<PAGE>   1
                                                                 EXHIBIT 10-C

================================================================================

                                 LOAN AGREEMENT


                                     AMONG


                             FOXMEYER CORPORATION,
                                  AS BORROWER


                             FOXMEYER DRUG COMPANY,
                  MERCHANDISE COORDINATOR SERVICES CORPORATION
                                      AND
                           HARRIS WHOLESALE COMPANY,
                                 AS GUARANTORS

                        THE LENDERS REFERRED TO THEREIN,


                              CITICORP USA, INC.,
                            AS ADMINISTRATIVE AGENT

                                      AND

                          NATIONSBANK OF TEXAS, N.A.,
                             AS DOCUMENTATION AGENT


                          Dated as of October 24, 1995


                         $60,000,000 Overline Facility



================================================================================
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<S>              <C>                                                                                    <C>
ARTICLE I        DEFINITION OF TERMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1
     1.1         Accounting Terms   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1
     1.2         Terms Defined  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1

ARTICLE II       THE LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         29
     2.1         Advances   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         29
     2.2         Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         30
     2.3         Borrowing and Related Procedures   . . . . . . . . . . . . . . . . . . . . . .         30
     2.4         Principal Payment of Advances  . . . . . . . . . . . . . . . . . . . . . . . .         32
     2.5         Prepayments of Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . .         32
     2.6         Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         32
     2.7         Fees   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         33
     2.8         Protection of Yield  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         34
     2.9         Manner and Application of Payment  . . . . . . . . . . . . . . . . . . . . . .         35
     2.10        Termination and Reduction  . . . . . . . . . . . . . . . . . . . . . . . . . .         36
     2.11        Taxes; Exemption from U.S. Withholding, Etc  . . . . . . . . . . . . . . . . .         37

ARTICLE III      GUARANTIES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         39
     3.1         Guaranty Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         39
     3.2         New Consolidated Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . .         39
     3.3         Requested Consent and Release  . . . . . . . . . . . . . . . . . . . . . . . .         39

ARTICLE IV       CONDITIONS PRECEDENT   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         43
     4.1         Initial Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         43
     4.2         All Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         46
     4.3         Representation and Warranty  . . . . . . . . . . . . . . . . . . . . . . . . .         47

</TABLE>

<PAGE>   3
<TABLE>
<S>              <C>                                                                                    <C>
     4.4         Determinations Regarding Conditions Precedent  . . . . . . . . . . . . . . . .         47

ARTICLE V        REPRESENTATIONS AND WARRANTIES   . . . . . . . . . . . . . . . . . . . . . . .         48
     5.1         Organization, Standing, Qualification  . . . . . . . . . . . . . . . . . . . .         48
     5.2         Authorization, Enforceability, etc   . . . . . . . . . . . . . . . . . . . . .         48
     5.3         Financial Statements and Business Condition  . . . . . . . . . . . . . . . . .         49
     5.4         Filing of Tax Returns  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         49
     5.5         Title to Parties; Prior Liens  . . . . . . . . . . . . . . . . . . . . . . . .         50
     5.6         Leases   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         50
     5.7         Ownership of Borrower and Subsidiaries   . . . . . . . . . . . . . . . . . . .         50
     5.8         Solvency   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         51
     5.9         Business; Compliance   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         51
     5.10        Licenses, Permits, etc   . . . . . . . . . . . . . . . . . . . . . . . . . . .         51
     5.11        Litigation, Proceedings, etc   . . . . . . . . . . . . . . . . . . . . . . . .         51
     5.12        Plans and Fox Health Plans   . . . . . . . . . . . . . . . . . . . . . . . . .         51
     5.13        Separate Existence   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         53
     5.14        Federal Reserve Regulations  . . . . . . . . . . . . . . . . . . . . . . . . .         54
     5.15        Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         54
     5.16        Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         54
     5.17        Labor Disputes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         55
     5.18        Subsidiaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         55
     5.19        Investment Company Act; Public Utility Holding Company Act   . . . . . . . . .         56
     5.20        Common Enterprise  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         56
     5.21        Burdensome Contracts   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         56
     5.22        Intercompany Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         56
     5.23        Full Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         56
     5.24        Amount of Phar-Mor Receivables   . . . . . . . . . . . . . . . . . . . . . . .         57

</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>              <C>                                                                                   <C>
     5.25        Fox Health Loan and Tender Offer   . . . . . . . . . . . . . . . . . . . . . .         57

ARTICLE VI       COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         57
     6.1         Affirmative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         57
     6.2         Negative Covenants   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         62
     6.3         Reporting Requirements   . . . . . . . . . . . . . . . . . . . . . . . . . . .         74

ARTICLE VII      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         77
     7.1         Nature Of Events   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         77
     7.2         Concurrent Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . .         80
     7.3         Certain Rights of Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . .         80

ARTICLE VIII     THE ADMINISTRATIVE AGENT   . . . . . . . . . . . . . . . . . . . . . . . . . .         83
     8.1         Appointment and Authorization; Administration; Duties  . . . . . . . . . . . .         83
     8.2         Advances and Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         84
     8.3         Sharing of Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         85
     8.4         Distribution of Information  . . . . . . . . . . . . . . . . . . . . . . . . .         85
     8.5         Notice to Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         86
     8.6         Liability of Administrative Agent  . . . . . . . . . . . . . . . . . . . . . .         86
     8.7         Reimbursement and Indemnification  . . . . . . . . . . . . . . . . . . . . . .         87
     8.8         Rights of Administrative Agent and Documentation Agent   . . . . . . . . . . .         88
     8.9         Independent Investigation and Credit Decision by Lenders   . . . . . . . . . .         88
     8.10        Successor Administrative Agent   . . . . . . . . . . . . . . . . . . . . . . .         88

ARTICLE IX       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         89
     9.1         Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         89
     9.2         Survival   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         89
     9.3         Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         90
</TABLE>



                                      iii
<PAGE>   5
<TABLE>
<S>              <C>                                                                                   <C>
     9.4         Limitation on Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . .         90
     9.5         Invalid Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         91
     9.6         Successors and Assigns   . . . . . . . . . . . . . . . . . . . . . . . . . . .         91
     9.7         Entirety and Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . .         96
     9.8         Counterparts; Effectiveness  . . . . . . . . . . . . . . . . . . . . . . . . .         97
     9.9         No Duty  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         97
     9.10        Lenders Not Fiduciaries  . . . . . . . . . . . . . . . . . . . . . . . . . . .         97
     9.11        No Oral Agreements   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         97
     9.12        Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         97
     9.13        Construction of Indemnity and Reimbursement Obligations  . . . . . . . . . . .         98
     9.14        Jurisdiction, Etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         99
     9.15        Changes in Accounting Principles   . . . . . . . . . . . . . . . . . . . . . .        100
     9.16        References to Schedule 2   . . . . . . . . . . . . . . . . . . . . . . . . . .        100
     9.17        Article 15.10(b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        100
</TABLE>

EXHIBITS

        Exhibit A        - Assignment and Acceptance
        Exhibit B        - Guaranty Agreement
        Exhibit C        - Loan Request Certificate
        Exhibit D        - Borrowing Base Certificate
        Exhibit E        - Note
        Exhibit F        - Corporate Certificate
        Exhibit G        - Legal Opinions of Counsel to Borrower and
                           Consolidated Subsidiaries
        Exhibit H        - Solvency Certificate
        Exhibit I        - Closing Certificate
        Exhibit J        - Compliance Certificate

SCHEDULES

        Schedule 1       - Identities of Lenders; Pro Rata Shares of Lenders
        Schedule 2       - Disclosure Schedule
        Schedule 3       - Fox Health Plans


                                      iv
<PAGE>   6
                                 LOAN AGREEMENT


        THIS LOAN AGREEMENT is made and entered into as of October 24, 1995, by
and among:  FOXMEYER CORPORATION, a Delaware corporation; FOXMEYER DRUG
COMPANY, a Kansas corporation, MERCHANDISE COORDINATOR SERVICES CORPORATION, a
Delaware corporation, and HARRIS WHOLESALE COMPANY, a Delaware corporation; the
LENDERS LISTED ON THE SIGNATURE PAGES HEREOF; CITICORP USA, INC., a Delaware
corporation, as Administrative Agent for Lenders; and NATIONSBANK OF TEXAS,
N.A., a bank organized under the laws of the U.S., as Documentation Agent for
Lenders.

        PRELIMINARY STATEMENT.  FoxMeyer Corporation and certain of its
subsidiaries, FoxMeyer Drug Company, Merchandise Coordinator Services
Corporation and Harris Wholesale Company, have requested that Lenders make
short-term advances to Borrower for working capital purposes in an aggregate
principal amount of up to $60,000,000.  Lenders are willing to make such
advances available, on a short-term basis, on the terms and conditions
hereinafter set forth.

        In consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:

                                   ARTICLE I

                              DEFINITION OF TERMS

1.1     ACCOUNTING TERMS.

        All accounting terms not specifically defined herein shall be construed
in accordance with GAAP, and all financial data submitted pursuant to the Loan
Papers shall be prepared in accordance with GAAP unless otherwise specifically
provided herein, and the characterization of all expenditures as current or
capital shall be determined in accordance with GAAP.

1.2     TERMS DEFINED.

        Certain terms used in the Loan Papers shall have the definitions
assigned to them in this Section 1.2 or in the contexts in which they appear.
Such definitions shall be equally applicable to both the singular and plural
forms of the terms defined, and words of any gender shall include each other
gender where appropriate.

        Adjusted Net Income.  Means, with respect to any period, net income
(after income taxes) of Borrower and the Consolidated Subsidiaries for such
period, but excluding (a) any gain or loss


<PAGE>   7
(net of income tax effect) arising from the sale of capital assets, (b) any
gain (net of income tax effect) arising from any write-up of assets, (c)
earnings or losses of any other Person, substantially all of the assets of
which have been acquired by Borrower or a Consolidated Subsidiary in any
manner, to the extent that such earnings or losses were realized by such other
Person prior to the date of such acquisition, (d) earnings of any Person (other
than a Consolidated Subsidiary) in which Borrower or a Consolidated Subsidiary
has an ownership interest, unless such earnings have actually been received by
Borrower or such Consolidated Subsidiary in the form of cash distributions, and
(e) any gain or loss (net of income tax effect) arising from the acquisition of
any Securities of Borrower or a Consolidated Subsidiary.

        Administrative Agent.  Means Citicorp, as agent for Lenders pursuant to
this Agreement, and its successors and assigns in such capacity.

        Advance.  Means an advance by a Lender to Borrower pursuant to Section
2.1.

        Affiliate.  Means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such Person.  For purposes of this definition "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used herein with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of
Securities or otherwise.

        Aggregate Commitment.  Means $60,000,000, subject to reduction as
provided in Section 2.10 (which amount is the aggregate of the maximum
Commitments of all Lenders).

        Agreement.  Means this Loan Agreement, as it may be amended, renewed,
extended, restated or supplemented from time to time.

        Asset.  Means any interest in any kind of property or asset, whether
real, personal or mixed, tangible or intangible or contingent or certain, and
includes, without limitation, Securities.

        Assignment and Acceptance.  Means an Assignment and Acceptance entered
(or to be entered) into by a Lender and an Eligible Assignee, and accepted (or
to be accepted) by the Administrative Agent, substantially in the form of
Exhibit A hereto.

        Bankruptcy Code.  Means Title 11 of the United States Code, as amended,
and all rules issued pursuant thereto.





                                                                               2
<PAGE>   8
        Base Financial Statements.  Means the Financial Statements of Borrower
and its Consolidated Subsidiaries as of and for the fiscal year ended March 31,
1995 and the fiscal three months and six months ended June 30, 1995 and
September 30, 1995, respectively.

        Base Rate.  Means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time which rate per annum shall at all
times be equal to the higher of:

                 (a)     the rate of interest announced publicly by Citibank in
        New York, New York, from time to time, as Citibank's base rate; or

                 (b)     one-half of one percent (.50%) per annum above the
        latest three-week moving average of secondary market morning offering
        rates in the United States for three-month certificates of deposit of
        major United States money market banks, such three-week moving average
        being determined weekly on each Monday (or, if any such date is not a
        Business Day, on the next succeeding Business Day) for the three-week
        period ending on the previous Friday by Citibank on the basis of such
        rates reported by certificate of deposit dealers to and published by
        the Federal Reserve Bank of New York or, if such publication shall be
        suspended or terminated, on the basis of quotations for such rates
        received by Citibank from three New York certificate of deposit dealers
        of recognized standing selected by Citibank, in either case adjusted to
        the nearest one-quarter of one percent (.25%) or, if there is no
        nearest one-quarter of one percent (.25%), to the next higher
        one-quarter of one percent (.25%).

Each change in the Base Rate shall become effective without prior notice to
Borrower automatically as of the opening of business on the date of such change
in the Base Rate.

        Board of Governors.  Means the Board of Governors of the Federal
Reserve System.

        Borrower.  Means FoxMeyer Corporation, a Delaware corporation.

        Business Day.  Means a day (other than Saturday or Sunday) on which
commercial banks are open for business in Dallas, Texas, and in New York, New
York.

        Capital Expenditures.  Means any expenditure by a Person for an Asset
which will be used in a year or years subsequent to the year in which such
expenditure is made and which Asset is properly classified, in relevant
financial statements of such Person and in accordance with GAAP, as equipment,
real property or improvements, fixed assets or a similar type of capitalized
asset.





                                                                               3
<PAGE>   9
        Capital Lease.  Means, as of the date of any determination, any lease
of an Asset which is (or should be) capitalized on a balance sheet of the
lessee prepared as of such date in accordance with GAAP.

        CareStream D&A Adjustment Amount.  Means, for each date of
determination after the CareStream Operations shall have been first accounted
for as a discontinued operation of Borrower and the Consolidated Subsidiaries
in accordance with GAAP, the amounts in respect of depreciation and
amortization allocated to the CareStream Operations in accordance with GAAP for
the 12 month period ending on such date of determination.

        CareStream Debt Service Adjustment Amount.  Means, for each date of
determination after the CareStream Operations shall first have been accounted
for as a discontinued operation of Borrower and the Consolidated Subsidiaries
in accordance with GAAP, the principal and interest payments allocated to or
paid directly by the CareStream Operations in accordance with GAAP for the 12
month period ending on such date of determination.

        CareStream EBT Adjustment Amount.  Means, for each date of
determination after the CareStream Operations shall have been first accounted
for as a discontinued operation of Borrower and the Consolidated Subsidiaries
in accordance with GAAP, an amount equal to the loss of Borrower and the
Consolidated Subsidiaries before provision for income taxes allocated to the
CareStream Operations in accordance with GAAP for the 12 month period ending on
such date of determination.

        CareStream Holdings.  Means the wholly owned Consolidated Subsidiary to
be formed for the purpose of acquiring all of the capital stock of the
Subsidiaries of Borrower (and related Assets) engaged in the CareStream
Operations, which Subsidiary shall execute a Guaranty Agreement pursuant to
Section 3.2 not later than the date it acquires such capital stock (and related
Assets).

        CareStream Indemnity.  Means the assumption and indemnity agreement
from Fox Health to CareStream Holdings and Borrower, (a) assuming and providing
CareStream Holdings, and Borrower and its other Subsidiaries, indemnification
against all obligations and liabilities, and related expenses, in respect of
the CareStream Transactions and the CareStream Operations, including without
limitation (i) all taxes payable on account of the dividend and sale of
appreciated Assets included in the CareStream Transactions, and any future
deconsolidation of the CareStream Operations from the affiliated group (as
defined in Section 1504 of the Code) that includes Fox Health, (ii) all
deferred purchase price, earnout and other obligations under the agreements
under which the CareStream Operations were acquired and (iii) all contingent
obligations for financing provided for the CareStream Operations, and (b)
providing Borrower and its Subsidiaries with a right of setoff in respect of
such





                                                                               4
<PAGE>   10
indemnification for amounts payable under the Tax Sharing Agreement, all on
terms contemplated by Section 3.3 and satisfactory to Administrative Agent (as
amended, supplemented or otherwise modified from time to time in accordance
with Section 6.2(w)).

        CareStream Interest Expense Adjustment Amount.  Means, for each date of
determination after the CareStream Operations shall have been first accounted
for as a discontinued operation of Borrower and the Consolidated Subsidiaries
in accordance with GAAP, the Interest Expense allocated to or paid directly by
the CareStream Operations in accordance with GAAP for the 12 month period
ending on such date of determination.

        CareStream Net Income Adjustment Amount.  Means, for each date of
determination after the CareStream Operations shall have been first accounted
for as a discontinued operation of Borrower and the Consolidated Subsidiaries
in accordance with GAAP, the loss (after income taxes) of Borrower and the
Consolidated Subsidiaries allocated to the CareStream Operations in accordance
with GAAP for the 12 month period ending on such date of determination.

        CareStream Note.  Means the secured promissory note, in the principal
amount contemplated by Section 3.3, made by Fox Health payable to the order of
CareStream Holdings evidencing the purchase price for the CareStream
Operations, on terms contemplated by Section 3.3 and satisfactory to
Administrative Agent (as amended, restated, replaced, substituted, supplemented
or otherwise modified from time to time in accordance with Section 6.2(w)).

        CareStream Operations.  Means the operations conducted by Healthcare
Connect, Inc. and its Subsidiaries, principally providing healthcare
administration and management services, together with (a) the assets of
Healthcare Connect, Inc. and its Subsidiaries, (b) the assets purchased by
Borrower and/or FoxMeyer Drug Company from the Chapter 11 estate of Synercom
Healthcare Systems, Inc. on or about February 8, 1995, and (c) the assets
(consisting principally of hardware and software) used as of the Release
Effective Date in the operation of the DataNet division of Borrower and/or
FoxMeyer Drug Company, but excluding all shares of capital stock of FoxMeyer
Canada owned by Health Care Pharmacy Providers, Inc.

        CareStream Pledge Agreement.  Means the pledge agreement from Fox
Health to CareStream Holdings, pledging all of the capital stock and assets
included in the CareStream Operations distributed or sold to Fox Health as
contemplated by Section 3.3, as security for the CareStream Note and the
CareStream Indemnity (which collateral shall be released upon the payment in
full of the CareStream Note), on the terms contemplated by Section 3.3 and
satisfactory to Administrative Agent (as amended,





                                                                               5
<PAGE>   11
supplemented or otherwise modified from time to time in accordance with Section
6.2(w)).

        CareStream Transactions.  Has the meaning set forth in Section 3.3(a).

        CERCLA.  Means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 (42 U.S.C.  Section 9601 et seq.), as amended, and
all regulations issued pursuant thereto.

        Change of Control.  Means an event or series of events by which (a) any
"person" or "group" (as such terms are used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) other than Fox Health is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under such Act),
directly or indirectly, of Securities representing more than 40% of the
combined voting power of the then outstanding voting Securities of Borrower and
(b) at any time during the term of this Agreement, a majority of the Board of
Directors of Borrower shall consist of Persons other than Continuing Directors
of Borrower.  For purposes of this definition, "Continuing Director" means any
member of the Board of Directors on the date hereof and any other member of the
Board of Directors who shall be nominated or elected to succeed a Continuing
Director by at least two-thirds (2/3) of the Continuing Directors who are then
members of the Board of Directors.

        Citibank.  Means Citibank, N.A., New York.

        Citicorp.  Means Citicorp USA, Inc., a Delaware corporation and
subsidiary and Affiliate of Citibank.

        Clean Air Act.  Means the Clean Air Act (42 U.S.C. Section 7401 et
seq.) as amended, and all regulations issued pursuant thereto.

        Clean Water Act.  Means the Clean Water Act (33 U.S.C. Section 1251 et
seq.), as amended, and all regulations issued pursuant thereto.

        Code.  Means the Internal Revenue Code of 1986, as amended and in
effect from time to time, and all regulations issued pursuant thereto.

        Commitment.  Means, with respect to each Lender, such Lender's
commitment to make Advances under the Facility in the maximum amount of its Pro
Rata Share of the Aggregate Commitment.

        Consolidated Subsidiary.  Means, as of any date, any Subsidiary of
Borrower included as of such date in the consolidated financial statements of
Borrower prepared in accordance with GAAP, and "Consolidated Subsidiaries"
means all of such Subsidiaries; provided that if FoxMeyer Canada shall at any
time be a Subsidiary of Borrower, FoxMeyer Canada shall be deemed not to be a
Consolidated Subsidiary so long as the





                                                                               6
<PAGE>   12
following conditions are satisfied: (a) neither Borrower nor any of its
Consolidated Subsidiaries shall have any obligation or liability, contingent or
otherwise, for the Indebtedness or other obligations of FoxMeyer Canada other
than Borrower's obligations as co-lessee under the FMC Operating Leases; (b)
the aggregate amount of all expenditures for equity investments in, and all
loans or advances to, FoxMeyer Canada ("FMC Investments"), in addition to the
$5,181,102 expended as of March 31, 1995, shall not exceed $4,600,000; and (c)
no FMC Investment shall be made if a Potential Default or Event of Default then
exists or would exist.  For the purposes of Sections 1.2, 6.2, and 6.3, the
assets, liabilities and results of operations of, and any equity in, FoxMeyer
Canada shall, to the extent not already excluded by the terms of such Sections,
be excluded from all financial definitions, calculations, determinations and
presentations, except as provided in the definition of "Net Worth" and except
as required by Exhibit J hereto.

        Current Liabilities.  Means, as of the date of any determination, the
sum of (a) the current liabilities which would be reflected on a consolidated
balance sheet of Borrower and its Consolidated Subsidiaries prepared as of such
date in accordance with GAAP plus (b) mandatory repurchase or redemption
payments scheduled in respect of Preferred Stock and Preferred Dividends within
the 12 month period immediately following such date.

        Debtor Relief Laws.  Means any applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar
law for the relief of debtors from time to time in effect and generally
affecting the rights of creditors.

        Default Rate.  Means a rate per annum equal to the lesser of (a) the
Maximum Lawful Rate or (b) three percent (3%) plus the Base Rate.

        Development Cost Debt Service Coverage Ratio Adjustment Amount.  Means,
as of any date of determination, the aggregate amount of any reduction of
Operating Cash Flow attributable to any write-off of previously capitalized
computer software development costs or any write-off of the costs of, or loss
on the disposition of, replaced computer software and related hardware, but
excluding any such reduction in respect of the CareStream Operations; provided
that the aggregate amount of the Development Cost Debt Service Coverage Ratio
Adjustment Amount utilized during any period of 12 months shall not exceed
$5,000,000 (prior to any adjustment for income taxes).

        Development Cost Interest Coverage Ratio Adjustment Amount.  Means, as
of any date of determination, the aggregate amount of any reduction of EBIT
attributable to any write-off of previously capitalized computer software
development costs or any write-off of the costs of, or loss on the disposition
of, replaced computer software and related hardware, but excluding





                                                                               7
<PAGE>   13
any such reduction in respect of the CareStream Operations; provided that the
aggregate amount of the Development Cost Interest  Coverage Ratio Adjustment
Amount utilized during any period of 12 months shall not exceed $5,000,000
(prior to any adjustment for income taxes).

        EBIT.  Means, for any period, the sum of (a) the income (or deficit) of
Borrower and the Consolidated Subsidiaries before provision for income taxes
for such period (excluding, to the extent not already deducted, income
attributable to minority interests in Subsidiaries of Borrower for such period)
plus (b) Interest  Expense for such period.

        Eligible Assignee.  Means (a) any Lender, (b) a commercial bank having
total assets in excess of $5,000,000,000, (c) an insurance company or a
financial institution having total assets in excess of $1,000,000,000, or (d) a
bank loan fund having total assets in excess of $250,000,000; provided, that,
unless Majority Lenders shall otherwise agree in writing, (i) any holder of any
capital stock of Borrower shall not be an Eligible Assignee and (ii) any
commercial bank referred to in clause (b) preceding that is organized under the
laws of a country other than the U.S. must, to be an Eligible Assignee, be
acting, for purposes of this Agreement, through a branch or agency of such bank
located in the U.S.  For the purposes of the foregoing, the holdings of capital
stock by a trust department of any bank or other financial institution in the
ordinary course of its trust business shall not be ascribed to such bank or
other financial institution.

        Environmental Laws.  Means all applicable Federal, State and local
laws, rules, regulations, ordinances, orders and decrees relating to the
environment, the release of any materials into the environment, pollution
control, environmental contamination or otherwise governing the generation,
use, handling, collection, treatment, storage, transportation, recovery,
re-cycling, removal, discharge or disposal of Hazardous Materials (including,
without limitation, CERCLA, RCRA, the Clean Water Act, the Clean Air Act and
the Hazardous Materials Transportation Act).

        ERISA.  Means the Employee Retirement Income Security Act of 1974, as
amended and in effect from time to time, and all regulations issued pursuant
thereto.

        ERISA Affiliate.  Means, with respect to any Person, any trade or
business (whether or not incorporated) that is a member of a controlled group
of which such Person is a member or that is under common control with such
Person within the meaning of Section 414(b) and (c) of the Code.

        Event of Default.  Has the meaning set forth in Section 7.1 of this
Agreement.





                                                                               8
<PAGE>   14
        Exhibit.  Means, unless specifically indicated otherwise, exhibits
attached to this Agreement.

        Existing Credit Facility.  Means the Amended and Restated Loan
Agreement, dated as of April 29, 1993, as amended, among Borrower, the
Operating Subsidiaries, the lenders and issuer named therein and Citicorp USA,
Inc., as Administrative Agent, providing a credit facility in the aggregate
principal amount of up to $295,000,000, and all Guaranties and other documents
related thereto, as such agreement, Guaranties and other documents may be
amended, replaced, supplemented or otherwise modified from time to time.

        FAS 109 Net Worth Adjustment Amount.  Means the amount of the reduction
to equity resulting from the adoption by Borrower and the Consolidated
Subsidiaries of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," calculated in accordance with GAAP.

        Facility.  Means the credit facility in the maximum amount of the
Aggregate Commitment made available pursuant to Section 2.1.

        Federal Funds Rate.  Means, for any day, 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 or quoted on the
next succeeding Business Day by the Federal Reserve Bank of New York.

        Fee Letter.  Means the letter dated October __, 1995, from Citicorp to
Borrower, as agreed to and accepted by Borrower on October __, 1995, relating
to certain fees payable by Borrower.

        Financial Officer.  Means, with respect to any corporation, the chief
financial officer, treasurer, assistant treasurer/director of finance or
controller of such corporation.

        Financial Statements.  Includes, without limitation, balance sheets,
statements of operations, statements of stockholder's equity and statements of
cash flows prepared in comparative form with respect to the corresponding
period of the preceding fiscal year and prepared in accordance with GAAP and
including any notes comprising a part thereof.

        FMC Operating Leases.  Means the operating or capital leases between HP
Finance and Central Capital Corp., as lessors, and FoxMeyer Canada and
Borrower, as co-lessees, covering certain computer equipment, as in effect on
March 31, 1995.

        Fox Health.  Means FoxMeyer Health Corporation, a Delaware corporation,
formerly called National Intergroup, Inc.





                                                                               9
<PAGE>   15
        Fox Health Loan.  Means one or more loans in the maximum aggregate
principal amount of $30,000,000 at any time outstanding under the Fox Health
Loan Agreement.

        Fox Health Loan Agreement.  Means the Amended and Restated Revolving
Loan Agreement, dated as of January 1, 1995, between Borrower and Fox Health,
as in effect on the date hereof, a copy of which has been delivered to
Administrative Agent prior to the date hereof, as amended as contemplated by
Section 4.1(p) hereof (as amended, supplemented or otherwise modified from time
to time in accordance with Section 6.2(w)).

        Fox Health Loan Documents.  Means the Fox Health Loan Agreement, the
Fox Health Note, all security agreements evidencing security interests securing
the Fox Health Note, and any and all other agreements, documents, instruments
and certificates governing the Fox Health Loan or any collateral or security
therefor.

        Fox Health Management Agreement.  Means the Amended and Restated
Management Agreement, dated as of January 1, 1992, between Borrower and Fox
Health, a copy of which has been delivered to Administrative Agent prior to the
date hereof, as the same may be amended after the date hereof; provided that no
such amendment increases any amount required to be paid thereunder by Borrower
to Fox Health.

        Fox Health Member.  Means any Person, other than a Group Member, which
is a member of a "controlled group" including, or under common control with,
Fox Health within the meaning of Section 414(b) and (c) of the Code.

        Fox Health Note.  Means the promissory note, dated January 1, 1995, in
the principal amount of $30,000,000 made by Fox Health payable to the order of
Borrower evidencing the Fox Health Loan (as amended, renewed, extended,
restated, replaced, substituted, supplemented or otherwise modified from time
to time in accordance with Section 6.2(w)).

        Fox Health Plan.  Means all "employee benefit plans" as defined in
Section 3(3) of ERISA with respect to which any Group Member has any direct,
indirect or contingent liability arising as a result of Borrower being a member
of a "controlled group" including, or under common control with, Fox Health
within the meaning of Sections 414(b) and (c) of the Code.

        FoxMeyer Canada.  Means FoxMeyer Canada, Inc., an Ontario corporation
(formerly called Evans Health Group Limited).

        FoxMeyer Drug Company.  Means FoxMeyer Drug Company, a Kansas
corporation.





                                                                              10
<PAGE>   16
        FoxMeyer Trading Company.  Means Merchandise Coordinator Services
Corporation, a Delaware corporation (which generally is doing business as
FoxMeyer Trading Company).

        Funded Debt.  Means, as of the date of any determination, the sum of
the following (without duplication): (a) all Indebtedness evidenced by the
Notes as of such date, (b) all Indebtedness evidenced by the 7.09% Notes as of
such date, (c) all Indebtedness consisting of Subordinated Debt as of such
date, (d) all Indebtedness which would be classified as "funded debt" or
"long-term debt", including the current portions thereof, on a consolidated
balance sheet of Borrower and the Consolidated Subsidiaries prepared as of such
date in accordance with GAAP, (e) all Indebtedness of Borrower or any
Consolidated Subsidiary having a final maturity (or which is renewable or
extendible at the option of the obligor for a period ending) more than one year
after the date of creation thereof, notwithstanding that payments in respect
thereof are required to be made by the obligor less than one year after the
date of the creation thereof or that any amount thereof is at the time included
also in Current Liabilities of such obligor, (f) all Indebtedness of Borrower
or any Consolidated Subsidiary outstanding under a revolving credit or similar
agreement providing for borrowings (and renewals and extensions thereof) over a
period of more than one year, notwithstanding that any such Indebtedness is
created within one year of the expiration of such agreement, including without
limitation the Indebtedness outstanding under the  Existing Credit Facility,
(g) the present value (discounted at the implicit rate, if known, or ten
percent (10%) per annum otherwise) of all obligations in respect of Capital
Leases of Borrower or any Consolidated Subsidiary and (h) Redeemable Capital
Stock of Borrower valued at the greater of its voluntary or involuntary maximum
fixed repurchase or redemption price plus accrued and unpaid dividends.  For
purposes hereof, the "maximum fixed repurchase or redemption price" of any
Redeemable Capital Stock which does not have a fixed repurchase or redemption
price shall be calculated in accordance with the terms of such Redeemable
Capital Stock as if such Redeemable Capital Stock were purchased or redeemed on
any date on which Funded Debt shall be required to be determined, and if such
price is based upon, or measured by, the fair market value of such Redeemable
Capital Stock, such fair market value to be determined in good faith by the
Board of Directors of the issuer of such Redeemable Capital Stock.
Notwithstanding the foregoing, Funded Debt shall be deemed not to include
Indebtedness under this Agreement.

        Funded Debt Service.  Means, with respect to Borrower and the
Consolidated Subsidiaries, for any period, the sum of (a) the aggregate of all
principal and interest payments and repurchase or redemption payments required
or scheduled to be made during such period with respect to Funded Debt, (b)
interest payments required to be made during such period with respect to
Indebtedness under this Agreement and (c) Preferred Dividends accruing or
payable during such period.





                                                                              11
<PAGE>   17
        GAAP.  Means generally accepted accounting principles, applied on a
consistent basis with Borrower's most recent audited Financial Statements
existing as of the date hereof; and the requirement that such principles be
applied on a consistent basis means that the accounting principles in a current
period are comparable in all material respects to those applied in a preceding
period, with any exceptions thereto noted; provided that for the purpose of the
Push Down Accounting Adjustment, GAAP shall include the applicable requirements
of Regulation S-X of the Securities and  Exchange Commission.

        Governmental Requirements.  Means any and all laws, ordinances, rules
and regulations of any Tribunal applicable to Borrower, any Consolidated
Subsidiary or any of their Assets.

        Group Member.  Means Borrower and each other Person which is a member
of a "controlled group" including, or under common control with, Borrower
within the meaning of Sections 414(b) and (c) of the Code, but excluding
Persons which would not be members of such "controlled group" if Fox Health did
not own at least eighty percent (80%) of the issued and outstanding shares of
common stock of Borrower.

        Guarantor.  Means FoxMeyer Drug Company (a Kansas corporation),
DRxCare, Inc., Health Care Pharmacy Providers, Inc., Health Mart, Inc.,
FoxMeyer Drug Company (a Delaware corporation), IV Partners, Inc., FoxMeyer
Realty Company, FoxMeyer Software, Inc., Healthcare Transportation System,
Inc., FoxMeyer Trading Company, Carol Stream Holdings, Inc., Harris Wholesale,
the Healthcare Connect Subsidiaries or any other Consolidated Subsidiary of
Borrower, and "Guarantors" means all of such entities.

        Guaranty.  Means, with respect to any Person, any contract, agreement
or understanding of such Person pursuant to which such Person guarantees, or in
effect guarantees, any Indebtedness of any other Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
agreements (a) to purchase such Indebtedness or any Asset constituting security
therefor, (b) to advance or supply funds for the purchase or payment of such
Indebtedness or to maintain net worth or working capital or other balance sheet
conditions, or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness, (c) to purchase an Asset or service primarily for
the purpose of assuring the holder of such Indebtedness of the ability of the
primary obligor to make payment of the Indebtedness, or (d) otherwise to assure
the holder of the Indebtedness of the primary obligor against loss with respect
thereto; provided, however, that such term shall not include the endorsement by
Borrower or a Consolidated Subsidiary of negotiable instruments or documents
for deposit or collection in the ordinary course of business or the obligations
of Borrower or any Operating Subsidiary in respect of Receivables sold under
the Revolving Receivables Purchase Program.





                                                                              12
<PAGE>   18
        Guaranty Agreement.  Means a guaranty agreement, substantially in the
form of  Exhibit B hereto, as amended, supplemented or otherwise modified from
time to time.

        Harris Wholesale.  Means Harris Wholesale Company, a Delaware
corporation.

        Hazardous Materials.  Means (a) any "hazardous waste" as defined in
RCRA, (b) any "hazardous substance" as defined in CERCLA, (c) any "toxic
pollutants" as defined in the Clean Water Act, (d) any "hazardous air
pollutants" as defined in the Clean Air Act, (e) asbestos, (f) polychlorinated
biphenyls, (g) underground storage tanks, whether empty, filled or partially
filled with any substance, (h) any substance the presence of which on the
property in question is prohibited by the Environmental Laws, and (i) any other
substance which under the Environmental Laws requires special handling or
notification of or reporting to any Federal, State or local governmental entity
in its generation, use, collection, treatment, storage, transportation,
recovery, removal, discharge or disposal.

        Healthcare Connect Subsidiaries.  Means Healthcare Connect, Inc., a
Delaware corporation, and its wholly owned Subsidiaries, OmNex Health, Inc.
(formerly HCPP Holdings, Inc.), Health Care Pharmacy Providers, Inc., NexCare,
Inc., US HealthData Interchange, Inc. and Scrip Card Enterprises, Inc., and any
future wholly owned Subsidiaries of Healthcare Connect, Inc., for such periods
as such Persons are wholly owned Subsidiaries of Borrower.

        Indebtedness.  Means, with respect to any Person, (without duplication)
any and all (a) indebtedness of such Person for borrowed money; (b) obligations
of such Person for the deferred purchase price of property or services, which
purchase price (i) is due three months or more from the date of incurrence of
the obligation in respect thereof or (ii) customarily or actually is evidenced
by a note or similar instrument (including, without limitation, any such
indebtedness which is non-recourse to such Person personally but is secured by
Assets of such Person, the amount of such indebtedness being deemed the lesser
of the fair market value of such Assets or the indebtedness so secured); (c)
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments; (d) indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession or sale of
such property); (e) obligations of such Person under any Capital Lease
(obligations of such Person under any operating lease being deemed not to be
Indebtedness); (f) obligations, contingent or otherwise, of such Person under
any acceptance, letter of credit or similar facility issued or accepted by
banks and other financial institutions; (g) obligations under any Interest Rate
Protection Agreement;





                                                                              13
<PAGE>   19
(h) without duplication, Guaranties by such Person of Indebtedness of any other
Person of the type referred to in clauses (a) through (g) above; (i) without
duplication, all Indebtedness referred to in clauses (a) through (g) above
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on Assets (including,
without limitation, Receivables) owned by such Person, even though such Person
has not assumed or become liable for the payment of such Indebtedness, the
amount of such Indebtedness being deemed the lesser of the fair market value of
such property or the Indebtedness so secured; and (j) all Redeemable Capital
Stock of such Person valued at the greater of its voluntary or involuntary
maximum fixed repurchase or redemption price plus accrued and unpaid dividends.
For purposes hereof, the "maximum fixed repurchase or redemption price" of any
Redeemable Capital Stock which does not have a fixed repurchase or redemption
price shall be calculated in accordance with the terms of such Redeemable
Capital Stock as if such Redeemable Capital Stock were purchased or redeemed on
any date on which Indebtedness shall be required to be determined, and if such
price is based upon, or measured by, the fair market value of such Redeemable
Capital Stock, such fair market value to be determined in good faith by the
Board of Directors of the issuer of such Redeemable Capital Stock.  In
furtherance of the foregoing, but not in limitation thereof, the obligations of
Borrower or any Operating Subsidiary in respect of Receivables sold under the
Revolving Receivables Purchase Program shall be deemed not to constitute
"Indebtedness."

        Intercompany Note.  Means (a) that certain Amended and Restated
Subordinated Promissory Note dated March 31, 1993, made by FoxMeyer Drug
Company payable to the order of Borrower, (b) that certain Amended and Restated
Subordinated Promissory Note dated April 15, 1993, made by FoxMeyer Drug
Company payable to the order of Borrower, (c) that certain Amended and Restated
Subordinated Promissory Note dated March 31, 1993, made by FoxMeyer Trading
Company payable to the order of Borrower, (d) that certain Amended and Restated
Subordinated Promissory Note dated March 31, 1993, made by Harris Wholesale
payable to the order of FoxMeyer Drug Company, (e) that certain Amended and
Restated Subordinated Promissory Note dated April 15, 1993, made by FoxMeyer
Drug Company payable to, copies of which have been delivered to the
Administrative Agent on or before the date hereof, as the same may be amended
after the date hereof in accordance with Section 6.2(r), and (f) such other
subordinated promissory notes, having substantially similar terms as the
foregoing notes, as may hereafter be executed by Operating Subsidiaries to
evidence their Indebtedness to Borrower in accordance with Section 6.2(r), and
"Intercompany Notes" means all of such promissory notes.

        Interest  Expense.  Means, for any period, the interest charges paid or
accrued (without duplication) during such period (including imputed interest on
Capital Lease obligations and





                                                                              14
<PAGE>   20
amortization of debt discount, but excluding amortization of other debt
expense, and net of interest income being currently received in cash during
such period) on the Indebtedness of Borrower and the Consolidated Subsidiaries.

        Interest Payment Date.  Means December 31, 1995 and March 31, 1996.

        Interest Rate Protection Agreement.  Means any agreement evidencing an
arrangement designed to protect Borrower against fluctuations in interest
rates.

        Inventory.  Means all inventory, and includes all goods (wherever
located, whether in the possession of the owner of such inventory or a bailee
or other Person for sale, storage, transit, processing, use or otherwise, and
including finished goods and packing, packaging and shipping materials,
components, supplies, materials or consigned, returned or repossessed goods)
which are held for sale or lease or which are to be or have been furnished
under any contract of service or which are raw materials, work in process or
materials used or consumed in a business or are processed by or on behalf of
the owner of such inventory.

        Inventory Amount.  Means, as of the date of any determination, the
amount of the Inventory of Borrower or any Consolidated Subsidiary, net of all
related allowances and reserves, as determined in accordance with GAAP, but
shall exclude (to the extent otherwise included therein):  (a) all raw
materials, (b) all work in process, (c) all Inventory as to which Borrower or
such Consolidated Subsidiary (as applicable) does not have the full and
unqualified right (except for the limitations on such right permitted by
Section 6.2(n)) to assign and grant a security interest therein as security for
the Obligations, and (d) all Inventory as to which Borrower or such
Consolidated Subsidiary does not have lawful and absolute title, subject only
to Permitted Liens.

        IRS.  Means the United States Internal Revenue Service.

        Lender.  Means any bank or other financial institution identified on
the signature pages of this Agreement and on Schedule 1 hereto or any Eligible
Assignee or Affiliate of a Lender which becomes a Lender in accordance with
Section 9.6, and "Lenders" means all of such banks, financial institutions,
Eligible Assignees and Affiliates which become Lenders in accordance with
Section 9.6.

        Lien.  Means any interest in any Asset securing any indebtedness,
obligation or liability owed to, or a claim by, a Person other than the owner
of such Asset, whether such interest is based on the common law or any statute
or contract, and includes, without limitation, any lien, mortgage, deed of
trust, collateral assignment, chattel mortgage, security interest, tax lien,
pledge, encumbrance, conditional sale or title retention





                                                                              15
<PAGE>   21
arrangement or a lease, consignment or bailment for security purposes.

        Loan.  Means any Advance.  "Loans" means all of such Advances.

        Loan Papers.  Means, collectively, this Agreement, the Notes, the
Guaranty Agreements and any and all other agreements, documents, instruments
and certificates now or hereafter executed or delivered to Administrative Agent
or Lenders in connection with any of the foregoing (including, without
limitation, those agreements, documents, instruments and certificates, the
forms of which appear as  Exhibits hereto), as such agreements, documents,
instruments and certificates may be amended, renewed, extended, restated,
replaced, substituted, supplemented or otherwise modified from time to time.

        Loan Request Certificate.  Means a Loan Request Certificate in the form
of  Exhibit C hereto, appropriately completed, executed by Borrower and
delivered to Administrative Agent pursuant to Section 2.3(a) in connection with
Borrower's request for a Loan.

        Majority Lenders.  Means, as of the date of any determination, Lenders
that hold, in the aggregate, 51% or more of the sum of the aggregate principal
amount of the Advances then outstanding, or, if no Advances are then
outstanding, Lenders that hold, in the aggregate, 51% or more of the Aggregate
Commitment.

        Margin Stock.  Means margin stock, as such term is defined in
Regulation U.

        Material Adverse Effect.  Means any (a) material adverse effect
whatsoever upon the validity, performance or enforceability of any Loan Paper,
(b) material adverse effect upon the financial condition, business, Assets,
operations or prospects of Borrower and the Consolidated Subsidiaries taken as
a whole, or (c) material adverse effect upon the ability of Borrower or any
Operating Subsidiary to fulfill its payment obligations under the Loan Papers.

        Maximum Lawful Rate.  Means the maximum rate (or, if the context so
permits or requires, an amount calculated at such rate) of interest from time
to time permitted under Federal or State laws now or hereafter applicable to
the Obligations in question, after taking into account, to the extent required
by applicable law, any and all relevant payments and charges deemed to be
interest (whether or not so characterized by the parties) and calculations.
Lenders hereby notify and disclose to Borrower that, for purposes of Tex. Rev.
Civ. Stat. Ann. art.  5069-1.04, as it may be amended from time to time, the
applicable rate ceiling shall be the "indicated rate" ceiling from time-to-time
in effect as limited by Art. 5069-1.04(b); provided, however,





                                                                              16
<PAGE>   22
that, to the extent permitted by applicable law, Lenders shall have the right
to change the applicable rate ceiling from time to time in accordance with
applicable law.

        Minority Equity Investment.  Means any equity investment in any entity
that is engaged principally in a business related to that of Borrower and the
Consolidated Subsidiaries, provided that such investment, together with all
prior investments in such entity, does not constitute more than fifty percent
(50%) of the equity Securities of such entity.

        Multiemployer Plan.  Means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA.

        Multiple Employer Plan.  Means a Plan or Fox Health Plan to which the
Borrower or any ERISA Affiliate of the Borrower and one or more employer or
employers other than the Borrower or an ERISA Affiliate of the Borrower are
making or accruing an obligation to make contributions or, in the event that
any such plan has been terminated or the Borrower or an ERISA Affiliate has
withdrawn therefrom, to which the Borrower or any ERISA Affiliate of the
Borrower made or accrued an obligation to make contributions during any of the
preceding five years.

        NationsBank.  Means NationsBank of Texas, N.A., a national banking
association.

        New CareStream.  Means the wholly-owned Subsidiary of Fox Health formed
for the purpose of holding the CareStream Operations acquired from Borrower and
CareStream Holdings.

        Net Worth.  Means, as of the date of any determination, the remainder
of (a) the total stockholder's equity (including capital stock, additional
paid-in capital and retained earnings after deducting treasury stock) which
would appear on a consolidated balance sheet of Borrower and the Consolidated
Subsidiaries prepared as of such date in accordance with GAAP, minus (b) to the
extent not deducted therefrom, the aggregate amount of all Redeemable Capital
Stock, minus (c) the aggregate amount of gain from the sale of capital assets,
gain from any write-up of assets and any other non-operating or extraordinary
gain reflected in total stockholder's equity shown on such balance sheet;
provided, however, that:

                 (i)     for purposes of the references to Net Worth in the
        Solvency Certificate referred to in Section 4.1(h) and the minimum Net
        Worth requirement of each Operating Subsidiary set forth in the second
        sentence of Section 6.2(e), Net Worth shall be determined without
        subtraction of the items described in clause (c) above and based upon
        the financial condition of such Operating Subsidiary only; and


                                                                              17
<PAGE>   23
                 (ii)    for purposes of the ratio calculated pursuant to
        Section 6.2(i), Net Worth shall be determined without subtraction of
        the items described in clause (c) above.

        Notwithstanding the foregoing, in determining Net Worth, the aggregate
amount of the equity investment in, and the principal amount of loans or
advances to, FoxMeyer Canada by Borrower and the Consolidated Subsidiaries
shall be accounted for in accordance with the equity method of accounting
(whether or not FoxMeyer Canada would, in accordance with GAAP, be required to
be accounted for on a consolidated basis), except that the amount so accounted
for shall not be increased (or decreased) by the amount of any income (or loss)
of FoxMeyer Canada after March 31, 1995.  It is acknowledged that as of March
31, 1995, the amount so accounted for is $4,912,128, representing the remaining
portion of the equity investment in FoxMeyer Canada as of such date.  In no
event shall the amount so accounted for in respect of FoxMeyer Canada exceed
$9,512,128.

        Note.  Has the meaning set forth in Section 2.1(b).

        Obligations.  Means (a) any and all present and future indebtedness,
obligations or liabilities, and any and all amendments, renewals, extensions,
restatements, supplements or changes in form thereof, or any part thereof, of
Borrower, any Operating Subsidiary or any other Consolidated Subsidiary now or
hereafter owing to any one or more of Administrative Agent and Lenders under or
in connection with this Agreement and the other Loan Papers, including, without
limitation, all Loans, costs, fees, expenses and obligations of indemnity under
the Loan Papers, and (b) all interest accruing thereon and attorneys' fees
incurred in the enforcement or collection thereof in accordance with the Loan
Papers, regardless of whether any such indebtedness, obligations and
liabilities described in (a) and (b) above are direct, indirect, fixed,
contingent, joint, several or joint and several.

        Operating Cash Flow.  Means, with respect to Borrower and the
Consolidated Subsidiaries, for any period, the sum of (a) Adjusted Net Income
for such period, plus (b) all amounts in respect of depreciation and
amortization for such period, plus (c) Interest  Expense for such period.

        Operating Subsidiary.  Means FoxMeyer Drug Company, FoxMeyer Trading
Company or Harris Wholesale, and "Operating Subsidiaries" means all of such
corporations.

        PBGC.  Means the Pension Benefit Guaranty Corporation.

        Permitted Customer Advances.  Means loans (exclusive of sales of
Inventory on credit which are not originally evidenced by a promissory note),
Guaranties of loans by financial institutions and pre-paid customer rebates
made by Borrower or





                                                                              18
<PAGE>   24
any Operating Subsidiary in the ordinary course of its business to or for the
account of its customers who purchase or who are expected to purchase
substantial amounts of its Inventory with the proceeds thereof; provided,
however, that such loans, Guaranties and pre-paid rebates (a) may not at any
time exceed $50,000,000 in aggregate principal amount outstanding or guaranteed
(as to Borrower and Operating Subsidiaries collectively), (b) may not be
inconsistent with the current business practices of Borrower or the Operating
Subsidiaries, and (c) shall be subject to the following additional limitations
within the $50,000,000 aggregate limitation provided in clause (a) above: (i)
the aggregate amount of such loans and Guaranties outstanding (as to Borrower
and the Operating Subsidiaries collectively) to any one customer and all
Affiliates of such customer, other than Snyder's Drug Stores, Inc.  ("Snyder
Drug") and its Affiliates, may not exceed $5,000,000; (ii) the aggregate amount
of such pre-paid rebates outstanding (as to Borrower and the Operating
Subsidiaries collectively) to any one customer and all Affiliates of such
customer, other than Snyder Drug and its Affiliates, may not exceed
$10,000,000; and (iii) the aggregate amounts of such loans, Guaranties and
pre-paid rebates outstanding (as to Borrower and the Operating Subsidiaries
collectively) to Snyder Drug and all of its Affiliates may not exceed
$5,000,000, $15,000,000 and $15,000,000, respectively; but (iv) in no event may
the Guaranties permitted hereby at any time exceed $15,000,000 in aggregate
principal amount guaranteed by Borrower and the Operating Subsidiaries
collectively to all their customers and their Affiliates.  For the purposes of
the foregoing, the Phar-Mor Receivables shall be deemed not to constitute
pre-paid customer rebates.

        Permitted Indebtedness.  Means (a) the Obligations, (b) Indebtedness
outstanding from time to time under the Existing Credit Facility (including
renewals, extensions and increases thereof), (c) the existing Indebtedness,
other than the Indebtedness under the  Existing Credit Facility, the 7.09%
Notes and the 7.09% Note Guaranties, expressly identified on Schedule 2 hereto
(including renewals or extensions thereof, but excluding increases thereof
except as may otherwise be permitted), (d) Guaranties of Indebtedness of
customers of Borrower or an Operating Subsidiary by Borrower or such Operating
Subsidiary, provided such Guaranties constitute Permitted Customer Advances,
(e) agreements entered into in the ordinary course of business by Borrower or
an Operating Subsidiary to repurchase at a discounted price Inventory sold to
customers of Borrower or such Operating Subsidiary, (f) obligations evidenced
by the Intercompany Notes, (g) accounts payable and other accruals incurred by
Borrower or any Consolidated Subsidiary and payable or owing to another Person
who is Borrower or any Consolidated Subsidiary as a result of the cash
management system of Borrower and its Consolidated Subsidiaries, (h)
obligations evidenced by any Interest Rate Protection Agreement in respect of
the Obligations or the 7.09% Notes, (i) any Indebtedness which is expressly
permitted pursuant





                                                                              19
<PAGE>   25
to clause (iv) of Section 6.2(l), (j) Indebtedness consisting of the 7.09%
Notes and the 7.09% Note Guaranties, (k) Indebtedness consisting of Redeemable
Capital Stock, provided such stock is Preferred Stock which does not provide
for mandatory repurchase or redemption prior to the fifth (5th) anniversary of
the date of issuance thereof, (l) Subordinated Debt incurred in the aggregate
principal amount not to exceed $200,000,000, provided that at the time of any
incurrence of such Indebtedness and after giving effect thereto and considering
facts and circumstances then existing, no Potential Default or Event of Default
exists or will occur or may reasonably be expected to occur, and (m) up to
$10,000,000 of Indebtedness consisting of (i) Capital Leases or (ii) purchase
money Indebtedness secured by Liens permitted by clause (h) of the definition
of "Permitted Liens."

        Permitted Investments.  Means investments in (a) indebtedness,
evidenced by notes maturing not more than 180 days after the date of issue,
issued or guaranteed by the U.S. or any agency thereof, (b) time deposits and
certificates of deposit, maturing not more than 180 days after the date of
issue, issued by any financial institution (including, without limitation, a
Lender) which maintains a long-term debt rating of at least "BBB" (or its then
equivalent) according to Standards & Poor's Corporation or a Thompson Bankwatch
rating of at least "C" and which has combined capital and surplus and undivided
profits of not less than $l,000,000,000, or any other financial institution if
the amount on deposit is fully insured by The Federal Deposit Insurance
Corporation, (c) commercial paper, maturing not more than 180 days after the
date of issue, issued by a corporation (other than an Affiliate of Borrower)
with a rating of "P-1" (or its then equivalent) according to Moody's Investors
Service, Inc., "A-1" (or its then equivalent) according to Standard & Poor's
Corporation, "F-1" (or its then equivalent) according to Fitch's Investors
Service, Inc. or "D-1" (or its then equivalent) according to Duff & Phelps, or
a better rating, (d) master note arrangements or deposit arrangements with
entities which have ratings meeting the standard of (b) or (c) above, (e) money
market funds that invest only in debt securities (including, without
limitation, bankers' acceptances, bearer deposit notes, loan participations,
promissory notes and medium-term notes) which mature within 400 days after the
date of purchase and which have ratings meeting the standard of (b) or (c)
above or which, if unrated, are determined by the fund to be of comparable
quality to debt securities which have such ratings, and (f) repurchase
agreements in connection with obligations which are permitted for investment
under the categories set forth above.

        Permitted Liens.  Means, with respect to any Asset, (a) any Lien
created pursuant to Section 3.2 of the Existing Credit Facility; (b) pledges or
deposits made in the ordinary course of business to secure payment of worker's
compensation insurance (or to participate in any fund in connection with
worker's compensation insurance), unemployment insurance or





                                                                              20
<PAGE>   26
social security programs; (c) Liens imposed by mandatory provisions of law and
arising in the ordinary course of business (such as materialmen's, mechanics',
landlord's and warehousemen's Liens and other like Liens) securing indebtedness
whose payment is not yet due; (d) Liens for taxes, assessments and governmental
charges or levies imposed upon a Person or upon such Person's income or profits
or property if the same are not yet due and payable; (e) the Liens referred to
in clauses (A), (B) and (C) immediately below if and only if (i) the amount,
applicability or validity thereof is currently (at the time in question) being
contested in good faith by appropriate action promptly and diligently conducted
and adequate cash reserves (to the extent required by GAAP) have been set aside
therefor, (ii) levy and execution thereon have been stayed and continue to be
stayed and (iii) they do not in the aggregate materially detract from the value
of the property of, or materially impair the use of such property in the
business of, Borrower, any Operating Subsidiary or Borrower and the
Consolidated Subsidiaries taken as a whole:  (A) claims and Liens for taxes due
and payable, (B) claims and Liens upon, and defects of title to, personal
property or other legal process prior to adjudication of a dispute on the
merits and (C) adverse judgments on appeal; (f) Liens arising from good faith
deposits in connection with tenders, leases, real estate bids or contracts
(other than contracts involving the borrowing of money), pledges or deposits to
secure public or statutory obligations and deposits to secure (or in lieu of)
surety, or customs bonds and deposits to secure the payment of taxes,
assessments, customs duties or other similar charges; (g) encumbrances
consisting of zoning restrictions, restrictive covenants, encroachments,
protrusions, easements or other restrictions on or affecting the use of real
property or which would appear on a survey or title report covering such
property, provided that such items do not in the aggregate materially detract
from the value of any material property of the Person in question or materially
impair the use of such material property in such Person's business; (h) Liens
consisting of Capital Leases or solely securing purchase money Indebtedness, in
each case incurred in the ordinary course of business for the purchase of
computers, trucks and other equipment used in the ordinary course of business,
provided that each such Lien is limited to the equipment so financed; and (i)
Liens, if any, described on Schedule 2 hereto; provided, however, that none of
the aforesaid Permitted Liens (1) may attach or relate to any Intercompany Note
or any capital stock of any Consolidated Subsidiary or (2) arise under or be
required by ERISA.

        Person.  Means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.

        Phar-Mor Bankruptcy.  Means that certain proceeding filed under Chapter
11 of the Bankruptcy Code made by Phar-Mor, Inc. on August 17, 1992.





                                                                              21
<PAGE>   27
        Phar-Mor Debt Service Coverage Ratio Adjustment Amount.  Means, with
respect to the Phar-Mor Receivables and as of the date of any determination,
the aggregate amount of any reduction of Operating Cash Flow attributable to
any reserve or write-off, net of recoveries, for doubtful accounts and related
collection expenses directly resulting from the Phar-Mor Bankruptcy; provided,
however, that the aggregate amount of the Phar-Mor Debt Service Coverage Ratio
Adjustment Amount utilized during the term of this Agreement and the  Existing
Credit Facility shall not exceed $70,000,000 (prior to any adjustment for
income taxes).

        Phar-Mor Interest Coverage Ratio Adjustment Amount.  Means, with
respect to the Phar-Mor Receivables and as of the date of any determination,
the aggregate amount of any reduction of EBIT attributable to any reserve or
write-off, net of recoveries, for doubtful accounts and related collection
expenses directly resulting from the Phar-Mor Bankruptcy; provided, however,
that the aggregate amount of the Phar-Mor Interest Coverage Ratio Adjustment
Amount utilized during the term of this Agreement and the  Existing Credit
Facility shall not exceed $70,000,000 (prior to any adjustment for income
taxes).

        Phar-Mor Net Worth Adjustment Amount.  Means, with respect to the
Phar-Mor Receivables and as of the date of any determination, the aggregate
amount of any reduction in Net Worth directly resulting from the Phar-Mor
Bankruptcy; provided, however, that the amount of the pre-tax income write-off
for purposes of calculating the Phar-Mor Net Worth Adjustment Amount shall not
exceed $70,000,000.

        Phar-Mor Receivables.  Means the remainder of (a) the aggregate amount
of Receivables owed to FoxMeyer Drug Company by Phar-Mor, Inc. as of the end of
business on August 16, 1992, minus (b) as of the date of any determination, the
amounts of such Receivables attributable to any goods returned to FoxMeyer Drug
Company through reclamation; provided, however, that the amount referred to in
clause (a) immediately preceding shall not exceed $75,000,000 in aggregate net
amount (prior to any adjustment for income taxes).

        Plan.  Means all "employee benefit plans" as defined in Section 3(3) of
ERISA with respect to which Borrower or any Consolidated Subsidiary is a party
or bound or with respect to which it has any direct, indirect or contingent
liability, exclusive of any Fox Health Plan.

        Potential Default.  Means the occurrence of any event which, with
notice or lapse of time or both, would become an Event of Default (and, unless
otherwise expressly stated or the context in which such term is used otherwise
indicates, includes an Event of Default), and "potential default" means the
occurrence of any event which, with notice or lapse of time or both, would
become an event of default under the agreement, document or instrument in
question (and, unless otherwise





                                                                              22
<PAGE>   28
expressly stated or the context in which such term is used otherwise indicates,
includes such an event of default).

        Preferred Dividends.  Means, for any period, dividends accrued,
accruing or payable during such period on Preferred Stock of Borrower other
than dividends payable solely in the same capital stock on which such dividends
are payable.

        Preferred Stock.  As applied to any Person, means capital stock of any
class or classes (however designated) which is preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such corporation, over
shares of capital stock of any other class of such corporation.

        Prescribed Forms.  Means such duly executed form(s), statement(s) or
document(s), and in such number of copies, which may, from time to time, be
prescribed by law and which, pursuant to applicable provisions of (a) an income
tax treaty between the U.S. and the country of residence of the Lender
providing the form(s), statement(s) or document(s), (b) the Code, or (c) any
applicable rule or regulation under the Code, permit Borrower to make payments
hereunder for the account of such Lender free of, or at a reduced rate of,
deduction or withholding of income or similar taxes.

        Proposed Tax Adjustment.  Means a written determination provided to Fox
Health, Borrower, or any member of an affiliated group (as defined in Section
1504 of the Code) or other comparable group for state, local or foreign income
or franchise tax purposes of which Borrower is or has been a member, by the IRS
or any other taxing authority in a notice referred to in Section 6212(a) of the
Code or any other notice of similar effect of an adjustment to the taxable
income or tax liability of any such entity or group, which adjustment, if
sustained, could result in a liability of Borrower or any Consolidated
Subsidiary.

        Proposed Tax Liability.  Means an amount of taxes, interest, additions
to tax and penalties for which Fox Health, Borrower or any Consolidated
Subsidiary could be held liable if one or more determinations set forth in a
Proposed Tax Adjustment is ultimately sustained, regardless of whether such
amount has been paid; provided, however, that a Proposed Tax Liability shall
not include any such liability if and to the extent that (i) it is paid in full
(determined with reference to the underlying Proposed Tax Adjustment) within
thirty (30) days after the date of the underlying Proposed Tax Adjustment, and
(ii) such payment is made neither directly nor indirectly from or out of the
assets or income of Borrower or any Consolidated Subsidiary (other than assets
or income of Borrower or any Consolidated Subsidiary paid to Fox Health as
permitted by this Agreement prior to or in anticipation of receipt by Fox
Health of the Proposed Tax Adjustment).  Notwithstanding anything herein to the
contrary, the term "Proposed Tax Liability" shall not include any liability





                                                                              23
<PAGE>   29
pertaining to any taxable period for which the return with respect to Borrower
did not also include the income, assets or other taxable items of Fox Health or
any Subsidiary of Fox Health (other than Borrower and any Consolidated
Subsidiary).

        Proprietary Rights.  Means all patents, copyrights, trademarks,
servicemarks, trade names, trade styles and applications and licenses relating
thereto and rights thereunder.

        Pro Rata Share.  Means, with respect to each Lender, as of the date of
any determination, such Lender's proportionate share of the Aggregate
Commitment.  As of the date hereof, the Pro Rata Share of each Lender as to the
Aggregate Commitment is set forth on Schedule l hereto.

        Push Down Accounting Adjustment.  Means the decrease in stockholders
equity of Borrower and the Consolidated Subsidiaries resulting from the
application under GAAP of purchase accounting to the extent required as a
result of Borrower's becoming a wholly owned Subsidiary of Fox Health in
connection with Fox Health's repurchase of the common stock of Borrower, which
decrease shall not exceed $22,000,000.

        RCRA.  Means the Resource Conservation and Recovery Act of 1976 (42
U.S.C. Section  6901 et seq.) as amended, and all regulations issued pursuant
thereto.

        Receivables.  Means all present and future accounts, accounts
receivable and other rights to payment for goods sold or leased or for services
rendered, whether now existing or hereafter arising, and whether or not such
accounts, accounts receivable or other rights have been earned by performance.

        Receivables Amount.  Means, as of the date of any determination, the
amount of the Receivables of Borrower or any Consolidated Subsidiary arising in
the ordinary course of Borrower's or such Consolidated Subsidiary's (as
applicable) business, net of all related allowances and reserves, as determined
in accordance with GAAP, but shall exclude (to the extent otherwise included
therein):

                 (a)     all Receivables that are not valid and enforceable
        obligations of the account debtor payable in U.S. dollars;

                 (b)     all Receivables unpaid for more than 150 days after
        the invoiced due date for such Receivables (other than Receivables as
        to which a good faith dispute exists with the account debtors beyond
        such 150 day period);

                 (c)     all Receivables as to which Borrower or such
        Consolidated Subsidiary (as applicable) does not have lawful and
        absolute title, subject only to the Revolving Receivables Purchase
        Program or Permitted Liens;





                                                                              24
<PAGE>   30
                 (d)     all Receivables as to which Borrower or such
        Consolidated Subsidiary (as applicable) does not have the full and
        unqualified right (except for the limitations on such right permitted
        by Section 6.2(n)) to assign and grant a security interest therein as
        security for the Obligations;

                 (e)     the Phar-Mor Receivables; and all other Receivables
        owed by account debtors which are not Solvent or which are seeking
        relief, or are the subject of a case or proceeding, under any Debtor
        Relief Laws, except for Receivables owed by Phar-Mor, Inc. (other than
        the Phar-Mor Receivables) arising prior to the effectiveness of the
        plan of reorganization in the Phar-Mor Bankruptcy so long as such
        Receivables satisfy the requirements of Section 6.2(t); and

                 (f)     all Receivables owing by officers or employees of
        Borrower or any Consolidated Subsidiary, or owing by any other Person
        in which any such entity has an equity interest if the amount owed by
        such other Person are not incurred in the ordinary course of business
        and all Receivables owing by an Affiliate of Borrower or any
        Consolidated Subsidiary, to the extent such Receivables exceed
        $1,000,000 in amount at any time outstanding;

provided that, as long as the time of termination of reinvestment by purchasers
under the Revolving Receivables Purchase Program shall not have occurred, the
amount of Receivables outstanding and purchased under the Revolving Receivables
Purchase Program shall be deemed to be included in the Receivables Amount.

        Redeemable Capital Stock.  Means any capital stock that, either by its
terms, by the terms of any security into which it is convertible or
exchangeable or otherwise, is, or upon the happening of an event or passage of
time would be, required to be redeemed or is redeemable at the option of the
holder thereof at any time, or is convertible into or exchangeable for debt
Securities at any time at the option of the holder thereof.

        Register.  Has the meaning set forth in Section 9.6(e).

        Regulation D.  Means Regulation D of the Board of Governors from time
to time in effect and shall include any successor or other regulation relating
to reserve requirements applicable to member banks of the Federal Reserve
System (or its successor).

        Regulation U.  Means Regulation U of the Board of Governors from time
to time in effect and shall include any successor or other regulation hereafter
promulgated by the Board of Governors to replace Regulation U and having
substantially the same function.

        Release Effective Date.  Has the meaning set forth in Section 3.3(d).





                                                                              25
<PAGE>   31
        Reportable Event.  Means any reportable event as defined in Section
4043 of Title IV of ERISA, and as modified by applicable regulations.

        Required Lenders.  Means, as of the date of any determination, Lenders
that hold, in the aggregate, 66-2/3% or more of the sum of the aggregate
principal amount of the Advances then outstanding, or, if no Advances are then
outstanding, Lenders that hold, in the aggregate, 66-2/3% or more of the
Aggregate Commitment.

        Restricted Payments.  Means, with respect to any entity (a) cash
dividends or distributions or any other dividends or distributions on, or in
respect of, any class of capital stock or equity interests of such entity,
except for dividends or distributions made solely in shares of stock or equity
interests of the same class, (b) any and all funds, cash or other payments made
in respect of the retirement, redemption, repurchase or other acquisition of
such stock or equity interests, unless such stock or equity interests shall be
redeemed or acquired through the exchange of such stock or equity interests
with stock or equity interests of the same class, (c) any loan or advance by
such entity to, or other investment by such entity in, the holder of any such
stock or equity interests, and (d) with respect to Borrower or any Operating
Subsidiary, any payment made by Borrower or such Operating Subsidiary to Fox
Health or any Affiliate of Fox Health pursuant to the Tax Sharing Agreement or
any other tax sharing agreement or other similar agreement relating to the
payment of any tax.

        Revolving Receivables Purchase Program.  Means a revolving trade
receivables purchase facility involving assignments of or security interests in
Receivables (and property of account debtors securing such Receivables) under
one or more agreements for limited recourse sales by Borrower and any and all
of the Operating Subsidiaries for cash of such Receivables (and property) or
interests therein, provided that (i) such agreements do not create any interest
in any Asset other than Receivables (and such property), (ii) the aggregate
principal amount paid by the purchasers of Receivables (and property of account
debtors securing such Receivables) or interests therein to be recovered from
Receivables (and such property) shall not exceed at any time outstanding
$200,000,000 and (iii) from and after the time of termination of reinvestment
by purchasers of Receivables or interests therein under such facility (whether
because of an event of termination, Borrower's election or otherwise), there
shall be no Lien on, or other restrictions on payment to Borrower or any of the
Operating Subsidiaries of the collections or other proceeds of, the interest of
Borrower or any of the Operating Subsidiaries in Receivables to the extent
Receivables or an interest therein has not been sold under such facility.

        Schedule.  Means, unless specifically indicated otherwise, schedules
attached to this Agreement.





                                                                              26
<PAGE>   32
        Section.  Means, unless specifically indicated otherwise, sections and
subsections of this Agreement.

        Securities.  Means any and all securities of any type or character,
including, without limitation, (a) capital stock or other equity rights, bonds,
notes or other instruments convertible into capital stock or other equity
interests, and (b) options, warrants or other rights to acquire capital stock
or other equity interests.

        Service Fee Adjustment Amount.  Means, for any period, the service fee
income currently received in cash from customers of Borrower and the
Consolidated Subsidiaries (but only to the extent that such income can, in
accordance with GAAP, be included in interest income but has been included as
an offset to operating expense in the Financial Statements of Borrower and the
Consolidated Subsidiaries) during such period.

        7.09% Note Guaranties.  Means the guaranties, dated as of April 15,
1993, from certain Subsidiaries of Borrower to the purchasers of the 7.09%
Notes pursuant to the 7.09% Note Purchase Agreements.

        7.09% Note Purchase Agreements.  Means the note purchase agreements,
dated as of April 15, 1993, between Borrower and certain financial
institutions, relating to the 7.09% Notes.

        7.09% Notes.  Means Borrower's 7.09% Senior Notes due April 15, 2005,
having an aggregate principal amount of $198,000,000.

        Share Repurchase Net Worth Adjustment.  Means the sum of (a) the
aggregate purchase price paid by Borrower to repurchase its shares of common
stock pursuant to the Tender Offer plus (b) the expenses incurred by Borrower
directly in connection with the Tender Offer, which sum shall not exceed
$25,000,000.

        Solvent.  Means, with respect to any Person as of the date of any
determination, that on such date (a) the assets of such Person at a fair
valuation is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of business, (d) such
Person has not incurred, does not intend to incur, and does not believe that it
will incur debts or liabilities beyond such Person's ability to pay as such
debts and liabilities as they become due or mature, and (e) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's property would constitute unreasonably
small





                                                                              27
<PAGE>   33
capital after giving due consideration to current and anticipated future
capital requirements and current and anticipated future business conduct and
the prevailing practice in the industry in which such Person is engaged.  In
computing the amount of contingent liabilities at any time, such liabilities
shall be computed at the amount which, in light of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

        Stated Rate.  Has the meaning set forth in Section 2.6(d) of this
Agreement.

        Subordinated Debt.  Means unsecured Indebtedness of Borrower (a) in
respect of which Borrower is directly obligated and none of the Operating
Subsidiaries or other Consolidated Subsidiaries is directly, contingently or
otherwise obligated (including by way of a Guaranty), (b) which has a final
maturity and no scheduled redemptions or other payments prior to the expiration
of one year after the Termination Date and (c) which is subordinated in right
of payment to the prior payment of the Obligations of Borrower on terms, and
pursuant to documentation containing other terms (including interest, covenants
and events of default), in form and substance satisfactory to Administrative
Agent in its discretion.

        Subsidiary.  Means, with respect to any Person as of the date of any
determination, any corporation or other entity 50% or more of the voting shares
or other voting equity interests of which is owned, directly or indirectly, by
such Person, and "Subsidiaries" means all of such corporations or other
entities.

        Tax Sharing Agreement.  Means that certain Tax Sharing Agreement, dated
as of November 25, 1992, between Borrower and Fox Health, as in effect on the
date hereof, a copy of which has been delivered to the Administrative Agent
prior to the date hereof, as amended as contemplated by Section 4.1(p) hereof.

        Tender Offer.  Means the tender offer to purchase up to 3,300,000
shares of common stock of Borrower pursuant to which 1,650,000 of such shares
were purchased by each of Borrower and Fox Health on November 25, 1992.

        Termination Date.  Means March 31, 1996.

        Termination Event.  Means (i) with respect to any Plan or Fox Health
Plan, a Reportable Event; (ii) the withdrawal of the Borrower, or any ERISA
Affiliate of the Borrower, from a Multiple Employer Plan which is subject to
Title IV of ERISA during a plan year in which it was a "substantial employer",
as such term is defined in Section 4001(a)(2) of ERISA, the cessation of
operations at a facility in the circumstances described in Section 4062(e) of
ERISA, or the incurrence of liability by the Borrower, or any ERISA Affiliate
of the Borrower, under Section





                                                                              28
<PAGE>   34
4064 of ERISA upon the termination of a Multiple Employer Plan; (iii) providing
notice of intent to terminate a Plan or Fox Health Plan in a "distress
termination" pursuant to Section 4041 of ERISA or the treatment of a plan
amendment as a distress termination under Section 4041 of ERISA; (iv) the
institution of proceedings to terminate a Plan or Fox Health Plan by the PBGC
under Section 4042 of ERISA; (v) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan or Fox Health Plan; (vi) the
occurrence of an event described in Sections 4069, 4070, or 4212(c) of ERISA,
with respect to a Plan or Fox Health Plan; (vii) the failure by the Borrower or
any ERISA Affiliate of Borrower to make a payment to a Plan or Fox Health Plan
required under Section 302(f) of ERISA, or the adoption of an amendment to a
Plan or Fox Health Plan requiring the provision of security to such Plan or Fox
Health Plan pursuant to Section 307 of ERISA; or (viii) with respect to
Borrower or any ERISA Affiliate of Borrower, the incurrence of any Withdrawal
Liability, or with respect to any Plan or Fox Health Plan which is a
Multiemployer Plan, any termination of such Multiemployer Plan, or any such
Multiemployer Plan being insolvent or in reorganization status.

        Tribunal.  Means any Federal, State, municipal or other governmental
department, judicial body, commission, board, bureau, agency or instrumentality
of the U.S. or of any State, commonwealth, country, nation, territory,
possession, county, parish or municipality, whether now or hereafter
constituted or existing, and also means and includes any arbiter or mediator.

        U.S.  Means the United States of America.

        Weirton Liabilities Agreement.  Means the Amended and Restated Weirton
Liabilities Agreement, dated as of June 26, 1990, between Fox Health, NII
Capital Corporation, and National Steel Corporation, as amended by an
Amendment, dated as of July 31, 1991, by and among Fox Health, NII Capital
Corporation, and National Steel Corporation, a copy of which has been delivered
to the Administrative Agent prior to the date hereof.

        Withdrawal Liability.  Means "withdrawal liability" within the meaning
of Part I of Subtitle E of Title IV of ERISA.

        Withholding Taxes.  Has the meaning set forth in Section 2.11(a).

                                   ARTICLE II

                                   THE LOANS

2.1     ADVANCES.

        (a)      Commitments.  Upon the terms and subject to the conditions set
forth in this Agreement, and upon request of


                                                                              29
<PAGE>   35
Borrower as provided herein, each Lender agrees, severally and not jointly, to
make Advances to or for the account of Borrower from the date hereof to the
Termination Date; provided, however, that (i) the aggregate principal amount of
the Advances made by such Lender under this Section 2.1(a) and outstanding may
not at any time exceed such Lender's Commitment and (ii) the aggregate
principal amount of all the Advances made by all Lenders under this Section
2.1(a) and outstanding may not at any time exceed the Aggregate Commitment.
Each Advance shall be made as a part of a borrowing consisting of Advances made
by Lenders in accordance with their respective Pro Rata Shares; provided,
however, that the failure of any Lender to advance its Pro Rata Share of any
such Advance to the extent of its Pro Rata Share shall not in itself relieve
any other Lender of its obligation under this Section 2.1(a) (it being agreed,
however, that no Lender shall be responsible for the failure of any other
Lender to do so).  Prior to the Termination Date, Borrower may borrow, repay
and reborrow under the Facility up to the full amount of the Aggregate
Commitment in accordance with the terms of this Agreement.  Lenders shall not
be required to make any Advances under the Facility after the Termination Date.

        (b)      Notes.  Each Lender's Advances outstanding under its
Commitment shall be evidenced by a promissory note, dated of even date
herewith, executed by Borrower and payable to the order of such Lender, in the
maximum original principal amount of such Lender's Commitment, substantially in
the form of  Exhibit E hereto (as amended, renewed, extended, restated,
replaced, substituted, supplemented or otherwise modified from time to time,
individually, a "Note" and, collectively, the "Notes").

2.2     USE OF PROCEEDS.

        All proceeds of the Loans shall be used solely for working capital
purposes of Borrower and its Consolidated Subsidiaries, provided that a
substantial majority of such proceeds shall be used for working capital
purposes of FoxMeyer Drug Company and Harris Wholesale.  None of the proceeds
of the Loans may be used by Borrower or any Consolidated Subsidiary (i) for the
purpose, whether immediate, incidental or ultimate, of purchasing or carrying
any Margin Stock or of refinancing Indebtedness originally incurred for such
purpose, or (ii) for any purpose which constitutes a violation of, or is
inconsistent with, the regulations of the Board of Governors, including,
without limitation, Regulation G, U or X of the Board of Governors.

2.3     BORROWING AND RELATED PROCEDURES.

        (a)      Loan Request Certificate.  Lenders shall make Advances to
Borrower in accordance with the terms hereof upon receipt by Administrative
Agent of a Loan Request Certificate appropriately completed (which may be by
telecopier or telefax confirmed immediately in writing) and specifying all
information


                                                                              30
<PAGE>   36
called for in the Loan Request Certificate, including, without limitation, the
following information:

                 (i)     the requested amount of such Advance, which amount
        must be equal to $1,000,000, or an integral of $100,000 in excess
        thereof; and

                 (ii)    the requested date of such Advance, which date shall 
        be a Business Day.

Such Loan Request Certificate shall be delivered by Borrower to Administrative
Agent not later than 12:30 P.M., New York, New York time, on the requested date
of the Advance, and the Loan Request Certificate shall be effective and
irrevocable upon receipt thereof by Administrative Agent.

        (b)      Notice to Lenders.  Upon receipt of a Loan Request
Certificate, Administrative Agent shall promptly notify each Lender of the
contents thereof and of such Lender's Pro Rata Share with respect to the
requested Advance.

        (c)      Funding of Advances.  Not later than 3:00 P.M., New York, New
York time, on the funding date set forth in the Loan Request Certificate with
respect to any Advance, each Lender shall, subject to the satisfaction (or
effective waiver) of all applicable conditions precedent, make available its
Pro Rata Share of the requested Advance, in immediately available funds, to
Administrative Agent and, unless Administrative Agent determines that any
applicable condition precedent has not been satisfied, Administrative Agent
shall, not later than 4:00 P.M., New York, New York time on the same date, make
the funds so received from Lenders available to Borrower at such address or at
such other place in New York, New York, as Administrative Agent and such
recipient may mutually agree from time to time.  Unless Administrative Agent
shall have received written notice from a Lender prior to the date of any
requested Advance that such Lender will not make available to Administrative
Agent such Lender's Pro Rata Share of such Advance, Administrative Agent may
assume that such Lender has timely made such share available to Administrative
Agent on the date of such requested Advance and Administrative Agent may (but
shall not be obligated to), in reliance upon such assumption, make available to
Borrower on such date a corresponding amount.  If and to the extent that such
Lender shall not have made its Pro Rata Share thereof available to
Administrative Agent, such Lender and Borrower severally agree to pay to
Administrative Agent, forthwith upon demand, and without premium or penalty,
such corresponding amount, together with interest thereon, for each day from
the date such amount is made available by Administrative Agent to Borrower
until the date such amount is repaid to Administrative Agent at (i) with
respect to Borrower, the interest rate applicable to the subject Loan and (ii)
with respect to such Lender, the Federal Funds Rate.  If (and only if) such
Lender shall repay to Administrative Agent


                                                                              31
<PAGE>   37
such corresponding amount, such amount shall constitute such Lender's share of
the Loan for purposes of this Agreement.

2.4     PRINCIPAL PAYMENT OF ADVANCES.

        Subject to the terms of this Agreement, the unpaid principal amount of
the Advances shall be due and payable in full on the Termination Date.

2.5     PREPAYMENTS OF ADVANCES.

        (a)      Voluntary Prepayments.  Subject to the terms of this
Agreement, Borrower may prepay the Advances in whole or in part at any time and
from time to time by notifying Administrative Agent of the particular Advances
to be prepaid, the amount of such prepayment and the prepayment date; provided,
however, that with respect to partial prepayments of the Advances, the
prepayment of principal must be in an amount equal to $1,000,000 or an integral
multiple of $100,000 in excess thereof.  Unless Borrower expressly informs
Administrative Agent to the contrary prior to or concurrently with any
voluntary prepayment, such prepayment shall be applied first to accrued
interest and then to principal.

        (b)       Existing Credit Facility.  Borrower shall prepay in full the
principal amount of the Loans on each date that Borrower pays or prepays any
principal of Indebtedness under the  Existing Credit Facility other than the
payment of reimbursement obligations in respect of letters of credit issued
thereunder from the proceeds of Indebtedness thereunder.

        (c)      Notice.  Administrative Agent shall, promptly after receiving
any prepayment pursuant to this Section 2.5, notify each Lender of the
principal amount of the Advances held by such Lender which is prepaid, the
prepayment date and, if applicable, the manner of application of the
prepayment.

2.6     INTEREST.

        (a)      Interest Payment Dates.  Interest accrued on the unpaid
principal amount of the Loans outstanding from time to time shall be due and
payable on each Interest Payment Date and on the Termination Date.

        (b)      Interest Rate Prior to Default.  The unpaid principal amounts
of all Loans shall bear interest at the lesser of (A) the Maximum Lawful Rate
or (B) an annual rate equal to the Base Rate.

        (c)      Default Rate.  Notwithstanding any provision to the contrary
contained in this Section 2.6, upon the occurrence and thereafter during the
continuance of an Event of Default, the unpaid principal balance or amount of,
and, to the extent permitted by applicable law, accrued interest on, the
Obligations





                                                                              32
<PAGE>   38
(including, without limitation, the Advances, costs, fees, expenses and
obligations of indemnity) shall bear interest, payable on demand, from the date
of the occurrence and during the continuation of such Event of Default until
the Obligations have been paid, at the Default Rate applicable thereto;
provided, however, that the Obligations other than Loans shall not (unless
otherwise expressly stated herein to the contrary) begin to bear interest until
the amounts thereof are past due and payable.

        (d)      Computation of Interest.  Subject to Section 9.4, interest on
the Obligations shall be calculated on the basis of the actual number of days
elapsed and computed as if each year consisted of 365 or 366 days, as the case
may be.  Such computations shall be made by including the first day but
excluding the last day of the period for which such interest is payable.
Notwithstanding any provision to the contrary contained herein, if at any time
or from time to time the rate of interest determined under Section 2.6(b) or
Section 2.6(c), as applicable, exclusive of limitations with reference to the
Maximum Lawful Rate (the "Stated Rate") would (but for limitations with
reference to the Maximum Lawful Rate) exceed the Maximum Lawful Rate, then any
subsequent reduction in the Stated Rate shall not reduce the rate of interest
payable below the Maximum Lawful Rate until the total amount of interest
accrued on the applicable Loan equals the amount of interest that would have
accrued thereon if the Stated Rate had at all times been in effect.  Each
determination by Administrative Agent with respect to interest on the
Obligations shall be presumed correct.

2.7     FEES.

        Borrower shall pay the following fees in connection with this Agreement:

        (a)      Structuring Fee.  Borrower shall pay to Administrative Agent
for its own account a structuring fee in the amount and on the date set forth
in the Fee Letter.

        (b)      Upfront Fees.  Borrower shall pay to Administration Agent, for
distribution to all Lenders (including Citicorp) in accordance with their
respective Pro Rata Shares of the Aggregate Commitment, on the date of
execution hereof, an upfront fee equal to fifteen hundredths of one percent
(0.15%) of the Aggregate Commitment.

        (c)      Commitment Fee.  Borrower shall pay to Administrative Agent,
for distribution to all Lenders (including Citicorp) in accordance with their
respective Pro Rata Shares of the Aggregate Commitment, on (i) the last day of
each calendar quarter during the term of this Agreement (commencing with the
first of such dates to occur after the date hereof) and (ii) if such date falls
on other than the last day of a calendar quarter, the Termination Date, a
commitment fee on the average daily


                                                                              33
<PAGE>   39
unused portion of the Aggregate Commitments at the rate of one-quarter of one
percent (0.25%) per annum.

        (d)      Computation of Fees.  Subject to Section 9.4, the commitment
fee referred to in Section 2.7(c) shall be calculated on the basis of the
actual number of days elapsed and computed as if each year consisted of 360
days, except when the Maximum Lawful Rate is being charged on all or any
portion of the Obligations, at which time such fee shall be computed as if each
year consisted of 365 or 366 days, as the case may be.  Each determination by
Administrative Agent with respect to fees shall be presumed correct in the
absence of manifest error.

        (e)      Charging Borrower's Account.  In the event Borrower fails to
pay any fee to be paid pursuant to this Section 2.7 on the date the same is due
and payable, Lenders are hereby authorized (but shall not be required) to
advance or to cause to be advanced the amount of such fee upon any one or more
of the Advances to Borrower.

2.8     PROTECTION OF YIELD.

        (a)      Increased Costs. etc.  Subject to Section 9.4, if at any time,
and from time to time, any Lender determines that the adoption, modification or
implementation (after the date hereof) of, or compliance (first required or
requested after the date hereof) with, any applicable law, rule or regulation
regarding taxation (exclusive of any law, rule or regulation imposing taxes on
the overall income or overall gross receipts of such Lender or its Affiliates
or imposing franchise taxes on such Lender or its Affiliates), required levels
of reserves, deposits, insurance or capital (including any allocation of
capital requirements or conditions), or similar requirements applicable to such
Lender or any of its Affiliates, or any interpretation or administration
thereof (after the date hereof) by any governmental authority, central bank or
comparable agency charged with the interpretation, administration or compliance
of or with any of such requirements, has or would have the effect of (i)
increasing such Lender's (or its Affiliate's) costs of making, funding or
maintaining the Loans, the Commitment, the Facility or any part thereof or (ii)
reducing the yield or rate of return of such Lender or its Affiliates on the
Loans, its Commitment, the Facility or any part thereof, to a level below that
which such Lender (or Affiliate) would have achieved but for the adoption,
modification or implementation of, or compliance with, any such requirements,
Borrower shall, within 15 days after request therefor by such Lender, pay to
such Lender such additional amounts as will compensate such Lender for such
increase in costs or reduction in yield or rate of return of such Lender (or
Affiliate).  No failure by any Lender to immediately request payment of any
additional amounts payable under this Section 2.8(a) shall constitute a waiver
of such Lender's right to request payment of such amounts at any subsequent
time.  Each Lender requesting that Borrower pay additional amounts pursuant





                                                                              34
<PAGE>   40
to this Section 2.8(a) shall submit to Borrower and Administrative Agent a
certificate, executed by such Lender, as to such additional amounts, which
certificate shall be presumed correct.  Such certificate shall set forth in
reasonable detail the nature of the occurrence giving rise to such claim for
additional amounts, the additional amounts to be paid to it hereunder, and the
method by which such amounts were determined.  In determining such amounts,
such Lender may use any reasonable averaging and attribution methods. Any
portion of the additional amounts required to be paid under this Section 2.8(a)
remaining unpaid 15 days after the due date thereof shall bear interest at the
Default Rate.  Notwithstanding the foregoing, Borrower shall be obligated to
pay such amounts only if and to the extent that the general circumstances which
have caused such additional amounts to be owing are applicable to Majority
Lenders (or their respective Affiliates).

        (b)      Reasonable Efforts.  Borrower and Lenders shall use reasonable
efforts to avoid or to minimize amounts payable by Borrower pursuant to this
Section 2.8, and Borrower shall, as promptly as practical, notify
Administrative Agent, and each Lender shall, as promptly as practicable, notify
Borrower and Administrative Agent, of the existence of any event or
circumstance of which it is aware which will require the payment by Borrower of
any such amounts; provided, however, that the failure to give any such prompt
notification shall not result in any liability to such Lender and shall not
affect the rights of Lenders or the obligations of Borrower hereunder;
provided, further, however, that Borrower shall not be obligated to pay any
additional amount to any Lender pursuant to this Section 2.8 unless request is
made for payment of such additional amount within one year after such Lender
became aware that such additional amount was owing by Borrower.  Such
reasonable efforts shall include, without limitation, the designation of a
different lending office if such designation would not, in the reasonable
judgment of the affected Lender, be disadvantageous to such Lender.

        2.9      MANNER AND APPLICATION OF PAYMENT.

        (a)      Manner of Payment.  All payments by Borrower shall be made,
without setoff, counterclaim or deduction of any kind except as may be
permitted by Section 2.11(a), to Administrative Agent (for the account of
Administrative Agent or Lenders, as appropriate) at Citibank, 399 Park Avenue,
New York, New York  10043, not later than 11:00 A.M., New York, New York time,
on the date due, and shall be payable in lawful currency of the U.S. in
immediately available funds.  Administrative Agent will promptly (and if such
payment is received by Administrative Agent by 11:00 A.M., and otherwise if
feasible, on the same Business Day) distribute to each Lender its Pro Rata
Share (based upon the Loans to which such payment relates) of each such payment
received by Administrative Agent for the account of Lenders.  Upon
Administrative Agent's acceptance of an Assignment and





                                                                              35
<PAGE>   41
Acceptance and recording of the information contained therein in the Register
pursuant to Section 9.6, from and after the effective date of such Assignment
and Acceptance Administrative Agent shall make all payments under this
Agreement with respect to the interest assigned thereby to Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall, directly
between themselves, make all appropriate adjustments in such payments for
periods prior to such effective date.  Whenever any payment with respect to
Loans or of any fees or expenses shall be due on a date which is not a Business
Day, the date for payment thereof shall be extended to the next succeeding
Business Day.  If the date for any payment of principal is extended, interest
shall accrue and be payable by Borrower with respect to such extension.

        (b)      Application of Payments.   Except as provided in Section 2.5,
all payments on the Loans and other Obligations shall be applied to payment of
the Loans and Obligations being paid in the following manner:  (i) first,
against the interest accrued and unpaid on the Loans or Obligations as of the
date of such payments; (ii) second, against the principal of the Loans; and
(iii) third, against the remaining Obligations in any manner Administrative
Agent shall, in its discretion, determine.

        2.10     TERMINATION AND REDUCTION.

        (a)      Automatic Termination and Reduction.  The Aggregate Commitment
shall automatically terminate on the Termination Date.

        (b)      Voluntary Termination or Reduction.  Upon at least three
Business Days' prior notice to Administrative Agent, Borrower may at any time
in whole permanently terminate, or from time to time in part permanently
reduce, the Aggregate Commitment; provided, however, that (i) each partial
reduction of the Aggregate Commitment shall be in an amount equal to $5,000,000
or an integral multiple of $1,000,000 in excess thereof and (ii) the Aggregate
Commitment may not be reduced (or terminated) pursuant to this Section 2.10(b)
to an amount that is less than the aggregate principal amount of the Loans then
outstanding.  Once so terminated or reduced, the Aggregate Commitment may not
thereafter be increased by Borrower.

        (c)      Allocation of Reduction of Commitments.  Each reduction in the
Aggregate Commitment shall be made ratably among Lenders in accordance with
their respective Pro Rata Shares of the Commitments.

2.11    TAXES; EXMPTION FROM U.S. WITHHOLDING, ETC.

        (a)      Withholding Taxes.  With respect to payments to be made under
this Agreement and the Notes to any Lender organized under the laws of a
jurisdiction outside of the U.S., Borrower or Administrative Agent may withhold
from such payments which are





                                                                              36
<PAGE>   42
subject to withholding taxes under Sections 1441(a) or 1442(a) of the Code (or
any successor provision) at the applicable statutory rate ("Withholding
Taxes"); provided, however, that Borrower and Administrative Agent shall not
withhold or shall withhold at a rate reduced by an applicable tax treaty if
such Lender timely provides Administrative Agent and Borrower with properly
executed Prescribed Forms indicating that such payments either are not subject
to Withholding Taxes or are subject to such taxes at a rate reduced by an
applicable tax treaty; provided, further, that any amounts required to be
withheld pursuant to Sections 1441(a) or 1442(a) of the Code or any successor
provision (as modified by any applicable tax treaty) shall not be treated as
Withholding Taxes (and shall be treated as Other Taxes) (i) to the extent such
amount exceeds the tax that would have been required to have been withheld
using the withholding rate applicable to the Lender at the later of the date
hereof or the time such person became a Lender (giving effect to any reduced
rate of withholding in effect at the later of the Reinstatement Date or the
time such Person became a Lender, if such Person supplies the Prescribed Forms
indicating entitlement to such rate) and (ii) if the Lender so notifies
Borrower within one year after such Lender became aware thereof.

        (b)      Other Taxes.  Borrower agrees to and shall pay any and all
present or future stamp, documentary, excise, property and other taxes, charges
or similar levies now or hereafter imposed (excluding only taxes imposed on the
overall net income or overall gross receipts of Administrative Agent or a
Lender, franchise taxes imposed on Administrative Agent or a Lender, or any
Affiliate thereof, and Withholding Taxes), which arise from any payment made
under this Agreement or the other Loan Papers or from the execution, delivery
or registration of, or otherwise with respect to, this Agreement or the other
Loan Papers (hereinafter referred to as "Other Taxes").  Borrower shall
indemnify Administrative Agent and each Lender for the full amount of Other
Taxes (plus any taxes including, without limitation, any income or franchise
taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.11(b)) paid by Administrative Agent or such Lender (as the case may
be) and all liabilities (including penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto, whether or not such taxes
were correctly or legally asserted.  Such indemnification shall be made by
Borrower within 15 days from the date Administrative Agent or such Lender (as
the case may be) makes request therefor and provides Borrower with a receipt
evidencing payment thereof.

        (c)      Additional Amounts Payable by Borrower.  If Borrower shall be
required by law to deduct any amount in respect of Other Taxes from or in
respect of any sum payable under this Agreement or under any Note to
Administrative Agent or any Lender, (i) the sum payable by Borrower shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under





                                                                              37
<PAGE>   43
this Section 2.11) Administrative Agent or such Lender (as the case may be)
receives an amount equal to the amount it would have received had no such
deductions been made, (ii) Borrower shall make such deductions and (iii)
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law.

        (d)      Tax Receipts; Refunds.  Within 30 days after the date of any
payment of Other Taxes by or at the direction of Borrower, Borrower will
furnish to Administrative Agent the original or a certified copy of a receipt
evidencing payment thereof. In the event that (i) Administrative Agent or any
Lender ever receives any refund, credit or deduction from any taxing authority
to which Administrative Agent or such Lender would not be entitled but for the
payment by Borrower of Other Taxes as required by this Section 2.11 (it being
understood that the decision as to whether or not to claim, and if claimed, as
to the amount of any such refund, credit or deduction shall be made by
Administrative Agent or such Lender in its sole discretion) and (ii)
Administrative Agent or such Lender (as the case may be) determines that such
refund, credit or deduction relates to such payment by Borrower of Other Taxes,
then Administrative Agent or such Lender (as the case may be) thereupon shall
repay to Borrower an amount with respect to such refund, credit or deduction
equal to (A) any net reduction in taxes actually obtained by Administrative
Agent or such Lender and determined by Administrative Agent or such Lender to
be attributable to such refund, credit or deduction less (B) all reasonable
expenses of Administrative Agent or such Lender attributable to such refund,
credit or deduction.  Administrative Agent and Lenders shall not be obligated,
in connection with any term or provision of this Section 2.11, to allow
Borrower to obtain copies of or to review any tax returns or books or records
of Administrative Agent or any Lender.

        (e)      Change of Lending Office.  Any Lender claiming any additional
amounts payable pursuant to this Section 2.11 for Other Taxes shall use its
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its lending office, if
the making of such a change would avoid the need for, or reduce the amount of,
any such additional amounts which may thereafter accrue and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender.

        (f)      Other Reasonable Efforts.  In addition to any actions
contemplated by Sections 2.11(d) and 2.11(e), Administrative Agent and each
Lender agrees that (i) it will take all other reasonable actions by all usual
means to avoid or to minimize amounts payable by Borrower under this Section
2.11; provided, however, that Administrative Agent and Lenders shall not be
obligated by reason of this Section 2.11 to contest the payment of any
Withholding Taxes or Other Taxes or to disclose any information regarding its
tax affairs or tax computations or





                                                                              38
<PAGE>   44
reorder its tax or other affairs or tax or other planning.  Notwithstanding
anything to the contrary in this Section 2.11, in no event shall Borrower ever
be obligated to pay penalties assessed or interest on such penalties applicable
to past due Other Taxes if and to the extent that such penalties or interest on
such penalties are due to Administrative Agent's or such Lender's (as the case
may be) failure to comply with applicable laws.

                                  ARTICLE III

                                   GUARANTIES

3.1     GUARANTY AGREEMENTS.

        To guaranty and otherwise ensure full and complete payment and
performance of the Obligations, each Operating Subsidiary shall, and Borrower
shall cause each Consolidated Subsidiary to, execute and deliver to
Administrative Agent, on behalf of Lenders, concurrently with the execution and
delivery of this Agreement, a Guaranty Agreement, guaranteeing full and
complete payment and performance of the Obligations.

3.2     NEW CONSOLIDATED SUBSIDIARIES.

        Borrower shall, promptly after the occurrence of such creation or
acquisition, notify Administrative Agent of the creation or acquisition of any
Consolidated Subsidiary that is not identified as such on Schedule 2 hereto and
also shall, promptly thereafter, cause each such Consolidated Subsidiary to
execute and deliver to Administrative Agent, on behalf of Lenders to guaranty
and otherwise ensure payment and performance of the Obligations, a Guaranty
Agreement and such other related agreements, documents, instruments and
certificates as Administrative Agent may from time to time reasonably request,
all in form and substance satisfactory to Administrative Agent.

3.3     REQUESTED CONSENT AND RELEASE.

        (a)      Borrower hereby requests that Lenders waive the provisions of
Sections 6.1(i), 6.1(l), 6.2(b), 6.2(j), 6.2(k), 6.2(l), 6.2(n) and 6.2(q) to
permit the following transactions (the "CareStream Transactions"):

                 (i)     a dividend to Fox Health of $5,000,000 in book value
        of the capital stock of Health Care Pharmacy Providers, Inc. and the
        contribution by Fox Health of such capital stock to New CareStream;

                 (ii)    the creation of a wholly owned Subsidiary of Borrower
        ("CareStream Holdings") to hold all of the capital stock of HealthCare
        Connect, Inc. and its Subsidiaries, OmNex Health, Inc., NexCare, Inc.,
        Scrip Card Enterprises, Inc. and US HealthData Interchange,





                                                                              39
<PAGE>   45
        Inc., including the balance of the capital stock of Health Care
        Pharmacy Providers, Inc. but excluding all shares of capital stock of
        FoxMeyer Canada owned by Health Care Pharmacy Providers, Inc., the
        assets purchased by Borrower and/or FoxMeyer Drug Company from the
        Chapter 11 estate of Synercom Healthcare Systems, Inc. on or about
        February 8, 1995, and the assets used as of the Release Effective Date
        in the operation of the DataNet division of Borrower and/or FoxMeyer
        Drug Company, and the contribution of such capital stock and assets to
        CareStream Holdings; and

                 (iii)   the sale by CareStream Holdings of the CareStream
        Operations to Fox Health for a consideration equal to (A) the amount of
        Borrower's consolidated investment in the CareStream Operations from
        March 31, 1993 to the date of such sale (which investment aggregated
        $19,983,000 from March 31, 1993 through March 31, 1995) less $5,000,000
        (representing the amount of the dividend described in paragraph (i)
        above), which amount shall be evidenced by the CareStream Note, which
        shall be payable on the earlier of (1) the date of consummation of any
        public or private offering of shares of capital stock of New CareStream
        or any other transaction (whether sale of stock or assets, merger or
        other business combination) in which funds are received by Fox Health
        or any of its Subsidiaries (including without limitation New
        CareStream) in respect of the sale or other disposition of the
        CareStream Operations (or any interest therein) or (2) one year from
        the date of the CareStream Note, which note shall be secured by a first
        priority pledge and security interest in the capital stock and assets
        distributed or sold to Fox Health as part of the CareStream
        Transactions and (B) the CareStream Indemnity.

        (b)      In order to induce Lenders to provide such waiver, Borrower
hereby represents, warrants and covenants as follows:

                 (i)     The CareStream Transactions are correctly described in
        clause (a) above and the memoranda dated October 3, 1995 and October
        13, 1995 (collectively, the "Transaction Description"), from Borrower.
        The Transaction Description does not omit any statement of a material
        fact necessary to make the statements contained therein or herein not
        misleading.

                 (ii)    The principal amount of the CareStream Note will be
        not less than the actual amount of all loans, advances, capital
        contributions and other investments made by Borrower and its
        Consolidated Subsidiaries in the CareStream Operations after March 31,
        1993, less $5,000,000.  After giving effect to the CareStream
        Transactions, (A) the maximum aggregate amount of





                                                                              40
<PAGE>   46
        (1) obligations of Borrower and the Consolidated Subsidiaries to pay
        the deferred or contingent purchase prices for the CareStream
        Operations and (2) all Guaranties and other contingent obligations of
        Borrower and the Consolidated Subsidiaries for financing of the
        CareStream Operations shall not exceed $5,000,000, and shall be fully
        assumed and indemnified against by Fox Health pursuant to the
        CareStream Indemnity, and (B) neither Borrower or any Consolidated
        Subsidiary will have any other liabilities or obligations to, or any
        agreement to provide financial support for, the CareStream Operations.

                 (iii)   The consummation of the CareStream Transactions will
        not, and Borrower hereby agrees that the consummation of the CareStream
        Transactions shall not, violate the terms of, or give rise to a default
        under, the 7.09% Notes, the 7.09% Note Guaranties or the 7.09% Note
        Purchase Agreements, the agreements and instruments evidencing the
        Revolving Receivables Purchase Program, the  Existing Credit Facility
        or any other material agreement, any law, rule or regulation, or any
        order, writ, judgment, injunction, decree, determination or award, to
        which Borrower or any Consolidated Subsidiary is a party or by which it
        or any of its material Assets are bound or affected.  None of the
        CareStream Transactions will have a Material Adverse Effect.

                 (iv)    After giving effect to the CareStream Transactions,
        Borrower and each of the Operating Subsidiaries will be Solvent, both
        as a separate corporate entity and on a consolidated basis with its
        Subsidiaries.

        (c)      On the basis of the representations and warranties in this
Section 3.3 and subject to clause (d) below, Lenders agree (i) to waive the
provisions of this Agreement set forth in clause (a) above insofar as may be
required to effect the CareStream Transactions and (ii) to release and
terminate the Guaranty Agreements of the following Guarantors:  Healthcare
Connect, Inc., OmNex Health, Inc., Health Care Pharmacy Providers, Inc.,
NexCare, Inc., Scrip Card Enterprises, Inc. and US HealthData Interchange,
Inc.; provided that the release contemplated by this clause (c) shall not
become effective if a Potential Default or an Event of Default shall have
occurred and be continuing.

        (d)      The waiver provided in clause (c) above shall be effective,
and Administrative Agent shall be authorized to release and terminate the
Guaranty Agreements of the Consolidated Subsidiaries named in clause (c) above,
upon satisfaction of the following, in a manner acceptable to Administrative
Agent, on or





                                                                              41
<PAGE>   47
before May 31, 1996 (the date of effectiveness herein called the "Release
Effective Date"):

                 (i)     Borrower shall provide Administrative Agent with at
        least five Business Days' notice of the proposed consummation of the
        CareStream Transactions, which notice shall include copies of the
        proposed CareStream Note, CareStream Pledge Agreement and CareStream
        Indemnity (collectively, the "CareStream Transaction Documents"), and
        the CareStream Transaction Documents shall be in form and substance
        satisfactory to Administrative Agent.  The CareStream Transactions
        shall be consummated as contemplated by this Section 3.3, and all
        proceedings taken in connection with the CareStream Transactions shall
        be satisfactory to Administrative Agent and its counsel.

                 (ii)    Borrower and CareStream Holdings shall have received
        the CareStream Note, the CareStream Pledge Agreement and the CareStream
        Indemnity, duly executed by Fox Health, together with certificates
        representing all of the capital stock required to be pledged pursuant
        thereto and related stock powers duly endorsed in blank.

                 (iii)   Administrative Agent shall have received evidence that
        all Intercompany Notes of Health Care Pharmacy Providers, Inc. and the
        other Subsidiaries of CareStream Holdings shall be repaid in full or
        contributed to capital and included in the principal amount of the
        CareStream Note.

                 (iv)    Administrative Agent shall have received an opinion of
        Weil, Gotshal & Manges, counsel to Borrower and the Operating
        Subsidiaries, in form and substance satisfactory to Administrative
        Agent, (A) that the CareStream Transaction Documents have been duly
        authorized, executed and delivered by Fox Health and New CareStream and
        constitute the legal, valid and binding obligations of Fox Health and
        New CareStream, enforceable in accordance with their respective terms
        (subject as to enforcement of remedies to any applicable bankruptcy,
        reorganization, moratorium, or similar laws or principles of equity
        affecting enforcement of creditors' rights generally), (B) that the
        execution, delivery and performance of the CareStream Transaction
        Documents do not violate the terms of, or give rise to a default under,
        the 7.09% Notes, the 7.09% Note Guaranties or the 7.09% Note Purchase
        Agreements, the agreements and instruments evidencing the Revolving
        Receivables Purchase Program or the  Existing Credit Facility, any law,
        rule or regulation, or any order, writ, judgment, injunction, decree or
        determination or award, to which Borrower or any Consolidated
        Subsidiary is a party or by which it or any of its material Assets are
        bound or affected,





                                                                              42
<PAGE>   48
        (C) that the CareStream Pledge Agreement creates a valid and
        enforceable pledge of and security interest in the capital stock and
        assets intended to be subject thereto, and (D) as to such other matters
        as Administrative Agent deems appropriate.

                 (v)     Before and after giving effect to the CareStream
        Transactions, the representations and warranties provided in Article V
        shall be true and correct on the Release Effective Date as if made on
        such date (except to the extent that such representations and
        warranties are expressly by their terms made only as of a date other
        than the date hereof), and no Potential Default or Event of Default
        shall have occurred or be continuing on the Release Effective Date.

                 (vi)    Borrower shall have paid all fees and expenses payable
        by Borrower under the Loan Papers on or before the Release Effective
        Date.

                 (vii)   Administrative Agent shall have received such other
        documents, instruments, certificates and opinions as it shall deem
        necessary or appropriate in connection with the waiver contemplated by
        this clause (d) and the transactions contemplated thereby.

                 (viii)  Administrative Agent shall have received a certificate
        from a Financial Officer of Borrower certifying the satisfaction of the
        conditions precedent set forth in this clause (d).

        (e)      Borrower acknowledges and agrees that the foregoing waiver
shall extend only to the requirements of this Agreement to the limited extent
expressly provided herein and shall not extend to any other or additional state
of facts or circumstances or any other covenant, obligation, representation or
warranty of any party to this Agreement or the other Loan Papers.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

4.1     INITIAL LOANS.

        The obligations of Lenders to make the initial Loan shall be subject to
the prior satisfaction of each of the following conditions precedent:

        (a)      Notes.  The Notes shall have been duly executed by Borrower
and delivered to Administrative Agent.

        (b)      Guaranty Agreements.  The Guaranty Agreements shall have been
duly executed by each of the Operating





                                                                              43
<PAGE>   49
Subsidiaries and the other Consolidated Subsidiaries and delivered to
Administrative Agent.

        (c)      Corporate Certificate.  A Corporate Certificate in the form of
Exhibit F hereto, appropriately completed, shall have been duly executed by
each of Borrower, the Operating Subsidiaries and the other Consolidated
Subsidiaries and certain of its officers, as indicated therein, and delivered
to Administrative Agent, and the resolutions of the Board of Directors of such
corporation, the Certificate or Articles of Incorporation of such corporation
and the Bylaws of such corporation attached thereto shall be in form and
substance reasonably satisfactory to Administrative Agent.

        (d)      Good Standing and Authority.  Certificates of the appropriate
governmental offices of each jurisdiction in which Borrower or any Operating
Subsidiary is incorporated and of each other jurisdiction in which Borrower or
any Operating Subsidiary transacts business and is required to qualify as a
foreign corporation and where the failure to so qualify could reasonably be
expected to cause a Material Adverse Effect, each dated no later than August 1,
1995, to the effect that Borrower or such Operating Subsidiary is in existence,
in good standing with respect to the payment of franchise and similar taxes and
duly qualified to transact business in such jurisdictions, shall have been
delivered to Administrative Agent.

        (e)      Opinions of Counsel.  (i) A legal opinion of Weil, Gotshal &
Manges, and other counsel reasonably acceptable to Administrative Agent as to
matters relating to Kansas law, as counsel for Borrower and Consolidated
Subsidiaries, substantially in the forms of  Exhibit G attached hereto shall
have been duly executed by such counsel and delivered to Administrative Agent,
and (ii) a favorable legal opinion of Gibson, Dunn & Crutcher, counsel to
Administrative Agent, in form and substance satisfactory to Administrative
Agent, shall have been duly executed by such counsel and delivered to
Administrative Agent.

        (f)      UCC and Lien Searches.  Searches of Borrower's and each
Operating Subsidiary's State of incorporation, the States where Borrower's and
each Operating Subsidiary's chief executive office is located and all other
States that the Administrative Agent may request, setting forth all UCC
filings, financing statements and other Lien filings against Borrower or any
Operating Subsidiary, shall have been delivered to Administrative Agent, which
searches shall confirm that the Assets of Borrower and Operating Subsidiaries
are free and clear of all Liens other than Permitted Liens, if any.

        (g)      Cash Flow Projections and Financial Statements.  Consolidated
cash flow projections of Borrower and its Consolidated Subsidiaries and
projected balance sheets and statements of operations of Borrower and its
Consolidated Subsidiaries for the two year period commencing with fiscal year





                                                                              44
<PAGE>   50
1996, together with unaudited consolidating balance sheets and statements of
operations for FoxMeyer Drug Company, Harris Wholesale, and the other
Consolidated Subsidiaries as of September 30, 1995 and for the six months then
ended, shall have been delivered to the Administrative Agent, which
projections, balance sheets and statements shall be certified by a Financial
Officer of Borrower and, with respect to the balance sheets and statements of
each Operating Subsidiary, such Operating Subsidiary and shall reflect, to the
satisfaction of Administrative Agent, that, both before and after giving effect
to the transactions contemplated by this Agreement (and assuming funding of the
Loans in an amount equal to the maximum Aggregate Commitment), each of Borrower
and each Operating Subsidiary is, both as a separate corporate entity and on a
consolidated basis with its Subsidiaries, Solvent.

        (h)      Solvency Certificate.  A Solvency Certificate in the form of
Exhibit H hereto, appropriately completed, shall have been delivered to
Administrative Agent, which Solvency Certificate shall have been executed by a
Financial Officer of Borrower and each Operating Subsidiary and shall reflect,
to the satisfaction of Administrative Agent, that (A) both before and after
giving effect to the transactions contemplated by this Agreement (and assuming
funding of the Loans in an amount equal to the maximum Aggregate Commitment),
each of Borrower and each Operating Subsidiary is, both as a separate corporate
entity and on a consolidated basis with its Subsidiaries, Solvent and (B) there
has not occurred any material adverse change in the Net Worth of Borrower or
any Operating Subsidiary since the date of the balance sheets of such
corporations as of March 31, 1995.

        (i)      Field  Examination; Borrowing Base.  Administrative Agent
shall have completed and be satisfied with the results of a review and
examination of the Inventory and Receivables, and related systems, of Borrower
and the Consolidated Subsidiaries, including without limitation a verification
of the amounts of Inventory and Receivables in the financial statements of
Borrower and the Consolidated Subsidiaries, and Administrative Agent shall have
received a certificate setting forth the calculation of the ratio set forth in
Section 6.2(d) as of September 30, 1995.

        (j)      Fees.  All fees required to have been paid by Borrower
pursuant to Section 2.7 shall have been paid (to the extent then due).

        (k)      Insurance, etc.  Borrower and each Consolidated Subsidiary
shall have obtained and shall maintain insurance and indemnification rights as
required pursuant to Section 6.1(c).

        (l)      No Material Adverse Effect.  There shall not have occurred any
event or events and there shall not exist any circumstance or circumstances
which, individually or collectively, could reasonably be expected to cause a
Material Adverse Effect.





                                                                              45
<PAGE>   51
        (m)      No Litigation, etc.  There are no investigations, actions,
suits or proceedings pending or threatened in or before any Tribunal that could
reasonably be expected to cause a Material Adverse Effect.

        (n)      Intercompany Notes.  Administrative Agent shall have received
a certified copy of each of the Intercompany Notes, which promissory notes
shall be in form and substance reasonably satisfactory to Administrative Agent.

        (o)      No Default.  As of the date of the initial Loan, no Potential
Default or Event of Default shall exist.

        (p)      Amendments to Prior Agreements.  Borrower shall cause the
amendment of the Fox Health Loan Agreement and each of the Intercompany Notes
to reflect the execution of this Agreement, including such references in
Sections 5.4(c), 6.2 and 8.5 of the Fox Health Loan Agreement.

        (q)      Proceedings Satisfactory.  All proceedings taken in connection
with the transactions contemplated by the Loan Papers shall be reasonably
satisfactory to Administrative Agent, all Loan Papers shall be in form and
substance reasonably satisfactory to Administrative Agent and all legal matters
incident to this Agreement and the other Loan Papers and the transactions
contemplated by the Loan Papers shall be reasonably satisfactory to counsel to
Administrative Agent.

        (r)      Closing Certificate.  A Closing Certificate in the form of
Exhibit I hereto, appropriately completed, shall have been executed by Borrower
and Operating Subsidiaries and certain of their officers, as indicated therein,
and delivered to Administrative Agent, which certificate shall certify to the
satisfaction of the conditions precedent set forth in this Section 4.1.

4.2     ALL LOANS.

        The obligations of Lenders to make any Loans (including the initial
Loan) shall be subject to the prior satisfaction of each of the additional
following conditions precedent:

        (a)      No Default.  As of the date of the making of such Loan and
after giving effect thereto, no Potential Default or Event of Default then
exists or would exist.

        (b)      Representations and Warranties.  The representations and
warranties contained in the Loan Papers (including, without limitation, those
contained in Article V hereof and those relating to the information disclosed
on Schedule 2 hereto) shall be true and correct in all material respects on the
date of the making of such Loan with the same force and effect as though made
on and as of such date, except to





                                                                              46
<PAGE>   52
the extent that such representations or warranties are expressly by their terms
made only as of another specific date.

        (c)      Covenants and Agreements.  All covenants and agreements to
have been complied with and performed by Borrower or any Consolidated
Subsidiary on or prior to the making of such Loan shall have been fully
complied with and performed.

        (d)      Loan Request Certificate.  With respect to any Advance, the
Loan Request Certificate relating thereto, appropriately completed and executed
by Borrower and in form and substance satisfactory to Administrative Agent,
shall have been delivered to Administrative Agent.

        (e)       Existing Credit Facility.  As of the date of the making of
such Loan and after giving effect thereto, the aggregate amount of the Loans
(as defined in the  Existing Credit Facility) then outstanding and the Letter
of Credit Outstandings (as defined in the  Existing Credit Agreement) shall
equal $295,000,000 (or such lesser portion of the $295,000,000 aggregate
commitment under the  Existing Credit Agreement as may be outstanding
consistent with the requirements thereof for borrowings in minimum
determinations).

        (f)      Additional Items.  Such additional agreements, documents,
instruments and certificates as Administrative Agent, Lenders or counsel to
Administrative Agent may reasonably request to ensure or evidence compliance
with this Agreement shall have been delivered to Administrative Agent.

4.3     REPRESENTATION AND WARRANTY.

        Each request for an Advance shall constitute a representation and
warranty by Borrower and Operating Subsidiaries to Administrative Agent and
Lenders that all conditions precedent in this Article IV applicable thereto
have been satisfied in full.

4.4     DETERMINATIONS REGARDING CONDITIONS PRECEDENT.

        Except as may be expressly stated in this Article IV to the contrary,
all determinations of compliance with applicable conditions precedent shall be
made by Administrative Agent in good faith.  If and to the extent that any
Lender shall, in accordance with this Article IV, have the right to make or be
involved in any such determination, such Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each agreement,
document, instrument or certificate or other matter to be consented to,
approved or accepted or satisfactory to such Lender unless (a) an officer of
Administrative Agent responsible for the administration of this Agreement and
holding the position of Vice President or higher shall have received notice
from such Lender, prior to the relevant time and date,specifying its objection
thereto and (b) such objection shall not





                                                                              47
<PAGE>   53
have been withdrawn by verbal or written notice to Administrative Agent.  To
the extent that any condition precedent contained in Sections 4.1 or 4.2
involves a matter that is to be determined expressly based upon the
satisfaction of or acceptability to Administrative Agent, Majority Lenders,
Required Lenders or Lenders, such condition precedent shall, to such extent
(and only to such extent), be deemed satisfied if Administrative Agent and
Lenders make the requested Advance to which such condition precedent relates.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

        Borrower hereby represents and warrants to Administrative Agent and
Lenders, and each Operating Subsidiary, as to matters relating to such
Operating Subsidiary, hereby represents and warrants to Administrative Agent
and Lenders, as follows:

5.1     ORGANIZATION, STANDING, QUALIFICATION.

        Each of Borrower and its Consolidated Subsidiaries (a) is a corporation
duly organized, validly existing and in good standing under the laws of its
State of incorporation, (b) has all requisite power, corporate or otherwise, to
conduct its business and to execute and deliver, and perform its obligations
under, the Loan Papers, and (c) is duly qualified to transact business as a
foreign corporation in each jurisdiction when the nature of its Assets or the
conduct of its business requires such qualification and where the failure to so
qualify could reasonably be expected to cause a Material Adverse Effect.

5.2     AUTHORIZATION, ENFORCEABILITY, ETC.

        (a)      The execution, delivery and performance by Borrower and
Consolidated Subsidiaries of the Loan Papers have been duly authorized by all
necessary corporate action and do not and will not (i) violate any provision of
any material agreement, law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect to which
Borrower or any Consolidated Subsidiary is a party or by which it or any of its
material Assets are bound or affected, (ii) result in, or require the creation
or imposition of, any Lien (other than a Permitted Lien) upon or with respect
to any Asset owned by Borrower or any Consolidated Subsidiary, or (iii) except
as may be disclosed on Schedule 2, result in a breach of, or constitute a
default by Borrower or any Consolidated Subsidiary under, any indenture, loan
or credit agreement or any other material contract, agreement, document or
instrument to which it is a party or by which it or any of its Assets are bound
or affected.

        (b)      No approval, authorization, order, license, permit, franchise
or consent of or registration, declaration, qualification or filing, and no
lapse of a waiting period or lack





                                                                              48
<PAGE>   54
of objection, with or from any Tribunal or other Person is required in
connection with the execution, delivery and performance by Borrower or any
Consolidated Subsidiary of any Loan Papers to which it is a party or by which
it or any of its Assets are bound or affected, except for approvals,
authorizations, orders, licenses, permits, franchises, consents,
representations, declarations, qualifications and filings which have been duly
obtained, taken, given or made and are in full force and effect.

        (c)      This Agreement has been duly executed and delivered by
Borrower and Operating Subsidiaries, and constitutes legal, valid and binding
obligations of Borrower and Operating Subsidiaries, enforceable against
Borrower and Operating Subsidiaries in accordance with its terms, subject to
applicable Debtor Relief Laws.  The other Loan Papers to which Borrower or any
Consolidated Subsidiary is a party, when duly executed and delivered by
Borrower or such Consolidated Subsidiary, will constitute legal, valid and
binding obligations of Borrower or such Consolidated Subsidiary, as the case
may be, enforceable against Borrower or such Consolidated Subsidiary in
accordance with their respective terms, subject to applicable Debtor Relief
Laws.

5.3     FINANCIAL STATEMENTS AND BUSINESS CONDITION.

        Borrower's Financial Statements (including the Base Financial
Statements) were and, when delivered pursuant to Section 6.3, will be prepared
in accordance with GAAP and fairly present the consolidated and consolidating
financial conditions and results of operations of Borrower and its Consolidated
Subsidiaries as of, and for the fiscal year (or portion thereof, as the case
may be) ended or ending on, the date(s) thereof, subject to Year-End
adjustments (if applicable).  There were and will be no material liabilities,
direct or indirect, fixed or contingent, of Borrower or any Consolidated
Subsidiary as of the dates of Borrower's Financial Statements (including the
Base Financial Statements) which are not or will not be reflected therein or in
the notes thereto or which otherwise have not been disclosed to Administrative
Agent and Lenders in Schedule 2.  There has not occurred any material adverse
change in the financial condition of Borrower or any Consolidated Subsidiary
from the financial condition shown in the Base Financial Statements, and
neither Borrower nor any Consolidated Subsidiary has incurred any material
liability, direct or indirect, fixed or contingent except in the ordinary
course of its business as currently conducted.  No event or events have
occurred, and no circumstance or circumstances exist, which, individually or
collectively, has or have a Material Adverse Effect.

5.4     FILING OF TAX RETURNS.

        Each of Fox Health, Borrower and the Consolidated Subsidiaries has
properly and timely filed all material tax





                                                                              49
<PAGE>   55
returns required to have been filed in accordance with applicable law.  All
such returns are correct and complete in all material respects.  All taxes
shown to be due and payable on such returns, including interest, penalties and
additions to tax, and all other taxes which are payable by any thereof, to the
extent the same have become due and payable, have been paid.  Borrower and
Operating Subsidiaries are not aware of any Proposed Tax Liability of
$20,000,000 or more in the aggregate.  All tax liabilities of each of Fox
Health, Borrower and the Consolidated Subsidiaries are adequately provided for
in accordance with GAAP.  No income tax liability of Fox Health, Borrower or
any Consolidated Subsidiary has been asserted by the Internal Revenue Service
for taxes in excess of those already paid, except as is being contested by such
taxpayer in good faith consistent with the requirements therefor set forth in
Section 6.l(d).  The Tax Sharing Agreement is a legal, valid and binding
obligation of Fox Health and Borrower, enforceable against Fox Health and
Borrower in accordance with its terms, subject to applicable Debtor Relief
Laws.  Neither Fox Health nor Borrower is in breach or default of its
obligations under the Tax Sharing Agreement.  The foregoing representations do
not apply to tax returns and taxes of Fox Health attributable to any period
commencing after the date hereof, if during such period neither Borrower nor
any Consolidated Subsidiary is a member of an affiliated group (as defined in
Section 1504 of the Code), or any similar group for state, local or other tax
purposes, in which Fox Health is a member.  As of the date hereof, to the best
of Borrower's knowledge, there are no taxes to which Fox Health is subject and
for which Borrower or any Consolidated Subsidiary could be held liable under
applicable law other than by reason of Borrower's status as a member of such an
affiliated group or similar group.

5.5     TITLE TO PARTIES; PRIOR LIENS.

        Each of Borrower and the Consolidated Subsidiaries has good and
indefeasible title to all material Assets purported to be owned by it (except
for minor defects in title and minor encumbrances not in any case materially
detracting from the value of the Assets affected thereby) and to all Inventory
and Receivables purported to be owned by it, except for Receivables sold
pursuant to the Revolving Receivables Purchase Program.

5.6     LEASES.

        All material real property leases, if any, under which Borrower or
Consolidated Subsidiary is lessee or tenant are in full force and effect, and
there does not exist any default or potential default thereunder by which any
such lease could be terminated.

5.7     OWNERSHIP OF BORROWER AND SUBSIDIARIES.

        As of the date hereof, the ownership (record and beneficial) of
Borrower (exclusive of the identities of





                                                                              50
<PAGE>   56
Borrower's public stockholders) and the Consolidated Subsidiaries is accurately
set forth on Schedule 2 hereto.

5.8     SOLVENCY.

        Each of Borrower and each Operating Subsidiary is, both as a separate
corporate entity and on a consolidated basis with its subsidiaries, and both
before and after giving effect to the transactions contemplated by this
Agreement, Solvent.

5.9     BUSINESS; COMPLIANCE.

        Each of Borrower and the Consolidated Subsidiaries has performed and
complied with all material obligations required to be performed or complied
with by it, and is not in default (to the extent it could reasonably be
expected to be materially and adversely affected) under any license, permit,
order, authorization, grant, contract, agreement or regulation material to its
business to which it is a party or by which it or any of its Assets are bound
or affected.  The businesses and operations of each of Borrower and the
Consolidated Subsidiaries have been and are being conducted in accordance with
all applicable laws, rules and regulations of all Tribunals except such laws,
rules and regulations where the failure to perform or comply could not
reasonably be expected to have a Material Adverse Effect.

5.10    LICENSES, PERMITS, ETC.

        Borrower and each Consolidated Subsidiary possesses such valid
Proprietary Rights and consents, authorizations, exemptions and orders of
Tribunals or otherwise as are necessary or appropriate to carry on its business
as now being or currently proposed to be conducted.

5.11    LITIGATION, PROCEEDINGS, ETC.

        Except as otherwise provided in Schedule 2, to Borrower's and each
Operating Subsidiary's knowledge, there are (a) no investigations, actions,
suits, proceedings, orders or injunctions pending or threatened against or
affecting Borrower or any Consolidated Subsidiary or its Assets, at law or in
equity, or before or by any Tribunal which (i) either has had or could
reasonably be expected to have a Material Adverse Effect or (ii) either has
related or could reasonably be expected to relate to the Loans, the
Commitments, the Facility or the other transactions contemplated by the Loan
Papers, and (b) no accidents, acts or actions have occurred which involve any
claim not fully covered by insurance which could reasonably be expected to have
a Material Adverse Effect.  Neither Borrower nor any Consolidated Subsidiary is
in default with respect to any order, writ, injunction or decree of any
Tribunal, which default could reasonably be expected to cause a Material
Adverse Effect.





                                                                              51
<PAGE>   57
5.12    PLANS AND FOX HEALTH PLANS.

        (a)      As of the date hereof, Schedule 2 identifies all Plans and
Schedule 3 identifies all Fox Health Plans (collectively in such regard, the
"ERISA Plan Schedules").  No act, omission, or other event occurring before
October 20, 1992 with respect to any Fox Health Plan, either alone or in
combination with other acts, omissions, or events occurring at any time,
creates or results in any liability to Borrower or any Consolidated Subsidiary
existing on or after the date hereof except as otherwise disclosed herein.
Except as provided in the immediately preceding sentence, no representation or
warranty in this Section 5.12 relating to an Fox Health Plan shall apply with
respect to any period of time prior to October 20, 1992.

        (b)      Each Plan and Fox Health Plan has been maintained at all times
in compliance, in all material respects, with its provisions and applicable
law, including, without limitation, compliance with the applicable provisions
of ERISA and the Code.  All Plans and Fox Health Plans intended to be qualified
under Sections 401(a) and 501(a) of the Code are and always have been so
qualified (or can be corrected to be treated as so qualified by the IRS under
its Closing Agreement Program, Voluntary Compliance Resolution Program, or any
other similar program without any material liability to Borrower or any
Consolidated Subsidiary) and have either received IRS determination letters to
this effect or applications for such letters are currently pending or will be
filed within the time limits under Section 401(b) of the Code.  Nothing has
occurred prior to or since the issuance of such letters (or filings of such
applications) to cause the loss of qualification or tax exemption under the
Code of any of such Plans or Fox Health Plans (except as may qualify for
correction and retroactive restoration or deemed restoration under the IRS
Closing Agreement Program, Voluntary Compliance Resolution Program, or any
other similar program without any material liability to Borrower or any
Consolidated Subsidiary).

        (c)      There has been no material prohibited transaction (within the
meaning of Section 406 of ERISA or Section 4975 of the Code) or other breach of
fiduciary duty with respect to any Plan or Fox Health Plan.  Without limiting
the generality of any other provision hereof, except with respect to the Fox
Health Plans listed on Schedule 3, neither Borrower nor any Consolidated
Subsidiary is directly, indirectly or contingently liable with respect to any
"employee benefit plans" as defined in Section 3(3) of ERISA with respect to
which Fox Health or any Fox Health Member is a party or bound or with respect
to which Fox Health or any Fox Health Member shall have any direct or indirect
or contingent liability.  Neither Borrower nor any Consolidated Subsidiary is
directly, indirectly, or contingently liable with respect to the Weirton
Liabilities Agreement.  With respect to any Plan or Fox Health Plan, the
Borrower and its ERISA Affiliates (i) have not incurred and do not expect to
incur any material accumulated funding deficiency under Section 302 of





                                                                              52
<PAGE>   58
ERISA (whether or not waived or the time periods extended), (ii) have not
incurred and do not expect to incur any material liability to the PBGC, and
(iii) have not yet had asserted and do not expect to have asserted against them
any material penalty, interest or excise tax under the Code or ERISA.

        (d)      With respect to each Plan and Fox Health Plan, in all material
respects, (i) all required contributions and payments have been made, (ii) all
benefits due thereunder have been paid, and (iii) each such plan is able to
fully pay benefits thereunder when due.  No Termination Event has occurred or
is expected to occur with respect to any Plan or Fox Health Plan which, either
alone or in the aggregate, could result in any material liability to the
Borrower and all of its Consolidated Subsidiaries, taken as a whole.

        (e)      With respect to all Plans and Fox Health Plans in the
aggregate, the sum of the following does not exceed $5,000,000:  (i) the amount
of any unfunded facility or plant shut down benefit or other "unpredictable
contingent event benefit," within the meaning of Section 412(l)(7)(B) of the
Code, and (ii) with respect to only those Plans and Fox Health Plans which have
benefit liabilities (as defined in Section 4001(a)(16) of ERISA, and as
determined on the basis of assumptions prescribed by the PBGC for purposes of
ERISA Section 4044) which exceed the fair market value of their assets, the
aggregate amount of unfunded benefit liabilities (within the meaning of Section
4001(a)(18) of ERISA) for all such Plans and Fox Health Plans.  As of March 31,
1992, with respect to all Plans, if any, providing health benefits to any
former employee or dependent of such employee for periods subsequent to the
severance of such employee's employment (other than pursuant to Section 4980B
of the Code), the excess of the accumulated postretirement benefit obligation
(as determined under Financial Accounting Standard ("FAS") No. 106) over the
fair market value of any plan assets dedicated to such obligations (within the
meaning of FAS 106) does not exceed $3,500,000.   Except as may be required
under the terms of any existing or future collective bargaining agreement, with
respect to any Plan providing health benefits to any former employee or
dependent of such employee for periods subsequent to the severance of such
employee's employment (other than pursuant to Section 4980B of the Code), no
benefit improvement or increase (including, without limitation, availability of
additional benefits, increased employer copayments or other subsidies,
increased maximums or annual or lifetime limits, coverage of additional
disabilities or other illnesses or injuries, decreased employee deductibles,
copayments, or out-of-pocket limits, or less restrictive eligibility
participation requirements) has occurred or been promised since March 31, 1992.

5.13    SEPARATE EXISTENCE.

        Borrower, the Operating Subsidiaries and the other Consolidated
Subsidiaries have at all times (i) maintained their





                                                                              53
<PAGE>   59
respective corporate existences separate and apart from Fox Health or any other
Affiliates of Fox Health; (ii) maintained or controlled physical possession of
all of their books and records (except, in the case of a Consolidated
Subsidiary, where its Assets and operations are immaterial); (iii) maintained
capitalization adequate for the conduct of their business (except, in the case
of a Consolidated Subsidiary, where its Assets and operations are immaterial);
(iv) accounted for, managed and identified separately all of their liabilities
and Assets apart from those of Fox Health and any other Affiliates of Fox
Health; (v) allocated overhead costs accordingly wherever offices are not
separate from those of Fox Health and any other Affiliate of Fox Health, and
Fox Health or such Affiliate bore its fair share of such expenses; and (vi)
kept their funds separate, and not commingled, with those of Fox Health or any
other Affiliate of Fox Health and used their funds only for their own purposes,
except for payments made under the Tax Sharing Agreement.  The officers and
directors of Borrower, the Operating Subsidiaries and the other Consolidated
Subsidiaries have at all times conducted their business and affairs in
accordance with their independent judgment and have been responsible for all
matters (other than matters customarily delegated to others under powers of
attorney) for which a corporation's own officers and directors would
customarily be responsible.  Neither Borrower, any Operating Subsidiaries nor
any other Consolidated Subsidiaries have held themselves out to the public or
to any of their creditors as being a unified entity with assets and liabilities
in common with any other Person.  Neither Borrower, any Operating Subsidiary
nor any other Consolidated Subsidiary has exercised any control over, or had
the capacity to control the environmental activities of, Fox Health or any
current or former Affiliates of Fox Health (other than the Subsidiaries of the
Borrower) or occupied, leased or operated any real property of Fox Health or
any such current or former Affiliate of Fox Health.

5.14    FEDERAL RESERVE REGULATIONS.

        Neither Borrower nor any of its Consolidated Subsidiaries is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.
(Lenders acknowledge, however, that Borrower has made the Fox Health Loan.)
Not more than 25 percent (25%) of the value of the Assets of Borrower and its
Consolidated Subsidiaries is represented by Margin Stock.

5.15    FISCAL YEAR.

        The fiscal year of Borrower ends on March 31st.

5.16    ENVIRONMENTAL MATTERS.

        (a)      Each of Borrower and the Subsidiaries of the Borrower is in
compliance, in all material respects, with all





                                                                              54
<PAGE>   60
Environmental Laws, including, but not limited to, all such laws and
regulations governing the generation, use, collection, treatment, storage,
transportation, recovery, removal, discharge or disposal of Hazardous
Materials.

        (b)      To Borrower's and each Operating Subsidiary's knowledge, there
are no presently outstanding complaints that Borrower or any Subsidiary is now
or at any time prior hereto was in violation of the Environmental Laws that
could reasonably be expected to have a Material Adverse Effect; there are no
administrative or judicial proceedings presently pending or any administrative
or judicial proceedings threatened by a Tribunal against Borrower or any
Subsidiary pursuant to the Environmental Laws that could reasonably be expected
to have a Material Adverse Effect; and there is no claim presently outstanding
against Borrower or any Subsidiary which was asserted pursuant to the
Environmental Laws that could reasonably be expected to have a Material Adverse
Effect.

        (c)       Except as may be disclosed on Schedule 2, there are no facts
or circumstances known to Borrower or any Consolidated Subsidiary that could
reasonably be expected to form the basis of any claim against Borrower or any
Subsidiary under any Environmental Laws that could reasonably be expected to
have a Material Adverse Effect, including, but not limited to, any claim
arising from past or present environmental practices asserted thereunder.

5.17    LABOR DISPUTES.

         Except as may be set forth on Schedule 2, as of the date hereof (a)
there is no collective bargaining agreement or other labor contract covering
employees of Borrower or any Consolidated Subsidiary, (b) no such collective
bargaining agreement or other labor contract is scheduled to expire prior to
the Termination Date, and (c) to Borrower's and each Operating Subsidiary's
knowledge, no union or other labor organization is seeking to be organized, or
to be recognized as, a collective bargaining unit of employees of Borrower or
any Consolidated Subsidiary.   Except as set forth on Schedule 2, there is no
pending or, to Borrower's and each Operating Subsidiary's knowledge, threatened
strike, work stoppage, unfair labor practice claim or other labor dispute
against or affecting Borrower or any Consolidated Subsidiary or their
respective employees which would be likely to have a Material Adverse Effect.

5.18    SUBSIDIARIES.

         Except as identified on Schedule 2, as of the date hereof Borrower has
no Subsidiaries.  As of the date hereof, all Operating Subsidiaries and all
Guarantors are wholly-owned Consolidated Subsidiaries other than FoxMeyer
Software, Inc.   Except as may be expressly stated to the contrary on Schedule
2,





                                                                              55
<PAGE>   61
as of the date hereof all Subsidiaries of Borrower are Consolidated
Subsidiaries.

5.19    INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.

        Neither Borrower nor any Consolidated Subsidiary is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended, or (b) a "holding company" as defined in, or subject
to regulation under, the Public Utility Holding Company Act of 1935, as
amended.

5.20    COMMON ENTERPRISE.

        Borrower and each Consolidated Subsidiary are members of an affiliated
corporate group and are engaged in a common enterprise, and the expertise and
efforts of Borrower and each Consolidated Subsidiary support and benefit the
other members of such affiliated group.  Borrower and each Consolidated
Subsidiary expect to derive substantial benefit (and Borrower and each
Consolidated Subsidiary may reasonably be expected to derive substantial
benefit), directly and indirectly, from the Loans and the other transactions
contemplated by this Agreement, both in their separate capacities and as a
member of an affiliated and integrated corporate group.  Each Operating
Subsidiary will receive reasonably equivalent value in exchange for the
guaranty being provided by it pursuant to Section 3.1 as security for the
payment and performance of the Obligations.  Borrower provides cash management
and related services to its Consolidated Subsidiaries.

5.21    BURDENSOME CONTRACTS.

        Neither Borrower nor any Consolidated Subsidiary is a party to, or
bound by, any agreement, contract or Plan which is materially burdensome
(taking into consideration any benefits provided thereby) and which has, or is
expected to have, a Material Adverse Effect.

5.22    INTERCOMPANY NOTES.

        The Intercompany Notes evidence Indebtedness advanced by the payees
thereof to the makers thereof (a) to finance or refinance acquisitions
previously made by such makers, (b) to capitalize such makers or (c) resulting,
in part, from the cash management system maintained by Borrower and
Consolidated Subsidiaries.

5.23    FULL DISCLOSURE.

        No information, exhibit or written report furnished by or on behalf of
Borrower or any Consolidated Subsidiary to Administrative Agent or any Lender
in connection with this Agreement or the transactions contemplated hereby
contains any





                                                                              56
<PAGE>   62
material misstatement of fact or omits the statement of a material fact
necessary to make the statements contained herein or therein not misleading.

5.24    AMOUNT OF PHAR-MOR RECEIVABLES.

        As of the end of business on August 16, 1992, the net amount of
Phar-Mor Receivables did not exceed $75,000,000 (prior to any adjustment for
income taxes).

5.25    FOX HEALTH LOAN AND TENDER OFFER.

        All proceeds of the Fox Health Loan have been used by Fox Health solely
(a) for the purchase by Fox Health of up to 1,650,000 shares of the common
stock of Borrower pursuant to the Tender Offer, (b) for a portion of the fees
and expenses incurred by Fox Health in connection with the Tender Offer, and
(c) for working capital or general corporate purposes of Fox Health in an
aggregate amount not in excess of $7,675,000.  None of the proceeds of the Fox
Health Loan have been or will be used by Fox Health to purchase any shares of
capital stock of Fox Health.  Borrower has complied, in all respects, with all
laws, rules and regulations relating to the Tender Offer and with all
applicable requirements (if any) of Regulation G of the Board of Governors in
connection with the Fox Health Loan.

                                   ARTICLE VI

                                   COVENANTS

6.1     AFFIRMATIVE COVENANTS.

        So long as any portion of the Obligations remains unpaid or any Lender
is committed to make any Advance hereunder:

        (a)      Payment and Performance of Obligations.  Borrower shall pay
all principal, interest, fees and other charges with respect to the Obligations
when and as the same become due and payable in accordance with the Loan Papers;
and Borrower and each Operating Subsidiary shall strictly observe and perform,
or cause to be observed and performed, all covenants, agreements, terms,
conditions and limitations contained in the Loan Papers applicable to it or,
with respect to Borrower, any Consolidated Subsidiary and shall do all things
necessary to prevent the occurrence of any default thereunder.

        (b)      Maintenance of  Existence; Qualification and Assets.  Borrower
and each Operating Subsidiary shall at all times maintain, and, with respect to
Borrower, cause each Consolidated Subsidiary to maintain, (i) its legal
existence (except as otherwise required or permitted by Section 6.2(m) with
respect to Consolidated Subsidiaries other than Operating Subsidiaries), (ii)
its qualification to transact business and good standing in all jurisdictions
where the nature of its Assets





                                                                              57
<PAGE>   63
or the conduct of its business requires such qualification and where the
failure to so qualify could reasonably be expected to cause a Material Adverse
Effect, and (iii) its material Assets (and exclusive of obsolete Assets) in
proper repair, working order and condition, ordinary wear and tear excepted.

        (c)      Maintenance of Insurance and Indemnification Rights.  Borrower
and each Operating Subsidiary shall at all times maintain, and, with respect to
Borrower, cause each Consolidated Subsidiary to maintain, insurance covering
such risks and in such amounts as is customarily maintained by businesses
similarly situated, including, without limitation, insurance covering the
following in such amounts as Administrative Agent may reasonably determine to
be appropriate: (i) workmen's compensation insurance (subject, to the extent
applicable to Section 6.1(j), provided appropriate stop loss or excess coverage
insurance is maintained); (ii) employer's liability insurance; (iii)
comprehensive general public liability and property damage insurance; (iv)
insurance against loss or damage by fire, lightning, hail, tornado, explosion
and other similar risk; and (v) comprehensive automobile liability insurance.
Borrower and each Operating Subsidiary shall at all times maintain, and, with
respect to Borrower, cause each Consolidated Subsidiary to maintain, valid and
enforceable indemnification rights pursuant to such agreements and in such
amounts as is customarily maintained by businesses similarly situated,
including, without limitation, indemnification rights against drug
manufacturers relating to liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against
Borrower, any Operating Subsidiary or any other Consolidated Subsidiary in any
way relating to or arising out of the use of drugs or pharmaceuticals
manufactured by such manufacturers and sold by Borrower, any Operating
Subsidiary or any other Consolidated Subsidiary.

        (d)      Payment of Taxes and Claims.  Borrower and each Operating
Subsidiary shall pay and, with respect to Borrower, shall cause each
Consolidated Subsidiary to pay, in all material respects, any taxes imposed
upon it or any of its Assets or with respect to any of its franchises,
businesses, income or profits before any penalty or interest accrues thereon
and all claims (including, without limitation, claims for labor, services,
materials and supplies) for sums which have become due and payable and which by
law have or might become a vendor's Lien or landlords', mechanics', laborers',
materialmen's, operator's, statutory or other similar Lien affecting any of its
Assets; provided, however, that neither Borrower nor any Consolidated
Subsidiary shall be required to pay any such taxes or claims if and to the
extent that (i) the amount, applicability or validity thereof is currently (at
the time in question) being contested in good faith by appropriate action
promptly initiated and diligently conducted, and (ii) such Person shall have
set aside





                                                                              58
<PAGE>   64
on its books reserves (to the extent required by GAAP) that are adequate for
the payment of such taxes or claims; and provided, further, however, that all
such taxes and claims shall in any event be paid forthwith upon the
commencement of any proceedings to foreclose any Lien which may have attached
as security therefor.  Borrower shall promptly notify Administrative Agent of
any taxes or claims contested by Fox Health, Borrower or any Consolidated
Subsidiary and the circumstances relating thereto, in detail reasonably
satisfactory to Administrative Agent; provided, however, that this sentence
shall apply to taxes contested by Fox Health only to the extent that the same
(including any applicable interest, penalties or additions to tax) are in
excess of $5,000,000 and only during such time as Fox Health and Borrower are
members of an "affiliated group" as such term is defined in Section 1504(a) of
the Code or if such taxes arose during such period of time.  Borrower shall
cause Fox Health to pay, before any penalty or interest accrues thereon, all
taxes of whatever form (including, without limitation, all "Taxes" as such term
is defined in the Tax Sharing Agreement) imposed upon Fox Health by any
applicable law, rule or regulation to the extent that Borrower could become
liable for the payment of such taxes; provided, however, that Borrower shall
not be required to cause Fox Health to pay any such taxes if and to the extent
that (A) the amount, applicability or validity thereof is currently (at the
time in question) being contested in good faith by appropriate action promptly
initiated and diligently conducted and (B) Fox Health shall have set aside on
its books reasonable reserves (to the extent required by GAAP) that are
adequate for the payment of such taxes; and provided, further, however, that
all such taxes shall in any event be paid by Fox Health forthwith upon the
commencement of any proceedings to foreclose any Lien which may have attached
as security therefor.  Notwithstanding anything to the contrary contained in
the immediately preceding sentence, the failure of Fox Health to pay taxes when
due shall not constitute a violation of this Section 6.1(d) unless the amount
of such taxes (including any applicable interest, penalties or additions to
tax) not paid when due exceeds in the aggregate $5,000,000.

        (e)      Compliance with Laws and Documents.  Borrower and each
Operating Subsidiary shall comply, and, with respect to Borrower, shall cause
each Subsidiary of Borrower to comply, in all material respects, with the
provisions of any and all applicable laws, rules, regulations, orders,
Governmental Requirements and agreements material to its businesses and
operations, including, without limitation, Environmental Laws, and shall
maintain or cause to be maintained its ability to fully perform its obligations
thereunder.  With respect to each Plan or Fox Health Plan which is subject to
the minimum funding standards of ERISA, Borrower shall ensure that the Person
responsible therefor at all times makes (and Borrower shall cause such Person
to make) prompt payments of both contributions required to be made to meet such
minimum funding standards (without regard to any waivers thereof or extensions
of time therefor) and





                                                                              59
<PAGE>   65
contributions required under (i) the terms of such Plan or Fox Health Plan,
(ii) any contractual obligations (including, without limitation, collective
bargaining agreements) relating to such Plan or Fox Health Plan, and (iii) any
law pertaining thereto.  In addition, for each Multiemployer Plan with respect
to which Borrower or any ERISA Affiliate of Borrower has any Withdrawal
Liability, Borrower shall ensure that the Group Member or Fox Health Member
responsible therefor at all times makes (and Borrower shall cause such Person
to make) prompt payment thereof.

        (f)      Inspections.  Borrower and each Operating Subsidiary shall, at
any reasonable time and from time to time during business hours after
Administrative Agent shall have given Borrower at least one Business Day's
prior notice, permit, and, with respect to Borrower, shall cause each
Subsidiary of Borrower to permit, any agents or representatives of
Administrative Agent or any Lender to inspect any of Borrower's, each Operating
Subsidiary's and each other Subsidiary's Assets and to examine and make copies
of and abstracts from its records and books of account and to discuss its
affairs, finances and accounts with any of its officers, employees or, subject
to reasonable notice, independent public accountants (and by this provision
Borrower and Operating Subsidiaries authorize said accountants to discuss with
Administrative Agent and Lenders and their agents and representatives, the
affairs, finances and accounts of Borrower, Operating Subsidiaries and the
other Subsidiaries of Borrower).  In furtherance of the foregoing, but not by
way of limitation thereof, Borrower and the Operating Subsidiaries shall permit
Administrative Agent to conduct during normal business hours after reasonable
notice to Borrower, from time to time at Borrower's expense, a review and
examination of the Inventory and Receivables, and related systems, of Borrower
and the Consolidated Subsidiaries, which review and examination may include a
verification of the amounts of Inventory and Receivables in the financial
statement of Borrower and the Consolidated Subsidiaries; provided, however,
that if the Administrative Agent shall conduct more than one such review and
examination in any calendar year, the Borrower shall only be required to
reimburse Administrative Agent for the expenses related to the first of such
reviews and Administrative Agent and Lenders shall be responsible for the
expenses relating to each subsequent review in such calendar year.

        (g)      Records.  Borrower and each Operating Subsidiary shall keep,
and, with respect to Borrower, shall cause each Consolidated Subsidiary to
keep, adequate books and records reflecting all financial transactions of such
Person, in which complete entries shall be made in accordance with GAAP.

        (h)      Expenses.  Borrower shall promptly pay, from time to time
upon request made by Administrative Agent, any and all reasonable costs, fees
and expenses paid or incurred by Administrative Agent incident to this
Agreement or any other Loan Paper or any amendment thereto or the filing or
recordation, if


                                                                              60
<PAGE>   66
appropriate, thereof (including, without limitation, the reasonable fees and
expenses of Administrative Agent and counsel to Administrative Agent incurred
in connection with the negotiation, preparation, execution and administration
of the Loan Papers and any amendment thereto and the filing or recordation, if
appropriate, of any Loan Papers).  In addition, Borrower shall promptly pay,
from time to time upon request made by Administrative Agent or any Lender after
the occurrence of an Event of Default, any and all reasonable costs, fees and
expenses incurred by Administrative Agent or any Lender incident to (A) the
collection and enforcement of the Loans, the Obligations and the Loan Papers,
(B) the exercise of any right or remedy under or with respect to the Loans, the
Obligations and the Loan Papers and (C) the defense or prosecution of any
action, suit or proceeding under or with respect to the Loans, the Obligations
and the Loan Papers.  Without limiting the obligations of Borrower under the
preceding sentence, each Lender shall use reasonable efforts to mitigate the
costs, fees and expenses for which Borrower is liable under the preceding
sentence, by engaging the services of one common counsel on behalf of all
Lenders in each applicable jurisdiction, but only if and to the extent that,
and for such period of time as, such Lender reasonably determines that the use
of such common counsel is consistent with its best interests under the
applicable circumstances.

        (i)      Maintenance of Assets.  Borrower and each Operating Subsidiary
shall maintain, and, with respect to Borrower, shall cause each Consolidated
Subsidiary to maintain, all Proprietary Rights and other Assets material to the
conduct of its business as heretofore or to be conducted by it.

        (j)      Workers' Compensation.  If and to the extent that Borrower or
any Consolidated Subsidiary is or becomes a non-subscriber under any applicable
State workers' compensation statute, Borrower and each Operating Subsidiary
shall, and, with respect to Borrower, shall cause each such Consolidated
Subsidiary to, consistently take all reasonable precautions as may be necessary
or appropriate to minimize the risk of loss to Borrower and such Consolidated
Subsidiary associated with, or arising from, claims that would otherwise be
covered by such State workers' compensation statute if Borrower or such
Consolidated Subsidiary had continued to subscribe under such statute.

        (k)      Further Assurances. Borrower and each Operating Subsidiary
shall execute and deliver, or shall cause to be executed and delivered, any and
all other and further agreements, documents, instruments and certificates as,
in the judgment of Administrative Agent, may be necessary or appropriate to
more effectively evidence or secure the Obligations and the performance of the
terms and provisions of the Loan Papers.





                                                                              61
<PAGE>   67
        (l)      Ownership of Consolidated Subsidiaries.  Borrower shall ensure
that each Operating Subsidiary remains a wholly-owned Consolidated Subsidiary,
and Borrower shall ensure that each other currently existing Consolidated
Subsidiary (other than FoxMeyer Software, Inc.) remains a wholly-owned
Consolidated Subsidiary except as may result from sales, mergers or
dissolutions expressly permitted in Sections 6.2(m) or 6.2(n).

        (m)      Rank of Obligations.  Borrower and each Operating Subsidiary
shall, and shall cause each Consolidated Subsidiary to, do all acts necessary
to ensure that their respective Obligations under this Agreement and the other
Loan Papers rank, and at all times shall rank at least pari passu in right of
payment with all other (if any) senior, unsubordinated Indebtedness of
Borrower, Operating Subsidiaries and Consolidated Subsidiaries, respectively,
including without limitation the 7.09% Notes, the 7.09% Note Guaranties and the
Indebtedness under the  Existing Credit Facility.

6.2     NEGATIVE COVENANTS.

        So long as any portion of the Obligations remains unpaid or any Lender
is committed to make any Advance hereunder:

        (a)      Limitation on Indebtedness.  Neither Borrower nor any
Operating Subsidiary shall, and Borrower shall not permit any Consolidated
Subsidiary to, create, incur, assume, have outstanding, act as surety with
respect to, guarantee or otherwise be or become directly or indirectly
absolutely or contingently, liable or obligated with respect to any
Indebtedness, except Permitted Indebtedness.  Nothing contained in this Section
6.2(a) is intended to, or shall, prohibit the obligations of Borrower or any
Operating Subsidiary in respect of Receivables sold under the Revolving
Receivables Purchase Program.

        (b)      Ownership and Creation of Subsidiaries.  Neither Borrower nor
any Operating Subsidiary shall permit any change in the ownership of any
Consolidated Subsidiary except as permitted pursuant to Sections 6.2(m) or (n).
Neither Borrower nor any Operating Subsidiary shall create any Consolidated
Subsidiary after the date hereof, except for the sole purpose of effecting a
merger, consolidation or acquisition permitted by Sections 6.2(k), 6.2(l)(vii),
6.2(m) and 6.2(n).

        (c)      No Amendment.  Neither Borrower nor any Operating Subsidiary
shall cause or permit any amendment or modification of the Certificate or
Articles of Incorporation or Bylaws of Borrower or any Consolidated Subsidiary
that could reasonably be expected to affect adversely the rights or interests
of Administrative Agent or Lenders under the Loan Papers or authorize the
issuance of Redeemable Capital Stock or Preferred Stock; provided that Borrower
may authorize the issuance of Preferred Stock (which may or may not be
Redeemable Capital





                                                                              62
<PAGE>   68
Stock) which does not provide for mandatory repurchase or redemption prior to
the fifth (5th) anniversary of the date of issuance thereof.

        (d)      Working Capital Borrowing Base.  Borrower shall not permit, as
of the last day of any calendar month (commencing with September 1995), (i) the
product of 1.85 times the sum of (A) all consolidated Indebtedness of Borrower
and the Consolidated Subsidiaries (other than obligations under any Interest
Rate Protection Agreements and Permitted Indebtedness referred to in clause (e)
of the definition thereof) as of such day plus (B) the aggregate amount paid by
purchasers of Receivables (and property of account debtors securing such
Receivables) or interests therein under the Revolving Receivables Purchase
Program to be recovered from Receivables (and such property) outstanding as of
such day, to exceed (ii) the sum of the Receivables Amount and the Inventory
Amount as of such day.

        (e)      Minimum Net Worth.  Borrower shall not permit Net Worth, as of
June 30, 1995, to be less than $417,510,000.  Borrower shall not permit Net
Worth, as of the last day of each fiscal quarter ending after June 30, 1995
(the "fiscal quarter"), to be less than an amount equal to the sum of (i) the
minimum Net Worth required pursuant to this Section 6.2(e) as of June 30, 1995,
or if later, the last day of the immediately preceding fiscal quarter, plus
(ii) subject to the qualification below, 75% of the positive amount (if any) of
net income (after taxes) of Borrower and its Consolidated Subsidiaries during
the subject fiscal quarter, plus (iii) 100% of the proceeds to Borrower of
issuances of its capital stock (other than Redeemable Capital Stock) during the
subject fiscal quarter, minus (iv) any increase during such fiscal quarter in
the Phar-Mor Net Worth Adjustment Amount and minus (v) the amount of Push Down
Accounting Adjustment made (or plus the amount thereof reversed) during such
fiscal quarter.  For purposes of calculating the amounts referred to in clause
(ii) above, net income shall be determined by excluding the reduction, if any,
to net income attributable to either any reserves or write-offs for doubtful
accounts or related collection expenses with respect to the Phar-Mor
Receivables or any reduction to net income (including without limitation any
reduction for expenses, other than interest expense associated with related
borrowing) incurred in connection with the Tender Offer.  Borrower and FoxMeyer
Drug Company shall not permit the Net Worth of any Operating Subsidiary at any
time to be equal to or less than zero.

        (f)      Interest Coverage Ratio.  Borrower shall not, on the last day
of any fiscal quarter of Borrower (commencing with September 30, 1995), permit
the ratio of (i)(A) EBIT plus (B) the Phar-Mor Interest Coverage Ratio
Adjustment Amount plus (C) the Development Cost Interest Coverage Ratio
Adjustment Amount, less (D) the Service Fee Adjustment Amount, plus (E) the
CareStream EBT Adjustment Amount to (ii)(A) Interest  Expense, plus (B)
Preferred Dividends, less (C) the Service Fee Adjustment





                                                                              63
<PAGE>   69
Amount, less (D) the CareStream Interest  Expense Adjustment Amount, in each
case for the 12 month period ending on such day to be less than the ratio set
forth below for the applicable period:

<TABLE>
<CAPTION>

           Last Day of
        Applicable Period                Ratio
        -----------------             ------------
            <S>                       <C> 
             9/30/95                  2.50 to 1.00
            12/31/95                  2.00 to 1.00
             3/31/96                  2.50 to 1.00 

</TABLE>


        (g)      Debt Service Coverage Ratio.  Borrower shall not, on the last
day of any fiscal quarter of Borrower (commencing with September 30, 1995),
permit the ratio of (i)(A) Operating Cash Flow, plus (B) the Phar-Mor Debt
Service Coverage Ratio Adjustment Amount, plus (C) the Development Cost Debt
Service Coverage Ratio Adjustment Amount, plus (D) the CareStream Net Income
Adjustment Amount, less (E) the CareStream D&A Adjustment Amount, less (F) the
CareStream Interest  Expense Adjustment Amount to (ii)(A) Funded Debt Service,
less (B) the CareStream Debt Service Adjustment Amount for the 12 month period
ending on such day to be less than 2.00 to 1.00.

        (h)      Capital  Expenditures.  Neither Borrower nor any Operating
Subsidiary shall, and Borrower shall not permit any Consolidated Subsidiary to,
cause or permit the aggregate amount of all Capital  Expenditures made by
Borrower and the Consolidated Subsidiaries, during any fiscal year ending after
the date hereof, to exceed $45,000,000.

        (i)      Total Indebtedness and Purchase Program Outstandings to
Capitalization Ratio.  Borrower shall not, on the last day of any fiscal
quarter of Borrower (commencing with September 30, 1995), permit the ratio of
(i) the sum of (A) all consolidated Indebtedness of Borrower and the
Consolidated Subsidiaries (other than obligations under any Interest Rate
Protection Agreements and Permitted Indebtedness referred to in clause (e) of
the definition thereof or, for the fiscal quarter ending December 31, 1995, the
Indebtedness under this Agreement) as of such date plus (B) the aggregate
amount paid by purchasers of Receivables (and property of account debtors
securing such Receivables) or interests therein under the Revolving Receivables
Purchase


                                                                              64
<PAGE>   70
Program to be recovered from Receivables (and such property) outstanding as of
such date to (ii) the sum of (A) all consolidated Indebtedness of Borrower and
the Consolidated Subsidiaries (other than obligations under any Interest Rate
Protection Agreements and Permitted Indebtedness referred to in clause (e) of
the definition thereof or, for the fiscal quarter ending December 31, 1995, the
Indebtedness under this Agreement) plus (B) the aggregate amount paid by
purchasers of Receivables (and property of account debtors securing such
Receivables) or interests therein under the Revolving Receivables Purchase
Program to be recovered from Receivables (and such property) outstanding as of
such date plus (C) consolidated Net Worth of Borrower and the Consolidated
Subsidiaries as of such date plus (D) the amount of the Push Down Accounting
Adjustment as of such date to be more than (i) 0.63 to 1.00 for the fiscal
quarter ending December 31, 1995 and (ii) 0.60 to 1.00 for the fiscal quarters
ended September 30, 1995 and ending March 31, 1996.

        (j)      Restricted Payments, etc.  Neither Borrower nor any Operating
Subsidiary shall, and Borrower shall not permit any Consolidated Subsidiary to,
make any Restricted Payments, except Restricted Payments payable (i) to
Borrower or (ii) to any Operating Subsidiary by a Subsidiary of such Operating
Subsidiary; provided, however, that Borrower, and its Consolidated Subsidiaries
with respect to clause (B) below, may (A) make and maintain the Fox Health
Loan, (B) make payments in compliance with the Tax Sharing Agreement, (C)
repurchase or redeem Redeemable Capital Stock on (but not earlier than) the
fifth (5th) anniversary of the date of issuance thereof, (D) repurchase
employee stock options or common stock held by employees in accordance with the
requirements of any applicable employee stock option or purchase plans or as
otherwise may be required to ensure that Fox Health and Borrower may file
consolidated income tax returns and (E) pay dividends in the ordinary course of
its business and consistent with prudent business practices, in all events
(i.e., as to each of clauses (A), (B), (C), (D) and (E) preceding) if (but only
if), at the time of any such loan, payment, repurchase, redemption or dividend
and after giving effect thereto and considering facts and circumstances then
existing, the conditions set forth in clauses (a), (b) and (c) of Section
6.2(j) of the Existing Credit Facility as in effect on the date hereof have
been satisfied and, in the cases of clauses (A), (C), (D) and (E) preceeding,
no Potential Default or Event of Default exists or will occur or may reasonably
be expected to occur.  Notwithstanding the foregoing, however (i.e., whether or
not the conditions set forth in clauses (a), (b) and (c) of Section 6.2(j) of
the  Existing Credit Facility as in effect on the date hereof are satisfied and
whether or not a Potential Default or Event of Default exists or will occur),
Borrower, any Consolidated Subsidiary or any other member of the FoxMeyer Group
(as applicable) may pay to Fox Health so much of the FoxMeyer Group Tentative
Tax Liability or the FoxMeyer Group Interim Tax Liability (as the case may be)
as does not exceed the aggregate amount of the tax liability to which such
payment relates that is both payable to the applicable taxing authority by the
Consolidated Group and is actually paid to the applicable taxing authority in a
reasonably prompt fashion.  Subject to the rights of Borrower under the Tax
Sharing Agreement, the portion of the FoxMeyer Group Tentative Tax Liability or
the FoxMeyer Group Interim Tax Liability (as the case may be) which remains
unpaid as a result of the application of clause (a), (b) or (c) of Section
6.2(j) of the  Existing Credit Facility as in effect on the date hereof shall
be retained by and remain the property of the FoxMeyer Group and shall be paid
to Fox Health pursuant to the Tax Sharing Agreement only at





                                                                              65
<PAGE>   71
such time, if any, and to the extent that, each of the conditions set forth in
clause (a), (b) and (c) of Section 6.2(j) of the  Existing Credit Facility as
in effect on the date hereof would be satisfied immediately following such
payment.  For purposes of this Section 6.2(j), the terms "FoxMeyer Group",
"FoxMeyer Group Tentative Tax Liability", "FoxMeyer Group Interim Tax
Liability" and "Consolidated Group" shall have the meanings given to such terms
in the Tax Sharing Agreement.

        (k)      Acquisitions.   Except as may result from the mergers
permitted pursuant to Section 6.2(m), neither Borrower nor any Operating
Subsidiary shall, and Borrower shall not permit any Consolidated Subsidiary to,
acquire all or substantially all of the Assets of any other Person or of a
division or other business unit thereof or Securities representing more than
fifty percent (50%) of the Securities of any class of any other Person;
provided, however, that (i) any Operating Subsidiary may purchase Inventory in
bulk and purchase or lease the warehouses where such Inventory is located upon
terms that are fair and reasonable to such purchaser, (ii) Borrower or any
Operating Subsidiary may acquire all or substantially all of the Assets of any
other Consolidated Subsidiary other than FoxMeyer Drug Company, (iii) Borrower,
any Operating Subsidiary or any Healthcare Connect Subsidiary may acquire all
or substantially all of the Assets of any other Person or of a division or
other business units thereof (a "Business") or Securities representing more
than fifty percent (50%) of the equity Securities of any Person, provided that
(A) such Business or Person becomes a Consolidated Subsidiary or such Person is
FoxMeyer Canada, (B) such Business or Person is Solvent before giving effect to
such acquisition, (C) neither Borrower nor any Consolidated Subsidiary becomes,
and (except in the case of FoxMeyer Canada) neither such Person is nor the
Assets or operations of such Person are, or could reasonably be expected to be
subject to any material loss contingency required by GAAP to be disclosed in
the financial statements of such Person and (D) the aggregate purchase price
for all such acquisitions of Businesses or equity Securities (other than
Securities of FoxMeyer Canada) pursuant to this clause (iii) during any fiscal
year of Borrower may not exceed $25,000,000 (exclusive, in the case of the
acquisition of a Business or all of the equity Securities of any other Person,
of amounts properly allocable to working capital in accordance with GAAP), and
provided further that this clause (iii) shall not permit the acquisition of any
Securities of (A) Fox Health, (B) Centaur Partners IV, (C) any Affiliate of any
of the foregoing (other than Borrower, a Consolidated Subsidiary or FoxMeyer
Canada) or (D) FoxMeyer Canada if such acquisition would cause the limit
provided in clause (b) of the proviso in the definition of Consolidated
Subsidiary to be exceeded, and (iv) Borrower may acquire Receivables from any
Consolidated Subsidiary for sale under the terms of the Revolving Receivables
Purchase Program.  For the purposes of clause (iii) above, payments made
pursuant to an earn-out or similar contingent payment arrangement shall be
deemed included in the purchase price for an acquisition for the





                                                                              66
<PAGE>   72
fiscal year as to which such payments have accrued and are payable.

        (l)      Loans, Advances and Investments.  Neither Borrower nor any
Operating Subsidiary shall, and Borrower shall not permit any Consolidated
Subsidiary to, directly or indirectly make any loan, advance, extension of
credit or capital contribution to, make any investment in, or purchase or
commit to purchase any Securities or evidences of financial obligations of, or
interests in, any Person except (i) Permitted Investments, (ii) acquisition of
equity Securities permitted by Section 6.2(k)(iii), (iii) trade and customer
accounts receivable which are for goods furnished or services rendered in the
ordinary course of business and are payable in accordance with customary trade
terms, (iv) (A) existing loans, advances and capital contributions to and from
Subsidiaries, (B) loans, advances and capital contributions to Borrower or any
Operating Subsidiary consistent with prudent business practices, (C) capital
contributions to any Operating Subsidiary to the extent necessary to ensure
that such Operating Subsidiary remains Solvent, (D) loans, advances and capital
contributions to Consolidated Subsidiaries other than Operating Subsidiaries
consistent with prudent business practices and not to exceed $15,000,000 in
aggregate amount (as to all such Consolidated Subsidiaries collectively) at any
time outstanding, provided that in calculating the outstanding amount of such
loans, advances and capital contributions, there shall not be counted (1)
amounts loaned, advanced or contributed to a Consolidated Subsidiary from
amounts received by Borrower or any Operating Subsidiary from any other
Consolidated Subsidiary (excluding an Operating Subsidiary), (2) amounts of
loans, advances or contributions permitted by clauses (iv)(A) through (C) above
or (E) below or (3) amounts of loans, advances or contributions to a
Consolidated Subsidiary to fund Minority Equity Investments permitted by clause
(vii) below, and (E) amounts loaned, advanced or contributed to Healthcare
Connect Subsidiaries to fund acquisitions pursuant to Section 6.2(k)(iii) in
the aggregate amount (as to all Healthcare Connect Subsidiaries collectively)
not to exceed $25,000,000 during any fiscal year of Borrower, (v) advances to
employees in the ordinary course of business not exceeding $1,000,000 in the
aggregate at any time outstanding, (vi) Permitted Customer Advances, (vii) (A)
expenditures for Minority Equity Investments other than in FoxMeyer Canada not
to exceed $25,000,000 in the aggregate at any time outstanding and (B)
expenditures for equity investments in, or loans or advances to, FoxMeyer
Canada of $5,181,102 as of March 31, 1995 and up to an additional amount that
would not cause the limit provided in clause (b) of the proviso in the
definition of Consolidated Subsidiary to be exceeded, (viii) the making and
maintenance of the Fox Health Loan, subject to Section 6.2(j); provided,
however, that neither Borrower nor any Operating Subsidiary shall, and Borrower
shall not permit any Consolidated Subsidiary to, make any loan, advance,
extension of credit or capital contribution to, make any investment in, or
purchase or commit to purchase any Securities





                                                                              67
<PAGE>   73
or evidences of financial obligations of, or interests in, (A) Fox Health
(other than the making and maintenance of the Fox Health Loan, subject to
Section 6.2(j)), (B) Centaur Partners IV, (C) any director, executive officer
or partner of Fox Health, Centaur Partners IV or Borrower, or (D) any Affiliate
of any of the foregoing (other than Borrower or a Consolidated Subsidiary to
the extent permitted in any of clauses (i) through (v) of this Section 6.2(l));
provided, further, however, that accounting adjustments and operating expense
reimbursements (including, without limitation, expenses for taxes and insurance
and attorneys' fees and expenses) may be made between Borrower and Fox Health
in the ordinary course of Borrower's business and, subject to Section 6.2(j),
payments required to be made under the Tax Sharing Agreement may be made
between Borrower and Fox Health.  For the purposes of clause (vii) above, the
amount of any Minority Equity Investment in Phar-Mor, Inc. received in
satisfaction of the Phar-Mor Receivables pursuant to the plan of reorganization
in the Phar-Mor Bankruptcy shall, to the extent of such satisfaction, be deemed
to be zero, but any payment of cash or other consideration (whether in respect
of the exercise or subscription price for options, subscription rights or other
securities or otherwise) shall reduce, to the extent of such payment, the
amount available under such clause (vii).

        (m)      Mergers and Dissolutions.  Neither Borrower nor any Operating
Subsidiary shall, and Borrower shall not permit any Consolidated Subsidiary to
(i) merge or consolidate with any Person or (ii) be dissolved or liquidated;
provided, however, that Healthcare Connect Subsidiaries may be merged into
other Healthcare Connect Subsidiaries, other Consolidated Subsidiaries other
than Operating Subsidiaries may be dissolved or may be merged with and into
Borrower or other Consolidated Subsidiaries and Harris Wholesale may be merged
with and into FoxMeyer Drug Company so long as, with respect to any such merger
as to which Borrower or any Operating Subsidiary is a party, (1) Borrower or
such Operating Subsidiary, as the case may be, and FoxMeyer Drug Company in the
case of a merger of Harris Wholesale with and into FoxMeyer Drug Company, shall
be the entity surviving such merger and (2) the Consolidated Subsidiary to be
merged is Solvent at the time of such merger or such merger will not cause the
surviving entity to cease to be Solvent[; and provided also that Health Care
Pharmacy Providers, Inc. may form a wholly owned Subsidiary for the purpose of
holding its existing systems technology (and no other material assets) and
merge such Subsidiary into FoxMeyer Canada, if (A) immediately after the
merger, Borrower and Health Care Pharmacy Providers, Inc. shall own at least
40% of the outstanding share capital of the amalgamated company resulting from
the merger and (B) as of the date of the merger and after giving effect
thereto, no Potential Default or Event of Default exists or would exist].  The
word "consolidate" in clause (i) of the immediately preceding sentence shall
not be construed to refer to a consolidation for tax reporting purposes.





                                                                              68
<PAGE>   74
        (n)      No Sales of Certain Assets; Negative Pledge; No Negative
Pledge in Favor of Other Lenders.  Neither Borrower nor any Operating
Subsidiary shall, and Borrower shall not permit any Consolidated Subsidiary to,
directly or indirectly, (i) sell, transfer, assign, encumber or otherwise
dispose of, or create, or allow to be created or to otherwise exist, any Lien
upon, any of the Inventory, Receivables, Intercompany Notes or capital stock of
any Operating Subsidiary except for (A) Permitted Liens described in clause (e)
of the definition of such term, (B) sales of Inventory made in the ordinary
course of business, (C) transfers of Assets between Borrower and the
Consolidated Subsidiaries to the extent the same would be permitted to be
transferred by merger in accordance with Section 6.2(m), and (D) sales of
Receivables pursuant to the Revolving Receivables Purchase Program and
transfers of Receivables from the Consolidated Subsidiaries to Borrower for
such sale or other disposition, or (ii) sell, transfer, assign, encumber or
otherwise dispose of, or create, or allow to be created or to otherwise exist,
any Lien upon, any of its Assets other than described in clause (i) above
except for Permitted Liens, sales of such other Assets for full and fair
consideration made in the ordinary course of business or otherwise consistent
with prudent business practices and, subject to the consent of Administrative
Agent, which consent shall not be unreasonably withheld, sales of capital stock
of Consolidated Subsidiaries (other than Operating Subsidiaries or the
Healthcare Connect Subsidiaries or the Subsidiaries of the Healthcare Connect
Subsidiaries) for full and fair consideration; provided, however, that neither
Borrower nor any Operating Subsidiary shall sell, transfer, assign, encumber or
otherwise dispose of any capital stock of any Operating Subsidiary, provided
also, that Borrower shall cause the Fox Health Loan to be secured at all times
by collateral equal or greater in value, on the date of delivery of such
collateral, to the then outstanding balance of the Fox Health Loan.   Except as
set forth in this Section 6.2(n) or the other Loan Papers in favor of
Administrative Agent and Lenders, in the 7.09% Note Purchase Agreements, under
the terms of the Revolving Receivables Purchase Program or under the  Existing
Credit Facility, neither Borrower nor any Operating Subsidiary shall, and
Borrower shall not permit any Consolidated Subsidiary to, (1) covenant or
agree, with any other lender(s) or other Person(s), not to create, or not to
allow to be created or otherwise exist, any Lien upon any Asset of Borrower or
any Consolidated Subsidiary, or (2) covenant or agree, with any other lender(s)
or other Person(s), to any other arrangement that is functionally equivalent or
similar to a negative pledge (provided, however, that such a negative pledge or
the functional equivalent thereof may be created or otherwise exist in favor of
other lender(s) or other Person(s) with respect to Assets of Borrower or any
Consolidated Subsidiary other than Inventory and Receivables to the same extent
that Permitted Liens, other than Permitted Liens in favor of Administrative
Agent and Lenders, are permitted to be created or otherwise exist (pursuant to
this Agreement) in favor of such other lender(s) or other Person(s) with
respect to the same Assets).  Without the





                                                                              69
<PAGE>   75
prior written consent of Required Lenders, which consent shall not be
unreasonably withheld except in the case of any issuance prohibited by Section
6.2(c) or any issuance by any Healthcare Connect Subsidiary or its
Subsidiaries, neither Borrower nor any Operating Subsidiary shall cause, permit
or consent to the issuance of any Securities of any Consolidated Subsidiary to
any Person other than Borrower or a Consolidated Subsidiary; provided that
equity Securities of any Person whose equity Securities are acquired pursuant
to Section 6.2(k)(iii) may be issued by such Person at the time of or as
consideration for such acquisition if after the issuance thereof Borrower, the
Operating Subsidiaries or the Healthcare Connect Subsidiaries own more than
fifty percent (50%) of the equity Securities of such Person.  Notwithstanding
the foregoing, (x) any factoring or sale of Receivables in bulk and (y) any
sale involving a net disposition (after taking into account any contemporaneous
purchases) of 25% or more of the consolidated property, plant and equipment of
Borrower and its Consolidated Subsidiaries shall each be deemed not to be a
sale in the ordinary course of business and, except for sales of Receivables
pursuant to the Revolving Receivables Purchase Program, shall be prohibited by
this Section 6.2(n).

        (o)      Fiscal Year.  Borrower shall not change its fiscal year from
that in effect on the date hereof.

        (p)      Plans.  Neither Borrower nor any Operating Subsidiary shall,
and Borrower shall not permit any Subsidiary, Fox Health, or any Fox Health
Member to, take any action (or, if applicable, fail to take any action) that
will cause any representation or warranty contained in Section 5.l2, if made on
and again as of any date on or after the date hereof, to not be true.

        (q)      Transactions with Affiliates.  Neither Borrower nor any
Operating Subsidiary shall, and Borrower shall not permit any Subsidiary to,
enter into any transactions with any Affiliate except in the ordinary course
and pursuant to the reasonable requirements of such Person's business and upon
fair and reasonable terms no less favorable to such Person than would result in
a comparable arms' length transaction with a Person who is not an Affiliate;
provided, however, that Borrower may make and maintain the Fox Health
Loan(subject to Section 6.2(j)) and maintain the Tax Sharing Agreement and the
Fox Health Management Agreement.   Except as permitted pursuant to Sections
6.2(j), 6.2(k), 6.2(l) or 6.2(m), neither Borrower nor any Operating Subsidiary
shall, directly or indirectly, make any payments to any Affiliate or Affiliates
exceeding $250,000 in aggregate amount (as to Borrower and Operating
Subsidiaries collectively) during any fiscal year.

        (r)      Intercompany Notes, etc.  Borrower and Operating Subsidiaries
shall not amend or modify any Intercompany Note in any manner that could
adversely affect the rights or interests of Administrative Agent or Lenders
under the Loan Papers.  Without





                                                                              70
<PAGE>   76
limiting the generality of the foregoing, the Intercompany Notes shall at all
times remain expressly subordinate to the payment of the Obligations pursuant
to the subordination terms and provisions currently contained therein.  Any and
all Indebtedness (if any, whether now in existence or hereafter incurred) of
any Operating Subsidiary to Borrower of the same type as or a similar type to
(in terms of function or purpose) the Indebtedness evidenced by the
Intercompany Notes shall be evidenced by a promissory note(s) containing terms
and provisions similar to the terms and provisions contained in the
Intercompany Notes and shall at all times remain expressly subordinate to the
payment of the Obligations pursuant to subordination terms and provisions
essentially identical to those currently contained in the Intercompany Notes.
Neither Borrower nor any Operating Subsidiary shall sell, transfer, assign,
encumber or otherwise dispose of, or create, or allow to be created or to
otherwise exist, any Lien upon, any Intercompany Note or any other Indebtedness
(if any, whether now in existence or hereafter incurred) of any Operating
Subsidiary to Borrower of the same type as or a similar type to (in terms of
function or purpose) the Indebtedness evidenced by the Intercompany Notes.

        (s)       Exceptions to Covenants.  Neither Borrower nor any Operating
Subsidiary shall take or fail to take, and Borrower shall ensure that no
Consolidated Subsidiary takes or fails to take, any action which is permitted
by any of the covenants contained in this Agreement if such action or omission
would result in the breach of any other covenant contained in this Agreement or
another Loan Paper.

        (t)      Sales of Goods to Phar-Mor.  Borrower shall not, and Borrower
shall not permit any Consolidated Subsidiary to, sell goods to Phar-Mor, Inc.
during the pendency of any bankruptcy or insolvency proceedings involving
Phar-Mor, Inc. unless either (a) payment in full is received prior to or
concurrently with the delivery of such goods, (b) at the time of delivery of
such goods the Final Order, dated October 23, 1992, of the Court in the
Phar-Mor Bankruptcy, among other things, granting Liens and providing priority
administrative expense status to Borrower and its Subsidiaries in respect of
the sales of such goods is in effect (or an equivalent order of the Court in
the Phar-Mor Bankruptcy shall be in effect granting the same Liens and
providing the same priority status) and such Liens and status secure and assure
the payment of the full purchase price of such goods, (c) Borrower or its
Subsidiary, as the case may be, is legally obligated to deliver (and has no
then effective right not to deliver) such goods to Phar-Mor, Inc. pursuant to
the terms and conditions described in Schedule 2 or (d) Borrower has received
the prior written consent thereto of Administrative Agent and Documentation
Agent.

        (u)      Customer Receivables.  Neither Borrower nor any Operating
Subsidiary shall permit, and Borrower shall not permit any Consolidated
Subsidiary to, have outstanding and unpaid at





                                                                              71
<PAGE>   77
any time to any one customer and all Affiliates of such customer Receivables in
an aggregate amount exceeding ten percent (10%) of the sum of (i) the Net Worth
of Borrower and its Consolidated Subsidiaries as of the end of the fiscal
quarter of Borrower then most recently ended and (ii) the amount of the Push
Down Accounting Adjustment as of such quarter end; provided that such
Receivables may be increased to fifteen percent (15%) of such Net Worth and
Push Down Accounting Adjustment if Administrative Agent and the Documentation
Agent, in their sole discretion for such times and on such conditions as they
may require, consent to such increase in writing and so confirm to Lenders in
the particular case of any customer.  For the purpose of the foregoing, the
Phar-Mor Receivables shall be deemed not to be Receivables subject to the
limitations imposed by this Section 6.2(u).

        (v)      Tax Sharing Agreement.  Borrower shall not make any payment to
Fox Health with respect to any tax liability of Borrower unless such payment
(including the amount thereof) is required under and is in compliance with the
Tax Sharing Agreement.  Borrower shall not amend, renew, extend or otherwise
modify the Tax Sharing Agreement without the prior written consent of
Administrative Agent and Majority Lenders.

        (w)      Fox Health Loan Documents; Other Documents.  Borrower shall
not allow to occur any of the following without the prior written consent of
Administrative Agent and Majority Lenders:  (i) a reduction in the interest
rate applicable to the Fox Health Loan except as may be expressly required or
permitted pursuant to the Fox Health Loan Documents as in effect on the date
hereof, (ii) a delay in a date for the payment of accrued interest with respect
to the Fox Health Loan, (iii) an extension of the final maturity date of the
Fox Health Loan as provided in Section 1.4(a) of the Fox Health Loan Agreement
to a date later than December 31, 1999, or (iv) an increase in the maximum
aggregate principal amount of loans at any time outstanding under the Fox
Health Loan Agreement in excess of $30,000,000.  Borrower shall not allow to
occur any amendment or other modification of Sections 5.2, 5.3, 5.4, 5.5 or 6.2
of the Fox Health Loan Agreement without the prior written consent of the
Administrative Agent.  Borrower shall not allow to occur any of the following
without the prior written consent of Administrative Agent and Majority Lenders:
(A) modify the terms of payment of principal (whether at maturity, on mandatory
prepayment or otherwise) or interest in respect of the CareStream Note, (B)
release any collateral securing the CareStream Note and the CareStream
Indemnity, except as permitted by the CareStream Pledge Agreement, or (C)
modify or release any assumption or indemnification obligations benefiting
Borrower and the Consolidated Subsidiaries under the CareStream Indemnity.

        (x)      Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries.  Neither Borrower nor any Operating Subsidiary shall,
and Borrower shall not permit any Consolidated Subsidiary to, permit, create or
otherwise cause or





                                                                              72
<PAGE>   78
suffer to exist or become effective any restriction of any kind on the ability
of any Operating Subsidiary or Consolidated Subsidiary to (i) pay dividends or
make any other distribution on its capital stock to Borrower or any other
Subsidiary of Borrower, (ii) pay any Indebtedness owed to Borrower or any other
Subsidiary of Borrower, (iii) make any loan, advance, extension of credit or
capital contribution to, or make any investment in, or purchase or commit to
purchase any Securities or evidences of financial obligations of, or interests
in Borrower or any other Subsidiary of Borrower or (iv) transfer any of its
property or Assets to Borrower or any other Subsidiary of Borrower, except for
any restriction pursuant to the Loan Papers.

        (y)      Maintenance of Separate  Existence.  Neither Borrower nor any
Operating Subsidiary shall, and Borrower shall not permit any Consolidated
Subsidiary to, (i) fail to do all things necessary to maintain their corporate
existence separate and apart from Fox Health and any other Affiliate of Fox
Health, including, without limitation, holding regular meetings of their
stockholders and boards of directors and maintaining appropriate corporate
books and records (including current minute books); (ii) suffer any limitation
by Fox Health or any other Affiliate of Fox Health on the authority of their
own directors and officers to conduct their business and affairs in accordance
with their independent business judgment, or authorize or suffer any Person
other than their own officers and directors to act on their behalf with respect
to matters (other than matters customarily delegated to others under powers of
attorney) for which a corporation's own officers and directors would
customarily be responsible; (iii) fail to (A) maintain or cause to be
maintained under their control physical possession of all their books and
records (unless, in the case of a Consolidated Subsidiary, its Assets and
operations are immaterial), (B) maintain capitalization adequate for the
conduct of their business (unless, in the case of a Consolidated Subsidiary,
its Assets and operations are immaterial), (C) account for and manage all of
their liabilities separately from those of Fox Health and any other Affiliate
of Fox Health, including, without limitation, payment by them of all payroll
and other administrative expenses and taxes from their own assets, (D)
segregate and identify separately all of their Assets from those of Fox Health
and any other Affiliate of Fox Health, or (E) maintain offices through which
their business is conducted separate from those of Fox Health and any other
Affiliate of Fox Health unless there shall be a fair and appropriate allocation
of overhead costs among them, and each such entity shall bear its fair share of
such expenses; (iv) commingle their funds with those of Fox Health and any
other Affiliate of Fox Health, or use their funds for other than the uses of
Borrower, the Operating Subsidiaries and the other Consolidated Subsidiaries
except for payments made under the Tax Sharing Agreement; or (v) hold
themselves out to the public or to any of their creditors as being a unified
entity with assets and liabilities in common with any other Person, it being
understood that their financial statements will be





                                                                              73
<PAGE>   79
consolidated with those of Fox Health.  Borrower shall use its best efforts to
assure that at all times it shall have at least three independent directors who
are not, and who have not been within the preceding 12 month period, an
officer, director, employee or holder of 5% or more of the outstanding voting
securities of Fox Health or any Affiliate of Fox Health (other than an
independent director of Ben Franklin Retail Stores, Inc.).

        (z)      Amendments to or Waivers of Subordinated Debt; Payment of
Subordinated Debt.  Borrower shall not: (i) amend, supplement or otherwise
modify the subordination or other provisions of any indenture, agreement,
instrument or other document evidencing Subordinated Debt that requires the
approval of Administrative Agent in connection with the incurrence of such
Indebtedness pursuant to the definition of "Subordinated Debt", (ii) waive or
otherwise relinquish any of its rights or causes of action arising under any
indenture, agreement, instrument or other document governing or evidencing
Subordinated Debt; or (iii) prepay, redeem, defease (whether actually or in
substance) or purchase in any manner (or deposit or set aside funds for the
purpose of any of the foregoing), make any payment in respect of principal of
or premium on, or make any payment in respect of interest (other than regularly
scheduled payments of principal or interest required in accordance with the
terms governing or evidencing the respective Indebtedness) on, or permit any of
the Operating Subsidiaries or other Consolidated Subsidiaries to prepay,
redeem, defease or purchase in any manner, make any payment in respect of
principal of, or make any payment in respect of interest (other than regularly
scheduled payments of principal or interest required in accordance with the
terms of the instruments governing or evidencing the respective Indebtedness)
on, any Subordinated Debt, whether in connection with a change in control, sale
of assets, or otherwise.

6.3     REPORTING REQUIREMENTS.

        So long as any portion of the Obligations remains unpaid or any Lender
is committed to make any Advance hereunder, Borrower shall furnish to
Administrative Agent and each Lender the following:

        (a)      Monthly and Other Certificates.  As soon as available and in
any event on or before the third Business Day prior to the end of each calendar
month commencing with the first calendar month after the date hereof, a
Certificate substantially in the form of  Exhibit D hereto, setting forth the
calculation of the ratio set forth in Section 6.2(d) as of the last day of the
preceding month, in reasonable detail and certified as to accuracy by a
Financial Officer of Borrower.

        (b)      Quarterly Financial Reports.  As soon as available and in any
event within 50 days after the end of each fiscal quarter (other than the last
fiscal quarter of each fiscal year)





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<PAGE>   80
commencing with the fiscal quarter ended September 30, 1995, a consolidated
statement of operations, statement of stockholder's equity and statement of
cash flows of Borrower and its Consolidated Subsidiaries, in each case for the
period from the beginning of the current fiscal year to the end of such fiscal
quarter, and a consolidated balance sheet of Borrower and its Consolidated
Subsidiaries, in each case as at the end of such fiscal quarter, setting forth
(i) in each case (other than the balance sheet) in comparative form the figures
for the corresponding fiscal quarter and the corresponding portion of
Borrower's preceding fiscal year and (ii) in the case of the balance sheet in
comparative form the figures as at the preceding fiscal year end, all in
reasonable detail and certified as to fairness of presentation, GAAP and
consistency by a Financial Officer of Borrower, subject to changes resulting
from year-end adjustments.

        (c)      Compliance Certificates.  Concurrently with the financial
reports required pursuant to Section 6.3(b), a Compliance Certificate
substantially in the form of  Exhibit J hereto, appropriately completed.

        (d)      Notice of Default under this Agreement.  Promptly upon
becoming aware of the occurrence thereof, notification of any Potential Default
or Event of Default, specifying in connection with such notification all
actions taken or proposed to be taken in order to remedy such circumstance.

        (e)      Notice of Defaults under other Documents.  Within three
Business Days after Borrower or any Operating Subsidiary becomes aware of the
occurrence thereof, notification of Borrower's or any Consolidated Subsidiary's
default or potential default under any material agreement, document, instrument
or certificate to which such Person is a party or by which such Person or its
Assets is bound or affected.

        (f)      Proxies and Reports.  Promptly and as soon as available, one
copy of each (i) financial statement, report, notice or proxy statement sent by
Fox Health or Borrower to its stockholders generally, (ii) regular, periodic or
special report, registration statement or prospectus filed by Fox Health or
Borrower with any securities exchange or the Securities and  Exchange
Commission or any successor agency, (iii) press release or other statement made
available generally by Fox Health or Borrower to the public generally
concerning material developments in Fox Health's or Borrower's businesses, (iv)
order issued by any Tribunal materially affecting Borrower or any Consolidated
Subsidiary or its material Assets and (v) material report, notice or financial
statement required to be prepared by or on behalf of Borrower, any Consolidated
Subsidiary or any Plan, including without limitation those required by the
7.09% Note Purchase Agreements, the  Existing Credit Facility or any indenture,
agreement, instrument or other document governing or evidencing Subordinated
Debt.





                                                                              75
<PAGE>   81
        (g)      Notice of Legal Proceedings. Promptly upon becoming aware of
the existence thereof, notification of the institution of any investigation,
action, suit, proceeding, order, injunction or dispute with any Person or
Tribunal and involving Borrower or any Consolidated Subsidiary or any of its
Assets (including, without limitation, any of the Inventory or Receivables)
which could reasonably be expected to have a Material Adverse Effect.

        (h)      ERISA.  Promptly after such failure or minimum funding waiver
or extension of time application, written notification of any failure of any
Group Member, Fox Health or any Fox Health Member to make a required
installment or any other required payment under Sections 302 or 515 of ERISA on
or before the due date for such installment or payment, or upon any application
for a waiver of a required payment or contribution or an extension of time for
the same; and promptly after becoming aware of the occurrence of any event or
condition which has the result that any representation or warranty contained in
Section 5.12, if made on and again as of any date on or after the date of this
Agreement, ceases to be true, a written notification specifying the nature of
such event or condition; provided, further, that, where such event or condition
would be reasonably expected to have a Material Adverse Effect, such
notification shall include a description of what action Borrower, any Group
Member, Fox Health or any Fox Health Member is taking or proposes to take with
respect thereto and, when known, any action taken by the IRS, PBGC, Plan, Fox
Health Plan, or the Department of Labor with respect thereto.

        (i)      Burdensome Contracts; Certain Contracts with Account Debtors.
Within 30 days after any agreement or contract of any type described in Section
5.21 comes into existence, notification of the existence of such agreement or
contract and such other information relating thereto as Administrative Agent
may reasonably request.

        (j)      Reports and Information.  Such information (not otherwise
required to be furnished under the Loan Papers) respecting Borrower's or any
Consolidated Subsidiary's businesses, affairs, books, material Assets, or
liabilities, and such opinions, agreements, documents, instruments,
certificates and outside audits in addition to those mentioned in this
Agreement, as Administrative Agent (or any Lender through Administrative Agent)
may reasonably request from time to time, including, without limitation,
information regarding the subject matter of the information disclosed on
Schedule 2 hereto.

        (k)      Certain Defaults and Other Events.  Promptly after the
occurrence thereof, notification of the occurrence of any default by Borrower,
Fox Health or any of their respective Affiliates with respect to or under (i)
the 7.09% Notes or the 7.09% Note Purchase Agreements, (ii) the Tax Sharing
Agreement, (iii) the Fox Health Loan or the Fox Health Loan Documents,





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<PAGE>   82
(iv) any Subordinated Debt, (v) the  Existing Credit Facility or (vi) the
CareStream Note, the CareStream Pledge Agreement or the CareStream Indemnity,
the actions that Borrower intends to take with respect to such default and any
other information with respect thereto as Administrative Agent may reasonably
request from time to time; and promptly after the occurrence thereof,
notification of any amendment, waiver or other modification of the provisions
of the 7.09% Note Purchase Agreements, the 7.09% Notes or the 7.09% Note
Guaranties, the Tax Sharing Agreement, any of the Fox Health Loan Documents,
the Revolving Receivables Purchase Program, the Overline Facility, the
CareStream Note, the CareStream Pledge Agreement, the CareStream Indemnity or
any indenture, agreement, instrument or other document governing or evidencing
any Subordinated Debt, together with copies thereof.

                                  ARTICLE VII

                               EVENTS OF DEFAULT

7.1     NATURE OF EVENTS.

        An "Event of Default" shall exist if any one or more of the following
shall occur:

        (a)      Payments.  Borrower shall fail to make any payment of
principal, interest, fees, costs, expenses or other amounts with respect to the
Obligations on or before the date such payment is due and, except with respect
to principal or interest for which there shall be no notice requirement or cure
period, such failure shall continue for a period of ten days following
Borrower's receipt of notice thereof from Administrative Agent;

        (b)      Covenant Defaults.  Borrower, any Operating Subsidiary or any
other Consolidated Subsidiary shall fail to observe or perform any covenant or
agreement contained in Sections 6.1(b), 6.1(c), 6.1(d), 6.1(e) (except the
covenant contained in the first sentence thereof), 6.1(g), 6.1(l) or 6.1(m),
Section 6.2 or Sections 6.3(d), 6.3(e) or 6.3(k)(i) or (iv); or Borrower, any
Operating Subsidiary or any other Consolidated Subsidiary shall fail to observe
or perform any other covenant or agreement contained in the Loan Papers (other
than covenants and agreements pertaining to payment obligations of Borrower
which shall be governed by Section 7.1(a)) and such failure shall continue for
a period of 30 days following Borrower's receipt of notice thereof from
Administrative Agent; any such failure shall constitute an Event of Default
whether or not Borrower, any Operating Subsidiary or any Consolidated
Subsidiary shall have the power or authority to prevent such failure (e.g., an
Event of Default may result from matters relating to Fox Health or an Fox
Health Member under Sections 6.1(d), 6.1(e) and 6.2(p) whether or not Borrower
or any Operating Subsidiary or Consolidated Subsidiary has the power or
authority to affect such matters);





                                                                              77
<PAGE>   83
        (c)      Representations or Warranties.  Any representation, warranty
or other statement made or deemed made by or on behalf of Borrower, any
Operating Subsidiary or any other Consolidated Subsidiary and contained in the
Loan Papers or in any agreement, document, instrument or certificate furnished
in compliance or connection with the Loan Papers is false, misleading or
incorrect in any material respect as of the date made or deemed made;

        (d)      7.09% Notes,  Existing Credit Facility and Subordinated Debt.
Any Event of Default (as defined in the 7.09% Note Purchase Agreements) shall
occur; or any Event of Default (as defined in the  Existing Credit Facility)
shall occur; or any one or more Events of Default (as defined in the CareStream
Note, the CareStream Pledge Agreement or the CareStream Indemnity) shall occur;
or any Event of Default (as defined in any indenture, agreement, instrument or
other document governing or evidencing any Subordinated Debt) shall occur;

        (e)      Other Debt.  Any event or condition occurs with respect to
Indebtedness aggregating in excess of $5,000,000 (at any time outstanding) of
Borrower, any Operating Subsidiary or any other Consolidated Subsidiary, the
effect of which is (i) to cause or to permit any holder of such Indebtedness to
cause the same, or a material portion thereof, to become due prior to its
stated maturity or prior to its regularly scheduled date(s) of payment and such
right of acceleration is not waived by the holder (whether or not such
acceleration occurs), (ii) that all or any portion of any Indebtedness is
declared to be due and payable, or required to be prepaid (other than by
regularly scheduled payment) prior to the scheduled maturity thereof, or (iii)
that all or any portion of any such Indebtedness is not paid, renewed or
rearranged when due;

        (f)      Involuntary Proceedings.  A case is commenced or petition or
complaint is filed against Borrower, any Operating Subsidiary or any other
Consolidated Subsidiary (except any such other Consolidated Subsidiary which
has total Assets of not in excess of $5,000,000) under any Debtor Relief Law
and such case, petition or complaint remains in effect for more than 30 days; a
receiver, liquidator or trustee of Borrower, any Operating Subsidiary or any
such other Consolidated Subsidiary, or of any material Asset of Borrower, any
Operating Subsidiary or any such other Consolidated Subsidiary, is appointed by
court order and such order remains in effect for more than 45 days; or any
material Asset of Borrower, any Operating Subsidiary or any such other
Consolidated Subsidiary is sequestered by court order and such order remains in
effect for more than 45 days;

        (g)      Voluntary Proceedings.  Borrower, any Operating Subsidiary or
any other Consolidated Subsidiary (except any such other Consolidated
Subsidiary which has total Assets of not in excess of $5,000,000) voluntarily
seeks, consents to, or acquiesces in the benefit of any provision of any Debtor
Relief





                                                                              78
<PAGE>   84
Law; consents to the filing of any petition against it under any such law;
makes an assignment for the benefit of its creditors; admits in writing its
inability to pay its debts generally as they become due; or consents to the
appointment of a receiver, trustee, liquidator or conservator for it or any
part of its Assets;

        (h)      Undischarged Judgments.  Any judgment(s), decree(s) or
order(s) for the payment of money aggregating in excess of $5,000,000 (at any
time outstanding) shall be rendered against Borrower, any Operating Subsidiary
or any other Consolidated Subsidiary and such judgment(s), decree(s) or
order(s) shall not be satisfied and shall be in effect for any period of 30
consecutive days without being vacated, discharged, satisfied or stayed or
bonded pending appeal;

        (i)      Attachment.  The failure to have discharged, within a period
of 30 days after the commencement thereof, any attachment, sequestration or
similar proceeding against any material portion of the Assets of Borrower or
any Operating Subsidiary;

        (j)      Termination Event.  The occurrence of one or more Termination
Events, provided that the aggregate liability which is incurred by Borrower or
any Consolidated Subsidiary as a result of such event or events, individually
or collectively, shall exceed $5,000,000;

        (k)      Change of Control.  The occurrence of any Change of Control;
provided, however, that the occurrence of a Change of Control which has been
consented to by Majority Lenders shall not constitute an Event of Default; and
provided further that, if no Subordinated Debt is then outstanding, Lenders
shall not unreasonably withhold such consent based upon such considerations
(including, without limitation, considerations regarding character and
reputation of management and conflicts of interest) as they shall reasonably
deem relevant;

        (l)      Guaranty Agreements.  Any of the Guaranty Agreements executed
by the Operating Subsidiaries shall be held by a court of competent
jurisdiction to be invalid or unenforceable in any respect, or Borrower or any
Operating Subsidiary takes any action for the purpose of repudiating or
rescinding any Guaranty Agreement or the obligations of any Operating
Subsidiary thereunder, or Borrower or any Operating Subsidiary declares the
obligations of any Operating Subsidiary under its Guaranty Agreement are
unenforceable; or

        (m)      Material Adverse Effect.  The occurrence of any event or
events or the existence of any circumstance or circumstances which,
individually or collectively, has or have a Material Adverse Effect.





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<PAGE>   85
7.2     CONCURRENT ACCELERATION.

        In the event of the occurrence of an Event of Default specified in
Sections 7.1(f) or 7.1(g), the aggregate unpaid amount of the Obligations shall
immediately, and concurrently with the occurrence of such Event of Default,
become due and payable in full without any action or notification of any kind
required by Administrative Agent or any Lender, including, without limitation,
presentment, demand, protest or notice of protest, dishonor, notice of
intention to acceleration and notice of acceleration, all of which are
expressly hereby waived by Borrower.

7.3     CERTAIN RIGHTS OF LENDERS.

        (a)      Remedies Upon Default.  Should an Event of Default occur,
Administrative Agent may, at its discretion, and, at the request of Required
Lenders, Administrative Agent shall, take any one or more of the following
actions:

                 (i)     Acceleration.  Without demand or notice of any nature
        whatsoever, declare the unpaid balance of the Obligations, or any part
        thereof, immediately due and payable, whereupon the same shall be due
        and payable (unless accelerated automatically pursuant to Section 7.2);

                 (ii)    Termination.  Terminate the Aggregate Commitment in
        its entirety or as to any portion thereof, to the extent Administrative
        Agent or Required Lenders shall deem appropriate;

                 (iii)   Judgment.  Reduce any claim to judgment;

                 (iv)    Setoff.   Exercise the rights of setoff or banker's
        Lien against the interests of Borrower or any Consolidated Subsidiary
        in and to every account and other Assets of Borrower or any
        Consolidated Subsidiary which are in the possession of Administrative
        Agent or any Lender, or any Affiliate of any thereof, to the extent of
        the full amount of the Obligations; and

                 (v)      Exercise of Rights.   Exercise any and all other
        rights or remedies afforded by any applicable laws as Administrative
        Agent or Required Lenders shall deem appropriate, or by the Loan
        Papers, at law, in equity, or otherwise, including, but not limited to,
        the right to bring suit or other proceeding before any Tribunal, either
        for specific performance of any covenant or condition contained in the
        Loan Papers or in aid of the exercise of any right or remedy granted to
        Administrative Agent or any Lender in the Loan Papers.





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<PAGE>   86
        (b)      Performance by Administrative Agent.  Should any covenant,
duty or agreement of Borrower or any Operating Subsidiary fail to be performed
in accordance with the terms of the Loan Papers, Administrative Agent may, at
its discretion, perform or attempt to perform, such covenant, duty or agreement
on behalf of Borrower or such Operating Subsidiary.  In such event, Borrower
shall, at the request of Administrative Agent, promptly pay to Administrative
Agent any amount expended by Administrative Agent in such performance or
attempted performance, together with interest accrued thereon at the Default
Rate until Administrative Agent is reimbursed therefor.  Notwithstanding the
foregoing, it is expressly understood that Administrative Agent does not assume
and shall never have, except by its express written consent, any liability or
responsibility for the performance of any covenant, duty or agreement of
Borrower, any Operating Subsidiary or any other Consolidated Subsidiary under
the Loan Papers.

        (c)      Duties and Rights.  Administrative Agent and Lenders may
execute any of their duties or exercise any of their rights or remedies by or
in the name of Administrative Agent or any Lender and by or through any of
their officers, directors, employees, attorneys, agents or other
representatives.

        (d)      Lenders Not in Control.  Borrower and Operating Subsidiaries
acknowledge that none of the covenants or other provisions contained in this
Agreement shall give Administrative Agent or any Lender the right or power to
exercise control over the affairs or management of Borrower, any Operating
Subsidiary or any other Subsidiary of Borrower.

        (e)      Waivers.  The acceptance by Administrative Agent or any Lender
at any time and from time to time of partial payment of the Obligations shall
not be deemed to be a waiver of any Event of Default or Potential Default then
existing.  No waiver by Administrative Agent or any Lender of any Event of
Default or Potential Default shall be deemed to be a waiver of any other or
subsequent Event of Default or Potential Default.  No delay or omission by
Administrative Agent or any Lender in exercising any right or remedy shall
impair such right or remedy or be construed as a waiver thereof or an
acquiescence therein, and no single or partial exercise of any such right or
remedy shall preclude other or further exercise thereof, or the exercise of any
other right or remedy under the Loan Papers or otherwise.   Except as otherwise
provided in this Agreement or by applicable law, Borrower, each Operating
Subsidiary and each surety, endorser, guarantor and other party liable for the
payment or performance of all or any portion of the Obligations severally waive
presentment and demand for payment, protest, and notice of protest, notice of
intention to accelerate, acceleration and nonpayment, and agree that their
liability shall not be affected by any renewal or extension in the time of
payment of any Obligation, or by any release or change in any security for the





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<PAGE>   87
payment or performance of the Obligations, regardless of the number of such
renewals, extensions, releases or changes.

        (f)      Cumulative Rights.  All rights and remedies available to
Administrative Agent or any Lender under the Loan Papers shall be cumulative of
and in addition to all other rights and remedies granted to Administrative
Agent or any Lender at law or in equity, whether or not the Obligations are due
and payable and whether or not Administrative Agent or any Lender shall have
instituted any suit for collection or other action in connection with the Loan
Papers.

        (g)       Expenditures by Lenders.  Any sums expended by or on behalf
of Administrative Agent or any Lender pursuant to the exercise of any right or
remedy shall, to the extent the same are required to be paid or reimbursed by
Borrower pursuant to Section 6.1(h), become part of the Obligations of Borrower
and shall bear interest at the Default Rate, from the date of such expenditure
until the date repaid.

        (h)      Indemnification of Administrative Agent and Lenders.  Borrower
and each Operating Subsidiary hereby jointly and severally indemnifies
Administrative Agent, Documentation Agent, each Lender and Administrative
Agent's, Documentation Agent's and each Lender's directors, officers,
employees, attorneys and agents (Administrative Agent, Documentation Agent,
each Lender and each such other Person is hereinafter called an "Indemnitee")
and holds them and each of them harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, expenses and disbursements (collectively "Claims") of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against any Indemnitee, in any way relating to or arising out of the Loan
Papers or any of the transactions contemplated therein (including, without
limitation, any Claims relating to or arising out of the execution or delivery
of this Agreement or any other Loan Paper, the performance of the terms and
provisions hereof and thereof and the obligations thereunder, and the use of
the proceeds of the Loans) or the Environmental Laws, no matter how such Claims
arise or result, and including, without limitation, those Claims that may arise
or result from any Indemnitee's negligence or inadvertence; provided, however,
that no Indemnitee shall have the right to be indemnified hereunder (i) to the
extent that such Claims directly relate to or arise out of any breach by such
Indemnitee of its obligations under the Loan Papers, (ii) to the extent that
such Claims directly relate to or arise out of the relationship between (A) an
assignor Lender and an assignee Lender under this Agreement or (B) a Lender and
a participant of such Lender under this Agreement, or (iii) to the extent that
the Claims as to which such Indemnitee is seeking indemnification are
determined by a court of competent jurisdiction by final and nonappealable
order or judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.  Such indemnification shall not give Borrower or
any





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<PAGE>   88
Operating Subsidiary any right to participate in the selection of counsel for
any Indemnitee or the conduct or settlement of any dispute or proceeding for
which indemnification may be claimed.

        (i)      Right of Setoff.  If an Event of Default shall have occurred
and be continuing, and either (i) such Event of Default shall consist of a
failure of Borrower to make any payment of principal or interest with respect
to any Loan, (ii) Administrative Agent shall have declared the Loans
immediately due and payable or (iii) Required Lenders shall have requested
Administrative Agent to declare the Loans immediately due and payable, then
each Lender and each of its Affiliates are hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender or any of its Affiliates to or for the credit or account of
Borrower or any Guarantor against any or all of the Obligations now or
hereafter existing and held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or any other Loan Paper
and whether or not such Obligations shall be matured or unmatured.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

8.1     APPOINTMENT AND AUTHORIZATION; ADMINISTRATION; DUTIES.

        (a)      Administrative Agent.  The general administration of the Loan
Papers and any other documents contemplated by this Agreement shall be by
Administrative Agent or its designees.  Administrative Agent shall not be
required to exercise any right or remedy with respect to any Event of Default
except as may be expressly directed by Required Lenders.  In the event Required
Lenders direct Administrative Agent to exercise any right or remedy available
hereunder, Administrative Agent agrees to commence taking action with respect
to such right or remedy within a reasonable period of time and to diligently
pursue such action or to submit its resignation pursuant to Section 8.10.
Except as otherwise provided herein or otherwise agreed to by Administrative
Agent and Lenders in writing, each Lender hereby irrevocably authorizes
Administrative Agent, at Administrative Agent's discretion, to take or refrain
from taking such actions as Administrative Agent on such Lender's behalf and to
exercise or refrain from exercising such powers, rights and remedies under the
Loan Papers and any other documents contemplated by this Agreement as are
delegated by the terms hereof or thereof, as appropriate, together with all
powers, rights and remedies reasonably incidental thereto.  Notwithstanding the
foregoing or any term or provision of this Agreement, Administrative Agent
shall have no duties or responsibilities except as expressly set forth in this
Agreement or the other Loan Papers.  Unless





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<PAGE>   89
otherwise expressly stated in this Agreement or in the other Loan Papers to the
contrary, all references in this Agreement and the other Loan Papers to
Administrative Agent shall be deemed to be references to Administrative Agent
in its capacity as agent for and on behalf of Lenders pursuant to this
Agreement and the other Loan Papers.

        (b)      Powers.  Each Lender irrevocably appoints and authorizes
Administrative Agent to exercise such powers, rights and remedies under this
Agreement and the other Loan Papers or otherwise as are delegated to
Administrative Agent by the terms hereof or thereof, together with all such
powers, rights and remedies as are reasonably incidental thereto, provided,
however, that, as between and among Lenders, Administrative Agent will not
prosecute, settle or compromise any claim against Borrower or any Consolidated
Subsidiary or release or institute enforcement proceedings against any guaranty
securing the Obligations, except with the consent of Required Lenders.  Any
action for enforcement of the interests of Lenders under the Loan Papers shall
be taken either as Administrative Agent for Lenders or directly in the
respective names of Lenders, as counsel to Administrative Agent may at the time
advise.  Subject to Section 9.7, Lenders consent and agree that any action
taken by Administrative Agent with the consent or at the direction of Required
Lenders as provided herein shall be taken for and on behalf of all Lenders,
including those who may not have so consented or directed; provided that any
Lender may direct Administrative Agent not to act for or on its behalf in any
such proceeding if such Lender executes in favor of Administrative Agent a
release of its rights to share in the benefits of any such action.  Lenders,
Borrower and Operating Subsidiaries agree that Administrative Agent is not a
fiduciary for Lenders, Borrower, any Operating Subsidiary or any other Person
but simply is acting in the capacity described herein to alleviate
administrative burdens for all parties hereto and that Administrative Agent has
no duties or responsibilities to Lenders, Borrower, any Operating Subsidiary or
any other Person except those (if any) expressly set forth herein.

8.2     ADVANCES AND PAYMENTS.

        On the date of each Advance, Administrative Agent shall be authorized,
but not obligated, to advance, for the account of each Lender making such
Advance, the amount of the Advance to be made by it in accordance with Article
II if and to the extent that such Lender does not make such amount timely
available to Administrative Agent for advance to Borrower pursuant to this
Agreement.  Each Lender agrees to immediately reimburse Administrative Agent in
immediately available funds for any amount so advanced on its behalf by
Administrative Agent.  If any such reimbursement is not made in immediately
available funds on the same day on which Administrative Agent shall have made
any such amount available on behalf of any Lender, such Lender shall pay
interest to Administrative Agent at the Federal Funds Rate until such
reimbursement is made.  All amounts to be paid to





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Lenders by Administrative Agent shall be credited to Lenders, forthwith after
collection by Administrative Agent, in immediately available funds, in such
manner as Lenders and Administrative Agent shall from time to time agree.

8.3     SHARING OF PAYMENTS.

        Each Lender agrees that if it or any of its Affiliates shall obtain any
payment (whether voluntarily, involuntarily through the exercise of a right of
banker's Lien, setoff or counterclaim, including, without limitation, a secured
claim under the Bankruptcy Code or other security interest arising with respect
to or in lieu of such secured claim and received by such Lender under any
Debtor Relief Law, or otherwise) in respect of any Obligation owing to such
Lender as a result of which the unpaid portion of its Advances is
proportionately less than the unpaid portion of the Advances of other Lenders
(based upon the respective Pro Rata Shares of the Aggregate Commitment) (a) it
shall promptly purchase at par (and shall be deemed to have thereupon
purchased) from such other Lenders a participation in such Advances of such
other Lenders, so that the aggregate unpaid principal amount of such Advances
of each Lender shall be in the same proportion to the aggregate unpaid
principal amount of all Advances then outstanding as the principal of such
Advances of such Lender prior to the obtaining of such payment was to the
principal amount of all such Advances outstanding prior to the obtaining of
such payment, (b) it shall pay interest calculated at the Federal Funds Rate to
such other Lenders on the amount purchased from the date it received such
payment until the date of the purchase of such participation, and (c) such
other adjustments shall be made from time to time as shall be equitable to
ensure that Lenders share such payment pro rata based upon their respective Pro
Rata Shares of the Aggregate Commitment.  Notwithstanding anything to the
contrary contained herein, if a Lender shall obtain payment in respect of
Advances under any circumstances contemplated herein while any Advances shall
remain outstanding, such Lender shall promptly turn over such payment to
Administrative Agent for distribution, as appropriate, to Lenders on account of
the Advances as provided herein.  Borrower expressly consents to the foregoing
arrangements and agrees that any Lender or Lenders holding (or deemed to be
holding) a participation in any of the Loans or other Obligations may exercise
any and all rights of payment (including, without limitation, rights of
banker's lien, setoff or counterclaim) with respect to such participation as
fully as if such Lender were the direct creditor of Borrower in the amount of
such participation.

8.4     DISTRIBUTION OF INFORMATION.

        Administrative Agent shall forward to all Lenders copies of all
financial statements and reports of a material nature furnished to it hereunder
by Borrower other than those which are by the terms hereof to be distributed by
Borrower directly to Lenders, provided, however, that any failure by
Administrative





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Agent to do so shall not result in any liability to Administrative Agent.

8.5     NOTICE TO LENDERS.

         Except as otherwise provided in this Agreement or except with respect
to communications or notices to be provided directly to Lenders by Borrower or
any Consolidated Subsidiary pursuant to this Agreement or the other Loan
Papers, upon receipt by Administrative Agent from Borrower of any communication
calling for an action on the part of Lenders, or upon notice to Administrative
Agent of any Event of Default, Administrative Agent shall, in a prompt fashion,
give to Lenders notice of the nature of such communication or Event of Default,
as the case may be; provided, however, that any failure by Administrative Agent
to give any such notice shall not result in any liability to Administrative
Agent except if such failure constitutes gross negligence or willful
misconduct.

8.6     LIABILITY OF ADMINISTRATIVE AGENT.

        (a)      Other Agents.  Administrative Agent, when acting on behalf of
Lenders, may execute any of its responsibilities or duties under this Agreement
by or through its, or any Lender's, officers, directors, employees, attorneys
or agents.  All such officers, directors, employees, attorneys and agents, when
exercising the rights or performing the duties of Administrative Agent, shall
be deemed to be included in the term Administrative Agent.  Neither
Administrative Agent nor its officers, directors, employees, attorneys or
agents shall be liable to Lenders or any of them for any action taken or
omitted to be taken in good faith, or be responsible to Lenders or to any of
them for the consequences of any oversight or error of judgment, or for any
loss, unless the same shall happen through its gross negligence or willful
misconduct.  Administrative Agent and its officers, directors, employees,
attorneys and agents shall in no event be liable to Lenders or to any of them
for any action taken or omitted to be taken by it pursuant to instructions
received by it from Required Lenders or, to the extent contemplated hereby, any
of Lenders or in reliance upon the advice of counsel selected by it.  Without
limiting the foregoing, neither Administrative Agent nor any of its officers,
directors, employees, attorneys or agents shall be responsible to any of
Lenders for the due execution, validity, genuineness, effectiveness,
sufficiency or enforceability of, or for any statement, warranty or
representation in, or for the perfection of any Lien contemplated by, this
Agreement or any other Loan Paper, or shall be required to ascertain or to make
any inquiry concerning the performance or observance by Borrower, any Operating
Subsidiary or any other Consolidated Subsidiary of any of the terms,
conditions, covenants or agreements of this Agreement or any other Loan Paper.





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        (b)      No Responsibility for Failure of Performance.  Neither
Administrative Agent nor any of its officers, directors, employees, attorneys
or agents (when acting in its or their capacities as or on behalf of
Administrative Agent hereunder) shall have any responsibility to Borrower, any
Operating Subsidiary or any other Consolidated Subsidiary on account of the
failure or delay in performance or breach by any of Borrower, any Operating
Subsidiary, any other Consolidated Subsidiary or Lenders of any of their
respective obligations under this Agreement or any other Loan Paper.

        (c)      Communications.  Administrative Agent, as agent hereunder,
shall be entitled to rely on any communication, instrument or document
reasonably believed by it to be genuine or correct and to have been signed or
sent by a Person or Persons believed by it to the proper Person or Persons, and
it shall be entitled to rely on advice of legal counsel, independent public
accountants and other professional advisers and experts selected by it.

8.7     REIMBURSEMENT AND INDEMNIFICATION.

        Each Lender agrees (a) if and to the extent not promptly reimbursed by
Borrower, to reimburse Administrative Agent, in accordance with such Lender's
Pro Rata Share of the Advances to which the same relate (except as provided
below in this Section 8.7), on demand, for reasonable fees, costs and expenses
incurred for the benefit of Lenders under the Loan Papers, including, without
limitation, reasonable counsel fees and compensation of agents and employees
paid for services rendered on behalf of Lenders, and any other reasonable
expense incurred in connection with the preparation, execution, administration,
monitoring or enforcement thereof, (b) if and to the extent not promptly
indemnified by Borrower, to indemnify and hold harmless Administrative Agent
and any of its officers, directors, employees, attorneys or agents, in
accordance with such Lender's Pro Rata Share of the Advances to which the same
relate (except as provided below in this Section 8.7), on demand, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against it
or any of them in any way relating to or arising out of this Agreement or any
other Loan Paper or any action taken or omitted by it or any of them under this
Agreement or any other Loan Paper (except such as shall result from their gross
negligence or willful misconduct), and (c) that Administrative Agent may offset
distributions of principal, interest and fees due to a Lender by the amount of
unreimbursed amounts due and owing in accordance with the provisions of this
Section 8.7 if such Lender has not reimbursed or indemnified Administrative
Agent upon a written request by Administrative Agent for reimbursement or
indemnification.  If and to the extent that Administrative Agent, in its
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pursuant to this Section 8.7 does not relate to any particular Loan or Letter
of Credit, such reimbursement or indemnification, as the case may be, shall be
made in accordance with such Lender's Pro Rata Share of the Aggregate
Commitment.

8.8     RIGHTS OF ADMINISTRATIVE AGENT AND DOCUMENTATION AGENT.

        It is understood and agreed that Citicorp and NationsBank shall have
the same powers, rights, remedies and obligations hereunder (including the
right to give such instructions) as the other Lenders and may exercise such
powers, rights and remedies, as well as its powers, rights and remedies under
other agreements, documents, instruments and certificates to which it is or may
be party, and engage in other transactions with Borrower, any Operating
Subsidiary, any other Consolidated Subsidiary, or any other Affiliate of
Borrower, as though it were not the Administrative Agent or Documentation
Agent, as the case may be, under this Agreement.

8.9     INDEPENDENT INVESTIGATION AND CREDIT DECISION BY LENDERS.

        Each Lender acknowledges and agrees that it has decided to enter into
this Agreement and to make Loans hereunder based on its own analysis of (a) the
transactions contemplated hereby, (b) the creditworthiness of Borrower and
Consolidated Subsidiaries, (c) this Agreement and the other Loan Papers and (d)
the business, legal and other issues relating thereto, and further acknowledges
and agrees that neither Administrative Agent nor Documentation Agent shall bear
any responsibility therefor.  Each Lender acknowledges and agrees that it will,
independently and without reliance upon Administrative Agent, Documentation
Agent or any other Lender, continue to make its own credit decisions and other
decisions regarding the taking or not taking of any action under this Agreement
or the other Loan Papers.

8.10    SUCCESSOR ADMINISTRATIVE AGENT.

        Administrative Agent may resign at any time by giving at least five
Business Days' prior notice thereof to Lenders and Borrower.  Within 30 days
after the retiring Administrative Agent's giving of notice of resignation,
Majority Lenders shall have the right to appoint a successor Administrative
Agent from among Lenders and, if such right is exercised, such Lender appointed
by Majority Lenders as such shall thereupon become successor Administrative
Agent (unless such Lender shall decline to accept such appointment).  If no
successor Administrative Agent shall have been so appointed by Majority Lenders
and shall have accepted such appointment within 30 days after the retiring
Administrative Agent's giving of notice of resignation, the retiring
Administrative Agent may, on behalf of Lenders, appoint a successor
Administrative Agent which shall either be a Lender or a commercial bank
reasonably acceptable to Borrower





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constituting an Eligible Assignee and having capital and surplus of at least
$750,000,000.  Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the powers, rights,
remedies, privileges, responsibilities and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its responsibilities, duties and obligations under this Agreement.  After
any retiring Administrative Agent's resignation hereunder as Administrative
Agent, the provisions of this Article VIII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.

                                   ARTICLE IX


                                 MISCELLANEOUS

9.1     NOTICES.

        Unless otherwise expressly provided in this Agreement, all notices or
other communications required or permitted to be given under this Agreement
shall be in writing and may be personally served, telecopied, telefaxed,
telexed or sent by courier or first class prepaid mail (airmail if to an
address in a foreign country from the party writing) and shall be deemed to
have been given and received when delivered in person or by courier service,
upon transmission of a telecopy, telefax or telex or otherwise upon actual
receipt.  For purposes of this Agreement, the addresses of the parties to this
Agreement (until 15 days' prior notice of a change thereof is delivered as
provided in this Section 9.1) shall be as set forth below each party's name on
the signature pages hereof.

9.2     SURVIVAL.

        All representations, warranties, covenants and agreements made by
Borrower, any Operating Subsidiary or any other Consolidated Subsidiary herein
or in the other Loan Papers shall be considered to have been relied upon by
Administrative Agent and Lenders and shall survive the delivery of the Loan
Papers, the making of Loans and the creation and extension of the Obligations,
regardless of any investigation made by or on behalf of Administrative Agent or
any Lender.  All covenants and agreements made by Borrower, any Operating
Subsidiary or any other Consolidated Subsidiary herein or in the other Loan
Papers regarding the payment of principal, interest, fees, taxes, costs or
expenses, and all covenants and agreements made (a) by Borrower, any Operating
Subsidiary or any other Consolidated Subsidiary or (b) by Lenders herein, (i)
to or in favor of any one or more of Administrative Agent and Lenders or (ii)
to or in favor of Administrative Agent, respectively, regarding any
indemnification or reimbursement or disclaimer of liability (including, without
limitation, the provisions of Sections 2.8,





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2.11, 7.3(h), 7.3(i) and 8.7), shall survive the termination of this Agreement
  and the other Loan Papers.

9.3     GOVERNING LAW.

        THIS AGREEMENT AND THE OTHER LOAN PAPERS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE U.S.
FEDERAL LAWS.

9.4     LIMITATION ON INTEREST.

        Notwithstanding anything to the contrary contained in this Agreement or
the other Loan Papers, none of the terms and provisions of this Agreement or
the other Loan Papers shall ever be construed to create a contract or
obligation to pay interest at a rate in excess of the Maximum Lawful Rate; and
neither Administrative Agent, Documentation Agent nor any Lender shall ever
charge, receive, take, collect, reserve or apply, as interest on the
Obligations, any amount in excess of the Maximum Lawful Rate.  In furtherance
of the foregoing, the parties hereto agree that any interest, charge, fee,
expense or other obligation provided for in this Agreement or in the other Loan
Papers which constitutes interest under applicable law shall be limited to an
amount equal to the lesser of (a) the amount of such interest, charge, fee,
expense or other obligation that would be payable in the absence of this
Section 9.4, or (b) an amount, which when added to all other interest payable
under this Agreement or the other Loan Papers, equals the Maximum Lawful Rate.
If, notwithstanding the foregoing, Administrative Agent or any Lender ever
contracts for, charges, receives, takes, collects, reserves or applies as
interest any amount in excess of the Maximum Lawful Rate, such amount which
would be deemed excessive interest shall be deemed a partial payment or
prepayment of principal of the Obligations and treated hereunder as such; and
if the Obligations, or applicable portions thereof, are paid in full, any
remaining excess shall promptly be paid to Borrower (or to such other Person
who may be entitled thereto by law). In determining whether the interest paid
or payable, under any specific contingency, exceeds the Maximum Lawful Rate,
Borrower, Operating Subsidiaries, Administrative Agent and Lenders shall, to
the maximum extent permitted under applicable law, (i) characterize any
nonprincipal payment as an expense, fee or premium rather than as interest,
(ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize,
prorate, allocate and spread, as appropriate to reflect variation in the
Maximum Lawful Rate, the total amount of interest throughout the entire
contemplated term of the Obligations, or applicable portions thereof, so that
the interest rate does not exceed the Maximum Lawful Rate at any time during
the term of the Obligations; provided that, if the unpaid principal balance is
paid and performed in full prior to the end of the full contemplated term
thereof, and if the interest received for the actual period of existence
thereof exceeds the Maximum Lawful Rate, Administrative Agent or Lenders, as
appropriate, shall





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refund to Borrower (or to such other Person who may be entitled thereto by law)
the amount of such excess and, in such event, Administrative Agent and Lenders
shall not be subject to any penalties provided by any laws for contracting for,
charging, receiving, taking, collecting, reserving or applying interest in
excess of the Maximum Lawful Rate.

9.5     INVALID PROVISIONS.

        If any provision of this Agreement or any of the other Loan Papers is
held to be illegal, invalid or unenforceable under present or future laws
effective during the term thereof, such provision shall be fully severable,
this Agreement and the Loan Papers shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof
or thereof, and the remaining provisions hereof or thereof shall remain in full
force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance therefrom. Furthermore, in lieu of
such illegal, invalid or unenforceable provision there shall be added
automatically as a part of this Agreement or the other Loan Papers (as the case
may be) a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

9.6     SUCCESSORS AND ASSIGNS.

        (a)  Interested Parties; Prohibition Regarding Assignment by Borrower.
This Agreement and the other Loan Papers shall be binding upon and inure to the
benefit of Borrower, Operating Subsidiaries, Lenders, Administrative Agent and
Documentation Agent and their respective successors and assigns; provided,
however, that neither Borrower nor any Operating Subsidiary may assign,
transfer or delegate any of its rights, duties or obligations under this
Agreement or the other Loan Papers without the prior written consent of
Administrative Agent and Lenders.  Lenders may assign, sell and transfer their
interests, rights and obligations under this Agreement and the other Loan
Papers only in accordance with this Section 9.6.

        (b)      Assignment by Lenders.  Any Lender may assign to one or more
Eligible Assignees all or any portion of its interests, rights and obligations
under this Agreement and the other Loan Papers; provided, however, that (i)
each such assignment shall be of a constant, and not a varying, percentage of
all of the assigning Lender's interests, rights and obligations under this
Agreement, (ii) the amount of each such assignment (determined as of the date
of the Assignment and Acceptance with respect to such assignment) shall not be
less than the lesser of (A) the entire amount of such Lender's Advances or (B)
the principal amount of $5,000,000 or an integral multiple of $1,000,000 in
excess thereof.  In addition, if any Lender shall not consent to any amendment
or waiver requested by Borrower hereunder, at any time following 45 days
thereafter,





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Borrower may require such Lender to assign all its rights and obligations to
another financial institution chosen by Borrower and acceptable to
Administrative Agent, for a purchase price equal to the sum of all amounts
owing to such Lender under the Loan Papers, calculated as if the Advances of
such Lender were being repaid).  The parties to each such assignment shall
execute and deliver to Administrative Agent, for its acceptance and recording
in the Register, an Assignment and Acceptance, together with the Notes subject
to such assignment, and a processing and recordation fee of $2,500 payable to
Administrative Agent; provided, however, that such fee shall not apply in the
circumstances contemplated by the immediately preceding sentence.  Upon such
execution, delivery, acceptance and recording, from and after the "Effective
Date" specified in the Assignment and Acceptance, which "Effective Date",
unless Administrative Agent agrees otherwise, shall not be earlier than five
Business Days after the date of acceptance and recording by Administrative
Agent on behalf of Borrower (provided, however, that, as between the assigning
Lender and the assignee thereunder only, the effective date shall be the
effective date of execution and delivery as between such Persons as specified
in the Assignment and Acceptance), (A) the assignee thereunder shall be a
Lender under this Agreement and, to the extent provided in such Assignment and
Acceptance, have the interests, rights and obligations of a Lender hereunder
and (B) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of the assigning Lender's interests, rights and obligations
under this Agreement, such assigning Lender shall cease to be a Lender under
this Agreement).  Each Lender shall, in a reasonably prompt fashion after it
has engaged in any material discussions with an Eligible Assignee that
apparently will lead to an assignment referred to in this Section 9.6(b),
notify Borrower of the identity of such Eligible Assignee unless such Eligible
Assignee has expressly requested that its identity remain confidential;
provided, however, that the failure to give any such notification shall not
result in any liability to such Lender and shall not affect the rights of
Lenders or the obligations of Borrower hereunder.

        (c)      Assignment to Affiliates.  Notwithstanding the other
provisions of this Section 9.6, each Lender may at any time make an assignment,
sale or transfer of all or any portion of its interests, rights and obligations
under this Agreement and the other Loan Papers, and may make an assignment,
sale or transfer of any participation therein, to any Affiliate of such Lender
whether or not such Affiliate is an Eligible Assignee.   Except as stated in
this Section 9.6(c), any such assignment shall be made pursuant to, and upon
the execution and delivery to Administrative Agent for its acceptance and
recording of, an Assignment and Acceptance and pursuant to the terms and
provisions of Sections 9.6(b) and 9.6(d) (including payment to





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Administrative Agent of a processing and recordation fee of $2,500).

        (d)      Effect of Assignment and Acceptance.  By executing and
delivering an Assignment and Acceptance, the assigning Lender thereunder and
the Eligible Assignee (or an Affiliate of the assigning Lender if the
assignment is made pursuant to Section 9.6(c)) thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assignee is an Eligible Assignee (or an Affiliate of the assigning
Lender if the assignment is made pursuant to Section 9.6(c)); (ii) other than
as provided in the Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
representations, warranties or other statements made in or in connection with
this Agreement or any other Loan Paper or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other Loan Paper; (iii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of Borrower or any Consolidated Subsidiary or the performance or observance by
Borrower or any Consolidated Subsidiary of any of its obligations under this
Agreement or any other Loan Paper; (iv) such assignee confirms that it has
received a copy of this Agreement, together with copies of the most recent
Financial Statements delivered pursuant to Sections 6.3(b) (or if none of such
Financial Statements shall have been delivered, then copies of the Base
Financial Statements) and such other agreements, documents, instruments,
certificates and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (v)
such assignee will independently and without reliance upon Administrative
Agent, such assigning Lender or any other Lender and based on such agreements,
documents, instruments, certificates and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan Papers; (vi) such
assignee appoints and authorizes Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the
other Loan Papers as are delegated to the Administrative Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; (vii)
such assignee agrees that it will perform in accordance with their terms all
the obligations which by the terms of this Agreement and the other Loan Papers
are required to be performed by it as a Lender; and (viii) such assignee makes
loans in the ordinary course of its business.

        (e)      Register.  Administrative Agent shall maintain at its offices
in New York, New York a copy of each Assignment and Acceptance delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amount of the Advances owing to each
Lender pursuant to the terms hereof from time to time (the "Register").





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The entries in the Register shall be conclusive in the absence of manifest
error and Borrower, Consolidated Subsidiaries, Administrative Agent and Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by Borrower, Consolidated
Subsidiaries and Lenders at any reasonable time and from time to time upon
reasonable prior notice.

        (f)      Acceptance and Recording.  Upon its receipt of an Assignment
and Acceptance executed by an assigning Lender and an Eligible Assignee (or the
Affiliate of an assigning Lender if the assignment is made pursuant to Section
9.6(c)) and the required processing and recordation fee, Administrative Agent
shall, if such Assignment and Acceptance is duly completed and is in the
required form, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to Lenders and Borrower.  Within five Business Days after its receipt
of any such notice from Administrative Agent, Borrower, at its own expense,
shall execute and deliver to Administrative Agent, in exchange for the
surrendered Note or Notes, a new Note or Notes payable to the order of such
assignee in the appropriate principal amount(s) evidencing such assignee's
assigned Loans and Commitments, and, if the assignor Lender has retained a
portion of its Loans and Commitments, a new Note or Notes payable to the order
of such assignor in the appropriate principal amount(s) evidencing such
assignor's Loans and Commitments retained by it.  Such new Note(s) shall be
dated the date of the surrendered Note(s) which they replace and shall
otherwise be in substantially the form of the surrendered Notes, as
appropriate.

        (g)      Participations.  Each Lender may, without the consent of
Borrower, any Consolidated Subsidiary or Administrative Agent, sell
participations to one or more Lenders in all or a portion of its interests,
rights and obligations under this Agreement (including all or a portion of its
Loans or Commitment) held by it; provided, however, that (i) such Lender shall
remain a Lender for all purposes of this Agreement and the transferee of such
participation shall not constitute a Lender under this Agreement, (ii) such
Lender's obligations under this Agreement shall remain unchanged, (iii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iv) the participating banks or other entities
shall be entitled to the benefit of the provisions contained in Sections 2.8
and 2.11 to the same extent as if they were Lenders, except that no such
participant shall be entitled to receive any greater benefit pursuant to
Section 2.8 than its assignor Lender would have been entitled to receive with
respect to the rights participated, and (v) Borrower, Consolidated
Subsidiaries, Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's
interests, rights and obligations under this Agreement, and such Lender shall
retain the sole right





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to enforce the obligations of Borrower, Operating Subsidiaries and other
Consolidated Subsidiaries relating to the Loans and to approve any amendment,
modification or waiver of any provision of this Agreement, provided that such
participation agreement may provide that such Lender will not agree to any
amendment, modification or waiver of this Agreement or the other Loan Papers,
without the consent of such participant, that would (A) reduce the principal or
the rate of interest payable by Borrower on any Loan or reduce any fees payable
to it by Borrower, (B) postpone any date fixed for the payment of principal of
or interest on the Loans or any fees payable to it by Borrower, (C) increase
any Commitment of any Lender or subject any Lender to any obligation to make
Loans, (D) release any Guaranty guaranteeing any of the Obligations, or (E)
amend Section 9.7 or any other provision of this Agreement requiring the
consent or other action of all Lenders.

        (h)      Disclosure.  Any Lender may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section 9.6, disclose to the assignee or participant or proposed assignee or
participant any information relating to Borrower, any Operating Subsidiary or
any other Subsidiary of Borrower, the Loan Papers furnished to such Lender by
or on behalf of the Borrower, any Operating Subsidiary or any other Subsidiary
of Borrower; provided, however, that, prior to any such disclosure, each such
assignee or participant or proposed assignee or participant shall execute an
agreement whereby such assignee or participant shall agree (subject to
customary exceptions) to preserve the confidentiality of any non-public
information received from such Lender on the same terms and conditions as
contained in Section 9.13.

        (i)      Substitution of Lenders.  If (i) any Lender has demanded
compensation under Section 2.8(a) in an aggregate amount exceeding $15,000
during any calendar year, (ii) any Lender has claimed any additional amounts
payable under Section 2.11(c) for Other Taxes not applicable to Citicorp in an
aggregate amount exceeding $15,000 during any calendar year, (iii) any Lender
is or becomes insolvent or a receiver, conservator or similar authority is
appointed for any Lender, then Administrative Agent or Borrower shall have the
right, but not the obligation, upon notice to such Lender and Borrower or
Administrative Agent, as applicable, to designate, with the consent of such
assignee, an assignee for any such Lender, which assignee shall be an Eligible
Assignee mutually satisfactory to Administrative Agent and Borrower, to
purchase such Lender's Loans and Commitments and assume such Lender's
obligations; provided, however, that Borrower shall not have the right to
designate any assignee for Citicorp.  Within ten Business Days after any such
notice to such Lender and Borrower or Administrative Agent, as applicable, such
Lender shall be obligated to sell its Loans and Commitment, and such assignee
shall be obligated to purchase such Loans and assume such Lender's obligations,
pursuant to an Assignment and Acceptance.  The purchase price therefor shall be
an amount equal





                                                                              95
<PAGE>   101
to the sum of (A) the outstanding principal amount of the Loans payable to such
Lender, plus (B) all accrued and unpaid interest on such Loans, plus (C) all
accrued and unpaid fees and other amounts due to such Lender pursuant to this
Agreement.

        (j)      Assignment to Federal Reserve Bank. Notwithstanding anything
to the contrary contained in this Section 9.6, any Lender may at any time or
from time to time assign as collateral all or any portion of its rights under
this Agreement with respect to its Loans, Commitment and Note to a Federal
Reserve Bank.  No such assignment shall release the assigning Lender from its
obligations under this Agreement.

9.7     ENTIRETY AND AMENDMENTS.

        Except as provided in Section 2.6 regarding fees, this Agreement and
the other Loan Papers embody the entire agreement between or among the parties
hereto relating to the subject matter hereof, supersede all prior commitment
letters, term sheets, discussions, agreements and understandings, if any,
relating to the subject matter hereof, and, except as provided below, neither
this Agreement nor any provision hereof or of any of the Loan Papers may be
waived, amended or modified except by an agreement in writing executed jointly
by Borrower, Operating Subsidiaries and Required Lenders, and the same may be
supplemented only by documents delivered or to be delivered in accordance with
the express terms hereof, provided however, that, without the prior written
consent of all Lenders, no such agreement shall (a) change or amend the
principal amount of, or extend the maturity of or any date for the payment of
any principal of or interest on, any Advance, or waive or excuse any such
payment or any part thereof, or change or amend the rate of interest on any
Loan (other than any such change in the rate of interest resulting from a
change in the Base Rate in accordance with the definition of such term), (b)
change or amend the Commitment or obligations of any Lender, the provisions of
this Section 9.7 or the definitions of "Majority Lenders" or "Required
Lenders", (c) release any Guaranty guaranteeing any of the Obligations other
than the release of any Guaranty of any Consolidated Subsidiary which has total
Assets of not in excess of $5,000,000 (which other release shall only require
the consent of the Majority Lenders), (d) change any fee payable to
Administrative Agent or any Lender other than the agency fees referred to in
the Fee Letter, or (e) increase the amount of the Aggregate Commitment;
provided, further, that no such agreement shall change or amend or otherwise
affect the powers, rights, remedies or duties of Administrative Agent or
Documentation Agent hereunder without the prior written consent of
Administrative Agent or Documentation Agent, respectively.  Each Lender and
each holder of a Note shall be bound by any waiver, amendment or modification
authorized by this Section 9.7 regardless of whether its Note shall have been
marked to make reference thereto, and any consent by any Lender or holder of a
Note pursuant to this


                                                                              96
<PAGE>   102
Section 9.7 shall bind any Person subsequently acquiring a Note from it,
whether or not such Note shall have been so marked.

9.8     COUNTERPARTS; EFFECTIVENESS.

        This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart.

9.9     NO DUTY.

        All attorneys, accountants, appraisers, consultants and other
professional Persons retained by Administrative Agent or any Lender shall have
the right to act exclusively in the interests of Administrative Agent or such
Lender, respectively, and shall have no duty of disclosure, duty of loyalty,
duty of care or other duty or obligation of any type or nature whatsoever to
Borrower, any Operating Subsidiary or any other Consolidated Subsidiary or its
stockholders or any other Person.

9.10    LENDERS NOT FIDUCIARIES.

        The relationship between (a) Borrower and Operating Subsidiaries and
(b) Administrative Agent, Documentation Agent and Lenders, is solely that of
debtor and creditor, and neither Administrative Agent, Documentation Agent nor
any Lender has or shall have any fiduciary or other special relationship with
Borrower, any Operating Subsidiary or any other Consolidated Subsidiary, and no
term or provision of any of the Loan Papers shall be construed so as to deem
such relationship to be other than that of debtor and creditor.

9.11    NO ORAL AGREEMENTS.

        THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN PAPERS AS WRITTEN,
CONSTITUTE A "LOAN AGREEMENT" FOR THE PURPOSES OF SECTION 26.02(a) OF THE TEXAS
BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENTS BETWEEN AND
AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN (A) BORROWER OR ANY OPERATING SUBSIDIARY AND
(B) ADMINISTRATIVE AGENT, DOCUMENTATION AGENT OR ANY LENDER.

9.12    CONFIDENTIALITY.

        Administrative Agent, Documentation Agent and each Lender agree (on
behalf of itself and each of its Affiliates, directors, officers, employees and
representatives) to use reasonable precautions to keep confidential, in
accordance with customary procedures for handling, destroying and returning
confidential information of the nature involved and in accordance with safe and
sound banking practices, any non-public information supplied





                                                                              97
<PAGE>   103
to it by Borrower or any Operating Subsidiary pursuant to this Agreement,
provided that Administrative Agent, Documentation Agent and each Lender may
disclose (and shall not be required to keep confidential) such non-public
information (a) to the extent authorized by Borrower or any Operating
Subsidiary, (b) to the extent required by law, rule, regulation or judicial
process of any Tribunal, (c) to its counsel or agents, (d) to bank examiners,
regulators, auditors or accountants, (e) to Administrative Agent, Documentation
Agent or any other Lender, (f) in connection with any action, suit or
proceeding to which it or any one or more of Lenders is a party, (g) to any
assignee or participant (or prospective assignee or participant) or Affiliate
of a Lender so long as such assignee or participant (or prospective assignee or
participant) or Affiliate agrees to preserve the confidentiality of any
non-public information to the extent required of Lenders pursuant to this
Section 9.12, (h) which has become public knowledge through no violation of
this Agreement, (i) to the extent such information becomes available through a
Person other than Borrower or an Operating Subsidiary without knowledge by
Administrative Agent, Documentation Agent or such Lender (as the case may be)
of any requirements of confidentiality, (j) to the extent such information was
already known by, or in the possession of, Administrative Agent, Documentation
Agent or such Lender, as the case may be, without restriction on disclosure
thereof at the time such information was supplied by Borrower or any Operating
Subsidiary, or (k) to the extent such information is also furnished to
Administrative Agent, Documentation Agent or any Lender by a third party not
having any similar duty of confidentiality to Borrower.   Except as otherwise
provided in the immediately preceding sentence, all such non-public information
supplied to Administrative Agent, Documentation Agent or any Lender shall not
be copied or distributed to any Person other than Administrative Agent,
Documentation Agent and Lenders without the prior written consent of Borrower.
The obligations of confidentiality under this Section 9.12 shall supersede and
replace the obligations of Administrative Agent, Documentation Agent and each
Lender under any confidentiality letter or other confidentiality agreement in
respect of this financing initially signed and delivered to Borrower prior to
the date hereof.

9.13    CONSTRUCTION OF INDEMNITY AND REIMBURSEMENT OBLIGATIONS.

        IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT ALL COVENANTS
AND AGREEMENTS MADE BY (A) BORROWER OR ANY OPERATING SUBSIDIARY OR (B) LENDERS
HEREIN (I) TO OR IN FAVOR OF ADMINISTRATIVE AGENT AND LENDERS OR (II) TO OR IN
FAVOR OF ADMINISTRATIVE AGENT, RESPECTIVELY, REGARDING ANY INDEMNIFICATION OR
REIMBURSEMENT OR DISCLAIMER OF LIABILITY, TO THE EXTENT THAT SUCH COVENANTS AND
AGREEMENTS PROVIDE (EXPRESSLY OR BY CLEAR IMPLICATION) THAT THE BENEFICIARY OF
SUCH PROVISIONS SHALL BE RESPONSIBLE ONLY FOR ITS OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OR THE LIKE, ARE INTENDED TO AND SHALL INDEMNIFY,





                                                                              98
<PAGE>   104
REIMBURSE AND PROTECT SUCH BENEFICIARY PURSUANT TO THE TERMS THEREOF
NOTWITHSTANDING SUCH BENEFICIARY'S OWN NEGLIGENCE (AS OPPOSED TO GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT), WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE
OR CONCURRING CAUSE OF ANY AMOUNT TO BE INDEMNIFIED, REIMBURSED OR PROTECTED
AGAINST.

9.14    JURISDICTION, ETC.

        (a)      Jurisdiction.  Borrower and each Operating Subsidiary hereby
irrevocably and unconditionally submits, for itself and its property, to the
non-exclusive jurisdiction of any Texas State court or Federal court sitting in
Dallas, Texas, and any appellate court thereof, in any suit, action or
proceeding arising out of or relating to this Agreement or the other Loan
Papers, or for recognition or enforcement of any order or judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such suit, action or proceeding may be heard and
determined in such court located in Texas, or to the extent permitted by law,
in such Federal court in Dallas County, Texas.  Each of the parties hereto
agrees that a final judgment in any such suit, action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.  Nothing in this Agreement shall affect
any right that Administrative Agent or any Lender may otherwise have to bring
any suit, action or proceeding relating to this Agreement or the other Loan
Papers against Borrower or any Operating Subsidiary or its property in the
courts of any jurisdiction.

        (b)      Venue.  Borrower and each Operating Subsidiary hereby
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or the other Loan Papers in any Texas State court or Federal
court sitting in Dallas, Texas.  BORROWER HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR
PROCEEDING BROUGHT BEFORE THE COURTS REFERRED TO IN THIS SECTION 9.14 ON THE
BASIS OF FORUM NON CONVENIENS.

        (c)      Service of Process.  Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section
9.1.  Nothing in this Agreement shall affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

        (d)      NO JURY TRIAL.  IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR THE LOAN
PAPERS OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT
MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, BORROWER
HEREBY





                                                                              99
<PAGE>   105
AGREES, TO THE EXTENT PERMITTED BY LAW, THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

9.15    CHANGES IN ACCOUNTING PRINCIPLES.

        If any changes in the accounting principles from those in effect on the
date hereof are hereafter adopted which result in a change in the method of
calculation of any of the financial covenants, standards or terms in this
Agreement, the parties hereto agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such changes with the desired
result that the criteria for evaluating the financial condition of Borrower and
its Consolidated Subsidiaries shall be the same after such changes as if such
changes had not been made.

9.16    REFERENCES TO SCHEDULE 2.

        Any reference in this Agreement to Schedule 2 shall be deemed to be a
reference only to that portion of Schedule 2 which specifically relates to the
Section of this Agreement in which such reference is made.

9.17    ARTICLE 15.10(B).

        The parties hereto agree that, except for Section 15.16(b) thereof, the
provisions of Article 5069-15.01 et seq. of The Revised Civil Statutes of
Texas, 1925, as amended (regulating certain revolving credit loans and
revolving triparty accounts) shall not apply to the Loans or the Loan Papers.





                                                                             100
<PAGE>   106
        IN WITNESS WHEREOF, Borrower, Operating Subsidiaries, Administrative
Agent, Documentation Agent and Lenders have caused this Agreement to be
executed and delivered by their duly authorized officers effective as of the
date first above written.

                                       BORROWER:

                                       FOXMEYER CORPORATION


                                       By: _______________________________
                                       Name:   Michael C. Kearney
                                       Title:  Vice President and
                                               Treasurer

                                       Address and Telecopy No. for Notice
                                       Purposes:

                                       1220 Senlac Drive
                                       Carrollton, Texas 75006
                                       Telecopy No.: (214) 446-4898

                                       OPERATING SUBSIDIARIES:

                                       FOXMEYER DRUG COMPANY

                                       By: _______________________________
                                       Name:   Michael C. Kearney
                                       Title:  Vice President and
                                               Treasurer

                                       Address and Telecopy No. for Notice
                                       Purposes:

                                       1220 Senlac Drive
                                       Carrollton, Texas 75006
                                       Telecopy No.: (214) 446-4898

                                       MERCHANDISE COORDINATOR SERVICES
                                       CORPORATION:

                                       By: _______________________________
                                       Name:   Michael C. Kearney
                                       Title:  Vice President and Treasurer


                                                                             101
<PAGE>   107
                                             Address and Telecopy No. for Notice
                                             Purposes:

                                             1220 Senlac Drive
                                             Carrollton, Texas 75006
                                             Telecopy No.: (214) 446-4898

                                             HARRIS WHOLESALE COMPANY:

                                             By:______________________________
                                             Name:____________________________
                                             Title:___________________________

                                             Address and Telecopy No. for Notice
                                             Purposes:

                                             1220 Senlac Drive
                                             Carrollton, Texas 75006
                                             Telecopy No.: (214) 446-4898

                                             ADMINISTRATIVE AGENT:

                                             CITICORP USA, INC., as
                                             Administrative Agent for Lenders

                                             By:______________________________
                                             Name:____________________________
                                             Title:___________________________

                                             Address and Telecopy No. for Notice
                                             Purposes:

                                             1 Court Square
                                             7th Floor
                                             Long Island City, New York  11020
                                             Attn:   Kathy Martin
                                             Telecopy No.:    (718) 248-4844

                                             with a copy to:

                                             400 Perimeter Center Terrace
                                             Suite 600
                                             Atlanta, GA  30346
                                             Attn:   Kirk P. Lakeman
                                             Telecopy No.:    (404) 668-8137






                                                                             102
<PAGE>   108
                                           DOCUMENTATION AGENT:

                                           NATIONSBANK OF TEXAS, N.A.
                                           as Documentation Agent for Lenders

                                           By:________________________________
                                           Name:______________________________
                                           Title:_____________________________

                                           Address and Telecopy No. for Notice
                                           Purposes:

                                           901 Main Street
                                           67th Floor
                                           P.O. Box 831000
                                           Dallas, Texas 75202
                                           (Street Address)
                                           75283-1000
                                           (Post Office Box Address)
                                           Telecopy No.:    (214) 508-0980


                                           LENDERS:

                                           CITICORP USA, INC.

                                           By:________________________________
                                           Name:______________________________
                                           Title:_____________________________

                                           Address and Telecopy No. for Notice
                                           Purposes:

                                           400 Perimeter Center Terrace
                                           Suite 600
                                           Atlanta, GA  30346
                                           Attn:   Kirk P. Lakeman
                                           Telecopy No.:    (404) 668-8137

                                           with a copy to:

                                           1 Court Square
                                           7th Floor
                                           Long Island City, New York  11020
                                           Attn:   Kathy Martin
                                           Telecopy No.:    (718) 248-4844


                                                                             103
<PAGE>   109

                                         NATIONSBANK OF TEXAS, N.A.

                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________

                                         Address and Telecopy No. for Notice
                                         Purposes:

                                         901 Main Street
                                         67th Floor
                                         P.O. Box 8310001
                                         Dallas, Texas 75202
                                         (Street Address)
                                         75283-1000
                                         (Post Office Box Address)
                                         Telecopy No.: (214) 508-0980


                                         BANK OF AMERICA ILLINOIS

                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________

                                         Address and Telecopy No. for Notice
                                         Purposes:

                                         333 Clay Street, Suite 4550
                                         Houston, Texas 77002
                                         Telecopy No.:  (713) 651-4841

                                         with a copy to:

                                         2200 Ross Avenue
                                         Suite 3000, LB 140
                                         Dallas, Texas  75201-2831
                                         Telecopy No.:  (214) 969-0998






                                                                             104
<PAGE>   110

                                      BANQUE PARIBAS

                                      By:________________________________
                                      Name:______________________________
                                      Title:_____________________________


                                      By:________________________________
                                      Name:______________________________
                                      Title:_____________________________

                                      Address and Telecopy No. for Notice
                                      Purposes:

                                      1200 Smith Street, Suite 3100
                                      Houston, Texas 77002
                                      Telecopy No.: (713) 659-4811

                                      with a copy to:

                                      2121 San Jacinto, Suite 930
                                      Dallas, Texas 75201
                                      Telecopy No.: (214) 969-0260


                                      FIRST BANK NATIONAL ASSOCIATION


                                      By:________________________________
                                      Name:______________________________
                                      Title:_____________________________

                                      Address and Telecopy No. for Notice
                                      Purposes:

                                      601 Second Avenue South
                                      Minneapolis, Minnesota  55402-4302
                                      Telecopy No.:  (612) 973-0825






                                                                             105
<PAGE>   111
                                         FIRST INTERSTATE BANK OF TEXAS,
                                         N.A.



                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________

                                         Address and Telecopy No. for Notice
                                         Purposes:

                                         1445 Ross Avenue, Suite 300
                                         Dallas, Texas  75202
                                         Telecopy No.:  (214) 740-1543


                                         CREDIT SUISSE


                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________



                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________

                                         Address and Telecopy No. for Notice
                                         Purposes:

                                         633 West Fifth Street
                                         64th Floor
                                         Los Angeles, CA  90071
                                         Attention:  Rita Asa
                                         Telecopy No.: (213) 955-8245

                                         with a copy to:

                                         1100 Louisiana, Suite 4750
                                         Houston, Texas  77002
                                         Telecopy No.:  (713) 751-0702






                                                                             106
<PAGE>   112

                                          THE FUJI BANK, LTD.


                                          By:________________________________
                                          Name:______________________________
                                          Title:_____________________________

                                          Address and Telecopy No. for Notice
                                          Purposes:

                                          1 Houston Center, Suite 4100
                                          1221 McKinney Street
                                          Houston, Texas 77010
                                          Telecopy No.: (713) 759-0048

                                          THE BANK OF TOKYO, LTD., DALLAS
                                          AGENCY

                                          By:________________________________
                                          Name:______________________________
                                          Title:_____________________________

                                          Address and Telecopy No. for Notice 
                                          Purposes:

                                          2001 Ross Avenue, #3150
                                          Dallas, Texas 75201
                                          Telecopy No.: (214) 954-1007

                                          THE BANK OF NOVA SCOTIA

                                          By:________________________________
                                          Name:______________________________
                                          Title:_____________________________

                                          Address and Telecopy No. for Notice
                                          Purposes:

                                          600 Peachtree Street, N.E.
                                          Suite 2700
                                          Atlanta, Georgia 30308
                                          Telecopy No.: (404) 888-8998






                                                                             107
<PAGE>   113
                                           Telecopy No.:    (214) 508-0980

                                           THE BOATMEN'S NATIONAL BANK OF 
                                             ST. LOUIS

                                           By:_______________________________
                                           Name:_____________________________
                                           Title:____________________________

                                           Address and Telecopy No. for Notice 
                                             Purposes:

                                           800 Market Street
                                           St. Louis, Missouri 63101
                                           Telecopy No.: (314) 466-6499


                                                                             108