<PAGE>
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                              CREDIT AGREEMENT
                                    among
                           ALLIANCE IMAGING, INC.,
                        VARIOUS LENDING INSTITUTIONS,
                    SALOMON BROTHERS HOLDING COMPANY INC,
                            AS SYNDICATION AGENT,

                                     and

                           BANKERS TRUST COMPANY,
                           AS ADMINISTRATIVE AGENT

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

                        Dated as of December 18, 1997
                                     and
                  Amended and Restated as of March 12, 1998
                                     and
                Amended and Restated as of September 24, 1998

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


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<PAGE>

                             TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>             <C>                                                                             <C>
SECTION 1.      Amount and Terms of Credit.....................................................   1
     1.01       Commitments....................................................................   1
     1.02       Minimum Borrowing Amounts, etc.................................................   7
     1.03       Notice of Borrowing............................................................   7
     1.04       Disbursement of Funds..........................................................   8
     1.05       Notes..........................................................................   9
     1.06       Conversions....................................................................  11

     1.08       Interest.......................................................................  12
     1.09       Interest Periods...............................................................  13
     1.10       Increased Costs; Illegality; etc...............................................  15
     1.11       Compensation...................................................................  17
     1.12       Change of Lending Office.......................................................  18
     1.13       Replacement of Banks...........................................................  18

SECTION 2.      Letters of Credit..............................................................  20
     2.01       Letters of Credit..............................................................  20
     2.02       Letter of Credit Requests......................................................  22
     2.03       Letter of Credit Participations................................................  23
     2.04       Agreement to Repay Letter of Credit Drawings...................................  25
     2.05       Increased Costs................................................................  26

SECTION 3.      Fees; Commitments..............................................................  27
     3.01       Fees...........................................................................  27
     3.02       Voluntary Termination or Reduction of Total Unutilized Commitment..............  29
     3.03       Mandatory Reduction of Commitments.............................................  30

SECTION 4.      Payments.......................................................................  31
     4.01       Voluntary Prepayments..........................................................  31
     4.02       Mandatory Repayments and Commitment Reductions.................................  33
     4.03       Method and Place of Payment....................................................  42
     4.04       Net Payments...................................................................  43

SECTION 5A.     Conditions Precedent to Second Restatement Effective Date......................  45
     5A.01      Execution of Agreement; Notes..................................................  46
     5A.02      Officer's Certificate..........................................................  46
     5A.03      Opinions of Counsel............................................................  46
</TABLE>


                                     (1)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>             <C>                                                                             <C>
     5A.04      Corporate Documents; Proceedings...............................................  46
     5A.05      Adverse Change, etc............................................................  47
     5A.06      Litigation.....................................................................  47
     5A.07      Approvals......................................................................  48
     5A.08      Revolver Refinancing...........................................................  48
     5A.09      Security Documents; etc........................................................  48
     5A.10      Subsidiaries Guaranty..........................................................  49
     5A.11      Employee Benefit Plans; Shareholders' Agreements; Management Agreements;
                   Employment Agreements; Collective Bargaining Agreements; Existing
                   Indebtedness Agreements; Material Contracts; Tax Allocation Agreements......  49
     5A.12      Consent Letter.................................................................  52
     5A.13      Solvency Certificate...........................................................  52
     5A.14      New Pro Forma Balance Sheet; Projections.......................................  52
     5A.15      Payment of Fees................................................................  53
     5A.16      First Amended and Restated Credit Agreement; etc...............................  53

SECTION 5B.     Conditions Precedent to ASHS Acquisition Date..................................  53
     5B.01      Officer's Certificate..........................................................  53
     5B.02      Opinions of Counsel............................................................  53
     5B.03      Corporate Documents; Proceedings...............................................  54
     5B.04      Adverse Change, etc............................................................  54
     5B.05      Litigation.....................................................................  55
     5B.06      Approvals......................................................................  55
     5B.07      Consummation of ASHS Acquisition...............................................  55
     5B.08      ASHS Acquired Subsidiaries Refinancing.........................................  56
     5B.09      Security Documents.............................................................  57
     5B.10      Subsidiaries Guaranty..........................................................  58
     5B.11      Employee Benefit Plans; Shareholders' Agreements; Management Agreements;
                   Employment Agreements; Collective Bargaining Agreements; Existing
                   Indebtedness Agreements; Material Contracts; Tax Allocation Agreements......  58
     5B.12      Consent Letter.................................................................  58
     5B.13      Insurance Certificates.........................................................  58
     5B.14      Schedules......................................................................  59
     5B.15      Solvency Certificate...........................................................  59
     5B.16      ASHS Acquisition Pro Forma Balance Sheet.......................................  59

SECTION 6.      Conditions Precedent to All Credit Events......................................  59
     6.01       No Default; Representations and Warranties.....................................  60
     6.02       Notice of Borrowing; Letter of Credit Request..................................  60
</TABLE>


                                     (2)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>             <C>                                                                             <C>
     6.03       Compliance With Senior Subordinated Notes Indenture............................  60

SECTION 7.      Representations and Warranties.................................................  61
     7.01       Company Status.................................................................  61
     7.02       Company Power and Authority....................................................  61
     7.03       No Violation...................................................................  62
     7.04       Litigation.....................................................................  62
     7.05       Use of Proceeds; Margin Regulations............................................  62
     7.06       Governmental Approvals.........................................................  63
     7.07       Investment Company Act.........................................................  63
     7.08       Public Utility Holding Company Act.............................................  63
     7.09       True and Complete Disclosure...................................................  64
     7.10       Financial Condition; Financial Statements......................................  64
     7.11       Security Interests.............................................................  66
     7.12       Compliance with ERISA..........................................................  67
     7.13       Capitalization.................................................................  67
     7.14       Subsidiaries...................................................................  68
     7.15       Intellectual Property, etc.....................................................  68
     7.16       Compliance with Statutes, etc..................................................  69
     7.17       Environmental Matters..........................................................  69
     7.18       Properties.....................................................................  70
     7.19       Labor Relations................................................................  70
     7.20       Tax Returns and Payments.......................................................  70
     7.21       Existing Indebtedness..........................................................  71
     7.22       Insurance......................................................................  71
     7.23       Representations and Warranties in Other Documents..............................  71
     7.24       Original Transaction, MTI Transaction and Transaction..........................  71
     7.25       Subordination..................................................................  72
     7.26       Updated Security Agreement and Pledge Agreement Schedules......................  72
     7.27       Year 2000 Compliance...........................................................  72

SECTION 8.      Affirmative Covenants..........................................................  73
     8.01       Information Covenants..........................................................  73
     8.02       Books, Records and Inspections.................................................  77
     8.03       Insurance......................................................................  78
     8.04       Payment of Taxes...............................................................  78
     8.05       Corporate Franchises...........................................................  79
     8.06       Compliance with Statutes; etc..................................................  79
     8.07       Compliance with Environmental Laws.............................................  79
     8.08       ERISA..........................................................................  80
     8.09       Good Repair....................................................................  81
</TABLE>


                                     (3)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>             <C>                                                                             <C>
     8.10       End of Fiscal Years; Fiscal Quarters...........................................  82
     8.11       Additional Security; Further Assurances........................................  82
     8.12       Foreign Subsidiaries Security..................................................  83
     8.13       Use of Proceeds................................................................  84
     8.14       Permitted Acquisitions.........................................................  84
     8.15       Maintenance of Company Separateness............................................  85
     8.16       Performance of Obligations.....................................................  86
     8.17       Year 2000 Compliance...........................................................  86

SECTION 9.      Negative Covenants.............................................................  86
     9.01       Changes in Business............................................................  86
     9.02       Consolidation; Merger; Sale or Purchase of Assets; etc.........................  86
     9.03       Liens..........................................................................  90
     9.04       Indebtedness...................................................................  93
     9.05       Advances; Investments; Loans...................................................  95
     9.06       Dividends; etc.................................................................  97
     9.07       Transactions with Affiliates...................................................  98
     9.08       Consolidated Fixed Charge Coverage Ratio.......................................  99
     9.09       Minimum Consolidated EBITDA.................................................... 100
     9.10       Consolidated Interest Coverage Ratio........................................... 101
     9.11       Adjusted Total Leverage Ratio.................................................. 102
     9.12       Limitation on Voluntary Payments and Modifications of Indebtedness;
                   Modifications of Certificate of Incorporation, By-Laws and Certain
                   Other Agreements; Issuances of Capital Stock; etc........................... 103
     9.13       Limitation on Issuance of Capital Stock........................................ 104
     9.14       Limitation on Certain Restrictions on Subsidiaries............................. 105
     9.15       Limitation on the Creation of Subsidiaries and Joint Ventures.................. 106

SECTION 10.     Events of Default.............................................................. 107
     10.01      Payments....................................................................... 107
     10.02      Representations, etc........................................................... 107
     10.03      Covenants...................................................................... 107
     10.04      Default Under Other Agreements................................................. 108
     10.05      Bankruptcy, etc................................................................ 108
     10.06      ERISA.......................................................................... 109
     10.07      Security Documents............................................................. 109
     10.08      Subsidiaries Guaranty.......................................................... 110
     10.09      Judgments...................................................................... 110
     10.10      Ownership...................................................................... 110
</TABLE>


                                     (4)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                Page
<S>             <C>                                                                             <C>
SECTION 11.     Definitions.................................................................... 111

SECTION 12.     The Agents..................................................................... 155
     12.01      Appointment.................................................................... 155
     12.02      Delegation of Duties........................................................... 156
     12.03      Exculpatory Provisions......................................................... 156
     12.04      Reliance by Agents............................................................. 157
     12.05      Notice of Default.............................................................. 157
     12.06      Nonreliance on Agents and Other Banks.......................................... 158
     12.07      Indemnification................................................................ 158
     12.08      Agents in their Individual Capacities.......................................... 159
     12.09      Holders........................................................................ 159
     12.10      Resignation of the Agents...................................................... 159

SECTION 13.     Miscellaneous.................................................................. 160
     13.01      Payment of Expenses, etc....................................................... 160
     13.02      Right of Setoff................................................................ 161
     13.03      Notices........................................................................ 161
     13.04      Benefit of Agreement........................................................... 162
     13.05      No Waiver; Remedies Cumulative................................................. 164
     13.06      Payments Pro Rata.............................................................. 164
     13.07      Calculations; Computations..................................................... 165
     13.08      Governing Law; Submission to Jurisdiction; Venue............................... 166
     13.09      Counterparts................................................................... 166
     13.10      Effectiveness.................................................................. 167
     13.11      Headings Descriptive........................................................... 167
     13.12      Amendment or Waiver; etc....................................................... 167
     13.13      Survival....................................................................... 169
     13.14      Domicile of Loans and Commitments.............................................. 169
     13.15      Confidentiality................................................................ 169
     13.16      Waiver of Jury Trial........................................................... 170
     13.17      Register....................................................................... 170
     13.18      Limitation on Additional Amounts, etc.......................................... 170
     13.19      Post-Closing Actions........................................................... 171
     13.20      Additions of New Banks......................................................... 172
</TABLE>

<TABLE>
<S>                <C>
SCHEDULE I         List of Banks and Commitments
SCHEDULE II        Bank Addresses
SCHEDULE III       Real Properties
SCHEDULE IV        Scheduled Existing Indebtedness
</TABLE>


                                     (5)
<PAGE>

<TABLE>
<S>                <C>
SCHEDULE V         Pension Plans
SCHEDULE VI        Existing Investments
SCHEDULE VII       Subsidiaries
SCHEDULE VIII      Insurance
SCHEDULE IX        Existing Liens
SCHEDULE X         Capitalization
SCHEDULE XI        Existing Letters of Credit
SCHEDULE XII       Healthcare Units
SCHEDULE XIII      Litigation
</TABLE>

<TABLE>
<S>           <C>
EXHIBIT     - Form of Notice of Borrowing
EXHIBIT B-1 - Form of Tranche A Term Note
EXHIBIT B-2 - Form of Tranche B Term Note
EXHIBIT B-3 - Form of Tranche C Term Note
EXHIBIT B-4 - Form of Revolving Note
EXHIBIT B-5 - Form of Swingline Note
EXHIBIT C   - Form of Letter of Credit Request
EXHIBIT D   - Form of Section 4.04(b)(ii) Certificate
EXHIBIT E-1 - Form of Opinion of O'Sullivan Graev & Karabell, LLP, special counsel to the Credit Parties
EXHIBIT E-2 - Form of Russell Phillips, Esq., General Counsel of the Borrower
EXHIBIT F-1 - Form of Officers' Certificate (for Second Restatement Effective Date)
EXHIBIT F-2 - Form of Officers' Certificate (for ASHS Acquisition Date)
EXHIBIT G   - Form of Pledge Agreement
EXHIBIT H   - Form of Security Agreement
EXHIBIT I   - Form of Subsidiaries Guaranty
EXHIBIT J   - Form of Consent Letter
EXHIBIT K-1 - Form of Solvency Certificate (for Second Restaement Effective Date)
EXHIBIT K-2 - Form of Solvency Certificate (for ASHS Acquisition Date)
EXHIBIT L   - Form of Assignment and Assumption Agreement
EXHIBIT M   - Form of Intercompany Note
EXHIBIT N   - Form of Shareholder Subordinated Note
</TABLE>


                                     (6)

<PAGE>

                  CREDIT AGREEMENT, dated as of December 18, 1997 and amended
and restated as of March 12, 1998 and amended and restated as of September 24,
1998, among ALLIANCE IMAGING, INC., a Delaware corporation (the "Borrower"), the
lenders from time to time party hereto (each, a "Bank" and, collectively, the
"Banks"), SALOMON BROTHERS HOLDING COMPANY INC., as Syndication Agent (in such
capacity, the "Syndication Agent"), and BANKERS TRUST COMPANY, as Administrative
Agent (in such capacity, the "Administrative Agent", and together with the
Syndication Agent, each an "Agent", and collectively, the "Agents"). Unless
otherwise defined herein, all capitalized terms used herein and defined in
Section 11 are used herein as so defined.

                            W I T N E S S E T H :

                  WHEREAS, the Borrower, the Existing Banks and Bankers Trust
Company, as Agent, are parties to a Credit Agreement, dated as of December 18,
1997 and amended and restated as of March 12, 1998 (as so amended and restated
and as the same has been further amended, modified or supplemented to, but not
including, the Second Restatement Effective Date, the "First Amended and
Restated Credit Agreement"); and

                  WHEREAS, the parties hereto wish to amend and restate the
First Amended and Restated Credit Agreement in the form of this Agreement to,
INTER ALIA, permit the Revolver Refinancing, the ASHS Acquisition, the ASHS
Acquired Subsidiaries Refinancing and the financing therefor on the terms and
subject to the conditions provided herein and make available to the Borrower the
respective credit facilities provided for herein;

                  NOW, THEREFORE, the parties hereto agree that the First
Amended and Restated Credit Agreement shall be and hereby is amended and
restated in its entirety as follows:

                  SECTION 1. AMOUNT AND TERMS OF CREDIT.

                  1.01 COMMITMENTS. (a) Subject to and upon the terms and
conditions set forth herein, each Existing Tranche A Term Loan Bank severally
agrees to continue, on the Second Restatement Effective Date, the Existing
Tranche A Term Loans made by such Existing Tranche A Term Loan Bank to the
Borrower pursuant to the Original Credit Agreement and the First Amended and
Restated Credit Agreement and outstanding on the Second Restatement Effective
Date (immediately prior to giving effect thereto) (such Existing Tranche A Term
Loans continued as provided above, the "Tranche A Term Loans"), which Tranche A
Term Loans:

                    (i)    shall be denominated in U.S. Dollars;

<PAGE>

                   (ii)    except as hereafter provided, shall, at the option of
         the Borrower, be continued and maintained as, and/or converted into,
         Base Rate Loans or Eurodollar Loans, PROVIDED that except as otherwise
         specifically provided in Section 1.10(b), all Tranche A Term Loans made
         as part of the same Borrowing shall at all times consist of Tranche A
         Term Loans of the same Type; and

                  (iii)    shall not exceed for any Existing Tranche A Term Loan
         Bank, in initial principal amount, that amount which equals the
         aggregate outstanding principal amount of the Existing Tranche A Term
         Loans, if any, made by such Existing Tranche A Term Loan Bank and
         outstanding on the Second Restatement Effective Date (immediately prior
         to giving effect thereto) as set forth on Schedule I hereto.

Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed.

                  (b) Subject to and upon the terms and conditions herein set
forth, each RL Bank severally agrees, at any time and from time to time on and
after the Original Effective Date and prior to the Revolving Loan Maturity Date,
to make a revolving loan or revolving loans (each, a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans:

                    (i)    shall be denominated in U.S. Dollars;

                   (ii)    shall, at the option of the Borrower, be incurred and
         maintained as, and/or converted into, Base Rate Loans or Eurodollar
         Loans, PROVIDED that except as otherwise specifically provided in
         Section 1.10(b), all Revolving Loans made as part of the same Borrowing
         shall at all times be of the same Type;

                  (iii)    may be repaid and reborrowed in accordance with the 
         provisions hereof;

                   (iv)    shall not exceed for any Bank at any time outstanding
         that aggregate principal amount which, when added to the product of (x)
         such Bank's Adjusted RL Percentage and (y) the sum of (I) the amount of
         all Letter of Credit Outstandings (exclusive of Unpaid Drawings which
         are repaid with the proceeds of, and simultaneously with the incurrence
         of, the respective incurrence of Revolving Loans) at such time and (II)
         the aggregate principal amount of all Swingline Loans (exclusive of
         Swingline Loans which are repaid with the proceeds of, and
         simultaneously with the incurrence of, the respective incurrence of
         Revolving Loans) then outstanding, equals the Revolving Loan Commitment
         of such Bank at such time; and


                                     -2-

<PAGE>

                    (v)    shall not exceed for all Banks at any time 
         outstanding that aggregate principal amount which, when added to (x) 
         the amount of all Letter of Credit Outstandings (exclusive of Unpaid 
         Drawings which are repaid with the proceeds of, and simultaneously 
         with the incurrence of, the respective incurrence of Revolving 
         Loans) at such time and (y) the aggregate principal amount of all 
         Swingline Loans (exclusive of Swingline Loans which are repaid with 
         the proceeds of, and simultaneously with the incurrence of, the 
         respective incurrence of Revolving Loans) then outstanding, exceeds 
         an amount equal to the Total Revolving Loan Commitment then in 
         effect.

On and immediately after the occurrence of the Second Restatement Effective
Date, the Revolving Loan Commitment of each RL Bank shall be the amount set
forth opposite such RL Bank's name in Schedule I hereto directly below the
column entitled "Revolving Loan Commitment" (as same may be (x) reduced from
time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted
from time to time as a result of assignments to or from such RL Bank pursuant to
Section 1.13 or 13.04(b)), such that the Total Revolving Loan Commitment (as of
the Second Restatement Effective Date) shall represent an increase of $5,000,000
over the Total Revolving Loan Commitment as in effect immediately before the
occurrence of the Second Restatement Effective Date. In connection with such
increase, the Borrower shall repay in full all Revolving Loans outstanding
immediately prior to the Second Restatement Effective Date (although Revolving
Loans may be incurred hereunder on the Second Restatement Effective Date in
accordance with the provisions hereof, so that the RL Banks participate in each
Borrowing of outstanding Revolving Loans PRO RATA on the basis of their
Revolving Loan Commitments (as in effect on the Second Restatement Effective
Date) as provided herein), it being understood and agreed that the Borrower
shall pay all breakage or similar costs of the type described in Section 1.11
incurred by the RL Banks in connection with any repayment or reborrowing of
Revolving Loans.

                  (c) Subject to and upon the terms and conditions herein set
forth, BTCo in its individual capacity agrees to make at any time and from time
to time on and after the Second Restatement Effective Date and prior to the
Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan"
and, collectively, the "Swingline Loans"), which Swingline Loans:

                    (i)    shall be denominated in U.S. Dollars;

                   (ii)    shall be made and maintained as Base Rate Loans;

                  (iii)    may be repaid and reborrowed in accordance with the
         provisions hereof;

                   (iv)    shall not exceed in aggregate principal amount at any
         time outstanding, 


                                     -3-

<PAGE>

         when combined with the aggregate principal amount of (x) all 
         Revolving Loans made by Non-Defaulting Banks then outstanding and 
         (y) the Letter of Credit Outstandings at such time, an amount equal 
         to the Adjusted Total Revolving Loan Commitment at such time (after 
         giving effect to any changes thereto on such date); and

                    (v)    shall not exceed in aggregate principal amount at any
         time outstanding the Maximum Swingline Amount.

BTCo shall not be obligated to make any Swingline Loans at a time when a Bank
Default exists unless BTCo has entered into arrangements satisfactory to it and
the Borrower to eliminate BTCo's risk with respect to the Defaulting Bank's or
Banks' participation in such Swingline Loans, including by cash collateralizing
such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline
Loans. BTCo will not make a Swingline Loan after it has received written notice
from the Borrower or the Required Banks stating that a Default or an Event of
Default exists until such time as BTCo shall have received a written notice of
(i) rescission of such notice from the party or parties originally delivering
the same or (ii) a waiver of such Default or Event of Default from the Required
Banks.

                  (d) On any Business Day, BTCo may, in its sole discretion,
give notice to the RL Banks that its outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Loans (PROVIDED that each such notice shall be
deemed to have been automatically given upon the occurrence of a Default or an
Event of Default under Section 10.05 or upon the exercise of any of the remedies
provided in the last paragraph of Section 10), in which case a Borrowing of
Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by all RL
Banks PRO RATA based on each RL Bank's Adjusted RL Percentage, and the proceeds
thereof shall be applied directly to repay BTCo for such outstanding Swingline
Loans. Each RL Bank hereby irrevocably agrees to make Base Rate Loans upon one
Business Day's notice pursuant to each Mandatory Borrowing in the amount and in
the manner specified in the preceding sentence and on the date specified in
writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing
may not comply with the Minimum Borrowing Amount otherwise required hereunder,
(ii) whether any conditions specified in Section 5 or 6 are then satisfied,
(iii) whether a Default or an Event of Default has occurred and is continuing,
(iv) the date of such Mandatory Borrowing and (v) the amount of the Total
Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at
such time. In the event that any Mandatory Borrowing cannot for any reason be
made on the date otherwise required above (including, without limitation, as a
result of the commencement of a proceeding under the Bankruptcy Code in respect
of the Borrower), each RL Bank (other than BTCo) hereby agrees that it shall
forthwith purchase from BTCo (without recourse or warranty) such assignment of
the outstanding Swingline Loans as shall be necessary to cause the RL Banks to
share in such Swingline Loans ratably based upon their respective Adjusted 


                                     -4-

<PAGE>

RL Percentages (determined before giving effect to any termination of the 
Revolving Loan Commitments pursuant to the last paragraph of Section 10), 
PROVIDED that (x) all interest payable on the Swingline Loans shall be for 
the account of BTCo until the date the respective assignment is purchased 
and, to the extent attributable to the purchased assignment, shall be payable 
to the RL Bank purchasing same from and after such date of purchase and (y) 
at the time any purchase of assignments pursuant to this sentence is actually 
made, the purchasing RL Bank shall be required to pay BTCo interest on the 
principal amount of assignment purchased for each day from and including the 
day upon which the Mandatory Borrowing would otherwise have occurred to but 
excluding the date of payment for such assignment, at the rate otherwise 
applicable to Revolving Loans maintained as Base Rate Loans hereunder for 
each day thereafter.

                  (e) Subject to and upon the terms and conditions set forth
herein, each Existing Tranche B Term Loan Bank severally agrees to continue, on
the Second Restatement Effective Date, the Existing Tranche B Term Loans made by
such Existing Tranche B Term Loan Bank to the Borrower pursuant to the First
Amended and Restated Credit Agreement and outstanding on the Second Restatement
Effective Date (immediately prior to giving effect thereto) (such Existing
Tranche B Term Loans continued as provided above, the "Tranche B Term Loans"),
which Tranche B Term Loans:

                    (i)    shall be denominated in U.S. Dollars;

                   (ii)    except as hereafter provided, shall, at the option of
         the Borrower, be continued and maintained as, and/or converted into,
         Base Rate Loans or Eurodollar Loans, PROVIDED that except as otherwise
         specifically provided in Section 1.10(b), all Tranche B Term Loans made
         as part of the same Borrowing shall at all times consist of Tranche B
         Term Loans of the same Type; and

                  (iii)    shall not exceed for any Existing Tranche B Term Loan
         Bank, in initial principal amount, that amount which equals the
         aggregate outstanding principal amount of the Existing Tranche B Term
         Loans, if any, made by such Existing Tranche B Term Loan Bank and
         outstanding on the Second Restatement Effective Date (immediately prior
         to giving effect thereto) as set forth on Schedule I hereto.

Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

                  (f) Subject to and upon the terms and conditions set forth
herein, each Bank with a Tranche C Term Loan Commitment severally agrees to make
a term loan or term loans (each, a "Tranche C Term Loan" and, collectively, the
"Tranche C Term Loans") to the Borrower, which Tranche C Term Loans:


                                     -5-

<PAGE>

                    (i)    shall be incurred pursuant to one or more drawings, 
         with (x) the first such drawing to be made on the Second Restatement
         Effective Date for the purposes described in Section 7.05(a)(i), (y)
         the last such drawing to be made on the ASHS Acquisition Date for the
         purposes described in Section 7.05(a)(ii) and (z) any other such
         drawing to be made after the Second Restatement Effective Date and
         prior to the ASHS Acquisition Date for the purposes described in
         Section 7.05(a)(iii);

                   (ii)    shall be denominated in U.S. Dollars;

                  (iii)    except as hereafter provided, shall, at the option of
         the Borrower, be incurred and maintained as, and/or converted into,
         Base Rate Loans or Eurodollar Loans, PROVIDED that (x) except as
         otherwise specifically provided in Section 1.10(b), all Tranche C Term
         Loans made as part of the same Borrowing shall at all times consist of
         Tranche C Term Loans of the same Type and (y) unless the Agents have
         determined that the Syndication Date has occurred (at which time this
         clause (y) shall no longer be applicable), no more than three
         Borrowings of Tranche C Term Loans to be maintained as Eurodollar Loans
         may be incurred prior to the 90th day after the Second Restatement
         Effective Date (or, if later, the last day of the Interest Period
         applicable to the third Borrowing of Eurodollar Loans referred to
         below), each of which Borrowings of Eurodollar Loans may only have an
         Interest Period of one month, and the first of which Borrowings may
         only be made on, or within five Business Days after, the Second
         Restatement Effective Date, the second of which Borrowings may only be
         made on the last day of the Interest Period of the first such Borrowing
         and the third of which Borrowings may only be made on the last day of
         the Interest Period of the second such Borrowing;

                   (iv)    shall not exceed for any Bank, in initial principal
         amount for the Tranche C Term Loans being made by such Bank on the
         Second Restatement Effective Date, that amount which equals the lesser
         of (x) such Bank's C TL Percentage of $55,000,000 or (y) the Tranche C
         Term Loan Commitment of such Bank as in effect on the Second
         Restatement Effective Date (before giving effect to any reduction
         thereto on such date pursuant to Section 3.03(b)(i) but after giving
         effect to any reductions thereto on or prior to such date pursuant to
         Section 3.03(b)(iii)); and

                    (v)    shall not exceed for any Bank, in initial principal 
         amount for the Tranche C Term Loans being made by such Bank on any 
         Tranche C Term Loan Borrowing Date occurring after the Second 
         Restatement Effective Date, that amount which equals the Tranche C Term
         Loan Commitment of such Bank as in effect on such Tranche C Term Loan
         Borrowing Date (before giving effect to any reduction thereto on such
         date pursuant to Section 3.03(b)(i) or (ii) but after giving effect to
         any reductions thereto on or prior to such date pursuant to Section
         3.03(b)(iii)).


                                     -6-

<PAGE>

Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed.

                  1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal
amount of each Borrowing of Loans under a respective Tranche shall not be less
than the Minimum Borrowing Amount applicable to such Tranche, PROVIDED that
Mandatory Borrowings shall be made in the amounts required by Section 1.01(d).
More than one Borrowing may be incurred on any day, PROVIDED that at no time
shall there be outstanding more than seven Borrowings of Eurodollar Loans.

                  1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to
make a Borrowing hereunder (excluding Borrowings of Swingline Loans and
Mandatory Borrowings), it shall give the Administrative Agent at its Notice
Office, prior to 12:00 Noon (New York time), at least three Business Days' prior
written notice (or telephonic notice promptly confirmed in writing) of each
Borrowing of Eurodollar Loans and at least one Business Day's prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing of
Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of
Borrowing") shall, except as otherwise expressly provided in Section 1.10, be
irrevocable, and, in the case of each written notice and each confirmation of
telephonic notice, shall be in the form of Exhibit A, appropriately completed to
specify: (i) the aggregate principal amount of the Loans to be made pursuant to
such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) whether the respective Borrowing shall consist of Tranche A Term Loans,
Tranche B Term Loans, Tranche C Term Loans or Revolving Loans, (iv) whether the
respective Borrowing shall consist of Base Rate Loans or, to the extent
permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the Interest
Period to be initially applicable thereto and (v) in the case of a Borrowing of
Revolving Loans the proceeds of which are to be utilized to finance, in whole or
in part, the purchase price of a Permitted Acquisition, (x) a reference to the
officer's certificate, if any, delivered in accordance with Section 8.14, (y)
the aggregate principal amount of such Revolving Loans to be utilized in
connection with such Permitted Acquisition and (z) the Total Unutilized
Revolving Loan Commitment then in effect after giving effect to the respective
Permitted Acquisition (and all payments to be made in connection therewith). The
Administrative Agent shall promptly give each Bank which is required to make
Loans of the Tranche specified in the respective Notice of Borrowing, written
notice (or telephonic notice promptly confirmed in writing) of each proposed
Borrowing, of such Bank's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

                  (b) (i) Whenever the Borrower desires to incur Swingline Loans
hereunder, it shall give BTCo not later than 12:00 Noon (New York time) on the
day such Swingline Loan is to be made, written notice (or telephonic notice
promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each
such notice shall be irrevocable and shall 


                                     -7-

<PAGE>

specify in each case (x) the date of such Borrowing (which shall be a 
Business Day) and (y) the aggregate principal amount of the Swingline Loan to 
be made pursuant to such Borrowing.

                  (ii) Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(d), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set
forth in such Section 1.01(d).

                  (c)  Without in any way limiting the obligation of the 
Borrower to confirm in writing any telephonic notice permitted to be given 
hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of 
Swingline Loans) or the Letter of Credit Issuer (in the case of the issuance 
of Letters of Credit), as the case may be, may prior to receipt of written 
confirmation act without liability upon the basis of such telephonic notice, 
believed by the Administrative Agent, BTCo or the Letter of Credit Issuer, as 
the case may be, in good faith to be from an Authorized Officer of the 
Borrower. In each such case, the Administrative Agent's, BTCo's or the 
respective Letter of Credit Issuer's, as the case may be, record of the terms 
of such telephonic notice shall be conclusive evidence of the contents of 
such notice, absent manifest error.

                  1.04 DISBURSEMENT OF FUNDS. (a) Not later than 1:00 P.M. (New
York time) on the date specified in each Notice of Borrowing (or (x) in the case
of Swingline Loans, not later than 2:00 P.M. (New York time) on the date
specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not
later than 12:00 Noon (New York time) on the date specified in Section 1.01(d)),
each Bank with a Commitment of the respective Tranche will make available its
PRO RATA share (determined in accordance with Section 1.07), if any, of each
Borrowing requested to be made on such date (or in the case of Swingline Loans,
BTCo shall make available the full amount thereof) in the manner provided below.
All amounts shall be made available to the Administrative Agent in U.S. Dollars
and in immediately available funds at the Payment Office and the Administrative
Agent promptly will make available to the Borrower by depositing to its account
at the Payment Office the aggregate of the amounts so made available in the type
of funds received. Unless the Administrative Agent shall have been notified by
any Bank prior to the date of Borrowing that such Bank does not intend to make
available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Bank has
made such amount available to the Administrative Agent on such date of
Borrowing, and the Administrative Agent, in reliance upon such assumption, may
(in its sole discretion and without any obligation to do so) make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Bank and the Administrative
Agent has made available same to the Borrower, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Bank. If such
Bank does not pay such corresponding amount forthwith upon the Administrative
Agent's demand therefor, the Administrative Agent shall 


                                     -8-

<PAGE>

promptly notify the Borrower, and the Borrower shall immediately pay such
corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover on demand from such Bank or the Borrower,
as the case may be, interest on such corresponding amount in respect of each
day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to (x) if
paid by such Bank, the overnight Federal Funds Rate or (y) if paid by the
Borrower, the then applicable rate of interest, calculated in accordance with
Section 1.08.

                  (b) Nothing in this Agreement shall be deemed to relieve
any Bank from its obligation to fulfill its commitments hereunder or to
prejudice any rights which the Borrower may have against any Bank as a result
of any default by such Bank hereunder.

                  1.05 NOTES. (a) The Borrower's obligation to pay the
principal of, and interest on, all the Loans made to it by each Bank shall be
evidenced (i) if Tranche A Term Loans, by a promissory note substantially in
the form of Exhibit B-1 with blanks appropriately completed in conformity
herewith (each, a "Tranche A Term Note" and, collectively, the "Tranche A
Term Notes"), (ii) if Tranche B Term Loans, by a promissory note
substantially in the form of Exhibit B-2 with blanks appropriately completed
in conformity herewith (each, a "Tranche B Term Note" and, collectively, the
"Tranche B Term Notes"), (iii) if Tranche C Term Loans, by a promissory note
substantially in the form of Exhibit B-3 with blanks appropriately completed
in conformity herewith (each, a "Tranche C Term Note" and, collectively, the
"Tranche C Term Notes"), (iv) if Revolving Loans, by a promissory note
substantially in the form of Exhibit B-4 with blanks appropriately completed
in conformity herewith (each, a "Revolving Note" and, collectively, the
"Revolving Notes") and (v) if Swingline Loans, by a promissory note
substantially in the form of Exhibit B-5 with blanks appropriately completed
in conformity herewith (the "Swingline Note").

                  (b) The Tranche A Term Note issued to each Bank with
outstanding Tranche A Term Loans shall (i) be executed by the Borrower, (ii)
be payable to such Bank or its registered assigns and be dated the Second
Restatement Effective Date (or, in the case of any Tranche A Term Note issued
after the Second Restatement Effective Date, the date of issuance thereof),
(iii) be in a stated principal amount equal to the principal amount of the
Tranche A Term Loans continued by such Bank on the Second Restatement
Effective Date (or, in the case of any Tranche A Term Note issued after the
Second Restatement Effective Date, in a stated principal amount equal to the
outstanding principal amount of the Tranche A Term Loan of such Bank on the
date of the issuance thereof) and be payable in the principal amount of
Tranche A Term Loans evidenced thereby from time to time, (iv) mature on the
Tranche A Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary repayment as provided in

                                      -9-
<PAGE>

Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (c) The Tranche B Term Note issued to each Bank with
outstanding Tranche B Term Loans shall (i) be executed by the Borrower, (ii)
be payable to such Bank or its registered assigns and be dated the Second
Restatement Effective Date (or, in the case of any Tranche B Term Note issued
after the Second Restatement Effective Date, the date of issuance thereof),
(iii) be in a stated principal amount equal to the principal amount of the
Tranche B Term Loans continued by such Bank on the Second Restatement
Effective Date (or, in the case of any Tranche B Term Note issued after the
Second Restatement Effective Date, in a stated principal amount equal to the
outstanding principal amount of the Tranche B Term Loan of such Bank on the
date of the issuance thereof) and be payable in the principal amount of
Tranche B Term Loans evidenced thereby from time to time, (iv) mature on the
Tranche B Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary repayment as provided in Section 4.01 and mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents.

                  (d) The Tranche C Term Note issued to each Bank with a
Tranche C Term Loan Commitment and/or outstanding Tranche C Term Loans shall
(i) be executed by the Borrower, (ii) be payable to such Bank or its
registered assigns and be dated the Second Restatement Effective Date (or, in
the case of any Tranche C Term Note issued after the Second Restatement
Effective Date, the date of issuance thereof), (iii) be in a stated principal
amount equal to the Tranche C Term Loan Commitment of such Bank on the Second
Restatement Effective Date (or, in the case of any Tranche C Term Note issued
after the Second Restatement Effective Date, in a stated principal amount
equal to the outstanding principal amount of the Tranche C Term Loan of such
Bank on the date of the issuance thereof) and be payable in the principal
amount of Tranche C Term Loans evidenced thereby from time to time, (iv)
mature on the Tranche C Term Loan Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base
Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi)
be subject to voluntary repayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits
of this Agreement and the other Credit Documents.

                  (e) The Revolving Note issued to each RL Bank shall (i) be
executed by the Borrower, (ii) be payable to such RL Bank or its registered
assigns and be dated the Second Restatement Effective Date (or, in the case of
any Revolving Note issued after the Second Restatement Effective Date, the date
of issuance thereof), (iii) be in a stated principal amount equal to the
Revolving Loan Commitment of such RL Bank and be payable in the principal amount
of the outstanding Revolving Loans evidenced thereby, (iv) mature on the
Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in

                                     -10-
<PAGE>

respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (f) The Swingline Note issued to BTCo shall (i) be executed
by the Borrower, (ii) be payable to BTCo or its registered assigns and be
dated the Second Restatement Effective Date, (iii) be in a stated principal
amount equal to the Maximum Swingline Amount and be payable in the principal
amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on
the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in
respect of the Base Rate Loans evidenced thereby, (vi) be subject to
voluntary prepayment as provided in Section 4.01 and mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents.

                  (g) Each Bank will note on its internal records the amount
of each Loan made by it and each payment in respect thereof and will prior to
any transfer of any of its Notes endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation or any error in such notation shall not affect the Borrower's
obligations in respect of such Loans.

                  1.06 CONVERSIONS. The Borrower shall have the option to 
convert on any Business Day occurring on or after the Second Restatement 
Effective Date, all or a portion at least equal to the applicable Minimum 
Borrowing Amount of the outstanding principal amount of Loans (other than 
Swingline Loans which shall at all times be maintained as Base Rate Loans) 
made pursuant to one or more Borrowings of one or more Types of Loans under a 
single Tranche into a Borrowing or Borrowings of another Type of Loan under 
such Tranche; PROVIDED that (i) except as otherwise provided in Section 
1.10(b) or unless the Borrower pays all breakage costs and other amounts 
owing to each Bank pursuant to Section 1.11 concurrently with any such 
conversion, Eurodollar Loans may be converted into Base Rate Loans only on 
the last day of an Interest Period applicable to the Loans being converted, 
and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the 
outstanding principal amount of the Eurodollar Loans made pursuant to such 
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) 
Base Rate Loans may only be converted into Eurodollar Loans if no Default or 
Event of Default is in existence on the date of the conversion, (iii) unless 
the Agents have determined that the Syndication Date has occurred (at which 
time this clause (iii) shall no longer be applicable), prior to the 90th day 
after the Second Restatement Effective Date, Tranche C Term Loans maintained 
as Base Rate Loans may not be converted into Eurodollar Loans unless any such 
conversion is effective on the first day of the first, second or third 
Interest Period referred to in clause (y) of Section 1.01(f)(iii) and so long 
as such conversion does not result in a greater number of Borrowings of 
Eurodollar Loans prior to the 90th day after the Second Restatement Effective 

                                     -11-
<PAGE>

Date as are permitted under Section 1.01(f)(iii) and (iv) Borrowings of 
Eurodollar Loans resulting from this Section 1.06 shall be limited in number 
as provided in Section 1.02. Each such conversion shall be effected by the 
Borrower by giving the Administrative Agent at its Notice Office, prior to 
11:00 A.M. (New York time), at least three Business Days' (or one Business 
Day's in the case of a conversion into Base Rate Loans) prior written notice 
(or telephonic notice promptly confirmed in writing) (each, a "Notice of 
Conversion") specifying the Loans to be so converted, the Borrowing(s) 
pursuant to which the Loans were made and, if to be converted into a 
Borrowing of Eurodollar Loans, the Interest Period to be initially applicable 
thereto. The Administrative Agent shall give each Bank prompt notice of any 
such proposed conversion affecting any of its Loans. Upon any such 
conversion, the proceeds thereof will be deemed to be applied directly on the 
day of such conversion to prepay the outstanding principal amount of the 
Loans being converted.

                  1.07 PRO RATA BORROWINGS. All Borrowings of Tranche A Term
Loans, Tranche B Term Loans, Tranche C Term Loans and Revolving Loans under
this Agreement shall be incurred by the Borrower from the Banks PRO RATA on
the basis of such Banks' Tranche A Term Loan Borrowing Amounts, Tranche B
Term Loan Borrowing Amounts, Tranche C Term Loan Commitments or Revolving
Loan Commitments, as the case may be; PROVIDED that all Borrowings of
Revolving Loans made pursuant to a Mandatory Borrowing shall be incurred from
the RL Banks PRO RATA on the basis on their Adjusted RL Percentages. It is
understood that no Bank shall be responsible for any default by any other
Bank of its obligation to make Loans hereunder and that each Bank shall be
obligated to make the Loans to be made by it hereunder, regardless of the
failure of any other Bank to fulfill its commitments hereunder.

                  1.08 INTEREST. (a) The unpaid principal amount of each Base
Rate Loan shall bear interest from the date of the Borrowing thereof until
the earlier of (i) the maturity (whether by acceleration or otherwise) of
such Base Rate Loan and (ii) the conversion of such Base Rate Loan to a
Eurodollar Loan pursuant to Section 1.06, at a rate per annum which shall at
all times be the relevant Applicable Margin PLUS the Base Rate in effect from
time to time.

                  (b) The unpaid principal amount of each Eurodollar Loan
shall bear interest from the date of the Borrowing thereof until the earlier
of (i) the maturity (whether by acceleration or otherwise) of such Eurodollar
Loan and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan
pursuant to Section 1.06, 1.09 or 1.10(b), as applicable, at a rate per annum
which shall at all times be the relevant Applicable Margin plus the
Eurodollar Rate for such Interest Period.

                  (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall bear interest at a rate per
annum equal to the greater of (x) the rate which is 2% in excess of the rate
borne by the respective such Loans immediately prior

                                     -12-
<PAGE>

to the respective payment default and (y) the rate which is 2% in excess of
the rate otherwise applicable to Base Rate Loans from time to time. Interest
which accrues under this Section 1.08(c) shall be payable on demand.

                  (d) Interest shall accrue from and including the date of
any Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on each
Quarterly Payment Date, (ii) in respect of each Eurodollar Loan, on (x) the
date of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09
or 1.10(b), as applicable (on the amount converted) and (y) the last day of
each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three month
intervals after the first day of such Interest Period and (iii) in respect of
each Loan, on (x) the date of any prepayment or repayment thereof (on the
amount prepaid or repaid), (y) at maturity (whether by acceleration or
otherwise) and (z) after such maturity, on demand.

                  (e) All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

                  (f) Upon each Interest Determination Date, the
Administrative Agent shall determine the Eurodollar Rate for the respective
Interest Period or Interest Periods and shall promptly notify the Borrower
and the Banks thereof. Each such determination shall, absent manifest error,
be final and conclusive and binding on all parties hereto.

                  1.09 INTEREST PERIODS. At the time the Borrower gives a
Notice of Borrowing or Notice of Conversion in respect of the making of, or
conversion into, a Borrowing of Eurodollar Loans (in the case of the initial
Interest Period applicable thereto) or prior to 11:00 A.M. (New York time) on
the third Business Day prior to the expiration of an Interest Period
applicable to a Borrowing of Eurodollar Loans (in the case of any subsequent
Interest Period), the Borrower shall have the right to elect by giving the
Administrative Agent written notice (or telephonic notice promptly confirmed
in writing) of the Interest Period applicable to such Borrowing, which
Interest Period shall, at the option of the Borrower (but otherwise subject
to clause (y) of the proviso to Section 1.01(f)(iii) and clause (iii) of the
proviso to Section 1.06), be a one, two, three or six month period.
Notwithstanding anything to the contrary contained above:

                    (i) all Eurodollar Loans comprising a Borrowing shall at
         all times have the same Interest Period;

                   (ii) the initial Interest Period for any Borrowing of
         Eurodollar Loans shall commence on the date of such Borrowing
         (including the date of any conversion from a Borrowing of Base Rate
         Loans) and each Interest Period occurring thereafter in respect of
         such Borrowing shall commence on the day on which the next preced-

                                     -13-
<PAGE>

         ing Interest Period applicable thereto expires;

                  (iii) if any Interest Period for any Borrowing of
         Eurodollar Loans begins on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period, such Interest Period shall end on the last Business Day of
         such calendar month;

                   (iv) if any Interest Period would otherwise expire on a
         day which is not a Business Day, such Interest Period shall expire
         on the next succeeding Business Day, PROVIDED that if any Interest
         Period for any Borrowing of Eurodollar Loans would otherwise expire
         on a day which is not a Business Day but is a day of the month after
         which no further Business Day occurs in such month, such Interest
         Period shall expire on the next preceding Business Day;

                    (v) no Interest Period for a Borrowing under a Tranche
         shall be selected which would extend beyond the respective Maturity
         Date for such Tranche;

                   (vi) no Interest Period may be elected at any time when a
         Default or an Event of Default is then in existence;

                  (vii) no Interest Period in respect of any Borrowing of
         Revolving Loans shall be elected which extends beyond any date upon
         which a Scheduled Commitment Reduction will be required to be made
         under Section 3.03(c) if the aggregate principal amount of such
         Revolving Loans which have Interest Periods which will expire after
         such date, when added to the Stated Amount of all Letters of Credit
         which by their terms expire after such date, will be in excess of
         the Total Revolving Loan Commitment as the same will be in effect
         after giving effect to the respective Scheduled Commitment
         Reduction; and

                 (viii) no Interest Period in respect of any Borrowing of
         Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans
         shall be elected which extends beyond any date upon which a
         Scheduled Repayment of such Tranche of Term Loans will be required
         to be made under Section 4.02(b) if, after giving effect to the
         election of such Interest Period, the aggregate principal amount of
         such Tranche A Term Loans, Tranche B Term Loans or Tranche C Term
         Loans, as the case may be, which have Interest Periods which will
         expire after such date will be in excess of the aggregate principal
         amount of such Tranche A Term Loans, Tranche B Term Loans or Tranche
         C Term Loans, as the case may be, then outstanding less the
         aggregate amount of such required Scheduled Repayment.

                  If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new

                                     -14-
<PAGE>


Interest Period to be applicable to the respective Borrowing of Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to
convert such Borrowing into a Borrowing of Base Rate Loans effective as of
the expiration date of such current Interest Period.

                  1.10 INCREASED COSTS; ILLEGALITY; ETC. (a) In the event
that (x) in the case of clause (i) below, the Administrative Agent or (y) in
the case of clauses (ii) and (iii) below, any Bank, shall have determined
(which determination shall, absent manifest error, be final and conclusive
and binding upon all parties hereto):

                    (i) on any Interest Determination Date, that, by reason
         of any changes arising after the Second Restatement Effective Date
         affecting the interbank Eurodollar market, adequate and fair means
         do not exist for ascertaining the applicable interest rate on the
         basis provided for in the definition of Eurodollar Rate; or

                   (ii) at any time, that such Bank shall incur increased
         costs or reductions in the amounts received or receivable hereunder
         with respect to any Eurodollar Loans because of (x) any change since
         the Second Restatement Effective Date in any applicable law,
         governmental rule, regulation, guideline, order or request (whether
         or not having the force of law), or in the interpretation or
         administration thereof and including the introduction of any new law
         or governmental rule, regulation, guideline, order or request, such
         as, for example, but not limited to, (A) a change in the basis of
         taxation of payment to any Bank of the principal of or interest on
         such Eurodollar Loans or any other amounts payable hereunder (except
         for changes with respect to any tax imposed on, or determined by
         reference to, the net income, net profits or capital (including
         branch profits tax) of such Bank or any franchise tax based on the
         net income or net profits of such Bank pursuant to the laws of the
         jurisdiction in which such Bank is organized, or in which such
         Bank's principal office or applicable lending office is located or
         any subdivision thereof or therein), or (B) a change in official
         reserve requirements, but, in all events, excluding reserves
         required under Regulation D to the extent included in the
         computation of the Eurodollar Rate and/or (y) other circumstances
         affecting such Bank, the interbank Eurodollar market or the position
         of such Bank in such market; or

                  (iii) at any time since the Second Restatement Effective Date,
         that the making or continuance of any Eurodollar Loan has become
         unlawful by compliance by such Bank with any law, governmental rule,
         regulation, guideline or order (or would conflict with any governmental
         rule, regulation, guideline, request or order not having the force of
         law but with which such Bank customarily complies even though the
         failure to comply therewith would not be unlawful), or has become
         impracticable as a result of a contingency occurring after the Second
         Restatement

                                     -15-
<PAGE>

         Effective Date which materially and adversely affects the interbank
         Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent in the
case of clause (i) above) shall promptly give notice (by telephone confirmed
in writing) to the Borrower and (except in the case of clause (i)) to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Banks). Thereafter, (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Banks that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of Conversion
given by the Borrower with respect to Eurodollar Loans which have not yet
been incurred (including by way of conversion) shall be deemed rescinded by
the Borrower, (y) in the case of clause (ii) above, the Borrower agrees,
subject to the provisions of Section 13.18 (to the extent applicable), to pay
to such Bank, upon written demand therefor, such additional amounts (in the
form of an increased rate of, or a different method of calculating, interest
or otherwise as such Bank in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts received or receivable hereunder but without duplication of any
payments due under Section 4.04 (a written notice as to the additional
amounts owed to such Bank, showing in reasonable detail the basis for the
calculation thereof, submitted to the Borrower by such Bank shall, absent
manifest error, be final and conclusive and binding upon all parties hereto,
although the failure to give any such notice shall not release or diminish
any of the Borrower's obligations to pay additional amounts pursuant to this
Section 1.10(a) upon the subsequent receipt of such notice) and (z) in the
case of clause (iii) above, the Borrower shall take one of the actions
specified in Section 1.10(b) as promptly as possible and, in any event,
within the time period required by law.

                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may
(and in the case of a Eurodollar Loan affected pursuant to Section
1.10(a)(iii), the Borrower shall) either (i) if the affected Eurodollar Loan
is then being made pursuant to a Borrowing, cancel said Borrowing by giving
the Administrative Agent telephonic notice (confirmed promptly in writing)
thereof on the same date that the Borrower was notified by a Bank pursuant to
Section 1.10(a)(ii) or (iii)), or (ii) if the affected Eurodollar Loan is
then outstanding, upon at least three Business Days' notice to the
Administrative Agent, require the affected Bank to convert each such
Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the
circumstance described in Section 1.10(a)(iii), shall occur no later than the
last day of the Interest Period then applicable to such Eurodollar Loan or
such earlier day as shall be required by applicable law); PROVIDED that if
more than one Bank is affected at any time, then all affected Banks must be
treated the same pursuant to this Section 1.10(b).

                  (c) If any Bank shall have determined that after the Second
Restatement

                                     -16-
<PAGE>

Effective Date, the adoption or effectiveness of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, 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 such Bank or any corporation
controlling such Bank 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 Bank's or such other corporation's capital or
assets as a consequence of such Bank's Commitment or Commitments hereunder or
its obligations hereunder to a level below that which such Bank or such other
corporation could have achieved but for such adoption, effectiveness, change
or compliance (taking into consideration such Bank's or such other
corporation's policies with respect to capital adequacy), then from time to
time, upon written demand by such Bank (with a copy to the Administrative
Agent), accompanied by the notice referred to in the last sentence of this
clause (c), the Borrower agrees, subject to the provisions of Section 13.18
(to the extent applicable), to pay to such Bank such additional amount or
amounts as will compensate such Bank or such other corporation for such
reduction in the rate of return to such Bank or such other corporation. Each
Bank, upon determining in good faith that any additional amounts will be
payable pursuant to this Section 1.10(c), will give prompt written notice
thereof to the Borrower (a copy of which shall be sent by such Bank to the
Administrative Agent), which notice shall set forth in reasonable detail the
basis of the calculation of such additional amounts, although the failure to
give any such notice shall not release or diminish the Borrower's obligations
to pay additional amounts pursuant to this Section 1.10(c) upon the
subsequent receipt of such notice. A Bank's reasonable good faith
determination of compensation owing under this Section 1.10(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.

                  1.11 COMPENSATION. The Borrower agrees, subject to the
provisions of Section 13.18 (to the extent applicable), to compensate each Bank,
promptly upon its written request (which request shall set forth in reasonable
detail the basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Bank to fund its Eurodollar Loans) which such Bank may sustain:
(i) if for any reason (other than a default by such Bank or any Agent) a
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion given
by the Borrower (whether or not withdrawn by the Borrower or deemed withdrawn
pursuant to Section 1.10(a)); (ii) if any repayment (including any repayment
made pursuant to Section 4.01 or 4.02 or as a result of an acceleration of the
Loans pursuant to Section 10 or as a result of the replacement of a Bank
pursuant to Section 1.13 or 13.12(b)) or conversion of any Eurodollar Loans of
the Borrower occurs on a date which is not the last day of an Interest Period
applicable thereto; (iii) if any prepayment of any Eurodollar Loans is not made
on any date specified in a notice of prepayment given by the Borrower; or (iv)
as a consequence of (x) any other default by

                                     -17-
<PAGE>

the Borrower to repay its Eurodollar Loans when required by the terms of this
Agreement or (y) an election made by the Borrower pursuant to Section
1.10(b). Each Bank's calculation of the amount of compensation owing pursuant
to this Section 1.11 shall be made in good faith. A Bank's basis for
requesting compensation pursuant to this Section 1.11 and a Bank's
calculation of the amount thereof, shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

                  1.12 CHANGE OF LENDING OFFICE. Each Bank agrees that, upon
the occurrence of any event giving rise to the operation of Section
1.10(a)(ii) or (iii), 1.10(c), 2.05 or 4.04 with respect to such Bank, it
will, if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Bank) to designate another lending
office for any Loans or Letters of Credit affected by such event; PROVIDED
that such designation is made on such terms that, in the sole judgment of
such Bank, such Bank and its lending office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding the consequences of the
event giving rise to the operation of any such Section. Nothing in this
Section 1.12 shall affect or postpone any of the obligations of the Borrower
or the right of any Bank provided in Section 1.10, 2.05 or 4.04.

                  1.13 REPLACEMENT OF BANKS. (x) If any Bank becomes a
Defaulting Bank, (y) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or
Section 4.04 with respect to any Bank which results in such Bank charging to
the Borrower increased costs in a material amount in excess of those being
generally charged by the other Banks or (z) in the case of a refusal by a
Bank to consent to a proposed change, waiver, discharge or termination with
respect to this Agreement which has been approved by the Required Banks as
provided in Section 13.12(b), the Borrower shall have the right, in
accordance with Section 13.04(b), if no Default or Event of Default then
exists or would exist after giving effect to such replacement, to replace
such Bank (the "Replaced Bank") with one or more other Eligible Transferee or
Transferees, none of whom shall constitute a Defaulting Bank at the time of
such replacement (collectively, the "Replacement Bank") and each of whom
shall be reasonably acceptable to the Administrative Agent or, at the option
of the Borrower, to replace only (a) the Revolving Loan Commitment (and
outstandings pursuant thereto) of the Replaced Bank with an identical
Revolving Loan Commitment provided by the Replacement Bank or (b) in the case
of a replacement as provided in Section 13.12(b) where the consent of the
respective Bank is required with respect to less than all Tranches of its
Loans or Commitments, the Commitments and/or outstanding Loans of such Bank
in respect of each Tranche where the consent of such Bank would otherwise be
individually required, with identical Commitments and/or Loans of the
respective Tranche provided by the Replacement Bank; PROVIDED that:

                    (i) at the time of any replacement pursuant to this Section
         1.13, the Replacement Bank shall enter into one or more Assignment and
         Assumption

                                     -18-
<PAGE>


         Agreements pursuant to Section 13.04(b) (and with all fees payable
         pursuant to said Section 13.04(b) to be paid by the Replacement
         Bank) pursuant to which the Replacement Bank shall acquire all of
         the Commitments and outstanding Loans (or, in the case of the
         replacement of only (a) the Revolving Loan Commitment, the Revolving
         Loan Commitment and outstanding Revolving Loans and participations
         in Letter of Credit Outstandings and/or (b) the outstanding Term
         Loans and Term Loan Commitment of any Tranche, the outstanding Term
         Loans and Term Loan Commitment of the respective Tranche or
         Tranches) of, and in each case (except for the replacement of only
         the outstanding Term Loans and Term Loan Commitment of any or all
         Tranches of Term Loans of the respective Bank) participations in
         Letters of Credit by, the Replaced Bank and, in connection
         therewith, shall pay to (x) the Replaced Bank in respect thereof an
         amount equal to the sum of (A) an amount equal to the principal of,
         and all accrued interest on, all outstanding Loans (or of the Loans
         of the respective Tranche or Tranches being replaced) of the
         Replaced Bank, (B) an amount equal to all Unpaid Drawings (unless
         there are no Unpaid Drawings with respect to the Tranche being
         replaced) that have been funded by (and not reimbursed to) such
         Replaced Bank, together with all then unpaid interest with respect
         thereto at such time and (C) an amount equal to all accrued, but
         theretofore unpaid, Fees owing to the Replaced Bank (but only with
         respect to the relevant Tranche, in the case of the replacement of
         less than all Tranches of Loans then held by the respective Replaced
         Bank) pursuant to Section 3.01, (y) except in the case of the
         replacement of only the outstanding Term Loans and Term Loan
         Commitment of any or all Tranches of Term Loans of a Replaced Bank,
         each Letter of Credit Issuer an amount equal to such Replaced Bank's
         Adjusted RL Percentage of any Unpaid Drawing relating to Letters of
         Credit issued by such Letter of Credit Issuer (which at such time
         remains an Unpaid Drawing) to the extent such amount was not
         theretofore funded by such Replaced Bank and (z) in the case of any
         replacement of Revolving Loan Commitments, BTCo an amount equal to
         such Replaced Bank's Adjusted RL Percentage of any Mandatory
         Borrowing to the extent such amount was not theretofore funded by
         such Replaced Bank; and

                   (ii) all obligations of the Borrower then owing to the
         Replaced Bank (other than those (a) specifically described in clause
         (i) above in respect of which the assignment purchase price has
         been, or is concurrently being, paid, but including all amounts, if
         any, owing under Section 1.11 or (b) relating to any Tranche of
         Loans and/or Commitments of the respective Replaced Bank which will
         remain outstanding after giving effect to the respective
         replacement) shall be paid in full to such Replaced Bank
         concurrently with such replacement.

Upon the execution of the respective Assignment and Assumption Agreements,
the payment of amounts referred to in clauses (i) and (ii) above, recordation
of the assignment on the Register by the Administrative Agent pursuant to
Section 13.17 and, if so requested by the

                                     -19-
<PAGE>


Replacement Bank, delivery to the Replacement Bank of the appropriate Note or
Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank
hereunder and, unless the respective Replaced Bank continues to have
outstanding Term Loans, a Term Loan Commitment and/or a Revolving Loan
Commitment hereunder, the Replaced Bank shall cease to constitute a Bank
hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04,
13.01 and 13.06), which shall survive as to such Replaced Bank and (y) except
in the case of the replacement of only outstanding Term Loans and Term Loan
Commitments, the Adjusted RL Percentages of the Banks shall be automatically
adjusted at such time to give effect to such replacement.

                  SECTION 2.  LETTERS OF CREDIT.

                  2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms
and conditions herein set forth, the Borrower may request a Letter of Credit
Issuer at any time and from time to time on or after the Second Restatement
Effective Date and prior to the tenth Business Day (or the 30th day in the
case of Trade Letters of Credit) preceding the Revolving Loan Maturity Date
to issue, (x) for the account of the Borrower and for the benefit of any
holder (or any trustee, agent or other similar representative for any such
holders) of L/C Supportable Indebtedness, irrevocable sight standby letters
of credit in a form customarily used by such Letter of Credit Issuer or in
such other form as has been approved by such Letter of Credit Issuer (each
such standby letter of credit, a "Standby Letter of Credit") in support of
such L/C Supportable Indebtedness and (y) for the account of the Borrower and
for the benefit of sellers of goods to the Borrower or any Subsidiary
Guarantor in the ordinary course of business, irrevocable sight trade letters
of credit in a form customarily used by such Letter of Credit Issuer or in
such other form as has been approved by such Letter of Credit Issuer (each
such trade letter of credit, a "Trade Letter of Credit", and each such
Standby Letter of Credit and Trade Letter of Credit, a "Letter of Credit"
and, collectively, the "Letters of Credit").

                  (b) Subject to and upon the terms and conditions set forth
herein, each Letter of Credit Issuer hereby agrees that it will, at any time
and from time to time on and after the Second Restatement Effective Date and
prior to the tenth Business Day (or the 30th day in the case of Trade Letters
of Credit) preceding the Revolving Loan Maturity Date, following its receipt
of the respective Letter of Credit Request, issue for the account of the
Borrower one or more Letters of Credit, (x) in the case of Trade Letters of
Credit, in support of trade obligations of the Borrower or any Subsidiary
Guarantor that arise in the ordinary course of business or (y) in the case of
Standby Letters of Credit, in support of such L/C Supportable Indebtedness as
is permitted to remain outstanding hereunder. Notwithstanding the foregoing,
no Letter of Credit Issuer shall be under any obligation to issue any Letter
of Credit if at the time of such issuance:

                                     -20-
<PAGE>


                    (i) any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such Letter of Credit Issuer from issuing such Letter of
         Credit or any requirement of law applicable to such Letter of Credit
         Issuer or any request or directive (whether or not having the force of
         law) from any governmental authority with jurisdiction over such Letter
         of Credit Issuer shall prohibit, or request that such Letter of Credit
         Issuer refrain from, the issuance of letters of credit generally or
         such Letter of Credit in particular or shall impose upon such Letter of
         Credit Issuer with respect to such Letter of Credit any restriction or
         reserve or capital requirement (for which such Letter of Credit Issuer
         is not otherwise compensated) not in effect on the date hereof, or any
         unreimbursed loss, cost or expense which was not applicable, in effect
         or known to such Letter of Credit Issuer as of the date hereof and
         which such Letter of Credit Issuer in good faith deems material to it;
         or

                   (ii) such Letter of Credit Issuer shall have received written
         notice from the Borrower or the Required Banks prior to the issuance of
         such Letter of Credit of the type described in clause (vi) of Section
         2.01(c) or the last sentence of Section 2.02(b).

                  (c) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the
date of, and prior to the issuance of, the respective Letter of Credit) at
such time, would exceed either (x) $15,000,000 or (y) when added to the
aggregate principal amount of all Revolving Loans made by the Non-Defaulting
Banks and then outstanding and all Swingline Loans then outstanding, the
Adjusted Total Revolving Loan Commitment at such time; (ii) (x) each Standby
Letter of Credit shall have an expiry date occurring not later than one year
after such Standby Letter of Credit's date of issuance, PROVIDED that any
such Standby Letter of Credit may be extendable for successive periods of up
to one year, but not beyond the tenth Business Day preceding the Revolving
Loan Maturity Date, on terms acceptable to the Letter of Credit Issuer and
(y) each Trade Letter of Credit shall have an expiry date occurring not later
than 180 days after such Trade Letter of Credit's date of issuance; (iii) (x)
no Standby Letter of Credit shall have an expiry date occurring later than
the tenth Business Day preceding the Revolving Loan Maturity Date and (y) no
Trade Letter of Credit shall have an expiry date occurring later than 30 days
prior to the Revolving Loan Maturity Date; (iv) each Letter of Credit shall
be denominated in U.S. Dollars; (v) the Stated Amount of each Letter of
Credit shall not be less than $100,000 or such lesser amount as is acceptable
to the respective Letter of Credit Issuer; and (vi) no Letter of Credit
Issuer will issue any Letter of Credit after it has received written notice
from the Borrower or the Required Banks stating that a Default or an Event of
Default exists until such time as such Letter of Credit Issuer shall have
received a written notice of (x) rescission of such notice from the party or
parties originally delivering the same or (y) a waiver of such Default or
Event of Default by the Required Banks.

                                     -21-
<PAGE>

                  (d) Notwithstanding the foregoing, in the event a Bank
Default exists, no Letter of Credit Issuer shall be required to issue any
Letter of Credit unless the respective Letter of Credit Issuer has entered
into arrangements satisfactory to it and the Borrower to eliminate such
Letter of Credit Issuer's risk with respect to the participation in Letters
of Credit of the Defaulting Bank or Banks, including by cash collateralizing
such Defaulting Bank's or Banks' Adjusted RL Percentage of the Letter of
Credit Outstandings, as the case may be.

                  (e) Schedule XI hereto contains a description of all
letters of credit issued pursuant to the First Amended and Restated Credit
Agreement and outstanding on the Second Restatement Effective Date. Each such
letter of credit, including any extension or renewal thereof (each, as
amended from time to time in accordance with the terms hereof and thereof, an
"Existing Letter of Credit") shall constitute a "Letter of Credit" for all
purposes of this Agreement, issued, for purposes of Section 2.03(a), on the
Second Restatement Effective Date. In addition, each letter of credit
designated as a "Standby Letter of Credit" or "Trade Letter of Credit" on
Schedule XI shall constitute a "Standby Letter of Credit" or "Trade Letter of
Credit", as the case may be, for all purposes of this Agreement. Any Bank
hereunder to the extent it has issued an Existing Letter of Credit shall
constitute the "Letter of Credit Issuer" with respect to such Letter of
Credit for all purposes of this Agreement.

                  2.02 LETTER OF CREDIT REQUESTS. (a) Whenever the Borrower
desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the respective Letter of Credit Issuer written
notice thereof prior to 12:00 Noon (New York time) at least five Business
Days (or such shorter period as may be acceptable to the respective Letter of
Credit Issuer) prior to the proposed date of issuance (which shall be a
Business Day) which written notice shall be in the form of Exhibit C (each, a
"Letter of Credit Request"). Each Letter of Credit Request shall include any
other documents as such Letter of Credit Issuer customarily requires in
connection therewith.

                  (b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such Letter
of Credit may be issued in accordance with, and it will not violate the
requirements of, Section 2.01(c). Unless the respective Letter of Credit
Issuer has received notice from the Required Banks before it issues a Letter
of Credit that one or more of the applicable conditions specified in Section
5 or 6, as the case may be, are not then satisfied, or that the issuance of
such Letter of Credit would violate Section 2.01(c), then such Letter of
Credit Issuer may issue the requested Letter of Credit for the account of the
Borrower in accordance with such Letter of Credit Issuer's usual and
customary practice.

                  2.03 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by

                                     -22-
<PAGE>

a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit
Issuer shall be deemed to have sold and transferred to each other RL Bank,
and each such RL Bank (each, a "Participant") shall be deemed irrevocably and
unconditionally to have purchased and received from such Letter of Credit
Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's Adjusted RL Percentage, in
such Letter of Credit, each substitute Letter of Credit, each drawing made
thereunder and the obligations of the Borrower under this Agreement with
respect thereto (although Letter of Credit Fees shall be payable directly to
the Administrative Agent for the account of the RL Banks as provided in
Section 3.01(b) and the Participants shall have no right to receive any
portion of any Facing Fees with respect to such Letters of Credit) and any
security therefor or guaranty pertaining thereto. Upon any change in the
Revolving Loan Commitments or the Adjusted RL Percentages of the RL Banks
pursuant to Section 1.13 or 13.04(b) or as a result of a Bank Default, it is
hereby agreed that, with respect to all outstanding Letters of Credit and
Unpaid Drawings with respect thereto, there shall be an automatic adjustment
to the participations pursuant to this Section 2.03 to reflect the new
Adjusted RL Percentages of the assigning and assignee Bank or of all RL
Banks, as the case may be.

                  (b) In determining whether to pay under any Letter of
Credit, no Letter of Credit Issuer shall have any obligation relative to the
Participants other than to determine that any documents required to be
delivered under such Letter of Credit have been delivered and that they
appear to substantially comply on their face with the requirements of such
Letter of Credit. Any action taken or omitted to be taken by any Letter of
Credit Issuer under or in connection with any Letter of Credit issued by it
if taken or omitted in the absence of gross negligence or willful misconduct,
shall not create for such Letter of Credit Issuer any resulting liability.

                  (c) In the event that any Letter of Credit Issuer makes any
payment under any Letter of Credit issued by it and the Borrower shall not
have reimbursed such amount in full to the Letter of Credit Issuer pursuant
to Section 2.04(a), such Letter of Credit Issuer shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify each
Participant of such failure, and each such Participant shall promptly and
unconditionally pay to the Administrative Agent for the account of such
Letter of Credit Issuer, the amount of such Participant's Adjusted RL
Percentage of such payment in U.S. Dollars and in same day funds. If the
Administrative Agent so notifies any Participant required to fund a payment
under a Letter of Credit prior to 11:00 A.M. (New York time) on any Business
Day, such Participant shall make available to the Administrative Agent at the
Payment Office for the account of the respective Letter of Credit Issuer such
Participant's Adjusted RL Percentage of the amount of such payment on such
Business Day in same day funds (and, to the extent such notice is given after
11:00 A.M. (New York time) on any Business Day, such Participant shall make
such payment on the immediately following Business Day). If and to the extent
such Participant shall not have so made its Adjusted RL Percentage of the
amount of such payment available to the Administrative Agent for the account
of the respective Letter of Credit Issuer, such Participant agrees to pay to
the Administrative Agent for the account of such Letter of Credit Issuer,
forthwith on demand such amount, together with interest thereon, for each day
from such date until the date such amount is paid to the Administrative Agent
for the account of the Letter of Credit Issuer at the overnight Federal Funds
Rate. The failure of any Participant to make available to the Administrative


                                     -23-
<PAGE>

Agent for the account of the respective Letter of Credit Issuer its Adjusted
RL Percentage of any payment under any Letter of Credit issued by it shall
not relieve any other Participant of its obligation hereunder to make
available to the Administrative Agent for the account of such Letter of
Credit Issuer its applicable Adjusted RL Percentage of any payment under any
such Letter of Credit on the date required, as specified above, but no
Participant shall be responsible for the failure of any other Participant to
make available to the Administrative Agent for the account of such Letter of
Credit Issuer such other Participant's Adjusted RL Percentage of any such
payment.

                  (d) Whenever any Letter of Credit Issuer receives a payment
of a reimbursement obligation as to which the Administrative Agent has
received for the account of such Letter of Credit Issuer any payments from
the Participants pursuant to clause (c) above, such Letter of Credit Issuer
shall pay to the Administrative Agent and the Administrative Agent shall
promptly pay to each Participant which has paid its Adjusted RL Percentage
thereof, in U.S. Dollars and in same day funds, an amount equal to such
Participant's Adjusted RL Percentage of the principal amount thereof and
interest thereon accruing after the purchase of the respective participations.

                  (e) Each Letter of Credit Issuer shall, promptly after each
issuance of, or amendment or modification to, a Standby Letter of Credit
issued by it, give the Administrative Agent, each Participant and the
Borrower written notice of the issuance of, or amendment or modification to,
such Standby Letter of Credit, which notice shall be accompanied by a copy of
the Standby Letter of Credit or Standby Letters of Credit issued by it and
each such amendment or modification thereto.

                  (f) Each Letter of Credit Issuer (other than BTCo) shall
deliver to the Administrative Agent, promptly on the first Business Day of
each week, by facsimile transmission, the aggregate daily Stated Amount
available to be drawn under the outstanding Trade Letters of Credit issued by
such Letter of Credit Issuer for the previous week. The Administrative Agent
shall, within 10 days after the last Business Day of each calendar month,
deliver to each Participant a report setting forth for such preceding
calendar month the aggregate daily Stated Amount available to be drawn under
all outstanding Trade Letters of Credit during such calendar month.

                  (g) The obligations of the Participants to make payments to
the Administrative Agent for the account of the respective Letter of Credit
Issuer with respect to Letters of Credit issued by it shall be irrevocable
and not subject to counterclaim, set-off or other

                                     -24-
<PAGE>

defense or any other qualification or exception whatsoever and shall be made
in accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

                    (i)    any lack of validity or enforceability of this
     Agreement or any of the other Credit Documents;

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

                  (iii) any draft, certificate or other document presented
     under the Letter of Credit proving to be forged, fraudulent, invalid
     or insufficient in any respect or any statement therein being untrue
     or inaccurate in any respect;

                   (iv) the surrender or impairment of any security for the
     performance or observance of any of the terms of any of the Credit
     Documents; or

                    (v) the occurrence of any Default or Event of Default.

                  2.04 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The
Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office, for any payment or disbursement made by such Letter of Credit
Issuer under any Letter of Credit issued by it (each such amount so paid or
disbursed until reimbursed, an "Unpaid Drawing") immediately after, and in
any event on the date of such payment or disbursement, with interest on the
amount so paid or disbursed by such Letter of Credit Issuer, to the extent
not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment
or disbursement, from and including the date paid or disbursed to but not
including the date such Letter of Credit Issuer is reimbursed therefor at a
rate per annum which shall be the Applicable Margin for Revolving Loans
maintained as Base Rate Loans as in effect from time to time (plus an
additional 2% per annum if not reimbursed by the third Business Day after the
date of such payment or disbursement), such interest also to be payable on
demand; PROVIDED that it is understood and agreed, however, that the notices
referred to above in this clause (a) shall not be required to be given if a
Default or an Event of Default under such Section 10.05 shall have occurred
and be continuing (in which case the Unpaid Drawings shall be due and payable
immediately without presentment, demand, protest or notice of any kind (all
of

                                     -25-
<PAGE>

which are hereby waived by each Credit Party) and shall bear interest at a
rate per annum which shall be Applicable Margin for Revolving Loans
maintained as Base Rate Loans plus 2% on and after the third Business Day
following the respective Drawing). Each Letter of Credit Issuer shall provide
the Borrower prompt notice of any payment or disbursement made by it under
any Letter of Credit issued by it, although the failure of, or delay in,
giving any such notice shall not release or diminish the obligations of the
Borrower under this Section 2.04(a) or under any other Section of this
Agreement.

                  (b) The Borrower's obligation under this Section 2.04 to
reimburse the respective Letter of Credit Issuer with respect to drawings on
Letters of Credit (including, in each case, interest thereon) shall be
absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment which the Borrower or any
of its Subsidiaries may have or have had against such Letter of Credit
Issuer, any Agent or any Bank, including, without limitation, any defense
based upon the failure of any drawing under a Letter of Credit issued by it
to conform to the terms of the Letter of Credit or any nonapplication or
misapplication by the beneficiary of the proceeds of such drawing; PROVIDED,
HOWEVER, that the Borrower shall not be obligated to reimburse such Letter of
Credit Issuer for any wrongful payment made by such Letter of Credit Issuer
under a Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such
Letter of Credit Issuer as determined by a court of competent jurisdiction.

                  2.05 INCREASED COSTS. If after the Second Restatement
Effective Date, any Letter of Credit Issuer or any Participant determines
that the adoption or effectiveness of any applicable law, rule or regulation,
order, guideline or request or any change therein, 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 Letter of Credit Issuer or any
Participant with any request or directive (whether or not having the force of
law) by any such authority, central bank or comparable agency shall either
(i) impose, modify or make applicable any reserve, deposit, capital adequacy
or similar requirement against Letters of Credit issued by such Letter of
Credit Issuer or such Participant's participation therein (except as
contemplated by Section 4.04), or (ii) impose on any Letter of Credit Issuer
or any Participant any other conditions directly or indirectly affecting this
Agreement, any Letter of Credit or such Participant's participation therein;
and the result of any of the foregoing is to increase the cost to such Letter
of Credit Issuer or such Participant of issuing, maintaining or participating
in any Letter of Credit, or to reduce the amount of any sum received or
receivable by such Letter of Credit Issuer or such Participant hereunder or
reduce the rate of return on its capital with respect to Letters of Credit,
then, upon written demand to the Borrower by such Letter of Credit Issuer or
such Participant (a copy of which notice shall be sent by such Letter of
Credit Issuer or such Participant to the Administrative Agent), accompanied
by the certificate described in the last sentence of this Section 2.05, the
Borrower agrees, subject to the provisions of Section

                                     -26-
<PAGE>

13.18 (to the extent applicable), to pay to such Letter of Credit Issuer or
such Participant such additional amount or amounts as will compensate such
Letter of Credit Issuer or such Participant for such increased cost or
reduction. A certificate submitted to the Borrower by such Letter of Credit
Issuer or such Participant, as the case may be (a copy of which certificate
shall be sent by such Letter of Credit Issuer or such Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
determination of such additional amount or amounts necessary to compensate
such Letter of Credit Issuer or such Participant as aforesaid shall be final
and conclusive and binding on the Borrower absent manifest error, although
the failure to deliver any such certificate shall not release or diminish the
Borrower's obligations to pay additional amounts pursuant to this Section
2.05 upon subsequent receipt of such certificate.

                  SECTION 3.  FEES; COMMITMENTS.

                  3.01 FEES. (a) The Borrower shall pay to the Administrative
Agent for distribution to each Non-Defaulting Bank with a Revolving Loan
Commitment, a commitment fee (the "RL Commitment Fee") for the period from
the Original Effective Date to but not including the Revolving Loan Maturity
Date (or such earlier date as the Total Revolving Loan Commitment shall have
been terminated), computed at a rate for each day equal to the Applicable RL
Commitment Fee Percentage on the daily average Unutilized Revolving Loan
Commitment of such Non-Defaulting Bank. Accrued RL Commitment Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and on
the Revolving Loan Maturity Date (or such earlier date upon which the Total
Revolving Loan Commitment is terminated).

                  (b) The Borrower shall pay to the Administrative Agent for
distribution to each Non-Defaulting Bank with a Tranche C Term Loan
Commitment, a commitment fee (the "C TL Commitment Fee") for the period from
the Second Restatement Effective Date to but not including the Tranche C Term
Loan Commitment Termination Date (or such earlier date as the Total Tranche C
Term Loan Commitment shall have been terminated), computed at a rate for each
day equal to 1/2 of 1% on the daily average Tranche C Term Loan Commitment of
such Non-Defaulting Bank. Accrued C TL Commitment Fees shall be due and
payable quarterly in arrears on each Quarterly Payment Date and on the
Tranche C Term Loan Termination Date (or such earlier date upon which the
Total Tranche C Term Loan Commitment is terminated).

                  (c) The Borrower shall pay to the Administrative Agent for PRO
RATA distribution to each Non-Defaulting Bank with a Revolving Loan Commitment
(based on their respective Adjusted RL Percentages), a fee in respect of each
Letter of Credit (the "Letter of Credit Fee") computed at a rate per annum equal
to the Applicable Margin for Revolving Loans maintained as Eurodollar Loans then
in effect on the daily Stated Amount of such

                                     -27-
<PAGE>

Letter of Credit. Accrued Letter of Credit Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and upon the first day on
or after the termination of the Total Revolving Loan Commitment upon which no
Letters of Credit remain outstanding.

                  (d) The Borrower shall pay to each Letter of Credit Issuer
a fee in respect of each Letter of Credit issued by such Letter of Credit
Issuer (the "Facing Fee") computed at the rate of 1/4 of 1% per annum on the
daily Stated Amount of such Letter of Credit; PROVIDED that in no event shall
the annual Facing Fee with respect to each Letter of Credit be less than
$500; it being agreed that (x) on the date of issuance of any Letter of
Credit and on each anniversary thereof prior to the termination of such
Letter of Credit, if $500 will exceed the amount of Facing Fees that will
accrue with respect to such Letter of Credit for the immediately succeeding
12-month period, the full $500 shall be payable on the date of issuance of
such Letter of Credit and on each such anniversary thereof prior to the
termination of such Letter of Credit and (y) if on the date of the
termination of any Letter of Credit, $500 actually exceeds the amount of
Facing Fees paid or payable with respect to such Letter of Credit for the
period beginning on the date of the issuance thereof (or if the respective
Letter of Credit has been outstanding for more than one year, the date of the
last anniversary of the issuance thereof occurring prior to the termination
of such Letter of Credit) and ending on the date of the termination thereof,
an amount equal to such excess shall be paid as additional Facing Fees with
respect to such Letter of Credit on the next date upon which Facing Fees are
payable in accordance with the immediately succeeding sentence. Except as
provided in the immediately preceding sentence, accrued Facing Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and upon
the first day on or after the termination of the Total Revolving Loan
Commitment upon which no Letters of Credit remain outstanding.

                  (e) The Borrower shall pay directly to each Letter of
Credit Issuer upon each issuance of, payment under, and/or amendment of, a
Letter of Credit issued by such Letter of Credit Issuer such amount as shall
at the time of such issuance, payment or amendment be the administrative
charge which such Letter of Credit Issuer is customarily charging for
issuances of, payments under or amendments of, letters of credit issued by it.

                  (f) The Borrower shall pay to each Agent, for its own
account, such other fees as may be agreed to in writing from time to time
between the Borrower and such Agent, when and as due.

                  (g)  All computations of Fees shall be made in accordance
with Section 13.07(b).

                                     -28-
<PAGE>

                  3.02 VOLUNTARY TERMINATION OR REDUCTION OF TOTAL UNUTILIZED
COMMITMENT. (a) Upon at least three Business Days' prior notice to the
Administrative Agent at its Notice Office (which notice the Administrative
Agent shall promptly transmit to each of the Banks), the Borrower shall have
the right, without premium or penalty, to terminate or partially reduce the
Total Tranche C Term Loan Commitment or the Total Unutilized Revolving Loan
Commitment, PROVIDED that (v) any such termination or partial reduction shall
apply to proportionately and permanently reduce the Total Tranche C Term Loan
Commitment or the Revolving Loan Commitment, as the case may be, of each Bank
with such a Commitment, (w) any partial reduction pursuant to this Section
3.02(a) shall be in integral multiples of $1,000,000, (x) no reduction to the
Total Unutilized Revolving Loan Commitment shall be in an amount which would
cause the Revolving Loan Commitment of any RL Bank to be reduced (as required
by the preceding clause (v)) by an amount which exceeds the remainder of (A)
the Unutilized Revolving Loan Commitment of such RL Bank as in effect
immediately before giving effect to such reduction minus (B) such RL Bank's
Adjusted RL Percentage of the aggregate principal amount of Swingline Loans
then outstanding, (y) any partial reduction to the Total Revolving Loan
Commitment pursuant to this Section 3.02(a) shall apply to reduce the then
remaining Scheduled Commitment Reductions in direct order of maturity (based
upon the then remaining amount of each such Scheduled Commitment Reduction
after giving effect to all prior reductions thereto) and (z) any partial
reduction to the Total Tranche C Term Loan Commitment pursuant to this
Section 3.02(a) shall apply to reduce the then remaining Tranche C Term Loan
Scheduled Repayments in direct order of maturity (based upon the then
remaining Tranche C Term Loan Scheduled Repayments after giving effect to all
prior reductions thereto).

                  (b) In the event of certain refusals by a Bank to consent
to certain proposed changes, waivers, discharges or terminations with respect
to this Agreement which have been approved by the Required Banks as provided
in Section 13.12(b), the Borrower shall have the right, subject to obtaining
the consents required by Section 13.12(b), upon five Business Days' prior
written notice to the Administrative Agent at its Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Banks), to
terminate the entire Revolving Loan Commitment and/or, if prior to the
termination of the Total Tranche C Term Loan Commitment, the Tranche C Term
Loan Commitment of such Bank, so long as all Loans, together with accrued and
unpaid interest, Fees and all other amounts, owing to such Bank (including
all amounts, if any, owing pursuant to Section 1.11 but excluding (x) in the
case of a termination of both the Revolving Loan Commitment and the Tranche C
Term Loan Commitment, amounts owing in respect of any Tranche of Term Loans
(other than Tranche C Term Loans) maintained by such Bank, if such Term Loans
are not being repaid pursuant to Section 13.12(b) and (y) in the case of a
termination of only the Tranche C Term Loan Commitment, amounts owing in
respect of Revolving Loans and any Tranche of Term Loans (other than Tranche
C Term Loans) maintained by such Bank, if such Term Loans are not being
repaid pursuant to Section 13.12(b)) are repaid concur-

                                     -29-
<PAGE>

rently with the effectiveness of such termination (at which time Schedule I
shall be deemed modified to reflect such changed amounts) and at such time,
unless the respective Bank continues to have outstanding Loans or Commitments
of any Tranche hereunder, such Bank shall no longer constitute a "Bank" for
purposes of this Agreement, except with respect to indemnifications under
this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05,
4.04, 13.01 and 13.06), which shall survive as to such repaid Bank. Unless
otherwise specifically agreed in writing by the Required Banks, any reduction
to (x) the Total Tranche C Term Loan Commitment on the one hand and (y) the
Total Revolving Loan Commitment on the other hand, pursuant to this Section
3.02(b) shall apply to reduce the remaining Tranche C Term Loan Scheduled
Repayments (in the case of preceding clause (x)) or Scheduled Commitment
Reductions (in the case of preceding clause (y)), on a PRO RATA basis (based
upon the then remaining amount of each such Tranche C Term Loan Scheduled
Repayment or Scheduled Commitment Reduction, as the case may be, after giving
effect to all prior reductions thereto).

                  3.03  MANDATORY REDUCTION OF COMMITMENTS. (a) The Total
Tranche C Term Loan Commitment (and the Tranche C Term Loan Commitment of
each Bank) shall terminate in its entirety on October 15, 1998 and the First
Amended and Restated Credit Agreement shall continue in effect unless the
Second Restatement Effective Date has occurred on or before such date.

                  (b) In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Tranche C Term Loan
Commitment (and the Tranche C Term Loan Commitment of each Bank) shall (i) be
reduced on each date on which Tranche C Term Loans are incurred (after giving
effect to the making of Tranche C Term Loans on such date) in an amount equal
to the aggregate principal amount of Tranche C Term Loans incurred on such
date, (ii) terminate in its entirety (to the extent not theretofore
terminated) on the Tranche C Term Loan Commitment Termination Date (after
giving effect to any incurrences of Tranche C Term Loans on such date) and
(iii) prior to the termination of the Total Tranche C Term Loan Commitment as
provided in clauses (i) and (ii) above, be reduced from time to time to the
extent required by Section 4.02.

                                     -30-
<PAGE>

                  (c) In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Revolving Loan Commitment
shall be permanently reduced on each date set forth below (each, a "Scheduled
Commitment Reduction Date"), by the amount set forth opposite such Scheduled
Commitment Reduction Date (each such reduction, as the same may be reduced as
provided in Sections 3.02 and 3.03(f), a "Scheduled Commitment Reduction"):

<TABLE>
<CAPTION>
   Scheduled Commitment
   Reduction Date                               Amount
   --------------------                         ------
   <S>                                          <C>
        December 18, 2001                       40.0 million
        December 18, 2002                       40.0 million
</TABLE>

                  (d) In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Revolving Loan Commitment
(and the Revolving Loan Commitment of each RL Bank) shall terminate in its
entirety on the Revolving Loan Maturity Date.

                  (e) In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Revolving Loan Commitment
shall be reduced from time to time to the extent required by Section 4.02.

                  (f) Any amount required to be applied to reduce the Total
Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to
Section 4.02) shall be applied to reduce the then remaining Scheduled
Commitment Reductions PRO RATA based upon the then remaining amount of such
Scheduled Commitment Reductions after giving effect to all prior reductions
thereto.

                  (g) Each reduction to the Total Tranche C Term Loan
Commitment or Total Revolving Loan Commitment pursuant to this Section 3.03
(or pursuant to Section 4.02) shall be applied proportionately to reduce the
Tranche C Term Loan Commitment or the Revolving Loan Commitment, as the case
may be, of each Bank with such a Commitment.

                  SECTION 4.  PAYMENTS.

                  4.01 VOLUNTARY PREPAYMENTS. The Borrower shall have the
right to prepay the Loans, and the right to allocate such prepayments to
Revolving Loans, Swingline Loans, Tranche A Term Loans, Tranche B Term Loans
and/or Tranche C Term Loans as the Borrower elects, in whole or in part,
without premium or penalty except as otherwise provided in this Agreement,
from time to time on the following terms and conditions:

                    (i) the Borrower shall give the Administrative Agent at
     its Notice Office

                                     -31-
<PAGE>

     written notice (or telephonic notice promptly confirmed in writing)
     of its intent to prepay the Loans, whether such Loans are Tranche A
     Term Loans, Tranche B Term Loans, Tranche C Term Loans, Revolving
     Loans or Swingline Loans, the amount of such prepayment, the Types
     of Loans to be repaid and (in the case of Eurodollar Loans) the
     specific Borrowing(s) pursuant to which made, which notice (I) shall
     be given by the Borrower prior to 12:00 Noon (New York time) (x) at
     least one Business Day prior to the date of such prepayment in the
     case of Base Rate Loans, (y) on the date of such prepayment in the
     case of Swingline Loans and (z) at least three Business Days prior
     to the date of such prepayment in the case of Eurodollar Loans and
     (II) shall, except in the case of Swingline Loans, promptly be
     transmitted by the Administrative Agent to each of the Banks;

                   (ii) each prepayment (other than prepayments in full of
     (x) all outstanding Base Rate Loans or (y) any outstanding Borrowing
     of Eurodollar Loans) shall be in an aggregate principal amount of at
     least (x) $1,000,000, in the case of Eurodollar Loans, (y) $500,000,
     in the case of Revolving Loans and Term Loans maintained as Base
     Rate Loans and (z) $100,000, in the case of Swingline Loans and, in
     each case, if greater, in integral multiples of $100,000, PROVIDED
     that no partial prepayment of Eurodollar Loans made pursuant to a
     Borrowing shall reduce the aggregate principal amount of the
     Eurodollar Loans outstanding pursuant to such Borrowing to an amount
     less than the Minimum Borrowing Amount applicable thereto;

                  (iii) at the time of any prepayment of Eurodollar Loans
     pursuant to this Section 4.01 on any date other than the last day of
     the Interest Period applicable thereto, the Borrower shall pay the
     amounts required pursuant to Section 1.11;

                   (iv) except as provided in clause (v) below, each
     prepayment in respect of any Loans made pursuant to a Borrowing
     shall be applied PRO RATA among such Loans, PROVIDED, that at the
     Borrower's election in connection with any prepayment of Revolving
     Loans pursuant to this Section 4.01, such prepayment shall not be
     applied to any Revolving Loans of a Defaulting Bank;

                    (v) in the event of certain refusals by a Bank to 
     consent to certain proposed changes, waivers, discharges or 
     terminations with respect to this Agreement which have been 
     approved by the Required Banks as provided in Section 13.12(b), the 
     Borrower may, upon five Business Days' prior written notice to the 
     Administrative Agent at its Notice Office (which notice the 
     Administrative Agent shall promptly transmit to each of the Banks), 
     repay all Loans of such Bank (including all amounts, if any, owing 
     pursuant to Section 1.11), together with accrued and unpaid 
     interest, Fees and all other amounts then owing to such Bank (or 
     owing to such Bank with respect to each Tranche which gave rise to 
     the need to obtain such Bank's individual consent) in accordance 
     with said Section 13.12(b), so

                                     -32-
<PAGE>

     long as (A) in the case of the repayment of Revolving Loans of any
     Bank pursuant to this clause (v), the Revolving Loan Commitment of
     such Bank is terminated concurrently with such repayment (at which
     time Schedule I shall be deemed modified to reflect the changed
     Revolving Loan Commitments), (B) in the case of the repayment of
     Tranche C Term Loans of any Bank pursuant to this clause (b), the
     Tranche C Term Loan Commitment of such Bank (to the extent not
     theretofore terminated) is terminated concurrently with such
     repayment (at which time Schedule I shall be deemed modified to
     reflect the changed Tranche C Term Loan Commitments), and (C) the
     consents required by Section 13.12(b) in connection with the
     repayment pursuant to this clause (b) shall have been obtained;

                   (vi) each prepayment of Term Loans pursuant to this
     Section 4.01 (except as provided in preceding clause (v)) shall be
     applied to the Tranche A Term Loans, the Tranche B Term Loans and
     the Tranche C Term Loans on a PRO RATA basis (based upon the then
     outstanding principal amount of Tranche A Term Loans, Tranche B Term
     Loans and Tranche C Term Loans); and

                  (vii) each prepayment of principal of Tranche A Term Loans,
     Tranche B Term Loans and Tranche C Term Loans pursuant to this
     Section 4.01 shall be applied to reduce the then remaining Scheduled
     Repayments of the respective Tranche in direct order of maturity
     (based upon the then remaining principal amounts of the Scheduled
     Repayments of the respective Tranche after giving effect to all
     prior reductions thereto).

                       4.02  MANDATORY REPAYMENTS AND COMMITMENT REDUCTIONS.
(a) (i) If on any date the sum of (x) the aggregate outstanding principal
amount of Revolving Loans made by Non-Defaulting Banks and Swingline Loans
(after giving effect to all other repayments thereof on such date) and (y)
the Letter of Credit Outstandings on such date exceeds the Adjusted Total
Revolving Loan Commitment as then in effect, the Borrower shall repay on such
date the principal of Swingline Loans, and if no Swingline Loans are or
remain outstanding, Revolving Loans of Non-Defaulting Banks in an aggregate
amount equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and all outstanding Revolving Loans of
Non-Defaulting Banks, the aggregate amount of Letter of Credit Outstandings
exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the
Borrower shall pay to the Administrative Agent at the Payment Office on such
date an amount in cash and/or Cash Equivalents equal to such excess (up to
the aggregate amount of Letter of Credit Outstandings at such time) and the
Administrative Agent shall hold such payment as security for the obligations
of the Borrower to Non-Defaulting Banks hereunder pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Administrative Agent.

         (ii) On any date on which the aggregate outstanding principal amount
of the

                                     -33-
<PAGE>

Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan
Commitment of such Defaulting Bank, the Borrower shall prepay on such date
principal of Revolving Loans of such Defaulting Bank in an amount equal to
such excess.

         (b) (i) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date set forth below, the
Borrower shall be required to repay that principal amount of Tranche A Term
Loans, to the extent then outstanding, as is set forth opposite such date
(each such repayment, as the same may be reduced as provided in Sections 4.01
and 4.02(h), a "Tranche A Term Loan Scheduled Repayment"):

<TABLE>
<CAPTION>
            Tranche A Scheduled Repayment Date           Amount
            ----------------------------------           ------
            <S>                                        <C>
            September 30, 1998                         $175,000
            December 31, 1998                          $175,000

            March 31, 1999                             $175,000
            June 30, 1999                              $175,000
            September 30, 1999                         $175,000
            December 31, 1999                          $175,000

            March 31, 2000                             $175,000
            June 30, 2000                              $175,000
            September 30, 2000                         $175,000
            December 31, 2000                          $175,000

            March 31, 2001                             $175,000
            June 30, 2001                              $175,000
            September 30, 2001                         $175,000
            December 31, 2001                          $175,000

            March 31, 2002                             $175,000
            June 30, 2002                              $175,000
            September 30, 2002                         $175,000
            December 31, 2002                          $175,000

            March 31, 2003                             $175,000
            June 30, 2003                              $175,000
            Tranche A Term Loan Maturity Date       $66,150,000
                                                    -----------
</TABLE>

              (ii) In addition to any other mandatory repayments or commitment 
reductions pursuant to this Section 4.02, on each date set forth below, the 
Borrower shall be required to repay that principal amount of Tranche B Term 
Loans, to the extent then outstanding, as is set forth opposite such date 
(each such repayment, as the same may be

                                     -34-
<PAGE>

reduced as provided in Sections 4.01 and 4.02(h), a "Tranche B Term Loan
Scheduled Repayment"):

<TABLE>
<CAPTION>
Tranche B
Scheduled Repayment Date                               Amount
------------------------                               ------
<S>                                                    <C>
           September 30, 1998                          $125,000
           December 31, 1998                           $125,000

           March 31, 1999                              $125,000
           June 30, 1999                               $125,000
           September 30, 1999                          $125,000
           December 31, 1999                           $125,000

           March 31, 2000                              $125,000
           June 30, 2000                               $125,000
           September 30, 2000                          $125,000
           December 31, 2000                           $125,000

           March 31, 2001                              $125,000
           June 30, 2001                               $125,000
           September 30, 2001                          $125,000
           December 31, 2001                           $125,000

           March 31, 2002                              $125,000
           June 30, 2002                               $125,000
           September 30, 2002                          $125,000
           December 31, 2002                           $125,000

           March 31, 2003                              $125,000
           June 30, 2003                               $125,000
           September 30, 2003                          $125,000
           December 31, 2003                           $125,000

           March 31, 2004                              $125,000
           Tranche B Term Loan Maturity Date        $46,875,000
                                                    -----------
</TABLE>

              (iii) In addition to any other mandatory repayments or 
commitment reductions pursuant to this Section 4.02, on each date set forth 
below, the Borrower shall be required to repay that principal amount of 
Tranche C Term Loans, to the extent then outstanding, as is set forth 
opposite such date (each such repayment, as the same may be reduced as 
provided in Sections 4.01 and 4.02(h), a "Tranche C Term Loan Scheduled 
Repayment"):

                                     -35-
<PAGE>

<TABLE>
<CAPTION>
Tranche C
Scheduled Repayment Date                                    Amount
------------------------                                    ------
<S>                                                        <C>
           March 31, 1999                                  $212,500
           June 30, 1999                                   $212,500
           September 30, 1999                              $212,500
           December 31, 1999                               $212,500

           March 31, 2000                                  $212,500
           June 30, 2000                                   $212,500
           September 30, 2000                              $212,500
           December 31, 2000                               $212,500

           March 31, 2001                                  $212,500
           June 30, 2001                                   $212,500
           September 30, 2001                              $212,500
           December 31, 2001                               $212,500

           March 31, 2002                                  $212,500
           June 30, 2002                                   $212,500
           September 30, 2002                              $212,500
           December 31, 2002                               $212,500

           March 31, 2003                                  $212,500
           June 30, 2003                                   $212,500
           September 30, 2003                              $212,500
           December 31, 2003                               $212,500

           March 31, 2004                                  $212,500
           June 30, 2004                                   $212,500
           September 30, 2004                              $212,500
           Tranche C Term Loan Maturity Date            $80,112,500
                                                        -----------
</TABLE>

In the event that, on the Tranche C Term Loan Commitment Termination Date, less
than $80,000,000 in aggregate principal amount of Tranche C Term Loans has been
incurred on or prior to such date, an amount equal to the remainder of
$80,000,000 less the aggregate principal amount of the Tranche C Term Loans
incurred on or prior to such date shall be applied to reduce the then remaining
Tranche C Term Loan Scheduled Repayments on a PRO RATA basis (based upon the
then remaining principal amount of such Tranche C Term Loan Scheduled Repayments
after giving effect to all prior reductions thereto).

                  (c) In addition to any other mandatory repayments or
commitment reduc-

                                     -36-
<PAGE>

tions pursuant to this Section 4.02, on each date on or after the Original
Effective Date upon which the Borrower or any of its Subsidiaries receives
Net Sale Proceeds from any Asset Sale, an amount equal to the Applicable
Prepayment Percentage of the Net Sale Proceeds from such Asset Sale shall be
applied as a mandatory repayment and/or commitment reduction in accordance
with the requirements of Sections 4.02(h) and (i); PROVIDED that (I) (x) with
respect to any such Net Sale Proceeds received by the Borrower or any of its
Subsidiaries in connection with a Healthcare Unit Replacement, such Net Sale
Proceeds shall not give rise to a mandatory repayment (and/or commitment
reduction, as the case may be) on such date to the extent that no Default or
Event of Default then exists and the Borrower delivers a certificate to the
Administrative Agent on or prior to such date stating that (i) an amount
equal to such Net Sale Proceeds has been used to purchase a replacement
Healthcare Unit within 180 days prior to the date of receipt of such Net Sale
Proceeds or (ii) such Net Sale Proceeds shall be used to purchase a
replacement Healthcare Unit within 180 days following the date of receipt of
such Net Sale Proceeds (which certificate shall set forth the amount of the
proceeds so expended or the estimates of the proceeds to be so expended, as
the case may be) and (y) in the case of any Healthcare Unit Replacement for
which no replacement Healthcare Unit has been purchased prior to the
disposition of the Healthcare Unit to be replaced pursuant to such Healthcare
Unit Replacement, if all or any portion of such Net Sale Proceeds referred to
in preceding clause (x)(ii) are not so used within such 180-day period, such
remaining portion shall be applied on the last day of such period as a
mandatory repayment and/or commitment reduction as provided above and (II)
(x) with respect to no more than $2,500,000 in the aggregate of such Net Sale
Proceeds received by the Borrower or its Subsidiaries in any fiscal year of
the Borrower, such Net Sale Proceeds shall not give rise to a mandatory
repayment (and/or commitment reduction, as the case may be) on such date to
the extent that no Default or Event of Default then exists and the Borrower
delivers a certificate to the Administrative Agent on or prior to such date
stating that such Net Sale Proceeds shall be used or contractually committed
to be used to purchase assets used or to be used in the businesses permitted
pursuant to Section 9.01 (including, without limitation (but only to the
extent permitted by Section 9.02), the purchase of the capital stock of a
Person engaged in such businesses) within 270 days following the date of
receipt of such Net Sale Proceeds from such Asset Sale (which certificate
shall set forth the estimates of the proceeds to be so expended) and (y) (i)
if all or any portion of such Net Sale Proceeds are not so used (or
contractually committed to be used) within such 270-day period, such
remaining portion shall be applied on the last day of such period as a
mandatory repayment and/or commitment reduction as provided above and (ii) if
all or any portion of such Net Sale Proceeds are not so used within such
270-day period referred to in clause (i) of this clause (II)(y) because such
amount is contractually committed to be used and subsequent to such date such
contract is terminated or expires without such portion being so used, such
remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment and/or commitment reduction as provided
above.

                  (d) In addition to any other mandatory repayments or
commitment reduc-

                                     -37-
<PAGE>

tions pursuant to this Section 4.02, on each date on or after the Original
Effective Date on which the Borrower or any of its Subsidiaries receives any
cash proceeds from any incurrence of Indebtedness (other than Indebtedness
permitted to be incurred pursuant to Section 9.04 as in effect on the Second
Restatement Effective Date) or issuance of Preferred Stock (other than (x)
Disqualified Preferred Stock to the extent the proceeds therefrom are used to
effect Permitted Acquisitions, (y) Qualified Preferred Stock and (z) PIK
Preferred Stock issued on the Original Effective Date in accordance with the
requirements of Section 5.08 of the Original Credit Agreement) by the
Borrower or any of its Subsidiaries, an amount equal to the Applicable
Prepayment Percentage of the Net Cash Proceeds of the respective incurrence
of Indebtedness shall be applied as a mandatory repayment and/or commitment
reduction in accordance with the requirements of Sections 4.02(h) and (i).

                  (e) In addition to any other mandatory repayments or 
commitment reductions pursuant to this Section 4.02, on each date on or after 
the Original Effective Date on which the Borrower or any of its Subsidiaries 
receives any cash proceeds from any sale or issuance of Qualified Preferred 
Stock or common equity of (or cash capital contributions to) the Borrower or 
any of its Subsidiaries (other than proceeds received from (v) the Common 
Equity Issuance, (w) issuances of Borrower Common Stock to management of the 
Borrower and its Subsidiaries (including as a result of the exercise of any 
options with respect thereto) in an aggregate amount not to exceed $2,500,000 
in any fiscal year of the Borrower, (x) equity contributions to any 
Subsidiary of the Borrower made by the Borrower or any other Subsidiary of 
the Borrower, (y) any issuance of Qualified Preferred Stock or Borrower 
Common Stock to the extent the proceeds therefrom are used to effect 
Permitted Acquisitions and (z) additional issuances of Borrower Common Stock 
and Qualified Preferred Stock, to the extent that the aggregate proceeds 
excluded pursuant to this clause (z) (and clause (z) of Section 4.02(e) of 
each of the Original Credit Agreement and the First Amended and Restated 
Credit Agreement) after the Original Effective Date do not exceed 
$2,500,000), an amount equal to the Applicable Prepayment Percentage of the 
Net Cash Proceeds of the respective equity issuance or capital contribution 
shall be applied as a mandatory repayment and/or commitment reduction in 
accordance with the requirements of Sections 4.02(h) and (i); provided that 
Net Cash Proceeds received by the Borrower from additional sales or issuances 
of Borrower Common Stock or Qualified Preferred Stock shall not be required 
to be applied as a mandatory repayment (and/or commitment reduction, as the 
case may be) on the date of receipt thereof, to the extent that (x) no 
Default or Event of Default then exists and (y) the Borrower delivers a 
certificate to the Administrative Agent on or prior to such date stating that 
such Net Cash Proceeds shall be used or contractually committed to be used to 
make Capital Expenditures (including, without limitation, Permitted 
Acquisitions) within 270 days following the date of receipt of such Net Cash 
Proceeds (which certificate shall set forth the estimates of the proceeds to 
be so expended), and PROVIDED FURTHER, that (i) if all or any portion of such 
Net Cash Proceeds are not so used (or contractually committed to be used) 
within such 270-day period, such remaining portion shall be applied on the 
last day of such period as a mandatory repayment and/or commitment

                                     -38-

<PAGE>

reduction as provided above and (ii) if all or any portion of such Net Cash
Proceeds are not so used within such 270-day period referred to in clause (i)
above because such amount is contractually committed to be used and
subsequent to such date such contract is terminated or expires without such
portion being so used, such remaining portion shall be applied on the date of
such termination or expiration as a mandatory repayment and/or commitment
reduction as provided above.

                  (f) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, within 10 days following
each date on or after the Original Effective Date on which the Borrower or
any of its Subsidiaries receives any proceeds from any Recovery Event (other
than proceeds from Recovery Events in an amount less than $1,000,000 per
Recovery Event), an amount equal to 100% of the proceeds of such Recovery
Event (net of reasonable costs (including, without limitation, legal costs
and expenses) and taxes incurred in connection with such Recovery Event and
the amount of such proceeds required to be used to repay any Indebtedness
(other than Indebtedness of the Banks pursuant to this Agreement) which is
secured by the respective assets subject to such Recovery Event) shall be
applied as a mandatory repayment and/or commitment reduction in accordance
with the requirements of Sections 4.02(h) and (i); PROVIDED that (x) so long
as no Default or Event of Default then exists and such proceeds do not exceed
$2,500,000, such proceeds shall not be required to be so applied on such date
to the extent that an Authorized Officer of the Borrower has delivered a
certificate to the Administrative Agent on or prior to such date stating that
such proceeds shall be used or shall be committed to be used to replace or
restore any properties or assets in respect of which such proceeds were paid
within 360 days following the date of such Recovery Event (which certificate
shall set forth the estimates of the proceeds to be so expended) and (y) so
long as no Default or Event of Default then exists and to the extent that (a)
the amount of such proceeds exceeds $2,500,000, (b) the amount of such
proceeds, together with other cash available to the Borrower and its
Subsidiaries and permitted to be spent by them on Capital Expenditures during
the relevant period, equals at least 100% of the cost of replacement or
restoration of the properties or assets in respect of which such proceeds
were paid as determined by the Borrower and as supported by such estimates or
bids from contractors or subcontractors or such other supporting information
as the Administrative Agent may reasonably accept, (c) an Authorized Officer
of the Borrower has delivered to the Administrative Agent a certificate on or
prior to the date the application would otherwise be required pursuant to
this Section 4.02(f) in the form described in clause (x) above and also
certifying its determination as required by preceding clause (b) and
certifying the sufficiency of business interruption insurance as required by
succeeding clause (d), and (d) an Authorized Officer of the Borrower has
delivered to the Administrative Agent such evidence as the Administrative
Agent may reasonably request in form and substance reasonably satisfactory to
the Administrative Agent establishing that the Borrower has sufficient
business interruption insurance and that the Borrower will receive payment
thereunder in such amounts and at such times as are necessary to satisfy all
obligations and expenses of the Borrower (including, without limitation, all

                                     -39-
<PAGE>

debt service requirements, including pursuant to this Agreement), without any
delay or extension thereof, for the period from the date of the respective
casualty, condemnation or other event giving rise to the Recovery Event and
continuing through the completion of the replacement or restoration of
respective properties or assets, then the entire amount of the proceeds of
such Recovery Event and not just the portion in excess of $2,500,000 shall be
deposited with the Administrative Agent pursuant to a cash collateral
arrangement reasonably satisfactory to the Administrative Agent whereby such
proceeds shall be disbursed to the Borrower from time to time as needed to
pay or reimburse the Borrower or such Subsidiary actual costs incurred by it
in connection with the replacement or restoration of the respective
properties or assets (pursuant to such certification requirements as may be
established by the Administrative Agent), PROVIDED FURTHER, that at any time
while an Event of Default has occurred and is continuing, the Required Banks
may direct the Administrative Agent (in which case the Administrative Agent
shall, and is hereby authorized by the Borrower to, follow said directions)
to apply any or all proceeds then on deposit in such collateral account to
the repayment of Obligations hereunder in the same manner as proceeds would
be applied pursuant to the Security Agreement, and PROVIDED FURTHER, that if
all or any portion of such proceeds not required to be applied as a mandatory
repayment and/or commitment reduction pursuant to the second preceding
proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so
used or committed to be so used within 360 days after the date of the
respective Recovery Event or (B) if committed to be used within 360 days
after the date of receipt of such net proceeds and not so used within 18
months after the date of respective Recovery Event then, in either such case,
such remaining portion not used or committed to be used in the case of
preceding clause (A) and not used in the case of preceding clause (B) shall
be applied on the date occurring 360 days after the date of the respective
Recovery Event in the case of clause (A) above or the date occurring 18
months after the date of the respective Recovery Event in the case of clause
(B) above as a mandatory repayment and/or commitment reduction in accordance
with the requirements of Sections 4.02(h) and (i).

                  (g) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each Excess Cash Flow
Payment Date, an amount equal to the Applicable Excess Cash Flow Percentage
of the Adjusted Excess Cash Flow for the relevant Excess Cash Flow Payment
Period shall be applied as a mandatory repayment and/or commitment reduction
in accordance with the requirements of Sections 4.02(h) and (i).

                  (h) Each amount required to be applied pursuant to Sections
4.02(c), (d), (e), (f) and (g) in accordance with this Section 4.02(h) shall
be applied (i) first, to repay the outstanding principal amount of Term
Loans, with each such amount required to be applied to repay outstanding Term
Loans to be applied PRO RATA to each Tranche of Term Loans based upon the
then remaining principal amounts of the respective Tranches (with each
Tranche of Term Loans to be allocated that percentage of the amount to be
applied as is

                                     -40-
<PAGE>

equal to a fraction (expressed as a percentage) the numerator of which is
equal to the then outstanding principal amount of such Tranche of Term Loans
and the denominator of which is equal to the then outstanding principal
amount of all Term Loans), (ii) second, to the extent in excess of the
amounts required to be applied pursuant to preceding clause (i), to reduce
the Total Tranche C Term Loan Commitment and (iii) third, to the extent in
excess of the amounts required to be applied pursuant to the preceding
clauses (i) and (ii), to reduce the Total Revolving Loan Commitment (it being
understood and agreed that (x) the amount of any reduction to the Total
Tranche C Term Loan Commitment and/or Total Revolving Loan Commitment as
provided in immediately preceding clauses (ii) and (iii) shall be deemed to
be an application of proceeds for purposes of this Section 4.02(h) even
though cash is not actually applied and (y) any cash received by the Borrower
or such Subsidiary will be retained by such Person except to the extent that
such cash is otherwise required to be applied as provided in Section 4.02(a)
as a result of any reduction to the Total Revolving Loan Commitment). All
repayments or commitment reductions, as the case may be, of (x) outstanding
Term Loans and Tranche C Term Loan Commitments, on the one hand and (y)
Revolving Loan Commitments, on the other hand, pursuant to Sections 4.02(c),
(d), (e), (f) or (g) shall be applied to reduce the then remaining Scheduled
Repayments of the respective Tranche of Term Loans (in the case of preceding
clause (x)) or Scheduled Commitment Reductions (in the case of preceding
clause (y)), on a PRO RATA basis (based upon the then remaining Scheduled
Repayments of the respective Tranche or Scheduled Commitment Reductions, as
the case may be, after giving effect to all prior reductions thereto).

                  (i) With respect to each repayment of Loans required by
this Section 4.02, the Borrower may designate the Types of Loans of the
respective Tranche which are to be repaid and, in the case of Eurodollar
Loans, the specific Borrowing or Borrowings of the respective Tranche
pursuant to which made, PROVIDED that: (i) repayments of Eurodollar Loans
pursuant to this Section 4.02 may only be made on the last day of an Interest
Period applicable thereto unless (x) all Eurodollar Loans of the respective
Tranche with Interest Periods ending on such date of required repayment and
all Base Rate Loans of the respective Tranche have been paid in full and/or
(y) concurrently with such repayment, the Borrower pays all breakage costs
and other amounts owing to each Bank pursuant to Section 1.11; (ii) if any
repayment of Eurodollar Loans made pursuant to a single Borrowing shall
reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount applicable thereto, such
Borrowing shall be converted at the end of the then current Interest Period
into a Borrowing of Base Rate Loans; and (iii) each repayment of any Tranche
of Loans made pursuant to a Borrowing shall be applied PRO RATA among such
Tranche of Loans. In the absence of a designation by the Borrower as
described in the preceding sentence, the Administrative Agent shall, subject
to the above, make such designation in its sole discretion with a view, but
no obligation, to minimize breakage costs owing under Section 1.11.
Notwithstanding the foregoing provisions of this Section 4.02, if at any time
the mandatory repayment of Loans pursuant to Section 4.02(c), (d), (e), (f)
or (g) would result, after giving effect to the procedures set forth in this
clause

                                     -41-
<PAGE>

(i) above, in the Borrower incurring breakage costs under Section 1.10 as a
result of Eurodollar Loans being repaid other than on the last day of an
Interest Period applicable thereto (any such Eurodollar Loans, "Affected
Loans"), the Borrower may elect, by written notice to the Administrative
Agent, to have the provisions of the following sentence be applicable. At the
time any Affected Loans are otherwise required to be prepaid the Borrower may
elect to deposit 100% (or such lesser percentage elected by the Borrower as
not being repaid) of the principal amounts that otherwise would have been
paid in respect of the Affected Loans with the Administrative Agent to be
held as security for the obligations of the Borrower hereunder pursuant to a
cash collateral agreement to be entered into in form and substance
satisfactory to the Administrative Agent, with such cash collateral to be
released from such cash collateral account (and applied to repay the
principal amount of such Eurodollar Loans) upon each occurrence thereafter of
the last day of an Interest Period applicable to Eurodollar Loans of the
respective Facility (or such earlier date or dates as shall be requested by
the Borrower), with the amount to be so released and applied on the last day
of each Interest Period to be the amount of such Eurodollar Loans to which
such Interest Period applies (or, if less, the amount remaining in such cash
collateral account).

                  (j) Notwithstanding anything to the contrary contained
elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall
be repaid in full on the Swingline Expiry Date and (ii) all other then
outstanding Loans shall be repaid in full on the respective Maturity Date for
such Loans.

                  4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Administrative Agent for the ratable account of the Bank
or Banks entitled thereto not later than 12:00 Noon (New York time) on the
date when due and shall be made in immediately available funds and in U.S.
Dollars at the Payment Office. Any payments under this Agreement or under any
Note which are made later than 12:00 Noon (New York time) shall be deemed to
have been made on the next succeeding Business Day. Whenever any payment to
be made hereunder or under any Note 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 and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

                  4.04 NET PAYMENTS. (a) All payments made by the Borrower
hereunder or under any Note will be made without setoff, counterclaim or
other defense. Except as provided in Section 4.04(b), all such payments will
be made free and clear of, and without deduction or withholding for, any
present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature now or hereafter imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect
to such payments (but excluding, except as provided in the second succeeding
sentence, any tax imposed on or measured by the net income, net profits or
capital (including branch profits

                                     -42-
<PAGE>

tax) of a Bank pursuant to the laws of the jurisdiction in which it is
organized or the jurisdiction in which the principal office or applicable
lending office of such Bank is located or any subdivision thereof or therein)
and all interest, penalties or similar liabilities with respect to such
nonexcluded taxes, levies, imposts, duties, fees, assessments or other
charges (all such nonexcluded taxes, levies, imposts, duties, fees,
assessments or other charges being referred to collectively as "Taxes"). If
any Taxes are so levied or imposed, the Borrower agrees to pay the full
amount of such Taxes, and such additional amounts as may be necessary so that
every payment of all amounts due under this Agreement or under any Note,
after withholding or deduction for or on account of any Taxes, will not be
less than the amount provided for herein or in such Note. If any amounts are
payable in respect of Taxes pursuant to the preceding sentence, the Borrower
agrees to reimburse each Bank, upon the written request of such Bank, for
taxes imposed on or measured by the net income, net profits or capital
(including branch profits tax) of such Bank pursuant to the laws of the
jurisdiction in which such Bank is organized or in which the principal office
or applicable lending office of such Bank is located or under the laws of any
political subdivision or taxing authority of any such jurisdiction in which
such Bank is organized or in which the principal office or applicable lending
office of such Bank is located and for any withholding of taxes as such Bank
shall determine are payable by, or withheld from, such Bank in respect of
such amounts so paid to or on behalf of such Bank pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Bank
pursuant to this sentence. The Borrower will furnish to the Administrative
Agent within 45 days after the date the payment of any Taxes is due pursuant
to applicable law certified copies of tax receipts evidencing such payment by
the Borrower. The Borrower agrees to indemnify and hold harmless each Bank,
and reimburse such Bank upon its written request, for the amount of any Taxes
so levied or imposed and paid by such Bank.

                  (b) Each Bank party to this Agreement on the Second
Restatement Effective Date hereby represents that, as of the Second
Restatement Effective Date, all payments of principal, interest, and fees to
be made to it by the Borrower pursuant to this Agreement will be totally
exempt from withholding of United States federal tax. Each Bank that is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Original Effective Date (or
the First Restatement Effective Date or the Second Restatement Effective Date
in the case of any Bank that first becomes a party hereto on the First
Restatement Effective Date or the Second Restatement Effective Date, as the
case may be), or in the case of a Bank that is an assignee or transferee of
an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless
the respective Bank was already a Bank hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Bank, (i) two accurate and complete original signed copies of Internal
Revenue Service Form 4224 or 1001 (or successor forms) certifying to such
Bank's entitlement to a complete exemption from United States withholding tax
with respect to payments to be made under this Agreement and under any Note,
or (ii) if the Bank is not a

                                     -43-
<PAGE>

"bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot
deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause
(i) above, (x) a certificate substantially in the form of Exhibit D (any such
certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8 (or
successor form) certifying to such Bank's entitlement to a complete exemption
from United States withholding tax with respect to payments of interest to be
made under this Agreement and under any Note. In addition, each Bank agrees
that from time to time after the Second Restatement Effective Date, when a
lapse in time or change in circumstances renders the previous certification
obsolete or inaccurate in any material respect, and that upon the Borrower's
reasonable request after the occurrence of any other event requiring the
delivery of a Form 1001 and Form 4224 in addition to or in replacement of the
forms previously delivered, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section
4.04(b)(ii) Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish the entitlement of such Bank to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or it shall
immediately notify the Borrower and the Administrative Agent of its inability
to deliver any such Form or Certificate in which case such Bank shall not be
required to deliver any such Form or Certificate pursuant to this Section
4.04(b). Notwithstanding anything to the contrary contained in Section
4.04(a), but subject to Section 13.04(b) and the immediately succeeding
sentence, (x) the Borrower shall be entitled, to the extent it is required to
do so by law, to deduct or withhold income or similar taxes imposed by the
United States (or any political subdivision or taxing authority thereof or
therein) from interest, fees or other amounts payable hereunder for the
account of any Bank which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes to the extent that such Bank has not provided to the Borrower U.S.
Internal Revenue Service Forms that establish a complete exemption from such
deduction or withholding and (y) the Borrower shall not be obligated pursuant
to Section 4.04(a) hereof to gross-up payments to be made to a Bank in
respect of income or similar taxes imposed by the United States if (I) such
Bank has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 4.04(b) or
(II) in the case of a payment, other than interest, to a Bank described in
clause (ii) above, to the extent that such Forms do not establish a complete
exemption from withholding of such taxes. Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section
4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay
additional amounts and to indemnify each Bank in the manner set forth in
Section 4.04(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any Taxes deducted or withheld by
them as described in the immediately preceding sentence as a result of any
changes after the Second Restatement Effective Date in any applicable law,
treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of such
Taxes (or, if later, the date such Bank

                                     -44-
<PAGE>

became party to this Agreement). The Borrower shall not be required to pay
any additional amounts or indemnification under Section 4.04(a) to any Bank
to the extent that the obligation to pay such additional amounts or
indemnification would not have arisen but for the representation set forth in
the first sentence of Section 4.04(b) above made by the Bank not being true.

                  (c) If the Borrower pays any additional amount under this
Section 4.04 to a Bank and such Bank determines in its sole discretion that
it has actually received or realized in connection therewith any refund or
any reduction of, or credit against, its Tax liabilities in or with respect
to the taxable year in which the additional amount is paid, such Bank shall
pay to the Borrower an amount that the Bank shall, in its sole discretion,
determine is equal to the net benefit, after tax, which was obtained by the
Bank in such year as a consequence of such refund, reduction or credit.

                  (d) Each Bank shall use reasonable efforts (consistent with
legal and regulatory restrictions and subject to overall policy
considerations of such Bank) (i) to file any certificate or document or to
furnish any information as reasonably requested by the Borrower pursuant to
any applicable treaty, law or regulation or (ii) to designate a different
applicable lending office of such Bank, if the making of such filing or the
furnishing of such information or the designation of such other lending
office would avoid the need for or reduce the amount of any additional
amounts payable by the Borrower and would not, in the sole discretion of such
Bank, be disadvantageous to such Bank.

                  (e) The provisions of this Section 4.04 are subject to the
provisions of Section 13.18 (to the extent applicable).

                  SECTION 5A. CONDITIONS PRECEDENT TO SECOND RESTATEMENT
EFFECTIVE DATE. The occurrence of the Second Restatement Effective Date
pursuant to Section 13.10, and the obligation of each Bank to continue and/or
make Loans hereunder, and the obligation of the Letter of Credit Issuer to
issue Letters of Credit hereunder, in each case on the Second Restatement
Effective Date, are subject at the time of the occurrence of the Second
Restatement Effective Date to the satisfaction of the following conditions:

                  5A.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the
Second Restatement Effective Date, (i) this Agreement shall have been
executed and delivered as provided in Section 13.10 and (ii) there shall have
been delivered to the Administrative Agent for the account of each Bank the
appropriate Tranche A Term Note, Tranche B Term Note, Tranche C Term Note and
Revolving Note and to BTCo the Swingline Note, in each case executed by the
Borrower and in the amount, maturity and as otherwise provided herein.

                                     -45-
<PAGE>

                  5A.02 OFFICER'S CERTIFICATE. On the Second Restatement
Effective Date, the Administrative Agent shall have received a certificate
dated such date signed by an appropriate officer of the Borrower stating that
all of the applicable conditions set forth in Sections 5A.04 through 5A.08,
inclusive, 5A.16 and 6.01 (other than such conditions that are subject to the
satisfaction of the Agents and/or the Required Banks), have been satisfied on
such date.

                  5A.03 OPINIONS OF COUNSEL. On the Second Restatement
Effective Date, the Administrative Agent shall have received opinions,
addressed to each Agent, the Collateral Agent and each of the Banks and dated
the Second Restatement Effective Date, from (i) O'Sullivan Graev & Karabell,
LLP, special counsel to the Credit Parties, which opinion shall cover the
relevant matters contained in Exhibit E-1 and such other matters incident to
the transactions contemplated herein as the Agents and the Required Banks may
reasonably request and be in form and substance reasonably satisfactory to
the Agents and the Required Banks and (ii) Russell Phillips, Esq., General
Counsel of the Borrower, which opinion shall cover the relevant matters
contained in Exhibit E-2 and such other matters incident to the transactions
contemplated herein as the Agents and the Required Banks may reasonably
request and be in form and substance reasonably satisfactory to the Agents
and the Required Banks.

                  5A.04 CORPORATE DOCUMENTS; PROCEEDINGS. (a) On the Second
Restatement Effective Date, the Administrative Agent shall have received from
the Borrower and each New Credit Party a certificate, dated the Second
Restatement Effective Date, signed by the chairman, a vice-chairman, the
president or any vice-president of such New Credit Party and attested to by
the secretary or any assistant secretary of such New Credit Party, in the
form of Exhibit F-1 with appropriate insertions, together with copies of the
certificate of incorporation, by-laws or equivalent organizational documents
of such New Credit Party and the resolutions of such New Credit Party
referred to in such certificate and all of the foregoing (including each such
certificate of incorporation, by-laws or other organizational document) shall
be reasonably satisfactory to the Agents.

                  (b) On the Second Restatement Effective Date, the
Administrative Agent shall have received a certificate from each Credit Party
(other than the New Credit Parties) (x) certifying that there were no changes,
or providing the text of any changes, to the certificate of incorporation,
by-laws or equivalent organizational documents of such Credit Party as delivered
pursuant to Section 5.04 of each of the Original Credit Agreement and the First
Amended and Restated Credit Agreement, (y) to the effect that such Credit Party
is in good standing in its respective state of organization and in those states
where such Credit Party conducts business and (z) providing the resolutions
adopted by such Credit Party with respect to the actions contemplated by this
Agreement (including, without limitation, with respect to the amendment and
restatement of this Agreement, and the obligations of such Credit Party with
respect to the increased extensions of credit pursuant hereto), and all of the

                                     -46-
<PAGE>

foregoing shall be acceptable to the Agents.

                  (c) On the Second Restatement Effective Date, all Company
and legal proceedings and all instruments and agreements in connection with
the transactions contemplated by this Agreement and the other Documents shall
be reasonably satisfactory in form and substance to the Agents, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates,
bring-down certificates and any other records of Company proceedings and
governmental approvals, if any, which either Agent reasonably may have
requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper Company or governmental authorities.

                  5A.05 ADVERSE CHANGE, ETC. (a) On the Second Restatement
Effective Date, since December 31, 1997, nothing shall have occurred which
(i) the Required Banks or either Agent shall reasonably determine has had, or
could reasonably be expected to have, a material adverse effect on the rights
or remedies of the Banks or the Agents or on the ability of any Credit Party
to perform its obligations to them hereunder or under any other Credit
Document or (ii) has had a material adverse effect on the Transaction or a
Material Adverse Effect.

                  (b) On the Second Restatement Effective Date, there shall
not have occurred and be continuing any material adverse change to the
syndication market for credit facilities similar in nature to this Agreement
and there shall not have occurred and be continuing a material disruption or
a material adverse change in financial, banking or capital markets that would
have a material adverse effect on the syndication, in each case as determined
by the Agents in their reasonable discretion.

                  5A.06 LITIGATION. On the Second Restatement Effective Date,
there shall be no actions, suits, proceedings or investigations pending or
threatened (x) with respect to this Agreement or any other Document (except
as set forth on Schedule XIII) or the Transaction, (y) with respect to any
Existing Indebtedness or (z) which either Agent or the Required Banks shall
determine could reasonably be expected to have (i) a Material Adverse Effect
or (ii) a material adverse effect on the Transaction, the rights or remedies
of the Banks or the Agents hereunder or under any other Credit Document or on
the ability of any Credit Party to perform its respective obligations to the
Banks or the Agents hereunder or under any other Credit Document.

                  5A.07 APPROVALS. On or prior to the Second Restatement
Effective Date, all necessary governmental (domestic and foreign), regulatory
and third party approvals in connection with any Existing Indebtedness and
the Transaction (other than the ASHS Acquisition and the ASHS Acquired
Subsidiaries Refinancing) shall have been obtained and remain in full force
and effect and evidence thereof shall have been provided to the

                                     -47-
<PAGE>

Administrative Agent. Additionally, there shall not exist any judgment,
order, injunction or other restraint issued or filed or a hearing seeking
injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon, or materially delaying, or
making economically unfeasible, the consummation of the Transaction or the
making of the Loans.

                  5A.08 REVOLVER REFINANCING. (a) On the Second Restatement
Effective Date and concurrently with the incurrence of Loans on such date,
the Borrower shall have repaid $53,600,000 of outstanding Revolving Loans in
accordance with the requirements of Section 4.01.

                  (b) On the Second Restatement Effective Date and after
giving effect to the Revolver Refinancing and the incurrence of Loans on the
Second Restatement Effective Date, the Borrower and its Subsidiaries shall
have no Indebtedness or Preferred Stock outstanding other than (i) the Loans,
(ii) the Senior Subordinated Notes, (iii) the PIK Preferred Stock and (iv)
certain other indebtedness existing on the Second Restatement Effective Date
as listed on Schedule IV in an aggregate outstanding principal amount not to
exceed $37,000,000 (with the Indebtedness at any time listed on Schedule IV
being herein called the "Scheduled Existing Indebtedness" and the Scheduled
Existing Indebtedness, together with the Senior Subordinated Notes, being
herein called the "Existing Indebtedness"). On and as of the Second
Restatement Effective Date, all of the Existing Indebtedness shall remain
outstanding after giving effect to the Revolver Refinancing and the
incurrence of Loans on such date without any default or event of default
existing thereunder or arising as a result thereof (except to the extent (x)
amended or waived by the parties thereto on terms and conditions satisfactory
to the Agents and the Required Banks or (y) the aggregate principal amount of
the Scheduled Existing Indebtedness subject or giving rise to a default or
event of default does not exceed $3,000,000), and there shall not be any
amendments or modifications to the Existing Indebtedness Agreements other
than as requested or approved by the Agents or the Required Banks.

                  5A.09 SECURITY DOCUMENTS; ETC. (a) On the Second
Restatement Effective Date, each of the Credit Parties shall have duly
authorized, executed and delivered an Amended and Restated Pledge Agreement
in the form of Exhibit G (as so amended and restated and as the same may be
further amended, amended and restated, modified and/or supplemented from time
to time in accordance with the terms thereof and hereof, the "Pledge
Agreement") and shall have delivered to the Collateral Agent, as pledgee
thereunder, all of the Pledged Securities referred to therein then owned by
such Credit Parties and required to be pledged pursuant to the terms thereof,
endorsed in blank in the case of promissory notes or accompanied by executed
and undated stock powers in the case of capital stock, along with evidence
that all other actions necessary or, in the reasonable opinion of the
Collateral Agent, desirable, to perfect the security interests purported to
be created by the Pledge Agreement have been taken, and the Pledge Agreement
shall be in full

                                     -48-
<PAGE>

force and effect.

                  (b) On the Second Restatement Effective Date, each of the
Credit Parties shall have duly authorized, executed and delivered an Amended
and Restated Security Agreement in the form of Exhibit H (as so amended and
restated and as the same may be further amended, amended and restated,
modified and/or supplemented from time to time in accordance with the terms
thereof and hereof, the "Security Agreement") covering all of the Security
Agreement Collateral, together with evidence that all other actions necessary
or, in the reasonable opinion of the Collateral Agent, desirable, to perfect
the security interests purported to be created by the Security Agreement have
been taken, and the Security Agreement shall be in full force and effect.

                  5A.10 SUBSIDIARIES GUARANTY. On the Second Restatement
Effective Date, each Subsidiary Guarantor shall have duly authorized,
executed and delivered an Amended and Restated Subsidiaries Guaranty in the
form of Exhibit I (as so amended and restated and as the same may be further
amended, amended and restated, modified and/or supplemented from time to time
in accordance with the terms thereof and hereof, the "Subsidiaries
Guaranty"), and the Subsidiaries Guaranty shall be in full force and effect.

                  5A.11 EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS;
MANAGEMENT AGREEMENTS; EMPLOYMENT AGREEMENTS; COLLECTIVE BARGAINING
AGREEMENTS; EXISTING INDEBTEDNESS AGREEMENTS; MATERIAL CONTRACTS; TAX
ALLOCATION AGREEMENTS. (a) On the Second Restatement Effective Date, there
shall have been delivered to the Administrative Agent true and correct
copies, certified as true and complete by an appropriate officer of the
Borrower of the following documents (in each case except to the extent
already delivered or made available for review by the Administrative Agent on
or prior to the First Restatement Effective Date), in each case as same will
be in effect on the Second Restatement Effective Date after the consummation
of the Revolver Refinancing and the incurrence of Loans on such date:

                    (i) all Plans (and for each Plan that is required to file
         an annual report on Internal Revenue Service Form 5500-series, a
         copy of the most recent such report (including, to the extent
         required, the related financial and actuarial statements and
         opinions and other supporting statements, certifications, schedules
         and information), and for each Plan that is a "single-employer
         plan", as defined in Section 4001(a)(15) of ERISA, the most recently
         prepared actuarial valuation therefor) and any other "employee
         benefit plans", as defined in Section 3(3) of ERISA, and any other
         material agreements, plans or arrangements, with or for the benefit
         of current or former employees of the Borrower or any of its
         Subsidiaries or any ERISA Affiliate (provided that the foregoing
         shall apply in the case of any multiemployer plan, as defined in
         4001(a)(3) of ERISA, only to the extent that any document described
         therein is in the possession of the Borrower or any Subsidiary of
         the Borrower or

                                     -49-
<PAGE>


         any ERISA Affiliate or reasonably available thereto from the sponsor
         or trustee of any such plan) (collectively, together with any
         agreements, plans or arrangements referred to in Section 5.12(i) of
         the Original Credit Agreement and Section 5.13(a)(i) of the First
         Amended and Restated Credit Agreement and any amendments thereto
         referred to in Section 5A.11(b) and Section 5.13(b) of the First
         Amended and Restated Credit Agreement, the "Employee Benefit Plans");

                   (ii) all agreements (including, without limitation,
         shareholders' agreements, subscription agreements and registration
         rights agreements) entered into by the Borrower or any of its
         Subsidiaries governing the terms and relative rights of its capital
         stock and any agreements entered into by shareholders relating to
         any such entity with respect to its capital stock (collectively,
         together with any agreements referred to in Section 5.12(ii) of the
         Original Credit Agreement and Section 5.13(a)(ii) of the First
         Amended and Restated Credit Agreement and any amendments thereto
         referred to in Section 5A.11(b) and Section 5.13(b) of the First
         Amended and Restated Credit Agreement, the "Shareholders'
         Agreements");

                  (iii) all material agreements with members of, or with
         respect to, the management of the Borrower or any of its
         Subsidiaries (collectively, together with any agreements referred to
         in Section 5.12(iii) of the Original Credit Agreement and Section
         5.13(a)(iii) of the First Amended and Restated Credit Agreement and
         any amendments thereto referred to in Section 5A.11(b) and Section
         5.13(b) of the First Amended and Restated Credit Agreement, the
         "Management Agreements");

                   (iv) any material employment agreements entered into by
         the Borrower or any of its Subsidiaries (collectively, together with
         any agreements referred to in Section 5.12(iv) of the Original
         Credit Agreement and Section 5.13(a)(iv) of the First Amended and
         Restated Credit Agreement and any amendments thereto referred to in
         Section 5A.11(b) and Section 5.13(b) of the First Amended and
         Restated Credit Agreement, the "Employment Agreements");

                    (v) all collective bargaining agreements applying or
         relating to any employee of the Borrower or any of its Subsidiaries
         (collectively, together with any agreements referred to in Section
         5.12(v) of the Original Credit Agreement and Section 5.13(a)(v) of
         the First Amended and Restated Credit Agreement and any amendments
         thereto referred to in Section 5A.11(b) and Section 5.13(b) of the
         First Amended and Restated Credit Agreement, the "Collective
         Bargaining Agreements");

                   (vi) all agreements evidencing or relating to Existing
         Indebtedness of the Borrower or any of its Subsidiaries
         (collectively, together with any agreements referred to in Section
         5.12(vi) of the Original Credit Agreement and Section 5.13(a)(vi) of
         the First Amended and Restated Credit Agreement and any

                                     -50-
<PAGE>

         amendments thereto referred to in Section 5A.11(b) and Section
         5.13(b) of the First Amended and Restated Credit Agreement, the
         "Existing Indebtedness Agreements");

                  (vii) all other material contracts and licenses (other than
         certificates of need) of the Borrower and any of its Subsidiaries
         (collectively, together with any agreements referred to in Section
         5.12(vii) of the Original Credit Agreement and Section 5.13(a)(vii)
         of the First Amended and Restated Credit Agreement and any
         amendments thereto referred to in Section 5A.11(b) and Section
         5.13(b) of the First Amended and Restated Credit Agreement, the
         "Material Contracts"); and

                 (viii) any tax sharing or tax allocation agreements entered
         into by the Borrower or any of its Subsidiaries (collectively,
         together with any agreements referred to in Section 5.12(viii) of
         the Original Credit Agreement and Section 5.13(a)(viii) of the First
         Amended and Restated Credit Agreement and any amendments thereto
         referred to in Section 5A.11(b) and Section 5.13(b) of the First
         Amended and Restated Credit Agreement, the "Tax Allocation
         Agreements");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Existing
Indebtedness Agreements, Material Contracts and Tax Allocation Agreements
shall be in form and substance satisfactory to the Agents and the Required
Banks.

                  (b) On or prior to the Second Restatement Effective Date,
the Administrative Agent shall have received (i) a certification from the
appropriate officer of the Borrower that all agreements and plans referenced
in Section 5.12 of the Original Credit Agreement and Section 5.13 of the
First Amended and Restated Credit Agreement, previously delivered (or made
available) to the Administrative Agent by each Credit Party, remain in full
force and effect (or specifying which of such agreements and plans do not
remain in full force and effect) and (ii) any amendments to the agreements
and plans referred to in Section 5.12 of the Original Credit Agreement and
Section 5.13 of the First Amended and Restated Credit Agreement.

                  5A.12 CONSENT LETTER. On the Second Restatement Effective
Date, the Administrative Agent shall have received a letter from CT
Corporation System, presently located at 1633 Broadway, New York, New York
10019, substantially in the form of Exhibit J, indicating its consent to its
appointment by the Borrower and each Subsidiary Guarantor as its agent to
receive service of process as specified in Section 13.08 or the Subsidiaries
Guaranty, as the case may be.

                  5A.13 SOLVENCY CERTIFICATE. On or before the Second
Restatement Effective Date, the Administrative Agent shall have received a
solvency certificate in the form of Exhibit K-1 from the chief financial
officer of the Borrower, dated the Second Restatement

                                     -51-
<PAGE>

Effective Date, and supporting the conclusion that, after giving effect to
the Transaction (other than the ASHS Acquisition and the ASHS Acquired
Subsidiaries Refinancing) and the incurrence of all financings contemplated
herein, the Borrower (on a stand-alone basis) and the Borrower and its
Subsidiaries (on a consolidated basis), in each case, are not insolvent and
will not be rendered insolvent by the indebtedness incurred in connection
herewith, will not be left with unreasonably small capital with which to
engage in its or their respective businesses and will not have incurred debts
beyond its or their ability to pay such debts as they mature and become due.

                  5A.14  NEW PRO FORMA BALANCE SHEET; PROJECTIONS.  (a)  On
or prior to the Second Restatement Effective Date, there shall have been
delivered to the Administrative Agent an unaudited PRO FORMA consolidated
balance sheet of the Borrower and its Subsidiaries as of June 30, 1998 and,
after giving effect to the Original Transaction, the MTI Transaction, the
Transaction (other than the ASHS Acquisition and the ASHS Acquired
Subsidiaries Refinancing) and the incurrence of all Indebtedness (including
the Loans and the Senior Subordinated Notes) contemplated herein (the "New
PRO FORMA Balance Sheet"), together with a related funds flow statement,
which New PRO FORMA Balance Sheet and funds flow statement shall be
reasonably satisfactory to the Agents and the Required Banks.

                  (b) On or prior to the Second Restatement Effective Date,
there shall have been delivered to the Administrative Agent detailed
projected consolidated financial statements of the Borrower and its
Subsidiaries certified by the chief operating officer or treasurer of the
Borrower for the five fiscal years ended after the Second Restatement
Effective Date (the "Projections"), which Projections (x) shall reflect the
forecasted consolidated financial conditions and income and expenses of the
Borrower and its Subsidiaries after giving effect to the Original
Transaction, the MTI Transaction the Transaction and the related financing
thereof and the other transactions contemplated hereby and (y) shall be
reasonably satisfactory in form and substance to the Agents and the Required
Banks.

                  5A.15 PAYMENT OF FEES. On the Second Restatement Effective
Date, all costs, fees and expenses, and all other compensation due to the
Agents or the Banks (including, without limitation, legal fees and expenses)
shall have been paid to the extent due.

                  5A.16 FIRST AMENDED AND RESTATED CREDIT AGREEMENT; ETC. On
the Second Restatement Effective Date (after giving effect to the incurrence
of Loans on such date), (i) all Revolving Loans outstanding pursuant to the
First Amended and Restated Credit Agreement shall have been repaid in full
(and the Borrower shall have paid all breakage and similar costs resulting
therefrom in accordance with the provisions of Section 1.11 of the First
Amended and Restated Credit Agreement), (ii) all outstanding Swingline Loans
shall be repaid in full on the Second Restatement Effective Date, (iii) each
of the Existing RL Banks

                                     -52-
<PAGE>

and BTCo shall have received payment in full of all amounts (including any
accrued and unpaid interest and fees) then due and owing to it under the
First Amended and Restated Credit Agreement in respect of its Revolving Loans
or Swingline Loans, as the case may be, being repaid, (iv) all accrued
interest on all outstanding extensions of credit pursuant to the First
Amended and Restated Credit Agreement, and all regularly accruing fees
pursuant to the Amended and Restated Credit Agreement, shall be paid in full
on, and through, the Second Restatement Effective Date (whether or not same
would otherwise be then due and payable pursuant to the First Amended and
Restated Credit Agreement) and (v) the Administrative Agent shall have
received evidence in form, scope and substance satisfactory to it that the
matters set forth in this Section 5A.16 have been satisfied on such date.

                  SECTION 5B. CONDITIONS PRECEDENT TO ASHS ACQUISITION DATE.
The occurrence of the ASHS Acquisition Date and the obligation of each Bank
to make Tranche C Term Loans hereunder, in each case on the ASHS Acquisition
Date, are subject at the time of the occurrence of the ASHS Acquisition Date
to the satisfaction of the following conditions:

                  5B.01 OFFICER'S CERTIFICATE. On the ASHS Acquisition Date,
the Administrative Agent shall have received a certificate dated such date
signed by an appropriate officer of the Borrower stating that all of the
applicable conditions set forth in Sections 5B.03 through 5B.08, inclusive,
and 6.01 (other than such conditions that are subject to the satisfaction of
the Agents and/or the Required Banks), have been satisfied on such date.

                  5B.02 OPINIONS OF COUNSEL. On the ASHS Acquisition Date,
the Administrative Agent shall have received opinions, addressed to each
Agent, the Collateral Agent and each of the Banks and dated the ASHS
Acquisition Date, from (i) O'Sullivan Graev & Karabell, LLP, special counsel
to the Credit Parties, which opinion shall cover such matters incident to the
transactions contemplated herein as the Agents and the Required Banks may
reasonably request and be in form and substance reasonably satisfactory to
the Agents and the Required Banks and (ii) Russell Phillips, Esq., General
Counsel of the Borrower, which opinion shall cover such matters incident to
the transactions contemplated herein as the Agents and the Required Banks may
reasonably request and be in form and substance reasonably satisfactory to
the Agents and the Required Banks, (iii) counsel rendering such opinions,
reliance letters addressed to each Agent and each of the Banks and dated the
ASHS Acquisition Date, with respect to all legal opinions delivered in
connection with the ASHS Acquisition, which opinions shall cover such matters
as the Agents may reasonably request and be in form and substance reasonably
satisfactory to the Agents and (iv) local counsel to the Credit Parties
and/or the Agents reasonably satisfactory to the Agents, which opinions (x)
shall be addressed to each Agent, the Collateral Agent and each of the Banks
and be dated the ASHS Acquisition Date, (y) shall cover the perfection of the
security interests granted pursuant to the Security Documents and such other
matters incident to the

                                     -53-
<PAGE>

transactions contemplated herein as the Agents may reasonably request and (z) 
shall be in form and substance reasonably satisfactory to the Agents.

                  5B.03 CORPORATE DOCUMENTS; PROCEEDINGS. (a) On the ASHS 
Acquisition Date, the Administrative Agent shall have received from each ASHS 
Acquired Subsidiary a certificate, dated the ASHS Acquisition Date, signed by 
the chairman, a vice-chairman, the president or any vice-president of such 
ASHS Acquired Subsidiary and attested to by the secretary or any assistant 
secretary of such ASHS Acquired Subsidiary, in the form of Exhibit F-2 with 
appropriate insertions, together with copies of the certificate of 
incorporation, by-laws or equivalent organizational documents of such ASHS 
Acquired Subsidiary and the resolutions of such ASHS Acquired Subsidiary 
referred to in such certificate and all of the foregoing (including each such 
certificate of incorporation, by-laws or other organizational document) shall 
be reasonably satisfactory to the Agents.

                  (b) On the ASHS Acquisition Date, all Company and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Documents shall be
reasonably satisfactory in form and substance to the Agents, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates,
bring-down certificates and any other records of Company proceedings and
governmental approvals, if any, which either Agent reasonably may have requested
in connection therewith, such documents and papers, where appropriate, to be
certified by proper Company or governmental authorities.

                  5B.04 ADVERSE CHANGE, ETC. On the ASHS Acquisition Date, 
since December 31, 1997, nothing shall have occurred which (i) the Required 
Banks or either Agent shall reasonably determine has had, or could reasonably 
be expected to have, a material adverse effect on the rights or remedies of 
the Banks or the Agents or on the ability of any Credit Party to perform its 
obligations to them hereunder or under any other Credit Document or (ii) has 
had a material adverse effect on the Transaction or a Material Adverse Effect.

                  5B.05 LITIGATION. On the ASHS Acquisition Date, there shall 
be no actions, suits, proceedings or investigations pending or threatened (x) 
with respect to this Agreement or any other Document (except as set forth on 
Schedule XIII hereto) or the Transaction, (y) with respect to any Existing 
Indebtedness or (z) which either Agent or the Required Banks shall determine 
could reasonably be expected to have (i) a Material Adverse Effect or (ii) a 
material adverse effect on the Transaction, the rights or remedies of the 
Banks or the Agents hereunder or under any other Credit Document or on the 
ability of any Credit Party to perform its respective obligations to the 
Banks or the Agents hereunder or under any other Credit Document.

                                     -54-
<PAGE>

                  5B.06 APPROVALS. On or prior to the ASHS Acquisition Date, 
(i) all necessary governmental (domestic and foreign), regulatory and third 
party approvals in connection with any Existing Indebtedness, the 
Transaction, the transactions contemplated by the Documents and otherwise 
referred to herein or therein shall have been obtained and remain in full 
force and effect and evidence thereof shall have been provided to the 
Administrative Agent, and (ii) all applicable waiting periods shall have 
expired without any action being taken by any competent authority which 
restrains, prevents or imposes materially adverse conditions upon the 
consummation of the Transaction, the making of the Loans and the transactions 
contemplated by the Documents or otherwise referred to herein or therein. 
Additionally, there shall not exist any judgment, order, injunction or other 
restraint issued or filed or a hearing seeking injunctive relief or other 
restraint pending or notified prohibiting or imposing materially adverse 
conditions upon, or materially delaying, or making economically unfeasible, 
the consummation of the Transaction or the making of the Loans.

                  5B.07 CONSUMMATION OF ASHS ACQUISITION. On or prior to the 
ASHS Acquisition Date, (i) there shall have been delivered to the 
Administrative Agent a true and correct copy of the ASHS Acquisition 
Agreement, certified as such by an appropriate officer of the Borrower, which 
shall be in the form previously provided to the Administrative Agent with 
such amendments, modifications and waivers as shall be in form and substance 
satisfactory to the Agents, (ii) the ASHS Acquisition, including all of the 
terms and conditions thereof, shall have been duly approved by the requisite 
boards of directors and (if required by applicable law) the requisite 
shareholders of the Borrower, Embarcadero I, Embarcadero II, MMRI and ASHS 
and all ASHS Acquisition Documents shall have been duly executed and 
delivered by the parties thereto and be in full force and effect, (iii) the 
representations and warranties set forth in the ASHS Acquisition Documents 
shall be true and correct in all material respects as if made on and as of 
the ASHS Acquisition Date, (iv) each of the conditions precedent to the 
consummation of the ASHS Acquisition Date as set forth in the ASHS 
Acquisition Documents shall have been satisfied, and not waived except with 
the consent of each Agent and the Required Banks, to the satisfaction of each 
Agent and the Required Banks, (v) all Liens or Indebtedness to be incurred or 
assumed in connection with the ASHS Acquisition shall otherwise be permitted 
under this Agreement (including, without limitation, Sections 9.01 and 9.04), 
and (vi) the ASHS Acquisition shall have been consummated in accordance with 
the ASHS Acquisition Documents and all applicable law.

                  5B.08 ASHS ACQUIRED SUBSIDIARIES REFINANCING. (a) On the 
ASHS Acquisition Date and concurrently with the incurrence of Tranche C Term 
Loans on such date, approximately $14,000,000 of Indebtedness of the ASHS 
Acquired Subsidiaries consisting of existing Capitalized Lease Obligations, 
purchase money indebtedness and certain other Indebtedness shall have been 
repaid in full, together with all fees and other amounts owing thereon (the 
"ASHS Acquired Subsidiary Refinanced Indebtedness").

                  (b) On the ASHS Acquisition Date and concurrently with the
incurrence of 

                                     -55-
<PAGE>

Loans on such date, all security interests in respect of, and Liens securing, 
the ASHS Acquired Subsidiary Refinanced Indebtedness shall have been 
terminated and released, and the Administrative Agent shall have received all 
such releases as may have been requested by the Administrative Agent, which 
releases shall be in form and substance satisfactory to the Agents and the 
Required Banks. Without limiting the foregoing, there shall have been 
delivered to the Administrative Agent (x) proper termination statements (Form 
UCC-3 or the appropriate equivalent) for filing under the UCC of each 
jurisdiction where a financing statement (Form UCC-1 or the appropriate 
equivalent) was filed with respect to any ASHS Acquired Subsidiary in 
connection with the security interests created with respect to the ASHS 
Acquired Subsidiary Refinanced Indebtedness and the documentation related 
thereto, (y) terminations or reassignments of any security interest in, or 
Lien on, any patents, trademarks, copyrights, or similar interests of ASHS 
Acquired Subsidiaries on which filings have been made and (z) terminations of 
all mortgages, leasehold mortgages and deeds of trust created with respect to 
property of the ASHS Acquired Subsidiaries, in each case, to secure the 
obligations under the ASHS Acquired Subsidiary Refinanced Indebtedness, all 
of which shall be in form and substance satisfactory to the Agents and the 
Required Banks.

                  (c) On the ASHS Acquisition Date and after giving effect to 
the Transaction, the Borrower and its Subsidiaries shall have no Indebtedness 
or Preferred Stock outstanding other than (i) the Loans, (ii) the Senior 
Subordinated Notes, (iii) the PIK Preferred Stock, (iv) the Scheduled 
Existing Indebtedness (including the ASHS Scheduled Existing Indebtedness as 
set forth on updated Schedule IV delivered pursuant to Section 5B.14) and (v) 
such other Indebtedness incurred after the Second Restatement Effective Date 
and prior to the ASHS Acquisition Date as permitted by Section 9.04. On and 
as of the ASHS Acquisition Date, all of the Scheduled Existing Indebtedness 
shall remain outstanding after giving effect to the Transaction and the other 
transactions contemplated hereby without any default or event of default 
existing thereunder or arising as a result of the Transaction and the other 
transactions contemplated hereby (except to the extent (x) amended or waived 
by the parties thereto on terms and conditions satisfactory to the Agents and 
the Required Banks and (y) the aggregate principal amount of the Scheduled 
Existing Indebtedness subject or giving rise to a default or event of default 
does not exceed $3,000,000), and there shall not be any amendments or 
modifications to the Existing Indebtedness Agreements other than as requested 
or approved by the Agents or the Required Banks.

                  (d) The Administrative Agent shall have received evidence 
in form, scope and substance satisfactory to the Agents and the Required 
Banks that the matters set forth in this Section 5B.08 have been satisfied on 
the ASHS Acquisition Date.

                  5B.09 SECURITY DOCUMENTS. (a) On the ASHS Acquisition Date,
each of the ASHS Acquired Subsidiaries shall have duly authorized, executed and
delivered to the Administrative Agent a counterpart of the Pledge Agreement, and
shall have delivered to the Collateral Agent, as pledgee thereunder, (x) all of
the Pledged Securities referred to therein 

                                     -56-
<PAGE>

then owned by such ASHS Acquired Subsidiaries and required to be pledged 
pursuant to the terms thereof, endorsed in blank in the case of promissory 
notes or accompanied by executed and undated stock powers in the case of 
capital stock, (y) updates, as necessary, to the schedules to the Pledge 
Agreement (as prepared as of the ASHS Acquisition Date and after giving 
effect thereto) and (z) such other evidence that all other actions necessary 
or, in the reasonable opinion of the Collateral Agent, desirable, to perfect 
the security interests purported to be created by the Pledge Agreement have 
been taken, and the Pledge Agreement shall be in full force and effect.

                  (b) On the ASHS Acquisition Date, each of the ASHS Acquired
Subsidiaries shall have duly authorized, executed and delivered to the
Administrative Agent a counterpart of the Security Agreement, and shall have
delivered to the Collateral Agent:

                  (A) updated schedules to the Security Agreement, prepared as
         of the ASHS Acquisition Date (and after giving effect thereto);

                  (B) executed copies of Financing Statements (Form UCC-1) or
         appropriate local equivalent in appropriate form for filing under the
         UCC or appropriate local equivalent of each jurisdiction as may be
         necessary or, in the reasonable opinion of the Collateral Agent,
         desirable to perfect the security interests purported to be created by
         the Security Agreement;

                  (C) certified copies of Requests for Information or Copies
         (Form UCC-11), or equivalent reports, each of a recent date listing all
         effective financing statements that name the ASHS Acquired Subsidiaries
         as debtor and that are filed in the jurisdictions referred to in clause
         (A) above, together with copies of such financing statements (none of
         which shall cover the Collateral except (x) those with respect to which
         appropriate termination statements executed by the secured lender
         thereunder have been delivered to the Collateral Agent and (y) to the
         extent evidencing Permitted Liens);

                  (D) evidence of the completion of all other recordings and
         filings of, or with respect to, the Security Agreement as may be
         necessary or, in the reasonable opinion of the Collateral Agent,
         desirable, to perfect the security interests purported to be created by
         the Security Agreement; and

                  (E) evidence that all other actions necessary or, in the
         reasonable opinion of the Collateral Agent, desirable, to perfect the
         security interests purported to be created by the Security Agreement
         have been taken;

and the Security Agreement shall be in full force and effect.

                                     -57-
<PAGE>

                  5B.10 SUBSIDIARIES GUARANTY   On the ASHS Acquisition Date, 
each ASHS Acquired Subsidiary shall have duly authorized, executed and 
delivered a counterpart of the Subsidiaries Guaranty, and the Subsidiaries 
Guaranty shall be in full force and effect.

                  5B.11 EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS; 
MANAGEMENT AGREEMENTS; EMPLOYMENT AGREEMENTS; COLLECTIVE BARGAINING 
AGREEMENTS; EXISTING INDEBTEDNESS AGREEMENTS; MATERIAL CONTRACTS; TAX 
ALLOCATION AGREEMENTS. On the ASHS Acquisition Date, there shall have been 
delivered to the Administrative Agent true and correct copies, certified as 
true and complete by an appropriate officer of the Borrower, of all Employee 
Benefit Plans, Shareholders' Agreements, Management Agreements, Employment 
Agreements, Collective Bargaining Agreements, Existing Indebtedness 
Agreements, Material Contracts and Tax Allocation Agreements relating to the 
ASHS Acquired Subsidiaries, in each case as the same are in effect on the 
ASHS Acquisition Date after the consommation of the Transaction, all of which 
Employee Benefit Plans, Shareholders' Agreements, Management Agreements, 
Employment Agreements, Collective Bargaining Agreements, Existing 
Indebtedness Agreements, Material Contracts and Tax Allocation Agreements 
shall be in form and substance satisfactory to the Agents and the Required 
Banks.

                  5B.12 CONSENT LETTER. On the ASHS Acquisition Date, the 
Administrative Agent shall have received a letter from CT Corporation System, 
presently located at 1633 Broadway, New York, New York 10019, substantially 
in the form of Exhibit J, indicating its consent to its appointment by each 
ASHS Acquired Subsidiary as its agent to receive service of process as 
specified in the Subsidiaries Guaranty.

                  5B.13 INSURANCE CERTIFICATES. On or before the ASHS 
Acquisition Date, the Administrative Agent shall have received evidence of 
insurance complying with the requirements of Section 8.03 for the business 
and properties of the Borrower and its Subsidiaries (including, without 
limitation, the ASHS Acquired Subsidiaries), in scope, form and substance 
reasonably satisfactory to the Agents and the Required Banks and naming the 
Collateral Agent as an additional insured and/or loss payee, and stating that 
such insurance shall not be cancelled or revised without at least 30 days' 
prior written notice by the insurer to the Collateral Agent.

                  5B.14 SCHEDULES. On or prior to the ASHS Acquisition Date, 
the Borrower shall deliver to the Administrative Agent and the Banks true and 
correct copies of updated versions of Schedules III, IV, VII, VIII, IX and 
XII relating to the operations of the ASHS Acquired Subsidiaries (with all 
incremental indebtedness relating to the ASHS Acquired Subsidiaries set forth 
on updated Schedule IV being herein called the "ASHS Scheduled Existing 
Indebtedness"), and each such Schedule shall be required to be in form and 
substance satisfactory to the Administrative Agent and the Required Banks.

                                     -58-
<PAGE>

                  5B.15 SOLVENCY CERTIFICATE. On or before the ASHS 
Acquisition Date, the Administrative Agent shall have received a solvency 
certificate in the form of Exhibit K-2 from the chief financial officer of 
the Borrower, dated the ASHS Acquisition Date, and supporting the conclusion 
that, after giving effect to the Transaction (including the ASHS Acquisition) 
and the incurrence of all financings contemplated herein, the Borrower (on a 
stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated 
basis), in each case, are not insolvent and will not be rendered insolvent by 
the indebtedness incurred in connection herewith, will not be left with 
unreasonably small capital with which to engage in its or their respective 
businesses and will not have incurred debts beyond its or their ability to 
pay such debts as they mature and become due.

                  5B.16 ASHS ACQUISITION PRO FORMA BALANCE SHEET. On or prior 
to the ASHS Acquisition Date, there shall have been delivered to the 
Administrative Agent an unaudited PRO FORMA consolidated balance sheet of the 
Borrower and its Subsidiaries as of June 30, 1998 and, after giving effect to 
the Original Transaction, the MTI Transaction, the Transaction and the 
incurrence of all Indebtedness (including the Loans and the Senior 
Subordinated Notes) contemplated herein (the "ASHS Acquisition PRO FORMA 
Balance Sheet"), which ASHS Acquisition PRO FORMA Balance Sheet shall be 
reasonably satisfactory to the Agents and the Required Banks.

                  SECTION 6. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The 
obligation of each Bank to make Loans (including Loans made on the Second 
Restatement Effective Date but excluding Mandatory Borrowings made 
thereafter, which shall be made as provided in Section 1.01(d)), and the 
obligation of a Letter of Credit Issuer to issue any Letter of Credit, is 
subject, at the time of each such Credit Event (except as hereinafter 
indicated), to the satisfaction of the following conditions:

                  6.01 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the 
time of each such Credit Event and also after giving effect thereto (i) there 
shall exist no Default or Event of Default and (ii) all representations and 
warranties contained herein or in any other Credit Document shall be true and 
correct in all material respects with the same effect as though such 
representations and warranties had been made on the date of such Credit Event 
(it being understood and agreed that any representation or warranty which by 
its terms is made as of a specified date shall be required to be true and 
correct in all material respects only as of such specified date).

                  6.02 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. (a) 
Prior to the making of each Loan (excluding Swingline Loans and Mandatory 
Borrowings), the Administrative Agent shall have received a Notice of 
Borrowing meeting the requirements of Section 1.03(a). Prior to the making of 
any Swingline Loan, BTCo shall have received the notice required by Section 
1.03(b)(i).

                                     -59-
<PAGE>

                  (b) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Letter of Credit Issuer shall have
received a Letter of Credit Request meeting the requirements of Section 2.02(a).

                  6.03  COMPLIANCE WITH SENIOR SUBORDINATED NOTES INDENTURE.  
At the time of each such Credit Event (so long as any Senior Subordinated 
Note remains outstanding), (i) each Credit Event shall comply with the 
requirements Section 4.4 of the Senior Subordinated Notes Indenture and all 
other applicable covenants contained therein, (ii) the Borrower shall have 
delivered to the Administrative Agent an officer's certificate signed by an 
appropriate officer of the Borrower (which certificate may be incorporated 
into the applicable Notice of Borrowing), in form and substance satisfactory 
to the Agents, (i) establishing that such Credit Event does not violate the 
terms of the Senior Subordinated Notes Indenture and (ii) containing a 
representation and warranty that the Indebtedness incurred pursuant to such 
Credit Event constitutes "Senior Debt" and "Designated Senior Debt" under the 
Senior Subordinated Notes Indenture, which officer's certificate shall be 
accompanied by financial calculations (in form and substance reasonably 
satisfactory to the Agents) establishing compliance with a Consolidated Fixed 
Charge Coverage Ratio (as defined in the Senior Subordinated Notes Indenture) 
of greater than 1.75:1.0 (after giving effect to the respective Credit Event) 
as required by the proviso to Section 4.4 of the Senior Subordinated Notes 
Indenture and (iii) if requested by any Agent or the Required Banks (which 
request may only be made by such Agent or the Required Banks if such Agent or 
the Required Banks, as the case may be, has or have reasonable doubts as to 
the compliance by the Borrower with the applicable requirements of the Senior 
Subordinated Notes Indenture after giving effect to the respective such 
Credit Event), the Banks shall have received an opinion of counsel (which 
opinion shall be reasonably satisfactory to the respective Agent or Required 
Banks requesting same) as may be reasonably requested to assure the Banks 
that the requirements of this Section 6.03 and Section 4.4 of the Senior 
Subordinated Notes Indenture are satisfied and that the Indebtedness incurred 
pursuant to such Credit Event constitutes "Senior Debt" and "Designated 
Senior Debt" thereunder.

                  The occurrence of the Second Restatement Effective Date and 
the ASHS Acquisition Date and the acceptance of the benefits or proceeds of 
each Credit Event shall constitute a representation and warranty by the 
Borrower to each of the Agents and each of the Banks that all the conditions 
specified in Section 5 and in this Section 6 and applicable to such Credit 
Event (other than such conditions that are subject to the satisfaction of the 
Agents and/or the Required Banks) exist as of that time. All of the Notes, 
certificates, legal opinions and other documents and papers referred to in 
Section 5 and in this Section 6, unless otherwise specified, shall be 
delivered to the Administrative Agent at the Notice Office for the account of 
each of the Banks and, except for the Notes, in sufficient counterparts or 
copies for each of the Banks and shall be in form and substance satisfactory 
to the Banks.

                                     -60-
<PAGE>

                  SECTION 7.  REPRESENTATIONS AND WARRANTIES.  In order to 
induce the Banks to enter into this Agreement and to make the Loans and issue 
and/or participate in the Letters of Credit provided for herein, the Borrower 
makes the following representations and warranties with the Banks, all of 
which shall survive the execution and delivery of this Agreement, the making 
of the Loans and the issuance of the Letters of Credit (with the occurrence 
of the Second Restatement Effective Date and each Credit Event on or after 
the Second Restatement Effective Date being deemed to constitute a 
representation and warranty that the matters specified in this Section 7 are 
true and correct in all material respects on and as of the date of the Second 
Restatement Effective Date and on the date of each such Credit Event, unless 
stated to relate to a specified date in which case such representations and 
warranties shall be true and correct in all material respects as of such 
specified date):

                  7.01 COMPANY STATUS. Each of the Borrower and each of its 
Subsidiaries (i) is a duly organized and validly existing Company in good 
standing under the laws of the jurisdiction of its organization, (ii) has the 
Company power and authority to own its property and assets and to transact 
the business in which it is engaged and presently proposes to engage and 
(iii) is duly qualified and is authorized to do business and is in good 
standing in all jurisdictions where it is required to be so qualified and 
where the failure to be so qualified would have a Material Adverse Effect.

                  7.02 COMPANY POWER AND AUTHORITY. Each Credit Party has the 
Company power and authority to execute, deliver and carry out the terms and 
provisions of the Documents to which it is a party and has taken all 
necessary Company action to authorize the execution, delivery and performance 
of the Documents to which it is a party. Each Credit Party has duly executed 
and delivered each Document to which it is a party and each such Document 
constitutes the legal, valid and binding obligation of such Credit Party 
enforceable in accordance with its terms, except to the extent that the 
enforceability thereof may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or similar laws generally affecting creditors' 
rights and by equitable principles (regardless of whether enforcement is 
sought in equity or at law).

                  7.03 NO VIOLATION. Neither the execution, delivery or 
performance by any Credit Party of the Documents to which it is a party, nor 
compliance by any Credit Party with the terms and provisions thereof, nor the 
consummation of the transactions contemplated herein or therein, (i) will 
contravene any material provision of any applicable law, statute, rule or 
regulation, or any order, writ, injunction or decree of any court or 
governmental instrumentality, (ii) will conflict or be inconsistent with or 
result in any breach of, any of the terms, covenants, conditions or 
provisions of, or constitute a default under, or (other than pursuant to the 
Security Documents) result in the creation or imposition of (or the 
obligation to create or impose) any Lien upon any of the property or assets 
of the Borrower or any of its Subsidiaries pursuant to the terms of any 
indenture, mortgage, deed 

                                     -61-
<PAGE>

of trust, loan agreement, credit agreement or any other material agreement or 
instrument to which the Borrower or any of its Subsidiaries is a party or by 
which it or any of its property or assets are bound or to which it may be 
subject (including, without limitation, the Existing Indebtedness) or (iii) 
will violate any provision of the certificate of incorporation, by-laws, 
certificate of partnership, partnership agreement, certificate of limited 
liability company, limited liability company agreement or equivalent 
organizational document, as the case may be, of the Borrower or any of its 
Subsidiaries.

                  7.04 LITIGATION. There are no actions, suits, proceedings 
or investigations pending or threatened (i) with respect to any Credit 
Document, (ii) with respect to the Original Transaction, the MTI Transaction, 
the Transaction or any other Document that could reasonably be expected to 
have a Material Adverse Effect or (iii) with respect to the Borrower or any 
of its Subsidiaries (x) that are likely to have a Material Adverse Effect or 
(y) that could reasonably be expected to have a material adverse effect on 
the rights or remedies of the Agents or the Banks or on the ability of any 
Credit Party to perform its respective obligations to the Agents or the Banks 
hereunder and under the other Credit Documents to which it is, or will be, a 
party. Additionally, there does not exist any judgment, order or injunction 
prohibiting or imposing material adverse conditions upon the occurrence of 
any Credit Event.

                  7.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds 
of all Tranche C Term Loans shall be utilized by the Borrower (i) on the 
Second Restatement Effective Date to finance the Revolver Refinancing and to 
pay fees and expenses in connection therewith, (ii) on the ASHS Acquisition 
Date, to finance the ASHS Acquisition and the ASHS Acquired Subsidiaries 
Refinancing, to pay the fees and expenses incurred in connection therewith 
and, to the extent the Total Tranche C Term Loan Commitment still exists 
(after giving effect to the incurrence of Tranche C Term Loans to effect the 
ASHS Acquisition and the ASHS Acquired Subsidiaries Refinancing), to repay 
outstanding Revolving Loans in accordance with the requirements of Section 
4.01 and (iii) after the Second Restatement Effective Date and prior to the 
ASHS Acquisition Date, to pay interest on all then outstanding Tranche C Term 
Loans and all C TL Commitment Fees as and when due and payable.

                  (b) The proceeds of all Revolving Loans and Swingline Loans
shall be utilized for the general corporate and working capital purposes of the
Borrower and its Subsidiaries (including, but not limited to, Permitted
Acquisitions and the prepayment of Scheduled Existing Indebtedness and the
Senior Subordinated Notes in accordance with the terms of Section 9.12(ii)).

                  (c) Neither the making of any Loan, nor the use of the
proceeds thereof, nor the occurrence of any other Credit Event, will violate or
be inconsistent with the provisions of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System and 

                                     -62-
<PAGE>

no part of any Credit Event (or the proceeds thereof) will be used to 
purchase or carry any Margin Stock or to extend credit for the purpose of 
purchasing or carrying any Margin Stock.

                  7.06 GOVERNMENTAL APPROVALS. Except (x) as may have been 
obtained or made on or prior to the Second Restatement Effective Date (and 
which remain in full force and effect on the Second Restatement Effective 
Date) and (y) consents, filings, recordings and registrations in connection 
with the ASHS Acquisition and the ASHS Acquired Subsidiaries Refinancing 
(which consents, filings, recordings and registrations, if this 
representation and warranty is being made on the ASHS Acquisition Date, have 
been made or obtained), no order, consent, approval, license, authorization 
or validation of, or filing, recording or registration with, or exemption by, 
any foreign or domestic governmental or public body or authority, or any 
subdivision thereof, is required to authorize or is required in connection 
with (i) the execution, delivery and performance of any Document or (ii) the 
legality, validity, binding effect or enforceability of any Document.

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

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

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

                  7.10 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) (i) On 
and as of the First Restatement Effective Date and the Second Restatement 
Effective Date, on a pro forma basis after giving effect to the Original 
Transaction and the MTI Transaction or the Original Transaction, the MTI 
Transaction and the Transaction (other than the ASHS Acquisition and the ASHS 
Acquired Subsidiaries Refinancing), as the case may be, and to all 
Indebtedness 

                                     -63-
<PAGE>

(including the Loans and the Senior Subordinated Notes) incurred, and to be 
incurred, and Liens created, and to be created, by each Credit Party in 
connection therewith, with respect to the Borrower (on a stand-alone basis) 
and the Borrower and its Subsidiaries (on a consolidated basis) and (ii) on 
and as of the ASHS Acquisition Date, on a PRO FORMA basis after giving effect 
to the Original Transaction, the MTI Transaction and the Transaction 
(including the ASHS Acquisition) and to all Indebtedness (including the Loans 
and the Senior Subordinated Notes) incurred, and to be incurred, and Liens 
created, and to be created, by each Credit Party in connection therewith, 
with respect to the Borrower (on a stand-alone basis) and the Borrower and 
its Subsidiaries (on a consolidated basis), (x) the sum of the assets, at a 
fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and 
its Subsidiaries (on a consolidated basis) will exceed its or their debts, 
(y) it has or they have not incurred nor intended to, nor believes or believe 
that it or they will, incur debts beyond its or their ability to pay such 
debts as such debts mature and (z) it or they will have sufficient capital 
with which to conduct its or their business. For purposes of this Section 
7.10, "debt" means any liability on a claim, and "claim" means (i) right to 
payment, whether or not such a right is reduced to judgment, liquidated, 
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, 
legal, equitable, secured or unsecured or (ii) right to an equitable remedy 
for breach of performance if such breach gives rise to a payment, whether or 
not such right to an equitable remedy is reduced to judgment, fixed, 
contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

                  (b) (I) (i) The consolidated balance sheets of the Borrower 
at December 31, 1995, December 31, 1996, December 31, 1997 and June 30, 1998, 
and the related statements of income and cash flows and changes in 
shareholders' equity of the Borrower for the fiscal years or six-month 
period, as the case may be, ended as of said dates and (ii) the Original PRO 
FORMA Balance Sheet, in each case furnished to each Existing Bank prior to 
the First Restatement Effective Date pursuant to Section 5.16 of the First 
Amended and Restated Credit Agreement, present fairly in all material 
respects the consolidated financial condition of the Borrower at the dates of 
said financial statements and the results for the periods covered thereby 
(or, in the case of the Original PRO FORMA Balance Sheet, presents a good 
faith estimate of the consolidated PRO FORMA financial condition of the 
Borrower (after giving effect to the Original Transaction and the MTI 
Transaction at the date thereof), subject, in the case of unaudited financial 
statements, to normal year-end adjustments. All such financial statements 
(other than the aforesaid Original PRO FORMA Balance Sheet) have been 
prepared in accordance with GAAP consistently applied except to the extent 
provided in the notes to said financial statements and subject, in the case 
of the six-month statements, to normal year-end audit adjustments (all of 
which are of a recurring nature and none of which, individually or in the 
aggregate, would be material) and the absence of footnotes.

                  (II) The consolidated balance sheets of MTI and its 
Subsidiaries at December 31, 1995, December 31, 1996 and September 30, 1997 
and the related statements of income and cash flows and changes in 
shareholders' equity of MTI for the fiscal years or 

                                     -64-
<PAGE>

nine-month period, as the case may be, ended as of said dates, in each case 
furnished to the Banks prior to the First Restatement Effective Date, present 
fairly in all material respects the consolidated financial condition of MTI 
and its Subsidiaries at the dates of said financial statements and the 
results for the periods covered thereby, subject, in the case of unaudited 
financial statements, to normal year-end adjustments. All of such financial 
statements have been prepared in accordance with GAAP consistently applied 
except to the extent provided in the notes to said financial statements and 
subject, in the case of the nine-month statements, to normal year-end audit 
adjustments (all of which are of a recurring nature and none of which, 
individually or in the aggregate, would be material) and the absence of 
footnotes.

                  (III) The New PRO FORMA Balance Sheet furnished to each 
Bank prior to the Second Restatement Effective Date pursuant to Section 5A.14 
presents a good faith estimate of the consolidated PRO FORMA financial 
condition of the Borrower (after giving effect to the Transaction (other than 
the ASHS Acquisition and the ASHS Acquired Subsidiaries Refinancing) and, 
upon the delivery thereof, the ASHS Acquisition PRO FORMA Balance Sheet 
furnished to each Bank on the ASHS Acquisition Date pursuant to Section 5B.16 
presents a good faith estimate of the consolidated PRO FORMA financial 
condition of the Borrower (after giving effect to the Transaction.

                  (c) Since December 31, 1997 (but after giving effect to the 
Original Transaction, the MTI Transaction and the Transaction as if same had 
occurred prior thereto), nothing has occurred that has had or could 
reasonably be expected to have a Material Adverse Effect.

                  (d) Except as fully reflected in the financial statements 
described in Section 7.10(b) and the Indebtedness incurred under this 
Agreement and the Senior Subordinated Notes, (i) there were as of the 
Original Effective Date, the First Restatement Effective Date, the Second 
Restatement Effective Date and the ASHS Acquisition Date (and after giving 
effect to any Loans made on each such date), no liabilities or obligations 
(excluding current obligations incurred in the ordinary course of business 
and commitments to purchase Healthcare Units) with respect to the Borrower or 
any of its Subsidiaries (or in the event this representation is made as of 
the ASHS Acquisition Date, the ASHS Acquired Subsidiaries) of any nature 
whatsoever (whether absolute, accrued, contingent or otherwise and whether or 
not due) which, either individually or in the aggregate, could reasonably be 
expected to be material to the Borrower and its Subsidiaries taken as a whole 
or the Borrower (or, in the event this representation is made as of the ASHS 
Acquisition Date, the ASHS Acquired Subsidiaries) and (ii) the Borrower does 
not know of any basis for the assertion against the Borrower or any of its 
Subsidiaries of any such liability or obligation which, either individually 
or in the aggregate, are or would be reasonably likely to have, a Material 
Adverse Effect.

                  (e) On and as of the Second Restatement Effective Date, the 
Projections, 

                                     -65-
<PAGE>

which reflect the forecasted consolidated financial conditions and income and 
expenses of the Borrower and its Subsidiaries after giving effect to the 
Original Transaction, the MTI Transaction and the Transaction (including the 
projected results of the ASHS Acquired Subsidiaries) have been prepared on a 
basis consistent with the financial statements referred to in Section 
7.10(b), and are based on good faith estimates and assumptions made by the 
management of the Borrower. On the Second Restatement Effective Date, such 
management believed that the Projections were reasonable and attainable. 
There is no fact known to the Borrower or any of its Subsidiaries which could 
reasonably be expected to have a Material Adverse Effect, which has not been 
disclosed herein or in such other documents, certificates and statements 
furnished to the Banks for use in connection with the transactions 
contemplated hereby.

                  7.11 SECURITY INTERESTS. On and after the Second 
Restatement Effective Date, each of the Security Documents creates (or after 
the execution and delivery thereof will create), as security for the 
Obligations, a valid and enforceable perfected security interest in and Lien 
on all of the Collateral subject thereto, superior to and prior to the rights 
of all third Persons, and subject to no other Liens (except that (i) the 
Security Agreement Collateral may be subject to Permitted Liens relating 
thereto and (ii) the Pledge Agreement Collateral may be subject to the Liens 
described in clauses (a) and (e) of Section 9.03), in favor of the Collateral 
Agent. No filings or recordings are required in order to perfect the security 
interests created under any Security Document except for filings or 
recordings required in connection with any such Security Document which shall 
have been made on or prior to the Second Restatement Effective Date as 
contemplated by Section 5A.09 or as contemplated by Sections 5B.09, 8.11, 
8.12, 9.15 and 13.19.

                  7.12 COMPLIANCE WITH ERISA. Schedule V sets forth each 
Plan; each Plan (and each related trust, insurance contract or fund) is in 
substantial compliance with its terms and with all applicable laws, including 
without limitation ERISA and the Code; each Plan (and each related trust, if 
any) which is intended to be qualified under Section 401(a) of the Code has 
received a determination letter from the Internal Revenue Service to the 
effect that it meets the requirements of Sections 401(a) and 501(a) of the 
Code; no Reportable Event has occurred; no Plan which is a multiemployer plan 
(as defined in Section 4001(a)(3) of ERISA) is insolvent or in 
reorganization; no Plan has an Unfunded Current Liability; no Plan which is 
subject to Section 412 of the Code or Section 302 of ERISA has an accumulated 
funding deficiency, within the meaning of such sections of the Code or ERISA, 
or has applied for or received a waiver of an accumulated funding deficiency 
or an extension of any amortization period, within the meaning of Section 412 
of the Code or Section 303 or 304 of ERISA; all contributions required to be 
made with respect to a Plan have been timely made; neither the Borrower nor 
any Subsidiary of the Borrower nor any ERISA Affiliate has incurred any 
material liability (including any indirect, contingent or secondary 
liability) to or on account of a Plan pursuant to Section 409, 502(i), 
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 
401(a)(29), 4971 or 

                                     -66-
<PAGE>

4975 of the Code or expects to incur any such liability under any of the 
foregoing sections with respect to any Plan; no condition exists which 
presents a material risk to the Borrower or any Subsidiary of the Borrower or 
any ERISA Affiliate of incurring a liability to or on account of a Plan 
pursuant to the foregoing provisions of ERISA and the Code; no proceedings 
have been instituted to terminate or appoint a trustee to administer any Plan 
which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, 
audit or investigation with respect to the administration, operation or the 
investment of assets of any Plan (other than routine claims for benefits) is 
pending, expected or threatened; using actuarial assumptions and computation 
methods consistent with Part 1 of subtitle E of Title IV of ERISA, the 
aggregate liabilities of the Borrower and its Subsidiaries and its ERISA 
Affiliates to all Plans which are multiemployer plans (as defined in Section 
4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of 
the close of the most recent fiscal year of each such Plan ended prior to the 
date of the most recent Credit Event, would not exceed $50,000; each group 
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of 
the Code) which covers or has covered employees or former employees of the 
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has at all 
times been operated in compliance with the provisions of Part 6 of subtitle B 
of Title I of ERISA and Section 4980B of the Code; no lien imposed under the 
Code or ERISA on the assets of the Borrower or any Subsidiary of the Borrower 
or any ERISA Affiliate exists or is likely to arise on account of any Plan; 
and the Borrower and its Subsidiaries may cease contributions to or terminate 
any employee benefit plan maintained by any of them without incurring any 
material liability.

                  7.13 CAPITALIZATION. On the Second Restatement Effective 
Date and after giving effect to the Original Transaction, the MTI Transaction 
and the Transaction (other than the ASHS Acquisition and the ASHS Acquired 
Subsidiaries Refinancing), the authorized capital stock of the Borrower shall 
consist of (i) 10,000,000 shares of common stock, $.01 par value per share 
(such authorized shares of common stock, together with any subsequently 
authorized shares of common stock of the Borrower, the "Borrower Common 
Stock"), 4,072,611 of which shares shall be issued and outstanding and (ii) 
500,000 shares of PIK Preferred Stock, 300,000 of which shares shall be 
designated the "Series F Preferred Stock", of which 150,000 shares shall be 
issued and outstanding. All such outstanding shares have been duly and 
validly issued, are fully paid and nonassessable and have been issued free of 
preemptive rights. Except as set forth on Schedule X hereto, the Borrower 
does not have outstanding any securities convertible into or exchangeable for 
its capital stock or outstanding any rights to subscribe for or to purchase, 
or any options for the purchase of, or any agreements providing for the 
issuance (contingent or otherwise) of, or any calls, commitments or claims of 
any character relating to, its capital stock.

                  7.14 SUBSIDIARIES. (x) In the event this representation and
warranty is made at any time prior to the ASHS Acquisition Date, on and as of
the Second Restatement Effective Date and after giving effect to the Original
Transaction, the MTI Transaction and 

                                     -67-
<PAGE>

the Transaction (other than the ASHS Acquisition and the ASHS Acquired 
Subsidiaries Refinancing), and (y) in the event this representation and 
warranty is made at any time on and after the ASHS Acquisition Date, on and 
as of the ASHS Acquisition Date and after giving effect to the Original 
Transaction, the MTI Transaction and the Transaction, the Borrower has no 
Subsidiaries other than those Subsidiaries listed on Schedule VII. Schedule 
VII correctly sets forth (x) in the event this representation and warranty is 
made at any time prior to the ASHS Acquisition Date, as of the Second 
Restatement Effective Date and after giving effect to the Original 
Transaction, the MTI Transaction and the Transaction (other than the ASHS 
Acquisition and the ASHS Acquired Subsidiaries Refinancing), and (y) in the 
event this representation and warranty is made at any time on and after the 
ASHS Acquisition Date, as of the ASHS Acquisition Date and after giving 
effect to the Original Transaction, the MTI Transaction and the Transaction, 
the percentage ownership (direct and indirect) of the Borrower in each class 
of capital stock or other equity interests of each of its Subsidiaries and 
also identifies the direct owner thereof. All outstanding shares of capital 
stock of each Subsidiary of the Borrower have been duly and validly issued, 
are fully paid and non-assessable and have been issued free of preemptive 
rights. Except as set forth on Schedule X hereto, no Subsidiary of the 
Borrower has outstanding any securities convertible into or exchangeable for 
its capital stock or outstanding any right to subscribe for or to purchase, 
or any options or warrants for the purchase of, or any agreement providing 
for the issuance (contingent or otherwise) of or any calls, commitments or 
claims of any character relating to, its capital stock or any stock 
appreciation or similar rights.

                  7.15 INTELLECTUAL PROPERTY, ETC. Each of the Borrower and 
each of its Subsidiaries owns all patents, trademarks, permits, service 
marks, trade names, technology copyrights, licenses, franchises and formulas, 
or other rights with respect to the foregoing, and has obtained assignments 
of all leases and other rights of whatever nature, and has in full force and 
effect all accreditations and certifications, reasonably necessary for the 
conduct of its business, without any known conflict with the rights of others 
which, or the failure to obtain which, as the case may be, would result in a 
Material Adverse Effect.

                  7.16 COMPLIANCE WITH STATUTES, ETC. Each of the Borrower 
and each of its Subsidiaries is in compliance with all applicable statutes, 
regulations, rules and orders of, and all applicable restrictions imposed by, 
all governmental bodies, domestic or foreign, in respect of the conduct of 
its business and the ownership of its property, except such non-compliance as 
is not likely to, individually or in the aggregate, have a Material Adverse 
Effect.

                  7.17 ENVIRONMENTAL MATTERS. (a) Each of the Borrower and 
each of its Subsidiaries has complied with, and on the date of each Credit 
Event is in compliance with, all applicable Environmental Laws and the 
requirements of any permits issued under such Environmental Laws and neither 
the Borrower nor any of its Subsidiaries is liable for any material 
penalties, fines or forfeitures for failure to comply with any of the 
foregoing. There 

                                     -68-


<PAGE>

are no pending or past or, to the best knowledge of the Borrower after due 
inquiry, threatened Environmental Claims against the Borrower or any of its 
Subsidiaries or any Real Property owned or operated by the Borrower or any of 
its Subsidiaries. There are no facts, circumstances, conditions or 
occurrences on any Real Property owned or operated by the Borrower or any of 
its Subsidiaries or on any property adjoining or in the vicinity of any such 
Real Property that would reasonably be expected (i) to form the basis of an 
Environmental Claim against the Borrower or any of its Subsidiaries or any 
such Real Property or (ii) to cause any such Real Property to be subject to 
any restrictions on the ownership, occupancy, use or transferability of such 
Real Property by the Borrower or any of its Subsidiaries under any applicable 
Environmental Law.

                  (b) Hazardous Materials have not at any time been 
generated, used, treated or stored on, or transported to or from, any Real 
Property owned or operated by the Borrower or any of its Subsidiaries except 
in compliance with all applicable Environmental Laws and reasonably required 
in connection with the operation, use and maintenance of such Real Property 
by the Borrower's or such Subsidiary's business. Hazardous Materials have not 
at any time been Released on or from any Real Property owned or operated by 
the Borrower or any of its Subsidiaries. There are not now any underground 
storage tanks located on any Real Property owned or operated by the Borrower 
or any of its Subsidiaries.

                  (c) Notwithstanding anything to the contrary in this 
Section 7.17, the representations made in this Section 7.17 shall only be 
untrue if the aggregate effect of all conditions, failures, noncompliances, 
Environmental Claims, Releases and presence of underground storage tanks, in 
each case of the types described above, would reasonably be expected to have 
a Material Adverse Effect.

                  7.18 PROPERTIES. All Real Property owned by the Borrower or 
any of its Subsidiaries and all material Leaseholds leased by the Borrower or 
any of its Subsidiaries, in each case (x) in the event this representation 
and warranty is made at any time prior to the ASHS Acquisition Date, as of 
the Second Restatement Effective Date and after giving effect to the Original 
Transaction, the MTI Transaction and the Transaction (other than the ASHS 
Acquisition and the ASHS Acquired Subsidiaries Refinancing) and (y) in the 
event this representation and warranty is made at any time on and after the 
ASHS Acquisition Date, as of the ASHS Acquisition Date and after giving 
effect to the Original Transaction, the MTI Transaction and the Transaction, 
and the nature of the interest therein, is correctly set forth in Schedule 
III. Schedule XII correctly sets forth in all material respects a list of the 
Healthcare Units owned or leased by the Borrower and its Subsidiaries as of 
the Second Restatement Effective Date. Each of the Borrower and each of its 
Subsidiaries has good and marketable title to, or a validly subsisting 
leasehold interest in, all material properties owned or leased by it, 
including all Real Property reflected in Schedule III and in the financial 
statements (including the Original PRO FORMA Balance Sheet and the New PRO 
FORMA Balance Sheet) referred to in Section 7.10(b) (except such properties 
sold in the ordinary 

                                     -69-
<PAGE>

course of business since the dates of the respective financial statements 
referred to therein), free and clear of all Liens, other than Permitted Liens.

                  7.19 LABOR RELATIONS. Neither the Borrower nor any of its 
Subsidiaries is engaged in any unfair labor practice that could reasonably be 
expected to have a Material Adverse Effect. There is (i) no unfair labor 
practice complaint pending against the Borrower or any of its Subsidiaries or 
threatened against any of them, before the National Labor Relations Board, 
and no grievance or arbitration proceeding arising out of or under any 
collective bargaining agreement is so pending against the Borrower or any of 
its Subsidiaries or threatened against any of them, (ii) no strike, labor 
dispute, slowdown or stoppage pending against the Borrower or any of its 
Subsidiaries or threatened against the Borrower or any of its Subsidiaries 
and (iii) no union representation question existing with respect to the 
employees of the Borrower or any of its Subsidiaries and no union organizing 
activities are taking place, except (with respect to any matter specified in 
clause (i), (ii) or (iii) above, either individually or in the aggregate) 
such as is not reasonably likely to have a Material Adverse Effect.

                  7.20 TAX RETURNS AND PAYMENTS. Each of the Borrower and 
each of its Subsidiaries has filed all federal income tax returns and all 
other material tax returns, domestic and foreign, required to be filed by it 
and has paid all material taxes and assessments payable by it which have 
become due, except for those contested in good faith and adequately disclosed 
and fully provided for on the financial statements of the Borrower and its 
Subsidiaries in accordance with generally accepted accounting principles. 
Each of the Borrower and each of its Subsidiaries has at all times paid, or 
have provided adequate reserves (in the good faith judgment of the management 
of the Borrower) for the payment of, all federal, state and foreign income 
taxes applicable for all prior fiscal years and for the current fiscal year 
to date. There is no material action, suit, proceeding, investigation, audit, 
or claim now pending or, to the knowledge of the Borrower or any of its 
Subsidiaries, threatened by any authority regarding any taxes relating to the 
Borrower or any of its Subsidiaries. Neither the Borrower nor any of its 
Subsidiaries has entered into an agreement or waiver or been requested to 
enter into an agreement or waiver extending any statute of limitations 
relating to the payment or collection of taxes of the Borrower or any of its 
Subsidiaries, or is aware of any circumstances that would cause the taxable 
years or other taxable periods of the Borrower or any of its Subsidiaries not 
to be subject to the normally applicable statute of limitations.

                  7.21 EXISTING INDEBTEDNESS. Schedule IV sets forth a true 
and complete list of all Scheduled Existing Indebtedness of the Borrower and 
its Subsidiaries (x) in the event this representation and warranty is made at 
any time prior to the ASHS Acquisition Date, as of the Second Restatement 
Effective Date after giving effect to the Original Transaction, the MTI 
Transaction and the Transaction (other than the ASHS Acquisition and the ASHS 
Acquired Subsidiaries Refinancing) and (y) in the event this representation 
and warranty is 

                                     -70-
<PAGE>

made on and after the ASHS Acquisition Date, as of the ASHS Acquisition Date 
after giving effect to the Original Transaction, the MTI Transaction and the 
Transaction, in each case showing the aggregate principal amount thereof and 
the name of the respective borrower and any other entity which directly or 
indirectly guaranteed such debt.

                  7.22 INSURANCE. Set forth on Schedule VIII hereto is a 
true, correct and complete summary of all insurance carried by each Credit 
Party (x) in the event this representation and warranty is made at any time 
prior to the ASHS Acquisition Date, on and as of the Second Restatement 
Effective Date and (y) in the event this representation and warranty is made 
at any time on or after the ASHS Acquisition Date, as of the ASHS Acquisition 
Date, with the amounts insured set forth therein.

                  7.23 REPRESENTATIONS AND WARRANTIES IN OTHER DOCUMENTS. All 
representations and warranties set forth in the other Documents were true and 
correct in all material respects at the time as of which such representations 
and warranties were made (or deemed made) and shall be true and correct in 
all material respects as of the Second Restatement Effective Date as if such 
representations or warranties were made on and as of such date, unless stated 
to relate to a different specified date, in which case such representations 
or warranties shall be true and correct in all material respects as of such 
specified date.

                  7.24 ORIGINAL TRANSACTION, MTI TRANSACTION AND TRANSACTION. 
At the time of consummation thereof, each component of the Original 
Transaction, the MTI Transaction and the Transaction shall have been 
consummated in accordance with the terms of the relevant Documents therefor 
and all applicable laws. At the time of consummation thereof, all consents 
and approvals of, and filings and registrations with, and all other actions 
in respect of, all governmental agencies, authorities or instrumentalities 
required in order to make or consummate each component of the Original 
Transaction, the MTI Transaction and the Transaction in accordance with the 
terms of the relevant Documents therefor and all applicable laws have been 
obtained, given, filed or taken and are or will be in full force and effect 
(or effective judicial relief with respect thereto has been obtained). All 
applicable waiting periods with respect thereto have or, prior to the time 
when required, will have, expired without, in all such cases, any action 
being taken by any competent authority which restrains, prevents, or imposes 
material adverse conditions upon the Original Transaction, the MTI 
Transaction or the Transaction. Additionally, at the time of the consummation 
or occurrence thereof, as the case may be, there does not exist any judgment, 
order or injunction prohibiting or imposing material adverse conditions upon 
any element of the Original Transaction, the MTI Transaction, the 
Transaction, the occurrence of any Credit Event, or the performance by the 
Borrower and its Subsidiaries of their respective obligations under the 
Documents and all applicable laws.

                  7.25 SUBORDINATION. The subordination provisions contained 
in the Senior Subordinated Note Documents are enforceable against the 
Borrower and the holder thereof, 

                                     -71-
<PAGE>

and all Obligations hereunder and under the other Credit Documents (including 
without limitation, pursuant to the Subsidiaries Guaranty) are within the 
definitions of "Senior Debt" and "Designated Senior Debt" included in such 
subordination provisions.

                  7.26 UPDATED SECURITY AGREEMENT AND PLEDGE AGREEMENT 
SCHEDULES. The updated schedules to the Pledge Agreement and Security 
Agreement furnished pursuant to Sections 5B.09 are true and correct in all 
material respects as of the ASHS Acquisition Date, and accurately present in 
all material respects all information which was originally required to be 
scheduled pursuant to the Pledge Agreement and Security Agreement on the 
Second Restatement Effective Date, but modified to reflect the addition of 
Credit Parties on the ASHS Acquisition Date and any changes which occurred 
between the Second Restatement Effective Date and the ASHS Acquisition Date.

                  7.27 YEAR 2000 COMPLIANCE. All Information Systems and 
Equipment are either Year 2000 Compliant, or any reprogramming, remediation 
or any other corrective action, including the internal testing of all such 
Information Systems and Equipment, will be completed by June 30, 1999, except 
insofar as the failure to do so will not result in a Material Adverse Effect. 
Further, to the extent that such reprogramming/remediation and testing action 
is required, the cost thereof, as well as the cost of the reasonably 
foreseeable consequences of failure to become Year 2000 Compliant, to the 
Borrower and its Subsidiaries (including, without limitation, reprogramming 
errors and the failure of other systems or equipment) will not result in a 
Default, an Event of Default or a Material Adverse Effect.

                  SECTION 8. AFFIRMATIVE COVENANTS. The Borrower hereby 
covenants and agrees that as of the Second Restatement Effective Date and 
thereafter for so long as this Agreement is in effect and until the Total 
Commitment has terminated, no Letters of Credit or Notes are outstanding and 
the Loans and Unpaid Drawings, together with interest, Fees and all other 
Obligations (other than any indemnities described in Section 13.13 which are 
not then due and payable) incurred hereunder, are paid in full:

                                     -72-
<PAGE>

                  8.01  INFORMATION COVENANTS.  The Borrower will furnish to 
each Bank:

                  (a) MONTHLY REPORTS. Within 30 days after the end of each
         fiscal month of the Borrower, the consolidated balance sheet of the
         Borrower and its Subsidiaries as at the end of such fiscal month and
         the related consolidated statements of income for such fiscal month and
         for the elapsed portion of the fiscal year ended with the last day of
         such fiscal month, in each case setting forth comparative figures for
         the corresponding fiscal month in the prior fiscal year and comparable
         budgeted figures for such fiscal month as set forth in the respective
         budget delivered pursuant to Section 8.01(d), all of which shall be
         certified by the chief financial officer or other Authorized Officer of
         the Borrower, subject to normal year-end audit adjustments and the
         absence of footnotes.

                  (b) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the
         close of the first three quarterly accounting periods in each fiscal
         year of the Borrower, (i) the consolidated balance sheet of the
         Borrower and its Subsidiaries as at the end of such quarterly
         accounting period and the related consolidated statements of income and
         retained earnings and of cash flows for such quarterly accounting
         period and for the elapsed portion of the fiscal year ended with the
         last day of such quarterly accounting period and the budgeted figures
         for such quarterly period as set forth in the respective budget
         delivered pursuant to Section 8.01(d) and (ii) management's discussion
         and analysis of the most important operational and financial
         developments during such quarterly period, all of which shall be in
         reasonable detail and certified by the chief financial officer or other
         Authorized Officer of the Borrower that they fairly present in all
         material respects the financial condition of the Borrower and its
         Subsidiaries as of the dates indicated and the results of their
         operations and changes in their cash flows for the periods indicated,
         subject to normal year-end audit adjustments and the absence of
         footnotes.

                  (c) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the
         close of each fiscal year of the Borrower, the consolidated balance
         sheet of the Borrower and its Subsidiaries as at the end of such fiscal
         year and the related consolidated statements of income and retained
         earnings and of cash flows for such fiscal year and setting forth
         comparative consolidated figures for the preceding fiscal year and
         comparable budgeted figures for such fiscal year as set forth in the
         respective budget delivered pursuant to Section 8.01(d) and (except for
         such comparable budgeted figures) certified by Ernst & Young, LLP or
         such other independent certified public accountants of recognized
         national standing as shall be reasonably acceptable to the
         Administrative Agent, in each case to the effect that such statements
         fairly present in all material respects the financial condition of the
         Borrower and its Subsidiaries as of the dates indicated and the results
         of their operations and changes in financial 

                                     -73-
<PAGE>


         position for the periods indicated in conformity with GAAP applied on 
         a basis consistent with prior years, together with a certificate of 
         such accounting firm stating that in the course of its regular audit 
         of the business of the Borrower and its Subsidiaries, which audit was 
         conducted in accordance with generally accepted auditing standards, no 
         Default or Event of Default which has occurred and is continuing has 
         come to their attention or, if such a Default or an Event of Default 
         has come to their attention, a statement as to the nature thereof.

                  (d) BUDGETS, ETC. Not more than 60 days after the commencement
         of each fiscal year of the Borrower, consolidated budgets of the
         Borrower and its Subsidiaries (x) in reasonable detail for each of the
         twelve months of such fiscal year and (y) in summary form for each of
         the five fiscal years immediately following such fiscal year, in each
         case as customarily prepared by management for its internal use setting
         forth, with appropriate discussion, the principal assumptions upon
         which such budgets are based. Together with each delivery of financial
         statements pursuant to Sections 8.01(a), (b) and (c), a comparison of
         the current year to date financial results against the budgets required
         to be submitted pursuant to this clause (d) shall be presented.

                  (e) OFFICER'S CERTIFICATES. At the time of the delivery of the
         financial statements provided for in Sections 8.01(a), (b) and (c), a
         certificate of the chief financial officer or other Authorized Officer
         of the Borrower to the effect that no Default or Event of Default
         exists or, if any Default or Event of Default does exist, specifying
         the nature and extent thereof, which certificate shall, if delivered in
         connection with the financial statements in respect of a period ending
         on the last day of a fiscal quarter or fiscal year of the Borrower, set
         forth (x) the calculations required to establish whether the Borrower
         and its Subsidiaries were in compliance with the provisions of Sections
         3.03, 9.02, 9.04(d), (g) and (j), 9.05(a), (g), (l) and (m) and 9.08
         through and including 9.11 as at the end of such fiscal quarter or
         year, as the case may be, and (y) the calculation of the Total Leverage
         Ratio, the Adjusted Total Leverage Ratio and the Adjusted Senior
         Leverage Ratio as at the last day of the respective fiscal quarter or
         fiscal year of the Borrower, as the case may be. In addition, at the
         time of the delivery of the financial statements provided for in
         Section 8.01(c), a certificate of the chief financial officer or other
         Authorized Officer of the Borrower setting forth (in reasonable detail)
         (i) the amount of, and calculations required to establish the amount
         of, Adjusted Excess Cash Flow for the Excess Cash Flow Period ending on
         the last day of the respective fiscal year and (ii) the calculations
         required to establish whether the Borrower was in compliance with
         Section 4.02(c) for the respective fiscal year.

                  (f) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any
         event within three Business Days after an officer of the Borrower or
         any of its Subsidiaries obtains 

                                     -74-
<PAGE>

         actual knowledge thereof, notice of (i) the occurrence of any event 
         which constitutes a Default or an Event of Default, which notice shall 
         specify the nature and period of existence thereof and what action the 
         Borrower proposes to take with respect thereto, (ii) any litigation or 
         proceeding pending or threatened (x) against the Borrower or any of its
         Subsidiaries which could reasonably be expected to have a Material 
         Adverse Effect, (y) with respect to any material Indebtedness of the 
         Borrower or any of its Subsidiaries or (z) with respect to any Document
         (other than such Documents referred to in clause (v) of the definition 
         thereof), (iii) any governmental investigation pending or threatened 
         against the Borrower or any of its Subsidiaries and (iv) any other 
         event which could reasonably be expected to have a Material Adverse 
         Effect.

                  (g) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy
         of each report or "management letter" submitted to the Borrower or any
         of its Subsidiaries by its independent accountants in connection with
         any annual, interim or special audit made by them of the books of the
         Borrower or any of its Subsidiaries and the management's non-privileged
         responses thereto.

                  (h) ENVIRONMENTAL MATTERS. Promptly after an officer of the
         Borrower or any of its Subsidiaries obtains actual knowledge of any of
         the following (but only to the extent that any of the following, either
         individually or in the aggregate, could reasonably be expected to (x)
         have a Material Adverse Effect or (y) result in a remedial cost to the
         Borrower or any of its Subsidiaries in excess of $300,000), written
         notice of:

                            (i) any pending or threatened Environmental Claim
                  against the Borrower or any of its Subsidiaries or any Real
                  Property owned or operated by the Borrower or any of its
                  Subsidiaries;

                           (ii) any condition or occurrence on any Real Property
                  owned or operated by the Borrower or any of its Subsidiaries
                  that (x) results in noncompliance by the Borrower or any of
                  its Subsidiaries with any applicable Environmental Law or (y)
                  could reasonably be anticipated to form the basis of an
                  Environmental Claim against the Borrower or any of its
                  Subsidiaries or any such Real Property;

                          (iii) any condition or occurrence on any Real Property
                  owned or operated by the Borrower or any of its Subsidiaries
                  that could reasonably be anticipated to cause such Real
                  Property to be subject to any restrictions on the ownership,
                  occupancy, use or transferability by the Borrower or such
                  Subsidiary, as the case may be, of its interest in such Real
                  Property under any Environmental Law; and

                                     -75-
<PAGE>

                           (iv) the taking of any removal or remedial action in
                  response to the actual or alleged presence of any Hazardous
                  Material on any Real Property owned or operated by the
                  Borrower or any of its Subsidiaries.

         All such notices shall describe in reasonable detail the nature of the
         claim, investigation, condition, occurrence or removal or remedial
         action and the Borrower's response or proposed response thereto. In
         addition, the Borrower agrees to provide the Banks with copies of all
         material communications by the Borrower or any of its Subsidiaries with
         any Person, government or governmental agency relating to Environmental
         Laws or to any of the matters set forth in clauses (i)-(iv) above, and
         such detailed reports relating to any of the matters set forth in
         clauses (i)-(iv) above as may reasonably be requested by the
         Administrative Agent or the Required Banks.

                  (i) ANNUAL MEETINGS WITH BANKS. At the request of the
         Administrative Agent, the Borrower shall within 120 days after the
         close of each of its fiscal years, hold a meeting (at a mutually
         agreeable location and time) open to all of the Banks at which meeting
         shall be reviewed the financial results of the previous fiscal year and
         the financial condition of the Borrower and its Subsidiaries and the
         budgets presented for the current fiscal year of the Borrower and its
         Subsidiaries.

                  (j) NOTICE OF COMMITMENT REDUCTIONS AND MANDATORY REPAYMENTS.
         On or prior to the date of any reduction to the Total Commitment or any
         mandatory repayment of outstanding Term Loans pursuant to any of
         Sections 4.02(c) through (g), inclusive, the Borrower shall provide
         written notice of the amount of the respective reduction or repayment,
         as the case may be, to the Total Revolving Loan Commitment, the Total
         Tranche C Term Loan Commitment or the outstanding Term Loans, as
         applicable, and the calculation thereof (in reasonable detail).

                  (k) SPECIAL REPORTS RELATING TO HEALTHCARE UNITS. Commencing
         with the fiscal quarter ended September 30, 1998, at the time of the
         delivery of the financial statements for the first and third fiscal
         quarters of the Borrower provided for in Section 8.01(b), a schedule of
         all of the Healthcare Units owned or leased by the Borrower or any of
         its Subsidiaries as of the fiscal quarter most recently ended, which
         schedule shall specify (i) whether the respective Healthcare Unit is
         leased or owned by the Borrower or such Subsidiary, (ii) the state in
         which the respective Healthcare Unit is registered or titled (if such
         Healthcare Unit is required to be registered or titled under applicable
         law), (iii) if the respective Healthcare Unit is required to be
         registered or titled under applicable law, whether a security interest
         has been recorded on the certificate of title for such Healthcare Unit
         in favor of the Collateral Agent for the benefit of the Secured
         Creditors, (iv) if the respective 

                                     -76-
<PAGE>

         Healthcare Unit is required to be registered or titled under 
         applicable law, whether the certificate of title for such Healthcare 
         Unit (as modified to reflect the security interest in favor of the 
         Collateral Agent) has been reregistered with the appropriate state 
         governmental agency (and, if not, the date by which such reregistration
         must be accomplished in accordance with the terms of the Security 
         Agreement), (v) the date of the acquisition of each new Healthcare Unit
         acquired on or after the Second Restatement Effective Date, and (vi) 
         each Healthcare Unit listed thereon acquired since the date of the 
         delivery of the previous schedule pursuant to this Section 8.01(k).

                  (l) OTHER INFORMATION. Promptly upon transmission thereof,
         copies of any filings and registrations with, and reports to, the SEC
         by the Borrower or any of its Subsidiaries and copies of all financial
         statements, proxy statements, notices and reports as the Borrower or
         any of its Subsidiaries shall send generally to analysts and the
         holders of their capital stock (including, in the case of the Borrower,
         PIK Preferred Stock) or of the Senior Subordinated Notes or any
         Permitted Debt in their capacity as such holders (to the extent not
         theretofore delivered to the Banks pursuant to this Agreement) and,
         with reasonable promptness, such other information or documents
         (financial or otherwise) as any Agent on its own behalf or on behalf of
         the Required Banks may reasonably request from time to time.

                  8.02 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries in conformity with GAAP and all
requirements of law shall be made of all dealings and transactions in relation
to its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit, upon notice to the chief financial officer or other
Authorized Officer of the Borrower, officers and designated representatives of
the Agents or the Required Banks to visit and inspect any of the properties or
assets of the Borrower and any of its Subsidiaries in whomsoever's possession,
and to examine the books of account of the Borrower and any of its Subsidiaries
and discuss the affairs, finances and accounts of the Borrower and of any of its
Subsidiaries with, and be advised as to the same by, their officers and
independent accountants, all at such reasonable times and intervals and to such
reasonable extent as any Agent or the Required Banks may desire.

                  8.03 INSURANCE. (a) The Borrower will, and will cause each of
its Subsidiaries to (i) maintain, with financially sound and reputable insurance
companies, insurance on all its property in at least such amounts and against at
least such risks as is consistent and in accordance with industry practice and
(ii) furnish to each Agent and each of the Banks, upon request, full information
as to the insurance carried. In addition to the requirements of the immediately
preceding sentence, the Borrower will at all times cause insurance of the types
described in Schedule VIII to be maintained (with the same scope of coverage as
that 

                                     -77-
<PAGE>

described in Schedule VIII) at levels which are consistent with its practices 
immediately before the Second Restatement Effective Date, taking into account 
the age and fair market value of equipment. Such insurance shall include 
physical damage insurance on all real and personal property (whether now 
owned or hereafter acquired) on an all risk basis and business interruption 
insurance. The provisions of this Section 8.03 shall be deemed supplemental 
to, but not duplicative of, the provisions of any Security Documents that 
require the maintenance of insurance.

                  (b) The Borrower will, and will cause each of its 
Subsidiaries to, at all times keep the respective property of the Borrower 
and its Subsidiaries (except real or personal property leased or financed 
through third parties in accordance with this Agreement) insured in favor of 
the Collateral Agent, and all policies or certificates with respect to such 
insurance (and any other insurance maintained by, or on behalf of, the 
Borrower or any Subsidiary of the Borrower) (i) shall be endorsed to the 
Collateral Agent's satisfaction for the benefit of the Collateral Agent 
(including, without limitation, by naming the Collateral Agent as certificate 
holder, mortgagee and loss payee with respect to real property, certificate 
holder and loss payee with respect to personal property, additional insured 
with respect to general liability and umbrella liability coverage and 
certificate holder with respect to workers' compensation insurance), (ii) 
shall state that such insurance policies shall not be cancelled or materially 
changed without at least 30 days' prior written notice thereof by the 
respective insurer to the Collateral Agent and (iii) shall be deposited with 
the Collateral Agent.

                  (c) If the Borrower or any of its Subsidiaries shall fail 
to maintain all insurance in accordance with this Section 8.03, or if the 
Borrower or any of its Subsidiaries shall fail to so name the Collateral 
Agent as an additional insured, mortgagee or loss payee, as the case may be, 
or so deposit all certificates with respect thereto, the Administrative Agent 
and/or the Collateral Agent shall have the right (but shall be under no 
obligation) to procure such insurance, and the Credit Parties agree to 
jointly and severally reimburse the Administrative Agent or the Collateral 
Agent, as the case may be, for all costs and expenses of procuring such 
insurance.

                  8.04 PAYMENT OF TAXES. The Borrower will pay and discharge, 
and will cause each of its Subsidiaries to pay and discharge, all taxes, 
assessments and governmental charges or levies imposed upon it or upon its 
income or profits, or upon any properties belonging to it, prior to the date 
on which penalties attach thereto, and all lawful claims for sums that have 
become due and payable which, if unpaid, might become a Lien not otherwise 
permitted under Section 9.03(a); PROVIDED that neither the Borrower nor any 
of its Subsidiaries shall be required to pay any such tax, assessment, 
charge, levy or claim which is being contested in good faith and by proper 
proceedings if it has maintained adequate reserves with respect thereto in 
accordance with GAAP.

                  8.05 CORPORATE FRANCHISES. The Borrower will do, and will
cause each of 

                                     -78-
<PAGE>

its Subsidiaries to do, or cause to be done, all things necessary to preserve 
and keep in full force and effect its existence and its material rights, 
franchises, authority to do business, licenses, certifications, 
accreditations and patents, except for rights, franchises, authority to do 
business, licenses, certifications, accreditations and patents the loss of 
which (individually and in the aggregate) could not reasonably be expected to 
have a Material Adverse Effect; provided, however, that any transaction 
permitted by Section 9.02 will not constitute a breach of this Section 8.05.

                  8.06 COMPLIANCE WITH STATUTES; ETC. The Borrower will, and
will cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except for such noncompliance as
would not have a Material Adverse Effect or a material adverse effect on the
ability of any Credit Party to perform its obligations under any Credit Document
to which it is a party.

                  8.07  COMPLIANCE WITH ENVIRONMENTAL LAWS.  (a)(i)  The 
Borrower will comply, and will cause each of its Subsidiaries to comply, in 
all material respects with all Environmental Laws applicable to the ownership 
or use of its Real Property now or hereafter owned or operated by the 
Borrower or any of its Subsidiaries, will promptly pay or cause to be paid 
all costs and expenses incurred in connection with such compliance, and will 
keep or cause to be kept all such Real Property free and clear of any Liens 
imposed pursuant to such Environmental Laws and (ii) neither the Borrower nor 
any of its Subsidiaries will generate, use, treat, store, Release or dispose 
of, or permit the generation, use, treatment, storage, release or disposal 
of, Hazardous Materials on any Real Property owned or operated by the 
Borrower or any of its Subsidiaries, or transport or permit the 
transportation of Hazardous Materials to or from any such Real Property, 
unless the failure to comply with the requirements specified in clause (i) or 
(ii) above, either individually or in the aggregate, would not reasonably be 
expected to have a Material Adverse Effect.  If the Borrower or any of its 
Subsidiaries, or any tenant or occupant of any Real Property owned or 
operated by the Borrower or any of its Subsidiaries, cause or permit any 
intentional or unintentional act or omission resulting in the presence or 
Release of any Hazardous Material (except in compliance with applicable 
Environmental Laws), the Borrower agrees to undertake, and/or to cause any of 
its Subsidiaries, tenants or occupants to undertake, at their sole expense, 
any clean up, removal, remedial or other action required pursuant to 
Environmental Laws to remove and clean up any Hazardous Materials from any 
Real Property except where the failure to do so would not reasonably be 
expected to have a Material Adverse Effect; PROVIDED that neither the 
Borrower nor any of its Subsidiaries shall be required to comply with 
any such order or directive which is being contested in good faith and by 
proper proceedings so long as it has maintained adequate reserves with 
respect to such compliance to the extent required in accordance with GAAP.

                                     -79-
<PAGE>

                  (b) At the written request of the Administrative Agent or the
Required Banks, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time, the Borrower will provide, at its
sole cost and expense, an environmental site assessment report concerning any
Real Property now or hereafter owned or operated by the Borrower or any of its
Subsidiaries, prepared by an environmental consulting firm approved by the
Administrative Agent, addressing the matters in clause (i), (ii) or (iii) below
which gives rise to such request (or, in the case of a request pursuant to
following clause (i), addressing such matter as may be requested by the
Administrative Agent or the Required Banks) and estimating the range of the
potential costs of any removal, remedial or other corrective action in
connection with any such matter, provided that in no event shall such request be
made unless (i) an Event of Default has occurred and is continuing, (ii) the
Banks receive notice under Section 8.01(h) for any event for which notice is
required to be delivered for any such Real Property or (iii) the Administrative
Agent or the Required Banks reasonably believe that there was a breach of any
representation, warranty or covenant contained in Section 7.17 or 8.07(a). If
the Borrower fails to provide the same within 60 days after such request was
made, the Administrative Agent may order the same, and the Borrower shall grant
and hereby grants, to the Administrative Agent and the Banks and their agents
access to such Real Property and specifically grants, the Administrative Agent
and the Banks and their agents an irrevocable non-exclusive license, subject to
the rights of tenants, to undertake such an assessment, all at the Borrower's
expense.

                  8.08 ERISA. As soon as possible and, in any event, within ten
days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, the
Borrower will deliver to each of the Banks a certificate of the chief financial
officer of the Borrower setting forth the full details as to such occurrence and
the action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate
is required or proposes to take, together with any notices required or proposed
to be given to or filed with or by the Borrower, the Subsidiary, the ERISA
Affiliate, the PBGC, a Plan participant or the Plan administrator with respect
thereto: that a Reportable Event has occurred (except to the extent that the
Borrower has previously delivered to the Banks a certificate and notices (if
any) concerning such event pursuant to the next clause hereof); that a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA is subject to the advance reporting requirement of
PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof),
and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur within the following 30
days; that an accumulated funding deficiency, within the meaning of Section 412
of the Code or Section 302 of ERISA, has been incurred or an application may be
or has been made for a waiver or modification of the minimum funding standard
(including any required installment payments) or an extension of any
amortization period under Section 412 of the Code or Section 303 or 304 of ERISA
with respect to a Plan; that any contribution required to be made with respect
to a Plan has not been timely made; that a Plan has been or may be terminated,
reorganized, partitioned or 

                                     -80-
<PAGE>

declared insolvent under Title IV of ERISA; that a Plan has an Unfunded 
Current Liability; that proceedings may be or have been instituted to 
terminate or appoint a trustee to administer a Plan which is subject to Title 
IV of ERISA; that a proceeding has been instituted pursuant to Section 515 of 
ERISA to collect a delinquent contribution to a Plan; that the Borrower, any 
Subsidiary of the Borrower or any ERISA Affiliate will or may incur any 
liability (including any indirect, contingent, or secondary liability) to or 
on account of the termination of or withdrawal from a Plan under Section 
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan 
under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 
502(i) or 502(l) of ERISA or with respect to a group health plan (as defined 
in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 
4980B of the Code; or that the Borrower or any Subsidiary of the Borrower may 
incur any material liability pursuant to any employee welfare benefit plan 
(as defined in Section 3(1) of ERISA) that provides benefits to retired 
employees or other former employees (other than as required by Section 601 of 
ERISA) or any Plan. The Borrower will deliver to each of the Banks (i) a 
complete copy of the annual report (on Internal Revenue Service Form 
5500-series) of each Plan (including, to the extent required, the related 
financial and actuarial statements and opinions and other supporting 
statements, certifications, schedules and information) required to be filed 
with the Internal Revenue Service and (ii) copies of any records, documents 
or other information that must be furnished to the PBGC with respect to any 
Plan pursuant to Section 4010 of ERISA. In addition to any certificates or 
notices delivered to the Banks pursuant to the first sentence hereof, copies 
of annual reports and any records, documents or other information required to 
be furnished to the PBGC, and any material notices received by the Borrower, 
any Subsidiary of the Borrower or any ERISA Affiliate with respect to any 
Plan shall be delivered to the Banks no later than ten days after the date 
such report has been filed with the Internal Revenue Service or such records, 
documents and/or information has been furnished to the PBGC or such notice 
has been received by the Borrower, such Subsidiary or such ERISA Affiliate, 
as applicable.

                  8.09 GOOD REPAIR. The Borrower will, and will cause each of
its Subsidiaries to, ensure that its material properties and equipment used in
its business are kept in good repair, working order and condition, ordinary wear
and tear excepted, and that from time to time there are made in such properties
and equipment all needful and proper repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto, to the extent and
in the manner useful or customary for companies in similar businesses.

                  8.10 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower will,
for financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (ii) each of
its, and each of its Subsidiaries', fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.

                  8.11 ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) The Borrower
will, and 

                                     -81-
<PAGE>

will cause each of its Wholly-Owned Domestic Subsidiaries (and to the extent 
Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the 
Collateral Agent security interests and mortgages in such assets and real 
property of the Borrower and its Wholly-Owned Subsidiaries as are not covered 
by the original Security Documents, and as may be requested from time to time 
by the Administrative Agent or the Required Banks (collectively, the 
"Additional Security Documents"). All such security interests and mortgages 
shall be granted pursuant to documentation reasonably satisfactory in form 
and substance to the Collateral Agent and shall constitute valid and 
enforceable perfected security interests and mortgages superior to and prior 
to the rights of all third Persons and subject to no other Liens except for 
Permitted Liens. The Additional Security Documents or instruments related 
thereto shall have been duly recorded or filed in such manner and in such 
places as are required by law to establish, perfect, preserve and protect the 
Liens in favor of the Collateral Agent required to be granted pursuant to the 
Additional Security Documents and all taxes, fees and other charges payable 
in connection therewith shall have been paid in full.

                  (b) The Borrower will, and will cause each of its 
Wholly-Owned Subsidiaries to, at the expense of the Borrower, make, execute, 
endorse, acknowledge, file and/or deliver to the Collateral Agent from time 
to time such vouchers, invoices, schedules, confirmatory assignments, 
conveyances, financing statements, transfer endorsements, powers of attorney, 
certificates, real property surveys, reports and other assurances or 
instruments and take such further steps relating to the Collateral covered by 
any of the Security Documents as the Collateral Agent may reasonably require 
(including, without limitation, reregistering the certificate of title of any 
mobile Healthcare Unit in any state in which such Healthcare Unit primarily 
operates, to the extent the Collateral Agent determines, in its reasonable 
discretion, that such action is required to ensure the perfection of its 
security interest in such Collateral). Furthermore, the Borrower shall cause 
to be delivered to the Collateral Agent such opinions of counsel, title 
insurance and other related documents as may be reasonably requested by the 
Collateral Agent to assure itself that this Section 8.11 has been complied 
with.

                  (c) Each of the Credit Parties agrees that each action 
required above by this Section 8.11 shall be completed as soon as possible, 
but in no event later than 90 days after such action is either requested to 
be taken by the Administrative Agent, the Collateral Agent or the Required 
Banks or required to be taken by the Borrower and its Subsidiaries pursuant 
to the terms of this Section 8.11.

                  8.12 FOREIGN SUBSIDIARIES SECURITY. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower reasonably acceptable to the Administrative Agent does not within 30
days after a request from the Administrative Agent or the Required Banks deliver
evidence, in form and substance mutually satisfactory 

                                     -82-
<PAGE>

to the Administrative Agent and the Borrower, with respect to any Foreign 
Subsidiary of the Borrower which has not already had all of its stock pledged 
pursuant to the Pledge Agreement that (i) a pledge of 66-2/3% or more of the 
total combined voting power of all classes of capital stock of such Foreign 
Subsidiary entitled to vote, (ii) the entering into by such Foreign 
Subsidiary of a security agreement in substantially the form of the Security 
Agreement and (iii) the entering into by such Foreign Subsidiary of a 
guaranty in substantially the form of the Subsidiaries Guaranty, in any such 
case could reasonably be expected to cause (I) the undistributed earnings of 
such Foreign Subsidiary as determined for Federal income tax purposes to be 
treated as a deemed dividend to such Foreign Subsidiary's United States 
parent for Federal income tax purposes or (II) other material adverse Federal 
income tax consequences to the Credit Parties, then in the case of a failure 
to deliver the evidence described in clause (i) above, that portion of such 
Foreign Subsidiary's outstanding capital stock so issued by such Foreign 
Subsidiary, in each case not theretofore pledged pursuant to the Pledge 
Agreement shall be pledged to the Collateral Agent for the benefit of the 
Secured Creditors pursuant to the Pledge Agreement (or another pledge 
agreement in substantially similar form, if needed), and in the case of a 
failure to deliver the evidence described in clause (ii) above, such Foreign 
Subsidiary shall execute and deliver the Security Agreement (or another 
security agreement in substantially similar form, if needed), granting the 
Secured Creditors a security interest in all of such Foreign Subsidiary's 
assets and securing the Obligations of the Borrower under the Credit 
Documents and under any Interest Rate Protection Agreement or Other Hedging 
Agreement and, in the event the Subsidiaries Guaranty shall have been 
executed by such Foreign Subsidiary, the obligations of such Foreign 
Subsidiary thereunder, and in the case of a failure to deliver the evidence 
described in clause (iii) above, such Foreign Subsidiary shall execute and 
deliver the Subsidiaries Guaranty (or another guaranty in substantially 
similar form, if needed), guaranteeing the Obligations of the Borrower under 
the Credit Documents and under any Interest Rate Protection Agreement or 
Other Hedging Agreement, in each case to the extent that the entering into of 
such Security Agreement or Subsidiaries Guaranty is permitted by the laws of 
the respective foreign jurisdiction and with all documents delivered pursuant 
to this Section 8.12 to be in form and substance reasonably satisfactory to 
the Administrative Agent and/or the Collateral Agent.

                  8.13 USE OF PROCEEDS. All proceeds of the Loans shall be used
as provided in Section 7.05.

                  8.14 PERMITTED ACQUISITIONS. (a) Subject to the provisions of
this Section 8.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may
from time to time effect Permitted Acquisitions, so long as (in each case except
to the extent the Required Banks otherwise specifically agree in writing in the
case of a specific Permitted Acquisition): (i) no Default or Event of Default
shall be in existence at the time of the consummation of the proposed Permitted
Acquisition or immediately after giving effect thereto; (ii) the Borrower shall
have given the Administrative Agent and the Banks at least 5 Business Days'
prior written notice 

                                     -83-


<PAGE>

of any Permitted Acquisition; (iii) calculations are made by the Borrower of 
compliance with the covenants contained in Sections 9.08, 9.09, 9.10 and 9.11 
(in the case of Section 9.11, giving effect to the last sentence appearing 
therein) for the period of four (except in the case of any determination of 
Consolidated EBITDA for purposes of such Sections, which shall be measured on 
a two-quarter annualized basis as provided in the definition thereof) 
consecutive fiscal quarters (taken as one accounting period) most recently 
ended prior to the date of such Permitted Acquisition (each, a "Calculation 
Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition (as 
well as all other Permitted Acquisitions theretofore consummated after the 
first day of such Calculation Period) had occurred on the first day of such 
Calculation Period, and such recalculations shall show that such financial 
covenants would have been complied with if the Permitted Acquisition had 
occurred on the first day of such Calculation Period (for this purpose, if 
the first day of the respective Calculation Period occurs prior to the 
Original Effective Date, the First Restatement Effective Date or the Second 
Restatement Effective Date, calculated as if the covenants contained in said 
Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving 
effect to the last sentence appearing therein) had been applicable from the 
first day of the Calculation Period); (iv) based on good faith projections 
prepared by the Borrower for the period from the date of the consummation of 
the Permitted Acquisition to the date which is one year thereafter, the level 
of financial performance measured by the covenants set forth in Sections 
9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the 
last sentence appearing therein) shall be better than or equal to such level 
as would be required to provide that no Default or Event of Default would 
exist under the financial covenants contained in Sections 9.08, 9.09, 9.10 
and 9.11 (in the case of Section 9.11, giving effect to the last sentence 
appearing therein) of this Agreement as compliance with such covenants would 
be required through the date which is one year from the date of the 
consummation of the respective Permitted Acquisition; (v) calculations are 
made by the Borrower demonstrating compliance with an Adjusted Senior 
Leverage Ratio not to exceed 3.0:1.0 on the last day of the relevant 
Calculation Period, on a PRO FORMA Basis as if the respective Permitted 
Acquisition (as well as all other Permitted Acquisitions theretofore 
consummated after the first day of such Calculation Period) had occurred on 
the first day of such Calculation Period; (vi) all representations and 
warranties contained herein and in the other Credit Documents shall be true 
and correct in all material respects with the same effect as though such 
representations and warranties had been made on and as of the date of such 
Permitted Acquisition (both before and after giving effect thereto), unless 
stated to relate to a specific earlier date, in which case such 
representations and warranties shall be true and correct in all material 
respects as of such earlier date; (vii) the Borrower provides to the 
Administrative Agent and the Banks as soon as available but not later than 5 
Business Days after the execution thereof, a copy of any executed purchase 
agreement or similar agreement with respect to such Permitted Acquisition; 
(viii) after giving effect to each Permitted Acquisition (and the payment of 
all post-closing purchase price adjustments required (in the good faith 
determination of the Borrower) in connection therewith and all capital 
expenditures (and the financing thereof) reasonably anticipated by the 
Borrower to be made in the business acquired pursuant to such 

                                     -84-
<PAGE>

Permitted Acquisition within 90 days following such Permitted Acquisition), 
the Total Unutilized Revolving Loan Commitment shall equal or exceed 
$10,000,000; and (ix) the Borrower shall have delivered to the Administrative 
Agent an officer's certificate executed by an Authorized Officer of the 
Borrower, certifying to the best of his knowledge, compliance with the 
requirements of preceding clauses (i) through (vi), inclusive, and (viii) and 
containing the calculations required by the preceding clauses (iii), (iv), 
(v) and (viii).

                  (b) At the time of each Permitted Acquisition involving the 
creation or acquisition of a Subsidiary, or the acquisition of capital stock 
or other equity interest of any Person, the capital stock or other equity 
interests thereof created or acquired in connection with such Permitted 
Acquisition shall be pledged for the benefit of the Secured Creditors 
pursuant to the Pledge Agreement in accordance with the requirements of 
Section 9.15.

                  (c) The Borrower shall cause each Subsidiary which is 
formed to effect, or is acquired pursuant to, a Permitted Acquisition to 
comply with, and to execute and deliver, all of the documentation required 
by, Sections 8.11 and 9.15, to the satisfaction of the Administrative Agent.

                  (d) The consummation of each Permitted Acquisition shall be 
deemed to be a representation and warranty by the Borrower that the 
certifications by the Borrower (or by one or more of its Authorized Officers) 
pursuant to Section 8.14(a) are true and correct and that all conditions 
thereto have been satisfied and that same is permitted in accordance with the 
terms of this Agreement, which representation and warranty shall be deemed to 
be a representation and warranty for all purposes hereunder, including, 
without limitation, Sections 6 and 10.

                  8.15  MAINTENANCE OF COMPANY SEPARATENESS.  The Borrower 
will, and will cause each of its Subsidiaries to, satisfy customary Company 
formalities, including, as applicable, the holding of regular board of 
directors' and shareholders' meetings or action by directors or shareholders 
without a meeting and the maintenance of Company offices and records.  
Neither the Borrower nor any of its Subsidiaries shall take any action, or 
conduct its affairs in a manner, which is likely to result in the Company 
existence of the Borrower or any of its Subsidiaries being ignored, or in the 
assets and liabilities of the Borrower or any of its Subsidiaries being 
substantively consolidated with those of any other such Person in a 
bankruptcy, reorganization or other insolvency proceeding.

                  8.16 PERFORMANCE OF OBLIGATIONS. The Borrower will, and will
cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage, deed of trust, indenture, loan agreement or credit
agreement and each other material agreement, contract or instrument by which it
is bound, except such non-performances as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                                     -85-
<PAGE>

                  8.17 YEAR 2000 COMPLIANCE. The Borrower will ensure that its
Information Systems and Equipment are at all times after January 1, 1999 Year
2000 Compliant, except insofar as the failure to do so will not result in a
Material Adverse Effect, and shall notify the Administrative Agent and any Bank
promptly upon detecting any material failure of the Information Systems and
Equipment to be Year 2000 Compliant. In addition, the Borrower shall provide the
Administrative Agent and any Bank with such information about its year 2000
computer readiness (including, without limitation, information as to contingency
plans, budgets and testing results) as the Administrative Agent or such Bank
shall reasonably request.

                  SECTION 9. NEGATIVE COVENANTS. The Borrower hereby covenants
and agrees that as of the Second Restatement Effective Date and thereafter for
so long as this Agreement is in effect and until the Total Commitment has
terminated, no Letters of Credit or Notes are outstanding and the Loans,
together with interest, Fees and all other Obligations (other than any
indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder, are paid in full:

                  9.01  CHANGES IN BUSINESS.  (a)   The Borrower and its 
Subsidiaries will not engage in any business other than a Permitted Business.

                  (b) Notwithstanding the foregoing or anything to the contrary
contained in this Agreement, the Borrower will not permit any Excluded
Subsidiary to engage in any significant business or to own assets with an
aggregate value in excess of $50,000 (or an account receivable not to exceed
$400,000 in the case of Epic/Alliance of Texas, Inc.).

                  9.02 CONSOLIDATION; MERGER; SALE OR PURCHASE OF ASSETS; ETC.
The Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets (other than inventory in the ordinary course of
business), or enter into any sale-leaseback transactions, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other than purchases or other acquisitions of inventory,
materials, general intangibles and equipment in the ordinary course of business)
of any Person or agree to do any of the foregoing at any future time, except
that the following shall be permitted:

                  (a) the Borrower and its Subsidiaries may, as lessee, enter
         into operating leases in the ordinary course of business with respect
         to real or personal property;

                  (b) Capital Expenditures (including payments in respect of
         Capitalized Lease Obligations entered into after the Original Effective
         Date, but excluding Capital Expenditures which may arise as a result of
         the purchase of any capital stock or equity interests in any other
         Person or by means of a purchase of assets constituting 

                                     -86-
<PAGE>

         a business, division or product line of any Person, which expenditures 
         may only be made pursuant to Permitted Acquisitions effected in 
         accordance with the relevant provisions of this Agreement) by the 
         Borrower and its Subsidiaries shall be permitted so long as same do 
         not cause a violation of any of the other provisions of this Agreement;

                  (c)  Investments permitted pursuant to Section 9.05 and the 
         liquidation of Cash Equivalents in the ordinary course of business;

                  (d) the Borrower and any of its Subsidiaries may sell or
         otherwise dispose of assets (excluding capital stock of, or other
         equity interests in, Subsidiaries and Healthcare Units) which, in the
         reasonable opinion of such Person, are obsolete, uneconomic or no
         longer useful in the conduct of such Person's business, PROVIDED that
         except with respect to asset dispositions or transfers arising out of,
         or in connection with, the events described in clauses (i) and (ii) of
         the definition of Recovery Event, (w) each such sale or disposition
         shall be for an amount at least equal to the fair market value thereof
         (as determined in good faith by senior management of the Borrower), (x)
         each such sale or disposition (I) results in consideration at least 80%
         of which (taking the amount of cash, the principal amount of any
         promissory notes and the fair market value, as determined by the
         Borrower in good faith, of any other consideration) shall be in the
         form of cash or (II) results in the assumption of all of the
         Capitalized Lease Obligations of the Borrower or such Subsidiary in
         respect of such asset by the purchaser thereof, (y) the aggregate Net
         Sale Proceeds from all assets sold or otherwise disposed of pursuant to
         this clause (d) (and clause (d) of Section 9.02 of each of the Original
         Credit Agreement and the First Amended and Restated Credit Agreement),
         when added to the aggregate amount of all Capitalized Lease Obligations
         assigned in connection with all assets sold or otherwise disposed of
         pursuant to this clause (d) (and clause (d) of Section 9.02 of each of
         the Original Credit Agreement and the First Amended and Restated Credit
         Agreement), shall not exceed $2,500,000 in the aggregate in any fiscal
         year of the Borrower and (z) the Net Sale Proceeds therefrom are either
         applied to repay Term Loans (or reduce the Total Revolving Loan
         Commitment or the Total Tranche C Term Loan Commitment) as provided in
         Section 4.02(c) or reinvested in replacement assets or retained to the
         extent permitted by Section 4.02(c) and/or the other relevant
         provisions of this Agreement;

                  (e) any Subsidiary of the Borrower may transfer assets to the
         Borrower or to any other Wholly-Owned Subsidiary of the Borrower, so
         long as any security interests granted to the Collateral Agent for the
         benefit of the Secured Creditors pursuant to the Security Documents in
         the assets so transferred shall remain in full force and effect and
         perfected (to at least the same extent as in effect immediately prior
         to such transfer);

                                     -87-
<PAGE>

                  (f) any Subsidiary of the Borrower may merge with and into, or
         be dissolved or liquidated into, the Borrower, so long as (i) the
         Borrower is the surviving corporation of any such merger, dissolution
         or liquidation and (ii) any security interests granted to the
         Collateral Agent for the benefit of the Secured Creditors pursuant to
         the Security Documents in the assets of such Subsidiary shall remain in
         full force and effect and perfected (to at least the same extent as in
         effect immediately prior to such merger, dissolution or liquidation);

                  (g) any Subsidiary of the Borrower may merge with and into, or
         be dissolved or liquidated into, any Wholly-Owned Domestic Subsidiary
         of the Borrower, so long as (i) such Wholly-Owned Domestic Subsidiary
         is the surviving corporation of any such merger, dissolution or
         liquidation and (ii) any security interests granted to the Collateral
         Agent for the benefit of the Secured Creditors pursuant to the Security
         Documents in the assets of such Subsidiary shall remain in full force
         and effect and perfected (to at least the same extent as in effect
         immediately prior to such merger, dissolution or liquidation);

                  (h) the Borrower and its Wholly-Owned Domestic Subsidiaries
         shall be permitted to make Permitted Acquisitions, so long as such
         Permitted Acquisitions are effected in accordance with the requirements
         of Section 8.14;

                  (i)  the ASHS Acquisition shall be permitted in accordance 
         with the requirements of this Agreement;

                  (j) the Borrower and its Subsidiaries may, in the ordinary
         course of business, license patents, trademarks, copyrights and
         know-how to or from third Persons or one another, so long as each such
         license is permitted to be assigned pursuant to the Security Agreement
         (to the extent that a security interest in such patents, trademarks,
         copyrights and know-how is granted thereunder) and does not otherwise
         prohibit the granting of a Lien by the Borrower or any of its
         Subsidiaries pursuant to the Security Agreement in the intellectual
         property covered by such license;

                  (k) the Borrower or any of its Subsidiaries may effect
         Permitted Sale-Leaseback Transactions in accordance with the definition
         thereof; PROVIDED that the aggregate amount of all proceeds received by
         the Borrower and its Subsidiaries from all Permitted Sale-Leaseback
         Transactions consummated on and after the Original Effective Date shall
         not exceed $15,000,000;

                  (l) the Borrower and any of its Subsidiaries may sell
         Healthcare Units which, in the reasonable opinion of such Person, are
         obsolete, uneconomic or no longer useful in the conduct of such
         Person's business or otherwise require upgrad-

                                     -88-
<PAGE>

         ing, PROVIDED that (i) any such sale shall be for an amount at least 
         equal to the fair market value thereof (as determined in good faith 
         by senior management of the Borrower), (ii) such sale (x) results in 
         consideration at least 80% of which (taking the amount of cash, the 
         principal amount of any promissory notes and the fair market value, 
         as determined by the Borrower in good faith, of any other 
         consideration) shall be in the form of cash or (y) results in the 
         assumption of all of the Capitalized Lease Obligations of the Borrower 
         or such Subsidiary in respect of such Healthcare Unit by the purchaser 
         thereof, (iii) the Net Sale Proceeds from, or the amount of Capitalized
         Lease Obligations assigned in connection with, any such sale, when 
         added to the aggregate Net Sale Proceeds received from, and the 
         aggregate amount of all Capitalized Lease Obligations assigned in 
         connection with, all other Healthcare Units sold pursuant to 
         clause (l) of Section 9.02 of each of the Original Credit Agreement 
         and the First Amended and Restated Credit Agreement after the Original 
         Effective Date and this clause (l) after the Second Restatement 
         Effective Date, shall not exceed $25,000,000 and (iv) any Net Sale 
         Proceeds from any such sale are applied to repay Term Loans (or reduce 
         the Total Revolving Loan Commitment or the Total Tranche C Term Loan 
         Commitment) as provided in Section 4.02(c) or reinvested in replacement
         assets or retained to the extent permitted by Section 4.02(c) and/or 
         the other relevant provisions of this Agreement;

                  (m) the Borrower and any of its Subsidiaries may effect
         Healthcare Unit Replacements, PROVIDED that (i) any disposition of a
         Healthcare Unit pursuant to a Healthcare Unit Replacement shall be for
         an amount (including any credits towards the purchase of a replacement
         mobile Healthcare Unit) at least equal to the fair market value thereof
         (as determined in good faith by senior management of the Borrower) and
         (ii) the Net Sale Proceeds from any such disposition are applied to
         repay Term Loans (or reduce the Total Revolving Loan Commitment or the
         Total Tranche C Term Loan Commitment) as provided in Section 4.02(c) or
         reinvested in replacement Healthcare Units or retained to the extent
         permitted by Section 4.02(c); and

                  (n) the Borrower and any of its Subsidiaries may sell or
         otherwise dispose of the capital stock of, or other equity interests
         in, any of their respective Subsidiaries and Joint Ventures which, in
         the reasonable opinion of such Person, are uneconomic or no longer
         useful in the conduct of such Person's business, PROVIDED that (w) each
         such sale or disposition shall be for an amount at least equal to the
         fair market value thereof (as determined in good faith by senior
         management of the Borrower), (x) each such sale results in
         consideration at least 80% of which (taking the amount of cash, the
         principal amount of any promissory notes and the fair market value, as
         determined by the Borrower in good faith, of any other consideration)
         shall be in the form of cash, (y) the aggregate Net Sale Proceeds of
         all assets sold or otherwise disposed of pursuant to clause (n) of
         Section 9.02 of each of the 

                                     -89-
<PAGE>

         Original Credit Agreement and the First Amended and Restated Credit 
         Agreement after the Original Effective Date and this clause (n) after 
         the Second Restatement Effective Date shall not exceed $15,000,000 in 
         the aggregate and (z) the Net Sale Proceeds therefrom are either 
         applied to repay Term Loans (or reduce the Total Revolving Loan 
         Commitment or the Total Tranche C Term Loan Commitment) as provided 
         in Section 4.02(c) or reinvested in replacement assets or retained to 
         the extent permitted by Section 4.02(c) and/or the other relevant 
         provisions of this Agreement.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale or other disposition of any Collateral, or any Collateral is
sold or otherwise disposed of as permitted by this Section 9.02, such Collateral
(unless transferred to the Borrower or a Subsidiary thereof) shall be sold or
otherwise disposed of free and clear of the Liens created by the Security
Documents and the Administrative Agent shall take such actions (including,
without limitation, directing the Collateral Agent to take such actions) as are
appropriate in connection therewith.

                  9.03 LIENS. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets of any kind (real or personal, tangible
or intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to the
Borrower or any of its Subsidiaries) or assign any right to receive income,
except for the following (collectively, the "Permitted Liens"):

                  (a) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or Liens for taxes,
         assessments or governmental charges or levies being contested in good
         faith and by appropriate proceedings for which adequate reserves have
         been established in accordance with GAAP;

                  (b) Liens in respect of property or assets of the Borrower or
         any of its Subsidiaries imposed by law which were incurred in the
         ordinary course of business and which have not arisen to secure
         Indebtedness for borrowed money, such as carriers', warehousemen's and
         mechanics' Liens, statutory landlord's Liens, and other similar Liens
         arising in the ordinary course of business, and which either (x) do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of the Borrower or any of its Subsidiaries or (y) are being
         contested in good faith by appropriate proceedings, which proceedings
         have the effect of preventing the forfeiture or sale of the property or
         asset subject to such Lien;

                                     -90-
<PAGE>

                  (c)  Liens created by or pursuant to this Agreement and the 
         Security Documents;

                  (d) Liens in existence on the Second Restatement Effective
         Date (or, to the extent Schedule IX is updated on the ASHS Acquisition
         Date pursuant to Section 5B.14, on the ASHS Acquisition Date) which are
         listed, and the property subject thereto described, in Schedule IX,
         without giving effect to any extensions or renewals thereof;

                  (e) Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under Section 10.09,
         PROVIDED that the amount of cash and property (determined on a fair
         market value basis) deposited or delivered to secure the respective
         judgment or decree or subject to attachment shall not exceed $2,500,000
         at any time;

                  (f) Liens (other than any Lien imposed by ERISA) (x) incurred
         or deposits made in the ordinary course of business of the Borrower and
         its Subsidiaries in connection with workers' compensation, unemployment
         insurance and other types of social security, (y) to secure the
         performance by the Borrower and its Subsidiaries of tenders, statutory
         obligations (other than excise taxes), surety, stay, customs and appeal
         bonds, statutory bonds, bids, leases, government contracts, trade
         contracts, performance and return of money bonds and other similar
         obligations (exclusive of obligations for the payment of borrowed
         money) or (z) to secure the performance by the Borrower and its
         Subsidiaries of leases of Real Property, to the extent incurred or made
         in the ordinary course of business consistent with past practices,
         PROVIDED that the aggregate amount of deposits at any time pursuant to
         sub-clause (y) and sub-clause (z) shall not exceed $4,000,000 in the
         aggregate;

                  (g) licenses, sublicenses, leases or subleases granted to
         third Persons in the ordinary course of business not interfering in any
         material respect with the business of the Borrower or any of its
         Subsidiaries;

                  (h) easements, rights-of-way, restrictions, minor defects or
         irregularities in title and other similar charges or encumbrances, in
         each case not securing Indebtedness and not interfering in any material
         respect with the ordinary conduct of the business of the Borrower or
         any of its Subsidiaries;

                  (i)  Liens arising from precautionary UCC financing statements
         regarding operating leases;

                  (j) Liens created pursuant to Capital Leases permitted
         pursuant to Section 9.04(d), PROVIDED that (x) such Liens only serve to
         secure the payment of 

                                     -91-
<PAGE>

         Indebtedness arising under such Capitalized Lease Obligation (and other
         Indebtedness permitted by Section 9.04(d) and incurred from the same 
         Person as such Indebtedness) and (y) the Lien encumbering the asset 
         giving rise to the Capitalized Lease Obligation does not encumber any 
         other asset of the Borrower or any of its Subsidiaries (other than 
         other assets subject to Capitalized Lease Obligations and/or 
         Indebtedness incurred pursuant to Section 9.04(d), in each case owing 
         to the same Person as such Capitalized Lease Obligation);

                  (k)  Permitted Encumbrances;

                  (l) Liens arising pursuant to purchase money mortgages or
         security interests securing Indebtedness representing the purchase
         price (or financing of the purchase price within 90 days after the
         respective purchase) of assets acquired after the Original Effective
         Date, PROVIDED that (i) any such Liens attach only to the assets so
         purchased, upgrades thereon and, if the asset so purchased is an
         upgrade, the original asset itself (and such other assets financed by
         the same financing source), (ii) the Indebtedness (other than
         Indebtedness incurred from the same financing source to purchase other
         assets and excluding Indebtedness representing obligations to pay
         installation and delivery charges for the property so purchased)
         secured by any such Lien does not exceed 100%, nor is less than 80%, of
         the lesser of the fair market value or the purchase price of the
         property being purchased at the time of the incurrence of such
         Indebtedness and (iii) the Indebtedness secured thereby is permitted to
         be incurred pursuant to Section 9.04(d); and

                  (m) Liens on property or assets acquired pursuant to a
         Permitted Acquisition, or on property or assets of a Subsidiary of the
         Borrower in existence at the time such Subsidiary is acquired pursuant
         to a Permitted Acquisition, PROVIDED that (i) any Indebtedness that is
         secured by such Liens is permitted to exist under Section 9.04(d), and
         (ii) such Liens are not incurred in connection with, or in
         contemplation or anticipation of, such Permitted Acquisition and do not
         attach to any other asset of the Borrower or any of its Subsidiaries.

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

                  (a)  Indebtedness incurred pursuant to this Agreement and the 
         other Credit Documents;

                  (b) Scheduled Existing Indebtedness outstanding on the Second
         Restatement Effective Date (or, to the extent Schedule IV is updated on
         the ASHS Acquisition Date pursuant to Section 5B.14, on the ASHS
         Acquisition Date) and listed on Schedule IV (as reduced by any
         repayments thereof after the Second Restatement 

                                     -92-
<PAGE>

         Effective Date), without giving effect to any subsequent extension, 
         renewal or refinancing thereof;

                  (c) Indebtedness under Interest Rate Protection Agreements
         entered into to protect the Borrower against fluctuations in interest
         rates in respect of the Obligations otherwise permitted under this
         Agreement;

                  (d) (x) Indebtedness of a Subsidiary acquired pursuant to a
         Permitted Acquisition (or Indebtedness assumed at the time of a
         Permitted Acquisition of an asset securing such Indebtedness) (the
         "Permitted Acquired Debt"), so long as (i) such Indebtedness was not
         incurred in connection with, or in anticipation or contemplation of,
         such Permitted Acquisition and (ii) such Indebtedness does not
         constitute debt for borrowed money (except to the extent such
         Indebtedness cannot be repaid in accordance with its terms at the time
         of its assumption pursuant to such Permitted Acquisition and the
         aggregate principal amount of all such Indebtedness for borrowed money
         permitted pursuant to this parenthetical does not exceed $15,000,000),
         it being understood and agreed that Capitalized Lease Obligations and
         purchase money Indebtedness shall not constitute debt for borrowed
         money for purposes of this clause (ii) and (y) Capitalized Lease
         Obligations and Indebtedness of the Borrower and its Subsidiaries
         representing purchase money Indebtedness secured by Liens permitted
         pursuant to Section 9.03(l), PROVIDED that the sum of (I) the aggregate
         principal amount of all Permitted Acquired Debt at any time outstanding
         PLUS (II) the aggregate amount of Capitalized Lease Obligations
         incurred on and after the Second Restatement Effective Date and
         outstanding at any time (including Indebtedness evidenced by
         Capitalized Lease Obligations arising from Permitted Sale-Leaseback
         Transactions but excluding any Capitalized Lease Obligations
         independently permitted by Section 9.04(b)) PLUS (III) the aggregate
         principal amount of all such purchase money Indebtedness incurred on
         and after the Second Restatement Effective Date and outstanding at any
         time, shall not exceed $30,000,000;

                  (e)  Indebtedness constituting Intercompany Loans to the 
         extent permitted by Section 9.05(f);

                  (f) Permitted Subordinated Refinancing Indebtedness, so long
         as no Default or Event of Default is in existence at the time of any
         incurrence thereof and immediately after giving effect thereto;

                  (g) unsecured Indebtedness of the Borrower and the Subsidiary
         Guarantors incurred under the Senior Subordinated Notes and the other
         Senior Subordinated Note Documents in an aggregate principal amount not
         to exceed $185,000,000 LESS the amount of any repayments of principal
         thereof after the Original Effective Date;

                                     -93-
<PAGE>

                  (h) Indebtedness of the Borrower or any of its Subsidiaries
         which may be deemed to exist in connection with agreements providing
         for indemnification, purchase price adjustments and similar obligations
         in connection with acquisitions or sales of assets and/or businesses
         effected in accordance with the requirements of this Agreement (so long
         as any such obligations are those of the Person making the respective
         acquisition or sale and, except as permitted by Section 9.04(i)(z), are
         not guaranteed by any other Person);

                  (i) Contingent Obligations of (x) the Borrower or any of its
         Subsidiaries as a guarantor of the lessee under any lease pursuant to
         which the Borrower or any of its Wholly-Owned Subsidiaries is the
         lessee so long as such lease is otherwise permitted hereunder, (y) the
         Borrower or any of its Subsidiaries as a guarantor of any Capitalized
         Lease Obligation to which a Joint Venture is a party or any contract
         entered into by such Joint Venture in the ordinary course of business;
         PROVIDED that the maximum liability of the Borrower or any of its
         Subsidiaries in respect of any obligations as described pursuant to
         preceding clause (y) is permitted as an Investment on such date
         pursuant to the requirements of Section 9.05(l) and (z) the Borrower as
         a guarantor of Indebtedness of any of its Subsidiaries which may be
         deemed to exist pursuant to acquisition agreements entered into in
         connection with Permitted Acquisitions (including any obligation to pay
         the purchase price therefor and any indemnification, purchase price
         adjustment and similar obligations); and

                  (j) Permitted Subordinated Indebtedness incurred in accordance
         with the requirements of the definition thereof and additional
         unsecured Indebtedness of the Borrower and its Subsidiaries not
         otherwise permitted pursuant to this Section 9.04, so long as the
         aggregate principal amount of all Indebtedness permitted by this clause
         (j), when added to the aggregate liquidation preference for all
         Disqualified Preferred Stock issued after the Original Effective Date
         pursuant to this Section 9.13(c) (and Section 9.13(c) of each of the
         Original Credit Agreement and the First Amended and Restated Credit
         Agreement), does not exceed $15,000,000 at any time outstanding.

                  9.05 ADVANCES; INVESTMENTS; LOANS. The Borrower will not, and
will not permit any of its Subsidiaries to, lend money or extend credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person, or purchase or own a futures contract or otherwise become liable for
the purchase or sale of currency or other commodities at a future date in the
nature of a futures contract, or hold any cash or Cash Equivalents (any of the
foregoing, an "Investment"), except:

                  (a) the Borrower and its Subsidiaries may invest in cash and
         Cash Equivalents, PROVIDED that during any time that Revolving Loans 
         or Swingline Loans

                                     -94-
<PAGE>

         are outstanding the aggregate amount of cash and Cash Equivalents held 
         by the Borrower and its Subsidiaries shall not exceed $8,000,000 for 
         any period of three consecutive Business Days;

                  (b) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to it, if created or acquired in the ordinary course
         of business and payable or dischargeable in accordance with customary
         trade terms (including the dating of receivables) of the Borrower or
         such Subsidiary;

                  (c) the Borrower and its Subsidiaries may acquire and own
         investments (including debt obligations and equity securities) received
         in connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (d)  Interest Rate Protection Agreements entered into in 
         compliance with Section 9.04(c) shall be permitted;

                  (e) advances, loans and investments in existence on the
         Original Effective Date and listed on Schedule VI shall be permitted,
         without giving effect to any additions thereto or replacements thereof;

                  (f) the Borrower may make intercompany loans and advances to
         any Subsidiary Guarantor, and any Subsidiary Guarantor may make
         intercompany loans and advances to the Borrower or any other Subsidiary
         Guarantor (collectively, "Intercompany Loans"), PROVIDED that (x) each
         Intercompany Loan shall be evidenced by an Intercompany Note and (y)
         each such Intercompany Note shall be pledged to the Collateral Agent
         pursuant to the Pledge Agreement;

                  (g) loans and advances by the Borrower and its Subsidiaries to
         employees of the Borrower and its Subsidiaries in connection with
         relocations, purchases by such employees of Borrower Common Stock or
         options or similar rights to purchase Borrower Common Stock and other
         ordinary course of business purposes shall be permitted, so long as the
         aggregate principal amount thereof at any time outstanding (determined
         without regard to any write-downs or write-offs of such loans and
         advances) shall not exceed $2,500,000;

                  (h) the Borrower may acquire and hold obligations of one or
         more officers or other employees of the Borrower or its Subsidiaries in
         connection with such officers' or employees' acquisition of shares of
         Borrower Common Stock, so long as no cash is actually advanced by the
         Borrower or any of its Subsidiaries to such officers or employees in
         connection with the acquisition of any such obligations;

                                     -95-
<PAGE>

                  (i)  the ASHS Acquisition shall be permitted;

                  (j) the Borrower and any of its Wholly-Owned Domestic
         Subsidiaries may make Permitted Acquisitions in accordance with the
         relevant requirements of Section 8.14 and the component definitions as
         used therein;

                  (k) the Borrower and its Subsidiaries may own the capital
         stock of their respective Subsidiaries created or acquired in
         accordance with the terms of this Agreement;

                  (l) so long as no Default or Event of Default exists or would
         exist immediately after giving effect to the respective Investment, the
         Borrower shall be permitted to make Investments in any Joint Venture on
         any date in an amount not to exceed the Available JV Basket Amount on
         such date (after giving effect to all prior and contemporaneous
         adjustments thereto, except as a result of such Investment), it being
         understood and agreed that (i) any such Investment may be in the form
         of a contribution of a Healthcare Unit or Units to such Joint Venture
         and (ii) to the extent the Borrower or one or more other Credit Parties
         (after the respective Investment has been made) receives a cash return
         from the respective Joint Venture of amounts previously invested
         pursuant to this clause (l) (or clause (l) of Section 9.05 of either
         the Original Credit Agreement or the First Amended and Restated Credit
         Agreement) (which cash return may be made by way of repayment of
         principal in the case of loans and cash equity returns (whether as a
         distribution, dividend or redemption) in the case of equity
         investments), then the amount of such return of investment shall, upon
         the Administrative Agent's receipt of a certification of the amount of
         the return of investment from an Authorized Officer, apply to increase
         the Available JV Basket Amount, PROVIDED that the aggregate amount of
         increases to the Available JV Basket Amount described above shall not
         exceed the amount of returned investment and, in no event, shall the
         amount of the increases made to the Available JV Basket Amount in
         respect of any Investment exceed the amount previously invested
         pursuant to this clause (l) (or clause (l) of Section 9.05 of either
         the Original Credit Agreement or the First Amended and Restated Credit
         Agreement); and

                  (m) in addition to investments permitted by clauses (a)
         through (l) of this Section 9.05, the Borrower and its Subsidiaries may
         make additional loans, advances and Investments to or in a Person not
         an Affiliate in an aggregate amount for all loans, advances and
         Investments made pursuant to this clause (m) (determined without regard
         to any write-downs or write-offs thereof), net of cash repayments of
         principal in the case of loans, sale proceeds in the case of
         Investments in the form of debt instruments and cash equity returns
         (whether as a distribution, dividend, 

                                     -96-
<PAGE>

         redemption or sale) in the case of equity investments, not to exceed 
         $10,000,000.

                  9.06 DIVIDENDS; ETC. The Borrower will not, and will not
permit any of its Subsidiaries to, declare or pay any dividends (other than
dividends payable solely in common stock of the Borrower or any such Subsidiary,
as the case may be) or return any capital to, its stockholders or authorize or
make any other distribution, payment or delivery of property or cash to its
stockholders as such, or redeem, retire, purchase or otherwise acquire, directly
or indirectly, for a consideration, any shares of any class of its capital
stock, now or hereafter outstanding (or any warrants for or options or stock
appreciation rights in respect of any of such shares), or set aside any funds
for any of the foregoing purposes, and the Borrower will not permit any of its
Subsidiaries to purchase or otherwise acquire for consideration any shares of
any class of the capital stock of the Borrower or any other Subsidiary, as the
case may be, now or hereafter outstanding (or any options or warrants or stock
appreciation rights issued by such Person with respect to its capital stock)
(all of the foregoing "Dividends"), except that:

                    (i)    any Subsidiary of the Borrower may pay Dividends to 
         the Borrower or any Wholly-Owned Subsidiary of the Borrower;

                   (ii) the Borrower may redeem or purchase shares of Borrower
         Common Stock or options to purchase Borrower Common Stock, as the case
         may be, held by former employees of the Borrower or any of its
         Subsidiaries following the termination of their employment, PROVIDED
         that (w) the only consideration paid by the Borrower in respect of such
         redemptions and/or purchases shall be cash, forgiveness of liabilities
         and/or Shareholder Subordinated Notes, (x) the sum of (A) the aggregate
         amount paid by the Borrower in cash in respect of all such redemptions
         and/or purchases, plus (B) the aggregate amount of liabilities so
         forgiven and (C) the aggregate amount of all cash principal and
         interest payments made on Shareholder Subordinated Notes, in each case
         after the Original Effective Date, shall not exceed $5,000,000, and (y)
         at the time of any cash payment or forgiveness of liabilities permitted
         to be made pursuant to this Section 9.06(ii), including any cash
         payment under a Shareholder Subordinated Note, no Default or Event of
         Default shall then exist or result therefrom;

                  (iii) so long as no Default or Event of Default exists or
         would result therefrom, the Borrower may pay regularly accruing cash
         Dividends on Disqualified Preferred Stock (excluding in any event PIK
         Preferred Stock) issued pursuant to Section 9.13(c), with such
         Dividends to be paid in accordance with the terms of the respective
         certificate of designation therefor; and

                   (iv) the Borrower may pay regularly accruing Dividends with
         respect to the PIK Preferred Stock through the issuance of additional
         shares of PIK Preferred 

                                     -97-
<PAGE>

         Stock in accordance with the terms thereof.

                  9.07 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any transaction or series
of transactions with any Affiliate other than on terms and conditions
substantially as favorable to the Borrower or such Subsidiary as would be
reasonably expected to be obtainable by the Borrower or such Subsidiary at the
time in a comparable arm's-length transaction with a Person other than an
Affiliate; PROVIDED that the following shall in any event be permitted: (i) the
Transaction; (ii) intercompany transactions among the Borrower and its
Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and
9.06 shall be permitted; (iii) so long as no Default or Event of Default is then
in existence or would result therefrom, the payment, on a quarterly basis, of
management fees to Apollo Group in an aggregate amount not to exceed $125,000 in
any fiscal quarter of the Borrower pursuant to, and in accordance with the terms
of, the Apollo Management Agreement, PROVIDED that if during any fiscal quarter
of the Borrower, a Default or Event of Default is in existence and such
management fees cannot be paid as provided above, such fees shall continue to
accrue and may be paid at such time as all Defaults and Events of Default have
been cured or waived and so long as no Default or Event of Default will exist
immediately after giving effect to the payment thereof; (iv) customary fees to
non-officer directors of the Borrower and its Subsidiaries; (v) the Borrower and
its Subsidiaries may enter into employment arrangements with respect to the
procurement of services with their respective officers and employees in the
ordinary course of business; (vi) the payment on the ASHS Acquisition Date of
one-time consulting and advisory fees to Apollo in an aggregate amount not to
exceed $500,000, (vii) the reimbursement of Apollo for its reasonable
out-of-pocket expenses incurred in connection with performing management
services to the Borrower and its Subsidiaries or in connection with the
Transaction; (viii) so long as no Default or Event of Default is then in
existence or would result therefrom, the payment to Apollo of merger advisory
fees for each Permitted Acquisition in an amount not to exceed 1% of the fair
market value of the business or assets acquired pursuant to such Permitted
Acquisition (determined in good faith by senior management of the Borrower); and
(ix) the payment of consulting or other fees to the Borrower by any of its
Subsidiaries in the ordinary course of business. In no event shall any
management, consulting or similar fee be paid or payable by the Borrower or any
of its Subsidiaries to any Person except as specifically provided in this
Section 9.07.

                  9.08 CONSOLIDATED FIXED CHARGE COVERAGE RATIO. The Borrower
will not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period
ending on the last day of a fiscal quarter of the Borrower specified below to be
less than the ratio set forth opposite such fiscal quarter below:

                                     -98-


<PAGE>

<TABLE>
<CAPTION>
     Fiscal Quarter Ended                          Ratio
     --------------------                          -----
     <S>                                         <C>
     December 31, 1998                           0.75:1.00

     March 31, 1999                              0.75:1.00
     June 30, 1999                               0.75:1.00
     September 30, 1999                          0.80:1.00
     December 31, 1999                           0.85:1.00

     March 31, 2000                              0.90:1.00
     June 30, 2000                               0.95:1.00
     September 30, 2000                          0.95:1.00
     December 31, 2000                           1.00:1.00

     March 31, 2001                              1.10:1.00
     June 30, 2001                               1.10:1.00
     September 30, 2001                          1.10:1.00
     December 31, 2001                           1.10:1.00

     March 31, 2002                              1.10:1.00
     June 30, 2002                               1.10:1.00
     September 30, 2002                          1.10:1.00
     December 31, 2002                           1.10:1.00

     March 31, 2003                              1.10:1.00
     June 30, 2003                               1.10:1.00
     September 30, 2003                          1.10:1.00
     December 31, 2003                           1.10:1.00

     March 31, 2004                              1.10:1.00
     June 30, 2004                               1.10:1.00
     September 30, 2004                          1.10:1.00
</TABLE>

                   9.09 MINIMUM CONSOLIDATED EBITDA. The Borrower will not
permit Consolidated EBITDA (determined after giving effect to the proviso to the
definition thereof) for any Test Period ending on the last day of any fiscal
quarter of the Borrower specified below to be less than the respective amount
set forth opposite such fiscal quarter below:

      Fiscal Quarter Ended                                Amount
      --------------------                                ------


                                     -99-

<PAGE>

<TABLE>
      <S>                                              <C>
      September 30, 1998                               $62,500,000
      December 31, 1998                                $65,000,000

      March 31, 1999                                   $67,500,000
      June 30, 1999                                    $70,000,000
      September 30, 1999                               $70,000,000
      December 31, 1999                                $72,500,000

      March 31, 2000                                   $75,000,000
      June 30, 2000                                    $77,500,000
      September 30, 2000                               $77,500,000
      December 31, 2000                                $80,000,000

      March 31, 2001                                   $80,000,000
      June 30, 2001                                    $82,500,000
      September 30, 2001                               $82,500,000
      December 31, 2001                                $85,000,000

      March 31, 2002                                   $85,000,000
      June 30, 2002                                    $87,500,000
      September 30, 2002                               $87,500,000
      December 31, 2002                                $90,000,000

      March 31, 2003                                   $90,000,000
      June 30, 2003                                    $90,000,000
      September 30, 2003                               $90,000,000
      December 31, 2003                                $90,000,000

      March 31, 2004                                   $90,000,000
      June 30, 2004                                    $90,000,000
      September 30, 2004                               $90,000,000
</TABLE>


                                     -100-

<PAGE>

                  9.10 CONSOLIDATED INTEREST COVERAGE RATIO. The Borrower will
not permit the Consolidated Interest Coverage Ratio for any Test Period ending
on the last day of any fiscal quarter of the Borrower specified below to be less
than the ratio set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
     Fiscal Quarter Ended                          Ratio
     --------------------                          -----
     <S>                                         <C>
     September 30, 1998                          1.80:1.00
     December 31, 1998                           1.90:1.00

     March 31, 1999                              1.90:1.00
     June 30, 1999                               1.95:1.00
     September 30, 1999                          1.95:1.00
     December 31, 1999                           2.00:1.00

     March 31, 2000                              2.10:1.00
     June 30, 2000                               2.15:1.00
     September 30, 2000                          2.20:1.00
     December 31, 2000                           2.25:1.00

     March 31, 2001                              2.30:1.00
     June 30, 2001                               2.35:1.00
     September 30, 2001                          2.40:1.00
     December 31, 2001                           2.45:1.00

     March 31, 2002                              2.50:1.00
     June 30, 2002                               2.55:1.00
     September 30, 2002                          2.60:1.00
     December 31, 2002                           2.65:1.00

     March 31, 2003                              2.65:1.00
     June 30, 2003                               2.65:1.00
     September 30, 2003                          2.65:1.00
     December 31, 2003                           2.65:1.00

     March 31, 2004                              2.65:1.00
     June 30, 2004                               2.65:1.00
     September 30, 2004                          2.65:1.00
</TABLE>


                                     -101-

<PAGE>

                  9.11 ADJUSTED TOTAL LEVERAGE RATIO. The Borrower will not
permit the Adjusted Total Leverage Ratio on the last day of any fiscal quarter
specified below to exceed the respective ratio set forth opposite such fiscal
quarter below:

<TABLE>
<CAPTION>
     Fiscal Quarter Ended                          Ratio
     --------------------                          -----
     <S>                                         <C>
     September 30, 1998                          5.50:1.00
     December 31, 1998                           5.25:1.00

     March 31, 1999                              5.25:1.00
     June 30, 1999                               5.00:1.00
     September 30, 1999                          5.00:1.00
     December 31, 1999                           4.75:1.00

     March 31, 2000                              4.75:1.00
     June 30, 2000                               4.50:1.00
     September 30, 2000                          4.50:1.00
     December 31, 2000                           4.25:1.00

     March 31, 2001                              4.25:1.00
     June 30, 2001                               4.00:1.00
     September 30, 2001                          4.00:1.00
     December 31, 2001                           4.00:1.00

     March 31, 2002                              4.00:1.00
     June 30, 2002                               3.75:1.00
     September 30, 2002                          3.75:1.00
     December 31, 2002                           3.75:1.00

     March 31, 2003                              3.75:1.00
     June 30, 2003                               3.75:1.00
     September 30, 2003                          3.75:1.00
     December 31, 2003                           3.75:1.00

     March 31, 2004                              3.75:1.00
     June 30, 2004                               3.75:1.00
     September 30, 2004                          3.75:1.00
</TABLE>


                                     -102-

<PAGE>

Notwithstanding anything contrary contained above or elsewhere in this
Agreement, (i) all calculations of compliance with this Section 9.11 shall be
made on a PRO FORMA Basis and (ii) in no event shall the Adjusted Total Leverage
Ratio be greater than the Maximum Permitted Acquisition Leverage Ratio upon the
consummation of, and after giving effect on a PRO FORMA Basis to, any Permitted
Acquisition.

                  9.12 LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS; ISSUANCES OF CAPITAL STOCK; ETC. The Borrower will not, and
will not permit any of its Subsidiaries to:

                    (i) amend or modify, or permit the amendment or modification
         of, any provision of any Shareholder Subordinated Note, any Senior
         Subordinated Note Document, any Scheduled Existing Indebtedness, any
         PIK Preferred Stock Document or, after the incurrence or issuance
         thereof, any Qualified Preferred Stock or Permitted Debt or of any
         agreement (including, without limitation, any purchase agreement,
         indenture, loan agreement, security agreement or certificate of
         designation) relating thereto in a manner that could reasonably be
         expected to in any way be adverse to the interests of the Banks;

                   (ii) make (or give any notice in respect of) any voluntary or
         optional payment or prepayment on or redemption, repurchase or
         acquisition for value of, or any prepayment or redemption as a result
         of any asset sale, change of control or similar event of, any Senior
         Subordinated Notes, any Scheduled Existing Indebtedness, any Permitted
         Subordinated Refinancing Indebtedness, any Permitted Subordinated
         Indebtedness or any PIK Preferred Stock; PROVIDED that, so long as no
         Default or Event of Default then exists or would result therefrom, (x)
         Senior Subordinated Notes may be refinanced with Permitted Subordinated
         Refinancing Indebtedness, (y) the Borrower may repurchase Senior
         Subordinated Notes on the open-market in an aggregate principal amount
         for all purchases made after the Original Effective Date pursuant to
         this clause (y) (and clause (y) of Section 9.12 of each of the Original
         Credit Agreement and the First Amended and Restated Credit Agreement)
         not to exceed $25,000,000, so long as the Adjusted Total Leverage Ratio
         is less than 4.00:1.00 on the last day of the Test Period most recently
         ended prior to the consummation of the respective repurchase (as set
         forth in the officer's certificate most recently delivered pursuant to
         Section 8.01(e)) and (z) the Borrower and its Subsidiaries may make
         payments and prepayments in connection with Scheduled Existing
         Indebtedness;

                  (iii) make (or give any notice in respect of) any principal or
         interest payment on, or any redemption or acquisition for value of, any
         Shareholder Subordinated Note, except to the extent permitted by
         Section 9.06(ii);


                                     -103-

<PAGE>
                   (iv) amend, modify or change in any way adverse to the
         interests of the Banks in any material respect any Tax Allocation
         Agreement, any Management Agreement, any Original Transaction Document
         (excluding the Original Credit Agreement), any MTI Transaction Document
         (excluding the First Amended and Restated Credit Agreement), its
         certificate of incorporation (including, without limitation, by the
         filing or modification of any certificate of designation other than any
         certificates of designation relating to Qualified Preferred Stock or
         Disqualified Preferred Stock issued as permitted herein), by-laws,
         certificate of partnership, partnership agreement, certificate of
         limited liability company, limited liability company agreement or any
         agreement entered into by it, with respect to its capital stock or
         other equity interest (including any Shareholders' Agreement), or enter
         into any new Tax Allocation Agreement, Management Agreement or
         agreement with respect to its capital stock or other equity interest
         which could reasonably be expected to in any way be adverse to the
         interests of the Banks; PROVIDED that the foregoing clause shall not
         restrict the ability of the Borrower and its Subsidiaries to amend
         their respective certificates of incorporation to authorize the
         issuance of capital stock otherwise permitted to be issued pursuant to
         the terms of this Agreement; and

                    (v) amend, modify or change in any way adverse to the
         interests of the Banks in any material respect any ASHS Acquisition
         Document at any time after the consummation of the ASHS Acquisition.

                  9.13 LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) The Borrower
will not, and will not permit any of its Subsidiaries to, issue (i) any
Preferred Stock (other than (x) the issuance of shares of PIK Preferred Stock in
payment of regularly accruing dividends on theretofore outstanding shares of PIK
Preferred Stock and (y) Preferred Stock issued pursuant to clauses (c) and (d)
below, respectively) or any options, warrants or rights to purchase Preferred
Stock or (ii) any redeemable common stock unless, in either case, the issuance
thereof is, and all terms thereof are, satisfactory to the Required Banks in
their sole discretion.


                                     -104-

<PAGE>

                  (b) The Borrower shall not permit any of its Subsidiaries to
issue any capital stock (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, capital stock,
except (i) for transfers and replacements of then outstanding shares of capital
stock, (ii) for stock splits, stock dividends and additional issuances which do
not decrease the percentage ownership of the Borrower or any of its Subsidiaries
in any class of the capital stock of such Subsidiaries, (iii) to qualify
directors to the extent required by applicable law and (iv) Subsidiaries formed
after the Second Restatement Effective Date pursuant to Section 9.15 may issue
capital stock in accordance with the requirements of Section 9.15. All capital
stock issued in accordance with this Section 9.13(b) shall, to the extent
required by the Pledge Agreement, be delivered to the Collateral Agent for
pledge pursuant to the Pledge Agreement.

                  (c) The Borrower may issue Disqualified Preferred Stock so
long as (i) no Default or Event of Default then exists or would exist
immediately after giving effect to the respective issuance, (ii) the aggregate
liquidation preference for all Disqualified Preferred Stock issued after the
Original Effective Date pursuant to this Section 9.13(c) (and Section 9.13(c) of
each of the Original Credit Agreement and the First Amended and Restated Credit
Agreement) shall not exceed, when combined with the aggregate principal amount
of all then outstanding Indebtedness permitted by Section 9.04(j), $15,000,000,
(iii) with respect to each issue of Disqualified Preferred Stock, the gross cash
proceeds therefrom (or in the case of Disqualified Preferred Stock directly
issued as consideration for a Permitted Acquisition, the fair market value
thereof (as determined in good faith by the Borrower) of the assets received
therefor) shall not exceed the liquidation preference thereof at the time of
issuance, (iv) calculations are made by the Borrower of compliance with the
covenants contained in Sections 9.08 through 9.11 for the Calculation Period
most recently ended prior to the date of the respective issuance of Disqualified
Preferred Stock, on a PRO FORMA Basis after giving effect to the respective
issuance of Disqualified Preferred Stock, and such calculations shall show that
such financial covenants would have been complied with if such issuance of
Disqualified Preferred Stock had been consummated on the first day of the
respective Calculation Period, and (v) the Borrower shall furnish to the
Administrative Agent a certificate by an Authorized Officer of the Borrower
certifying to the best of his or her knowledge as to compliance with the
requirements of this Section 9.13(c) and containing the pro forma calculations
required by the preceding clause (iv).

                  (d) The Borrower may issue Qualified Preferred Stock so long
as, with respect to each issue of Qualified Preferred Stock, the Borrower
receives reasonably equivalent consideration (as determined in good faith by
the Borrower).

                  9.14 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. (a)
The Borrower will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective,
any encumbrance or restriction on the 


                                     -105-

<PAGE>

ability of any such Subsidiary to (x) pay dividends or make any other 
distributions on its capital stock or any other interest or participation in 
its profits owned by the Borrower or any Subsidiary of the Borrower, or pay 
any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (y) 
make loans or advances to the Borrower or any Subsidiary of the Borrower or 
(z) transfer any of its properties or assets to the Borrower or any of its 
Subsidiaries, except for such encumbrances or restrictions existing under or 
by reason of (i) applicable law, (ii) this Agreement and the other Credit 
Documents, (iii) the provisions contained in the Scheduled Existing 
Indebtedness, (iv) the Senior Subordinated Note Documents, (v) customary 
provisions restricting subletting or assignment of any lease governing a 
leasehold interest of the Borrower or a Subsidiary of the Borrower, (vi) 
customary provisions restricting assignment of any contract entered into by 
the Borrower or any Subsidiary of the Borrower in the ordinary course of 
business, (vii) any agreement or instrument governing Permitted Acquired 
Debt, which encumbrance or restriction is not applicable to any Person or the 
properties or assets of any Person, other than the Person or the properties 
or assets of the Person acquired pursuant to the respective Permitted 
Acquisition and so long as the respective encumbrances or restrictions were 
not created (or made more restrictive) in connection with or in anticipation 
of the respective Permitted Acquisition and (viii) restrictions applicable to 
any Joint Venture that is a Subsidiary existing at the time of the 
acquisition thereof as a result of an Investment pursuant to Section 9.05 or 
a Permitted Acquisition effected in accordance with Section 8.14; PROVIDED 
that the restrictions applicable to the respective such Joint Venture are not 
made worse, or more burdensome, from the perspective of the Borrower and its 
Subsidiaries, than those as in effect immediately before giving effect to the 
consummation of the respective Investment or Permitted Acquisition.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, directly or indirectly agree to any consensual encumbrance or
restriction on the ability of any Non-Subsidiary Joint Venture to (x) pay
dividends or make other distributions on its capital stock or other interests or
participations in its profits owned by the Borrower or any Subsidiary of the
Borrower or (y) make loans or advances to the Borrower or any Subsidiary of the
Borrower, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of such Non-Subsidiary Joint Venture,
(iv) the Senior Subordinated Note Documents, (v) customary provisions
restricting assignment of any contract entered into by such Non-Subsidiary Joint
Venture in the ordinary course of business, (vi) normal restrictions (as
determined in good faith by the Borrower) applicable to any Non-Subsidiary Joint
Venture at the time of the establishment thereof (so long as not in connection
with a Permitted Acquisition) and (vii) restrictions applicable to any
Non-Subsidiary Joint Venture existing at the time of the acquisition thereof as
a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition
effected in accordance with Section 8.14; PROVIDED that the restrictions
applicable to the respective Non-Subsidiary Joint Venture are not made worse, or
more 


                                     -106-

<PAGE>

burdensome, from the perspective of the Borrower and its Subsidiaries, than
those as in effect immediately before giving effect to the consummation of the
respective Investment or Permitted Acquisition.

                  9.15 LIMITATION ON THE CREATION OF SUBSIDIARIES AND JOINT
VENTURES. (a) Notwithstanding anything to the contrary contained in this
Agreement, the Borrower will not, and will not permit any of its Subsidiaries
to, establish, create or acquire after the Second Restatement Effective Date any
Subsidiary (other than Joint Ventures permitted to be established in accordance
with the requirements of Section 9.05(l)); PROVIDED that the (A) Borrower and
its Wholly-Owned Subsidiaries shall be permitted to establish or create
Wholly-Owned Subsidiaries so long as, in each case, (i) at least 10 days' prior
written notice thereof is given to the Administrative Agent (or such shorter
period of time as is acceptable to the Administrative Agent), (ii) the capital
stock of such new Subsidiary is promptly pledged pursuant to, and to the extent
required by, this Agreement and the Pledge Agreement and the certificates, if
any, representing such stock, together with stock powers duly executed in blank,
are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a
Foreign Subsidiary except to the extent otherwise required pursuant to Section
8.12) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge
Agreement and the Security Agreement, and (iv) to the extent requested by the
Administrative Agent or the Required Banks, such new Subsidiary takes all
actions required pursuant to Section 8.11 and (B) Subsidiaries may be acquired
pursuant to Permitted Acquisitions so long as, in each such case (i) with
respect to each Wholly-Owned Subsidiary acquired pursuant to a Permitted
Acquisition, the actions specified in preceding clause (A) shall be taken and
(ii) with respect to each Subsidiary which is not a Wholly-Owned Subsidiary and
is acquired pursuant to a Permitted Acquisition, all capital stock or other
equity interests thereof owned by any Credit Party shall be pledged pursuant to
the Pledge Agreement. In addition, each new Subsidiary that is required to
execute any Credit Document shall execute and deliver, or cause to be executed
and delivered, all other relevant documentation of the type described in Section
5 as such new Subsidiary would have had to deliver if such new Subsidiary were
an ASHS Acquired Subsidiary on the ASHS Acquisition Date.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, enter into any Joint Ventures, except to the extent permitted
by Section 9.05(l).

                  SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any of
the following specified events (each, an "Event of Default"):

                  10.01 PAYMENTS. The Borrower shall (i) default in the payment
when due of any principal of the Loans or (ii) default, and such default shall
continue for three or more Business Days, in the payment when due of any Unpaid
Drawing, any interest on the Loans or any Fees or any other amounts owing
hereunder or under any other Credit Document; or


                                     -107-

<PAGE>

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

                  10.03 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Sections 8.01(f)(i), 8.10, 8.13, 8.14 or 9, or (b) default in the due
performance or observance by it of any term, covenant or agreement (other than
those referred to in Section 10.01, 10.02 or clause (a) of this Section 10.03)
contained in this Agreement and such default shall continue unremedied for a
period of at least 30 days after notice to the defaulting party by the
Administrative Agent or the Required Banks; or

                  10.04 DEFAULT UNDER OTHER AGREEMENTS. (a) The Borrower or any
of its Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which Indebtedness was created or
(ii) default in the observance or performance of any agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause (determined without regard
to whether any notice is required), any such Indebtedness to become due prior to
its stated maturity; or (b) any Indebtedness (other than the Obligations) of the
Borrower or any of its Subsidiaries shall be declared to be due and payable, or
shall be required to be prepaid other than by a regularly scheduled required
prepayment or as a mandatory prepayment (unless such required prepayment or
mandatory prepayment results from a default thereunder or an event of the type
that constitutes an Event of Default), prior to the stated maturity thereof;
PROVIDED that it shall not constitute an Event of Default pursuant to clause (a)
or (b) of this Section 10.04 unless the principal amount of any one issue of
such Indebtedness, or the aggregate amount of all such Indebtedness referred to
in clauses (a) and (b) above, exceeds $4,500,000 at any one time; or

                  10.05 BANKRUPTCY, ETC. The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy", as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against the Borrower or any of its Subsidiaries and the petition is not
controverted within 20 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or any of its Subsidiaries; or the Borrower or any of its
Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, 


                                     -108-

<PAGE>

insolvency or liquidation or similar law of any jurisdiction whether now or 
hereafter in effect relating to the Borrower or any of its Subsidiaries; or 
there is commenced against the Borrower or any of its Subsidiaries any such 
proceeding which remains undismissed for a period of 60 days; or the Borrower 
or any of its Subsidiaries is adjudicated insolvent or bankrupt; or any order 
of relief or other order approving any such case or proceeding is entered; or 
the Borrower or any of its Subsidiaries suffers any appointment of any 
custodian or the like for it or any substantial part of its property to 
continue undischarged or unstayed for a period of 60 days; or the Borrower or 
any of its Subsidiaries makes a general assignment for the benefit of 
creditors; or any corporate action is taken by the Borrower or any of its 
Subsidiaries for the purpose of effecting any of the foregoing; or

                  10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of the Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
within the following 30 days, any Plan which is subject to Title IV of ERISA
shall have had or is likely to have a trustee appointed to administer such Plan,
any Plan which is subject to Title IV of ERISA is, shall have been or is likely
to be terminated or to be the subject of termination proceedings under ERISA,
any Plan shall have an Unfunded Current Liability, a contribution required to be
made with respect to a Plan has not been timely made, the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate has incurred or is likely to
incur any liability to or on account of a Plan under Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
401(a)(29), 4971 or 4975 of the Code or on account of a group health plan (as
defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code, or the Borrower or any Subsidiary of the Borrower has
incurred or is likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or Plans; (b) there shall result from any such event or
events the imposition of a lien, the granting of a security interest, or a
liability or a material risk of incurring a liability; and (c) such lien,
security interest or liability, individually, and/or in the aggregate, in the
opinion of the Required Banks, has had, or could reasonably be expected to have,
a Material Adverse Effect; or

                  10.07 SECURITY DOCUMENTS. (a) Any Security Document shall
cease to be in full force and effect, or shall cease to give the Collateral
Agent the Liens, rights, powers and privileges purported to be created thereby
in favor of the Collateral Agent, superior to and prior to the rights of all
third Persons (except as permitted by Section 9.03), and subject to 


                                     -109-

<PAGE>

no other Liens (except as permitted by Section 9.03), or (b) any Credit Party 
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 such 
Security Document and such default shall continue beyond any cure or grace 
period specifically applicable thereto pursuant to the terms of any such 
Security Document; or

                  10.08 SUBSIDIARIES GUARANTY. The Subsidiaries Guaranty or any
provision thereof shall cease to be in full force and effect, or any Subsidiary
Guarantor or any Person acting by or on behalf of such Subsidiary Guarantor
shall deny or disaffirm such Subsidiary Guarantor's obligations under the
Subsidiaries Guaranty or any Subsidiary 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 the Subsidiaries Guaranty; or

                  10.09 JUDGMENTS. One or more judgments or decrees shall be
entered against the Borrower or any of its Subsidiaries involving a liability
(to the extent not paid or not fully covered by insurance) in excess of
$4,500,000 for all such judgments and decrees and all such judgments or decrees
shall not have been vacated, discharged or stayed or bonded pending appeal
within 60 days from the entry thereof; or


                                     -110-

<PAGE>

                  10.10  OWNERSHIP.  A Change of Control Event shall have 
occurred;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of any Agent or
any Bank to enforce its claims against any Subsidiary Guarantor or the Borrower,
except as otherwise specifically provided for in this Agreement (PROVIDED that
if an Event of Default specified in Section 10.05 shall occur with respect to
the Borrower, the result which would occur upon the giving of written notice by
the Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon the Commitment of each Bank shall forthwith
terminate immediately and any Commitment Fees shall forthwith become due and
payable without any other notice of any kind; (ii) declare the principal of and
any accrued interest in respect of all Loans and all Obligations owing hereunder
(including Unpaid Drawings) to be, whereupon the same shall become, forthwith
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; (iii) enforce, as
Collateral Agent (or direct the Collateral Agent to enforce), any or all of the
Liens and security interests created pursuant to the Security Documents; (iv)
terminate any Letter of Credit which may be terminated in accordance with its
terms; (v) direct the Borrower to pay (and the Borrower hereby agrees upon
receipt of such notice, or upon the occurrence of any Event of Default specified
in Section 10.05, to pay) to the Collateral Agent at the Payment Office such
additional amounts of cash, to be held as security for the Borrower's
reimbursement obligations in respect of Letters of Credit then outstanding,
equal to the aggregate Stated Amount of all Letters of Credit then outstanding;
and (vi) apply any cash collateral as provided in Section 4.02.

                  SECTION 11. DEFINITIONS. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                  "Acquired Person" shall have the meaning provided in the 
definition of Permitted Acquisition.

                  "Additional Security Documents" shall have the meaning 
provided in Section 8.11.

                  "Adjusted Certificate of Deposit Rate" shall mean, on any 
day, the sum (rounded to the nearest 1/100 of 1%) of (1) the rate obtained by 
dividing (x) the most recent weekly average dealer offering rate for 
negotiable certificates of deposit with a three-month maturity in the 
secondary market as published in the most recent Federal Reserve System 


                                     -111-

<PAGE>

publication entitled "Select Interest Rates", published weekly on Form H.15 
as of the date hereof, or if such publication or a substitute containing the 
foregoing rate information shall not be published by the Federal Reserve 
System for any week, the weekly average offering rate determined by the 
Administrative Agent on the basis of quotations for such certificates 
received by it from three certificate of deposit dealers in New York of 
recognized standing or, if such quotations are unavailable, then on the basis 
of other sources reasonably selected by the Administrative Agent, by (y) a 
percentage equal to 100% minus the stated maximum rate of all reserve 
requirements as specified in Regulation D applicable on such day to a 
three-month certificate of deposit of a member bank of the Federal Reserve 
System in excess of $100,000 (including, without limitation, any marginal, 
emergency, supplemental, special or other reserves), PLUS (2) the then daily 
net annual assessment rate as estimated by the Administrative Agent for 
determining the current annual assessment payable by BTCo to the Federal 
Deposit Insurance Corporation for insuring three month certificates of 
deposit.

                  "Adjusted Consolidated Net Income" for any period shall 
mean Consolidated Net Income for such period plus, without duplication, the 
sum of the amount of all net non-cash charges (including, without limitation, 
depreciation, amortization, deferred tax expense, non-cash interest expense) 
and net non-cash losses which were included in arriving at Consolidated Net 
Income for such period less all net non-cash gains included in arriving at 
Consolidated Net Income for such period; PROVIDED that gains or losses from 
sales of assets (other than sales of inventory in the ordinary course of 
business) shall be excluded to the extent same would otherwise be included in 
Adjusted Consolidated Net Income for the respective period.

                  "Adjusted Consolidated Working Capital" at any time shall 
mean Consolidated Current Assets (but excluding therefrom all cash and Cash 
Equivalents) less Consolidated Current Liabilities.

                  "Adjusted Excess Cash Flow" shall mean, for any period, the 
remainder of (i) Excess Cash Flow minus (ii) the product of (I) the aggregate 
amount of principal repayments of Loans to the extent (and only to the 
extent) that such repayments were (x) required as a result of a Scheduled 
Commitment Reduction under Section 3.03 or a Scheduled Repayment under 
Section 4.02 or (y) made as a voluntary prepayment pursuant to Section 4.01 
with internally generated funds (but in a case of a voluntary prepayment of 
Revolving Loans, only to the extent accompanied by a voluntary reduction to 
the Total Revolving Loan Commitment) during such period MULTIPLIED by (II) 2.

                  "Adjusted RL Percentage" shall mean (x) at a time when no 
Bank Default exists, for each Bank, such Bank's RL Percentage and (y) at a 
time when a Bank Default exists, (i) for each Bank that is a Defaulting Bank, 
zero and (ii) for each Bank that is a Non-Defaulting Bank, the percentage 
determined by dividing such Bank's Revolving Loan Commitment at such time by 
the Adjusted Total Revolving Loan Commitment at such time, 


                                     -112-

<PAGE>

it being understood that all references herein to Revolving Loan Commitments 
and the Adjusted Total Revolving Loan Commitment at a time when the Total 
Revolving Loan Commitment or Adjusted Total Revolving Loan Commitment, as the 
case may be, has been terminated shall be references to the Revolving Loan 
Commitments or Adjusted Total Revolving Loan Commitment, as the case may be, 
in effect immediately prior to such termination, PROVIDED that (A) no Bank's 
Adjusted RL Percentage shall change upon the occurrence of a Bank Default 
from that in effect immediately prior to such Bank Default if after giving 
effect to such Bank Default, and any repayment of Revolving Loans and 
Swingline Loans at such time pursuant to Section 4.02(a) or otherwise, the 
sum of (i) the aggregate outstanding principal amount of Revolving Loans of 
all Non-Defaulting Banks, plus (ii) the aggregate outstanding principal 
amount of Swingline Loans, plus (iii) the Letter of Credit Outstandings, 
exceed the Adjusted Total Revolving Loan Commitment; (B) the changes to the 
Adjusted RL Percentage that would have become effective upon the occurrence 
of a Bank Default but that did not become effective as a result of the 
preceding clause (A) shall become effective on the first date after the 
occurrence of the relevant Bank Default on which the sum of (i) the aggregate 
outstanding principal amount of the Revolving Loans of all Non-Defaulting 
Banks, plus (ii) the aggregate outstanding principal amount of Swingline 
Loans, plus (iii) the Letter of Credit Outstandings, is equal to or less than 
the Adjusted Total Revolving Loan Commitment; and (C) if (i) a Non-Defaulting 
Bank's Adjusted RL Percentage is changed pursuant to the preceding clause (B) 
and (ii) any repayment of such Bank's Revolving Loans or of Unpaid Drawings 
or of Swingline Loans that were made during the period commencing after the 
date of the relevant Bank Default and ending on the date of such change to 
its Adjusted RL Percentage must be returned to the Borrower as a preferential 
or similar payment in any bankruptcy or similar proceeding of the Borrower, 
then the change to such Non-Defaulting Bank's Adjusted RL Percentage effected 
pursuant to said clause (B) shall be reduced to that positive change, if any, 
as would have been made to its Adjusted RL Percentage if (x) such repayments 
had not been made and (y) the maximum change to its Adjusted RL Percentage 
would have resulted in the sum of the outstanding principal of Revolving 
Loans made by such Bank plus such Bank's new Adjusted RL Percentage of the 
outstanding principal amount of Swingline Loans and of Letter of Credit 
Outstandings equalling such Bank's Revolving Loan Commitment at such time.

                  "Adjusted Senior Leverage Ratio" shall mean the Adjusted 
Total Leverage Ratio, except that references to "Consolidated Debt" and 
"Adjusted Total Leverage Ratio" therein shall instead be references to 
"Consolidated Senior Debt" and "Adjusted Senior Leverage Ratio", respectively.

                  "Adjusted Total Leverage Ratio" shall mean, on any date, 
the ratio of (i) Consolidated Debt on such date to (ii) Consolidated EBITDA 
for the Test Period most recently ended on or prior to such date (determined 
after giving effect to the proviso to the definition of Consolidated EBITDA 
contained herein). All calculations of the Adjusted Total Leverage Ratio 
shall be made on a PRO FORMA Basis, with determinations of Adjusted 


                                     -113-

<PAGE>

Total Leverage Ratio to give effect to all adjustments (including, without 
limitation, those specified in clause (v)) contained in the definition of 
"PRO FORMA Basis" contained herein.

                  "Adjusted Total Revolving Loan Commitment" shall mean at 
any time the Total Revolving Loan Commitment LESS the aggregate Revolving 
Loan Commitments of all Defaulting Banks.

                  "Administrative Agent" shall have the meaning provided in 
the first paragraph of this Agreement and shall include any successor to the 
Administrative Agent appointed pursuant to Section 12.10.

                  "Affected Loans" shall have the meaning provided in Section 
4.02(i).

                  "Affiliate" shall mean, with respect to any Person, any 
other Person directly or indirectly controlling (including but not limited to 
all directors and officers of such Person), controlled by, or under direct or 
indirect common control with such Person; PROVIDED, HOWEVER, that for 
purposes of Section 9.07, an Affiliate of the Borrower shall include any 
Person that directly or indirectly owns more than 5% of any class of the 
capital stock of the Borrower and any officer or director of the Borrower or 
any such Person.

                  "Agent" shall have the meaning provided in the first 
paragraph of this Agreement.

                  "Agreement" shall mean this Credit Agreement, as the same may
be from time to time modified, amended and/or supplemented.

                  "Apollo Group" shall mean Apollo Advisors, L.P., Apollo
Investment Fund, L.P., Apollo Investment Fund III, L.P., Apollo Overseas
Partners III, L.P., Apollo (U.K.) Partners III, L.P., AIF II, L.P., and Apollo
Advisors II, L.P., all Delaware limited partnerships (except that Apollo (U.K.)
Partners III, L.P. is a limited partnership organized under the laws of
England).

                  "Apollo Management Agreement" shall mean the consulting 
agreement, dated December 18, 1997, between Apollo Advisors, L.P. and the 
Borrower.

                  "Applicable RL Commitment Fee Percentage" shall mean, at 
any time, a percentage per annum equal to 1/2 of 1%; PROVIDED that if at any 
time the Interest Reduction Discount then in effect with respect to Revolving 
Loans is (i) greater than or equal to 3/8 of 1% but less than 1%, then the 
Applicable RL Commitment Fee Percentage shall instead be 3/8 of 1% and (ii) 
1% or greater, then the Applicable RL Commitment Fee Percentage shall instead 
be 1/4 of 1%.


                                     -114-

<PAGE>

                  "Applicable Excess Cash Flow Percentage" shall mean, with 
respect to any Excess Cash Flow Payment Date, 75%; PROVIDED that so long as 
no Default or Event of Default is then in existence, if on the last day of 
the relevant Excess Cash Flow Payment Period, the Adjusted Total Leverage 
Ratio for the Test Period then most recently ended is less than 4.00:1.00, 
then the Applicable Excess Cash Flow Percentage shall instead be 50%.

                  "Applicable Margin" shall mean a percentage per annum equal 
to (i) in the case of Revolving Loans (x) maintained as Base Rate Loans, 
1.25% LESS the then applicable Interest Reduction Discount and (y) maintained 
as Eurodollar Loans, 2.25% LESS the then applicable Interest Reduction 
Discount and (ii) in the case of Tranche A Term Loans, Tranche B Term Loans 
and Tranche C Term Loans (x) maintained as Base Rate Loans, 1.50% LESS the 
then applicable Interest Reduction Discount and (y) maintained as Eurodollar 
Loans, 2.50% LESS the then applicable Interest Reduction Discount.

                  "Applicable Prepayment Percentage" shall mean, at any time, 
(i) for purposes of Sections 4.02(c) and 4.02(d), 100%, PROVIDED that if at 
any time the Adjusted Total Leverage Ratio is less than 4.00 to 1.00, the 
Applicable Prepayment Percentage shall instead be 75% and (ii) for purposes 
of Section 4.02(e), 50%, PROVIDED that if at any time the Adjusted Total 
Leverage Ratio is less than 4.00 to 1.00, the Applicable Prepayment 
Percentage shall instead be 0%. Notwithstanding anything to the contrary in 
this definition, at any time a Default or Event of Default is then in 
existence, the Applicable Prepayment Percentage for purposes of (x) Section 
4.02(c) and (d) shall be 100% and (y) Section 4.02(e) shall be 50%.

                  "ASHS" shall mean American Shared Hospital Services, a 
California corporation.

                  "ASHS Acquired Subsidiaries" shall mean, collectively, CT 
Sub and M Partnership.

                  "ASHS Acquired Subsidiary Refinanced Indebtedness" shall 
have the meaning provided in Section 5B.08.

                  "ASHS Acquired Subsidiaries Refinancing" shall mean the 
refinancing of the ASHS Acquired Subsidiary Refinanced Indebtedness in 
accordance with the provisions of Section 5B.08.

                  "ASHS Acquired Subsidiaries Refinancing Documents" shall 
mean each of the agreements, documents and instruments entered into in 
connection with the ASHS Acquired Subsidiaries Refinancing.

                  "ASHS Acquisition" shall mean (i) the purchase by Embarcadero
I of all of


                                     -115-

<PAGE>

the outstanding capital stock of CT Sub from ASHS and (ii) the purchase by 
Embarcadero II of all of the partnership interests in M Partnership from 
MMRI, in each case pursuant to and in accordance with the terms of the ASHS 
Acquisition Agreement.

                  "ASHS Acquisition Agreement" shall mean the Securities 
Purchase Agreement, dated as of March 12, 1998, among the Borrower, 
Embarcadero I, Embarcadero II, ASHS and MMRI, as amended by the First 
Amendment thereto and as in effect on the Second Restatement Effective Date 
and as the same may be further amended, modified or supplemented from time to 
time pursuant to the terms hereof and thereof.

                  "ASHS Acquisition Date" shall mean the date of the 
consummation of the ASHS Acquisition.

                  "ASHS Acquisition Documents" shall mean the ASHS 
Acquisition Agreement and all other agreements, instruments and documents 
entered into or delivered in connection with the ASHS Acquisition.

                  "ASHS Acquisition PRO FORMA Balance Sheet" shall have the 
meaning provided in Section 5B.16.

                  "ASHS Scheduled Existing Indebtedness" shall have the 
meaning provided in Section 5B.14.

                  "Asset Sale" shall mean any sale, transfer or other 
disposition by the Borrower or any of its Subsidiaries to any Person other 
than the Borrower or any Wholly-Owned Subsidiary of the Borrower of any asset 
(including, without limitation, any capital stock or other securities of 
another Person, but excluding the sale by such Person of its own capital 
stock) of the Borrower or such Subsidiary other than (i) sales, transfers or 
other dispositions of inventory made in the ordinary course of business, (ii) 
dispositions or transfers arising out of, or in connection with, the events 
described in clauses (i) and (ii) of the definition of Recovery Event, (iii) 
any sale or other disposition of assets pursuant to a Permitted 
Sale-Leaseback Transaction effected in accordance with the definition thereof 
and the requirements of Section 9.02(k), and (iv) other sales and 
dispositions that generate Net Sale Proceeds of less than $500,000 in the 
aggregate in any fiscal year of the Borrower.

                  "Assignment and Assumption Agreement" shall mean the 
Assignment and Assumption Agreement substantially in the form of Exhibit L 
(appropriately completed).

                  "Authorized Officer" shall mean, with respect to (i) 
delivering Notices of Borrowing, Notices of Conversion, Letter of Credit 
Requests and similar notices, and delivering financial information and 
officer's certificates pursuant to this Agreement, the chief operating 
officer, any treasurer or other financial officer of the Borrower and (ii) 
any


                                     -116-

<PAGE>

other matter in connection with this Agreement or any other Credit Document, 
any officer (or a person or persons so designated by any two officers) of the 
Borrower, in each case to the extent reasonably acceptable to the 
Administrative Agent.

                  "Available JV Basket Amount" shall mean, on any date of 
determination, an amount equal to the sum of (i) $25,000,000 MINUS (ii) the 
aggregate amount of Investments made (including for such purpose the fair 
market value of any Healthcare Unit contributed to any Joint Venture (as 
determined in good faith by senior management of the Borrower), net of 
Indebtedness and, without duplication, Capitalized Lease Obligations assigned 
to, and assumed by, the respective Joint Venture in connection therewith) 
pursuant to Section 9.05(l) after the Second Restatement Effective Date (and 
Section 9.05(l) of each of the Original Credit Agreement and the First 
Amended and Restated Credit Agreement after the Original Effective Date), 
MINUS (iii) the aggregate amount of Indebtedness or other obligations 
(whether absolute, accrued, contingent or otherwise and whether or not due) 
of any Joint Venture for which the Borrower or any of its Subsidiaries (other 
than the respective Joint Venture) is liable, MINUS (iv) all payments made by 
the Borrower or any of its Subsidiaries (other than the respective Joint 
Venture) in respect of Indebtedness or other obligations of the respective 
Joint Venture (including, without limitation, payments in respect of 
obligations described in preceding clause (iii)) after the Original Effective 
Date, PLUS (v) the amount of any increase to the Available JV Basket Amount 
made after the Original Effective Date in accordance with the provisions of 
Section 9.05(l) and Section 9.05(l) of each of the Original Credit Agreement 
and the First Amended and Restated Credit Agreement. In connection with the 
foregoing, it is understood that the acquisition of an Acquired Person which 
has ownership interests in one or more Joint Ventures, pursuant to a 
Permitted Acquisition effected in accordance with the relevant requirements 
of this Agreement shall not be deemed to constitute an Investment pursuant to 
Section 9.05(l) and the Available JV Basket Amount shall not be reduced as a 
result of the payment of consideration owing to effect the Permitted 
Acquisition (although the Available JV Basket Amount would be affected to the 
extent preceding clauses (iii) or (iv) apply with respect to the Joint 
Venture so acquired or to the extent additional Investments are made in the 
respective Joint Venture pursuant to Section 9.05(l)).

                  "Bank" shall have the meaning provided in the first 
paragraph of this Agreement.

                  "Bank Default" shall mean (i) the refusal (which has not 
been retracted) of a Bank to make available its portion of any Borrowing 
(including any Mandatory Borrowing) or to fund its portion of any 
unreimbursed payment under Section 2.03 or (ii) a Bank having notified the 
Administrative Agent and/or the Borrower that it does not intend to comply 
with the obligations under Section 1.01(b), 1.01(d) or 2.03, in the case of 
either clause (i) or (ii) above as a result of the appointment of a receiver 
or conservator with respect to such Bank at the direction or request of any 
regulatory agency or authority.


                                     -117-

<PAGE>

                  "Bankruptcy Code" shall have the meaning provided in 
Section 10.05.

                  "Base Rate" at any time shall mean the highest of (x) the 
rate which is 1/2 of 1% in excess of the Adjusted Certificate of Deposit 
Rate, (y) the rate which is 1/2 of 1% in excess of the Federal Funds Rate and 
(z) the Prime Lending Rate.

                  "Base Rate Loan" shall mean each Loan bearing interest at 
the rates provided in Section 1.08(a).

                  "Borrower" shall have the meaning provided in the first 
paragraph of this Agreement.

                  "Borrower Common Stock" shall have the meaning provided in 
Section 7.13(a).

                  "Borrowing" shall mean and include (i) the borrowing of 
Swingline Loans from BTCo on a given date and (ii) the borrowing of one Type 
of Loan pursuant to a single Tranche by the Borrower from all of the Banks 
having Commitments (and/or outstanding Loans) with respect to such Tranche on 
a PRO RATA basis on a given date (or resulting from conversions on a given 
date), having in the case of Eurodollar Loans the same Interest Period; 
PROVIDED, that Base Rate Loans incurred pursuant to Section 1.10(b) shall be 
considered part of any related Borrowing of Eurodollar Loans.

                  "BTCo" shall mean Bankers Trust Company, in its individual 
capacity, and any successor corporation thereto by merger, consolidation or 
otherwise.

                  "Business Day" shall mean (i) for all purposes other than 
as covered by clause (ii) below, any day excluding Saturday, Sunday and any 
day which shall be in the City of New York a legal holiday or a day on which 
banking institutions are authorized by law or other governmental actions to 
close and (ii) with respect to all notices and determinations in connection 
with, and payments of principal and interest on, Eurodollar Loans, any day 
which is a Business Day described in clause (i) and which is also a day for 
trading by and between banks in U.S. dollar deposits in the interbank 
Eurodollar market.

                  "C TL Commitment Fee" shall have the meaning provided in 
Section 3.01(b).

                  "C TL Percentage" of any Bank shall mean a fraction 
(expressed as a percentage) the numerator of which is the Tranche C Term Loan 
Commitment of such Bank on the Second Restatement Effective Date (without 
giving effect to any reduction thereto pursuant to Sections 3.03, 4.02 and/or 
10) and the denominator of which is the Total


                                     -118-

<PAGE>

Tranche C Term Loan Commitment on the Second Restatement Effective Date 
(without giving effect to any reduction to the Tranche C Term Loan 
Commitments pursuant to Sections 3.03, 4.02 and/or 10).

                  "Calculation Period" shall have the meaning provided in 
Section 8.14.

                  "Capital Expenditures" shall mean, with respect to any 
Person, for any period, all expenditures by such Person which should be 
capitalized in accordance with GAAP during such period, including all such 
expenditures with respect to fixed or capital assets (including, without 
limitation, expenditures for maintenance and repairs which should be 
capitalized in accordance with GAAP) and the amount of all Capitalized Lease 
Obligations incurred by such Person during such period.

                  "Capital Lease", as applied to any Person, shall mean any 
lease of any property (whether real, personal or mixed) by that Person as 
lessee which, in conformity with GAAP, is accounted for as a capital lease on 
the balance sheet of that Person.

                  "Capitalized Lease Obligations" shall mean all obligations 
under Capital Leases of the Borrower or any of its Subsidiaries, in each case 
taken at the amount thereof accounted for as liabilities in accordance with 
GAAP.

                  "Cash Equivalents" shall mean, as to any Person, (i) 
securities issued or directly and fully guaranteed or insured by the United 
States or any agency or instrumentality thereof (PROVIDED that the full faith 
and credit of the United States is pledged in support thereof) having 
maturities of not more than six months from the date of acquisition, (ii) 
time deposits, certificates of deposit and bankers' acceptances of any Bank 
or any commercial bank having, or which is the principal banking subsidiary 
of a bank holding company organized under the laws of the United States, any 
State thereof, the District of Columbia or any foreign jurisdiction having 
capital, surplus and undivided profits aggregating in excess of $200,000,000 
and having a long-term unsecured debt rating of at least "A" or the 
equivalent thereof from S&P's or "A2" or the equivalent thereof from Moody's, 
with maturities of not more than six months from the date of acquisition by 
such Person, (iii) repurchase agreements with a term of not more than 30 
days, involving securities of the types described in preceding clause (i), 
and entered into with commercial banks meeting the requirements of preceding 
clause (ii), (iv) commercial paper issued by any Person incorporated in the 
United States rated at least A-1 or the equivalent thereof by S&P's or at 
least P-1 or the equivalent thereof by Moody's and in each case maturing not 
more than six months after the date of acquisition by such Person, (v) 
investments in money market funds substantially all of whose assets are 
comprised of securities of the types described in clauses (i) through (iv) 
above and (vi) demand deposit accounts maintained in the ordinary course of 
business.

                  "Change of Control Event" shall mean, (I) at any time prior 
to the consum-


                                     -119-

<PAGE>

mation of a Qualified IPO, (a) Apollo Group and its Affiliates shall cease to 
own on a fully diluted basis in the aggregate at least 30% of the economic 
and voting interest in the Borrower's capital stock (for such purposes, 
excluding the PIK Preferred Stock and any Qualified Preferred Stock and any 
Disqualified Preferred Stock, in each case to the extent same is not Voting 
Stock) or (b) Apollo Group and its Affiliates, together with the Management 
Participants and other investors which own shares of Borrower Common Stock on 
the Original Effective Date, shall cease to own on a fully diluted basis in 
the aggregate at least a majority of the outstanding Voting Stock of the 
Borrower or (c) any Person or "group" (within the meaning of Rules 13d-3 and 
13d-5 under the Securities Exchange Act of 1934, as in effect on the Original 
Effective Date), other than the Permitted Holders, shall (A) have acquired 
beneficial ownership of 30% or more on a fully diluted basis of the voting 
and/or economic interest in the Borrower's capital stock or (B) obtained the 
power (whether or not exercised) to elect a majority of the Borrower's 
directors or (d) the Board of Directors of the Borrower shall cease to 
consist of a majority of Continuing Directors or (e) a "change of control" or 
similar event shall occur as provided in the Senior Subordinated Notes 
Indenture or in any Scheduled Existing Indebtedness, Permitted Debt, PIK 
Preferred Stock, Disqualified Preferred Stock or Qualified Preferred Stock, 
to the extent the outstanding principal amount or liquidation preference, as 
the case may be, of such Scheduled Existing Indebtedness, Permitted Debt, PIK 
Preferred Stock, Disqualified Preferred Stock or Qualified Preferred Stock 
exceeds $10,000,000 or (II) at any time after a Qualified IPO, (a) any Person 
or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities 
Exchange Act of 1934, as in effect on the Original Effective Date), other 
than the Permitted Holders, shall have acquired beneficial ownership of 25% 
or more on a fully diluted basis of the voting and/or economic interest in 
the Borrower's capital stock and Apollo Group and its Affiliates shall own 
less than such Person or "group" on a fully diluted basis of the economic and 
voting interest in the Borrower's capital stock or (b) the Board of Directors 
of the Borrower shall cease to consist of a majority of Continuing Directors 
or (c) a "change of control" or similar event shall occur as provided in the 
Senior Subordinated Notes Indenture or in any Scheduled Existing 
Indebtedness, Permitted Debt, PIK Preferred Stock, Disqualified Preferred 
Stock or Qualified Preferred Stock, to the extent the outstanding principal 
amount or liquidation preference, as the case may be, of such Scheduled 
Existing Indebtedness, Permitted Debt, PIK Preferred Stock, Disqualified 
Preferred Stock or Qualified Preferred Stock exceeds $10,000,000.

                  "Code" shall mean the Internal Revenue Code of 1986, as 
amended from time to time, and the regulations promulgated and rulings issued 
thereunder. Section references to the Code are to the Code, as in effect at 
the date of this Agreement and any subsequent provisions of the Code, 
amendatory thereof, supplemental thereto or substituted therefor.

                  "Collateral" shall mean all of the Collateral as defined in 
each of the Security Documents.


                                     -120-

<PAGE>

                  "Collateral Agent" shall mean the Administrative Agent 
acting as collateral agent for the Secured Creditors.

                  "Collective Bargaining Agreements" shall have the meaning 
provided in Section 5A.11.

                  "Commitment" shall mean any of the commitments of any Bank, 
I.E., whether a Tranche C Term Loan Commitment or Revolving Loan Commitment.

                  "Common Equity Issuance" shall have the meaning provided in 
the Original Credit Agreement.

                  "Commitment Fee" shall mean and include any RL Commitment 
Fee and any C TL Commitment Fee.

                  "Company" shall mean any corporation, limited liability 
company, partnership or other business entity (or the adjectival form 
thereof, where appropriate).

                  "Consolidated Current Assets" shall mean, at any time, the 
current assets (other than cash, Cash Equivalents and deferred income taxes 
to the extent included in current assets) of the Borrower and its 
Subsidiaries at such time determined on a consolidated basis.

                  "Consolidated Current Liabilities" shall mean, at any time, 
the current liabilities of the Borrower and its Subsidiaries determined on a 
consolidated basis, but excluding deferred income taxes, restructuring costs 
or reserves, litigation costs or reserves and the current portion of and 
accrued but unpaid interest on any Indebtedness under this Agreement and any 
other long-term Indebtedness which would otherwise be included therein.

                  "Consolidated Debt" shall mean, at any time, the sum of 
(without duplication) (i) all Indebtedness of the Borrower and its 
Subsidiaries as would be required to be reflected on the liability side of a 
balance sheet of such Person in accordance with GAAP as determined on a 
consolidated basis, (ii) all Indebtedness of the Borrower and its 
Subsidiaries of the type described in clauses (iii) and (vii) of the 
definition of Indebtedness and (iii) all Contingent Obligations of the 
Borrower and its Subsidiaries in respect of Indebtedness of other Persons 
(I.E., Persons other than the Borrower or any of its Subsidiaries) of the 
type referred to in preceding clauses (i) and (ii) of this definition; 
PROVIDED that for purposes of this definition, (i) the amount of Indebtedness 
in respect of Interest Rate Protection Agreements shall be at any time the 
unrealized net loss position, if any, of the Borrower and/or its Subsidiaries 
thereunder on a marked-to-market basis determined no more than one month 
prior to such time, (ii) any Disqualified Preferred Stock of the Borrower and 
any


                                     -121-

<PAGE>

Preferred Stock of any of its Subsidiaries shall be treated as Indebtedness, 
with an amount equal to the greater of the liquidation preference or the 
maximum mandatory fixed repurchase price of any such outstanding Preferred 
Stock deemed to be a component of Consolidated Debt and (iii) without 
duplication of amounts already included in Consolidated Debt, Consolidated 
Debt at any time shall be adjusted by adding thereto the amount of Total 
Non-Consolidated Joint Venture Debt at such time.

                  "Consolidated EBIT" shall mean, for any period, the 
Consolidated Net Income of the Borrower and its Subsidiaries, determined on a 
consolidated basis, before Consolidated Interest Expense (to the extent 
deducted in arriving at Consolidated Net Income) and provision for taxes 
based on income or gains or losses from sales of assets other than inventory 
sold in the ordinary course of business, in each case that were included in 
arriving at Consolidated Net Income.

                  "Consolidated EBITDA" shall mean, for any period, 
Consolidated EBIT, adjusted by adding thereto the amount of (i) all 
amortization and depreciation and other non-cash items and (ii) any 
management fees and consulting fees paid pursuant to, and in accordance with 
the requirements of, clauses (iii), (vi) and (vii) of Section 9.07 and 
clauses (iii), (vi), (vii) and (viii) of Section 9.07 of the First Amended 
and Restated Credit Agreement and clauses (vi) and (vii) of Section 9.07 of 
the Original Credit Agreement during such period, in each case that were 
deducted in arriving at Consolidated EBIT for such period; provided that (x) 
without duplication of amounts already included in Consolidated EBITDA, 
Consolidated EBITDA for any period shall be adjusted by adding thereto the 
amount of Total Non-Consolidated Joint Venture EBITDA for the respective 
period and (y) for purposes of any determination of compliance with the 
financial covenants contained in Sections 9.08 through 9.11, inclusive, or 
any determination of the Adjusted Total Leverage Ratio, the Adjusted Senior 
Leverage Ratio or the Total Leverage Ratio elsewhere in this Agreement, 
Consolidated EBITDA for any Test Period shall mean the product of (x) 
Consolidated EBITDA for the two most recent fiscal quarters ended during such 
Test Period multiplied by (y) 2.

                  "Consolidated Fixed Charge Coverage Ratio" for any period 
shall mean the ratio of (x) Consolidated EBITDA (determined after giving 
effect to the proviso to the definition thereof) for such period to (y) 
Consolidated Fixed Charges for such period.

                  "Consolidated Fixed Charges" for any period shall mean the 
sum, without duplication, of (i) Consolidated Interest Expense for such 
period, (ii) the amount of all Capital Expenditures made by the Borrower and 
its Subsidiaries during such period (other than Capital Expenditures made 
with the proceeds or credits from equipment exchanges, asset sales or 
insurance proceeds from any Recovery Event to the extent such proceeds are 
not required to be applied by the Borrower as a mandatory repayment pursuant 
to Section 4.02(c) or (f), as the case may be) and (iii) the scheduled 
principal amount of all amorti-


                                     -122-

<PAGE>

zation payments on all Indebtedness (excluding payments pursuant to the 
Original Refinancing, the MTI Refinancing, the Revolver Refinancing and the 
ASHS Acquired Subsidiaries Refinancing and the principal component of any 
Capitalized Lease Obligation to the extent the Capital Expenditures financed 
pursuant to such Capitalized Lease Obligation were made after the Original 
Effective Date and were included in the determination of Consolidated Fixed 
Charges in a prior period) of the Borrower and its Subsidiaries for such 
period (as determined on the first day of the respective period). 
Notwithstanding anything to the contrary contained above, to the extent 
Consolidated Fixed Charges are to be determined for any Test Period which 
ends prior to the first anniversary of the Second Restatement Effective Date, 
Consolidated Fixed Charges for all portions of such period occurring prior to 
the Second Restatement Effective Date shall be calculated in accordance with 
the definition of Test Period contained herein.

                  "Consolidated Interest Coverage Ratio" for any period shall 
mean the ratio of Consolidated EBITDA (determined after giving effect to the 
proviso to the definition thereof) to Consolidated Interest Expense for such 
period.

                  "Consolidated Interest Expense" shall mean, for any period, 
the total consolidated interest expense of the Borrower and its Subsidiaries 
for such period (calculated without regard to any limitations on the payment 
thereof) plus, without duplication, (i) that portion of Capitalized Lease 
Obligations of the Borrower and its Subsidiaries representing the interest 
factor for such period, and capitalized interest expense, plus (ii) the 
product of (x) the amount of all cash Dividend requirements (whether or not 
declared or paid) on Disqualified Preferred Stock of the Borrower and on any 
Preferred Stock of any of its Subsidiaries paid, accrued or scheduled to paid 
or accrued during such period multiplied by (y) a fraction, the numerator of 
which is one and the denominator of which is one minus the then current 
effective consolidated Federal, state, local and foreign tax rate (expressed 
as a decimal number between one and zero) of the Borrower as reflected in the 
audited consolidated financial statements of the Borrower for its most 
recently completed fiscal year, which amounts described in preceding clause 
(ii) shall be treated as interest expense of the Borrower and its 
Subsidiaries for purposes of this definition regardless of the treatment of 
such amounts under GAAP, in each case net of the total consolidated cash 
interest income of the Borrower and its Subsidiaries for such period, but 
excluding the amortization of any deferred financing costs or of any costs in 
respect of any Interest Rate Protection Agreement. Notwithstanding anything 
to the contrary contained above, to the extent Consolidated Interest Expense 
is to be determined for any Test Period which ends prior to the first 
anniversary of the Second Restatement Effective Date, Consolidated Interest 
Expense for all portions of such period occurring prior to the Second 
Restatement Effective Date shall be calculated in accordance with the 
definition of Test Period contained herein.

                  "Consolidated Net Income" shall mean, for any period, the 
net after tax income of the Borrower and its Subsidiaries determined on a 
consolidated basis, without giv-


                                     -123-

<PAGE>

ing effect to any extraordinary or non-recurring gains or losses to the 
extent not related to the continuing operations of the Borrower and its 
Subsidiaries, any other non-cash expenses incurred or payments made in 
connection with the Original Transaction, the MTI Transaction and the 
Transaction, and without giving effect to gains and losses from the sale or 
disposition of assets (other than sales or dispositions of inventory, 
equipment, raw materials and supplies) by the Borrower and its Subsidiaries; 
PROVIDED that the following items shall be excluded in computing Consolidated 
Net Income (without duplication): (i) the net income or net losses of any 
Person in which any Person or Persons other than the Borrower and its 
Wholly-Owned Subsidiaries has an equity interest or interests, to the extent 
of such equity interests held by Persons other than the Borrower and its 
Wholly-Owned Subsidiaries in such Person, (ii) except for determinations 
expressly required to be made on a PRO FORMA Basis, the net income (or loss) 
of any Person accrued prior to the date it becomes a Wholly-Owned Subsidiary 
or all or substantially all of the property or assets of such Person are 
acquired by a Wholly-Owned Subsidiary and (iii) the net income of any 
Subsidiary to the extent that the declaration or payment of dividends or 
similar distributions by such Subsidiary of such net income is not at the 
time permitted by the operation of the terms of its charter or any agreement, 
instrument, judgment, decree, order, statute, rule or governmental regulation 
applicable to such Subsidiary.

                  "Consolidated Senior Debt" shall mean at any time (x) 
Consolidated Debt less (y) the sum of (i) the aggregate outstanding principal 
amount of the Senior Subordinated Notes at such time and (ii) the aggregate 
principal amount of all other subordinated debt incurred pursuant to Sections 
9.04(f) and (j) and outstanding at such time and otherwise included in 
Consolidated Debt.

                  "Consolidated Subsidiary" shall mean each Subsidiary of the 
Borrower the financial results of which are consolidated with those of the 
Borrower, in accordance with GAAP, for financial reporting purposes.

                  "Contingent Obligations" shall mean as to any Person any 
obligation of such Person guaranteeing or intended to guarantee any 
Indebtedness, leases, dividends or other obligations ("primary obligations") 
of any other Person (the "primary obligor") in any manner, whether directly 
or indirectly, including, without limitation, any obligation of such Person, 
whether or not contingent, (a) to purchase any such primary obligation or any 
property constituting direct or indirect security therefor, (b) to advance or 
supply funds (x) for the purchase or payment of any such primary obligation 
or (y) to maintain working capital or equity capital of the primary obligor 
or otherwise to maintain the net worth or solvency of the primary obligor, 
(c) to purchase property, securities or services primarily for the purpose of 
assuring the owner of any such primary obligation of the ability of the 
primary obligor to make payment of such primary obligation or (d) otherwise 
to assure or hold harmless the owner of such primary obligation against loss 
in respect thereof; PROVIDED, HOWEVER, that the term Contingent Obligation 
shall not include endorsements of instruments for deposit or


                                     -124-

<PAGE>

collection or standard contractual indemnities entered into, in each case in 
the ordinary course of business. The amount of any Contingent Obligation 
shall be deemed to be an amount equal to the stated or determinable amount of 
the primary obligation in respect of which such Contingent Obligation is made 
or, if not stated or determinable, the maximum reasonably anticipated 
liability in respect thereof (assuming such Person is required to perform 
thereunder) as determined by such Person in good faith.

                  "Continuing Directors" shall mean the directors of the 
Borrower on the Original Effective Date and each other director if such 
director's nomination for the election to the Board of Directors of the 
Borrower is recommended by a majority of the then Continuing Directors.

                  "Credit Documents" shall mean this Agreement, the Notes, 
the Subsidiaries Guaranty and each Security Document.

                  "Credit Event" shall mean the making of a Loan (other than 
a Revolving Loan made pursuant to a Mandatory Borrowing) or the issuance of a 
Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Subsidiary 
Guarantor.

                  "CT Sub" shall mean CuraCare, Inc., a Delaware corporation 
and, prior to the ASHS Acquisition Date, a Wholly-Owned Subsidiary of ASHS.

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

                  "Defaulting Bank" shall mean any Bank with respect to which 
a Bank Default is in effect.

                  "Disqualified Preferred Stock" shall mean any Preferred 
Stock of the Borrower other than Qualified Preferred Stock.

                  "Dividend" shall have the meaning provided in Section 9.06.

                  "Documents" shall mean and include (i) the Credit 
Documents, (ii) the Original Transaction Documents, (iii) the MTI Transaction 
Documents, (iv) the ASHS Acquisition Documents, (v) the ASHS Acquired 
Subsidiaries Refinancing Documents and (vi) all other documents, agreements 
and instruments executed in connection with the Transaction.

                  "Domestic Subsidiary" shall mean each Subsidiary of the 
Borrower incorporated or organized in the United States or any State or 
territory thereof.


                                     -125-

<PAGE>

                  "Effective Date" shall mean the Original Effective Date.

                  "Eligible Transferee" shall mean and include a commercial 
bank, mutual fund, financial institution, a "qualified institutional buyer" 
(as defined in Rule 144A of the Securities Act), any fund that invests in 
bank loans or any other "accredited investor" (as defined in Regulation D of 
the Securities Act) (other than an individual).

                  "Embarcadero I" shall mean Embarcadero Holding Corp. I, a 
Delaware corporation and a Wholly-Owned Subsidiary of the Borrower.

                  "Embarcadero II" shall mean Embarcadero Holding Corp. II, a 
Delaware corporation and a Wholly-Owned Subsidiary of the Borrower.

                  "Employee Benefit Plans" shall have the meaning set forth 
in Section 5A.11.

                  "Employment Agreements" shall have the meaning set forth in 
Section 5A.11.

                  "Environmental Claims" shall mean any and all 
administrative, regulatory or judicial actions, suits, demands, demand 
letters, claims, liens, notices of non-compliance or violation, 
investigations or proceedings relating in any way to any violation (or 
alleged violation) by the Borrower or any of its Subsidiaries under any 
Environmental Law (hereafter "Claims") or any permit issued to the Borrower 
or any of its Subsidiaries under any such law, including, without limitation, 
(a) any and all Claims by governmental or regulatory authorities for 
enforcement, cleanup, removal, response, remedial or other actions or damages 
pursuant to any applicable Environmental Law, and (b) any and all Claims by 
any third party seeking damages, contribution, indemnification, cost 
recovery, compensation or injunctive relief resulting from Hazardous 
Materials or arising from alleged injury or threat of injury to health, 
safety or the environment.

                  "Environmental Law" shall mean any federal, state or local 
policy, statute, law, rule, regulation, ordinance, code or rule of common law 
now or hereafter in effect and in each case as amended, and any judicial or 
administrative interpretation thereof, including any judicial or 
administrative order, consent, decree or judgment (for purposes of this 
definition (collectively, "Laws")), relating to the environment, or Hazardous 
Materials or health and safety to the extent such health and safety issues 
arise under the Occupational Safety and Health Act of 1970, as amended, or 
any such similar Laws.

                  "ERISA" shall mean the Employee Retirement Income Security 
Act of 1974, as amended from time to time, and the regulations promulgated 
and rulings issued thereunder. Section references to ERISA are to ERISA, as 
in effect at the date of this Agreement and any subsequent provisions of 
ERISA, amendatory thereof, supplemental thereto or


                                     -126-

<PAGE>

substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in 
Section 3(9) of ERISA) which together with the Borrower or a Subsidiary of 
the Borrower would be deemed to be a "single employer" (i) within the meaning 
of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the 
Borrower or a Subsidiary of the Borrower being or having been a general 
partner of such person.

                  "Eurodollar Loans" shall mean each Loan bearing interest at 
the rates provided in Section 1.08(b).

                  "Eurodollar Rate" shall mean with respect to each Interest 
Period for a Eurodollar Loan, (i) the arithmetic average (rounded to the 
nearest 1/100 of 1%) of the offered quotation to first-class banks in the 
interbank Eurodollar market by BTCo for U.S. dollar deposits of amounts in 
same day funds comparable to the outstanding principal amount of the 
Eurodollar Loan of BTCo for which an interest rate is then being determined 
with maturities comparable to the Interest Period to be applicable to such 
Eurodollar Loan, determined as of 10:00 A.M. (New York time) on the date 
which is two Business Days prior to the commencement of such Interest Period 
divided (and rounded upward to the next whole multiple of 1/16 of 1%) by (ii) 
a percentage equal to 100% minus the then stated maximum rate of all reserve 
requirements (including, without limitation, any marginal, emergency, 
supplemental, special or other reserves) applicable to any member bank of the 
Federal Reserve System in respect of Eurocurrency liabilities as defined in 
Regulation D (or any successor category of liabilities under Regulation D).

                  "Event of Default" shall have the meaning provided in 
Section 10.

                  "Excess Cash Flow" shall mean, for any period, the 
remainder of (a) the sum of (i) Adjusted Consolidated Net Income for such 
period, (ii) without duplication of amounts already included in Adjusted 
Consolidated Net Income, the Total Non-Consolidated Joint Venture EBITDA for 
such period and (iii) the decrease, if any, in Adjusted Consolidated Working 
Capital from the first day to the last day of such period, MINUS (b) the sum 
of (i) the amount of Capital Expenditures made by the Borrower and its 
Subsidiaries on a consolidated basis during such period, except to the extent 
financed with the proceeds of Indebtedness (other than the proceeds of 
Revolving Loans) or pursuant to Capitalized Lease Obligations or with 
proceeds of asset sales, asset trade-ins or insurance, (ii) the aggregate 
amount of permanent principal payments of Indebtedness for borrowed money of 
the Borrower and its Subsidiaries and the permanent repayment of the 
principal component of Capitalized Lease Obligations of the Borrower and its 
Subsidiaries (excluding (1) payments pursuant to the Original Refinancing, 
the MTI Refinancing and the ASHS Acquired Subsidiaries Refinancing, (2) 
payments with proceeds of asset sales, (3) payments with the proceeds of 
Indebtedness or equity and (4) payments of Loans or other Obligations) during


                                     -127-

<PAGE>

such period, (iii) the increase, if any, in Adjusted Consolidated Working 
Capital from the first day to the last day of such period and (iv) without 
duplication of amounts deducted in the preceding clauses (b)(i), (ii) and 
(iii), the amount of cash expended in respect of Permitted Acquisitions 
during such period, except to the extent financed with Indebtedness.

                  "Excess Cash Flow Payment Date" shall mean the date 
occurring 120 days after the last day of a fiscal year of the Borrower 
(commencing with the fiscal year ending on December 31, 1998).

                  "Excess Cash Flow Payment Period" shall mean, with respect 
to the repayment required on each Excess Cash Flow Payment Date, the 
immediately preceding fiscal year of the Borrower.

                  "Excluded Subsidiary" shall mean and include Epic/Alliance 
of Texas Inc., Alliance Resonancia Magnetica S.A. de C.V., MTHS Corporation 
and Mobile Technology-Canada, Inc.

                  "Existing Indebtedness" shall have the meaning provided in 
Section 5A.08.

                  "Existing Indebtedness Agreements" shall have the meaning 
provided in Section 5A.11.

                  "Existing Bank" shall mean each Person which was a Bank 
under, and as defined in, the First Amended and Restated Credit Agreement.

                  "Existing Letter of Credit" shall have the meaning provided 
in Section 2.01(e).

                  "Existing RL Bank" shall mean each Bank under, and as 
defined in, the First Amended and Restated Credit Agreement with outstanding 
Existing Revolving Loans on the Second Restatement Effective Date 
(immediately prior to giving effect thereto).

                  "Existing Revolving Loans" shall mean the "Revolving Loans" 
under, and as defined in, the First Amended and Restated Credit Agreement.

                  "Existing Tranche A Term Loan Bank" shall mean each Bank 
under, and as defined in, the First Amended and Restated Credit Agreement 
with outstanding Existing Tranche A Term Loans on the Second Restatement 
Effective Date (immediately prior to giving effect thereto).

                  "Existing Tranche A Term Loans" shall mean the "Tranche A 
Term Loans" under, and as defined in, the First Amended and Restated Credit 
Agreement.


                                     -128-

<PAGE>

                  "Existing Tranche B Term Loan Bank" shall mean each Bank
under, and as defined in, the First Amended and Restated Credit Agreement
with outstanding Existing Tranche B Term Loans on the Second Restatement
Effective Date (immediately prior to giving effect thereto).

                  "Existing Tranche B Term Loans" shall mean the "Tranche B
Term Loans" under, and as defined in, the First Amended and Restated Credit
Agreement.

                  "Facing Fee" shall have the meaning provided in Section
3.01(d).

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

                  "Fees" shall mean all amounts payable pursuant to, or
referred to in, Section 3.01.

                  "First Amended and Restated Credit Agreement" shall have
the meaning provided in the first WHEREAS clause of this Agreement.

                  "First Restatement Effective Date" shall mean the
Restatement Effective Date under, and as defined in, the First Amended and
Restated Credit Agreement.

                  "Foreign Subsidiary" shall mean each Subsidiary of the
Borrower other than a Domestic Subsidiary.

                  "GAAP" shall mean generally accepted accounting principles
in the United States of America as in effect from time to time; it being
understood and agreed that determinations in accordance with GAAP for
purposes of Section 9, including defined terms as used therein, are subject
(to the extent provided therein) to Section 13.07(a).

                  "Hazardous Materials" shall mean (a) any petrochemical or
petroleum products, radioactive materials, asbestos in any form that is or
could become friable, urea formaldehyde foam insulation, transformers or
other equipment that contain dielectric fluid containing levels of
polychlorinated biphenyls, and radon gas; and (b) any chemicals, materials or
substances defined as or included in the definition of "hazardous
substances",


                                     -129-

<PAGE>

"hazardous wastes", "hazardous materials", "restricted hazardous materials",
"extremely hazardous wastes", "restrictive hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants" or "pollutants", or words of
similar meaning and regulatory effect.

                  "Healthcare Unit" shall mean any of the following: (i) a
magnetic resonance imaging machine, (ii) a computer assisted tomography
machine (CAT Scanner), (iii) a SPECT machine, (iv) a lithotripsy machine and
(v) any other capital-intensive healthcare or diagnostic device used in
connection with a Permitted Business, together with any computer and all
attachments, software and related equipment (including any related vehicles,
buildings or leasehold improvements) required in connection with the
operation, transport, housing or storage of any of the foregoing.

                  "Healthcare Unit Replacement" shall mean the exchange, sale
or other disposition of a Healthcare Unit, which, in the reasonable opinion
of the Borrower, is obsolete, uneconomic, or no longer useful in the conduct
of the Borrower's or any of its Subsidiaries' business or otherwise requires
upgrading, the purpose of which exchange, sale or other disposition is to
acquire (and has resulted within 180 days prior to such exchange, sale or
disposition, or will result within 180 days following such exchange, sale or
disposition, in the acquisition of) a replacement Healthcare Unit.

                  "Indebtedness" of any Person shall mean, without
duplication, (i) all indebtedness of such Person for borrowed money, (ii) the
deferred purchase price of assets or services payable to the sellers thereof
or any of such seller's assignees which in accordance with GAAP would be
shown on the liability side of the balance sheet of such Person but excluding
deferred rent as determined in accordance with GAAP, (iii) the face amount of
all letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person,
whether or not such Indebtedness has been assumed, (v) all Capitalized Lease
Obligations of such Person, (vi) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, I.E., take-or-pay and similar obligations, (vii) all obligations
under Interest Rate Protection Agreements and Other Hedging Agreements and
(viii) all Contingent Obligations of such Person, PROVIDED that Indebtedness
shall not include trade payables and accrued expenses, in each case arising
in the ordinary course of business.

                  "Information Systems and Equipment" shall mean all computer
hardware, firmware and software, as well as other information processing
systems, or any equipment containing embedded microchips, whether directly
owned, licensed, leased, operated or otherwise controlled by the Borrower or
any of its Subsidiaries, including through third-party service providers, and
which, in whole or in part, are used, operated, relied upon, or integral to,
the Borrower's or any of its Subsidiaries' conduct of their respective
businesses.


                                     -130-

<PAGE>

                  "Intercompany Loan" shall have the meaning provided in
Section 9.05(f).

                  "Intercompany Notes" shall mean promissory notes, in the
form of Exhibit M, evidencing Intercompany Loans.

                  "Interest Determination Date" shall mean, with respect to
any Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "Interest Period", with respect to any Eurodollar Loan,
shall mean the interest period applicable thereto, as determined pursuant to
Section 1.09.

                  "Interest Rate Protection Agreement" shall mean any
interest rate swap agreement, interest rate cap agreement, interest rate
collar agreement, interest rate hedging agreement or other similar agreement
or arrangement.

                  "Interest Reduction Discount" shall mean initially zero;
PROVIDED, that from and after the first day of any Margin Reduction Period
(the "Start Date") occurring after the last day of the first fiscal quarter
of the Borrower ended after the Original Effective Date to and including the
last day of such Margin Reduction Period (the "End Date"), the Interest
Reduction Discount shall be (1) for all purposes of determining interest with
respect to Revolving Loans and Swingline Loans, the respective percentage per
annum set forth in clause (A), (B), (C), (D), (E) or (F) below if, but only
if, as of the last day of the most recent fiscal quarter or year, as the case
may be, of the Borrower ended immediately prior to such Start Date (the "Test
Date") the conditions in clause (A), (B), (C), (D), (E) or (F) below are met:

                  (A) 1/4 of 1% if, but only if, as of the Test Date for such 
         Start Date the Total Leverage Ratio for the Test Period ended on 
         such Test Date shall be less than 4.50:1.00 and the conditions set 
         forth in none of clauses (B), (C), (D), (E) and (F) below are 
         satisfied;

                  (B) 3/8 of 1% if, but only if, as of the Test Date for such 
         Start Date the Total Leverage Ratio for the Test Period ended on 
         such Test Date shall be less than 4.25:1.00 and the conditions set 
         forth in none of clauses (C), (D), (E) and (F) below are satisfied;

                  (C) 1/2 of 1% if, but only if, as of the Test Date for such 
         Start Date the Total Leverage Ratio for the Test Period ended on 
         such Test Date shall be less than 4.00:1.00 and the conditions set 
         forth in none of clauses (D), (E) and (F) below are satisfied;


                                     -131-

<PAGE>

                  (D) 3/4 of 1% if, but only if, as of the Test Date for such
         Start Date the Total Leverage Ratio for the Test Period ended on such
         Test Date shall be less than 3.50:1.00 and the conditions set forth in
         neither clause (E) nor (F) below are satisfied;

                  (E) 1% if, but only if, as of the Test Date for such Start 
         Date the Total Leverage Ratio for the Test Period ended on such Test 
         Date shall be less than 3.00:1.00 and the conditions set forth in 
         clause (F) below are not satisfied; or

                  (F) 1-1/4% if, but only if, as of the Test Date for such 
         Start Date the Total Leverage Ratio for the Test Period ended on 
         such Test Date shall be less than or equal to 2.50:1.00,

or (2) for all purposes of determining interest with respect to Tranche A
Term Loans, Tranche B Term Loans and Tranche C Term Loans, 1/4 of 1% if, but
only if, as of the Test Date most recently ended prior to such Start Date,
the Total Leverage Ratio for the Test Period ended on such Test Date shall be
less than 4.00:1.00.

The Total Leverage Ratio shall be determined for the relevant Test Period, in
each case taken as one accounting period, by delivery of an officer's
certificate of the Borrower to the Banks pursuant to Section 8.01(e), which
certificate shall set forth the calculation of the Total Leverage Ratio and
the Interest Reduction Discount which shall thereafter be applicable (until
the same is changed or ceases to apply in accordance with the following
sentences). The Interest Reduction Discount so determined shall apply, except
as set forth below, from the date on which such officer's certificate is
delivered to the Administrative Agent to the earlier of (x) the date on which
the next certificate is delivered to the Administrative Agent pursuant to
Section 8.01(e) and (y) the 45th day following the first day of the fiscal
quarter immediately following the delivery of such certificate to the
Administrative Agent. Notwithstanding anything to the contrary contained
above, the Interest Reduction Discount shall be zero if no such officer's
certificate has been delivered to the Banks which sets forth the Total
Leverage Ratio for the relevant Test Period or the financial statements upon
which any such calculations are based have not been delivered, until such a
certificate and/or financial statements are delivered. Notwithstanding
anything to the contrary above in this definition, the Interest Reduction
Discount shall be zero at all times when there shall exist a Default or Event
of Default. It is understood and agreed that the Interest Reduction Discount
as provided above shall in no event be cumulative and only the Interest
Reduction Discount available pursuant to (x) in the case of Revolving Loans
and Swingline Loans, clause (1)(A), (B), (C), (D), (E), or (F) if any,
contained in this definition shall be applicable or (y) in the case of Term
Loans, clause (2) contained in this definition shall be applicable.

                  "Investment" shall have the meaning provided in
the preamble to Section


                                     -132-

<PAGE>

9.05.

                  "Joint Venture" shall mean any Person, other than an
individual or a Wholly-Owned Subsidiary of the Borrower, (i) in which the
Borrower or a Subsidiary of the Borrower holds or acquires an ownership
interest (whether by way of capital stock, partnership or limited liability
company interest, or other evidence of ownership) and (ii) which is engaged
in a Permitted Business.

                  "L/C Supportable Indebtedness" shall mean (i) obligations
of the Borrower or its Wholly-Owned Subsidiaries incurred in the ordinary
course of business with respect to insurance obligations and workers'
compensation, surety bonds and other similar statutory obligations and (ii)
such other obligations of the Borrower or any of its Wholly-Owned
Subsidiaries as are reasonably acceptable to the Administrative Agent and the
Letter of Credit Issuer and otherwise permitted to exist pursuant to the
terms of this Agreement.

                  "Leasehold" of any Person shall mean all of the right,
title and interest of such Person as lessee or licensee in, to and under
leases or licenses of land, improvements and/or fixtures.

                  "Letter of Credit" shall have the meaning provided in
Section 2.01(a).

                  "Letter of Credit Fees" shall have the meaning provided in
Section 3.01(c).

                  "Letter of Credit Issuer" shall mean BTCo and any other
Bank which, at the request of the Borrower and with the consent of the
Administrative Agent, agrees in such Bank's sole discretion to become a
Letter of Credit Issuer for purposes of issuing Letters of Credit pursuant to
Section 2. The sole Letter of Credit Issuer on the Second Restatement
Effective Date is BTCo.

                  "Letter of Credit Outstandings" shall mean, at any time,
the sum of, without duplication, (i) the aggregate Stated Amount of all
outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid
Drawings in respect of all Letters of Credit.

                  "Letter of Credit Request" shall have the meaning provided
in Section 2.02(a).

                  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien 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 UCC or any
similar recording or notice statute, and any lease having substantially the
same effect as the foregoing).


                                     -133-

<PAGE>

                  "Loan" shall mean each Tranche A Term Loan, each Tranche B
Term Loan, each Tranche C Term Loan, each Revolving Loan and each Swingline
Loan.

                  "Management Agreements" shall have the meaning provided in
Section 5A.11.

                  "Management Participants" shall mean certain members of
management of the Borrower previously identified and satisfactory to the
Administrative Agent.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(d).

                  "Margin Reduction Period" shall mean each period which
shall commence on a date on which the financial statements are delivered
pursuant to Section 8.01(b) or (c), as the case may be, and which shall end
on the earlier of (i) the date of actual delivery of the next financial
statements pursuant to Section 8.01(b) or (c), as the case may be, and (ii)
the latest date on which the next financial statements are required to be
delivered pursuant to Section 8.01(b) or (c), as the case may be, it being
understood that the first Margin Reduction Period shall commence on the date
of delivery of the first set of financial statements pursuant to Section
8.01(b) after the Second Restatement Effective Date.

                  "Margin Stock" shall have the meaning provided in
Regulation U.

                  "Material Adverse Effect" shall mean a material adverse
effect on the business, properties, assets, liabilities, condition (financial
or otherwise) or prospects of the Borrower, the Borrower and its Subsidiaries
taken as a whole or the Acquired Business.

                  "Material Contracts" shall have the meaning provided in
Section 5A.11.

                  "Maturity Date", with respect to any Tranche of Loans,
shall mean the Tranche A Term Loan Maturity Date, the Tranche B Term Loan
Maturity Date, the Tranche C Term Loan Maturity Date or the Revolving Loan
Maturity Date, as the case may be.

                  "Maximum Permitted Acquisition Leverage Ratio" shall mean,
at any time, the maximum Adjusted Leverage Ratio which may exist pursuant to
Section 9.11 without giving rise to a Default or Event of Default at such
time, adjusted by reducing the ratio appearing in such maximum Adjusted
Leverage Ratio by 0.25.

                  "Maximum Swingline Amount" shall mean $2,500,000.

                  "Minimum Borrowing Amount" shall mean (i) for Revolving
Loans, $1,000,000, (ii) for Term Loans, $5,000,000, and (iii) for Swingline
Loans, $500,000.


                                     -134-

<PAGE>

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "MMRI" shall mean MMRI, Inc., a California corporation and
a Wholly-Owned Subsidiary of ASHS.

                  "M Partnership" shall mean American Shared-CuraCare, a
California general partnership and, prior to the ASHS Acquisition Date, a
Wholly-Owned Subsidiary of MMRI.

                  "MTI" shall mean Mobile Technology Inc., a Delaware
corporation.

                  "MTI Refinancing" shall have the meaning provided in the
First Amended and Restated Credit Agreement.

                  "MTI Transaction" shall mean the "Transaction", as defined
in the First Amended and Restated Credit Agreement.

                  "MTI Transaction Documents" shall mean the Documents under,
and as defined in, the First Amended and Restated Credit Agreement.

                  "Net Cash Proceeds" shall mean for any event requiring a
reduction of the Total Revolving Loan Commitment, the Total Tranche C Term
Loan Commitment and/or repayment of Term Loans pursuant to Section 3.03 or
4.02, as the case may be, the gross cash proceeds (including any cash
received by way of deferred payment pursuant to a promissory note, receivable
or otherwise, but only as and when received) received from such event, net of
reasonable transaction costs (including, as applicable, any underwriting,
brokerage or other customary commissions and reasonable legal, advisory and
other fees and expenses associated therewith) received from any such event.

                  "Net Sale Proceeds" shall mean for any sale of assets, the
gross cash proceeds (including any cash received by way of deferred payment
pursuant to a promissory note, receivable or otherwise, but only as and when
received) received from any sale of assets, net of (i) reasonable transaction
costs (including, without limitation, any underwriting, brokerage or other
customary selling commissions and reasonable legal, advisory and other fees and
expenses, including title and recording expenses, associated therewith) and
payments of unassumed liabilities relating to the assets sold at the time of, or
within 30 days after, the date of such sale, (ii) the amount of such gross cash
proceeds required to be used to repay any Indebtedness (other than Indebtedness
of the Banks pursuant to this Agreement) which is secured by the respective
assets which were sold, and (iii) the estimated marginal increase in income
taxes which will be payable by the Borrower's consolidated group with respect to
the fiscal year in which the sale occurs as a result of such sale; PROVIDED,
HOWEVER, that such gross proceeds shall not include any portion of such gross
cash proceeds


                                     -135-

<PAGE>

which the Borrower determines in good faith should be reserved for
post-closing adjustments (including indemnification payments) (to the extent
the Borrower delivers to the Banks a certificate signed by its chief
financial officer or treasurer, controller or chief accounting officer as to
such determination), it being understood and agreed that on the day that all
such post-closing adjustments have been determined (which shall not be later
than six months following the date of the respective asset sale), the amount
(if any) by which the reserved amount in respect of such sale or disposition
exceeds the actual post-closing adjustments payable by the Borrower or any of
its Subsidiaries shall constitute Net Sale Proceeds on such date received by
the Borrower and/or any of its Subsidiaries from such sale, lease, transfer
or other disposition. The parties hereto acknowledge and agree that Net Sale
Proceeds shall not include any trade-in-credits or purchase price reductions
received by the Borrower or any of its Subsidiaries in connection with an
exchange of equipment for replacement equipment that is the functional
equivalent of such exchanged equipment.

                  "New Bank" shall mean each Person listed on Schedule I that
is not an Existing Bank.

                  "New Credit Party" shall mean each Credit Party that was
not a Credit Party (as defined in the First Amended and Restated Credit
Agreement) on the First

Restatement Effective Date.

                  "New PRO FORMA Balance Sheet" shall have the meaning
provided in Section 5A.14(a).

                  "Non-Consolidated Joint Venture" shall mean any Joint
Venture which is not a Consolidated Subsidiary of the Borrower.

                  "Non-Consolidated Joint Venture Debt" shall mean, for each
Non-Consolidated Joint Venture at any time, the Proportionate Share of the
increase (or decrease) to Consolidated Debt at such time which would have
resulted if the respective Joint Venture had instead been a Wholly-Owned
Subsidiary of the Borrower at such time.

                  "Non-Consolidated Joint Venture EBITDA" shall mean, for
each Non-Consolidated Joint Venture for any period, the Proportionate Share
of the increase (or decrease) to Consolidated EBITDA for such period which
would have occurred if the respective Joint Venture had instead been a
Wholly-Owned Subsidiary of the Borrower during such period (or, if shorter,
that portion of such period during which the respective Non-Consolidated
Joint Venture was a Non-Consolidated Joint Venture). Notwithstanding anything
to the contrary contained above, for purposes of any determination of
Non-Consolidated Joint Venture EBITDA used in a computation of Total
Non-Consolidated Joint Venture EBITDA for purposes of the definition of
Excess Cash Flow, (A) if Non-Consolidated Joint Venture EBITDA for the
respective period, as determined pursuant to the


                                     -136-

<PAGE>

immediately preceding sentence, is positive, the amount thereof for such
purposes shall be limited to the lesser of (x) the amount determined pursuant
to the immediately preceding sentence and (y) the amount of cash actually
distributed during the respective period by such Non-Consolidated Joint
Venture to the Borrower or its Wholly-Owned Subsidiaries and (B) if
Non-Consolidated Joint Venture EBITDA for the respective period is negative,
such negative amount shall be included for such purposes, but only to the
extent the aggregate of all negative amounts so included (for the respective
period and all prior periods occurring after the Original Effective Date)
does not exceed the aggregate amount theretofore invested by the Borrower and
its Subsidiaries in the respective Non-Consolidated Joint Venture; PROVIDED
that preceding clause (B) shall not be applicable to any Non-Consolidated
Joint Venture acquired pursuant to a Permitted Acquisition.

                  "Non-Defaulting Bank" shall mean each Bank other than a
Defaulting Bank.

                  "Non-Subsidiary Joint Venture" shall mean each Joint
Venture which is not a Subsidiary of the Borrower.

                  "Non-Wholly Owned Entity" shall have the meaning provided
in the definition of Permitted Acquisition.

                  "Note" shall mean each Tranche A Term Note, each Tranche B
Term Note, each Tranche C Term Note, each Revolving Note and the Swingline
Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Conversion" shall have the meaning provided in
Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent located at One Bankers Trust Plaza, New York, New York 10006 or such
other office as the Administrative Agent may designate to the Borrower and
the Banks from time to time.

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time
existing, owing to either Agent, the Collateral Agent or any Bank pursuant to
the terms of this Agreement or any other Credit Document.

                  "Original Credit Agreement" shall mean the Credit
Agreement, dated as of December 18, 1997, among the Borrower, certain lenders
and Bankers Trust Company, as Agent, as in effect on the First Restatement
Effective Date (immediately prior to giving effect thereto).

                  "Original Effective Date" shall mean the Effective Date under,
and as


                                     -137-

<PAGE>

defined in, the Original Credit Agreement.

                  "Original PRO FORMA Balance Sheet" shall mean the New PRO
FORMA Balance Sheet, as defined in the First Amended and Restated Credit
Agreement.

                  "Original Refinancing" shall mean the "Refinancing", as
defined in the Original Credit Agreement.

                  "Original Transaction" shall mean the "Transaction", as
defined in the Original Credit Agreement.

                  "Original Transaction Documents" shall mean the Documents
under, and as defined in, the Original Credit Agreement.

                  "Other Hedging Agreements" shall mean any foreign exchange
contracts, currency swap agreements or other similar agreements or
arrangements designed to protect against fluctuations in currency values.

                  "Participant" shall have the meaning provided in Section
2.03(a).

                  "Payment Office" shall mean the office of the
Administrative Agent located at One Bankers Trust Plaza, New York, New York
10006 or such other office as the Administrative Agent may designate to the
Borrower and the Banks from time to time.

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

                  "Permitted Acquired Debt" shall have the meaning set forth
in Section 9.04(d).

                  "Permitted Acquisition" shall mean the acquisition by the
Borrower or any of its Wholly-Owned Domestic Subsidiaries of assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or any of its Wholly-Owned Subsidiaries or of 100%
of the capital stock or other equity interests of any such Person, which
Person shall, as a result of such acquisition, become a Domestic Subsidiary
of the Borrower or such Wholly-Owned Subsidiary, PROVIDED that (A) the
consideration paid by the Borrower or such Wholly-Owned Subsidiary consists
solely of cash (including proceeds of Revolving Loans), the issuance of the
Borrower Common Stock, the issuance of any Qualified Preferred Stock or
Disqualified Preferred Stock otherwise permitted in Section 9.13, the
issuance of Indebtedness otherwise permitted in Section 9.04 (including
Permitted Subordinated Indebtedness) and the assumption/acquisition of any
Permitted Acquired Debt (calculated in accordance with GAAP) relating to such
business, division, product line or


                                     -138-

<PAGE>

Person which is permitted to remain outstanding in accordance with the
requirements of Section 9.04, (B) in the case of the acquisition of 100% of
the capital stock or other equity interests of any Person, such Person (the
"Acquired Person") shall own no capital stock or other equity interests of
any other Person unless either (x) the Acquired Person owns 100% of the
capital stock or other equity interests of such other Person or (y) if the
Acquired Person owns capital stock or equity interests in any other Person
which is not a Wholly-Owned Subsidiary of the Acquired Person (a "Non-Wholly
Owned Entity"), both (1) the Acquired Person shall not have been created or
established in contemplation of, or for purposes of, the respective Permitted
Acquisition and (2) any Non-Wholly Owned Entity of the Acquired Person shall
have been non-wholly-owned prior to the date of the respective Permitted
Acquisition and not created or established in contemplation thereof, (C)
substantially all of the business, division or product line acquired pursuant
to the respective Permitted Acquisition, or the business of the Person
acquired pursuant to the respective Permitted Acquisition and its
Subsidiaries taken as a whole, is in the United States, (D) the assets
acquired, or the business of the Person whose stock is acquired, shall be in
a Permitted Business and (E) all applicable requirements of Sections 8.14 and
9.02 applicable to Permitted Acquisitions are satisfied. Notwithstanding
anything to the contrary contained in the immediately preceding sentence, (x)
an acquisition which does not otherwise meet the requirements set forth above
in the definition of "Permitted Acquisition" shall constitute a Permitted
Acquisition if, and to the extent, the Required Banks agree in writing that
such acquisition shall constitute a Permitted Acquisition for purposes of
this Agreement and (y) the ASHS Acquisition (to the extent consummated in
accordance with the requirements of Section 5B.07) shall be deemed to be a
"Permitted Acquisition" for (and only for) purposes of the definitions of
"PRO FORMA Basis" and "Permitted Acquisition Additional Cost Savings" and the
application of such definitions in this Agreement.

                  "Permitted Acquisition Additional Cost-Savings" shall mean,
in connection with each Permitted Acquisition, those demonstrable
cost-savings adjustments (in each case not included pursuant to clause (iii)
or (iv) of the definition of PRO FORMA Basis contained herein) reasonably
anticipated by the Borrower to be achieved in connection with such Permitted
Acquisition for the 12 month period following the consummation of such
Permitted Acquisition, which cost-savings adjustments shall be estimated on a
good faith basis by the Borrower and, if requested by either Agent, be
verified by a nationally recognized accounting firm or as otherwise agreed to
by such Agent.

                  "Permitted Business" shall mean the magnetic resonance
imaging business conducted by the Borrower and its Subsidiaries on the Second
Restatement Effective Date, any imaging or other healthcare services
business, the provision of equipment and services to hospitals and other
healthcare providers and reasonable extensions of the foregoing.

                  "Permitted Debt" shall mean and include Permitted Acquired
Debt, Permitted Subordinated Refinancing Indebtedness and Permitted
Subordinated Indebtedness.


                                     -139-

<PAGE>

                  "Permitted Encumbrances" shall mean (i) those liens,
encumbrances and other matters affecting title to any Real Property and found
reasonably acceptable by the Administrative Agent, (ii) as to any particular
Real Property at any time, such easements, encroachments, covenants, rights
of way, minor defects, irregularities or encumbrances on title which could
reasonably be expected to materially impair such Real Property for the
purpose for which it is held by the mortgagor thereof, or the lien held by
the Collateral Agent, (iii) zoning and other municipal ordinances which are
not violated in any material respect by the existing improvements and the
present use made by the mortgagor thereof of the premises, (iv) general real
estate taxes and assessments not yet delinquent, and (v) such other similar
items as the Administrative Agent may consent to (such consent not to be
unreasonably withheld).

                  "Permitted Holders" shall mean Apollo Group and its
Affiliates and the Management Participants.

                  "Permitted Liens" shall have the meaning provided in
Section 9.03.

                  "Permitted Sale-Leaseback Transaction" shall mean any sale
by the Borrower or any of its Subsidiaries of any Healthcare Unit first
acquired by the Borrower or such Subsidiary after the Original Effective Date
which Healthcare Unit is then leased back to the Borrower or such Subsidiary,
PROVIDED that (i) the proceeds of the respective sale shall be entirely cash
and in an amount at least equal to 85% of the aggregate amount expended by
the Borrower or such Subsidiary in so acquiring such Healthcare Unit, (ii)
such sale and leaseback are effected within 90 days of the acquisition by the
Borrower or such Subsidiary of such Healthcare Unit, and (iii) the respective
transaction is otherwise effected in accordance with the applicable
requirements of Section 9.02(k).

                  "Permitted Subordinated Indebtedness" shall mean
subordinated Indebtedness of the Borrower incurred in connection with a
Permitted Acquisition and in accordance with Section 8.14, which Permitted
Subordinated Indebtedness and all terms and conditions thereof (including,
without limitation, the maturity thereof, the interest rate applicable
thereto, amortization, defaults, remedies, voting rights, subordination
provisions, etc.), and the documentation therefor, shall be reasonably
satisfactory to the Administrative Agent, PROVIDED that in any event, unless
the Required Banks otherwise expressly consent in writing prior to the
incurrence thereof, (i) no such Indebtedness shall be guaranteed by the
Borrower or any of its Subsidiaries and (ii) no such Indebtedness shall be
secured by any asset of the Borrower or any of its Subsidiaries. The
incurrence of Permitted Subordinated Indebtedness shall be deemed to be a
representation and warranty by the Borrower that all conditions thereto have
been satisfied in all material respects and that same is permitted in
accordance with the terms of this Agreement, which representation and
warranty shall be deemed to be a representation and warranty for all purposes
hereunder, including, without


                                     -140-

<PAGE>


limitation, Sections 6 and 10.

                  "Permitted Subordinated Refinancing Indebtedness" shall
mean Indebtedness of the Borrower issued or given in exchange for, or the
proceeds of which are used to refinance, the Senior Subordinated Notes, so
long as (a) such Indebtedness has a weighted average life to maturity greater
than or equal to the weighted average life to maturity of the Senior
Subordinated Notes, (b) such refinancing does not (i) increase the amount of
such Indebtedness outstanding immediately prior to such refinancing or (ii)
add guarantors, obligors or security from that which applied to the Senior
Subordinated Notes, (c) such Indebtedness has substantially the same (or,
from the perspective of the Banks, more favorable) subordination provisions,
if any, as applied to the Senior Subordinated Notes, and (d) all other terms
of such refinancing (including, without limitation, with respect to the
amortization schedules, redemption provisions, maturities, covenants,
defaults and remedies), are not, taken as a whole, materially less favorable
to the Borrower than those previously existing with respect to the Senior
Subordinated Notes.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, limited liability company, association, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

                  "PIK Preferred Stock" shall mean the pay-in-kind preferred
stock of the Borrower, $.01 par value per share, issued pursuant to the PIK
Preferred Stock Documents.

                  "PIK Preferred Stock Documents" shall mean the documents
executed and delivered with respect to the PIK Preferred Stock on the
Original Effective Date.

                  "Plan" shall mean any pension plan as defined in Section
3(2) of ERISA, which is maintained or contributed to by (or to which there is
an obligation to contribute of) the Borrower or a Subsidiary of the Borrower
or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Borrower, or a Subsidiary
of the Borrower or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

                  "Pledge Agreement" shall mean shall have the meaning
provided in Section 5A.09(a).

                  "Pledge Agreement Collateral" shall  mean all "Collateral"
as defined in the Pledge Agreement.

                  "Pledged Securities" shall mean all the Pledged Securities
as defined in the Pledge Agreement.


                                     -141-

<PAGE>

                  "Preferred Stock", as applied to the capital stock of any
Person, means capital stock of such Person (other than common stock of such
Person) of any class or classes (however designed) that ranks prior, as to
the payment of dividends or as to the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of capital stock of any other class of such Person, and
shall include any Qualified Preferred Stock and Disqualified Preferred Stock.

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

                  "PRO FORMA Basis" shall mean, in connection with any
calculation of compliance with any financial covenant or financial term, the
calculation thereof after giving effect on a PRO FORMA basis to (u) if the
relevant period to be tested includes any period prior to the Original
Effective Date, the consummation of the Original Transaction as if the same
had occurred on the first day of such period, (v) if the relevant period to
be tested includes any period prior to the First Restatement Effective Date,
the consummation of the MTI Transaction as if the same had occurred on the
first day of such period, (w) if the relevant period to be tested includes
any period prior to the Second Restatement Effective Date, the consummation
of the Transaction (other than the ASHS Acquisition and the ASHS Acquired
Subsidiaries Refinancing) as if the same had occurred on the first day of
such period, (x) the incurrence of any Indebtedness (other than revolving
Indebtedness, except to the extent same is incurred to finance the Original
Transaction, the MTI Transaction or the Transaction, to refinance other
outstanding Indebtedness or to finance Permitted Acquisitions) or Preferred
Stock (other than Qualified Preferred Stock of the Borrower) after the first
day of the relevant Calculation Period as if such Indebtedness or Preferred
Stock had been incurred or issued (and the proceeds thereof applied) on the
first day of the relevant Calculation Period, (y) the permanent repayment of
any Indebtedness (other than revolving Indebtedness except to the extent paid
with Permitted Debt or Disqualified Preferred Stock) or Preferred Stock
(other than Qualified Preferred Stock of the Borrower) after the first day of
the relevant Calculation Period as if such Indebtedness or Preferred Stock
had been retired or redeemed on the first day of the relevant Calculation
Period and (z) the Permitted Acquisition, if any, then being consummated as
well as any other Permitted Acquisition consummated after the first day of
the relevant Calculation Period and on or prior to the date of the respective
Permitted Acquisition then being effected, with the following rules to apply
in connection therewith:

                    (i) all Indebtedness and Preferred Stock (other than 
         Qualified Preferred Stock of the Borrower) (x) (other than revolving 
         Indebtedness, except to the extent same is incurred to finance the 
         Original Transaction, the MTI Transaction or the


                                     -142-

<PAGE>

         Transaction, to refinance other outstanding Indebtedness, or to 
         finance Permitted Acquisitions) incurred or issued after the first 
         day of the relevant Calculation Period (whether incurred to finance 
         a Permitted Acquisition, to refinance Indebtedness or otherwise) 
         shall be deemed to have been incurred or issued (and the proceeds 
         thereof applied) on the first day of the respective Calculation 
         Period and remain outstanding through the date of determination (and 
         thereafter in the case of projections pursuant to Section 
         8.14(a)(iv)) and (y) (other than revolving Indebtedness except to 
         the extent paid with Permitted Debt or Disqualified Preferred Stock) 
         permanently retired or redeemed after the first day of the relevant 
         Calculation Period shall be deemed to have been retired or redeemed 
         on the first day of the respective Calculation Period and remain 
         retired through the date of determination (and thereafter in the 
         case of projections pursuant to Section 8.14(a)(iv));

                   (ii) all Indebtedness or Preferred Stock (other than 
         Qualified Preferred Stock of the Borrower) assumed to be outstanding 
         pursuant to preceding clause (i) shall be deemed to have borne 
         interest or accrued dividends, as the case may be, at (x) the rate 
         applicable thereto, in the case of fixed rate indebtedness or 
         Preferred Stock or (y) the rates which would have been applicable 
         thereto during the respective period when same was deemed 
         outstanding, in the case of floating rate Indebtedness or Preferred 
         Stock (although interest expense with respect to any Indebtedness or 
         Preferred Stock for periods while same was actually outstanding 
         during the respective period shall be calculated using the actual 
         rates applicable thereto while same was actually outstanding); 
         PROVIDED that for purposes of calculations pursuant to Section 
         8.14(a)(iv), all Indebtedness or Preferred Stock (whether actually 
         outstanding or deemed outstanding) bearing interest at a floating 
         rate of interest shall be tested on the basis of the rates 
         applicable at the time the determination is made pursuant to said 
         provisions;

                  (iii) in making any determination of Consolidated EBITDA, 
         PRO FORMA effect shall be given to any Permitted Acquisition 
         consummated after the first day of the respective period being 
         tested, taking into account, for any portion of the relevant period 
         being tested occurring prior to the consummation of such Permitted 
         Acquisition, demonstrable cost savings actually achieved 
         simultaneously with the closing of the respective Permitted 
         Acquisition, which cost savings would be permitted to be recognized 
         in PRO FORMA statements prepared in accordance with Regulation S-X 
         under the Securities Act, as if such cost-savings were realized on 
         the first day of the relevant period;

                   (iv) without duplication of adjustments provided above, in 
         case of any Permitted Acquisition consummated after the first day of 
         the relevant period being tested, PRO FORMA effect shall be given to 
         the termination or replacement of operating leases with Capitalized 
         Lease Obligations or other Indebtedness, and to any replace-


                                     -143-

<PAGE>

         ment of Capitalized Lease Obligations or other Indebtedness with 
         operating leases, in each case effected at the time of the consummation
         of such Permitted Acquisition or thereafter, in each case if effected 
         after the first day of the period being tested and prior to the date 
         the respective determination is being made, as if such termination or
         replacement had occurred on the first day of the relevant period; and

                    (v) in making any determination of Consolidated EBITDA for
         purposes of any calculation of the Adjusted Total Leverage Ratio or the
         Adjusted Senior Leverage Ratio only, (x) for any Permitted Acquisition
         which occurred during the last two fiscal quarters comprising the
         respective Test Period (and, in the case of Section 8.14, thereafter
         and on or prior to the relevant date of determination), there shall be
         added to Consolidated EBITDA the amount of Permitted Acquisition
         Additional Cost Savings, determined in accordance with the definition
         thereof contained herein, expected to be realized with respect to such
         Permitted Acquisition, (y) for any Permitted Acquisition effected in
         the second fiscal quarter of the respective Test Period (it being
         understood and agreed that such fiscal quarter shall not be directly
         included in the determination of Consolidated EBITDA, by virtue of the
         proviso to the definition thereof), the Consolidated EBITDA shall be
         increased by 50% of the Permitted Acquisition Additional Cost Savings
         estimated to arise in connection with the respective Permitted
         Acquisition and (z) for any Permitted Acquisition effected in the first
         fiscal quarter of the respective Test Period (it being understood and
         agreed that such fiscal quarter will not be directly included in the
         determination of Consolidated EBITDA by virtue of the proviso to the
         definition thereof), the Consolidated EBITDA shall be increased by 25%
         of the Permitted Acquisition Additional Cost Savings estimated to arise
         in connection with the respective Permitted Acquisition; PROVIDED that
         the aggregate additions to Consolidated EBITDA, for any period being
         tested, pursuant to this clause (v) shall not exceed 15% of the amount
         which would have been Consolidated EBITDA in the absence of the
         adjustment pursuant to this clause (v).

Notwithstanding anything to the contrary contained above, (x) for purposes of 
Sections 9.08, 9.10 and 9.11, and for purposes of all determinations of the 
Interest Reduction Discount, PRO FORMA effect (as otherwise provided above) 
shall only be given for events or occurrences which occurred during the 
respective Test Period but not thereafter and (y) for purposes of Section 
8.14, PRO FORMA effect (as otherwise provided above) shall be given for 
events or occurrences which occurred during the respective Test Period and 
thereafter but on or prior to the respective date of determination.

     "Projections" shall have the meaning provided in Section 5A.14(b).

     "Proportionate Share" shall mean (I) in the case of any determination of 
Non-Consolidated Joint Venture EBITDA, with respect to each Non-Consolidated 
Joint 

                                     -144-
<PAGE>

Venture for any period, the proportion (expressed as a percentage) of the 
share of the Borrower and its Wholly-Owned Subsidiaries (whether directly or 
indirectly) in the Non-Consolidated Joint Venture EBITDA (for this purpose, 
calculated in accordance with the first sentence of the definition thereof as 
if the phrase "the Proportionate Share of" appearing therein and the second 
sentence of such definition were deleted) of such Non-Consolidated Joint 
Venture for such period, which percentage shall be determined giving effect 
to any priorities (including, without limitation, repayments of loans to 
owners of equity interest in the respective Joint Venture, preferred 
distribution priorities, etc.) established by such Non-Consolidated Joint 
Venture (or the owners of the equity interests therein) for the allocation of 
such Non-Consolidated Joint Venture EBITDA and (II) in the case of any 
determination of Non-Consolidated Joint Venture Debt, with respect to each 
Non-Consolidated Joint Venture at any time, the percentage equal to the 
percentage determined pursuant to clause (I) above at such time.

     "Qualified IPO" shall mean an underwritten public offering of Borrower 
Common Stock which generates cash proceeds of at least $30,000,000.

     "Qualified Preferred Stock" shall mean any Preferred Stock of the 
Borrower, the express terms of which shall provide that dividends thereon 
shall not be required to be paid at any time (and to the extent) that such 
payment would be prohibited by the terms of this Agreement or any other 
agreement of the Borrower relating to outstanding indebtedness and which, by 
its terms (or by the terms of any security into which it is convertible or 
for which it is exchangeable), or upon the happening of any event (including 
any Change of Control Event), cannot mature (excluding any maturity as the 
result of an optional redemption by the issuer thereof) and is not 
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, 
and is not redeemable, or required to be repurchased, at the sole option of 
the holder thereof (including, without limitation, upon the occurrence of a 
Change of Control Event), in whole or in part, on or prior to the date 
occurring two years after the Tranche C Term Loan Maturity Date.

     "Quarterly Payment Date" shall mean the last Business Day of each March, 
June, September and December.

     "Real Property" of any Person shall mean all of the right, title and 
interest of such Person in and to land, improvements and fixtures, including 
Leaseholds.

     "Recapitalization" shall have the meaning provided in the Original 
Credit Agreement.

     "Recovery Event" shall mean the receipt by the Borrower or any of its 
Subsidiaries of any insurance or condemnation proceeds payable (i) by reason 
of theft, physical destruction or damage or any other similar event with 
respect to any properties or 

                                     -145-
<PAGE>

assets of the Borrower or any of its Subsidiaries, (ii) by reason of any 
condemnation, taking, seizing or similar event with respect to any properties 
or assets of the Borrower or any of its Subsidiaries and (iii) under any 
policy of insurance required to be maintained under Section 8.03.

     "Register" shall have the meaning provided in Section 13.17.

     "Regulation D" shall mean Regulation D 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 establishing reserve requirements.

     "Regulation G" shall mean Regulation G of the Board of Governors of the 
Federal Reserve System as from time to time in effect and any successor to 
all or any portion thereof.

     "Regulation T" shall mean Regulation T of the Board of Governors of the 
Federal Reserve System as from to time in effect and any successor to all or 
any portion thereof.

     "Regulation U" shall mean Regulation U 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.

     "Regulation X" shall mean Regulation X of the Board of Governors of the 
Federal Reserve System as from time to time in effect and any successor to 
all or any portion thereof.

     "Release" means disposing, discharging, injecting, spilling, pumping, 
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing, 
pouring and the like, into or upon any land or water or air, or otherwise 
entering into the environment.

     "Replaced Bank" shall have the meaning provided in Section 1.13.

     "Replacement Bank" shall have the meaning provided in Section 1.13.

     "Reportable Event" shall mean an event described in Section 4043(c) of 
ERISA with respect to a Plan that is subject to Title IV of ERISA other than 
those events as to which the 30-day notice period is waived under subsection 
 .22, .23, .25, .27, or .28 of PBGC Regulation Section 4043.

     "Required Banks" shall mean Non-Defaulting Banks, the sum of whose 
outstanding Term Loans (and, if prior to the termination of the Total Tranche 
C Term Loan 

                                     -146-
<PAGE>

Commitment, the Tranche C Term Loan Commitments) and Revolving Loan 
Commitments (or after the termination thereof, outstanding Revolving Loans 
and Adjusted RL Percentage of Swingline Loans and Letter of Credit 
Outstandings) represent an amount greater than 50% of the sum of all 
outstanding Term Loans (and, if prior to the termination of the Total Tranche 
C Term Loan Commitment, Tranche C Term Loan Commitments) of Non-Defaulting 
Banks and the Adjusted Total Revolving Loan Commitment (or after the 
termination thereof, the sum of the then total outstanding Revolving Loans of 
Non-Defaulting Banks and the aggregate Adjusted RL Percentages of all 
Non-Defaulting Banks of the total outstanding Swingline Loans and Letter of 
Credit Outstandings at such time).

     "Returns" shall have the meaning provided in Section 7.21.

     "Revolver Refinancing" shall mean the repayment of Revolving Loans on 
the Second Restatement Effective Date in accordance with the requirements of 
Section 5A.08(a).

     "Revolving Loan" shall have the meaning provided in Section 1.01(b).

     "Revolving Loan Commitment" shall mean, with respect to each RL Bank, 
the amount set forth opposite such Bank's name in Schedule I directly below 
the column entitled "Revolving Loan Commitment", as the same may be reduced 
from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or Section 10.

     "Revolving Loan Maturity Date" shall mean December 18, 2002.

     "Revolving Note" shall have the meaning provided in Section 1.05(a)(iv).

     "RL Bank" shall mean at any time each Bank with a Revolving Loan 
Commitment or with outstanding Revolving Loans.

     "RL Commitment Fee" shall have the meaning provided in Section 3.01(a).

     "RL Percentage" of any Bank at any time shall mean a fraction (expressed 
as a percentage) the numerator of which is the Revolving Loan Commitment of 
such Bank at such time and the denominator of which is the Total Revolving 
Loan Commitment at such time, provided that if the RL Percentage of any Bank 
is to be determined after the Total Revolving Loan Commitment has been 
terminated, then the RL Percentages of the Banks shall be determined 
immediately prior (and without giving effect) to such termination.

     "S&P" shall mean Standard & Poor's Ratings Services, a division of 
McGraw Hill, Inc.

                                     -147-
<PAGE>

     "Scheduled Commitment Reduction" shall have the meaning provided in 
Section 3.03(c).

     "Scheduled Commitment Reduction Date" shall have the meaning provided in 
Section 3.03(c).

     "Scheduled Existing Indebtedness" shall have the meaning provided in 
Section 5A.08.

     "Scheduled Repayment" shall mean any Tranche A Term Loan Scheduled 
Repayment, any Tranche B Term Loan Scheduled Repayment and/or any Tranche C 
Term Loan Scheduled Repayment.

     "SEC" shall mean the Securities and Exchange Commission or any successor 
thereto.

     "Second Restatement Effective Date" shall have the meaning provided in 
Section 13.10.

     "Section 4.04(b)(ii) Certificate" shall have the meaning provided in 
Section 4.04(b)(ii).

     "Secured Creditors" shall have the meaning provided in the Security 
Documents.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and 
the rules and regulations promulgated thereunder.

     "Security Agreement" shall have the meaning provided in Section 5A.09(b).

     "Security Agreement Collateral" shall mean all "Collateral" as defined 
in the Security Agreement.

     "Security Documents" shall mean and include the Security Agreement, the 
Pledge Agreement and each Additional Security Document, if any.

     "Senior Subordinated Notes" shall mean the Borrower's 9-5/8% Senior 
Subordinated Notes due 2005 and the Borrower's Floating Interest Rate 
Subordinated Term Securities, in each case issued pursuant to the Senior 
Subordinated Notes Indenture, as in effect on the Original Effective Date and 
as the same may be amended, modified or supplemented from time to time in 
accordance with the terms hereof and thereof.

                                     -148-
<PAGE>

     "Senior Subordinated Notes Documents" shall mean the Senior Subordinated 
Notes, the Senior Subordinated Notes Indenture and all other documents 
executed and delivered with respect to the Senior Subordinated Notes or 
Senior Subordinated Notes Indenture, as in effect on the Original Effective 
Date and as the same may be amended, modified or supplemented from time to 
time in accordance with the terms hereof and thereof.

     "Senior Subordinated Notes Indenture" shall mean the Indenture, dated as 
of December 18, 1997, among the Borrower, the Subsidiary Guarantors and the 
Senior Subordinated Notes Indenture Trustee, as in effect on the Original 
Effective Date and as thereafter amended from time to time in accordance with 
the requirements hereof and thereof.

     "Senior Subordinated Notes Indenture Trustee" shall mean IBJ Schroder 
Bank & Trust Company.

     "Shareholder Subordinated Note" shall mean an unsecured junior 
subordinated note issued by the Borrower (and not guaranteed or supported in 
any way by the Borrower or any of its Subsidiaries) in the form of Exhibit N.

     "Shareholders' Agreements" shall have the meaning provided in Section 
5A.11.

     "Standby Letter of Credit" shall have the meaning provided in Section 
2.01(a).

     "Stated Amount" of each Letter of Credit shall mean the maximum amount 
available to be drawn thereunder (regardless of whether any conditions for 
drawing could then be met).

     "Subsidiaries Guaranty" shall the meaning provided in Section 5A.10.

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

     "Subsidiary Guarantor" shall mean each Wholly-Owned Subsidiary of the 
Borrower that is or becomes a party to the Subsidiaries Guaranty.

                                     -149-
<PAGE>

     "Swingline Expiry Date" shall mean the date which is five Business Days 
prior to the Revolving Loan Maturity Date.

     "Swingline Loan" shall have the meaning provided in Section 1.01(c).

     "Swingline Note" shall have the meaning provided in Section 1.05(a)(v).

     "Syndication Agent" shall have the meaning provided in the first 
paragraph of this Agreement and shall include any successor to the 
Syndication Agent appointed pursuant to Section 12.10.

     "Syndication Date" shall mean that date upon which the Agents determine 
(and notify the Borrower and the Banks) that the primary syndication (and 
resultant addition of Persons as Banks pursuant to Section 13.04(b)) of the 
Tranche C Term Loans has been completed.

     "Tax Allocation Agreements" shall have the meaning provided in Section 
5A.11.

     "Taxes" shall have the meaning provided in Section 4.04(a).

     "Term Loan Commitment" shall mean any Tranche C Term Loan Commitment.

     "Term Loan Commitment Termination Date" shall mean the Tranche C Term 
Loan Commitment Termination Date.

     "Term Loans" shall mean and include Tranche A Term Loans, Tranche B Term 
Loans and Tranche C Term Loans.

     "Test Period" shall mean each period of four consecutive fiscal quarters 
then last ended, in each case taken as one accounting period. Notwithstanding 
anything to the contrary contained above or in Section 13.07 or otherwise 
required by GAAP, in the case of any Test Period ending prior to the first 
anniversary of the Second Restatement Effective Date or the ASHS Acquisition 
Date, as the case may be, such period shall be a one-year period ending on 
the last day of the fiscal quarter last ended, with any calculations of (x) 
Consolidated Interest Expense (but not for purposes of determining 
Consolidated EBITDA) required in determining compliance with Section 9.10 to 
be made on a PRO FORMA basis in accordance with, and to the extent provided 
in, the immediately succeeding sentence and (y) Consolidated Fixed Charges 
(but not for purposes of determining Consolidated EBITDA) required in 
determining compliance with Section 9.08 to be made on a PRO FORMA basis in 

                                     -150-
<PAGE>

accordance with, and to the extent provided in, the second succeeding 
sentence. To the extent the respective Test Period (i) includes the fourth 
fiscal quarter of the fiscal year ended December 31, 1997, Consolidated 
Interest Expense for such fiscal quarter shall be deemed to be (I) 
$10,045,000 (in the event the ASHS Acquisition Date has not occurred at the 
time of the respective determination) or (II) $11,080,825 (in the event the 
ASHS Acquisition Date has occurred at the time of the respective 
determination), (ii) includes the first fiscal quarter of the fiscal year 
ended December 31, 1998, Consolidated Interest Expense for such fiscal 
quarter shall be deemed to be (I) $10,045,000 (in the event the ASHS 
Acquisition Date has not occurred at the time of the respective 
determination) or (II) $11,080,825 (in the event the ASHS Acquisition Date 
has occurred at the time of the respective determination), (iii) includes the 
second fiscal quarter of the fiscal year ended December 31, 1998, 
Consolidated Interest Expense for such fiscal quarter shall be deemed to be 
(I) $10,045,000 (in the event the ASHS Acquisition Date has not occurred at 
the time of the respective determination) or (II) $11,080,825 (in the event 
the ASHS Acquisition Date has occurred at the time of the respective 
determination), (iv) includes the third fiscal quarter of the fiscal year 
ended December 31, 1998, Consolidated Interest Expense shall be determined by 
(x) taking actual Consolidated Interest Expense determined in accordance with 
the definition thereof for any period beginning on, and ending after, the 
Second Restatement Effective Date or the ASHS Acquisition Date, as 
applicable, and (y) for each day of such fiscal quarter occurring prior to 
the Second Restatement Effective Date or the ASHS Acquisition Date, as 
applicable, using a per-day Consolidated Interest Expense of (I) $111,611.11 
(in the event the ASHS Acquisition Date has not occurred at the time of the 
respective determination) or (II) $123,120.28 (in the event the ASHS 
Acquisition Date has occurred at the time of the respective determination) 
and (v) includes the fourth fiscal quarter of the fiscal year ended December 
31, 1998, Consolidated Interest Expense shall be determined by (x) taking 
actual Consolidated Interest Expense determined in accordance with the 
definition thereof for any period beginning on, and ending after, the ASHS 
Acquisition Date and (y) in the event the ASHS Acquisition Date has occurred 
at the time of the respective determination, for each day of such fiscal 
quarter occurring prior to the ASHS Acquisition Date, using a per-day 
Consolidated Interest Expense of $11,509.17. To the extent the respective 
Test Period (i) includes the first fiscal quarter of the fiscal year ended 
December 31, 1998, the Consolidated Fixed Charges for such fiscal quarter 
shall be deemed to be (I) $35,151,000 (in the event the ASHS Acquisition Date 
has not occurred at the time of the respective determination) or (II) 
$36,936,825 (in the event the ASHS Acquisition Date has occurred at the time 
of the respective determination), (ii) includes the second fiscal quarter of 
the fiscal year ended December 31, 1998, the Consolidated Fixed Charges for 
such fiscal quarter shall be deemed to be (I) $30,741,000 (in the event the 
ASHS Acquisition Date has not occurred at the time of the respective 
determination) or (II) $32,526,825 (in the event the ASHS Acquisition Date 
has occurred at the time of the respective determination), (iii) includes the 
third fiscal quarter of the fiscal year ended December 31, 1998, the 
Consolidated Fixed Charges shall be determined by (x) taking actual 
Consolidated Fixed Charges determined in accordance with the definition 
thereof for any period beginning on, and ending after, the Second Restatement 

                                     -151-
<PAGE>

Effective Date or the ASHS Acquisition Date, as applicable, and (y) for each 
day of such fiscal quarter occurring prior to the Second Restatement 
Effective Date or the ASHS Acquisition Date, as applicable, using a per-day 
Consolidated Fixed Charge of (I) $339,922.22 (in the event the ASHS 
Acquisition Date has not occurred at the time of the respective 
determination) or (II) $359,764.72 (in the event the ASHS Acquisition Date 
has occurred at the time of the respective determination) and (iv) includes 
the fourth fiscal quarter of the fiscal year ended December 31, 1998, 
Consolidated Fixed Charges shall be determined by (x) taking actual 
Consolidated Fixed Charges determined in accordance with the definition 
thereof for any period beginning on, and ending after, the ASHS Acquisition 
Date and (y) in the event the ASHS Acquisition Date has occurred at the time 
of the respective determination, for each day of such fiscal quarter 
occurring prior to the ASHS Acquisition Date, using a per-day Consolidated 
Fixed Charge of $19,842.50.

     "Total Commitment" shall mean the sum of the Total Tranche C Term Loan 
Commitment and the Total Revolving Loan Commitment.

     "Total Leverage Ratio" shall mean on any date the ratio of (i) 
Consolidated Debt on such date to (ii) Consolidated EBITDA for the Test 
Period most recently ended on or prior to such date (determined after giving 
effect to the proviso to the definition of Consolidated EBITDA contained 
herein). All calculations of the Total Leverage Ratio shall be made on a PRO 
FORMA Basis, it being understood and agreed that, as provided in the 
definition of PRO FORMA Basis, the adjustments contained in clause (v) 
thereof shall not be taken into account in determining the Total Leverage 
Ratio.

     "Total Non-Consolidated Joint Venture Debt" shall mean, at any time, the 
sum of the Non-Consolidated Joint Venture Debt for all Non-Consolidated Joint 
Ventures at such time.

     "Total Non-Consolidated Joint Venture EBITDA" shall mean, for any 
period, the sum of the Non-Consolidated Joint Venture EBITDA for all 
Non-Consolidated Joint Ventures for such period.

     "Total Revolving Loan Commitment" shall mean the sum of the Revolving 
Loan Commitments of each of the Banks.

     "Total Tranche C Term Loan Commitment" shall mean the sum of the Tranche 
C Term Loan Commitments of each of the Banks.

     "Total Unutilized Revolving Loan Commitment" shall mean, at any time, 
(i) the Total Revolving Loan Commitment at such time LESS (ii) the sum of the 
aggregate principal amount of all Revolving Loans and Swingline Loans 
outstanding at such time plus the Letter of Credit Outstandings at such time.

                                     -152-
<PAGE>

     "Trade Letter of Credit" shall have the meaning set forth in Section 
2.01(a).

     "Tranche" shall mean the respective facility and commitments utilized in 
making Loans hereunder, with there being five separate Tranches, I.E., 
Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Revolving 
Loans and Swingline Loans.

     "Tranche A Term Loan Borrowing Amount" shall mean, with respect to each 
Bank, the amount set forth opposite such Bank's name in Schedule I directly 
below the column entitled "Existing Tranche A Term Loans".

     "Tranche A Term Loan Scheduled Repayment" shall have the meaning 
provided in Section 4.02(b)(i).

     "Tranche A Term Loans" shall have the meaning provided in Section 
1.01(a).

     "Tranche A Term Loan Maturity Date" shall mean December 18, 2003.

     "Tranche A Term Note" shall have the meaning provided in Section 
1.05(a)(i).

     "Tranche B Term Loan Borrowing Amount" shall mean, with respect to each 
Bank, the amount set forth opposite such Bank's name in Schedule I directly 
below the column entitled "Existing Tranche B Term Loans".

     "Tranche B Term Loan Scheduled Repayment" shall have the meaning 
provided in Section 4.02(b)(ii).

     "Tranche B Term Loan" shall have the meaning provided in Section 1.01(e).

     "Tranche B Term Loan Maturity Date" shall mean June 18, 2004.

     "Tranche B Term Note" shall have the meaning provided in Section 
1.05(a)(ii).

     "Tranche C Term Loan Scheduled Repayment" shall have the meaning 
provided in Section 4.02(b)(iii).

     "Tranche C Term Loan" shall have the meaning provided in Section 1.01(f).

                                     -153-
<PAGE>

     "Tranche C Term Loan Borrowing Date" shall mean (i) the Second 
Restatement Effective Date and (ii) each date after the Second Restatement 
Effective Date and on or prior to the Tranche C Term Loan Commitment 
Termination Date on which the Borrower incurs Tranche C Term Loans pursuant 
to Section 1.01(f)(i)(y) or (z).

     "Tranche C Term Loan Commitment" shall mean, with respect to each Bank, 
the amount set forth opposite such Bank's name in Schedule I directly below 
the column entitled "Tranche C Term Loan Commitment", as the same may be 
reduced or terminated pursuant to Sections 3.02, 3.03 and/or 10.

     "Tranche C Term Loan Commitment Termination Date" shall mean the earlier 
to occur of (i) the ASHS Acquisition Date and (ii) November 30, 1998.

     "Tranche C Term Loan Maturity Date" shall mean December 18, 2004.

     "Tranche C Term Note" shall have the meaning provided in Section 
1.05(a)(iii).

     "Transaction" shall mean, collectively, (i) the Revolver Refinancing, 
(ii) the amendment and restatement of the First Amended and Restated Credit 
Agreement in the form of this Agreement as provided herein, (iii) the ASHS 
Acquisition, (iv) the consummation of the ASHS Acquired Subsidiaries 
Refinancing, (v) the incurrence of all Loans hereunder on the Second 
Restatement Effective Date and (vi) the payment of fees and expenses in 
connection with the foregoing.

     "Type" shall mean any type of Loan determined with respect to the 
interest option applicable thereto, I.E., a Base Rate Loan or a Eurodollar 
Loan.

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

     "Unfunded Current Liability" of any Plan shall mean the amount, if any, 
by which the actuarial present value of the accumulated plan benefits under 
the Plan as of the close of its most recent plan year exceeds the fair market 
value of the assets allocable thereto, each determined in accordance with 
Statement of Financial Accounting Standards No. 87, based upon the actuarial 
assumptions used by the Plan's actuary in the most recent annual valuation of 
the Plan.

     "Unpaid Drawing" shall have the meaning provided in Section 2.04(a).

     "Unutilized Revolving Loan Commitment" with respect to any RL Bank at 
any time shall mean such RL Bank's Revolving Loan Commitment at such time 
LESS the sum 

                                     -154-
<PAGE>

of (i) the aggregate outstanding principal amount of all Revolving Loans made 
by such RL Bank and (ii) such RL Bank's Percentage of the Letter of Credit 
Outstandings at such time.

     "U.S. Dollars" and the sign "$" shall each mean freely transferable 
lawful money of the United States of America.

     "Voting Stock" shall mean, as to any Person, any class or classes of 
capital stock of such Person pursuant to which the holders thereof have the 
general voting power under ordinary circumstances to elect at least a 
majority of the Board of Directors of such Person.

     "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any 
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

     "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any 
corporation 100% of whose capital stock (other than director's qualifying 
shares and/or other nominal amounts of shares required to be held other than 
by such Person under applicable law) is at the time owned by such Person 
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any 
partnership, association, joint venture or other entity in which such Person 
and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity 
interest at such time.

     "Written" (whether lower or upper case) or "in writing" shall mean any 
form of written communication or a communication by means of telex, facsimile 
device, telegraph or cable.

     "Year 2000 Compliant" shall mean that all Information Systems and 
Equipment accurately process date data (including, but not limited to, 
calculating, comparing and sequencing), before, during and after the year 
2000, as well as same and multi-century dates, or between the years 1999 and 
2000, taking into account all leap years, including the fact that the year 
2000 is a leap year, and further, that when used in combination with, or 
interfacing with, other Information Systems and Equipment, shall accurately 
accept, release and exchange date data, and shall in all material respects 
continue to function in the same manner as it performs today and shall not 
otherwise impair the accuracy or functionality of Information Systems and 
Equipment.

                                     -155-
<PAGE>

     SECTION 12.  THE AGENTS.

     12.01 APPOINTMENT. Each Bank hereby irrevocably designates and appoints 
BTCo as Administrative Agent of such Bank (for purposes of this Section 12, 
the term "Administrative Agent" shall mean BTCo in its capacity as 
Administrative Agent hereunder and Collateral Agent pursuant to the Security 
Documents) and Salomon Brothers Holding Company Inc. as Syndication Agent to 
act as specified herein and in the other Credit Documents, and each such Bank 
hereby irrevocably authorizes the Administrative Agent and the Syndication 
Agent to take such action on its behalf under the provisions of this 
Agreement and the other Credit Documents and to exercise such powers and 
perform such duties as are expressly delegated to the Administrative Agent or 
the Syndication Agent by the terms of this Agreement and the other Credit 
Documents, together with such other powers as are reasonably incidental 
thereto. Each of the Administrative Agent and the Syndication Agent agrees to 
act as such upon the express conditions contained in this Section 12. 
Notwithstanding any provision to the contrary elsewhere in this Agreement or 
in any other Credit Document, the Administrative Agent and the Syndication 
Agent shall not have any duties or responsibilities, except those expressly 
set forth herein or in the other Credit Documents, or any fiduciary 
relationship with any Bank, and no implied covenants, functions, 
responsibilities, duties, obligations or liabilities shall be read into this 
Agreement or otherwise exist against the Administrative Agent or the 
Syndication Agent. The provisions of this Section 12 are solely for the 
benefit of the Administrative Agent, the Syndication Agent and the Banks, and 
neither the Borrower nor any of its Subsidiaries shall have any rights as a 
third party beneficiary of any of the provisions hereof. In performing its 
functions and duties under this Agreement, each of the Administrative Agent 
and the Syndication Agent shall act solely as agent of the Banks and does not 
assume and shall not be deemed to have assumed any obligation or relationship 
of agency or trust with or for the Borrower or any of its Subsidiaries.

     12.02 DELEGATION OF DUTIES. Each of the Administrative Agent and the 
Syndication Agent may execute any of its duties under this Agreement or any 
other Credit Document by or through agents or attorneys-in-fact and shall be 
entitled to advice of counsel concerning all matters pertaining to such 
duties. Neither the Administrative Agent nor the Syndication Agent shall be 
responsible for the negligence or misconduct of any agents or 
attorneys-in-fact selected by it with reasonable care.

     12.03 EXCULPATORY PROVISIONS. None of the Administrative Agent, the 
Syndication Agent or any of their respective officers, directors, employees, 
agents, attorneys-in-fact or affiliates shall be (i) liable for any action 
taken or omitted to be taken by it or such Person in its capacity as 
Administrative Agent or Syndication Agent, as the case may be, under or in 
connection with this Agreement or the other Credit Documents (except for its 
or such Person's own gross negligence or willful misconduct) or (ii) 
responsible in any manner to any of the Banks for any recitals, statements, 
representations or warranties made 

                                     -156-
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by the Borrower, any of its Subsidiaries or any of their respective officers 
contained in this Agreement or the other Credit Documents, any other Document 
or in any certificate, report, statement or other document referred to or 
provided for in, or received by the Administrative Agent or the Syndication 
Agent under or in connection with, this Agreement or any other Document or 
for any failure of the Borrower or any of its Subsidiaries or any of their 
respective officers to perform its obligations hereunder or thereunder. 
Neither the Administrative Agent nor the Syndication Agent shall be under any 
obligation to any Bank to ascertain or to inquire as to the observance or 
performance of any of the agreements contained in, or conditions of, this 
Agreement or the other Documents, or to inspect the properties, books or 
records of the Borrower or any of its Subsidiaries. Neither the 
Administrative Agent nor the Syndication Agent shall be responsible to any 
Bank for the effectiveness, genuineness, validity, enforceability, 
collectability or sufficiency of this Agreement or any other Document or for 
any representations, warranties, recitals or statements made herein or 
therein or made in any written or oral statement or in any financial or other 
statements, instruments, reports, certificates or any other documents in 
connection herewith or therewith furnished or made by the Administrative 
Agent or the Syndication Agent, as the case may be, to the Banks or by or on 
behalf of the Borrower or any of its Subsidiaries to the Administrative Agent 
or the Syndication Agent, as the case may be, or any Bank or be required to 
ascertain or inquire as to the performance or observance of any of the terms, 
conditions, provisions, covenants or agreements contained herein or therein 
or as to the use of the proceeds of the Loans or of the existence or possible 
existence of any Default or Event of Default.

     12.04 RELIANCE BY AGENTS. The Administrative Agent and the Syndication 
Agent shall be entitled to rely, and shall be fully protected in relying, 
upon any note, writing, resolution, notice, consent, certificate, affidavit, 
letter, cablegram, telegram, facsimile, telex or teletype message, statement, 
order or other document or conversation reasonably believed by it to be 
genuine and correct and to have been signed, sent or made by the proper 
Person or Persons and upon advice and statements of legal counsel (including, 
without limitation, counsel to the Borrower or any of its Subsidiaries), 
independent accountants and other experts selected by the Administrative 
Agent or the Syndication Agent, as the case may be. The Administrative Agent 
and the Syndication Agent shall be fully justified in failing or refusing to 
take any action under this Agreement or any other Credit Document unless it 
shall first receive such advice or concurrence of the Required Banks as it 
deems appropriate or it shall first be indemnified to its satisfaction by the 
Banks against any and all liability and expense which may be incurred by it 
by reason of taking or continuing to take any such action. The Administrative 
Agent and the Syndication Agent shall in all cases be fully protected in 
acting, or in refraining from acting, under this Agreement and the other 
Credit Documents in accordance with a request of the Required Banks, and such 
request and any action taken or failure to act pursuant thereto shall be 
binding upon all the Banks.

     12.05 NOTICE OF DEFAULT. Neither the Administrative Agent nor the 

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Syndication Agent shall be deemed to have knowledge or notice of the 
occurrence of any Default or Event of Default unless the Administrative Agent 
or the Syndication Agent, as the case may be, has actually received notice 
from a Bank or the Borrower referring to this Agreement, describing such 
Default or Event of Default and stating that such notice is a "notice of 
default". In the event that the Administrative Agent or the Syndication Agent 
receives such a notice, the Administrative Agent or the Syndication Agent, as 
the case may be, shall give prompt notice thereof to the Banks. The 
Administrative Agent or the Syndication Agent, as the case may be, shall take 
such action with respect to such Default or Event of Default as shall be 
reasonably directed by the Required Banks; PROVIDED that, unless and until 
the Administrative Agent or the Syndication Agent, as the case may be, shall 
have received such directions, the Administrative Agent or the Syndication 
Agent, as the case may be, 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 interests of the 
Banks.

     12.06 NONRELIANCE ON AGENTS AND OTHER BANKS. Each Bank expressly 
acknowledges that none of the Administrative Agent, the Syndication Agent or 
any of their respective officers, directors, employees, agents, 
attorneys-in-fact or affiliates has made any representations or warranties to 
it and that no act by the Administrative Agent or the Syndication Agent 
hereinafter taken, including any review of the affairs of the Borrower or any 
of its Subsidiaries, shall be deemed to constitute any representation or 
warranty by the Administrative Agent or the Syndication Agent to any Bank. 
Each Bank represents to the Administrative Agent and the Syndication Agent 
that it has, independently and without reliance upon the Administrative 
Agent, the Syndication Agent or any other Bank, and based on such documents 
and information as it has deemed appropriate, made its own appraisal of and 
investigation into the business, assets, operations, property, financial and 
other condition, prospects and creditworthiness of the Borrower or its 
Subsidiaries and made its own decision to make its Loans hereunder and enter 
into this Agreement. Each Bank also represents that it will, independently 
and without reliance upon the Administrative Agent, the Syndication Agent or 
any other Bank, and based on such documents and information as it shall deem 
appropriate at the time, continue to make its own credit analysis, appraisals 
and decisions in taking or not taking action under this Agreement, and to 
make such investigation as it deems necessary to inform itself as to the 
business, assets, operations, property, financial and other condition, 
prospects and creditworthiness of the Borrower or its Subsidiaries. Neither 
the Administrative Agent nor the Syndication Agent shall have any duty or 
responsibility to provide any Bank with any credit or other information 
concerning the business, operations, assets, property, financial and other 
condition, prospects or creditworthiness of the Borrower or its Subsidiaries 
which may come into the possession of the Administrative Agent, the 
Syndication Agent or any of their respective officers, directors, employees, 
agents, attorneys-in-fact or affiliates.

     12.07 INDEMNIFICATION. The Banks agree to indemnify each of the 

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<PAGE>

Administrative Agent and the Syndication Agent in their respective capacities
as such ratably according to their respective "percentages" as used in
determining the Required Banks at such time or, if the Commitments have
terminated and all Loans have been repaid in full, as determined immediately
prior to such termination and repayment (with such "percentages" to be
determined as if there are no Defaulting Banks), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, reasonable expenses or disbursements of any kind whatsoever
which may at any time (including, without limitation, at any time following
the payment of the Obligations) be imposed on, incurred by or asserted
against the Administrative Agent or the Syndication Agent in their respective
capacities as such in any way relating to or arising out of this Agreement or
any other Credit Document, or any documents contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted
to be taken by the Administrative Agent or the Syndication Agent under or in
connection with any of the foregoing, but only to the extent that any of the
foregoing is not paid by the Borrower or any of its Subsidiaries; PROVIDED
that no Bank shall be liable to the Administrative Agent or the Syndication
Agent for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting primarily from the gross negligence or willful
misconduct of the Administrative Agent or the Syndication Agent. If any
indemnity furnished to the Administrative Agent or the Syndication Agent for
any purpose shall, in the opinion of the Administrative Agent or the
Syndication Agent, be insufficient or become impaired, the Administrative
Agent or the Syndication Agent, as the case may be, may call for additional
indemnity and cease, or not commence, to do the acts indemnified against
until such additional indemnity is furnished. The agreements in this Section
12.07 shall survive the payment of all Obligations.

                  12.08 AGENTS IN THEIR INDIVIDUAL CAPACITIES. Each of the
Administrative Agent and the Syndication Agent and their respective
affiliates may make loans to, accept deposits from and generally engage in
any kind of business with the Borrower and its Subsidiaries as though the
Administrative Agent or the Syndication Agent, as the case may be, were not
the Administrative Agent or the Syndication Agent, as the case may be,
hereunder. With respect to the Loans made by it and all Obligations owing to
it, each of the Administrative Agent and the Syndication Agent shall have the
same rights and powers under this Agreement as any Bank and may exercise the
same as though it were not the Administrative Agent or the Syndication Agent,
as the case may be, and the terms "Bank" and "Banks" shall include the
Administrative Agent and the Syndication Agent in their individual capacities.

                  12.09 HOLDERS. The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment, transfer or endorsement thereof, as
the case may be, shall have been filed with the Administrative Agent. Any
request, authority or consent of any Person or entity who, at the time of
making such request or giving such authority or consent, is the holder of any

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Note shall be conclusive and binding on any subsequent holder, transferee,
assignee or indorsee, as the case may be, of such Note or of any Note or
Notes issued in exchange therefor.

                  12.10  RESIGNATION OF THE AGENTS.  (a)  The Administrative
Agent may resign from the performance of all its functions and duties
hereunder and/or under the other Credit Documents at any time by giving 30
Business Days' prior written notice to the Borrower and the Banks.  Such
resignation shall take effect upon the appointment of a successor
Administrative Agent pursuant to clauses (b) and (c) below or as otherwise
provided below.

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

                  (c) If a successor Administrative Agent shall not have been
so appointed within such 30 Business Day period, the Administrative Agent,
with the consent of the Borrower (which consent shall not be unreasonably
withheld or delayed), shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder or thereunder until such time,
if any, as the Required Banks appoint a successor Administrative Agent as
provided above.

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 30th Business Day after the date
such notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Required
Banks shall thereafter perform all the duties of the Administrative Agent
hereunder and/or under any other Credit Document until such time, if any, as
the Banks appoint a successor Administrative Agent as provided above.

                  (e) The Syndication Agent may resign from the performance
of all its functions and duties hereunder and/or under the other Credit
Documents at any time by giving five Business Days' prior written notice to
the Banks. Such resignation shall take effect at the end of such five
Business Day period. Upon the effectiveness of the resignation of the
Syndication Agent, the Administrative Agent shall assume all of the functions
and duties of the Syndication Agent hereunder and/or under the other Credit
Documents.

                  SECTION 13.  MISCELLANEOUS.

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<PAGE>

                  13.01 PAYMENT OF EXPENSES, ETC. The Borrower agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Agents (including, without
limitation, the reasonable fees and disbursements of White & Case and local
counsel) in connection with the negotiation, preparation, execution and
delivery of the Credit Documents and the documents and instruments referred
to therein and any amendment, waiver or consent relating thereto and in
connection with the Agents' syndication efforts with respect to this
Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each
Agent, each Letter of Credit Issuer and each of the Banks in connection with
the enforcement of the Credit Documents and the documents and instruments
referred to therein and, after an Event of Default shall have occurred and be
continuing, the protection of the rights of each Agent, each Letter of Credit
Issuer and each of the Banks thereunder (including, without limitation, the
reasonable fees and disbursements of counsel (including in-house counsel) for
each Agent, for each Letter of Credit Issuer and for each of the Banks);
(iii) pay and hold each of the Banks harmless from and against any and all
present and future stamp and other similar taxes with respect to the
foregoing matters and save each of the Banks harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to such Bank) to pay such taxes; and
(iv) indemnify each Agent, the Collateral Agent, each Letter of Credit Issuer
and each Bank, their respective officers, directors, employees,
representatives, trustees and agents from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses incurred
by any of them as a result of, or arising out of, or in any way related to,
or by reason of, (a) any investigation, litigation or other proceeding
(whether or not any Agent, the Collateral Agent, any Letter of Credit Issuer
or any Bank is a party thereto and whether or not any such investigation,
litigation or other proceeding is between or among any Agent, the Collateral
Agent, any Letter of Credit Issuer, any Bank, any Credit Party or any third
Person or otherwise) related to the entering into and/or performance of this
Agreement or any other Document or the use of the proceeds of any Loans
hereunder or the Original Transaction, the MTI Transaction or the Transaction
or the consummation of any other transactions contemplated in any Document
(but excluding any such losses, liabilities, claims, damages or expenses to
the extent incurred by reason of the gross negligence or willful misconduct
of the Person to be indemnified), or (b) the actual or alleged presence of
Hazardous Materials in the air, surface water or groundwater or on the
surface or subsurface of any Real Property or any Environmental Claim, in
each case, including, without limitation, the reasonable fees and
disbursements of counsel and independent consultants incurred in connection
with any such investigation, litigation or other proceeding.

                  13.02 RIGHT OF SETOFF. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Agent, each Letter of Credit Issuer and each Bank is hereby authorized at any
time or from time to time, without presentment, demand, protest

                                    -161-
<PAGE>

or other notice of any kind to the Borrower or any of its Subsidiaries or to
any other Person, any such notice being hereby expressly waived, to set off
and to appropriate and apply any and all deposits (general or special) and
any other Indebtedness at any time held or owing by such Agent, such Letter
of Credit Issuer or such Bank (including, without limitation, by branches and
agencies of such Agent, such Letter of Credit Issuer and such Bank wherever
located) to or for the credit or the account of the Borrower or any of its
Subsidiaries against and on account of the Obligations of the Borrower or any
of its Subsidiaries to such Agent, such Letter of Credit Issuer or such Bank
under this Agreement or under any of the other Credit Documents, including,
without limitation, all interests in Obligations of the Borrower or any of
its Subsidiaries purchased by such Bank pursuant to Section 13.06(b), and all
other claims of any nature or description arising out of or connected with
this Agreement or any other Credit Document, irrespective of whether or not
such Agent, such Letter of Credit Issuer or such Bank shall have made any
demand hereunder and although said Obligations shall be contingent or
unmatured.

                  13.03 NOTICES. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be
in writing (including telegraphic, telex, facsimile or cable communication)
and mailed, telegraphed, telexed, telecopied, cabled or delivered, if to any
Credit Party, at the address specified opposite its signature below or in the
other relevant Credit Documents, as the case may be; if to any Bank, at its
address specified for such Bank on Schedule II; or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be mailed, telegraphed,
telexed, telecopied or cabled or sent by overnight courier, and shall be
effective when received.

                  13.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; PROVIDED, HOWEVER, the Borrower
may not assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written
consent of the Banks and, PROVIDED FURTHER, that, although any Bank may grant
participations in its rights hereunder, such Bank shall remain a "Bank" for
all purposes hereunder (and may not transfer or assign all or any portion of
its Commitments or Loans hereunder except as provided in Section 13.04(b))
and the participant shall not constitute a "Bank" hereunder and, PROVIDED
FURTHER, that no Bank shall transfer or grant any participation under which
the participant shall have rights to approve any amendment to or waiver of
this Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the final scheduled maturity of any
Loan, Note or Letter of Credit (unless such Letter of Credit is not extended
beyond the Revolving Loan Maturity Date) in which such participant is
participating, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant's participation over the
amount thereof then in effect (it being

                                    -162-
<PAGE>

understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment or of a mandatory repayment of Loans shall
not constitute a change in the terms of such participation, that an increase
in any Commitment or Loan shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof and that any amendment or modification to the financial definitions
in this Agreement shall not constitute a reduction in any rate of interest or
fees for purposes of this clause (i)), (ii) consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement or (iii) release all or substantially all of the Collateral under
all of the Security Documents (except as expressly provided in the Security
Documents) supporting the Loans hereunder in which such participant is
participating. In the case of any such participation, the participant shall
not have any rights under this Agreement or any of the other Credit Documents
(the participant's rights against such Bank in respect of such participation
to be those set forth in the agreement executed by such Bank in favor of the
participant relating thereto) and all amounts payable by the Borrower
hereunder shall be determined as if such Bank had not sold such participation.

                  (b) Notwithstanding the foregoing, any Bank (or any Bank
together with one or more other Banks) may (x) assign all or a portion of its
Revolving Loan Commitment (and related outstanding Obligations hereunder)
and/or its outstanding Term Loans (or, if prior to the termination of the
Total Tranche C Term Loan Commitment, Tranche C Term Loan Commitments) to (i)
its parent company and/or any affiliate of such Bank which is at least 50%
owned by such Bank or its parent company or to one or more Banks or (ii) in
the case of any Bank that is a fund that invests in bank loans, any other
fund that invests in bank loans and is managed by the same investment advisor
of such Bank or by an Affiliate of such investment advisor or (y) assign all,
or if less than all, a portion equal to at least $5,000,000 in the aggregate
for the assigning Bank or assigning Banks, of such Revolving Loan Commitments
(and related outstanding Obligations hereunder) and outstanding principal
amount of Term Loans (or, if prior to the termination of the Total Tranche C
Term Loan Commitment, Tranche C Term Loan Commitments) to one or more
Eligible Transferees (treating (x) any fund that invests in bank loans and
(y) any other fund that invests in bank loans and is managed by the same
investment advisor as such fund or by an Affiliate of such investment
advisor, as a single Eligible Transferee), each of which assignees shall
become a party to this Agreement as a Bank by execution of an Assignment and
Assumption Agreement, PROVIDED that (i) at such time Schedule I shall be
deemed modified to reflect the Commitments and/or outstanding Term Loans, as
the case may be, of such new Bank and of the existing Banks, (ii) upon
surrender of the old Notes (or the furnishing of a standard indemnity letter
from the respective assigning Bank in respect of any lost Notes), new Notes
will be issued, at the Borrower's expense, to such new Bank and to the
assigning Bank, such new Notes to be in conformity with the requirements of
Section 1.05 (with appropriate modifications) to the extent needed to reflect
the revised Commitments and/or outstanding Term Loans, as the case may be,
(iii) the consent of the Administrative Agent and, so long as no Default or
Event of Default is then in existence, the Borrower shall be required in

                                    -163-
<PAGE>

connection with any assignment to an Eligible Transferee pursuant to clause
(y) of this Section 13.04(b) (which consent, in each case, shall not be
unreasonably withheld or delayed), (iv) the consent of each Letter of Credit
Issuer shall be required in connection with any assignment of Revolving Loan
Commitments pursuant to clause (y) of this Section 13.04(b) (which consent
shall not be unreasonably withheld or delayed) and (v) the Administrative
Agent shall receive at the time of each assignment, from the assigning or
assignee Bank, the payment of a non-refundable assignment fee of $3,500 and,
provided further, that such transfer or assignment will not be effective
until recorded by the Administrative Agent on the Register pursuant to
Section 13.17. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Bank shall be relieved of its obligations hereunder
with respect to its assigned Commitments and/or outstanding Term Loans. At
the time of each assignment pursuant to this Section 13.04(b) to a Person
which is not already a Bank hereunder and which is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Bank shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue
Service Forms (and, if applicable a Section 4.04(b)(ii) Certificate)
described in Section 4.04(b). To the extent that an assignment of all or any
portion of a Bank's Commitment and outstanding Obligations pursuant to
Section 1.13 or this Section 13.04(b) would, due to circumstances existing at
the time of such assignment, result in increased costs under Section 1.10,
1.11, 2.05 or 4.04 from those being charged by the respective assigning Bank
prior to such assignment, then the Borrower shall not be obligated to pay
such increased costs (although the Borrower shall be obligated to pay any
other increased costs of the type described above resulting from changes
after the date of the respective assignment). Notwithstanding anything to the
contrary contained above, at any time after the termination of the Total
Revolving Loan Commitment, if any Revolving Loans or Letters of Credit remain
outstanding, assignments may be made as provided above, except that the
respective assignment shall be of a portion of the outstanding Revolving
Loans of the respective RL Bank and its participation in Letters of Credit
and its obligation to make Mandatory Borrowings, although any such assignment
effected after the termination of the Total Revolving Loan Commitment shall
not release the assigning RL Bank from its obligations as a Participant with
respect to outstanding Letters of Credit or to fund its share of any
Mandatory Borrowing (although the respective assignee may agree, as between
itself and the respective assigning RL Bank, that it shall be responsible for
such amounts).

                  (c) Nothing in this Agreement shall prevent or prohibit any
Bank or BTCo from pledging its Loans and Notes hereunder to a Federal Reserve
Bank in support of borrowings made by such Bank from such Federal Reserve
Bank and, with the consent of the Administrative Agent, any Bank which is a
fund may pledge all or any portion of its Notes or Loans to its trustee in
support of its obligations to its trustee. No pledge pursuant to this clause
(c) shall release the transferor Bank from any of its obligations hereunder.

                  13.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of

                                    -164-
<PAGE>

any Agent or any Bank in exercising any right, power or privilege hereunder
or under any other Credit Document and no course of dealing between any
Credit Party and any Agent or any Bank 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 herein expressly provided
are cumulative and not exclusive of any rights or remedies which any Agent or
any Bank would otherwise have. No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights
of the Agents or the Banks to any other or further action in any
circumstances without notice or demand.

                  13.06 PAYMENTS PRO RATA. (a) The Administrative Agent
agrees that promptly after its receipt of each payment from or on behalf of
any Credit Party in respect of any Obligations of such Credit Party, it
shall, except as otherwise provided in this Agreement, distribute such
payment to the Banks (other than any Bank that has consented in writing to
waive its PRO RATA share of such payment) PRO RATA based upon their
respective shares, if any, of the Obligations with respect to which such
payment was received.

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

                  13.07 CALCULATIONS; COMPUTATIONS. (a) The financial
statements to be furnished to the Banks pursuant hereto shall be made and
prepared in accordance with GAAP consistently applied throughout the periods
involved (except as set forth in the notes thereto or as otherwise disclosed
in writing by the Borrower to the Banks); PROVIDED that except as otherwise
specifically provided herein, all computations determining compliance with
Sections 4.02, 8.14 and 9, including definitions used therein shall, in each
case, utilize accounting principles and policies in effect at the time of the
preparation of, and in conformity with those used to prepare, the December
31, 1997 financial statements of the Borrower delivered

                                    -165-
<PAGE>

to the Banks pursuant to Section 7.10(b); PROVIDED FURTHER, that (i) to the
extent expressly required pursuant to the provisions of this Agreement,
certain calculations shall be made on a PRO FORMA Basis, (ii) to the extent
compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include
periods occurring prior to the Original Effective Date, the First Restatement
Effective Date or the Second Restatement Effective Date, such calculation
shall be adjusted on a PRO FORMA Basis to give effect to the Original
Transaction, the MTI Transaction or the Transaction (other than the ASHS
Acquisition and the ASHS Acquired Subsidiaries Refinancing), as the case may
be, as if same had occurred on the first day of the respective period and
(iii) in the case of any determinations of Consolidated Interest Expense and
Consolidated Fixed Charges for any portion of any Test Period which ends
prior to the Second Restatement Effective Date or the ASHS Acquisition Date,
all computations determining compliance with Sections 9.08 and 9.10 shall be
calculated in accordance with the definition of Test Period contained herein.

                  (b) All computations of interest and Fees hereunder shall
be made on the actual number of days elapsed over a year of 360 days.

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH
AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Agreement or any other Credit Document may be
brought in the courts of the State of New York or of the United States for
the Southern District of New York, and, by execution and delivery of this
Agreement, the Borrower hereby irrevocably accepts for itself and in respect
of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The Borrower hereby irrevocably designates, appoints and
empowers CT Corporation System, with offices on the date hereof at 1633
Broadway, New York, New York 10019 as its designee, appointee and agent to
receive, accept and acknowledge for and on its behalf, and in respect of its
property, service of any and all legal process, summons, notices and
documents which may be served in any such action or proceeding. If for any
reason such designee, appointee and agent shall cease to be available to act
as such, the Borrower agrees to designate a new designee, appointee and agent
in New York City on the terms and for the purposes of this provision
satisfactory to the Administrative Agent under this Agreement. The Borrower
hereby further irrevocably waives any claim that any such courts lack
jurisdiction over the Borrower, and agrees not to plead or claim, in any
legal action or proceeding with respect to this Agreement or any other Credit
Document brought in any of the aforesaid courts, that any such court lacks
jurisdiction over the Borrower. The Borrower further irrevocably consents to
the service of process in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the
Borrower, at its address for notices pursuant to Section 13.03, such service

                                    -166-
<PAGE>

to become effective 30 days after such mailing. The Borrower hereby
irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or
proceeding commenced hereunder or under any other Credit Document that
service of process was in any way invalid or ineffective. Nothing herein
shall affect the right of any Agent, any Bank or the holder of any Note to
serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against any Credit Party in any other
jurisdiction.

                  (b) The Borrower 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
Agreement or any other Credit Document brought in the courts referred to in
clause (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.

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

                  13.10 EFFECTIVENESS. This Agreement shall become effective
on the date (the "Second Restatement Effective Date") on which (i) each of
the Borrower, each New Bank, each Bank with a Tranche C Term Loan Commitment,
each Existing Tranche B Term Loan Bank, the Required Banks (determined
immediately before the occurrence of the Second Restatement Effective Date
and without giving effect thereto), the Administrative Agent and the
Syndication Agent shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same (including by way
of facsimile transmission) to the Administrative Agent and (ii) the
conditions contained in Sections 5 and 6 are met to the satisfaction of the
Agents and the Required Banks (determined immediately after the occurrence of
the Second Restatement Effective Date). Unless the Administrative Agent has
received actual notice from any Bank that the conditions contained in
Sections 5 and 6 have not been met to its satisfaction, upon the satisfaction
of the condition described in clause (i) of the immediately preceding
sentence and upon the Administrative Agent's good faith determination that
the conditions described in clause (ii) of the immediately preceding sentence
have been met, then the Second Restatement Effective Date shall have been
deemed to have occurred, regardless of any subsequent determination that one
or more of the conditions thereto had not been met (although the occurrence
of the Second Restatement Effective Date shall not release the Borrower from
any liability for failure to satisfy one or more of the applicable conditions
contained in Section 5 or 6). The Administrative Agent will give the Borrower
and each Bank prompt written notice of the occurrence of the Second
Restatement Effective Date.

                                    -167-
<PAGE>

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

                  13.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement
nor any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party
thereto and the Required Banks, PROVIDED that no such change, waiver,
discharge or termination shall, without the consent of each Bank (other than
a Defaulting Bank) (with Obligations being directly affected thereby in the
case of the following clause (i)), (i) extend the final scheduled maturity of
any Loan or Note or extend the stated maturity of any Letter of Credit beyond
the Revolving Loan Maturity Date, or reduce the rate or extend the time of
payment of interest or Fees thereon, or reduce the principal amount thereof
(it being understood that any amendment or modification to the financial
definitions in this Agreement shall not constitute a reduction in any rate of
interest or fees for purposes of this clause (i)), (ii) release all or
substantially all of the Collateral (except as expressly provided in the
Security Documents) under all the Security Documents, (iii) amend, modify or
waive any provision of this Section 13.12, (iv) reduce the percentage
specified in the definition of Required Banks (it being understood that, with
the consent of the Required Banks, additional extensions of credit pursuant
to this Agreement may be included in the determination of the Required Banks
on substantially the same basis as the extensions of Term Loans and Revolving
Loan Commitments are included on the Effective Date) or (v) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement; PROVIDED FURTHER, that no such change, waiver,
discharge or termination shall (v) increase the Commitments of any Bank over
the amount thereof then in effect without the consent of such Bank (it being
understood that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default or of a mandatory reduction in the Total
Commitment shall not constitute an increase of the Commitment of any Bank,
and that an increase in the available portion of any Commitment of any Bank
shall not constitute an increase in the Commitment of such Bank), (w) without
the consent of each Letter of Issuer, amend, modify or waive any provision of
Section 2 or alter its rights or obligations with respect to Letters of
Credit, (x) without the consent of BTCo, alter its rights or obligations with
respect to Swingline Loans, (y) without the consent of the Agent, amend,
modify or waive any provision of Section 12 as same applies to the Agent or
any other provision as same relates to the rights or obligations of the Agent
and (z) without the consent of the Collateral Agent, amend, modify or waive
any provision relating to the rights or obligations of the Collateral Agent.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination of or to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Banks is obtained but the
consent of one or more of such other Banks whose consent is

                                    -168-
<PAGE>

required is not obtained, then the Borrower shall have the right, so long as
all non-consenting Banks whose individual consent is required are treated as
described in either clause (A) or (B) below, to either (A) replace each such
non-consenting Bank or Banks (or, at the option of the Borrower if the
respective Bank's consent is required with respect to less than all Tranches
of Loans (or related Commitments), to replace only the Revolving Loan
Commitments and/or Loans of the respective non-consenting Bank which gave
rise to the need to obtain such Bank's individual consent) with one or more
Replacement Banks pursuant to Section 1.13 so long as at the time of such
replacement, each such Replacement Bank consents to the proposed change,
waiver, discharge or termination or (B) terminate such non-consenting Bank's
Revolving Loan Commitment (if such Bank's consent is required as a result of
its Revolving Loan Commitment), Term Loan Commitment (if prior to the Term
Loan Commitment Termination Date and if such Bank's consent is required as a
result of its Term Loan Commitment) and/or repay each Tranche of outstanding
Loans of such Bank which gave rise to the need to obtain such Bank's consent
and/or cash collateralize its applicable Adjusted RL Percentage of the Letter
of Credit of Outstandings, in accordance with Sections 3.02(b) and/or
4.01(b), PROVIDED that, unless the Commitments which are terminated and Loans
which are repaid pursuant to preceding clause (B) are immediately replaced in
full at such time through the addition of new Banks or the increase of the
Commitments and/or outstanding Loans of existing Banks (who in each case must
specifically consent thereto), then in the case of any action pursuant to
preceding clause (B), the Required Banks (determined after giving effect to
the proposed action) shall specifically consent thereto, PROVIDED FURTHER,
that the Borrower shall not have the right to replace a Bank, terminate its
Revolving Loan Commitment or Term Loan Commitment or repay its Loans solely
as a result of the exercise of such Bank's rights (and the withholding of any
required consent by such Bank) pursuant to the second proviso to Section
13.12(a).

                  13.13 SURVIVAL. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.05, 4.04, 12.07 and 13.01,
shall, subject to the provisions of Section 13.18 (to the extent applicable),
survive the execution and delivery of this Agreement and the making and
repayment of the Loans.

                  13.14  DOMICILE OF LOANS AND COMMITMENTS.  Each Bank may
transfer and carry its Loans and/or Commitments at, to or for the account of
any branch office, subsidiary or affiliate of such Bank; PROVIDED, that the
Borrower shall not be responsible for costs arising under Section 1.10, 1.11,
2.05 or 4.04 resulting from any such transfer (other than a transfer pursuant
to Section 1.12) to the extent such costs would not otherwise be applicable
to such Bank in the absence of such transfer.

                  13.15 CONFIDENTIALITY. (a) Each of the Banks agrees that it
will use its reasonable efforts not to disclose without the prior consent of the
Borrower (other than to its directors, employees, auditors, counsel or other
professional advisors, to affiliates or to another Bank if the Bank or such
Bank's holding or parent company in its sole discretion

                                    -169-
<PAGE>

determines that any such party should have access to such information) any
information with respect to the Borrower or any of its Subsidiaries which is
furnished pursuant to this Agreement; PROVIDED that any Bank may disclose any
such information (a) as has become generally available to the public, (b) as
may be required or appropriate (x) in any report, statement or testimony
submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over such Bank or to the Federal Reserve Board
or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors or (y) in
connection with any request or requirement of any such regulatory body, (c)
as may be required or appropriate in response to any summons or subpoena or
in connection with any litigation, (d) to comply with any law, order,
regulation or ruling applicable to such Bank, and (e) to any prospective
transferee in connection with any contemplated transfer of any of the Notes
or any interest therein by such Bank; PROVIDED that such prospective
transferee agrees to be bound by this Section 13.15 to the same extent as
such Bank.

                  (b) The Borrower hereby acknowledges and agrees that each
Bank may share with any of its affiliates any information related to the
Borrower or any of its Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of the Borrower
and its Subsidiaries), PROVIDED that such Persons shall be subject to the
provisions of this Section 13.15 to the same extent as such Bank.

                  13.16  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.

                  13.17 REGISTER. The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for purposes of
this Section 13.17, to maintain a register (the "Register") on which it will
record the Commitments from time to time of each of the Banks, the Loans made
by each of the Banks and each repayment in respect of the principal amount of
the Loans of each Bank. Failure to make any such recordation, or any error in
such recordation shall not affect the Borrower's obligations in respect of
such Loans. With respect to any Bank, the transfer of any Commitment of such
Bank and the rights to the principal of, and interest on, any Loan shall not
be effective until such transfer is recorded on the Register maintained by
the Administrative Agent with respect to ownership of such Commitment and
Loans and prior to such recordation all amounts owing to the transferor with
respect to such Commitment and Loans shall remain owing to the transferor.
The registration of assignment or transfer of all or part of any Commitment
and Loans shall be recorded by the Administrative Agent on the Register only
upon the acceptance by the Administrative Agent of a properly executed and
delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).
Coincident with the delivery of

                                    -170-
<PAGE>

such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a
Commitment and/or Loan, or as soon thereafter as practicable, the assigning
or transferor Bank shall surrender the Note evidencing such Commitment and/or
Loan, and thereupon one or more new Notes in the same aggregate principal
amount shall be issued to the assigning or transferor Bank and/or the new
Bank. The Borrower agrees to indemnify the Administrative Agent from and
against any and all losses, claims, damages and liabilities of whatsoever
nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 13.17.

                  13.18 LIMITATION ON ADDITIONAL AMOUNTS, ETC.
Notwithstanding anything to the contrary contained in Section 1.10, 1.11,
2.05 or 4.04 of this Agreement, unless a Bank gives notice to the Borrower
that it is obligated to pay an amount under such Section within six months
after the later of (x) the date the Bank incurs the respective increased
costs, Taxes, loss, expense or liability, reduction in amounts received or
receivable or reduction in return on capital or (y) the date such Bank has
actual knowledge of its incurrence of the respective increased costs, Taxes,
loss, expense or liability, reductions in amounts received or receivable or
reduction in return on capital, then such Bank shall only be entitled to be
compensated for such amount by the Borrower pursuant to said Section 1.10,
1.11, 2.05 or 4.04, as the case may be, to the extent of the costs, Taxes,
loss, expense or liability, reduction in amounts received or receivable or
reduction in return on capital that are incurred or suffered on or after the
date which occurs six months prior to such Bank giving notice to the Borrower
that it is obligated to pay the respective amounts pursuant to said Section
1.10, 1.11, 2.05 or 4.04, as the case may be. This Section 13.18 shall have
no applicability to any Section of this Agreement other than said Sections
1.10, 1.11, 2.05 and 4.04.

                  13.19 POST-CLOSING ACTIONS. Notwithstanding anything to the
contrary contained in this Agreement or the other Credit Documents, the parties
hereto acknowledge and agree that:

                  (a) SECURITY DOCUMENT FILINGS. Form UCC-1 financing statements
         delivered by the Borrower to the Collateral Agent on the ASHS
         Acquisition Date shall be filed in the appropriate governmental office
         within 10 days following the ASHS Acquisition Date.

                  (b) UCC-3 TERMINATION STATEMENTS. (i) Within 60 days
         following the Second Restatement Effective Date (or such later date
         as shall have been determined by the Administrative Agent in its
         sole discretion), the Administrative Agent shall have received Form
         UCC-3 termination statements in respect of the Liens listed on Part
         B of Schedule IX hereto and same shall be filed in the appropriate
         governmental office within 75 days following the Second Restatement
         Effective Date (or such later date 

                                    -171-
<PAGE>

         as shall have been determined by the Administrative Agent in its sole 
         discretion).

                           (ii) Within 30 days following the ASHS Acquisition
         Date (or such later date as shall have been determined by the
         Administrative Agent in its sole discretion), the Administrative
         Agent shall have received Form UCC-3 termination statements in
         respect of the Liens listed on Part C of Schedule IX (as amended on
         the ASHS Acquisition Date) and same shall be filed in the
         appropriate governmental office within 45 days following the ASHS
         Acquisition Date (or such later date as shall have been determined
         by the Administrative Agent in its sole discretion).

                  All provisions of this Credit Agreement and the other
Credit Documents (including, without limitation, all conditions precedent,
representations, warranties, covenants, events of default and other
agreements herein and therein) shall be deemed modified to the extent
necessary to effect the foregoing (and to permit the taking of the actions
described above within the time periods, required above, rather than as
otherwise provided in the Credit Documents); PROVIDED that (x) to the extent
any representation and warranty would not be true because the foregoing
actions were not taken on the Second Restatement Effective Date or the ASHS
Acquisition Date, as the case may be, the respective representation and
warranty shall be required to be true and correct in all material respects at
the time the respective action is taken (or was required to be taken) in
accordance with the foregoing provisions of this Section 13.19 and (y) all
representations and warranties relating to the Collateral Documents shall be
required to be true immediately after the actions required to be taken by
Section 13.19 have been taken (or were required to be taken). The acceptance
of the benefits of the Loans shall constitute a representation, warranty and
covenant by the Borrower to each of the Banks that the actions required
pursuant to this Section 13.19 will be, or have been, taken within the
relevant time periods referred to in this Section 13.19 and that, at such
time, all representations and warranties contained in this Credit Agreement
and the other Credit Documents shall then be true and correct without any
modification pursuant to this Section 13.19. The parties hereto acknowledge
and agree that the failure to take any of the actions required above, within
the relevant time periods required above, shall give rise to an immediate
Event of Default pursuant to this Agreement.

                  13.20 ADDITIONS OF NEW BANKS. On and as of the occurrence
of the Second Restatement Effective Date in accordance with Section 13.10
hereof, each New Bank shall become a "Bank" under, and for all purposes of,
this Agreement and the other Credit Documents.


                                  *  *  *  *

                                    -172-
<PAGE>

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

Address:
--------
                                         ALLIANCE IMAGING, INC.

1065 North PacifiCenter Drive
Suite 200
Anaheim, California
Telephone No.: (714) 688-7100
Facsimile No.: (714) 688-3333            By   /s/ Russell D. Phillips
Attention: Ken Ord                           --------------------------
Secretary                                     Title:



                                         BANKERS TRUST COMPANY, Individually
                                         and as Administrative Agent

                                         By   /s/ Gregory P. Shefrin
                                             --------------------------
                                              Title: Vice President


                                         SALOMON BROTHERS HOLDING COMPANY, INC,
                                         Individually and as Syndication Agent

                                         By   /s/ Ashok Nayyar
                                             --------------------------
                                              Title:  Managing Director


<PAGE>


                                         SCHEDULE VII
                                         Page 2


                                         PARIBAS

                                         By   /s/ Clare Bailhe
                                             --------------------------
                                              Title: Director

                                         By   /s/ Don L. Unruh
                                             --------------------------
                                              Title: Vice President



                                         CITY NATIONAL BANK

                                         By   /s/ George Hayrapetian
                                             --------------------------
                                              Title: Vice President

                                         MORGAN STANLEY DEAN
                                         WITTER PRIME INCOME TRUST

                                         By   /s/ Peter Gewirtz
                                             --------------------------
                                              Title:  Authorized Signatory

                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION

                                         By   /s/ Janet K. Williams
                                             --------------------------
                                              Title:  Duly Authorized Signatory


<PAGE>


                                         SCHEDULE VII
                                         Page 3


                                         HELLER FINANCIAL, INC.

                                         By   /s/ Linda W. Wolf
                                             --------------------------
                                             Title:  Senior Vice President



                                         IMPERIAL BANK

                                         By   /s/ Jamie Harney
                                             --------------------------
                                              Title:  Assistant Vice President


                                         ING HIGH INCOME PRINCIPAL
                                         PRESERVATION FUND
                                         HOLDINGS, LDC

                                         By   /s/ Helen Y. Rhee
                                             --------------------------
                                              Title:  Vice President & Portfolio
                                                        Manager


                                         PILGRIM AMERICA PRIME RATE
                                         TRUST

                                         By:  Pilgrim America Investments, Inc.
                                              as its Investment Manager

                                         By   /s/ Charles E. LeMieux, CFA
                                             --------------------------
                                              Title:  Assistant Vice President


<PAGE>

                                         SCHEDULE VII
                                         Page 4


                                         ROYAL BANK OF CANADA

                                         By   /s/ Athar Khan
                                             --------------------------
                                              Title: Senior Manager


                                         UNION BANK OF CALIFORNIA, N.A.

                                         By   /s/ Jennifer L. Banks
                                             --------------------------
                                               Title: Vice President


                                         SENIOR DEBT PORTFOLIO

                                         By: Boston Management and
                                             Research as Investment Advisor

                                         By   /s/ Scott H. Page
                                             --------------------------
                                              Title: Vice President