<PAGE>   1

                                                               [EXECUTION COPY]








                          THREE-YEAR 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




<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                 <C>

SECTION 1  DEFINITIONS........................................................1
         1.1 Definitions......................................................1
         1.2 Computation of Time Periods.....................................25
         1.3 Accounting Terms................................................25
SECTION 2  CREDIT FACILITIES.................................................25
         2.1 Revolving Loans.................................................25
         2.2 Letter of Credit Subfacility....................................27
SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES....................32
         3.1 Default Rate....................................................32
         3.2 Extension and Conversion........................................32
         3.3 Prepayments.....................................................33
         3.4 Termination and Reduction of Revolving Committed Amount;
             Increase of Committed Amount....................................34
         3.5 Fees............................................................36
         3.6 Capital Adequacy................................................37
         3.7 Limitation on Eurodollar Loans..................................37
         3.8 Illegality......................................................37
         3.9 Requirements of Law.............................................38
         3.10 Treatment of Affected Revolving Loans..........................39
         3.11 Taxes..........................................................39
         3.12 Compensation...................................................41
         3.13 Pro Rata Treatment.............................................42
         3.14 Sharing of Payments............................................43
         3.15 Payments, Computations, Etc....................................43
         3.16 Evidence of Debt...............................................45
         3.17 Replacement of Affected Lenders................................46
SECTION 4  GUARANTY..........................................................47
         4.1 The Guaranty....................................................47
         4.2 Obligations Unconditional.......................................47
         4.3 Reinstatement...................................................48
         4.4 Certain Additional Waivers......................................49
         4.5 Remedies........................................................49
         4.6 Rights of Contribution..........................................49
         4.7 Continuing Guarantee............................................50
SECTION 5  CONDITIONS........................................................50
         5.1 Closing Conditions..............................................50
         5.2 Conditions to all Extensions of Credit..........................53
SECTION 6  REPRESENTATIONS AND WARRANTIES....................................53
         6.1 Financial Condition.............................................54
         6.2 No Material Change..............................................54
         6.3 Organization and Good Standing..................................54
</TABLE>


<PAGE>   3

<TABLE>
<S>      <C>                                                                 <C>
         6.4 Power; Authorization; Enforceable Obligations...................54
         6.5 No Conflicts....................................................55
         6.6 No Default......................................................55
         6.7 Ownership.......................................................55
         6.8 Indebtedness....................................................55
         6.9 Litigation......................................................56
         6.10 Taxes..........................................................56
         6.11 Compliance with Law............................................56
         6.12 ERISA..........................................................56
         6.13 Subsidiaries...................................................57
         6.14 Governmental Regulations, Etc..................................58
         6.15 Purpose of Revolving Loans and Letters of Credit...............58
         6.16 Environmental Matters..........................................58
         6.17 Intellectual Property..........................................59
         6.18 Solvency.......................................................60
         6.19 Investments....................................................60
         6.20 Disclosure.....................................................60
         6.21 No Unusual Restrictions........................................60
         6.22 Year 2000 Compliance...........................................60
         6.23 Reimbursement from Third Party Payors..........................60
         6.24 Fraud and Abuse................................................61
         6.25 Licensing and Accreditation....................................61
SECTION 7  AFFIRMATIVE COVENANTS.............................................62
         7.1 Information Covenants...........................................62
         7.2 Preservation of Existence and Franchises........................64
         7.3 Books and Records...............................................64
         7.4 Compliance with Law.............................................65
         7.5 Payment of Taxes and Other Indebtedness.........................65
         7.6 Insurance.......................................................65
         7.7 Maintenance of Property.........................................65
         7.8 Performance of Obligations......................................65
         7.9 Use of Proceeds.................................................66
         7.10 Audits/Inspections.............................................66
         7.11 Financial Covenants............................................66
         7.12 Additional Credit Parties......................................66
         7.13 Pledged Assets.................................................67
         7.14 Year 2000 Compliance...........................................67
         7.15 Further Assurances.............................................67
SECTION 8  NEGATIVE COVENANTS................................................67
         8.1 Indebtedness....................................................67
         8.2 Liens...........................................................68
         8.3 Nature of Business..............................................68
         8.4 Consolidation, Merger, Dissolution, etc.........................69
         8.5 Asset Dispositions..............................................69
         8.6 Investments.....................................................69
</TABLE>


<PAGE>   4

<TABLE>
<S>      <C>                                                                 <C>

         8.7 Restricted Payments.............................................70
         8.8 Prepayments of Indebtedness, etc................................70
         8.9 Transactions with Affiliates....................................70
         8.10 Fiscal Year; Organizational Documents..........................70
         8.11 Limitation on Restricted Actions...............................71
         8.12 Ownership of Subsidiaries; Limitations on Borrower.............71
         8.13 Sale Leasebacks................................................71
         8.14 No Further Negative Pledges....................................71
         8.15 No Foreign Subsidiaries........................................72
SECTION 9  EVENTS OF DEFAULT.................................................72
         9.1 Events of Default...............................................72
         9.2 Acceleration; Remedies..........................................74
SECTION 10  AGENCY PROVISIONS................................................75
         10.1 Appointment, Powers and Immunities.............................75
         10.2 Reliance by Agent..............................................76
         10.3 Defaults.......................................................76
         10.4 Rights as a Lender.............................................77
         10.5 Indemnification................................................77
         10.6 Non-Reliance on Agent and Other Lenders........................77
         10.7 Successor Agent................................................78
SECTION 11  MISCELLANEOUS....................................................78
         11.1 Notices........................................................78
         11.2 Right of Set-Off; Adjustments..................................79
         11.3 Benefit of Agreement...........................................80
         11.4 No Waiver; Remedies Cumulative.................................82
         11.5 Expenses; Indemnification......................................82
         11.6 Amendments, Waivers and Consents...............................83
         11.7 Counterparts...................................................84
         11.8 Headings.......................................................84
         11.9 Survival.......................................................84
         11.10 Governing Law; Submission to Jurisdiction; Venue..............85
         11.11 Severability..................................................85
         11.12 Entirety......................................................86
         11.13 Binding Effect; Termination...................................86
         11.14 Conflict......................................................86
         11.15 Confidentiality...............................................86

</TABLE>

<PAGE>   5

                                   SCHEDULES

Schedule 1.1(a)            Investments
Schedule 1.1(b)            Liens
Schedule 1.1(c)            Existing Letters of Credit
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 THREE-YEAR 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 $200,000,000 three-year revolving
credit facility as set forth in this Credit Agreement and a $50,000,000 364-day
revolving credit facility as set forth in the 364-Day Credit Agreement (as
defined below), each for the purposes set forth herein and therein; and

         WHEREAS, the Lenders have agreed to make the requested $200,000,000
three-year 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 (i) to make Loans in accordance with the


<PAGE>   7

         provisions of Section 2.1(a) and (ii) to purchase Participation
         Interests in Letters of Credit in accordance with the provisions of
         Section 2.2(c).

                  "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(d).

                  "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) and the applicable rate of the Letter of Credit Fee for any day
         for purposes of Section 3.5(c)(i), the appropriate applicable
         percentage corresponding to the Leverage Ratio in effect as of the
         most recent Calculation Date as set forth below:


                                       2
<PAGE>   8

                             APPLICABLE PERCENTAGES

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------
                                     FOR REVOLVING LOANS
                                 -----------------------------        FOR              FOR
   PRICING     LEVERAGE RATIO    EURODOLLAR    BASE RATE LOANS     LETTER OF          UNUSED
    LEVEL                           LOANS                          CREDIT FEE          FEE
   -------     --------------    ----------    ---------------     ---------          ------
<S>            <C>               <C>           <C>                 <C>                <C>

      I         < 1.0 to 1.0       1.125%           0.125%           1.125%           0.30%*
                -
--------------------------------------------------------------------------------------------
                < 1.5 to 1.0
      II        -
                     but           1.375%           0.375%           1.375%           0.35%*
                > 1.0 to 1.0
--------------------------------------------------------------------------------------------
                < 2.0 to 1.0
     III        -
                     but           1.625%           0.625%           1.625%           0.40%*
                > 1.5 to 1.0
--------------------------------------------------------------------------------------------
      IV        > 2.0 to 1.0       2.00 %           1.00 %           2.00 %           0.50%*
--------------------------------------------------------------------------------------------
</TABLE>

                  *If on any day following 90 days from the Closing Date, the
                  aggregate outstanding principal amount of all Revolving Loans
                  plus LOC Obligations hereunder together with any "Revolving
                  Loans" outstanding under the 364-Day Credit Agreement, (as
                  such term is 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
                  364-Day 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 and
         Letters of Credit as well as any new Revolving Loans and Letters of
         Credit made or issued.


                                       3
<PAGE>   9

                  "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 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


                                       4
<PAGE>   10

         required by law to close, except that, when used in connection with a
         Eurodollar Loan, 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).


                                       5
<PAGE>   11

                  "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 (i) 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, (a) to make Revolving Loans in accordance
         with the provisions of Section 2.1(a) and (b) to purchase
         Participation Interests in Letters of Credit in accordance with the
         provisions of Section 2.2(c) and (ii) with respect to the Issuing
         Lender, the LOC Commitment.

                  "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


                                       6
<PAGE>   12

         Capital Leases and the implied interest component under Synthetic
         Leases), as 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


                                       7
<PAGE>   13

         due on Capital Leases during the applicable period ending on such
         date); it being 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 the 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, the LOC Documents, each Joinder
         Agreement, the Agent's Fee Letter, the Pledge Agreement, the 364-Day
         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 (including
         the Issuing Lender) 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 364-Day 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).

                  "Existing Letters of Credit" means the letters of credit
         described by date of issuance, letter of credit number, undrawn
         amount, name of beneficiary and date of expiry on Schedule 1.1(c).

                  "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.


                                      11
<PAGE>   17

                  "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 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


                                      12
<PAGE>   18

         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 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


                                      13
<PAGE>   19

         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 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.

                  "Issuing Lender" means Bank of America.

                  "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.


                                      14
<PAGE>   20

                  "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 364-Day Credit
         Agreement.

                  "Letter of Credit" means (i) a Letter of Credit issued by the
         Issuing Lender for the account of the Borrower in accordance with the
         terms of Section 2.2 and (ii) any Existing Letter of Credit, as such
         Letter of Credit or Existing Letter of Credit may be amended,
         modified, extended, renewed or replaced.

                  "Letter of Credit Fee" shall have the meaning assigned to
         such term in Section 3.5(c)(i).

                  "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.

                  "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.

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

                  "LOC Committed Amount" shall have the meaning assigned to
         such term in Section 2.2.

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

                  "LOC Obligations" means, at any time, the sum of (i) the
         maximum amount which is, or at any time thereafter may become,
         available to be drawn under Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred


                                      15
<PAGE>   21

         to in such Letters of Credit plus (ii) the aggregate amount of all
         drawings under Letters of Credit honored by the Issuing Lender but not
         theretofore reimbursed by the Borrower.

                  "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 August 23, 2002.

                  "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
         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


                                      16
<PAGE>   22

         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).

                  "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.


                                      17
<PAGE>   23

                  "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 Letters of Credit or LOC Obligations as provided in
         Section 2.2 or 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 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.


                                      18
<PAGE>   24

                  "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 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;


                                      19
<PAGE>   25

                  (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); and

                  (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 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.


                                      20
<PAGE>   26

                  "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).

                  "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).


                                      21
<PAGE>   27

                  "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 (including
         the Participation Interests of the Issuing Lender in any Letters of
         Credit), 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 TWO HUNDRED MILLION
         DOLLARS ($200,000,000), as such amount may be reduced or increased
         from time to time as provided in Section 3.4.

                  "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



                                      22
<PAGE>   28

         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 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.


                                      23
<PAGE>   29

                  "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.

                  "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 (i) the
         outstanding aggregate principal amount of all Revolving Loans plus
         (ii) the outstanding aggregate principal amount of all LOC
         Obligations.

                  "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.

                  "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.

                  "364-Day Credit Agreement" means that 364-Day 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.


                                      24
<PAGE>   30

                  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 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


                                      25
<PAGE>   31

         Lender's share of outstanding Revolving Loans and LOC Obligations
         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 and LOC
         Obligations 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).

                           (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



                                      26
<PAGE>   32

                  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).

                  2.2      LETTER OF CREDIT SUBFACILITY.

                  (a)      Issuance. Subject to the terms and conditions hereof
         and of the LOC Documents, if any, and any other terms and conditions
         which the Issuing Lender may reasonably require and in reliance upon
         the representations and warranties set forth herein, the Issuing
         Lender agrees to issue, and each Lender severally agrees to
         participate in the issuance by the Issuing Lender of, standby Letters
         of Credit in Dollars from time to time from the Closing Date until the
         Maturity Date as the Borrower may request, in a form acceptable to the
         Issuing Lender; provided, however, that (i) the LOC Obligations
         outstanding shall not at any time exceed TWENTY MILLION DOLLARS
         ($20,000,000) (the "LOC Committed Amount"); (ii) with regard to each
         Lender individually, such Lender's share of outstanding Revolving
         Loans and LOC Obligations shall not exceed such Lender's Commitment
         Percentage of the Revolving Committed Amount; and (iii) with regard to
         the Lenders collectively, the aggregate principal amount of
         outstanding Revolving Loans and LOC Obligations shall not exceed the
         Revolving Committed Amount. No Letter of Credit shall (x) have an
         original expiry date more than one year from the date of issuance or
         (y) as originally issued or as extended, have an expiry date extending
         beyond the date five (5) Business Days prior to the Maturity Date.
         Each Letter


                                      27
<PAGE>   33

         of Credit shall comply with the related LOC Documents. The issuance
         and expiry dates of each Letter of Credit shall be a Business Day.

                  (b)      Notice and Reports. The request for the issuance of
         a Letter of Credit shall be submitted by the Borrower to the Issuing
         Lender at least three (3) Business Days prior to the requested date of
         issuance. The Issuing Lender will, at least quarterly and more
         frequently upon request, deliver to each of the Lenders, with a copy
         to the Borrower, a detailed report specifying the Letters of Credit
         which are then issued and outstanding and any activity with respect
         thereto which may have occurred since the date of the prior report,
         and including therein, among other things, the beneficiary, the face
         amount and the expiry date, as well as any payment or expirations
         which may have occurred.

                  (c)      Participation. Each Lender, upon issuance of a
         Letter of Credit (or, in the case of each Existing Letter of Credit,
         on the Closing Date), shall be deemed to have purchased without
         recourse a Participation Interest from the Issuing Lender in such
         Letter of Credit and the obligations arising thereunder and any
         collateral relating thereto, in each case in an amount equal to its
         pro rata share of the obligations under such Letter of Credit (based
         on the respective Commitment Percentages of the Lenders) and shall
         absolutely, unconditionally and irrevocably assume and be obligated to
         pay to the Issuing Lender and discharge when due, its pro rata share
         of the obligations arising under such Letter of Credit. Without
         limiting the scope and nature of each Lender's Participation Interest
         in any Letter of Credit, to the extent that the Issuing Lender has not
         been reimbursed as required hereunder or under any such Letter of
         Credit, each such Lender shall pay to the Issuing Lender its pro rata
         share of such unreimbursed drawing in same day funds on the day of
         notification by the Issuing Lender of an unreimbursed drawing pursuant
         to the provisions of subsection (d) below. The obligation of each
         Lender to so reimburse the Issuing Lender shall be absolute and
         unconditional and shall not be affected by the occurrence of a
         Default, an Event of Default or any other occurrence or event. Any
         such reimbursement shall not relieve or otherwise impair the
         obligation of the Borrower to reimburse the Issuing Lender under any
         Letter of Credit, together with interest as hereinafter provided.

                  (d)      Reimbursement. In the event of any drawing under any
         Letter of Credit, the Issuing Lender will promptly notify the
         Borrower. Unless the Borrower shall immediately notify the Issuing
         Lender that the Borrower intends to otherwise reimburse the Issuing
         Lender for such drawing, the Borrower shall be deemed to have
         requested that the Lenders make a Revolving Loan in the amount of the
         drawing as provided in subsection (e) below on the related Letter of
         Credit, the proceeds of which will be used to satisfy the related
         reimbursement obligations. The Borrower promises to reimburse the
         Issuing Lender on the day of drawing under any Letter of Credit
         (either with the proceeds of a Revolving Loan obtained hereunder or
         otherwise) in same day funds. If the Borrower shall fail to reimburse
         the Issuing Lender as provided hereinabove, the unreimbursed amount of
         such drawing shall bear interest at a per annum rate equal to the
         Adjusted Base Rate plus 2%. The Borrower's reimbursement obligations
         hereunder shall be absolute and unconditional under all circumstances
         irrespective of any rights of setoff,



                                      28
<PAGE>   34

         counterclaim or defense to payment the Borrower may claim or have
         against the Issuing Lender, the Agent, the Lenders, the beneficiary of
         the Letter of Credit drawn upon or any other Person, including without
         limitation any defense based on any failure of the Borrower or any
         other Credit Party to receive consideration or the legality, validity,
         regularity or unenforceability of the Letter of Credit. The Issuing
         Lender will promptly notify the other Lenders of the amount of any
         unreimbursed drawing and each Lender shall promptly pay to the Agent
         for the account of the Issuing Lender in Dollars and in immediately
         available funds, the amount of such Lender's pro rata share of such
         unreimbursed drawing. Such payment shall be made on the day such
         notice is received by such Lender from the Issuing Lender if such
         notice is received at or before 2:00 P.M. (Charlotte, North Carolina
         time) otherwise such payment shall be made at or before 12:00 Noon
         (Charlotte, North Carolina time) on the Business Day next succeeding
         the day such notice is received. If such Lender does not pay such
         amount to the Issuing Lender in full upon such request, such Lender
         shall, on demand, pay to the Agent for the account of the Issuing
         Lender interest on the unpaid amount during the period from the date
         of such drawing until such Lender pays such amount to the Issuing
         Lender in full at a rate per annum equal to, if paid within two (2)
         Business Days of the date that such Lender is required to make
         payments of such amount pursuant to the preceding sentence, the
         Federal Funds Rate and thereafter at a rate equal to the Base Rate.
         Each Lender's obligation to make such payment to the Issuing Lender,
         and the right of the Issuing Lender to receive the same, shall be
         absolute and unconditional, shall not be affected by any circumstance
         whatsoever and without regard to the termination of this Credit
         Agreement or the Commitments hereunder, the existence of a Default or
         Event of Default or the acceleration of the obligations of the
         Borrower hereunder and shall be made without any offset, abatement,
         withholding or reduction whatsoever. Simultaneously with the making of
         each such payment by a Lender to the Issuing Lender, such Lender
         shall, automatically and without any further action on the part of the
         Issuing Lender or such Lender, acquire a Participation Interest in an
         amount equal to such payment (excluding the portion of such payment
         constituting interest owing to the Issuing Lender) in the related
         unreimbursed drawing portion of the LOC Obligation and in the interest
         thereon and in the related LOC Documents, and shall have a claim
         against the Borrower with respect thereto.

                  (e)      Repayment with Revolving Loans. On any day on which
         the Borrower shall have requested, or been deemed to have requested, a
         Revolving Loan advance to reimburse a drawing under a Letter of
         Credit, the Agent shall give notice to the Lenders that a Revolving
         Loan has been requested or deemed requested by the Borrower to be made
         in connection with a drawing under a Letter of Credit, in which case a
         Revolving Loan advance comprised of Base Rate Loans (or Eurodollar
         Loans to the extent the Borrower has complied with the procedures of
         Section 2.1(b)(i) with respect thereto) shall be immediately made to
         the Borrower by all Lenders (notwithstanding any termination of the
         Commitments pursuant to Section 9.2) pro rata based on the respective
         Commitment Percentages of the Lenders (determined before giving effect
         to any termination of the Commitments pursuant to Section 9.2) and the
         proceeds thereof shall be paid directly to the Issuing Lender for
         application to the respective LOC Obligations. Each such Lender hereby
         irrevocably agrees to make its pro rata share of each such



                                      29
<PAGE>   35

         Revolving Loan immediately upon any such request or deemed request in
         the amount, in the manner and on the date specified in the preceding
         sentence notwithstanding (i) the amount of such borrowing may not
         comply with the minimum amount for advances of Revolving Loans
         otherwise required hereunder, (ii) whether any conditions specified in
         Section 5.2 are then satisfied, (iii) whether a Default or an Event of
         Default then exists, (iv) failure for any such request or deemed
         request for Revolving Loan to be made by the time otherwise required
         hereunder, (v) whether the date of such borrowing is a date on which
         Revolving Loans are otherwise permitted to be made hereunder or (vi)
         any termination of the Commitments relating thereto immediately prior
         to or contemporaneously with such borrowing. In the event that any
         Revolving Loan cannot for any reason be made on the date otherwise
         required above (including, without limitation, as a result of the
         commencement of a proceeding under the Bankruptcy Code with respect to
         the Borrower or any Credit Party), then each such Lender hereby agrees
         that it shall forthwith purchase (as of the date such borrowing would
         otherwise have occurred, but adjusted for any payments received from
         the Borrower on or after such date and prior to such purchase) from
         the Issuing Lender such Participation Interests in the outstanding LOC
         Obligations as shall be necessary to cause each such Lender to share
         in such LOC Obligations ratably (based upon the respective Commitment
         Percentages of the Lenders (determined before giving effect to any
         termination of the Commitments pursuant to Section 9.2)), provided
         that at the time any purchase of Participation Interests pursuant to
         this sentence is actually made, the purchasing Lender shall be
         required to pay to the Issuing Lender, to the extent not paid to the
         Issuing Lender by the Borrower in accordance with the terms of
         subsection (d) above, interest on the principal amount of
         Participation Interests purchased for each day from and including the
         day upon which such borrowing would otherwise have occurred to but
         excluding the date of payment for such Participation Interests, at the
         rate equal to, if paid within two (2) Business Days of the date of the
         Revolving Loan advance, the Federal Funds Rate, and thereafter at a
         rate equal to the Base Rate.

                  (f)      Renewal, Extension. The renewal or extension of any
         Letter of Credit shall, for purposes hereof, be treated in all
         respects the same as the issuance of a new Letter of Credit hereunder.

                  (g)      Uniform Customs and Practices. The Issuing Lender
         may have the Letters of Credit be subject to The Uniform Customs and
         Practice for Documentary Credits, as published as of the date of issue
         by the International Chamber of Commerce (the "UCP"), in which case
         the UCP may be incorporated therein and deemed in all respects to be a
         part thereof.

                  (h)      Indemnification; Nature of Issuing Lender's Duties.

                           (i)   In addition to its other obligations under
                  this Section 2.2, the Borrower hereby agrees to pay, and
                  protect, indemnify and save each Lender harmless from and
                  against, any and all claims, demands, liabilities, damages,
                  losses, costs, charges and expenses (including reasonable
                  attorneys' fees) that such Lender may incur or be subject to
                  as a consequence, direct or indirect, of (A) the


                                      30
<PAGE>   36

                  issuance of any Letter of Credit or (B) the failure of the
                  Issuing Lender to honor a drawing under a Letter of Credit as
                  a result of any act or omission, whether rightful or
                  wrongful, of any present or future de jure or de facto
                  government or Governmental Authority (all such acts or
                  omissions, herein called "Government Acts").

                           (ii)  As between the Borrower and the Lenders
                  (including the Issuing Lender), the Borrower shall assume all
                  risks of the acts, omissions or misuse of any Letter of
                  Credit by the beneficiary thereof. No Lender (including the
                  Issuing Lender) shall be responsible: (A) for the form,
                  validity, sufficiency, accuracy, genuineness or legal effect
                  of any document submitted by any party in connection with the
                  application for and issuance of any Letter of Credit, even if
                  it should in fact prove to be in any or all respects invalid,
                  insufficient, inaccurate, fraudulent or forged; (B) for the
                  validity or sufficiency of any instrument transferring or
                  assigning or purporting to transfer or assign any Letter of
                  Credit or the rights or benefits thereunder or proceeds
                  thereof, in whole or in part, that may prove to be invalid or
                  ineffective for any reason; (C) for errors, omissions,
                  interruptions or delays in transmission or delivery of any
                  messages, by mail, cable, telegraph, telex or otherwise,
                  whether or not they be in cipher; (D) for any loss or delay
                  in the transmission or otherwise of any document required in
                  order to make a drawing under a Letter of Credit or of the
                  proceeds thereof; and (E) for any consequences arising from
                  causes beyond the control of such Lender, including, without
                  limitation, any Government Acts. None of the above shall
                  affect, impair, or prevent the vesting of the Issuing
                  Lender's rights or powers hereunder.

                           (iii) In furtherance and extension and not in
                  limitation of the specific provisions hereinabove set forth,
                  any action taken or omitted by any Lender (including the
                  Issuing Lender), under or in connection with any Letter of
                  Credit or the related certificates, if taken or omitted in
                  good faith, shall not put such Lender under any resulting
                  liability to the Borrower or any other Credit Party. It is
                  the intention of the parties that this Credit Agreement shall
                  be construed and applied to protect and indemnify each Lender
                  (including the Issuing Lender) against any and all risks
                  involved in the issuance of the Letters of Credit, all of
                  which risks are hereby assumed by the Borrower (on behalf of
                  itself and each of the other Credit Parties), including,
                  without limitation, any and all Government Acts. No Lender
                  (including the Issuing Lender) shall, in any way, be liable
                  for any failure by such Lender or anyone else to pay any
                  drawing under any Letter of Credit as a result of any
                  Government Acts or any other cause beyond the control of such
                  Lender.

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


                                      31
<PAGE>   37

                           (v)   Notwithstanding anything to the contrary
                  contained in this subsection (h), the Borrower shall have no
                  obligation to indemnify any Lender (including the Issuing
                  Lender) in respect of any liability incurred by such Lender
                  (A) arising solely out of the gross negligence or willful
                  misconduct of such Lender, as determined by a court of
                  competent jurisdiction, or (B) caused by such Lender's
                  failure to pay under any Letter of Credit after presentation
                  to it of a request strictly complying with the terms and
                  conditions of such Letter of Credit, as determined by a court
                  of competent jurisdiction, unless such payment is prohibited
                  by any law, regulation, court order or decree.

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

                  (j)      Conflict with LOC Documents. In the event of any
         conflict between this Credit Agreement and any LOC Document (including
         any letter of credit application), this Credit Agreement shall control
         as among the parties hereto.


                                   SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

                  3.1      DEFAULT RATE.

         Upon the occurrence, and during the continuance, of an Event of
Default, (i) 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%) and (ii) the Letter of Credit Fee
shall accrue at a per annum rate 2% greater than the rate which would otherwise
be applicable.

                  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


                                      32
<PAGE>   38

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.

                  (b)      Revolving Committed Amount. If at any time, the sum
         of the aggregate principal amount of outstanding Revolving Loans plus
         LOC Obligations outstanding shall exceed the Revolving Committed
         Amount, the Borrower immediately shall prepay


                                      33
<PAGE>   39

         the Revolving Loans and (after all Revolving Loans have been repaid)
         cash collateralize the LOC Obligations, 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 and LOC Obligations 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
                  and the LOC Commitment of the Issuing Lender 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
         364-Day 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:

                           (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;


                                      34
<PAGE>   40

                           (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 364-Day 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
                  364-Day Credit Agreement, provided, however, in no case shall
                  the Revolving Committed Amount hereunder exceed $240,000,000;

                           (v)   the aggregate amount of such increase
                  hereunder and under the 364-Day 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 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.


                                      35
<PAGE>   41

                  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)      Letter of Credit Fees.

                           (i)   Letter of Credit Issuance Fee. In
                  consideration of the issuance of Letters of Credit hereunder,
                  the Borrower promises to pay to the Agent for the account of
                  each Lender a fee (the "Letter of Credit Fee") on such
                  Lender's Commitment Percentage of the average daily maximum
                  amount available to be drawn under each such Letter of Credit
                  computed at a per annum rate for each day from the date of
                  issuance to the date of expiration equal to the Applicable
                  Percentage. The Letter of Credit Fee will be payable
                  quarterly in arrears on the last Business Day of each March,
                  June, September and December for the immediately preceding
                  quarter (or a portion thereof).

                           (ii)  Issuing Lender Fees. In addition to the Letter
                  of Credit Fee payable pursuant to clause (i) above the
                  Borrower promises to pay to the Issuing Lender for its own
                  account without sharing by the other Lenders (A) a letter of
                  credit fronting fee, computed at a per annum rate for each
                  day from the date of issuance to the date of expiration of
                  each Letter of Credit of one-eighth of one percent (1/8%) on
                  the maximum amount available to be drawn under each Letter of
                  Credit on such day, which fee shall be payable quarterly in
                  arrears on the last Business Day of each March, June,
                  September and December for the immediately preceding quarter
                  (or a portion thereof) and (B) other customary charges from
                  time to time of the Issuing Lender with respect to the
                  issuance, amendment, transfer, administration, cancellation
                  and conversion of, and drawings under, such Letters of
                  Credit.


                                      36
<PAGE>   42

                  (d)      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.

                  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


                                      37
<PAGE>   43

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);

                  (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.


                                      38
<PAGE>   44

         (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:

                  (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,



                                      39
<PAGE>   45

         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 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.


                                      40
<PAGE>   46

                  (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.

                  (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, LOC Obligations 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.


                                      41
<PAGE>   47

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, LOC Obligations 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 or reimbursement
         obligations arising from drawings under Letters of Credit, each
         payment of interest on the Revolving Loans or reimbursement
         obligations arising from drawings under Letters of Credit, each
         payment of Unused Fees, each payment of the Letter of Credit Fee, 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.


                                      42
<PAGE>   48

                  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, LOC Obligations or any
other obligation owing to such Lender under this Credit Agreement through the
exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a
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, LOC Obligations and other obligations in such amounts, and make such
other adjustments from time to time, as shall be equitable to the end that all
Lenders share such payment in accordance with their respective ratable shares
as provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by 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 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, LOC Obligations 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



                                      43
<PAGE>   49

         the Agent the Revolving Loans, LOC Obligations, 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.

                  (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 (including the payment or cash
         collateralization of the outstanding LOC Obligations);


                                      44
<PAGE>   50

                  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; (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 and LOC Obligations held by
         such Lender bears to the aggregate then outstanding Revolving Loans
         and LOC Obligations) of amounts available to be applied pursuant to
         clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the
         extent that any amounts available for distribution pursuant to clause
         "FIFTH" above are attributable to the issued but undrawn amount of
         outstanding Letters of Credit, such amounts shall be held by the Agent
         in a cash collateral account and applied (A) first, to reimburse the
         Issuing Lender from time to time for any drawings under such Letters
         of Credit and (B) then, following the expiration of all Letters of
         Credit, to all other obligations of the types described in clauses
         "FIFTH" and "SIXTH" above in the manner provided in this Section
         3.15(b).

                  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.

                  (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


                                      45
<PAGE>   51

         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, and participation in Letters of Credit by, the Replaced
Lender hereunder and of the Commitments and outstanding Loans of under the
364-Day 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, (1)
the Lender that acts as the Issuing Lender may not be replaced hereunder at any
time that it has Letters of Credit outstanding hereunder unless arrangements
satisfactory to the Issuing Lender (including the furnishing of a back-up
standby letter of credit in form and substance, and issued by an issuer
satisfactory to such Issuing Lender or the depositing of cash collateral into a
cash collateral account maintained with the Agent in amounts and pursuant to
arrangements satisfactory to such Issuing Lender) have been made with respect
to such outstanding Letters of Credit and (2) the Lender that acts as the Agent
may not be replaced hereunder except in accordance with the terms of Section
10.7. The 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.


                                      46
<PAGE>   52

                                   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
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.



                                      47
<PAGE>   53

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 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



                                      48
<PAGE>   54
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 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


                                      49
<PAGE>   55

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.


                                   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 or the Issuing Lender to issue the initial
Letter of Credit, whichever shall occur first, shall be subject to satisfaction
of the following conditions (in form and substance acceptable to the Lenders):


                                      50
<PAGE>   56

                  (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.

                  (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.


                                      51
<PAGE>   57

                  (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)      364-Day Credit Agreement. Receipt by the Agent of a
         copy of the 364-Day Credit Agreement as originally executed and
         delivered, together with all exhibits and schedules.

                  (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.


                                      52
<PAGE>   58

                  5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligations of each Lender to make, convert or extend any
Revolving Loan and of the Issuing Lender to issue any Letter of Credit
(including the initial Revolving Loans and the initial Letter of Credit) 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 (i) in the case of
         any Revolving Loan an appropriate Notice of Borrowing or Notice of
         Extension/Conversion or (ii) in the case of any Letter of Credit, the
         Issuing Lender shall have received an appropriate request for issuance
         in accordance with the provisions of Section 2.2(b);

                  (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) or
         to the issuance of such Letter of Credit, as the case may be, (i) the
         aggregate principal amount of outstanding Revolving Loans and LOC
         Obligations shall not exceed the Revolving Committed Amount, and (ii)
         the LOC Obligations shall not exceed the LOC Committed Amount.

The delivery of each Notice of Borrowing, and each request for a Letter of
Credit pursuant to Section 2.2(b) 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:


                                      53
<PAGE>   59

                  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


                                      54
<PAGE>   60

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.


                                      55
<PAGE>   61

                  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


                                      56
<PAGE>   62

         (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


                                      57
<PAGE>   63

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
         part of the Letters of Credit or 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 AND LETTERS OF CREDIT.

         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. The Letters of Credit shall be used only for or
in connection with appeal bonds, reimbursement obligations arising in
connection with surety and reclamation bonds, reinsurance, domestic or
international trade transactions, and obligations not otherwise aforementioned
relating to transactions entered into by the applicable account party in the
ordinary course of business.

                  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


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<PAGE>   64

         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 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




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<PAGE>   65

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.

                  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



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<PAGE>   66

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, 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 payors,
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


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<PAGE>   67

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 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


                                      62
<PAGE>   68

         and have been prepared in accordance with GAAP, subject to changes
         resulting from audit and normal year-end audit adjustments.

                  (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


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<PAGE>   69

         Agent written notice thereof stating the nature and status of such
         litigation, dispute, proceeding, investigation, levy, execution or
         other process.

                  (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).


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<PAGE>   70

                  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 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.


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<PAGE>   71

                  7.9      USE OF PROCEEDS.

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

                  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


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<PAGE>   72

(ii) execute a pledge agreement in substantially the form of the Pledge
Agreement and otherwise in a form acceptable to the Agent.

                  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;


                                      67
<PAGE>   73

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

                  (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>   74

                  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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<PAGE>   75

                  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>   76

                  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>   77

                  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 of any
                  reimbursement obligations arising from drawings under Letters
                  of Credit, 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 on any reimbursement
                  obligations arising from drawings under Letters of Credit, 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


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<PAGE>   78

                  shall continue unremedied for a period of at least 30 days
                  after the earlier of a 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 364-Day 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



                                      73
<PAGE>   79

                  without regard to whether any notice or lapse of time is
                  required), any such Indebtedness to become due prior to its
                  stated maturity; or (B) any such Indebtedness shall be
                  declared due and payable, or required to be prepaid other
                  than by 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.


                                      74
<PAGE>   80

                  (b)      Acceleration. Declare the unpaid principal of and
         any accrued interest in respect of all Revolving Loans, any
         reimbursement obligations arising from drawings under Letters of
         Credit and any and all other indebtedness or obligations of any and
         every kind owing by 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)      Cash Collateral. Direct the Borrower to pay (and the
         Borrower agrees that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 9.1(f), it will
         immediately pay) to the Agent additional cash, to be held by the
         Agent, for the benefit of the Lenders, in a cash collateral account as
         additional security for the LOC Obligations in respect of subsequent
         drawings under all then outstanding Letters of Credit in an amount
         equal to the maximum aggregate amount which may be drawn under all
         Letters of Credits then outstanding.

                  (d)      Enforcement of Rights. 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 reimbursement obligations arising from drawings
under Letters of Credit, 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


                                      75
<PAGE>   81

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 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 in good faith 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.


                                      76
<PAGE>   82

                  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, 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, LOC Obligations 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


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<PAGE>   83

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 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


                                      78
<PAGE>   84

         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

         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



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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.

                  (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 364-Day 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



                                      80
<PAGE>   86

         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 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


                                      81
<PAGE>   87

         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 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


                                      82
<PAGE>   88

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, LOC Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

                  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, arising from drawings under Letters
                  of Credit, 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) or of any
                  reimbursement obligation, or any portion thereof, arising
                  from drawings under Letters of Credit,

                           (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,


                                      83
<PAGE>   89

                           (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;

                           (x)    increase the Revolving Committed Amount
                  hereunder to an amount in excess of $240,000,000;

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

                  (c)      without the consent of the Issuing Lender,
         no provision of Section 2.2 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


                                      84
<PAGE>   90

of the Revolving Loans, the issuance of the Letters of Credit, the repayment of
the Revolving Loans, LOC Obligations 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 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



                                      85
<PAGE>   91

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 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, LOC Obligations or any other amounts payable
         hereunder or under any of the other Credit Documents shall remain
         outstanding, no Letters of Credit shall be 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



                                      86
<PAGE>   92

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]


                                      87
<PAGE>   93

         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>   94

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

<PAGE>   95


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

<PAGE>   96

                                    BANKATLANTIC, as a Lender

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

<PAGE>   97

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


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

<PAGE>   98

                                    COMERICA BANK , as a Lender

                                    By: /s/ Bradley A. Terryn
                                       ----------------------------------------
                                    Name:   Bradley A. Terryn
                                         --------------------------------------
                                    Title:  First Vice President
                                          -------------------------------------

<PAGE>   99

                                    BANKERS TRUST COMPANY, as a Lender

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

<PAGE>   100

                                    FLEET NATIONAL BANK, as a Lender

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

<PAGE>   101

                                    THE FUJI BANK, LIMITED, as a Lender

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

<PAGE>   102

                                            THE INDUSTRIAL BANK OF JAPAN
                                            LIMITED, as a Lender

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

<PAGE>   103

                                    MICHIGAN NATIONAL BANK, as a Lender

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

<PAGE>   104



                                    SCOTIABANC INC., as a Lender

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

<PAGE>   105

                                    CREDIT LYONNAIS NEW YORK BRANCH,
                                    as a Lender

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