<PAGE>
 
                                                                   EXHIBIT 10.32

                                                                  EXECUTION COPY
                                                                  --------------

               Amendment and Waiver No. 4 to the Loan Documents

          AMENDMENT AND WAIVER dated as of March 18, 1999 to the Amended and
Restated Credit Agreement dated as of June 9, 1998 (as amended and otherwise
modified by Amendment and Waiver No. 1 to the Loan Documents dated as of
December 4, 1998, Amendment No. 2 to the Loan Documents dated as of January 13,
1999 and Amendment No. 3 to the Loan Documents dated as of February 9, 1999, the
"Credit Agreement") among MedPartners, Inc., a Delaware corporation (the
"Borrower"), the Lenders party thereto, NationsBank, N.A., as the Initial
Issuing Bank and the Swing Line Bank thereunder, Credit Lyonnais New York
Branch, The First National Bank of Chicago and Morgan Guaranty Trust Company of
New York, as the Syndication Agents therefor, NationsBanc Montgomery Securities
LLC, as the Arranger therefor, and NationsBank, N.A., as the Administrative
Agent for the Lender Parties thereunder.  Capitalized terms not otherwise
defined in this Amendment and Waiver have the same meanings as specified
therefor in the Credit Agreement.

                            Preliminary Statements

          (1) The Borrower has requested that the Lender Parties waive the
Defaults and Events of Default under Section 6.01(f) of the Credit Agreement
that have occurred and are continuing as a result of the appointment of a
conservator of MedPartners Provider Network, Inc., a California corporation and
a Subsidiary of the Borrower ("MPN"), by the Department of Corporations of the
State of California and the filing by such conservator of a petition for relief
under the United States Bankruptcy Code on behalf of MPN so long as the Borrower
agrees that it will and will cause its Subsidiaries to restrict their
Investments in, their Indebtedness owing from or on behalf of, and their other
liabilities and Obligations to or in respect of, MPN or any of its Subsidiaries.

          (2) The Required Lenders have indicated their willingness to agree to
the waiver of the Defaults and Events of Default under Section 6.01(f) the
Credit Agreement described above in Preliminary Statement (1) on the terms and
subject to the satisfaction of the conditions set forth herein.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto hereby agree as follows:

          SECTION 1.  Amendments of Certain Provisions of the Credit Agreement.
                      --------------------------------------------------------  
The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended to read as follows:

          (a) Section 1.01 of the Credit Agreement is hereby further amended to
     add the following new definitions in their appropriate alphabetical order:

               "Amendment No. 4 Effective Date" means the first date on which
          all of the conditions precedent to the effectiveness of Amendment and
          Waiver No. 4 to the Loan Documents were satisfied.

               "MPN Management Agreement" means the Amended and Restated
          MedPartners Provider Network, Inc. Management Agreement entered into
          as of December 31, 1997 by and between MPN and the Borrower, as in
          effect on the Amendment No. 4 Effective Date.
<PAGE>
 
                                      -2-

          (b) Section 5.02(b) of the Credit Agreement is hereby amended (i) to
     add after the words "any of the Unrestricted Subsidiaries" in each of
     subclause (iv)(D) and the second line of clause (viii) thereof the new
     parenthetical "(other than MPN or any of its Subsidiaries)" and (ii) to add
     the following new proviso clause at the end of clause (xiii) thereof:

          "provided, however, that the aggregate amount of all payments made by
          the Borrower and its Subsidiaries (other than MPN and its
          Subsidiaries) on or after the Amendment No. 4 Effective Date under or
          in respect of all such indemnities, guarantees or similar undertakings
          in favor of the purchasers of property and assets sold pursuant to
          divestiture transactions to which MPN or any of its Subsidiaries were
          also a party shall not exceed $10,000,000;".

          (c) Section 5.02(d) of the Credit Agreement is hereby amended to add
     after the words "to any of the Unrestricted Subsidiaries" at the end of
     subclause (iii)(D) thereof the new parenthetical "(other than MPN or any of
     its Subsidiaries)".

          (d) Section 5.02(e) of the Credit Agreement is hereby amended (i) to
     add after the words "one or more Unrestricted Subsidiaries" in subclause
     (iii)(D) thereof the new parenthetical "(other than MPN or any of its
     Subsidiaries)" and (ii) to amend and restate subclause (iii)(E) thereof in
     its entirety to read as follows:

          "(E) the Borrower in MPN in an aggregate amount not to exceed (1) the
          statutory reserve requirements for managed care entities generally
          under the Knox-Keene Health Care Service Plan Act of 1975 (or similar
          Requirements of Law) plus (2) such amounts as are reasonably
          anticipated to be necessary to satisfy claims against MPN relating to
          patient care in the ordinary course of business, provided that at the
          time of any such Investment by the Borrower in MPN, (x) neither MPN
          nor any of its Subsidiaries shall be under the authority of a
          conservator, receiver, trustee or similar official or be subject to
          any bankruptcy, insolvency or other similar proceeding and (y) no
          Default shall have occurred and be continuing or shall occur as a
          result thereof," and

     (iii) to add after the words "any of the other Unrestricted Subsidiaries"
     at the end of subclause (iii)(G) thereof the new parenthetical "(other than
     MPN or any of its Subsidiaries)".

          (e) Section 5.02(g) of the Credit Agreement is hereby amended to add
     the following new proviso clause at the end of such Section 5.02(g):

          "; and provided further, however, that, notwithstanding the provisions
          of the immediately preceding proviso to this Section 5.02(g), neither
          the Borrower nor any of its Subsidiaries (other than MPN or its
          Subsidiaries) shall make any Capital Expenditures on behalf of MPN or
          any of its Subsidiaries or their respective property, assets or
          businesses".

          (f) Section 5.03 of the Credit Agreement is hereby amended (i) to add
     the following new subsection (t):

               "(t)  MPN Claims and Obligations. As soon as possible and in any
                     --------------------------                                
          event within three Business Days after a Responsible Officer of the
          Borrower or any of its Subsidiaries knows or has reason to know of the
          assertion or occurrence  thereof, notice of (i) each claim against the
          Borrower or any of its Subsidiaries (other than MPN or any of its
          Subsidiaries) 
<PAGE>
 
                                      -3-

          that arises out of any liabilities or Obligations of MPN or any of its
          Subsidiaries or the ownership or control of MPN or any of its
          Subsidiaries (whether direct or indirect) by the Borrower or any of
          its other Subsidiaries and (ii) the payment (whether in cash, property
          or securities) by the Borrower or any of its Subsidiaries (other than
          MPN or its Subsidiaries) of any liabilities or Obligations to MPN or
          any of its Subsidiaries or to any Person, on behalf of (or in
          financial or credit support of) MPN or any of its Subsidiaries, or the
          creation, incurrence, assumption or suffering to exist of any
          Obligation of the Borrower or any such Subsidiary to make any such
          payment to or on behalf of MPN or any of its Subsidiaries, in each
          case other than claims against the Borrower and payments made by the
          Borrower pursuant to its obligations under the MPN Management
          Agreement so long as the MPN Management Agreement is in full force and
          effect and has not been rejected under Section 365 of the United
          States Federal Bankruptcy Code.",

     and (ii) to reletter the existing subsection (t) of Section 5.03 of the
     Credit Agreement as subsection (u) thereof.

          (g) Section 6.01 of the Credit Agreement is hereby amended (i) to add
     the word "or" at the end of subsection (p) thereof and (ii) to add the
     following new subsection (q) thereto:

               "(q)  (i) any claim shall be asserted against the Borrower or any
          of its Subsidiaries (other than MPN or any of its Subsidiaries) that
          arises out of any of the liabilities or Obligations of MPN or any of
          its Subsidiaries or the ownership or control of MPN or any of its
          Subsidiaries (whether direct or indirect) by the Borrower or any of
          its other Subsidiaries and the Required Lenders shall determine, in
          their reasonable judgment, that the Borrower or any such Subsidiary is
          likely to be required to pay or otherwise satisfy such claim or (ii)
          the Borrower or any of its Subsidiaries (other than MPN or its
          Subsidiaries) shall make any payments (whether in cash, property or
          securities), or create, incur, assume or suffer to exist any
          liabilities or Obligations, to MPN or any of its Subsidiaries or to
          any Person, on behalf of (or in financial or credit support of) MPN or
          any of its Subsidiaries, that in the aggregate for all such claims,
          payments, liabilities and Obligations of the types described above in
          clauses (i) and (ii) shall exceed $10,000,000 at any time; provided,
          however, that any such claim against the Borrower or payment made by
          the Borrower pursuant to its obligations under the MPN Management
          Agreement shall not give rise to (or be included in the determination
          of) an Event of Default under this Section 6.01(q) if and for so long
          as the MPN Management Agreement is in full force and effect and has
          not been rejected under Section 365 of the United States Federal
          Bankruptcy Code; and provided further, however, that at any time
          during which neither MPN nor any of its Subsidiaries is under the
          authority of a conservator, receiver, trustee or similar official or
          is subject to any bankruptcy, insolvency or other similar proceeding
          and no Default shall have occurred and be continuing or shall occur as
          a result thereof, the Borrower and its Subsidiaries may make such
          Investments in MPN as are necessary for MPN and its Subsidiaries (A)
          to comply with the statutory reserve requirements for managed care
          entities generally under the Knox-Keene Health Care Service Plan Act
          of 1975 (or similar Requirements of Law) and (B) to satisfy claims
          against MPN relating to patient care in the ordinary course of
          business, all as otherwise expressly permitted under Section
          5.02(e)(iii)(E);".

          SECTION 2.  Waiver of Certain Provisions of the Credit Agreement.  Any
                      ----------------------------------------------------      
and all Defaults and Events of Default under Section 6.01(f) of the Credit
Agreement that have occurred and are continuing 
<PAGE>
 
                                      -4-

as a result of the appointment of a conservator of MPN by the Department of
Corporations of the State of California and the filing by such conservator of a
petition for relief under the United States Bankruptcy Code on behalf of MPN
are, on and as of the Amendment Effective Date, hereby waived by the Lender
Parties.

          SECTION 3.  Conditions Precedent to the Effectiveness of this
                      -------------------------------------------------
Amendment and Waiver.  This Amendment and Waiver shall become effective as of
--------------------                                                         
the first date (the "Amendment Effective Date") on which, and only if, each of
the following conditions precedent shall have been satisfied:

          (a) The Administrative Agent shall have received (i) counterparts of
     this Amendment and Waiver executed by the Borrower and the Required Lenders
     or, as to any of the Lender Parties, advice satisfactory to the
     Administrative Agent that such Lender Party has executed this Amendment and
     Waiver and (ii) the Consent attached hereto shall have been executed and
     delivered by each of the Loan Parties other than the Borrower.

          (b) The Lender Parties shall have received a true and complete copy of
     the Amended and Restated MedPartners Provider Network, Inc. Management
     Agreement entered into as of December 31, 1997 by and between MPN and the
     Borrower.

          (c) The representations and warranties set forth in each of the Loan
     Documents shall be correct in all material respects on and as of the
     Amendment Effective Date, before and after giving effect to this Amendment
     and Waiver, as though made on and as of such date (except (i) for any such
     representation and warranty that, by its terms, refers to a specific date
     other than the Amendment Effective Date, in which case as of such specific
     date, (ii) that the Consolidated financial statements of the Borrower and
     its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit
     Agreement shall be deemed to refer to the Consolidated financial statements
     of the Borrower and its Subsidiaries comprising part of the Required
     Financial Information most recently delivered to the Administrative Agent
     and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c),
     respectively, on or prior to the Amendment Effective Date and (iii) that
     the forecasted Consolidated financial statements of the Borrower and its
     Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall
     be deemed to refer to the forecasted Consolidated financial statements of
     the Borrower and its Subsidiaries most recently delivered to the
     Administrative Agent and the Lender Parties prior to the Amendment
     Effective Date).

          (d) No event shall have occurred and be continuing, or shall result
     from the effectiveness of this Amendment and Waiver, that constitutes a
     Default other than the Defaults and Events of Default to be expressly
     waived under Section 2.

The effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein.  This Amendment and
Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.

          SECTION 3.  Reference to and Effect on the Loan Documents.  (a)  On
                      ---------------------------------------------          
and after the Amendment Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended and otherwise modified by this Amendment and
Waiver.
<PAGE>
 
                                      -5-

          (b) The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the amendments and waivers specifically
provided above, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.  The execution, delivery and
effectiveness of this Amendment and Waiver shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any of the
Guaranteed Parties or the Administrative Agent under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan Documents.

          SECTION 4.  Costs and Expenses.  The Borrower hereby agrees to pay,
                      ------------------                                     
upon demand, all of the reasonable costs and expenses of the Administrative
Agent and the Arranger (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and Waiver and all of the agreements, instruments and other
documents delivered or to be delivered in connection herewith, all in accordance
with the terms of Section 8.04 of the Credit Agreement.

          SECTION 5.  Execution in Counterparts.  This Amendment and Waiver may
                      -------------------------                                
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.

          SECTION 6.  Governing Law.  This Amendment and Waiver shall be
                      -------------                                     
governed by, and construed in accordance with, the laws of the State of New
York.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers, thereunto duly authorized,
as of the date first written above.

                                    THE BORROWER

                                    MEDPARTNERS, INC.


                                    By_________________________________
                                      Name:
                                      Title:


                                    THE ADMINISTRATIVE AGENT

                                    NATIONSBANK, N.A.


                                    By_________________________________
                                      Name:
                                      Title:
<PAGE>
 
                                      -6-

                                    THE LENDER PARTIES

                                    NATIONSBANK, N.A., as a Lender,
                                    the Swing Line Bank and the Issuing Bank


                                    By_________________________________
                                      Name:
                                      Title:


                                    AMSOUTH BANK


                                    By_________________________________
                                      Name:
                                      Title:


                                    BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION


                                    By_________________________________
                                      Name:
                                      Title:


                                    THE CHASE MANHATTAN BANK


                                    By_________________________________
                                      Name:
                                      Title:


                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By_________________________________
                                      Name:
                                      Title:
<PAGE>
 
                                      -7-

                                    DEBT STRATEGIES FUND, INC.


                                    By_________________________________
                                      Name:
                                      Title:


                                    THE FIRST NATIONAL BANK OF CHICAGO


                                    By_________________________________
                                      Name:
                                      Title:


                                    FIRST UNION NATIONAL BANK


                                    By_________________________________
                                      Name:
                                      Title:


                                    FLOATING RATE PORTFOLIO
                                     BY:  INVESCO Senior Secured Management,
                                          Inc., as attorney in fact


                                    By_________________________________
                                      Name:
                                      Title:


                                    KZH HIGHLAND-2 LLC


                                    By_________________________________
                                      Name:
                                      Title:

                                    MERRILL LYNCH, PIERCE, FENNER &
                                    SMITH INCORPORATED


                                    By_________________________________
                                      Name:
                                      Title:
<PAGE>
 
                                      -8-

                                    MERRILL LYNCH DEBT STRATEGIES
                                    PORTFOLIO, INC.
                                     BY:  MERRILL LYNCH ASSET
                                          MANAGEMENT L.P., as Investment Advisor


                                    By_________________________________
                                      Name:
                                      Title:


                                    MERRILL LYNCH GLOBAL INVESTMENT
                                     SERIES:  INCOME STRATEGIES PORTFOLIO
                                     BY:  MERRILL LYNCH ASSET MANAGEMENT, L.P.,
                                          as Investment Advisor


                                    By_________________________________
                                      Name:
                                      Title:


                                    ML CBO IV (CAYMAN) LTD.
                                     BY:  HIGHLAND CAPITAL MANAGEMENT, L.P.,
                                          as Collateral Manager


                                    By_________________________________
                                      Name:
                                      Title:


                                    ML CLO XX PILGRIM AMERICA
                                     (CAYMAN) LTD.
                                     BY:  PILGRIM INVESTMENTS, INC.,
                                          as Investment Manager


                                    By_________________________________
                                      Name:
                                      Title:
<PAGE>
 
                                      -9-

                                    MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK


                                    By_________________________________
                                      Name:
                                      Title:


                                    PAM CAPITAL FUNDING, LP
                                     BY:  HIGHLAND CAPITAL MANAGEMENT, L.P.,
                                          as Collateral Manager


                                    By_________________________________
                                      Name:
                                      Title:


                                    PAMCO CAYMAN, LTD.
                                     BY:  HIGHLAND CAPITAL MANAGEMENT, L.P.,
                                          as Collateral Manager


                                    By_________________________________
                                      Name:
                                      Title:


                                    PILGRIM PRIME RATE TRUST
                                     BY:  PILGRIM INVESTMENTS, INC.,
                                          as Investment Manager


                                    By_________________________________
                                      Name:
                                      Title:


                                    CITIBANK, N.A.


                                    By_________________________________
                                      Name:
                                      Title:
<PAGE>
 
                                      -10-

                                    SCOTIABANC INC.


                                    By_________________________________
                                      Name:
                                      Title:


                                    STEIN ROE & FARNHAM INCORPORATED,
                                     as Agent for KEYPORT LIFE INSURANCE
                                     COMPANY


                                    By_________________________________
                                      Name:
                                      Title:


                                    TORONTO DOMINION (TEXAS), INC.


                                    By_________________________________
                                      Name:
                                      Title:


                                    VAN KAMPEN PRIME RATE INCOME TRUST


                                    By_________________________________
                                      Name:
                                      Title:


                                    VAN KAMPEN SENIOR INCOME TRUST


                                    By_________________________________
                                      Name:
                                      Title:
<PAGE>
 
                                      -11-

                                    VAN KAMPEN CLO II, LIMITED
                                     BY:  VAN KAMPEN MANAGEMENT, INC.,
                                          as Collateral Manager


                                    By_________________________________
                                      Name:
                                      Title:


                                    WACHOVIA BANK, N.A.


                                    By_________________________________
                                      Name:
                                      Title:
<PAGE>
 
                     Consent to Amendment and Waiver No. 4
                             to the Loan Documents
                             As of March 18, 1999

          Reference is made to Amendment and Waiver No. 4 to the Loan Documents
dated as of March 18, 1999 (the "Amendment and Waiver") to the Amended and
Restated Credit Agreement dated as of June 9, 1998 (as amended and otherwise
modified by Amendment and Waiver No. 1 to the Loan Documents dated as of
December 4, 1998, Amendment No. 2 to the Loan Documents dated as of January 13,
1999 and Amendment No. 3 to the Loan Documents dated as of February 9, 1999, the
"Credit Agreement") among MedPartners, Inc., a Delaware corporation, the Lenders
party thereto, NationsBank, N.A., as the Initial Issuing Bank and Swing Line
Bank thereunder, Credit Lyonnais New York Branch, The First National Bank of
Chicago and Morgan Guaranty Trust Company of New York, as the Syndication Agents
therefor, NationsBanc Montgomery Securities LLC, as Arranger therefor, and
NationsBank, N.A., as the Administrative Agent for the Lender Parties
thereunder.  Capitalized terms not otherwise defined herein shall have the same
meanings as specified therefor in the Credit Agreement.

          Each of the undersigned, as a guarantor under the Subsidiaries
Guarantee dated as of June 9, 1998 (as modified to the date hereof, the
"Subsidiaries Guarantee") in favor of the Guaranteed Parties, hereby consents to
the execution and delivery of the Amendment and Waiver and the performance of
the Credit Agreement, as amended and otherwise modified thereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of the Amendment and
Waiver, the Subsidiaries Guarantee is, and shall continue to be, in full force
and effect and is hereby in all respects ratified and confirmed, except that
each reference in the Subsidiaries Guarantee to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement, as amended and
otherwise modified by the Amendment and Waiver.

          This Consent may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same Consent.  Delivery of an executed counterpart of a
signature page to this Consent by telecopier shall be effective as delivery of a
manually executed counterpart of this Consent.

          This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.

                                    MEDGP, INC.


                                    By /s/  James H. Dickerson, Jr.
                                      -----------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer
<PAGE>
 
                                      -2-

                                    MEDPARTNERS ACQUISITION CORPORATION


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    MEDPARTNERS AVIATION, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    MEDPARTNERS EAST, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    GEORGIA MEDPARTNERS MANAGEMENT,
                                    INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    MEDPARTNERS-TEXAS, INC.


                                    By /s/ Michael Fitzgerald
                                      ---------------------------------
                                      Name: Michael Fitzgerald
                                      Title: President & CEO

<PAGE>
 
                                      -3-

                                    MEDPARTNERS INTEGRATED NETWORK-CHANDLER,
                                    INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    MEDPARTNERS PROFESSIONAL
                                    MANAGEMENT CORPORATION


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    ADS HEALTH MANAGEMENT, INC.


                                    By /s/ James H. Dickerson, Jr
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer

                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    HEALTHWAYS, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer

<PAGE>
 
                                      -4-

                                    BAY AREA PRACTICE MANAGEMENT
                                    GROUP, INC.


                                    By /s/ Sara J. Finley
                                       ---------------------------------
                                       Name:  Sara J. Finley
                                       Title: Vice President & Secretary

                                    By /s/ James H. Dickerson, Jr.
                                       ---------------------------------
                                       Name:  James H. Dickerson, Jr.
                                       Title: Vice President & Treasurer


                                    CHS MANAGEMENT, INC.


                                    By /s/ James H. Dickerson, Jr.
                                       ---------------------------------
                                       Name:  James H. Dickerson, Jr.
                                       Title: President & Treasurer


                                    CAREMARK INTERNATIONAL INC.


                                    By /s/ James H. Dickerson, Jr.
                                       ---------------------------------
                                       Name:  James H. Dickerson, Jr.
                                       Title: President & Treasurer


                                    CAREMARK INC.


                                    By /s/ Sara J. Finley
                                       ---------------------------------
                                       Name:  Sara J. Finley
                                       Title: Vice President & Secretary


                                    By /s/ Leisa Kizer
                                       ---------------------------------
                                       Name:  Leisa Kizer
                                       Title: Treasurer


                                    CAREMARK PHYSICIAN SERVICES OF TEXAS INC.


                                    By /s/ James H. Dickerson, Jr.
                                       ---------------------------------
                                       Name:  James H. Dickerson, Jr.
                                       Title: Vice President & Treasurer


<PAGE>
 
                                      -5-

                                    PRESCRIPTION HEALTH SERVICES, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer

                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    STRATEGIC HEALTHCARE MANAGEMENT, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer

                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    CAREMARK INTERNATIONAL HOLDINGS INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    MEDPARTNERS PHYSICIAN SERVICES INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer
<PAGE>
 
                                      -6-

                                    CAREMARK RESOURCES CORPORATION


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    FRIENDLY HILLS HEALTHCARE
                                    NETWORK INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    NORTH SUBURBAN CLINIC LTD.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    INPHYNET MEDICAL MANAGEMENT, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    INPHYNET ADMINISTRATIVE SERVICES, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer
<PAGE>
 
                                      -7-

                                    INPHYNET MANAGED CARE, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    ACUTE CARE MEDICAL MANAGEMENT, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    BGS HEALTHCARE, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    HEALTH SERVICES OF PEMBROKE LAKES, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    HOME HEALTH AGENCY OF GREATER MIAMI, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary
<PAGE>
 
                                      -8-

                                    MEDPARTNERS MEDICAL MANAGEMENT, INC.
                                    (Formerly know as INPHYNET MANAGED CARE
                                    CONTRACTING SERVICES, INC.)


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    INPHYNET MANAGED CARE CONTRACTING SERVICES
                                    OF CENTURY VILLAGE, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    INPHYNET MANAGED CARE OF SOUTH BROWARD, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    INPHYNET MEDICAL MANAGEMENT OF OHIO, INC.


                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary
<PAGE>
 
                                      -9-

                                    SACHS, MORRIS & SKLAVER, INC.


                                    By /s/ Sara J. Finley
                                      ----------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    LFMG, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    PACIFIC MEDICAL GROUP, INC.


                                    By /s/ Sara J. Finley
                                      ----------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    PACIFIC PHYSICIAN SERVICES, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    PPS EAST, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer
<PAGE>
 
                                     -10-

                                    PPS NORTH CAROLINA MEDICAL
                                    MANAGEMENT, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    PPS RIVERSIDE DIVISION ACQUISITION
                                    AND MANAGEMENT CORP. I


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    PPS VALLEY MANAGEMENT, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer

                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    PPS INDEMNITY, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    PACIFIC PHYSICIAN SERVICES
                                    ARIZONA, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer
<PAGE>
 
                                     -11-

                                    PACIFIC PHYSICIAN SERVICES
                                    NEVADA, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer


                                    PHYSICIANS' HOSPITAL MANAGEMENT
                                    CORPORATION


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    RELIANT HEALTHCARE SYSTEMS, INC.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer

                                    By /s/ Sara J. Finley
                                      ---------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary


                                    MEDPARTNERS/TALBERT MEDICAL
                                    MANAGEMENT CORPORATION


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer
<PAGE>
 
                                     -12-

                                    TALBERT MEDICAL MANAGEMENT
                                    CORPORATION


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    TALBERT HEALTH SERVICES
                                    CORPORATION


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer


                                    MEDPARTNERS ADMINISTRATION, L.P.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer of
                                             MedGP, Inc.


                                    MEDPARTNERS PHYSICIAN MANAGEMENT, L.P.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer of
                                           MedGP, Inc.


                                    MEDOHIO, L.P.


                                    By /s/ James H. Dickerson, Jr.
                                      ---------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer of
                                             MedPartners Acquisition Corporation
<PAGE>
 
                                     -13-

                                    MEDTEN, L.P.


                                    By /s/ James H. Dickerson, Jr.
                                      --------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer of
                                           MedPartners Acquisition Corporation


                                    MEDTEX, L.P.


                                    By /s/ James H. Dickerson, Jr.
                                      --------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: President & Treasurer of
                                           MedPartners Acquisition Corporation


                                    MEDPARTNERS PHYSICIAN SERVICES OF ILLINOIS
                                    L.L.C.


                                    By /s/ James H. Dickerson, Jr.
                                      --------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer of
                                           North Suburban Clinic, Ltd.

                                    CERRITOS INVESTMENT GROUP


                                    By /s/ James H. Dickerson, Jr.
                                      --------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Executive Vice President & Chief
                                             Financial Officer of MedPartners,
                                             Inc.

                                    By /s/ Sara J. Finley
                                      --------------------------------
                                      Name: Sara J. Finley
                                      Title: Corporate Secretary of
                                           MedPartners, Inc.
<PAGE>
 
                                     -14-

                                    CERRITOS INVESTMENT GROUP II


                                    By /s/ James H. Dickerson, Jr.
                                      -------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Executive Vice President & Chief
                                             Financial Officer of MedPartners,
                                             Inc.

                                    By /s/ Sara J. Finley
                                      -------------------------------
                                      Name: Sara J. Finley
                                      Title: Corporate Secretary of
                                           MedPartners, Inc.


                                    FAMILY MEDICAL CENTER


                                    By /s/ Sara J. Finley
                                      -------------------------------
                                      Name: Sara J. Finley
                                      Title: Vice President & Secretary of
                                           Pacific Medical Group, Inc.

                                    5000 AIRPORT PLAZA, L.P.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Executive Vice President & Chief
                                             Financial Officer of MedPartners,
                                             Inc.

                                    By /s/ Sara J. Finley
                                      -------------------------------
                                      Name: Sara J. Finley
                                      Title: Corporate Secretary of
                                             MedPartners, Inc.


                                    KS-PSI OF TEXAS L.P.


                                    By /s/ James H. Dickerson, Jr.
                                      ----------------------------------------
                                      Name: James H. Dickerson, Jr.
                                      Title: Vice President & Treasurer of
                                             Caremark Physician Services
                                             of Texas, Inc.