<PAGE>   1


                                                                   EXHIBIT 10.1

                     AMENDMENT NO. 9 TO THE LOAN DOCUMENTS

                  AMENDMENT dated as of August 16, 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, Amendment No. 3 to the Loan Documents dated as of February 9, 1999,
Amendment and Waiver No. 4 to the Loan Documents dated as of March 18, 1999,
Amendment and Waiver No. 5 to the Loan Documents dated as of April 1, 1999,
Amendment No. 6 to the Loan Documents dated as of April 14, 1999, Amendment No.
7 to the Loan Documents dated as of June 29, 1999 and Amendment No. 8 to the
Loan Documents ("AMENDMENT NO. 8") dated as of August 2, 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, Banc of America Securities LLC (formerly
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 have the
same meanings as specified therefor in the Credit Agreement.

                             PRELIMINARY STATEMENTS

                  (1) The Borrower has requested that the Lender Parties agree
to amend the Credit Agreement in order to provide, among other things, for the
application of the Net Cash Proceeds of asset dispositions as set forth herein.

                  (2) The Required Lenders have indicated their willingness to
agree to amend the terms and conditions of 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 amended by adding in the
appropriate alphabetical order the following definition:

       "SENIOR INDENTURE TRUSTEE" means U. S. Bank National Association, in
       its capacity as Trustee of the Senior Notes pursuant to the Senior Notes
       Indenture, or any successor thereto."

       (b) The definition of "AMENDMENT NO. 8 NET CASH PROCEEDS RESERVE" in
Section 1.01 is hereby amended to delete the figure "$20,000,000" and to
substitute therefor the figure "$50,000,000."



<PAGE>   2

       (c) Section 2.01(c)(iii)(y) is amended to delete the date "August 31,
1999" and to substitute therefor the date "September 30, 1999."

       (d) Section 5.02(b)(xviii) is amended in its entirety to read as
follows:

       "(xviii) Indebtedness of the Borrower in an aggregate principal amount
       not in excess of $12,000,000, including within such amount Indebtedness
       evidenced by Contingent Obligations, which Indebtedness will be
       comprised of loans from one or more Plans (as defined in the California
       Settlement Agreement) or guarantees of loans by one or more Plans, the
       proceeds of which direct Indebtedness will be loaned to one or more
       buyers to be used, and the proceeds of which loans guaranteed by such
       Contingent Obligations will be used, to finance the working capital
       requirements of certain California Operations (as defined in the
       California Settlement Agreement) purchased from the Borrower or its
       Subsidiaries; provided that in all circumstances, the Borrower shall not
       have any payment obligation in respect of such Indebtedness until at
       least three years after the date such Indebtedness is incurred."

       (e) Section 5.02(d) of the Credit Agreement is hereby amended to delete
the last paragraph thereof immediately following subsection (xiii) therein and
to substitute therefor the following paragraph:

              "Notwithstanding any of the provisions of this Section 5.02(d),
              the Borrower and its Subsidiaries may retain (A) Net Cash
              Proceeds as provided in the Credit Agreement as in effect prior
              to the date of Amendment No. 8 to the Loan Documents and (B) up
              to 100% of the Net Cash Proceeds received from time to time on or
              after July 1, 1999 from one or more sales, leases, transfers or
              other dispositions expressly permitted under clause (vii), (viii)
              or (xi) of this Section 5.02(d), in each case for use in their
              business and operations in the ordinary course, so long as the
              aggregate amount of all such Net Cash Proceeds referred to in
              subclause (B) so retained by the Borrower and its Subsidiaries
              does not exceed $93,000,000, exclusive of up to $15,000,000 of
              such Net Cash Proceeds which can be retained by the Borrower and
              used solely for the payment of amounts owing under the Amended
              Aetna Note when due and payable in accordance with the terms
              thereof (such non-excluded Net Cash Proceeds referred to in
              subclause (B) being the `Amendment No. 8 Net Cash Proceeds');
              provided, however, that all Amendment No. 8 Net Cash Proceeds
              received after the date of the Required Lenders' Proceeds Reserve
              Application Notice shall be applied immediately upon receipt
              thereof to reduce the Term Commitments in accordance with, and to
              the extent required under, Section 2.05(b)(vi) and to prepay the
              Term Advances outstanding at such time in accordance with, and to
              the extent required under, Section 2.06(b)."

              SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment. This Amendment 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 on or before 12:00 noon
(Charlotte time) on August 16, 1999, (i) counterparts of this Amendment
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, (ii) the Consent attached hereto, executed and


                                       2
<PAGE>   3

delivered by each of the Loan Parties (other than the Borrower) and (iii) for
the benefit of each Lender Party that has executed this Amendment prior to such
time, a fee from the Borrower in an amount equal to 0.125% of the aggregate
Commitment of such Lender Party, which amount will be distributed to the
respective Lender Party no later than the third Business Day following receipt
thereof by the Administrative Agent.

         (b) 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, 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).

         (c) No event shall have occurred and be continuing, or shall result
from the effectiveness of this Amendment, that constitutes a Default.

         (d) All of the reasonable fees and expenses of the Administrative
Agent and the Arranger (including the reasonable fees and expenses of counsel
for the Administrative Agent) due and payable on the Amendment Effective Date
shall have been paid in full.

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

                  SECTION 3. Security Interest. The Borrower agrees that as
promptly as practicable after it is permitted under the terms of the Credit
Agreement it will take all actions necessary to grant a perfected security
interest in all of the capital stock of Caremark pursuant to documentation
satisfactory to the Administrative Agent (including, but not limited to, a
trust agreement, pledge agreement and opinions of counsel), in favor of the
Lender Parties, and equally and ratably in favor of the Senior Indenture
Trustee for the benefit of the holders of the Senior Notes.

                  SECTION 4. 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 by this Amendment.

         (b) The Credit Agreement, the Notes and each of the other Loan
Documents, as amended by the amendments specifically provided above in Section
1, are and shall continue to be in full force


                                       3
<PAGE>   4

and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Amendment 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, or constitute a waiver of any provision of any of the Loan
Documents.

         (c) The Borrower confirms and ratifies its agreement to pay the fee
referred to in Section 3 of Amendment No. 8 with the Application Date referred
to therein to mean the Application Date provided for in this Amendment through
the amendment to Section 2.01(c)(iii)(y) of the Credit Agreement provided for
in Section 1(c) hereof.

                  SECTION 5. 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 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 6. Execution in Counterparts. This Amendment 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 by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 7.  Governing Law.  This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.


                                       4
<PAGE>   5


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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

                                  BANK OF AMERICA, N.A.


                                  By
                                      --------------------------------------
                                      Name:
                                      Title:


                                  THE LENDER PARTIES

                                  BANK OF AMERICA, N.A., as a Lender,
                                  the Swing Line Bank and the Issuing Bank


                                  By
                                      --------------------------------------
                                      Name:
                                      Title:


                                  AMSOUTH BANK


                                  By       /s/ Allison J. Sanders
                                      --------------------------------------
                                      Name:   Allison J. Sanders
                                      Title:  Vice President


                                       5
<PAGE>   6

                                  THE CHASE MANHATTAN BANK


                                  By            /s/ Dawn Lee Lum
                                      --------------------------------------
                                      Name:  Dawn Lee Lum
                                      Title: Vice President


                                  CITIBANK, N.A.


                                  By          /s/ Timothy L. Freeman
                                      --------------------------------------
                                      Name:  Timothy L. Freeman
                                      Title: Managing Director/SCO


                                  CREDIT LYONNAIS NEW YORK BRANCH


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


                                  DEBT STRATEGIES FUND, INC.


                                  By
                                      --------------------------------------
                                      Name:
                                      Title:


                                  THE FIRST NATIONAL BANK OF CHICAGO



                                  By        /s/ L. Richard Schiller
                                      --------------------------------------
                                      Name:  L. Richard Schiller
                                      Title: Vice President


                                  FIRST UNION NATIONAL BANK


                                  By        /s/ Richard Davis
                                      --------------------------------------
                                      Name:  Richard Davis
                                      Title: Vice President


                                       6
<PAGE>   7

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


                                  By        /s/ Anne M. McCarthy
                                      --------------------------------------
                                      Name:  Anne M. McCarthy
                                      Title: Authorized Signatory


                                  KZH HIGHLAND-2 LLC


                                  By        /s/ Peter Chin
                                      --------------------------------------
                                      Name:  Peter Chin
                                      Title: Authorized Agent


                                  MERRILL LYNCH, PIERCE, FENNER &
                                    SMITH INCORPORATED


                                  By        /s/ H.A. Sieger, Jr.
                                      --------------------------------------
                                      Name:  H.A. Sieger, Jr.
                                      Title:


                                  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:


                                  MERRILL LYNCH SENIOR FLOATING
                                     RATE FUND, INC.


                                  By
                                      --------------------------------------
                                      Name:
                                      Title:


                                       7
<PAGE>   8


                                  MERRILL LYNCH PRIME RATE 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        /s/ James Dondero
                                      --------------------------------------
                                      Name:  James Dondero, CFA, CPA
                                      Title: President


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


                                  By        /s/ Charles E. LeMieux
                                      --------------------------------------
                                      Name:  Charles E. LeMieux, CFA
                                      Title: Assistant Vice President


                                  MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK


                                  By        /s/ Anna Marie Fallon
                                      --------------------------------------
                                      Name:  Anna Marie Fallon
                                      Title: Vice President


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


                                  By        /s/ James Dondero
                                      --------------------------------------
                                      Name:  James Dondero, CFA, CPA
                                      Title: President


                                       8
<PAGE>   9

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


                                  By        /s/ James Dondero
                                      --------------------------------------
                                      Name:  James Dondero, CFA, CPA
                                      Title: President


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


                                  By         /s/ Charles E. LeMieux
                                      --------------------------------------
                                      Name:  Charles E. LeMieux, CFA
                                      Title: Assistant Vice President


                                  SCOTIABANC INC.


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


                                  SRV-HIGHLAND, INC.


                                  By        /s/ Kelly C. Walker
                                      --------------------------------------
                                      Name:  Kelly C. Walker
                                      Title: Vice President


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

                                  By        /s/ James R. Fellows
                                      --------------------------------------
                                      Name:  James R. Fellows
                                      Title: Vice President


                                  TORONTO DOMINION (TEXAS), INC.


                                  By        /s/ Sonja R. Jordan
                                      --------------------------------------
                                      Name:  Sonja R. Jordan
                                      Title: Vice President


                                       9
<PAGE>   10

                                  TRANSAMERICA LIFE INSURANCE AND
                                              ANNUITY CO.


                                  By        /s/ John M. Casparian
                                      --------------------------------------
                                      Name:  John M. Casparian
                                      Title: Investment Officer


                                  TRANSAMERICA PREMIER HIGH YIELD FUND


                                  By        /s/ Heather Creeden
                                      --------------------------------------
                                      Name:  Heather Creeden
                                      Title: Investment Officer


                                  VAN KAMPEN PRIME RATE INCOME TRUST


                                  By
                                      --------------------------------------
                                      Name:
                                      Title:


                                  VAN KAMPEN SENIOR INCOME TRUST


                                  By
                                      --------------------------------------
                                      Name:
                                      Title:


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


                                  By
                                      --------------------------------------
                                      Name:
                                      Title:


                                  WACHOVIA BANK, N.A.


                                  By        /s/ John C. Conty
                                      --------------------------------------
                                      Name:  John C. Conty
                                      Title: Assistant Vice President


                                      10
<PAGE>   11
                           CONSENT TO AMENDMENT NO. 9
                             TO THE LOAN DOCUMENTS

                             As of August 16, 1999

                  Reference is made to Amendment No. 9 to the Loan Documents
dated as of August 16, 1999 (the "AMENDMENT") to the Amended and Restated
Credit Agreement dated as of June 9, 1998 (as amended and otherwise modified by
Amendment 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, Amendment No. 3 to
the Loan Documents dated as of February 9, 1999, Amendment and Waiver No. 4 to
the Loan Documents dated as of March 18, 1999, Amendment and Waiver No. 5 to
the Loan Documents dated as of April 1, 1999, Amendment No. 6 to the Loan
Documents dated as of April 14, 1999, Amendment No. 7 to the Loan Documents
dated as of June 29, 1999 and Amendment No. 8 to the Loan Documents dated as of
August 2, 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, Banc of America Securities LLC
(formerly 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 the
performance of the Credit Agreement, as amended thereby, and hereby confirms
and agrees that, notwithstanding the effectiveness of the Amendment, 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 by
the Amendment.

                  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>   12

                                  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 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


                                       2
<PAGE>   13


                                  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


                                  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


                                       3
<PAGE>   14

                                  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


                                  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



                                       4
<PAGE>   15

                                  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


                                  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


                                  MEDPARTNERS NSC LTD.


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


                                  MEDPARTNERS ADMINISTRATIVE
                                  SERVICES, INC.


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


                                       5
<PAGE>   16


                                  MEDPARTNERS 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


                                  HOME HEALTH AGENCY OF GREATER
                                  MIAMI, INC.


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


                                  MEDPARTNERS MANAGED CARE OF SOUTH
                                  BROWARD, INC.


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


                                  MEDPARTNERS MEDICAL MANAGEMENT OF
                                  OHIO, INC.


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


                                       6
<PAGE>   17

                                  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


                                  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


                                       7
<PAGE>   18

                                  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


                                  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


                                       8
<PAGE>   19

                                  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


                                  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: Executive Vice President & Treasurer
                                           of MedPartners, Inc., the General
                                           Partner


                                       9
<PAGE>   20

                                  MEDPARTNERS PHYSICIAN
                                  MANAGEMENT, L.P.


                                  By        /s/ James H. Dickerson, Jr.
                                    -------------------------------------------
                                    Name:  James H. Dickerson, Jr.
                                    Title: Executive Vice President of
                                           MedPartners, Inc., the General
                                           Partner


                                  MEDOHIO, L.P.


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


                                  MED TENNESSEE, INC.


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


                                  MEDTEX, L.P.

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


                                  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.,
                                           a Member


                                      10
<PAGE>   21

                               CERRITOS INVESTMENT GROUP


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


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


                               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.,
                                        a Partner


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


                               FAMILY MEDICAL CENTER


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


                                      11
<PAGE>   22

                               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.,
                                        the General Partner


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


                               KS-PSI OF TEXAS L.P.


                               By        /s/ James H. Dickerson, Jr.
                                 ----------------------------------------------
                                 Name:  James H. Dickerson, Jr.
                                 Title: Vice President & Treasurer of
                                        MedPartners Physician Services, Inc.,
                                        the General Partner


                                       12