taxing authorities.

                                   SECTION 8

                               NEGATIVE COVENANTS

        Each Credit Party hereby covenants and agrees that, so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the
Commitments hereunder shall have terminated:

        8.1    INDEBTEDNESS.

        The Credit Parties will not permit any Consolidated Party to contract,
create, incur, assume or permit to exist any Indebtedness, except:

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

               (b) Indebtedness of the Borrower and its Subsidiaries set forth
        in Schedule 8.1;




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<PAGE>   66

               (c) purchase money Indebtedness (including Capital Leases) or
        Synthetic Leases hereafter incurred by the Borrower or any of its
        Subsidiaries to finance the purchase of fixed assets provided that (i)
        the total of all such Indebtedness for all such Persons taken together
        shall not exceed an aggregate principal amount of $5,000,000 at any one
        time outstanding (including any such Indebtedness referred to in
        subsection (b) above); (ii) such Indebtedness when incurred shall not
        exceed the purchase price of the asset(s) financed; and (iii) no such
        Indebtedness shall be refinanced for a principal amount in excess of
        the principal balance outstanding thereon at the time of such
        refinancing;

               (d) obligations of the Borrower or any of its Subsidiaries in
        respect of Hedging Agreements entered into in order to manage existing
        or anticipated interest rate or exchange rate risks and not for
        speculative purposes;

               (e) obligations of the Borrower in respect of the Stock Buy-Back
        Plan;

               (f) obligations of the Borrower under Equity Swap Agreements
        provided that (i) the term of any such Equity Swap Agreements shall not
        exceed 6 months and (ii) the notional amount of all such obligations
        shall not exceed $45,000,000 in the aggregate at any time outstanding;

               (g) unsecured Indebtedness payable to the seller of the Capital
        Stock or Property acquired in a Permitted Acquisition representing all
        or a portion of the purchase price of the Capital Stock or Property so
        acquired;

               (h) Indebtedness owing by one Credit Party to another Credit
        Party; and

               (i) other Indebtedness hereafter incurred by the Borrower not
        exceeding $10,000,000 in aggregate principal amount at any time
        outstanding.

        8.2    LIENS.

        The Credit Parties will not permit any Consolidated Party to contract,
create, incur, assume or permit to exist any Lien with respect to any of its
Property, whether now owned or after acquired, except for Permitted Liens;
provided, however, that the terms of this Section 8.2 shall not be applicable
to Capital Stock of the Borrower which constitute treasury shares held by the
Borrower.

        8.3    NATURE OF BUSINESS.

        The Credit Parties will not permit any Consolidated Party to
substantively alter the character or conduct of the business conducted by such
Person as of the Closing Date.




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<PAGE>   67

        8.4    CONSOLIDATION, MERGER, DISSOLUTION, ETC.

        The Credit Parties will not permit any Consolidated Party to enter into
        any transaction of merger or consolidation or liquidate, wind up or
        dissolve itself (or suffer any liquidation or dissolution); provided
        that, notwithstanding the foregoing provisions of this Section 8.4, (a)
        the Borrower may merge or consolidate with any of its Subsidiaries
        provided that (i) the Borrower shall be the continuing or surviving
        corporation, (ii) the Credit Parties shall cause to be executed and
        delivered such documents, instruments and certificates as the Agent may
        request in order to maintain the perfection and priority of the Liens
        on the assets of the Credit Parties and (iii) after giving effect to
        such transaction, no Default or Event of Default exists and (b) any
        Credit Party other than the Borrower may merge or consolidate with any
        other Credit Party other than the Borrower provided that (i) the Credit
        Parties shall cause to be executed and delivered such documents,
        instruments and certificates as the Agent may request in order to
        maintain the perfection and priority of the Liens on the assets of the
        Credit Parties and (ii) after giving effect to such transaction, no
        Default or Event of Default exists and (c) the Borrower or any
        Subsidiary of the Borrower may merge with any Person other than a
        Consolidated Party in connection with a Permitted Acquisition provided
        that (i) the Borrower or such Subsidiary shall be the continuing or
        surviving corporation and (ii) after giving effect to such transaction,
        no Default or Event of Default exists.

        8.5    ASSET DISPOSITIONS.

        The Credit Parties will not permit any Consolidated Party to sell,
lease, transfer or otherwise dispose of any Property (including without
limitation pursuant to any sale/leaseback transaction or securitization
transaction ) other than (i) the sale of inventory in the ordinary course of
business for fair consideration, (ii) the sale or disposition of assets no
longer used or useful in the conduct of such Person's business, (iii) Sale and
Leaseback Transactions permitted under Section 8.13 and (iv) other sales of
assets, provided that (A) no Default or Event of Default shall have occurred or
would occur as a result of such sale or other disposition and (B) the aggregate
book value of assets sold or otherwise disposed of pursuant to clause (iv) in
any given fiscal year does not exceed an amount equal to $10,000,000.

        Upon a sale of Capital Stock of a Consolidated Party not prohibited by
this Section 8.5, the Agent shall (to the extent applicable) deliver to the
Credit Parties, upon the Credit Parties' request and at the Credit Parties'
expense, such documentation as is reasonably necessary to evidence the release
of such Consolidated Party from all of its obligations, if any, under the
Credit Documents.

        8.6    INVESTMENTS.

        The Credit Parties will not permit any Consolidated Party to make
Investments in or to any Person, except for Permitted Investments.




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        8.7    RESTRICTED PAYMENTS.

        The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except, so long as no Default or Event of Default shall
have occurred or would occur as a result thereof, (a) to make dividends payable
solely in the same class of Capital Stock of such Person, (b) to make dividends
or other distributions payable to any Credit Party (directly or indirectly
through Subsidiaries), (c) purchases by the Borrower of its Capital Stock
pursuant to the Stock Buy-Back Plan, provided that the aggregate price for all
such purchases shall not exceed $200,000,000, (d) other repurchases,
redemptions or other acquisitions or retirements for value of any Capital Stock
of the Borrower in connection with stock purchase agreements and shareholder
redemption agreements (other than the Stock Buy-Back Plan), provided that the
aggregate price for all such repurchases, redemptions, acquisitions and
retirements during any fiscal year shall not exceed $10,000,000 and (e) as
permitted by Section 8.8.

        8.8    PREPAYMENTS OF INDEBTEDNESS, ETC.

        The Credit Parties will not permit any Consolidated Party to after the
issuance thereof, amend or modify (or permit the amendment or modification of)
any of the terms of any Indebtedness if such amendment or modification would
add or change any terms in a manner adverse to the issuer of such Indebtedness,
or shorten the final maturity or average life to maturity or require any
payment to be made sooner than originally scheduled or increase the interest
rate applicable thereto or change any subordination provision thereof.

        8.9    TRANSACTIONS WITH AFFILIATES.

        The Credit Parties will not permit any Consolidated Party to enter into
or permit to exist any transaction or series of transactions with any officer,
director, shareholder, Subsidiary or Affiliate of such Person other than (a)
transactions permitted by Section 8.1, Section 8.4, Section 8.6 or Section 8.7,
(b) normal compensation and reimbursement of expenses of officers and directors
and (c) except as otherwise specifically limited in this Credit Agreement,
other transactions which are entered into in the ordinary course of such
Person's business on terms and conditions substantially as favorable to such
Person as would be obtainable by it in a comparable arms-length transaction
with a Person other than an officer, director, shareholder, Subsidiary or
Affiliate.

        8.10   FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

        The Credit Parties will not permit any Consolidated Party to change its
fiscal year or amend, modify or change its articles of incorporation or
organization (or corporate charter or other similar organizational document) or
bylaws or operating agreement (or other similar document) in any manner adverse
to the Lenders without the prior written consent of the Required Lenders.




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<PAGE>   69

        8.11   LIMITATION ON RESTRICTED ACTIONS.

        The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to any Credit Party on its Capital
Stock or with respect to any other interest or participation in, or measured
by, its profits, (b) pay any Indebtedness or other obligation owed to any
Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease
or transfer any of its properties or assets to any Credit Party, (e) grant a
lien on its properties or assets whether now owned or hereafter acquired or (f)
act as a Guarantor and pledge its assets pursuant to the Credit Documents or
any renewals, refinancings, exchanges, refundings or extension thereof, except
(in respect of any of the matters referred to in clauses (a)-(d) above) for
such encumbrances or restrictions existing under or by reason of (i) this
Credit Agreement and the other Credit Documents or (ii) applicable law.

        8.12   OWNERSHIP OF SUBSIDIARIES; LIMITATIONS ON BORROWER.

        Notwithstanding any other provisions of this Credit Agreement to the
contrary, the Credit Parties will not permit any Consolidated Party to (a)
permit any Person (other than the Borrower or any Wholly-Owned Subsidiary of
the Borrower) to own any Capital Stock of any Subsidiary of the Borrower, (b)
permit any Subsidiary of the Borrower to issue Capital Stock (except to the
Borrower or to a Wholly-Owned Subsidiary of the Borrower), (c) permit, create,
incur, assume or suffer to exist any Lien thereon, in each case (i) except to
qualify directors where required by applicable law or to satisfy other
requirements of applicable law with respect to the ownership of Capital Stock
of Subsidiaries, (ii) except as a result of or in connection with a
dissolution, merger or disposition of a Subsidiary not prohibited under Section
8.4 or Section 8.5 or (iii) except for Permitted Liens and (d) notwithstanding
anything to the contrary contained in clause (b) above, permit any Subsidiary
of the Borrower to issue any shares of preferred Capital Stock.

        8.13   SALE LEASEBACKS.

        The Credit Parties will not permit any Consolidated Party to enter into
any Sale and Leaseback Transaction other than a Sale and Leaseback Transaction
with respect to the corporate headquarters office building to be built by the
Borrower in Clearwater, Florida, provided that value of the Property subject to
such transaction shall not exceed $20,000,000 in the aggregate.

        8.14   NO FURTHER NEGATIVE PLEDGES.

        Except (a) pursuant to this Credit Agreement and the other Credit
Documents, and (b) pursuant to any document or instrument governing
Indebtedness incurred pursuant to Section 8.1(c), provided that any such
restriction contained therein relates only to the asset or assets constructed
or acquired in connection therewith, the Credit Parties will not permit any
Consolidated Party to enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any Lien
upon its properties or assets, whether now owned or hereafter acquired, or
requiring the grant of any security for such obligation if security is given
for some other obligation.




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<PAGE>   70

        8.15   NO FOREIGN SUBSIDIARIES.

        The Credit Parties will not create, acquire or permit to exist any
Foreign Subsidiary.

                                   SECTION 9

                               EVENTS OF DEFAULT

        9.1    EVENTS OF DEFAULT.

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

               (a)    Payment.  Any Credit Party shall

                      (i)  default in the payment when due of any principal of
               any of the Revolving Loans, or

                      (ii) default, and such default shall continue for three
               (3) or more Business Days, in the payment when due of any
               interest on the Revolving Loans, or of any Fees or other amounts
               owing hereunder, under any of the other Credit Documents or in
               connection herewith or therewith; or

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

               (c) Covenants. Any Credit Party shall

                      (i)   default in the due performance or observance of any
               term, covenant or agreement contained in Sections 7.2, 7.9, 7.11
               or 8.1 through 8.15, inclusive;

                      (ii)  default in the due performance or observance of any
               term, covenant or agreement contained in Section 7.1 and such
               default shall continue unremedied for a period of at least 5
               business days after the earlier of a responsible officer of a
               Credit Party becoming aware of such default or notice thereof by
               the Agent; or

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




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<PAGE>   71

               responsible officer of a Credit Party becoming aware of such
               default or notice thereof by the Agent.

               (d) Other Credit Documents. (i) Any Credit Party shall default
        in the due performance or observance of any term, covenant or agreement
        in any of the other Credit Documents (subject to applicable grace or
        cure periods, if any) or repudiate its obligations thereunder, or (ii)
        except as a result of or in connection with a dissolution, merger or
        disposition of a Subsidiary not prohibited under Section 8.4 or Section
        8.5, any Credit Document shall fail to be in full force and effect or
        to give the Agent and/or the Lenders the Liens, rights, powers and
        privileges purported to be created thereby, or any Credit Party shall
        so state in writing; or

               (e) Guaranties. Except as the result of or in connection with a
        dissolution, merger or disposition of a Subsidiary permitted under
        Section 8.4, the guaranty given by any Guarantor hereunder (including
        any Additional Credit Party) or any provision thereof shall cease to be
        in full force and effect, or any Guarantor (including any Additional
        Credit Party) hereunder or any Person acting by or on behalf of such
        Guarantor shall deny or disaffirm such Guarantor's obligations under
        such guaranty, or any Guarantor shall default in the due performance or
        observance of any term, covenant or agreement on its part to be
        performed or observed pursuant to any guaranty; or

               (f) Bankruptcy, etc. Any Bankruptcy Event shall occur with
        respect to any Consolidated Party; or

               (g) Defaults under Other Agreements.

                      (i)   Any Consolidated Party shall default in the
               performance or observance (beyond the applicable grace period
               with respect thereto, if any) of any material obligation or
               condition of any contract or lease material to the Consolidated
               Parties, taken as a whole.

                      (ii)  The occurrence of an "Event of Default" (as such
               term is defined therein) under the Three-Year Credit Agreement.

                      (iii) With respect to any Indebtedness (other than
               Indebtedness outstanding under this Credit Agreement) in excess
               of $2,500,000 in the aggregate for the Consolidated Parties
               taken as a whole, (A) any Consolidated Party shall (1) default
               in any payment (beyond the applicable grace period with respect
               thereto, if any) with respect to any such Indebtedness, or (2)
               default (after giving effect to any applicable grace period) in
               the observance or performance of any term, covenant or agreement
               relating to such Indebtedness or contained in any instrument or
               agreement evidencing, securing or relating thereto, or any other
               event or condition shall occur or condition exist, the effect of
               which default or other event or condition is to cause, or
               permit, the holder or holders of such Indebtedness (or trustee
               or agent on behalf of such holders) to cause (determined without
               regard to whether any notice or lapse of time is required), any
               such




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               Indebtedness to become due prior to its stated maturity; or (B)
               any such Indebtedness shall be declared due and payable, or
               required to be prepaid other than by a regularly scheduled
               required prepayment, prior to the stated maturity thereof.

               (h) Judgments. One or more judgments or decrees shall be entered
        against one or more of the Consolidated Parties involving a liability
        of $2,500,000 or more in the aggregate (to the extent not paid or fully
        covered by insurance provided by a carrier who has acknowledged
        coverage and has, in the reasonable judgment of the Agent, the ability
        to perform) and any such judgments or decrees shall not have been
        vacated, discharged or stayed or bonded pending appeal within 60 days
        from the entry thereof; or

               (i) ERISA. Any of the following events or conditions, if such
        event or condition could have a Material Adverse Effect (i) any
        "accumulated funding deficiency," as such term is defined in Section
        302 of ERISA and Section 412 of the Code, whether or not waived, shall
        exist with respect to any Plan, or any lien shall arise on the assets
        of any Consolidated Party or any ERISA Affiliate in favor of the PBGC
        or a Plan; (ii) an ERISA Event shall occur with respect to a Single
        Employer Plan, which is, in the reasonable opinion of the Agent, likely
        to result in the termination of such Plan for purposes of Title IV of
        ERISA; (iii) an ERISA Event shall occur with respect to a Multiemployer
        Plan or Multiple Employer Plan, which is, in the reasonable opinion of
        the Agent, likely to result in (A) the termination of such Plan for
        purposes of Title IV of ERISA, or (B) any Consolidated Party or any
        ERISA Affiliate incurring any liability in connection with a withdrawal
        from, reorganization of (within the meaning of Section 4241 of ERISA),
        or insolvency or (within the meaning of Section 4245 of ERISA) such
        Plan; or (iv) any prohibited transaction (within the meaning of Section
        406 of ERISA or Section 4975 of the Code) or breach of fiduciary
        responsibility shall occur which may subject any Consolidated Party or
        any ERISA Affiliate to any liability under Sections 406, 409, 502(i),
        or 502(l) of ERISA or Section 4975 of the Code, or under any agreement
        or other instrument pursuant to which any Consolidated Party or any
        ERISA Affiliate has agreed or is required to indemnify any person
        against any such liability; or

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

        9.2    ACCELERATION; REMEDIES.

        Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the requisite Lenders
(pursuant to the voting requirements of Section 11.6) or cured to the
satisfaction of the requisite Lenders (pursuant to the voting procedures in
Section 11.6), the Agent shall, upon the request and direction of the Required
Lenders, by written notice to the Credit Parties take any of the following
actions:

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




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               (b) Acceleration. Declare the unpaid principal of and any
        accrued interest in respect of all Revolving Loans and any and all
        other indebtedness or obligations of any and every kind owing by the
        Borrower to the Agent and/or any of the Lenders hereunder to be due
        whereupon the same shall be immediately due and payable without
        presentment, demand, protest or other notice of any kind, all of which
        are hereby waived by the Borrower.

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

        Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(f) shall occur, then the Commitments shall automatically terminate
and all Revolving Loans, all accrued interest in respect thereof, all accrued
and unpaid Fees and other indebtedness or obligations owing to the Agent and/or
any of the Lenders hereunder automatically shall immediately become due and
payable without the giving of any notice or other action by the Agent or the
Lenders.

                                   SECTION 10

                               AGENCY PROVISIONS

        10.1   APPOINTMENT, POWERS AND IMMUNITIES.

        Each Lender hereby irrevocably appoints and authorizes the Agent to act
as its agent under this Credit Agreement and the other Credit Documents with
such powers and discretion as are specifically delegated to the Agent by the
terms of this Credit Agreement and the other Credit Documents, together with
such other powers as are reasonably incidental thereto. The Agent (which term
as used in this sentence and in Section 10.5 and the first sentence of Section
10.6 hereof shall include its Affiliates and its own and its Affiliates'
officers, directors, employees, and agents): (a) shall not have any duties or
responsibilities except those expressly set forth in this Credit Agreement and
shall not be a trustee or fiduciary for any Lender; (b) shall not be
responsible to the Lenders for any recital, statement, representation, or
warranty (whether written or oral) made in or in connection with any Credit
Document or any certificate or other document referred to or provided for in,
or received by any of them under, any Credit Document, or for the value,
validity, effectiveness, genuineness, enforceability, or sufficiency of any
Credit Document, or any other document referred to or provided for therein or
for any failure by any Credit Party or any other Person to perform any of its
obligations thereunder; (c) shall not be responsible for or have any duty to
ascertain, inquire into, or verify the performance or observance of any
covenants or agreements by any Credit Party or the satisfaction of any
condition or to inspect the property (including the books and records) of any
Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be
required to initiate or conduct any litigation or collection proceedings under
any Credit Document, unless directed by the Required Lenders; and (e) shall not
be responsible for any action taken or omitted to be taken by it under or in
connection with any Credit Document, except for its own gross negligence,
willful misconduct or




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breach of this Credit Agreement. The Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it in good faith and with
reasonable care.

        10.2   RELIANCE BY AGENT.

        The Agent shall be entitled to rely upon any certification, notice,
instrument, writing, or other communication (including, without limitation, any
thereof by telephone or telecopy) believed by it to be genuine and correct and
to have been signed, sent or made by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel (including counsel for
any Credit Party), independent accountants, and other experts selected by the
Agent as permitted under Section 10.1. The Agent may deem and treat the payee
of any Revolving Note as the holder thereof for all purposes hereof unless and
until the Agent receives and accepts an Assignment and Acceptance executed in
accordance with Section 11.3(b) hereof. As to any matters not expressly
provided for by this Credit Agreement, the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding on all of the Lenders; provided, however, that
the Agent shall not be required to take any action that exposes the Agent to
personal liability or that is contrary to any Credit Document or applicable law
or unless it shall first be indemnified to its reasonable satisfaction by the
Lenders against any and all liability and expense which may be incurred by it
by reason of taking any such action.

        10.3   DEFAULTS.

        The Agent shall not be deemed to have knowledge or notice of the
occurrence of a Default or Event of Default unless the Agent has received
written notice from a Lender or the Borrower specifying such Default or Event
of Default and stating that such notice is a "Notice of Default". In the event
that the Agent receives such a notice of the occurrence of a Default or Event
of Default, the Agent shall give prompt notice thereof to the Lenders. The
Agent shall (subject to Section 10.2 hereof) take such action with respect to
such Default or Event of Default as shall reasonably be directed by the
Required Lenders, provided that, unless and until the Agent shall have received
such directions, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interest of the
Lenders.

        10.4   RIGHTS AS A LENDER.

        With respect to its Commitment and the Revolving Loans made by it, Bank
of America (and any successor acting as Agent) in its capacity as a Lender
hereunder shall have the same rights and powers and obligations hereunder as
any other Lender and may exercise and perform the same as though it were not
acting as the Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Agent in its individual capacity. Bank
of America (and any successor acting as Agent) and its Affiliates may (without
having to account therefor to any Lender) accept deposits from, lend money to,
make investments in, enter into Equity Swap Agreements with, provide services
to, and generally engage in any kind of lending,




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trust, or other business with any Credit Party or any of its Subsidiaries or
Affiliates as if it were not acting as Agent, and Bank of America (and any
successor acting as Agent) and its Affiliates may accept fees and other
consideration from any Credit Party or any of its Subsidiaries or Affiliates
for services in connection with this Credit Agreement or otherwise without
having to account for the same to the Lenders.

        10.5   INDEMNIFICATION.

        The Lenders agree to indemnify the Agent (to the extent not reimbursed
under Section 11.5 hereof, but without limiting the obligations of the Borrower
under such Section) ratably in accordance with their respective Commitments,
for any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including attorneys' fees), or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against the Agent (including by any Lender) in any way relating to or
arising out of any Credit Document or the transactions contemplated thereby or
any action taken or omitted by the Agent under any Credit Document; provided
that no Lender shall be liable for any of the foregoing to the extent they
arise from the gross negligence, willful misconduct or breach of this Credit
Agreement of the Agent. Without limitation of the foregoing, each Lender agrees
to reimburse the Agent promptly upon demand for its ratable share of any costs
or expenses payable by the Borrower under Section 11.5, to the extent that the
Agent is not promptly reimbursed for such costs and expenses by the Borrower.
The agreements in this Section 10.5 shall survive the repayment of the
Revolving Loans and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

        10.6   NON-RELIANCE ON AGENT AND OTHER LENDERS.

        Each Lender agrees that it has, independently and without reliance on
the Agent or any other Lender, and based on such documents and information as
it has deemed appropriate, made its own credit analysis of the Credit Parties
and their Subsidiaries and decision to enter into this Credit Agreement and
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 analysis and decisions in
taking or not taking action under the Credit Documents. Except for notices,
reports, and other documents and information expressly required to be furnished
to the Lenders by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition, or business of any Credit Party or
any of its Subsidiaries or Affiliates that may come into the possession of the
Agent or any of its Affiliates.

        10.7   SUCCESSOR AGENT.

        The Agent may resign at any time by giving notice thereof to the
Lenders and the Borrower. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor Agent. If no successor Agent shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Agent's giving of notice
of resignation, then the retiring Agent may, on behalf of the Lenders, appoint
a successor Agent which shall be a commercial bank organized under the laws of
the United States




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of America having combined capital and surplus of at least $100,000,000. Upon
the acceptance of any appointment as Agent hereunder by a successor, such
successor shall thereupon succeed to and become vested with all the rights,
powers, discretion, privileges, and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations hereunder.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this Section 10 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

                                   SECTION 11

                                 MISCELLANEOUS

        11.1   NOTICES.

        Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the same
has been delivered prepaid to a reputable national overnight air courier
service, or (d) the fifth Business Day following the day on which the same is
sent by certified or registered mail, postage prepaid, in each case to the
respective parties at the address, in the case of the Borrower, Guarantors and
the Agent, set forth below, and, in the case of the Lenders, set forth on
Schedule 2.1(a), or at such other address as such party may specify by written
notice to the other parties hereto:

        if to any Credit Party:

               Lincare Holdings Inc.
               19337 U.S. 19 North
               Suite 500
               Clearwater, Florida 33764
               Attn: Chief Financial Officer
               Telephone: (727) 530-7700
               Telecopy:  (727) 532-9692

        with a copy to:

               Lincare Holdings Inc.
               19337 U.S. 19 North
               Suite 500
               Clearwater, Florida 33764
               Attn: Legal Department
               Telephone: (727) 530-7700
               Telecopy:  (727) 532-9692




                                      71
<PAGE>   77

        if to the Agent:

               Bank of America, N.A.
               as Agent
               Independence Center, 15th Floor
               NC1-001-15-04
               101 North Tryon Street
               Charlotte, North Carolina 28255
               Attn: Agency Services -- Michael Roof
               Telephone: 704-388-3916
               Telecopy:  704-386-9923

        with a copy to:

               Bank of America, N. A.
               Healthcare Finance Group
               700 Louisiana Street
               Houston, Texas 77002
               Attn: F. Scott Singhoff
               Telephone: (713) 247-6961
               Telecopy:  (713) 247-6719

        11.2   RIGHT OF SET-OFF; ADJUSTMENTS.

        Upon the occurrence and during the continuance of any Event of Default,
each Lender (and each of its Affiliates) is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender (or
any of its Affiliates) to or for the credit or the account of any Credit Party
against any and all of the obligations of such Person now or hereafter existing
under this Credit Agreement, under the Revolving Notes, under any other Credit
Document or otherwise, irrespective of whether such Lender shall have made any
demand hereunder or thereunder and although such obligations may be unmatured.
Each Lender agrees promptly to notify any affected Credit Party after any such
set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 11.2 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.

        11.3   BENEFIT OF AGREEMENT.

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




                                      72
<PAGE>   78

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

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

                      (ii)  except in the case of an assignment to another
               Lender or an assignment of all of a Lender's rights and
               obligations under this Credit Agreement, any such partial
               assignment shall be in an amount at least equal to $5,000,000
               (or, if less, the remaining amount of the Commitment being
               assigned by such Lender) or an integral multiple of $1,000,000
               in excess thereof;

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

                      (iv)  such assigning Lender shall simultaneously assign an
               identical percentage of the loans and commitments of such Lender
               under the Three-Year Credit Agreement to such Eligible Assignee;
               and

                      (v)   the parties to such assignment shall execute and
               deliver to the Agent for its acceptance an Assignment and
               Acceptance in the form of Exhibit 11.3(b) hereto, together with
               any Revolving Note subject to such assignment and a processing
               fee of $3,500.

        Upon execution, delivery, and acceptance of such Assignment and
        Acceptance, the assignee thereunder shall be a party hereto and, to the
        extent of such assignment, have the obligations, rights, and benefits
        of a Lender hereunder and the assigning Lender shall, to the extent of
        such assignment, relinquish its rights and be released from its
        obligations under this Credit Agreement. Upon the consummation of any
        assignment pursuant to this Section 11.3(b), the assignor, the Agent
        and the Borrower shall make appropriate arrangements so that, if
        required, new Revolving Notes are issued to the assignor and the
        assignee. If the assignee is not incorporated under the laws of the
        United States of America or a state thereof, it shall deliver to the
        Borrower and the Agent certification as to exemption from deduction or
        withholding of Taxes in accordance with Section 3.11.

               (c) The Agent shall maintain at its address referred to in
        Section 11.1 a copy of each Assignment and Acceptance delivered to and
        accepted by it and a register for the recordation of the names and
        addresses of the Lenders and the Commitment of, and principal amount of
        the Revolving Loans owing to, each Lender from time to time (the
        "Register"). The entries in the Register shall be conclusive and
        binding for all purposes, absent manifest error, and the Borrower, the
        Agent and the Lenders may treat each Person whose name is recorded in
        the Register as a Lender hereunder for all purposes of this




                                      73
<PAGE>   79

        Credit Agreement. The Register shall be available for inspection by the
        Borrower or any Lender at any reasonable time and from time to time
        upon reasonable prior notice.

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

               (e) Each Lender may sell participations to one or more Persons
        in all or a portion of its rights, obligations or rights and
        obligations under this Credit Agreement (including all or a portion of
        its Commitment or its Revolving Loans); provided, however, that (i)
        such Lender's obligations under this Credit Agreement shall remain
        unchanged, (ii) such Lender shall remain solely responsible to the
        other parties hereto for the performance of such obligations, (iii) the
        participant shall be entitled to the benefit of the yield protection
        provisions contained in Sections 3.7 through 3.12, inclusive, and the
        right of set-off contained in Section 11.2, and (iv) the Borrower shall
        continue to deal solely and directly with such Lender in connection
        with such Lender's rights and obligations under this Credit Agreement,
        and such Lender shall retain the sole right to enforce the obligations
        of the Borrower relating to its Revolving Loans and its Revolving Notes
        and to approve any amendment, modification, or waiver of any provision
        of this Credit Agreement (other than amendments, modifications, or
        waivers decreasing the amount of principal of or the rate at which
        interest is payable on such Revolving Loans or Revolving Notes,
        extending any scheduled principal payment date or date fixed for the
        payment of interest on such Revolving Loans or Revolving Notes, or
        extending its Commitment).

               (f) Notwithstanding any other provision set forth in this Credit
        Agreement, any Lender may at any time assign and pledge all or any
        portion of its Revolving Loans and its Revolving Notes to any Federal
        Reserve Bank as collateral security pursuant to Regulation A and any
        Operating Circular issued by such Federal Reserve Bank. No such
        assignment shall release the assigning Lender from its obligations
        hereunder.

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

        11.4   NO WAIVER; REMEDIES CUMULATIVE.

        No failure or delay on the part of the Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Agent or any Lender and any of
the Credit Parties shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power




                                      74
<PAGE>   80

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

        11.5   EXPENSES; INDEMNIFICATION.

        (a) The Borrower agrees to pay on demand all costs and expenses of the
Agent in connection with the syndication, preparation, execution, delivery,
administration, modification, and amendment of this Credit Agreement, the other
Credit Documents, and the other documents to be delivered hereunder, including,
without limitation, the reasonable fees and expenses of counsel for the Agent
with respect thereto and with respect to advising the Agent as to its rights
and responsibilities under the Credit Documents. The Borrower further agrees to
pay on demand all reasonable costs and expenses of the Agent and the Lenders,
if any, in connection with the enforcement (whether through negotiations, legal
proceedings, or otherwise) of the Credit Documents and the other documents to
be delivered hereunder.

        (b) The Borrower agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their respective officers,
directors, employees, agents, and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities, costs, and
expenses (including, without limitation, reasonable attorneys' fees) that may
be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation, or proceeding or
preparation of defense in connection therewith) the Credit Documents, any of
the transactions contemplated herein or the actual or proposed use of the
proceeds of the Revolving Loans, except to the extent such claim, damage, loss,
liability, cost, or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 11.5
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors,
shareholders or creditors or an Indemnified Party or any other Person or any
Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. The Borrower agrees not to
assert any claim against the Agent, any Lender, any of their Affiliates, or any
of their respective directors, officers, employees, attorneys, agents, and
advisers, on any theory of liability, for special, indirect, consequential, or
punitive damages arising out of or otherwise relating to the Credit Documents,
any of the transactions contemplated herein or the actual or proposed use of
the proceeds of the Revolving Loans.

        (c) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 11.5 shall survive the repayment of the Revolving Loans and other
obligations under the Credit Documents and the termination of the Commitments
hereunder.




                                      75
<PAGE>   81

        11.6   AMENDMENTS, WAIVERS AND CONSENTS.

        Neither this Credit Agreement nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is
in writing entered into by, or approved in writing by, the Required Lenders and
the Borrower, provided, however, that:

               (a) without the consent of each Lender affected thereby, no such
        amendment, change or waiver shall:

                   (i)    extend the final maturity of any Revolving Loan or the
               time of payment of any reimbursement obligation, or any portion
               thereof, or extend or waive the principal payment of any
               Revolving Loan, or any portion thereof,

                   (ii)   reduce the rate or extend the time of payment of
               interest (other than as a result of waiving the applicability of
               any post-default increase in interest rates) thereon or Fees or
               costs hereunder,

                   (iii)  reduce or waive the principal amount of any Revolving
               Loan (except for the waiver of a mandatory prepayment required
               by Section 3.3(b) hereof),

                   (iv)   increase the Commitment of a Lender over the amount
               thereof in effect (it being understood and agreed that a waiver
               of any Default or Event of Default or mandatory reduction in the
               Commitments shall not constitute a change in the terms of any
               Commitment of any Lender),

                   (v)    release all or substantially all of the Pledged
               Collateral,

                   (vi)   except as the result of or in connection with a
               dissolution, merger or disposition of a Subsidiary permitted
               under Section 8.4, release the Borrower or substantially all of
               the other Credit Parties from its or their obligations under the
               Credit Documents,

                   (vii)  amend, modify or waive any provision of this Section
               11.6 or Section 3.14,

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

                   (ix)   consent to the assignment or transfer by the Borrower
               or all or substantially all of the other Credit Parties of any
               of its or their rights and obligations under (or in respect of)
               the Credit Documents except as permitted thereby; or




                                      76
<PAGE>   82

                   (x) increase the Revolving Committed Amount hereunder to an
               amount in excess of $60,000,000;

               (b) without the consent of the Agent, no provision of Section 10
        may be amended.

        Notwithstanding the fact that the consent of all the Lenders is
        required in certain circumstances as set forth above, each Lender is
        entitled to vote as such Lender sees fit on any bankruptcy
        reorganization plan that affects the Revolving Loans, and each Lender
        acknowledges that the provisions of Section 1126(c) of the Bankruptcy
        Code supersedes the unanimous consent provisions set forth herein.

        11.7   COUNTERPARTS.

        This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary
in making proof of this Credit Agreement to produce or account for more than
one such counterpart for each of the parties hereto. Delivery by facsimile by
any of the parties hereto of an executed counterpart of this Credit Agreement
shall be as effective as an original executed counterpart hereof and shall be
deemed a representation that an original executed counterpart hereof will be
delivered.

        11.8   HEADINGS.

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

        11.9   SURVIVAL.

        All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Revolving Loans, the
repayment of the Revolving Loans and other obligations under the Credit
Documents and the termination of the Commitments hereunder, and all
representations and warranties made by the Credit Parties herein shall survive
delivery of the Revolving Notes and the making of the Revolving Loans
hereunder.

        11.10  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

               (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
        RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
        GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
        OF THE STATE OF NEW YORK. Any legal action or proceeding with respect
        to this Credit Agreement or any other Credit Document may be brought in
        the courts of the State of North Carolina in Mecklenburg County, or of
        the United States for the Western District




                                      77
<PAGE>   83

        of North Carolina, and, by execution and delivery of this Credit
        Agreement, each of the Credit Parties hereby irrevocably accepts for
        itself and in respect of its property, generally and unconditionally,
        the nonexclusive jurisdiction of such courts. Each of the Credit
        Parties further irrevocably consents to the service of process out of
        any of the aforementioned courts in any such action or proceeding by
        the mailing of copies thereof by registered or certified mail, postage
        prepaid, to it at the address set out for notices pursuant to Section
        11.1, such service to become effective three (3) days after such
        mailing. Nothing herein shall affect the right of the Agent or any
        Lender to serve process in any other manner permitted by law or to
        commence legal proceedings or to otherwise proceed against any Credit
        Party in any other jurisdiction.

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

               (c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE AGENT, THE
        LENDERS, THE BORROWER AND THE CREDIT PARTIES HEREBY IRREVOCABLY WAIVES
        ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
        ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER
        CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

        11.11  SEVERABILITY.

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

        11.12  ENTIRETY.

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

        11.13  BINDING EFFECT; TERMINATION.

               (a) This Credit Agreement shall become effective at such time on
        or after the Closing Date when it shall have been executed by the
        Borrower, the Guarantors and the Agent, and the Agent shall have
        received copies hereof (telefaxed or otherwise) which, when taken
        together, bear the signatures of each Lender, and thereafter this
        Credit




                                      78
<PAGE>   84

        Agreement shall be binding upon and inure to the benefit of the
        Borrower, the Guarantors, the Agent and each Lender and their
        respective successors and assigns.

               (b) The term of this Credit Agreement shall be until no
        Revolving Loans or any other amounts payable hereunder or under any of
        the other Credit Documents shall remain outstanding, all of the Credit
        Party Obligations have been irrevocably satisfied in full and all of
        the Commitments hereunder shall have expired or been terminated.

        11.14  CONFLICT.

        To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

        11.15  CONFIDENTIALITY.

        The Agent and each Lender (each, a "Lending Party") agrees to keep
confidential any information furnished or made available to it by the Borrower
pursuant to this Credit Agreement that is marked confidential; provided that
nothing herein shall prevent any Lending Party from disclosing such information
(a) to any other Lending Party or any affiliate of any Lending Party, or any
officer, director, employee, agent, or advisor of any Lending Party or
affiliate of any Lending Party, if reasonably incidental to the credit
facility, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein (so long as such Person
agrees to be bound by the provisions of this Section 11.15), (c) as required by
any law, rule or regulation, (d) upon the order of any court or administrative
agency, (e) upon the request or demand of any regulatory agency or authority,
(f) that is or becomes available to the public or that is or becomes available
to any Lending Party other than as a result of disclosure by any Lending Party
prohibited by this Credit Agreement, (g) in connection with any litigation to
which such Lending Party or any of its affiliates may be a party, (h) to the
extent necessary in connection with the exercise of any remedy under this
Credit Agreement or any other Credit Document, and (i) subject to provisions
substantially similar to those contained in this Section, to any actual or
proposed participant or assignee.


                  [remainder of page intentionally left blank]









                                      79
<PAGE>   85

               IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Credit Agreement to be duly executed and delivered as of
the date first above written.

BORROWER:                    LINCARE HOLDINGS INC.,
                             a Delaware corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO

GUARANTORS:                  LINCARE INC.,
                             a Delaware corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO

                             LINCARE PROCUREMENT INC.,
                             a Delaware corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO

                             LINCARE ASSET MANAGEMENT LP,
                             a Nevada limited partnership
                                     BY: :  LINCARE HOLDINGS INC., A
                                            DELAWARE CORPORATION, ITS GENERAL
                                            PARTNER

                                     By: /s/ Paul G. Gabos
                                     -------------------------------------------
                                     Name: Paul G. Gabos
                                     Title: CFO

                             LINCARE OF NEW YORK INC.,
                             a New York corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO




<PAGE>   86

                             LINCARE PHARMACY SERVICES INC.,
                             a Delaware corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO

                             LINCARE LICENSING INC.,
                             a Delaware corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO

                             CONVACARE SERVICES INC.,
                             an Indiana corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO

                             LINCARE TRAVEL INC.,
                             a Delaware corporation

                             By: /s/ Paul G. Gabos
                             -------------------------------------------
                             Name: Paul G. Gabos
                             Title: CFO




                                       2
<PAGE>   87

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

                             By: /s/ Forest Scott Singhoff
                             ------------------------------------------
                             Name: Forest Scott Singhoff
                             Title: Managing Director










                                       3
<PAGE>   88

                             BANKATLANTIC, as a Lender

                             By: /s/ Ana C. Bolduc
                             ------------------------------------------
                             Name: Ana C. Bolduc
                             Title: SVP










                                       4
<PAGE>   89

                             BANK LEUMI LE - ISRAEL B.M.,
                             MIAMI AGENCY, as a lender

                             By: /s/ Joseph F. Realini
                             ------------------------------------------
                             Name: Joseph F. Realini
                             Title: Vice President










                                       5
<PAGE>   90

                             COMERICA BANK , as a Lender
                             By: /s/ Bradley A. Terryn
                             ------------------------------------------
                             Name: Bradley A. Terryn
                             Title: First Vice President










                                       7
<PAGE>   91

                             BANKERS TRUST COMPANY, as a Lender

                             By: /s/ Mary Kay Coyle
                             ------------------------------------------
                             Name: Mary Kay Coyle
                             Title: Managing Director










                                       7
<PAGE>   92

                             FLEET NATIONAL BANK, as a Lender

                             By: /s/ Carol Paige
                             ------------------------------------------
                             Name: Carol Paige
                             Title: SVP










                                       8
<PAGE>   93

                             THE FUJI BANK, LIMITED, as a Lender

                             By: /s/ Raymond Ventura
                             ------------------------------------------
                             Name: Raymond Ventura
                             Title: Vice President & Manager










                                       9
<PAGE>   94

                             THE INDUSTRIAL BANK OF JAPAN
                             LIMITED, as a Lender

                             By: /s/ Minami Miura
                             ------------------------------------------
                             Name: Minami Miura
                             Title: Vice President










                                      10
<PAGE>   95

                             MICHIGAN NATIONAL BANK, as a Lender

                             By: /s/ Naran Shaya
                             ------------------------------------------
                             Name: Naran Shaya
                             Title: Commercial Relationship Manager










                                      11
<PAGE>   96

                             SCOTIABANC INC., as a Lender

                             By: /s/ Dana Maloney
                             ------------------------------------------
                             Name: Dana Maloney
                             Title: Relationship Manager










                                      12
<PAGE>   97

                             CREDIT LYONNAIS NEW YORK BRANCH,
                             as a Lender

                             By: /s/ Martin D. Golden
                             ------------------------------------------
                             Name: Martin D. Golden
                             Title: Vice President










                                      13