<PAGE>   1

                                                              COPY AS EXECUTED 
                                                    

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

                                 $1,000,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                            DATED AS OF JUNE 9, 1998

                                      Among

                               MEDPARTNERS, INC.,

                                  as Borrower,

                                       and

                  THE INITIAL LENDERS, THE SWING LINE BANK AND
                     THE INITIAL ISSUING BANK NAMED HEREIN,

                           as Initial Lender Parties,

                                       and

                        CREDIT LYONNAIS NEW YORK BRANCH,
                     THE FIRST NATIONAL BANK OF CHICAGO AND
                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

                             as Syndication Agents,

                                       and

                     NATIONSBANC MONTGOMERY SECURITIES LLC,

                                  as Arranger,

                                       and

                               NATIONSBANK, N.A.,

                             as Administrative Agent

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

<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
         <S>                                                                                                   <C>
                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01.  Certain Defined Terms.....................................................................1
         SECTION 1.02.  Computation of Time Periods; Other Constructional Provisions.............................40
         SECTION 1.03.  Accounting Terms.........................................................................41
         SECTION 1.04.  Currency Equivalents Generally...........................................................41

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                            AND THE LETTERS OF CREDIT

         SECTION 2.01.  The Advances and the Letters of Credit...................................................41
         SECTION 2.02.  Making the Advances......................................................................43
         SECTION 2.03.  Issuance of and Drawings and Reimbursement Under Letters of Credit.......................47
         SECTION 2.04.  Repayment of Advances....................................................................49
         SECTION 2.05.  Termination or Reduction of the Commitments..............................................51
         SECTION 2.06.  Prepayments..............................................................................52
         SECTION 2.07.  Interest.................................................................................54
         SECTION 2.08.  Fees.....................................................................................55
         SECTION 2.09.  Conversion of Advances...................................................................56
         SECTION 2.10.  Increased Costs, Etc.....................................................................57
         SECTION 2.11.  Payments and Computations................................................................60
         SECTION 2.12.  Taxes....................................................................................62
         SECTION 2.13.  Sharing of Payments, Etc.................................................................65
         SECTION 2.14.  Defaulting Lenders.......................................................................66
         SECTION 2.15.  Use of Proceeds..........................................................................68

                                   ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

         SECTION 3.01.  Conditions Precedent to Effectiveness of this Agreement..................................68
         SECTION 3.02.  Conditions Precedent to Each Borrowing, Issuance and Renewal.............................73
         SECTION 3.03.  Determinations Under Section 3.01........................................................74

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations and Warranties...........................................................74
</TABLE>



<PAGE>   3

                                      -iii-
<TABLE>
<CAPTION>

                                    ARTICLE V

                            COVENANTS OF THE BORROWER
         <S>                                                                                                    <C>
         SECTION 5.01.  Affirmative Covenants....................................................................82
         SECTION 5.02.  Negative Covenants.......................................................................85
         SECTION 5.03.  Reporting Requirements..................................................................100
         SECTION 5.04.  Financial Covenants.....................................................................106

                                   ARTICLE VI

                                EVENTS OF DEFAULT

         SECTION 6.01.  Events of Default.......................................................................107
         SECTION 6.02.  Actions in Respect of the Letters of Credit upon Default................................111

                                   ARTICLE VII

                                   THE AGENTS

         SECTION 7.01.  Authorization and Action................................................................111
         SECTION 7.02.  Administrative Agent's Reliance, Etc....................................................112
         SECTION 7.03.  NationsBank and Affiliates..............................................................113
         SECTION 7.04.  Lender Credit Decision..................................................................113
         SECTION 7.05.  Indemnification.........................................................................113
         SECTION 7.06.  Successor Administrative Agent..........................................................115

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.01.  Amendments, Etc.........................................................................116
         SECTION 8.02.  Notices, Etc............................................................................117
         SECTION 8.03.  No Waiver; Remedies.....................................................................118
         SECTION 8.04.  Indemnification.........................................................................118
         SECTION 8.05.  Right of Set-off........................................................................120
         SECTION 8.06.  Binding Effect..........................................................................120
         SECTION 8.07.  Assignments and Participations..........................................................120
         SECTION 8.08.  No Liability of the Issuing Bank........................................................124
         SECTION 8.09.  Confidentiality.........................................................................124
         SECTION 8.10.  Execution in Counterparts...............................................................125
         SECTION 8.11.  Governing Law; Jurisdiction, Etc........................................................125
         SECTION 8.12.  WAIVER OF JURY TRIAL....................................................................125
</TABLE>




<PAGE>   4


                      AMENDED AND RESTATED CREDIT AGREEMENT

                  AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 9, 1998
among MEDPARTNERS, INC., a Delaware corporation (the "BORROWER"), the banks,
financial institutions and other institutional lenders listed on the signature
pages hereof under the caption "Initial Lenders" (the "INITIAL LENDERS"),
NATIONSBANK, N.A. ("NATIONSBANK"), as the initial issuer of Letters of Credit
(as hereinafter defined) (the "INITIAL ISSUING BANK") and as the provider of the
Swing Line Facility (as hereinafter defined) (the "SWING LINE BANK"), CREDIT
LYONNAIS NEW YORK BRANCH, THE FIRST NATIONAL BANK OF CHICAGO and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as the syndication agents (the "SYNDICATION AGENTS")
for the Facilities (as hereinafter defined), NATIONSBANC MONTGOMERY SECURITIES
LLC ("NMS"), as the arranger (the "ARRANGER") for the Facilities, and
NATIONSBANK, as the administrative agent (together with any successor thereto
appointed pursuant to Article VII, the "ADMINISTRATIVE AGENT") for the Lender
Parties (as hereinafter defined).

                             PRELIMINARY STATEMENTS

                  (1) The Borrower entered into the Credit Agreement dated as of
September 5, 1996 (the "EXISTING CREDIT AGREEMENT") with the banks, financial
institutions and other institutional lenders party thereto (the "EXISTING
LENDERS"), The First National Bank of Chicago, as the documentation agent
therefor, and NationsBank National Association (South), as the administrative
agent for the Existing Lenders thereunder. Pursuant to the terms of the Existing
Credit Agreement, the Existing Lenders made advances available to the Borrower
from time to time in an aggregate principal amount not to exceed $1,000,000,000
for general corporate purposes of the Borrower and its Subsidiaries (as
hereinafter defined).

                  (2) The Borrower has requested that the Lender Parties amend
and restate the terms of the Existing Credit Agreement in its entirety and agree
to lend to the Borrower from time to time up to $1,000,000,000 at any time
outstanding in order to restructure the senior credit facility provided for
under the terms of the Existing Credit Agreement (the "RESTRUCTURING"), to pay
certain fees and expenses incurred in connection with the consummation of the
Transaction (as hereinafter defined) and for other general corporate purposes of
the Borrower and its Subsidiaries not otherwise prohibited under the terms of
the Loan Documents (as hereinafter defined). The Lenders have indicated their
willingness to agree to amend and restate the Existing Credit Agreement in its
entirety and to lend such amounts on the terms and conditions of this Agreement.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and the plural forms of the terms
defined):
<PAGE>   5

                                      -2-

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
         recital of parties to this Agreement.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
         Administrative Agent maintained by the Administrative Agent with
         NationsBank at its office at 101 North Tryon Street, 15th Floor,
         Charlotte, North Carolina 28255, Account No. 13662122506, Reference:
         MedPartners, Attention: Corporate Credit Services, or such other
         account maintained by the Administrative Agent and designated by the
         Administrative Agent as such in a written notice to the Borrower and
         each of the Lender Parties.

                  "ADVANCE" means a Term A Advance, a Term B Advance, a
         Revolving Credit Advance, a Swing Line Advance or a Letter of Credit

         Advance, as the context may require.

                  "AFFILIATE" means, with respect to any Person, any other
         Person that, directly or indirectly, controls, is controlled by or is
         under common control with such Person or is a director or officer of
         such Person or, with respect to an individual, has a relationship with
         such individual by blood, adoption or marriage not more remote than
         first cousin. For purposes of this definition, the term "control"
         (including the terms "controlling", "controlled by" and "under common
         control with") of a Person means the possession, direct or indirect, of
         the power to vote 5% or more of the Voting Interests in such Person or
         to direct or cause the direction of the management and policies of such
         Person, whether through the ownership of Voting Interests, by contract
         or otherwise.

                  "AGENTS" means, collectively, the Administrative Agent, the
         Syndication Agents, the Arranger and each co-agent or subagent
         appointed by the Administrative Agent from time to time pursuant to
         Section 7.01(b).

                  "AGREEMENT VALUE" means, with respect to any Hedge Agreement
         on any date of determination, an amount equal to the greater of (a) the
         amount, if any, that would be payable by the Borrower or any of its
         Subsidiaries in respect of the "agreement value" of such Hedge
         Agreement if such Hedge Agreement were terminated on such date,
         calculated as provided in the International Swap Dealers Association
         Inc. Code of Standard Wording, Assumptions and Provisions for Swaps,
         1992 Edition, and (b) the mark-to-market value of such Hedge Agreement,
         for which the unrealized gain (or unrealized loss) on such Hedge
         Agreement is calculated as the amount by which the present value of the
         future cash flows to be received under such Hedge Agreement exceeds (or
         is less than) the present value of the future cash flows to be paid
         pursuant to such Hedge Agreement.

                  "APPLICABLE LENDING OFFICE" means (a) with respect to each of
         the Lenders, the Base Rate Lending Office of such Lender in the case of
         a Base Rate Advance and the Eurodollar Lending Office of such Lender in
         the case of a Eurodollar Rate Advance and (b) with respect to the
         Issuing Bank and the Swing Line Bank, the Base Rate Lending Office of
         the Issuing Bank and the Swing Line Bank, respectively, for all
         purposes of this Agreement.

                  "APPLICABLE MARGIN" means (a) at any time during the period
         from the date of this Agreement through the Performance Level
         Determination Date, (i) 1.500% per annum for Base Rate Advances and
         2.500% per annum for Eurodollar Rate Advances outstanding under the
         Term A Facility and the Revolving Credit Facility and (ii) 1.750% per
         annum for Base Rate Advances and 2.750% per annum for Eurodollar Rate
         Advances outstanding under the Term B Facility and (b) at any time and
         from time

<PAGE>   6

                                      -3-

         to time thereafter, a percentage per annum equal to the applicable
         percentage set forth below for the Performance Level set forth below:

<TABLE>
<CAPTION>
                         TERM A/REVOLVING           TERM A/REVOLVING         TERM B FACILITY        TERM B FACILITY
    PERFORMANCE          CREDIT BASE RATE          CREDIT EURODOLLAR            BASE RATE           EURODOLLAR RATE
       LEVEL                 ADVANCES                RATE ADVANCES               ADVANCES               ADVANCES
    -----------          ----------------          -----------------         ---------------        ---------------
    <S>                  <C>                       <C>                       <C>                    <C>
         I                    0.000%                     0.625%                   1.500%                 2.500%
        II                    0.000%                     0.750%                   1.500%                 2.500%
        III                   0.000%                     0.875%                   1.500%                 2.500%
        IV                    0.125%                     1.125%                   1.500%                 2.500%
         V                    0.500%                     1.500%                   1.500%                 2.500%
        VI                    0.875%                     1.875%                   1.750%                 2.750%
        VII                   1.250%                     2.250%                   1.750%                 2.750%
       VIII                   1.500%                     2.500%                   1.750%                 2.750%
        IX                    1.750%                     2.750%                   2.000%                 3.000%
</TABLE>


         ; provided, however, that if the Consolidated EBITDA of the Borrower
         and its Subsidiaries for the Measurement Period ending June 30, 1998 is
         less than $65,000,000, the Applicable Margin during the period from the
         earlier of (A) the date of receipt of the Required Financial
         Information for the Measurement Period ending June 30, 1998 and (B)
         August 19, 1998, to the Performance Level Determination Date shall be
         (1) 1.750% per annum for Base Rate Advances and 2.750% per annum for
         Eurodollar Rate Advances outstanding under the Term A Facility and the
         Revolving Credit Facility and (2) 2.000% per annum for Base Rate
         Advances and 3.000% per annum for Eurodollar Rate Advances outstanding
         under the Term B Facility. For purposes of clause (b) of the
         immediately preceding sentence, the Applicable Margin for each Base
         Rate Advance shall be determined by reference to the Performance Level
         in effect from time to time and the Applicable Margin for each
         Eurodollar Rate Advance shall be determined by reference to the
         Performance Level in effect on the first day of each Interest Period
         for such Eurodollar Rate Advance.

                  "APPLICABLE PERCENTAGE" means, with respect to the Commitment
         Fee, (a) at any time during the period from the date of this Agreement
         through the Performance Level Determination Date, 0.500% per annum and
         (b) at any time and from time to time thereafter, a percentage per
         annum equal to the applicable percentage set forth below for the
         Performance Level set forth below:

<TABLE>
<CAPTION>
         PERFORMANCE LEVEL                     COMMITMENT FEE
         -----------------                     -------------- 
         <S>                                   <C>
                 I                                 0.225%
                 II                                0.250%
</TABLE>

<PAGE>   7

                                      -4-
<TABLE>
<CAPTION>
         PERFORMANCE LEVEL                     COMMITMENT FEE
         -----------------                     -------------- 
         <S>                                   <C>

              III                                  0.250%
              IV                                   0.300%
              V                                    0.350%
              VI                                   0.375%
              VII                                  0.500%
              VIII                                 0.500%
              IX                                   0.500%
</TABLE>



         For purposes of clause (b) of the immediately preceding sentence, the
         Applicable Percentage for the Commitment Fee shall be determined by
         reference to the Performance Level in effect from time to time.

                  "APPROPRIATE LENDER" means, at any time, (a) with respect to
         either of the Term Facilities or the Revolving Credit Facility, a
         Lender that has a Commitment with respect to such Facility at such
         time, (b) with respect to the Letter of Credit Facility, (i) the
         Issuing Bank and (ii) if the Revolving Credit Lenders have made Letter
         of Credit Advances pursuant to Section 2.03(c)(i) that are outstanding
         at such time, each such Revolving Credit Lender, and (c) with respect
         to the Swing Line Facility, (i) the Swing Line Bank and (ii) if the
         Revolving Credit Lenders have made Swing Line Advances pursuant to
         Section 2.02(b)(ii) that are outstanding at such time, each such
         Revolving Credit Lender.

                  "APPROVED FUND" means, with respect to any of the Lenders that
         is a mutual fund that invests in syndicated bank loans, any other
         mutual fund that also invests in syndicated bank loans and is advised
         or managed by the same investment advisor as such Lender or an
         Affiliate of such investment advisor.

                  "ARRANGER" has the meaning specified in the recital of parties
         to this Agreement.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
         entered into by a Lender Party and an Eligible Assignee, and accepted
         by the Administrative Agent and, if applicable, the Borrower, in
         accordance with Section 8.07 and in substantially the form of Exhibit
         C-1 hereto.

                  "AVAILABLE AMOUNT" means, with respect to any Letter of Credit
         at any time, the maximum amount available to be drawn under such Letter
         of Credit at such time (assuming compliance at such time with all
         conditions to drawing).

                  "BANK HEDGE AGREEMENT" means any interest rate Hedge Agreement
         permitted under Article V that is entered into by and between the
         Borrower and any of the Hedge Banks.

                  "BASE RATE" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the higher of:

<PAGE>   8
                                      -5-


                           (a) the rate of interest established by NationsBank
                  from time to time as its prime rate (which rate of interest
                  may not be the lowest rate of interest charged by NationsBank
                  to its customers); and

                           (b) the Federal Funds Rate plus 0.50%.

                  "BASE RATE ADVANCE" means an Advance that bears interest as
         provided in Section 2.07(a)(i).

                  "BASE RATE LENDING OFFICE" means, with respect to each of the
         Lender Parties, the office of such Lender Party specified as its "Base
         Rate Lending Office" opposite its name on Part B of Schedule I hereto
         or in the Assignment and Acceptance pursuant to which it became a
         Lender Party, as the case may be, or such other office of such Lender
         Party as such Lender Party may from time to time specify to the
         Borrower and the Administrative Agent for such purpose.

                  "BORROWER" has the meaning specified in the recital of parties
         to this Agreement.

                  "BORROWER COMMON STOCK" means shares of common stock of the
         Borrower, par value $0.001 per share.

                  "BORROWER'S ACCOUNT" means the account of the Borrower
         maintained by the Borrower with NationsBank at its office at 101 North
         Tryon Street, 15th Floor, Charlotte, North Carolina 28255, Account No.
         3750597420, Reference: MedPartners, Attention: Corporate Credit
         Services, or such other account of the Borrower as is agreed from time
         to time in writing between the Borrower and the Administrative Agent.

                  "BORROWING" means a Term A Borrowing, a Term B Borrowing, a
         Revolving Credit Borrowing or a Swing Line Borrowing, as the context
         may require.

                  "BUSINESS DAY" means a day of the year on which banks are not
         required or authorized by law to close in New York, New York or
         Charlotte, North Carolina and, if the applicable Business Day relates
         to any Eurodollar Rate Advances, on which dealings are carried on in
         the London interbank market.

                  "CAPITAL ASSETS" means, with respect to any Person, all
         equipment, fixed assets and real property or improvements of such
         Person, or replacements or substitutions therefor or additions thereto,
         that, in accordance with GAAP, have been or should be reflected as
         additions to property, plant or equipment on the balance sheet of such
         Person.

                  "CAPITAL EXPENDITURES" means, with respect to any Person for
         any period, (a) all expenditures made directly or indirectly by such
         Person during such period for Capital Assets (whether paid in cash or
         other consideration or accrued as a liability, and including, without
         limitation, all expenditures for maintenance and repairs which, in
         accordance with GAAP, have been or should be capitalized on the balance
         sheet of such Person) and (b) solely to the extent not otherwise
         included in clause (a) of this definition, the aggregate principal
         amount of all Indebtedness (including, without limitation, Obligations
         in respect of Capitalized Leases) assumed or incurred during such
         period in connection with any such expenditures for Capital Assets. For
         purposes of this definition, the purchase price of



<PAGE>   9
                                      -6-


         equipment that is purchased simultaneously with the trade-in of
         existing equipment or with insurance proceeds shall be included in
         Capital Expenditures only to the extent of the gross amount by which
         such purchase price exceeds the credit granted by the seller of such
         equipment for the equipment being traded in at such time or the amount
         of such insurance proceeds, as the case may be.

                  "CAPITALIZED LEASE" means any lease with respect to which the
         lessee is required to recognize concurrently the acquisition of
         property or an asset and the incurrence of a liability in accordance
         with GAAP.

                  "CAPTIVE PROFESSIONAL CORPORATION" means any professional
         corporation, professional association or other service corporation in
         which all of the Equity Interests are owned by one or more Persons
         other than the Borrower and its Subsidiaries, but in respect of which
         the Borrower and/or one or more of its Subsidiaries has the right to
         exercise, pursuant to a voting trust agreement or other similar
         agreement, a controlling influence over the management of such
         professional corporation, professional association or other service
         corporation (which controlling influence is limited by the Requirements
         of Law relating to the corporate practice of medicine in various states
         of the United States of America).

                  "CAREMARK" means Caremark International, Inc., a Delaware
         corporation and a wholly owned Subsidiary of the Borrower on the date
         of this Agreement.

                  "CASH EQUIVALENTS" means any of the following types of
         Investments, to the extent owned by the Borrower or any of its
         Subsidiaries free and clear of all Liens:

                           (a) readily marketable obligations issued or directly
                  and fully guaranteed or insured by the United States of
                  America or any agency or instrumentality thereof having
                  maturities of not more than 360 days from the date of
                  acquisition thereof; provided that the full faith and credit
                  of the United States of America is pledged in support thereof;

                           (b) time deposits with, or insured certificates of
                  deposit or bankers' acceptances of, any commercial bank that
                  (i) (A) is a Lender Party or (B) is organized under the laws
                  of the United States of America, any state thereof or the
                  District of Columbia, or is the principal banking subsidiary
                  of a bank holding company organized under the laws of the
                  United States of America, any state thereof or the District of
                  Columbia, and is a member of the Federal Reserve System, (ii)
                  issues (or the parent of which issues) commercial paper rated
                  as described below in clause (c) of this definition and (iii)
                  has combined capital and surplus of at least $1,000,000,000,
                  in each case with a maturity of not more than one year from
                  the date of acquisition thereof;

                           (c) commercial paper issued by any Person organized
                  under the laws of any state of the United States of America
                  and rated at least "Prime-1" (or the then equivalent grade) by
                  Moody's or at least "A-1" (or the then equivalent grade) by
                  S&P, in each case with a maturity of not more than 180 days
                  from the date of acquisition thereof;

                           (d) Investments, classified in accordance with GAAP
                  as current assets of the Borrower or any of its Subsidiaries,
                  in money market investment programs registered under

<PAGE>   10
                                      -7-


                  the Investment Company Act of 1940, as amended, which are
                  administered by financial institutions that have the highest
                  rating obtainable from either Moody's or S&P, and the
                  portfolios of which are limited solely to Investments of the
                  character and quality described in clauses (a), (b) and (c) of
                  this definition;

                           (e) repurchase agreements entered into with any
                  financial institution organized under the laws of any state of
                  the United States of America (i) the long term non-credit
                  enhanced debt obligations of which are rated at least "A2" (or
                  the then equivalent grade) by Moody's or at least "A" (or the
                  then equivalent grade) by S&P and (ii) the commercial paper of
                  which is rated as described above in clause (c) of this
                  definition, in each case with a maturity of not more than 92
                  days from the date of acquisition thereof;

                           (f) general obligations issued or directly and fully
                  guaranteed or otherwise supported by the full taxation
                  authority of any state of the United States of America or any
                  municipal corporation or other agency or instrumentality
                  thereof and rated at the highest rating obtainable therefor
                  from either Moody's or S&P, in each case with a maturity of
                  not more than one year from the date of acquisition thereof;

                           (g) general obligations of any state of the United
                  States of America or any municipal corporation or other agency
                  or instrumentality thereof which, based on the escrow
                  therefor, are rated as described above in clause (f) of this
                  definition and which have been irrevocably called for
                  redemption and advance refunded through the deposit in escrow
                  of (i) readily marketable obligations solely of the type
                  described above in clause (a) of this definition or (ii) other
                  debt securities which are (A) not callable at the option of
                  the issuer thereof prior to their stated maturity, (B)
                  irrevocably pledged solely in support of the payment of all
                  principal of and interest on such general obligations and (C)
                  in an aggregate principal amount and with such stated rates of
                  interest as shall be sufficient to pay in full all principal
                  of and interest and premiums, if any, on such general
                  obligations as the same become due and payable (as verified by
                  independent public accountants of recognized standing), in
                  each case with a maturity of not more than one year from the
                  date of acquisition thereof; and

                           (h) tax-exempt or tax adjustable rate preferred stock
                  issued by a Person organized under the laws of any state of
                  the United States of America whose long term non-credit
                  enhanced debt obligations are rated at least "A2" (or the then
                  equivalent grade) by Moody's or at least "A" (or the then
                  equivalent grade) by S&P, in each case with a maturity of not
                  more than 120 days from the date of acquisition thereof.

                  "CERCLA" means the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended from time to time.

                  "CERCLIS" means the Comprehensive Environmental Response,
         Compensation and Liability Information System maintained by the United
         States Environmental Protection Agency.

                  "CHANGE OF CONTROL" means, at any time:

<PAGE>   11
                                      -8-


                           (a) any "person" or "group" (each as used in Sections
                  13(d)(3) and 14(d)(2) of the Exchange Act) (i) becomes the
                  "beneficial owner" (as defined in Rule 13d-3 of the Exchange
                  Act), directly or indirectly, of Voting Interests in the
                  Borrower (including through securities convertible into or
                  exchangeable for such Voting Interests) representing 25% or
                  more of the combined voting power of all of the Voting
                  Interests in the Borrower (on a fully diluted basis) or (ii)
                  otherwise has the ability, directly or indirectly, to elect a
                  majority of the board of directors of the Borrower;

                           (b) during any period of 24 consecutive months,
                  whether commencing before or after the date of this Agreement,
                  individuals who at the beginning of such 24-month period were
                  Continuing Directors shall cease for any reason to constitute
                  a majority of the board of directors of the Borrower; or

                           (c) any Person or two or more Persons acting in
                  concert shall have acquired by contract or otherwise, or shall
                  have entered into a contract or arrangement that, upon
                  consummation thereof, will result in its or their acquisition
                  of the power to exercise, directly or indirectly, a
                  controlling influence on the management or policies of the
                  Borrower.

                  "COMMITMENT" means a Term A Commitment, a Term B Commitment, a
         Revolving Credit Commitment, a Swing Line Commitment or a Letter of
         Credit Commitment, as the context may require.

                  "COMMITMENT FEE" has the meaning specified in Section 2.08(a).

                  "CONFIDENTIAL INFORMATION" means information that is furnished
         to the Administrative Agent or any of the Lender Parties by or on
         behalf of the Borrower or any of its Subsidiaries in a writing that is
         conspicuously marked as confidential or otherwise on an expressly
         confidential basis, but does not include any such information that (a)
         is or becomes generally available to the public (other than as a result
         of a breach by the Administrative Agent or such Lender Party of its
         confidentiality obligations under this Agreement) or (b) is or becomes
         available to the Administrative Agent or such Lender Party from a
         source other than the Borrower or any of its Subsidiaries that is not,
         to the knowledge of the Administrative Agent or such Lender Party,
         acting in violation of a confidentiality agreement with the Borrower or
         any such Subsidiary.

                  "CONSOLIDATED" refers to the consolidation of accounts in
         accordance with GAAP.

                  "CONSOLIDATED CASH TAXES" means, with respect to any Person
         for any period, (a) the aggregate amount of all payments in respect of
         income taxes made in cash by such Person and its Subsidiaries to any
         applicable Governmental Authority during such period (other than
         payments made by the Borrower to the Internal Revenue Service during
         such period in connection with the discontinued operations of the home
         infusion business sold by Caremark prior to its acquisition by the
         Borrower (which tax liabilities Caremark agreed to be obligated for
         pursuant to certain tax sharing arrangements between Caremark and its
         former parent, Baxter International, Inc.) so long as all such payments
         do not exceed an aggregate amount of $5,200,000) less (b) the aggregate
         amount of all cash refunds in respect of income taxes received by such
         Person and its Subsidiaries from any applicable 
<PAGE>   12
                                      -9-


         Governmental Authority during such period, after giving effect, to the
         extent available, to the application of net operating losses available
         to such Person or any such Subsidiary.

                  "CONSOLIDATED EBITDA" means, with respect to any Person for
         any period, (a) the Consolidated Net Income of such Person and its
         Subsidiaries for such period plus (b) the sum of each of the following
         expenses that have been deducted from the determination of the
         Consolidated Net Income of such Person and its Subsidiaries for such
         period: (i) the Consolidated Interest Expense of such Person and its
         Subsidiaries for such period, (ii) all income tax expense (whether
         federal, state, local, foreign or otherwise) of such Person and its
         Subsidiaries for such period, (iii) all depreciation expense of such
         Person and its Subsidiaries for such period, (iv) all amortization
         expense of such Person and its Subsidiaries for such period and (v) all
         extraordinary losses deducted in determining the Consolidated Net
         Income of such Person and its Subsidiaries for such period less all
         extraordinary gains added in determining the Consolidated Net Income of
         such Person and its Subsidiaries for such period, in each case
         determined on a Consolidated basis and in accordance with GAAP for such
         period; provided, however, that, solely with respect to any
         determination of Consolidated EBITDA of the Borrower and its
         Subsidiaries for the first four Measurement Periods following the
         Effective Date, Consolidated EBITDA will be adjusted to exclude (A) any
         restructuring and merger related charges taken by the Borrower and its
         Subsidiaries during the Fiscal Quarter ended March 31, 1998 in an
         aggregate amount not to exceed $42,400,000 and (B) any additional
         restructuring charges taken by the Borrower and its Subsidiaries during
         the Fiscal Quarter ending June 30, 1998 in an aggregate amount not to
         exceed $41,500,000.

                  "CONSOLIDATED INTEREST EXPENSE" means, with respect to any
         Person for any period, the gross interest expense accrued on all
         Indebtedness of such Person and its Subsidiaries during such period,
         determined on a Consolidated basis and in accordance with GAAP for such
         period, including, without limitation, (a) in the case of the Borrower,
         (i) interest expense accrued in respect of Indebtedness resulting from
         Advances, (ii) all fees paid or payable pursuant to Section 2.08(a) and
         (iii) all interest accrued with respect to the Eligible Subordinated
         Indebtedness and all subordinated yield enhancement payments made to
         the TAPS Investors pursuant to the TAPS Purchase Contract, (b) the
         interest component of all Obligations in respect of Capitalized Leases,
         (c) commissions, discounts and other fees and charges paid or payable
         in connection with letters of credit (including, without limitation,
         the Letters of Credit), (d) all amortization of original issue discount
         in respect of all Indebtedness of such Person and its Subsidiaries and
         (e) the net payment, if any, paid or payable in connection with Hedge
         Agreements less the net credit, if any, received in connection with
         Hedge Agreements.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
         income (or net loss) of any Person and its Subsidiaries for such
         period, determined on a Consolidated basis and in accordance with GAAP,
         but excluding for each such period (without duplication):

                           (a) the income (or loss) of any other Person accrued
                  prior to the date on which it became a Subsidiary of such
                  Person or is merged into or consolidated with such Person or
                  any of its Subsidiaries or all or substantially all of the
                  property and assets of such other Person are acquired by such
                  Person or any of its Subsidiaries;

                           (b) the income (or loss) of any other Person (other
                  than a Subsidiary of such Person) in which a Person other than
                  such Person or any of its Subsidiaries owns or otherwise 
<PAGE>   13
                                      -10-


                  holds an Equity Interest, except to the extent such income (or
                  loss) shall have been received in the form of cash dividends
                  or other distributions actually paid to such Person or any of
                  its Subsidiaries by such other Person during such period;

                           (c) the income of any Subsidiary of such Person to
                  the extent that the declaration or payment of dividends or
                  other distributions by such Subsidiary of such income is not
                  permitted to be made or paid on the last day of such period;

                           (d) any gains or losses (on an after-tax basis)
                  attributable to the sale, lease, transfer or other disposition
                  of any property or assets of such Person or any of its
                  Subsidiaries;

                           (e) any earnings or charges resulting from the
                  write-up or write-down of any property or assets of such
                  Person or any of its Subsidiaries other than in the ordinary
                  course of business;

                           (f) any gains attributable to the collection of
                  proceeds of insurance policies; and

                           (g) to the extent not included in clauses (a) through
                  (e) of this definition, the noncash portion of all
                  extraordinary losses deducted in calculating net income and
                  the noncash portion of all extraordinary gains added in
                  calculating net income.

                  "CONSOLIDATED RENTAL PAYMENTS" means, for any period, the
         aggregate amount of all lease and rental payments (whether paid or
         payable) of such Person and its Subsidiaries as lessee or sublessee
         under or in respect of their Operating Leases during such period,
         whether or not characterized as rent, determined on a Consolidated
         basis and in accordance with GAAP.

                  "CONSOLIDATED TOTAL ASSETS" means, at any date of
         determination, the net book value of all property and assets of any
         Person and its Subsidiaries (including, without limitation, all items
         that are treated as intangibles in accordance with GAAP) that, in
         accordance with GAAP, would be classified as such on the Consolidated
         balance sheet of such Person and its Subsidiaries at such date.

                  "CONSTITUTIVE DOCUMENTS" means, with respect to any Person,
         the certificate of incorporation or registration (including, if
         applicable, certificate of change of name), articles of incorporation
         or association, memorandum of association, charter, bylaws, partnership
         agreement, trust agreement, limited liability company operating or
         members agreement, joint venture agreement or one or more similar
         agreements, instruments or documents constituting the organization or
         formation of such Person.

                  "CONTINGENT OBLIGATION" means, with respect to any Person, any
         obligation of such Person to guarantee or intended to guarantee any
         Indebtedness, leases, dividends or other obligations ("primary
         obligations") of any other Person (the "primary obligor") in any
         manner, whether directly or indirectly, including, without limitation,
         (a) the direct or indirect guaranty, endorsement (other than for
         collection or deposit in the ordinary course of business), co-making,
         discounting with recourse or sale with recourse by such Person of the
         obligation of a primary obligor, (b) the obligation to make take-or-pay
         or similar payments, if required, regardless of nonperformance by any
         other party or 
<PAGE>   14
                                      -11-


         parties to an agreement or (c) any obligation of such Person, whether
         or not contingent, (i) to purchase any such primary obligation or any
         property constituting direct or indirect security therefor, (ii) to
         advance or supply funds (A) for the purchase or payment of any such
         primary obligation or (B) to maintain working capital, equity capital,
         net worth or other balance sheet condition or any income statement
         condition of the primary obligor or otherwise to maintain the solvency
         of the primary obligor, (iii) to purchase, lease or otherwise acquire
         property, assets, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (iv)
         otherwise to assure or hold harmless the holder of such primary
         obligation against loss in respect thereof. The amount of any
         Contingent Obligation shall be deemed to be an amount equal to the
         stated or determinable amount of the primary obligation in respect of
         which such Contingent Obligation is made (or, if less, the maximum
         amount of such primary obligation for which such Person may be liable
         pursuant to the terms of the agreement, instrument or other document
         evidencing such Contingent Obligation) or, if not stated or
         determinable, the maximum reasonably anticipated liability in respect
         thereof (assuming such Person is required to perform thereunder), as
         determined by such Person in good faith.

                  "CONTINUING DIRECTOR" means, for any period, an individual who
         is a member of the board of directors of the Borrower on the first day
         of such period or who has been nominated to the board of directors of
         the Borrower by a majority of the other Continuing Directors who were
         members of the board of directors of the Borrower at the time of such
         nomination.

                  "CONVERSION", "CONVERT" and "CONVERTED" each refers to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.09 or 2.10.

                  "CURRENT ASSETS" means, with respect to any Person, all assets
         of such Person that, in accordance with GAAP, would be classified as
         current assets on the balance sheet of a company conducting a business
         the same as or similar to that of such Person, after deducting
         appropriate and adequate reserves therefrom in accordance with GAAP.

                  "CURRENT LIABILITIES" means, with respect to any Person, (a)
         all Indebtedness of such Person that by its terms is payable on demand
         or matures within one year after the date of determination (excluding
         any Indebtedness renewable or extendible, at the option of such Person,
         to a date more than one year from such date or arising under a
         revolving credit or similar agreement that obligates the lender or
         lenders to extend credit during a period of more than one year from
         such date), (b) all amounts of Funded Indebtedness of such Person
         required to be paid or prepaid within one year after such date and (c)
         all other items (including, without limitation, taxes accrued as
         estimated and trade payables otherwise excluded from Indebtedness under
         clause (b) of the definition thereof set forth below in this Section
         1.01) that, in accordance with GAAP, would be classified on the balance
         sheet of such Person as current liabilities of such Person.

                  "DEFAULT" means any Event of Default or any event or condition
         that would constitute an Event of Default but for the requirement that
         notice be given or time elapse or both.

                  "DEFAULTED ADVANCE" means, with respect to any of the Lender
         Parties at any time, the portion of any Advance required to be made by
         such Lender Party to the Borrower pursuant to Section 2.01 at or prior
         to such time that has not been made by such Lender Party or by the
         Administrative Agent 
<PAGE>   15
                                      -12-


         for the account of such Lender Party pursuant to Section 2.02(e) as of
         such time. If a portion of a Defaulted Advance shall be deemed made
         pursuant to Section 2.14(a), the remaining portion of such Defaulted
         Advance shall be considered a Defaulted Advance originally required to
         be made pursuant to Section 2.01 on the same date as the Defaulted
         Advance so deemed made in part.

                  "DEFAULTED AMOUNT" means, with respect to any of the Lender
         Parties at any time, any amount required to be paid by such Lender
         Party to the Administrative Agent or any of the other Lender Parties
         under this Agreement or any of the other Loan Documents at or prior to
         such time that has not been so paid as of such time, including, without
         limitation, any amount required to be paid by such Lender Party to (a)
         the Swing Line Bank pursuant to Section 2.02(b)(ii) to purchase a
         portion of a Swing Line Advance made by the Swing Line Bank, (b) the
         Issuing Bank pursuant to Section 2.03(c)(i) to purchase a portion of a
         Letter of Credit Advance made by the Issuing Bank, (c) the
         Administrative Agent pursuant to Section 2.02(e) to reimburse the
         Administrative Agent for the amount of any Advance made by the
         Administrative Agent for the account of such Lender Party, (d) any of
         the other Lender Parties pursuant to Section 2.13 to purchase any
         participation in Advances owing to such other Lender Party and (e) the
         Administrative Agent or the Issuing Bank pursuant to Section 7.05 to
         reimburse the Administrative Agent or the Issuing Bank, as the case may
         be, for such Lender Party's ratable share of any amount required to be
         paid by the Lender Parties to the Administrative Agent or the Issuing
         Bank as provided therein. If a portion of a Defaulted Amount shall be
         deemed paid pursuant to Section 2.14(b), the remaining portion of such
         Defaulted Amount shall be considered a Defaulted Amount originally
         required to be paid under this Agreement or any of the other applicable
         Loan Documents on the same date as the Defaulted Amount so deemed paid
         in part.

                  "DEFAULTING LENDER" means, at any time, any of the Lender
         Parties that, at such time, (a) owes a Defaulted Advance or a Defaulted
         Amount or (b) shall take any action or be the subject of any action or
         proceeding of a type described in Section 6.01(f).

                  "DEFAULT TERMINATION NOTICE" has the meaning specified in
         Section 2.01(e).

                  "DISCLOSED LITIGATION" has the meaning specified in Section
         3.01(d).

                  "DOMESTIC SUBSIDIARY" means, at any time, any of the direct or
         indirect Subsidiaries of the Borrower that is incorporated or organized
         under the laws of any state of the United States of America or the
         District of Columbia.

                  "EFFECTIVE DATE" has the meaning specified in Section 3.01.

                  "ELIGIBLE ASSIGNEE" means (a) with respect to any of the
         Facilities other than the Letter of Credit Facility, (i) a Lender; (ii)
         an Affiliate or an Approved Fund of a Lender; or (iii) any other Person
         approved by the Administrative Agent and, so long as no Default under
         Section 6.01(a) or 6.01(f) or Event of Default has occurred and is
         continuing at the time the related assignment is effected pursuant to
         Section 8.07, the Borrower (in either case such approval not to be
         unreasonably withheld or delayed and, in the case of the Borrower, such
         approval to be deemed to have been given if no objection thereto is
         received by the Administrative Agent and the assigning Lender within
         two Business Days after the date on which notice of the proposed
         assignment is received by the Borrower); and 
<PAGE>   16
                                      -13-


         (b) with respect to the Letter of Credit Facility, a Person that is an
         Eligible Assignee under clause (a) of this definition and is a
         commercial bank organized under the laws of the United States of
         America or any state thereof; provided, however, that neither any of
         the Loan Parties nor any of the Affiliates of a Loan Party shall
         qualify as an Eligible Assignee under this definition.

                  "ELIGIBLE SUBORDINATED INDEBTEDNESS" means any unsecured
         Indebtedness of the Borrower (other than Indebtedness of the Borrower
         owing to one or more of its Subsidiaries) (a) which is subordinated in
         right of payment and otherwise in all respects to the Obligations of
         the Borrower under and in respect of the Loan Documents on terms and
         conditions acceptable to the Lender Parties and (b) for which an
         aggregate amount of United States Treasury Securities equal to the
         amount of all principal of and interest on such Indebtedness is held by
         a collateral agent as security for the obligation of the TAPS Investors
         to purchase Borrower Common Stock in accordance with the terms of TAPS
         Purchase Contract.

                  "ENVIRONMENTAL ACTION" means any action, suit, demand, demand
         letter, claim, notice of noncompliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement, abatement order or other order or directive
         (conditional or otherwise) relating in any way to any Environmental
         Law, any Environmental Permit or any Hazardous Materials or arising
         from alleged injury or threat to health, safety, natural resources or
         the environment, including, without limitation, (a) by any Governmental
         Authority for enforcement, cleanup, removal, response, remedial or
         other actions or damages and (b) by any applicable Governmental
         Authority or other third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

                  "ENVIRONMENTAL LAW" means any Requirement of Law, or any
         judicial or agency interpretation, policy, guideline or other
         requirement of any Governmental Authority, relating to (a) the
         generation, use, handling, transportation, treatment, storage,
         disposal, release or discharge of Hazardous Materials, (b) pollution or
         the protection of the environment, health, safety or natural resources
         or (c) occupational safety and health, industrial hygiene, land use or
         the protection of human, plant or animal health or welfare, including
         CERCLA, the Hazardous Materials Transportation Act (49 U.S.C. ss. 1801
         et seq.), the Resource Conservation and Recovery Act (42 U.S.C. ss.
         6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. ss.
         1251 et seq.), the Clean Air Act (42 U.S.C. ss. 7401 et seq.), the
         Toxic Substances Control Act (15 U.S.C. ss. 2601 et seq.), the Federal
         Insecticide, Fungicide and Rodenticide Act (7 U.S.C. ss. 136 et seq.),
         the Occupational Safety and Health Act (29 U.S.C. ss. 651 et seq.), the
         Oil Pollution Act (33 U.S.C. ss. 2701 et seq.) and the Emergency
         Planning and Community Right-to-Know Act (42 U.S.C. ss. 11001 et seq.),
         in each case as amended from time to time, and including the
         regulations promulgated and the rulings issued from time to time
         thereunder.

                  "ENVIRONMENTAL PERMIT" means any permit, approval, license,
         identification number or other authorization required under any
         Environmental Law.

                  "EQUITY INTERESTS" means, with respect to any Person, all of
         the shares of capital stock of (or other ownership or profit interests
         in) such Person, all of the warrants, options or other rights for the
         purchase or other acquisition from such Person of shares of capital
         stock of (or other ownership or profit interests in) such Person, all
         of the securities convertible into or exchangeable for shares of
         capital stock of (or other ownership or profit interests in) such
         Person or warrants, rights or options 
<PAGE>   17
                                      -14-


         for the purchase or other acquisition from such Person of such shares
         (or such other interests), and all of the other ownership or profit
         interests in such Person (including, without limitation, partnership,
         member or trust interests therein), whether voting or nonvoting, and
         whether or not such shares, warrants, options, rights or other
         interests are authorized or otherwise existing on any date of
         determination.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         the rulings issued from time to time thereunder.

                  "ERISA AFFILIATE" means any Person that for purposes of Title
         IV of ERISA is a member of the controlled group of any of the Loan
         Parties, or under common control with any of the Loan Parties, within
         the meaning of Section 414 of the Internal Revenue Code.

                  "ERISA EVENT" means:

                           (a) (i) the occurrence of a reportable event, within
                  the meaning of Section 4043 of ERISA, with respect to any Plan
                  unless the 30-day notice requirement with respect to such
                  event has been waived by the PBGC or (ii) the requirements of
                  Section 4043(b) of ERISA are met with respect to a
                  contributing sponsor, as defined in Section 4001(a)(13) of
                  ERISA, of a Plan, and an event described in paragraph (9),
                  (10), (11), (12) or (13) of Section 4043(c) of ERISA is
                  reasonably expected to occur with respect to such Plan within
                  the following 30 days;

                           (b) the application for a minimum funding waiver with
                  respect to a Plan;

                           (c) the provision by the administrator of any Plan of
                  a notice of intent to terminate such Plan pursuant to Section
                  4041(a)(2) of ERISA (including any such notice with respect to
                  a plan amendment referred to in Section 4041(e) of ERISA);

                           (d) the cessation of operations at a facility of any
                  of the Loan Parties or any of the ERISA Affiliates under the
                  circumstances described in Section 4062(e) of ERISA;

                           (e) the withdrawal by any of the Loan Parties or any
                  of the ERISA Affiliates from a Plan or a Multiemployer Plan;

                           (f) the conditions for the imposition of a lien under
                  Section 302(f) of ERISA shall have been met with respect to
                  any Plan;

                           (g) the adoption of an amendment to a Plan requiring
                  the provision of security to such Plan pursuant to Section 307
                  of ERISA; or

                           (h) the institution by the PBGC of proceedings to
                  terminate a Plan pursuant to Section 4042 of ERISA, or the
                  occurrence of any event or condition described in Section 4042
                  of ERISA, that constitutes grounds for the termination of, or
                  the appointment of a trustee to administer, a Plan.
<PAGE>   18
                                      -15-


                  "EUROCURRENCY LIABILITIES" has the meaning specified in
         Regulation D of the Board of Governors of the Federal Reserve System,
         as in effect from time to time.

                  "EURODOLLAR LENDING OFFICE" means, with respect to each of the
         Lenders, the office of such Lender specified as its "Eurodollar Lending
         Office" opposite its name on Part B of Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it became a Lender, as the
         case may be (or, if no such office is specified, its Base Rate Lending
         Office), or such other office of such Lender as such Lender may from
         time to time specify to the Borrower and the Administrative Agent for
         such purpose.

                  "EURODOLLAR RATE" means, for any Interest Period for all
         Eurodollar Rate Advances comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum (rounded upwards, if necessary, to the
         nearest 1/100 of 1%) at which deposits in U.S. dollars appear on page
         3750 (or any successor page thereto) of the Dow Jones Telerate Screen
         two Business Days before the first day of such Interest Period and for
         a term comparable to such Interest Period or, if such rate does not so
         appear on the Dow Jones Telerate Screen on any date of determination,
         on the Reuters Screen LIBO Page two Business Days before the first day
         of such Interest Period and for a term comparable to such Interest
         Period by (b) a percentage equal to 100% minus the Eurodollar Rate
         Reserve Percentage for such Interest Period; provided, however, that if
         the Reuters Screen LIBO Page is being used to determine the Eurodollar
         Rate at any date of determination and more than one rate is specified
         thereon as the London interbank offered rate for deposits in U.S.
         dollars, the applicable rate shall be the arithmetic mean (rounded
         upward, if necessary, to the nearest whole multiple of 1/100 of 1% per
         annum) of all such rates.

                  "EURODOLLAR RATE ADVANCE" means an Advance that bears interest
         as provided in Section 2.07(a)(ii).

                  "EURODOLLAR RATE RESERVE PERCENTAGE" means, for any Interest
         Period for all of the Eurodollar Rate Advances comprising part of the
         same Borrowing, the reserve percentage applicable two Business Days
         before the first day of such Interest Period under regulations issued
         from time to time by the Board of Governors of the Federal Reserve
         System (or any successor thereto) for determining the maximum reserve
         requirement (including, without limitation, any emergency, supplemental
         or other marginal reserve requirement) for a member bank of the Federal
         Reserve System in New York, New York with respect to liabilities or
         assets consisting of or including Eurocurrency Liabilities (or with
         respect to any other category of liabilities that includes deposits by
         reference to which the interest rate on Eurodollar Rate Advances is
         determined) having a term equal to such Interest Period.

                 "EVENTS OF DEFAULT" as the meaning specified in Section 6.01.

                 "EXCESS CASH FLOW" means, for any period (without duplication):

                          (a) Consolidated pre-tax income (or pre-tax loss) of
                 the Borrower and its Subsidiaries for such period, less
<PAGE>   19
                                      -16-


                           (b) Consolidated income tax expense of the Borrower
                  and its Subsidiaries for such period, plus

                           (c) an amount equal to the aggregate amount of all
                  noncash charges deducted in determining the Consolidated Net
                  Income of the Borrower and its Subsidiaries for such period,
                  plus

                           (d) an amount (whether positive or negative) equal to
                  the change in Consolidated Current Liabilities of the Borrower
                  and its Subsidiaries during such period, less

                           (e) an amount equal to the aggregate amount of all
                  noncash credits included in determining the Consolidated Net
                  Income of the Borrower and its Subsidiaries for such period,
                  less

                           (f) an amount (whether positive or negative) equal to
                  the change in Consolidated Current Assets (excluding cash and
                  Cash Equivalents) of the Borrower and its Subsidiaries during
                  such period, less

                           (g) an amount equal to the aggregate amount of all
                  Capital Expenditures made in cash by the Borrower and its
                  Subsidiaries during such period, less

                           (h) to the extent not otherwise excluded from the
                  determination of Excess Cash Flow for such period, an amount
                  equal to the aggregate cash consideration paid by the Borrower
                  and its Subsidiaries during such period to any Person other
                  than the Borrower or any of its Affiliates for the purchase or
                  other acquisition of Equity Interests in, or property and
                  assets of, any other Person in accordance with Section
                  5.02(e)(vi) or 5.02(e)(vii), less

                           (i) an amount equal to the aggregate amount of all
                  Required Principal Payments, and the aggregate principal
                  amount of all prepayments of Indebtedness permitted under
                  Section 5.02(h)(i)(E), made by the Borrower and its
                  Subsidiaries during such period.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended from time to time, and the regulations promulgated and the
         rulings issued thereunder.

                  "EXCLUSION EVENT" means:

                           (a) the OIG excludes, or any other Governmental
                  Authority obtains the exclusion of, the Borrower or any of the
                  Material Subsidiaries (or any of the health care provider
                  groups or facilities that are material to the business,
                  financial condition or operations of the Borrower or any of
                  the Material Subsidiaries, individually, or the Borrower and
                  its Subsidiaries, taken as a whole) from participation in the
                  Medicare or Medicaid program or any comparable program
                  administered in any state or other political subdivision of
                  the United States of America, except for the temporary
                  exclusion of one or more health care provider groups or
                  facilities by the OIG or any such other Governmental Authority
                  for a period not to exceed 90 days (unless the temporary
                  exclusion thereof for such period, either individually or in
                  the aggregate, is reasonably expected to have a Material
                  Adverse Effect); or


<PAGE>   20
                                      -17-


                           (b) any court or other Governmental Authority enters
                  a judgment, decree, order or other decision which excludes the
                  participation of the Borrower or any of the Material
                  Subsidiaries (or any of the health care provider groups or
                  facilities that are material to the business, financial
                  condition or operations of the Borrower or any of the Material
                  Subsidiaries, individually, or the Borrower and its
                  Subsidiaries, taken as a whole) in the Medicare or Medicaid
                  program or any comparable program administered in any state or
                  other political subdivision of the United States of America,
                  except for any such other decision of any Governmental
                  Authority (other than any court) to so exclude the Borrower or
                  any of the Material Subsidiaries (or any of the health care
                  provider groups or facilities that are material to the
                  business, financial condition or operations of the Borrower or
                  any of the Material Subsidiaries, individually, or the
                  Borrower and its Subsidiaries, taken as a whole) for a period
                  not to exceed 90 days (unless the decision thereof for such
                  period, either individually or in the aggregate, is reasonably
                  expected to have a Material Adverse Effect).

                  "EXISTING ADVANCES" means the advances owing to the Existing
         Lenders under the Existing Credit Agreement on the Effective Date
         immediately prior to giving effect to the purchases and assumptions
         thereof described in Sections 2.01(a), 2.01(b) and 2.01(c).

                  "EXISTING CREDIT AGREEMENT" has the meaning specified in
         Preliminary Statement (1) to this Agreement.

                  "EXISTING LENDERS" has the meaning specified in Preliminary
         Statement (1) to this Agreement.

                  "EXISTING LETTERS OF CREDIT" means the irrevocable standby
         letters of credit issued by NationsBank or one or more of its
         affiliates under the terms of the Existing Credit Agreement and
         outstanding on the Effective Date, in each case as more fully described
         on Part A of Schedule I hereto.

                  "EXTRAORDINARY RECEIPT" means any cash received by or paid to
         or for the account of any Person other than in the ordinary course of
         business, including, without limitation, tax refunds, pension plan
         reversions, proceeds of insurance (other than proceeds of business
         interruption insurance to the extent such proceeds constitute
         compensation for lost earnings), condemnation awards (and payments in
         lieu thereof), indemnity payments, purchase price adjustments received
         in connection with any purchase agreement and payments in respect of
         judgments or settlements of litigation or proceedings; provided,
         however, that Extraordinary Receipts shall not include cash receipts
         received from proceeds of insurance, condemnation awards (or payments
         in lieu thereof), indemnity payments or payments in respect of
         judgments or settlements of litigation or proceedings to the extent
         that such proceeds, awards or payments (a) are in respect of loss or
         damage to any Capital Asset or reimbursements of liabilities previously
         paid by such Person or promptly paid thereafter to any third party that
         is not an Affiliate of such Person and (b) are applied (or are in
         respect of expenditures that were previously incurred) to replace or
         repair such Capital Asset or to reimburse such amounts previously paid
         or to be paid promptly to any such third party, in each case in
         accordance with the terms of the Loan Documents and so long as such
         application is commenced within 90 days after the receipt of such
         proceeds, awards or payments.

                  "FACILITY" means the Term A Facility, the Term B Facility, the
         Revolving Credit Facility, the Swing Line Facility or the Letter of
         Credit Facility, as the context may require.
<PAGE>   21
                                      -18-


                  "FAIR MARKET VALUE" means, with respect to any property or
         assets (including, without limitation, any of the Equity Interests) of
         any Person on any date of determination, the value of the consideration
         obtainable in a sale of such property or assets in the open market on
         such date assuming an arm's-length sale that has been arranged without
         duress or compulsion between a willing seller and a willing and
         knowledgeable purchaser in a commercially reasonable manner over a
         reasonable period of time under all conditions necessary or desirable
         for a fair sale (taking into account the nature and characteristics of
         such property or asset); provided that:

                           (a) the Fair Market Value of any Borrower Common
                  Stock which comprises all or any part of the consideration to
                  be paid for the purchase or other acquisition of Equity
                  Interests in, or property or assets of, any other Person and
                  which is, at the time of such purchase or other acquisition,
                  designated as a national market system security by the
                  National Association of Securities Dealers, Inc. or is listed
                  on a national securities exchange shall be the average of the
                  last reported bid and ask quotations or prices reported
                  thereon for Borrower Common Stock or such other value as may
                  be ascribed to the Borrower Common Stock in a definitive
                  purchase or merger agreement so long as such value is
                  determined according to customary methods for similar
                  transactions and is approved in good faith by a majority of
                  the disinterested members of the board of directors of the
                  Borrower;

                           (b) the Fair Market Value of any of the property or
                  assets of the Borrower or any of its Subsidiaries (including
                  any Borrower Common Stock that is not designated or listed (or
                  otherwise ascribed a value) as described in clause (a) of this
                  definition or any other Equity Interests) shall be determined
                  in good faith (i) if the board of directors (or persons
                  performing similar functions) of the Borrower or such
                  Subsidiary is otherwise approving such transaction or if the
                  Fair Market Value thereof is in excess of $40,000,000, by a
                  majority of the members of the board of directors (or persons
                  performing similar functions) of the Borrower or such
                  Subsidiary, as the case may be, and certified by a Responsible
                  Officer the Borrower or such Subsidiary in a certificate
                  delivered to the Administrative Agent, on behalf of the Lender
                  Parties, and (ii) if the board of directors (or persons
                  performing similar functions) of the Borrower or such
                  Subsidiary is not otherwise approving such transaction and if
                  the Fair Market Value thereof is equal to or less than
                  $40,000,000, by management of the Borrower or such Subsidiary;
                  and

                           (c) any determination of the Fair Market Value of any
                  such property (whether real or personal) or assets that is
                  customarily appraised shall be based upon an appraisal by an
                  independent qualified appraiser when such property or assets
                  is determined in good faith by the board of directors (or
                  persons performing similar functions) of such Loan Party or
                  such Subsidiary to have a Fair Market Value in excess of
                  $15,000,000.

                  "FEDERAL FUNDS RATE" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight federal funds transactions
         with members of the Federal Reserve System arranged by federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the immediately preceding Business Day) by the Federal Reserve
         Bank of New York or, if such rate is not so published for any
         day that is a Business Day, the average of the quotations for such day
         for such transactions received by the Administrative Agent from three
         federal funds brokers of recognized standing selected by it.
<PAGE>   22
                                      -19-


                  "FISCAL QUARTER" means, with respect to the Borrower or any of
         its Subsidiaries, the period commencing January 1 in any Fiscal Year
         and ending on the next succeeding March 31, the period commencing April
         1 in any Fiscal Year and ending on the next succeeding June 30, the
         period commencing July 1 in any Fiscal Year and ending on the next
         succeeding September 30 or the period commencing October 1 in any
         Fiscal Year and ending on the next succeeding December 31, as the
         context may require, or, if any such Subsidiary was not in existence on
         the first day of any such period, the period commencing on the date on
         which such Subsidiary is incorporated, organized, formed or otherwise
         created and ending on the last day of such period.

                  "FISCAL YEAR" means, with respect to the Borrower or any of
         its Subsidiaries, the period commencing on January 1 in any calendar
         year and ending on the next succeeding December 31 or, if any such
         Subsidiary was not in existence on January 1 in any calendar year, the
         period commencing on the date on which such Subsidiary is incorporated,
         organized, formed or otherwise created and ending on the next
         succeeding December 31.

                  "FIXED CHARGE COVERAGE RATIO" means, with respect to the
         Borrower and its Subsidiaries for any period, the ratio of (a) the sum
         of (i) Consolidated EBITDA of the Borrower and its Subsidiaries for
         such period and (ii) all rental expense of the Borrower and its
         Subsidiaries for such period, determined on a Consolidated basis and in
         accordance with GAAP for such period, to (b) the sum (without
         duplication) of (i) all Consolidated Interest Expense of the Borrower
         and its Subsidiaries for such period, (ii) all Consolidated Cash Taxes
         paid by or on behalf of the Borrower or any of its Subsidiaries during
         such period, (iii) the amount of Consolidated Rental Payments made or
         required to be made by the Borrower and its Subsidiaries during such
         period and (iv) the aggregate amount of all Required Principal Payments
         of the Borrower and its Subsidiaries during such period.

                  "FOREIGN SUBSIDIARY" means, at any time, any of the direct or
         indirect Subsidiaries of the Borrower that is not a Domestic Subsidiary
         at such time.

                  "FUNDED INDEBTEDNESS" means, with respect to any Person
         (without duplication), Indebtedness in respect of the Advances in the
         case of the Borrower, and all other Indebtedness of such Person that by
         its terms matures more than one year after any date of determination or
         matures within one year from such date but is renewable or extendible,
         at the option of such Person, to a date more than one year after such
         date or arises under a revolving credit or similar agreement that
         obligates the lender or lenders to extend credit during a period of
         more than one year after such date, in each case determined on a
         Consolidated basis in accordance with GAAP; provided, however, that the
         term "Funded Indebtedness" shall not include any Contingent Obligations
         of such Person (if and to the extent such Contingent Obligations would
         otherwise be included in such term on any date of determination) that
         are incurred solely to support Indebtedness of one or more Subsidiaries
         of such Person to the extent such Contingent Obligations are otherwise
         expressly permitted to be incurred under Section 5.02(b).

                  "GAAP" has the meaning specified in Section 1.03.

                  "GLOBAL ASSIGNMENT AGREEMENT" means the assignment agreement
         entered into by the Existing Lenders and the Administrative Agent, on
         behalf of the Initial Lenders, as of the Effective Date in order to
         effect the assignment and sale of all of the Existing Advances
         outstanding on the 
<PAGE>   23
                                      -20-


         Effective Date to the Initial Lenders in accordance with Section 2.01
         and in substantially the form of Exhibit C-2 hereto.

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
         state, province, city, municipal entity or other political subdivision
         thereof, and any governmental, executive, legislative, judicial,
         administrative or regulatory agency, department, authority,
         instrumentality, commission, board or similar body, whether federal,
         state, territorial, local or foreign.

                  "GOVERNMENTAL AUTHORIZATION" means any authorization,
         approval, consent, franchise, license, covenant, order, ruling, permit,
         certification, exemption, notice, declaration or similar right,
         undertaking or other action of, to or by, or any filing, qualification
         or registration with, any Governmental Authority.

                  "GUARANTEED PARTIES" means, collectively, the Agents, the
         Lender Parties and the Hedge Banks.

                  "GUARANTEE SUPPLEMENT" has the meaning specified in Section
         8(b) of the Subsidiaries Guarantee.

                  "HAZARDOUS MATERIALS" means: (a) any chemical, material or
         substance at any time defined as or included in the definition of
         "hazardous substances", "hazardous wastes", "hazardous materials",
         "extremely hazardous waste", "acutely hazardous waste", "radioactive
         waste", "biohazardous waste", "pollutant", "toxic pollutant",
         "contaminant", "restricted hazardous waste", "infectious waste", "toxic
         substances", or any other term or expression intended to define, list
         or classify substances by reason of properties harmful to health,
         safety or the indoor or outdoor environment (including, without
         limitation, such harmful properties as ignitability, corrosivity,
         reactivity, carcinogenicity, toxicity, reproductive toxicity, "TCLP
         toxicity" or "EP toxicity" or words of similar import under any
         applicable Environmental Laws); (b) any oil, petroleum, petroleum
         fraction or petroleum derived substance; (c) any drilling fluids,
         produced waters and other wastes associated with the exploration,
         development or production of crude oil, natural gas or geothermal
         resources; (d) any flammable substances or explosives; (e) any
         radioactive materials; (f) any asbestos-containing materials; (g) any
         urea formaldehyde foam insulation; (h) any electrical equipment which
         contains any oil or dielectric fluid containing polychlorinated
         biphenyls; (i) any pesticides; (j) any radon gas; and (k) any other
         chemical, material or substance designated, classified or regulated as
         hazardous or toxic or as a pollutant or contaminant under any
         Environmental Law or which could pose a hazard to health, safety or the
         environment.

                  "HEDGE AGREEMENTS" means, collectively, interest rate swap,
         cap or collar agreements, interest rate future or option contracts,
         commodity future or option contracts, currency swap agreements,
         currency future or option contracts and other similar agreements.

                  "HEDGE BANK" means any Person that is a Lender Party or an
         affiliate of a Lender Party, in its capacity as a party to a Bank Hedge
         Agreement.

                  "INDEBTEDNESS" means, with respect to any Person (without
         duplication):
<PAGE>   24
                                      -21-


                           (a) all indebtedness of such Person for borrowed
                  money;

                           (b) all Obligations of such Person for the deferred
                  purchase price of property and assets or services (other than
                  (i) trade payables or other accounts payable incurred in the
                  ordinary course of such Person's business and not past due for
                  more than one year after the date on which each such trade
                  payable or account payable was created and (ii) deferred
                  compensation to employees paid in the ordinary course of
                  business and in accordance with the past business practices of
                  such Person);

                           (c) all Obligations of such Person evidenced by
                  notes, bonds, debentures or other similar instruments, or upon
                  which interest payments are customarily made;

                           (d) all Obligations of such Person created or arising
                  under any conditional sale or other title retention agreement
                  with respect to property or assets acquired by such Person
                  (even though the rights and remedies of the seller or the
                  lender under such agreement in the event of default are
                  limited to repossession or sale of such property or assets);

                           (e) all Obligations of such Person as lessee under
                  Capitalized Leases;

                           (f) all Obligations, contingent or otherwise, of such
                  Person under acceptance, letter of credit or similar
                  facilities;

                           (g) all Obligations of such Person to purchase,
                  redeem, retire, defease or otherwise make any payment in
                  respect of any Equity Interests in such Person or any other
                  Person, valued, in the case of Redeemable Preferred Interests,
                  at the greater of its voluntary or involuntary liquidation
                  preference plus accrued and unpaid dividends;

                           (h) all Obligations, contingent or otherwise, of such
                  Person in respect of Hedge Agreements, in each case valued at
                  the Agreement Value thereof;

                           (i) all Off Balance Sheet Liabilities of such Person;

                           (j) all Contingent Obligations of such Person; and

                           (k) all Indebtedness referred to in clauses (a)
                  through (j) above and other payment Obligations of another
                  Person secured by (or for which the holder of such
                  Indebtedness has an existing right, contingent or otherwise,
                  to be secured by) any Lien on property or assets (including,
                  without limitation, accounts and contract rights) owned by
                  such Person, even though such Person has not assumed or become
                  liable for the payment of such Indebtedness or other payment
                  Obligation, valued, in the case of any such Indebtedness as to
                  which recourse for the payment thereof is expressly limited to
                  the property or assets on which such Lien is granted, at the
                  lesser of (i) the stated or determinable amount of the
                  Indebtedness that is so secured or, if not stated or
                  determinable, the maximum reasonably anticipated liability in
                  respect thereof (assuming such Person is required to perform
                  thereunder) and (ii) the Fair Market Value of such property or
                  assets.


<PAGE>   25
                                      -22-


         The Indebtedness of any Person shall include (i) all Obligations of the
         types described in clauses (a) through (k) above of any partnership in
         which such Person is a general partner and (ii) all Obligations of the
         types described in clauses (a) through (k) above of such Person to the
         extent such Person remains legally liable in respect thereof,
         notwithstanding that any such Obligation is deemed to be extinguished
         under GAAP at any date of determination.

                  "INDEMNIFIED PARTY" has the meaning specified in Section
         8.04(b).

                  "INFORMATION MEMORANDUM" means the information memorandum
         dated May 1998 used by the Arranger in connection with the syndication
         of the Commitments.

                  "INITIAL EXTENSIONS OF CREDIT" means, collectively, the
         initial Borrowings under one or more of the Facilities and/or the
         initial issuances of one or more Letters of Credit made (or deemed to
         have been made) on the Effective Date.

                  "INITIAL ISSUING BANK" has the meaning specified in the
         recital of parties to this Agreement.

                  "INITIAL LENDERS" has the meaning specified in the recital of
         parties to this Agreement.

                  "INTEREST PERIOD" means, for each of the Eurodollar Rate
         Advances comprising part of the same Borrowing, the period commencing
         on the date of such Eurodollar Rate Advance or the date of the
         Conversion of any Base Rate Advance into such Eurodollar Rate Advance,
         as the case may be, and ending on the last day of the period selected
         by the Borrower pursuant to the provisions below and, thereafter, each
         subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by the Borrower pursuant to the provisions set forth below.
         The duration of each such Interest Period shall be one, two, three or
         six months as the Borrower may, upon notice received by the
         Administrative Agent not later than 11:00 A.M. (Charlotte, North
         Carolina time) on the third Business Day prior to the first day of such
         Interest Period, select; provided, however, that:

                           (a) the Borrower may not select any Interest Period
                  with respect to any Eurodollar Rate Advance under a Facility
                  at any time that ends (i) in the case of the Term A Facility,
                  after the scheduled Term A Maturity Date or, if the Borrower
                  has elected (and has satisfied all of the conditions precedent
                  to) the Term A Extension Option prior to such time, after the
                  then scheduled Termination Date for the Term A Facility and
                  (ii) in the case of any other Facility, after the scheduled
                  Termination Date for such Facility;

                           (b) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Borrowing
                  shall be of the same duration;

                           (c) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day; provided, however, that if
                  such extension would cause the last day of such Interest
                  Period to occur in the next succeeding calendar month, the
                  last day of such Interest Period shall occur on the
                  immediately preceding Business Day; and


<PAGE>   26
                                      -23-


                           (d) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         the rulings issued thereunder.

                  "INVESTMENT" means, with respect to any Person, (a) any direct
         or indirect purchase or other acquisition (whether for cash,
         securities, property, services or otherwise) by such Person of, or of a
         beneficial interest in, any Equity Interests or Indebtedness of any
         other Person, (b) any direct or indirect purchase or other acquisition
         (whether for cash, securities, property, services or otherwise) by such
         Person of all or substantially all of the property and assets of any
         other Person or of any division, branch or other unit of operation of
         any other Person, (c) any direct or indirect redemption, retirement,
         purchase or other acquisition for value by such Person from any other
         Person of any Equity Interests in such other Person, (d) the making of
         a deposit by such Person with, or any direct or indirect loan, advance,
         other extension of credit or capital contribution by such Person to, or
         any other investment by such Person in, any other Person (including,
         without limitation, any indebtedness or accounts receivable from such
         other Person that are not current assets or did not arise from sales to
         such other Person in the ordinary course of business and any
         arrangement pursuant to which the investor incurs Indebtedness of the
         types referred to in clause (j) or (k) of the definition of
         "Indebtedness" set forth above in this Section 1.01 in respect of such
         other Person) and (e) any agreement to make any Investment (including
         any "short sale" or any sale of any securities at a time when such
         securities are not owned by the Person entering into such sale). The
         amount of any Investment shall be the original cost of such Investment
         plus the cost of all additions thereto, without any adjustments for
         increases or decreases in value, or write-ups, write-downs or
         write-offs with respect to such Investment.

                  "ISSUING BANK" means the Initial Issuing Bank and each other
         Person to which the Letter of Credit Commitment has been assigned
         pursuant to Section 8.07, in each case for so long as the Initial
         Issuing Bank or such other Person, as the case may be, shall be a party
         to this Agreement in such capacity.

                  "KNOX-KEENE ACT" means the Knox-Keene Health Care Service Plan
         Act of 1975, as amended from time to time, and the regulations
         promulgated from time to time thereunder.

                  "L/C ESCROW ACCOUNT" has the meaning specified in Section
         6.02.

                  "L/C RELATED DOCUMENTS" has the meaning specified in Section
         2.03(c)(ii).

                  "LENDER PARTY" means any Lender, the Issuing Bank or the Swing
         Line Bank, as the context may require.
<PAGE>   27
                                      -24-


                  "LENDERS" means, collectively, the Initial Lenders and each
         Person that becomes a Lender pursuant to Section 8.07, in each case for
         so long as such Initial Lender or such other Person, as the case may
         be, shall a party to this Agreement in such capacity.

                  "LETTER OF CREDIT" has the meaning specified in Section
         2.01(e).

                  "LETTER OF CREDIT ADVANCE" means an advance made by the
         Issuing Bank or any of the Revolving Credit Lenders pursuant to Section
         2.03(c)(i).

                  "LETTER OF CREDIT AGREEMENT" has the meaning specified in
         Section 2.03(a).

                  "LETTER OF CREDIT COMMITMENT" means, with respect to the
         Issuing Bank at any time, the amount set forth opposite the Issuing
         Bank's name on Part B of Schedule I hereto under the caption "Letter of
         Credit Commitment" or, if the Issuing Bank has entered into one or more
         Assignment and Acceptances, the amount set forth for the Issuing Bank
         in the Register maintained by the Administrative Agent pursuant to
         Section 8.07(e) as the Issuing Bank's "Letter of Credit Commitment", as
         such amount may be reduced at or prior to such time pursuant to Section
         2.05.

                  "LETTER OF CREDIT FACILITY" means, at any time, an amount
         equal to the lesser of (a) the amount of the Letter of Credit
         Commitment at such time and (b) $75,000,000, as such amount may be
         reduced at or prior to such time pursuant to Section 2.05.

                  "LEVERAGE RATIO" means, with respect to the Borrower and its
         Subsidiaries at any date of determination, the ratio of (a)(i) all
         Indebtedness of the Borrower and its Subsidiaries outstanding on such
         date that would (or would be required) to appear on the Consolidated
         balance sheet of the Borrower and its Subsidiaries plus (ii) to the
         extent not otherwise included in subclause (a)(i) of this definition,
         the face amount of all letters of credit (including, without
         limitation, all Letters of Credit) issued for the account of the
         Borrower or any of its Subsidiaries, less (iii) the aggregate principal
         amount of all Eligible Subordinated Indebtedness outstanding on such
         date, to (b) Consolidated EBITDA of the Borrower and its Subsidiaries
         for the most recently completed Measurement Period prior to such date.

                  "LIEN" means, with respect to any Person, (a) any mortgage,
         lien (statutory or other), pledge, hypothecation, security interest,
         charge or other preference or encumbrance of any kind (including,
         without limitation, any agreement to give any of the foregoing), (b)
         any sale of accounts receivable or chattel paper, or any assignment,
         deposit arrangement or lease intended as, or having the effect of,
         security, (c) any easement, right of way or other encumbrance on title
         to real property or (d) any other interest or title of any vendor,
         lessor, lender or other secured party to or of such Person under any
         conditional sale or other title retention agreement or any Capitalized
         Lease or upon or with respect to any property or asset of such Person
         (including, in the case of Equity Interests, voting trust agreements
         and other similar arrangements).

                  "LOAN DOCUMENTS" means, collectively, (a) for all purposes of
         this Agreement and the Notes and any amendment, supplement or other
         modification hereof or thereof and for all other purposes other than
         for purposes of the Subsidiaries Guarantee, (i) this Agreement, (ii)
         the Notes, (iii) the Subsidiaries Guarantee, (iv) each Letter of Credit
         Agreement and (v) each of the other agreements 
<PAGE>   28
                                      -25-


         evidencing any of the Obligations of any of the Loan Parties, or
         supporting any of the other Obligations of any of the Loan Parties,
         owing to the Agents and the Guaranteed Parties and (b) for all purposes
         of the Subsidiaries Guarantee, (i) this Agreement, (ii) the Notes,
         (iii) the Subsidiaries Guarantee, (iv) each Letter of Credit Agreement,
         (v) the Bank Hedge Agreements and (vi) each of the other agreements
         evidencing any of the Obligations of any of the Loan Parties, or
         supporting any of the other Obligations of any of the Loan Parties,
         owing to the Agents and the Guaranteed Parties, in each case as
         amended, supplemented or otherwise modified hereafter from time to time
         in accordance with the terms thereof and Section 8.01.

                  "LOAN PARTIES" means, collectively, the Borrower and each of
         the Restricted Subsidiaries.

                  "MATERIAL ADVERSE CHANGE" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         liabilities (actual or contingent), properties or prospects of the
         Borrower, individually, or the Borrower and its Subsidiaries, taken as
         a whole.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         liabilities (actual or contingent), properties or prospects of the
         Borrower and its Subsidiaries, taken as a whole, (b) the rights and
         remedies of the Administrative Agent or any of the Lender Parties under
         any of the Loan Documents or (c) the ability of any of the Loan Parties
         to perform their respective Obligations under any of the Loan Documents
         to which it is or is to be a party (including for purposes of clauses
         (a) and (b) of this definition the imposition of materially burdensome
         conditions thereon).

                  "MATERIAL SUBSIDIARY" means, at any date of determination, any
         Subsidiary of the Borrower that, either individually or, together with
         its Subsidiaries, taken as a whole, (a) owned more than 5% of the
         Consolidated Total Assets of the Borrower and its Subsidiaries as of
         the last day of the most recently completed Fiscal Quarter on or prior
         to such date or (b) accounted for more than 5% of the Consolidated Net
         Income of the Borrower and its Subsidiaries for the most recently
         completed Fiscal Quarter on or prior to such date, in each case as
         reflected in the Required Financial Information most recently delivered
         to the Administrative Agent and the Lender Parties on or prior to such
         date and determined in accordance with GAAP for such period; provided,
         however, that solely for purposes of determining whether a Subsidiary
         of the Borrower that was not a Subsidiary thereof on the first day of
         the most recently completed Fiscal Quarter on or prior to any such date
         constitutes a "Material Subsidiary" at such date, the organization,
         creation, purchase or other acquisition of such Subsidiary shall be
         given pro forma effect as though it had occurred on the first day of
         such Fiscal Quarter.

                  "MEASUREMENT PERIOD" means, at any date of determination, the
         most recently completed four consecutive Fiscal Quarters on or
         immediately prior to such date or, if, on any such date, fewer than
         four consecutive Fiscal Quarters have been completed since January 1,
         1998, solely the Fiscal Quarters that have been completed since January
         1, 1998; provided, however, that any calculation of Consolidated EBITDA
         for the first Measurement Period ending after the Effective Date shall
         be multiplied by two and any calculation of Consolidated EBITDA for the
         second Measurement Period ending after the Effective Date shall be
         multiplied by 1.33.

                  "MOODY'S" means Moody's Investors Service, Inc.
<PAGE>   29
                                      -26-


                  "MPN" means MedPartners Provider Network, Inc., a California
         corporation and a wholly owned Subsidiary of the Borrower on the date
         of this Agreement.

                  "MULTIEMPLOYER PLAN" means a multiemployer plan (as defined in
         Section 4001(a)(3) of ERISA) to which any of the Loan Parties or any of
         the ERISA Affiliates is making or accruing an obligation to make
         contributions, or has within any of the preceding five plan years made
         or accrued an obligation to make contributions.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan (as
         defined in Section 4001(a)(15) of ERISA) that (a) is maintained for
         employees of any of the Loan Parties or any of the ERISA Affiliates and
         at least one Person other than the Loan Parties and the ERISA
         Affiliates or (b) was so maintained and in respect of which any of the
         Loan Parties or any of the ERISA Affiliates is reasonably expected to
         have liability under Section 4064 or 4069 of ERISA in the event such
         plan has been or were to be terminated.

                  "NATIONSBANK" has the meaning specified in the recital of
         parties to this Agreement.

                  "NET CASH PROCEEDS" means, with respect to any sale, lease,
         transfer or other disposition of any property or assets, or the
         incurrence or issuance of any Indebtedness, or the sale or issuance of
         any Equity Interests in any Person, or any Extraordinary Receipt
         received by or paid to or for the account of any Person, as the case
         may be, the aggregate amount of cash received from time to time
         (whether as initial consideration or through payment or disposition of
         deferred consideration) by or on behalf of such Person for its own
         account in connection with any such transaction, after deducting
         therefrom only:

                           (a) reasonable and customary brokerage commissions,
                  underwriting fees and discounts, legal fees, accounting fees,
                  finder's fees and other similar fees and commissions and
                  reasonable and customary printing expenses, solely in the case
                  of any sale, lease, transfer or other disposition of any
                  property or assets, other reasonable and customary costs and
                  expenses incurred in connection with such sale, lease,
                  transfer or other disposition;

                           (b) the amount of taxes payable in connection with or
                  as a result of such transaction; and

                           (c) in the case of any sale, lease, transfer or other
                  disposition of any property or asset, the outstanding
                  principal amount of, the premium or penalty, if any, on, and
                  any accrued and unpaid interest on, any Indebtedness (other
                  than the Indebtedness under or in respect of the Loan
                  Documents) that is secured by a Lien on the property and
                  assets subject to such sale, lease, transfer or other
                  disposition and is required to be repaid under the terms
                  thereof as a result of such sale, lease, transfer or other
                  disposition;

         in each case to the extent, but only to the extent, that the amounts so
         deducted are properly attributable to such transaction or to the
         property or asset that is the subject thereof and (i) in the case of
         clauses (a) and (c) of this definition, are actually paid at the time
         of receipt of such cash to a Person that is not an Affiliate of such
         Person or any of the Loan Parties or of any Affiliate of any of the
         Loan Parties and (ii) in the case of clause (b) of this definition, are
         actually paid at the time of receipt of such cash 
<PAGE>   30
                                      -27-


         to a Person that is not an Affiliate of such Person or any of the Loan
         Parties or any Affiliate of any of the Loan Parties or, so long as such
         Person is not otherwise indemnified therefor, are reserved for in
         accordance with GAAP at the time of receipt of such cash based upon
         such Person's reasonable estimate of such taxes; provided, however,
         that if, at the time any such taxes are actually paid or otherwise
         satisfied, the amount of the reserve therefor exceeds the amount paid
         or otherwise satisfied, then the amount of such excess reserve shall
         constitute "Net Cash Proceeds" on and as of the date of such payment
         for all purposes of this Agreement and, to the extent required under
         Sections 2.05(b)(vi) and 2.06(b), the Borrower shall reduce the
         Commitments on such date in accordance with the terms of Section
         2.05(b)(vi), and shall prepay the outstanding Advances on such date in
         accordance with the terms of Section 2.06(b), in an amount equal to the
         amount of such excess reserve.

                  "NEW SUBSIDIARY" has the meaning specified in Section 5.02(k).

                  "NMS" has the meaning specified in the recital of parties to
         this Agreement.

                  "NOTE" means a Term A Note, a Term B Note, a Revolving Credit
         Note or the Swing Line Note, as the context may require.

                  "NOTICE OF BORROWING" has the meaning specified in Section
         2.02(a).

                  "NOTICE OF CONVERSION" has the meaning specified in Section
         2.09(a).

                  "NOTICE OF ISSUANCE" has the meaning specified in Section
         2.03(a).

                  "NOTICE OF RENEWAL" has the meaning specified in Section
         2.01(e).

                  "NOTICE OF SWING LINE BORROWING" has the meaning specified in
         Section 2.02(b).

                  "NOTICE OF TERMINATION" has the meaning specified in Section
         2.01(e).

                  "NPL" means the National Priorities List under CERCLA.

                  "OBLIGATION" means, with respect to any Person, any payment,
         performance or other obligation of such Person of any kind, including,
         without limitation, any liability of such Person on any claim, whether
         or not the right of any creditor to payment in respect of such claim is
         reduced to judgment, liquidated, unliquidated, fixed, contingent,
         matured, disputed, undisputed, legal, equitable, secured or unsecured,
         and whether or not such claim is discharged, stayed or otherwise
         affected by any proceeding referred to in Section 6.01(f). Without
         limiting the generality of the immediately preceding sentence, the
         Obligations of the Loan Parties under or in respect of the Loan
         Documents include (a) the obligation to pay principal, interest, Letter
         of Credit commissions, charges, expenses, fees, attorneys' fees and
         disbursements, indemnity payments and other amounts payable by any of
         the Loan Parties under or in respect of any of the Loan Documents and
         (b) the obligation of any of the Loan Parties to reimburse any amount
         in respect of any of the items described above in clause (a) of this
         definition that the Administrative Agent or any of the Lender Parties,
         in its sole discretion, may elect to pay or advance on behalf of such
         Loan Party.
<PAGE>   31
                                      -28-


                  "OFF BALANCE SHEET LIABILITIES" means, with respect to any
         Person, (a) any repurchase obligation or liability, contingent or
         otherwise, of such Person with respect to any accounts or notes
         receivable sold, transferred or otherwise disposed of by such Person,
         (b) any repurchase obligation or liability, contingent or otherwise, of
         such Person with respect to property or assets leased by such Person as
         lessee and (c) all Obligations, contingent or otherwise, of such Person
         under any synthetic lease, tax retention operating lease, off balance
         sheet loan or similar off balance sheet financing if the transaction
         giving rise to such Obligation (i) is considered indebtedness for
         borrowed money for tax purposes but is classified as an Operating Lease
         or (ii) does not (and is not required to) appear as a liability on the
         Consolidated balance sheet of such Person and its Subsidiaries, but
         excluding from the foregoing provisions of this definition any
         obligations or liabilities of any such Person as lessee under any
         Operating Lease so long as the terms of such Operating Lease do not
         require any payment by or on behalf of such Person at the scheduled
         termination date of such Operating Lease, pursuant to a required
         purchase by or on behalf of such Person of the property or assets
         subject to such Operating Lease, or under any arrangements pursuant to
         which such Person guarantees or otherwise assures any other Person of
         the value of the property or assets subject to such Operating Lease.

                  "OIG" means the Office of Inspector General of the United
         States Department of Health and Human Services or any successor
         thereto.

                  "OIG SETTLEMENT AGREEMENT" means, collectively, (a) the
         Settlement Agreement entered into on or about June 14, 1995 among the
         United States of America, acting through the Department of Justice, the
         OIG, the Office of Civilian Health and Medical Program of the Uniformed
         Services, on behalf of the Civilian Health and Medical Program of the
         Uniformed Services, the Department of Justice, on behalf of the Office
         of Personnel Management, the United States Department of Veteran
         Affairs, and Caremark, Inc., a California corporation and a wholly
         owned Subsidiary of Caremark, as modified by the Correction of
         Settlement Agreement entered into as of June 29, 1995, (b) the
         Corporate Integrity Agreement dated June 15, 1995 among Caremark,
         Caremark, Inc., a California corporation and a wholly owned Subsidiary
         of Caremark, and the United States Department of Health and Human
         Services and (c) the Plea Agreement dated June 15, 1995 and filed in
         the District Courts for the District of Minnesota, Case No. C2-95-86,
         and the Southern District of Ohio, Case No. CR4-94-95 (criminal
         proceedings), in each case as such agreement may be amended,
         supplemented or otherwise modified hereafter from time to time in
         accordance with the terms thereof, but solely to the extent permitted
         under the terms of the Loan Documents.

                  "OPEN YEAR" means, with respect to any Person, any year for
         which United States federal income tax returns have been filed by or on
         behalf of such Person and for which the expiration of the applicable
         statute of limitations for assessment, reassessment or collection has
         not occurred (whether by reason of extension or otherwise).

                  "OPERATING LEASE" means, with respect to any Person, any lease
         (including, without limitation, leases that may be terminated by the
         lessee at any time) of any property (whether real, personal or mixed)
         that is not a Capitalized Lease or a lease under which such Person is
         the lessor.

                  "OTHER TAXES" has the meaning specified in Section 2.12(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
         successor thereto.
<PAGE>   32
                                      -29-


                  "PERFORMANCE LEVEL" means Performance Level I, Performance
         Level II, Performance Level III, Performance Level IV, Performance
         Level V, Performance Level VI, Performance Level VII, Performance Level
         VIII and Performance Level IX, as the context may require. For purposes
         of determining the Performance Level at any date of determination:

                           (a) not more than two decreases in the Performance
                  Level (each thereby resulting in a decrease in the Applicable
                  Margin and the Applicable Percentage) shall occur in any
                  three-month period; and

                           (b) no change in the Performance Level shall be
                  effective until three Business Days after the date on which
                  the Administrative Agent and the Lender Parties receive the
                  Required Financial Information reflecting such change;
                  provided, however, that if the Borrower has not delivered to
                  the Administrative Agent and the Lender Parties all of the
                  information required under this clause (b) within five
                  Business Days after the date on which such information is
                  otherwise required under Section 5.03(b) or 5.03(c), as
                  applicable, and Section 5.03(d), the Performance Level shall
                  be deemed to be at Performance Level IX for so long as such
                  information has not been submitted.

                  "PERFORMANCE LEVEL I" means, at any date of determination,
         that the Borrower and its Subsidiaries shall have maintained a Leverage
         Ratio of less than 2.00:1 for the most recently completed Measurement
         Period prior to such date.

                  "PERFORMANCE LEVEL II" means, at any date of determination,
         that (a) the Performance Level does not meet the requirements of
         Performance Level I and (b) the Borrower and its Subsidiaries shall
         have maintained a Leverage Ratio of less than 2.50:1 for the most
         recently completed Measurement Period prior to such date.

                  "PERFORMANCE LEVEL III" means, at any date of determination,
         that (a) the Performance Level does not meet the requirements of
         Performance Level I or Performance Level II and (b) the Borrower and
         its Subsidiaries shall have maintained a Leverage Ratio of less than
         3.00:1 for the most recently completed Measurement Period prior to such
         date.

                  "PERFORMANCE LEVEL IV" means, at any date of determination,
         that (a) the Performance Level does not meet the requirements of
         Performance Level I, Performance Level II or Performance Level III and
         (b) the Borrower and its Subsidiaries shall have maintained a Leverage
         Ratio of less than 3.50:1 for the most recently completed Measurement
         Period prior to such date.

                  "PERFORMANCE LEVEL V" means, at any date of determination,
         that (a) the Performance Level does not meet the requirements of
         Performance Level I, Performance Level II, Performance Level III or
         Performance Level IV and (b) the Borrower and its Subsidiaries shall
         have maintained a Leverage Ratio of less than 4.00:1 for the most
         recently completed Measurement Period prior to such date.

                  "PERFORMANCE LEVEL VI" means, at any date of determination,
         that (a) the Performance Level does not meet the requirements of
         Performance Level I, Performance Level II, Performance Level III,
         Performance Level IV or Performance Level V and (b) the Borrower and
         its Subsidiaries shall have 
<PAGE>   33
                                      -30-


         maintained a Leverage Ratio of less than 4.25:1 for the most recently
         completed Measurement Period prior to such date.

                  "PERFORMANCE LEVEL VII" means, at any date of determination,
         that (a) the Performance Level does not meet the requirements of
         Performance Level I, Performance Level II, Performance Level III,
         Performance Level IV, Performance Level V or Performance Level VI and
         (b) the Borrower and its Subsidiaries shall have maintained a Leverage
         Ratio of less than 4.75:1 for the most recently completed Measurement
         Period prior to such date.

                  "PERFORMANCE LEVEL VIII" means, at any date of determination,
         that (a) the Performance Level does not meet the requirements of
         Performance Level I, Performance Level II, Performance Level III,
         Performance Level IV, Performance Level V, Performance Level VI or
         Performance Level VII and (b) the Borrower and its Subsidiaries shall
         have maintained a Leverage Ratio of less than 5.25:1 for the most
         recently completed Measurement Period prior to such date.

                  "PERFORMANCE LEVEL IX" means, at any date of determination,
         that the Performance Level does not meet the requirements of
         Performance Level I, Performance Level II, Performance Level III,
         Performance Level IV, Performance Level V, Performance Level VI,
         Performance Level VII or Performance Level VIII.

                  "PERFORMANCE LEVEL DETERMINATION DATE" means the earliest of
         (a) the date of receipt of the Required Financial Information for the
         Measurement Period ending September 30, 1998, (b) November 19, 1998 and
         (c) the first date on which the aggregate amount of the Facilities is
         no more than $400,000,000.

                  "PERMITTED LIENS" means the following types of Liens
         (excluding any such Lien imposed pursuant to Section 401(a)(29) or
         412(n) of the Internal Revenue Code or by ERISA or any such Lien
         relating to or imposed in connection with any Environmental Action), in
         each case as to which no enforcement, collection, execution, levy or
         foreclosure proceeding shall have been commenced:

                           (a) Liens for taxes, assessments and governmental
                  charges or levies to the extent not otherwise required to be
                  paid under Section 5.01(b);

                           (b) Liens imposed by law, such as materialmen's,
                  mechanics', carriers', workmen's, storage and repairmen's
                  Liens and other similar Liens arising in the ordinary course
                  of business and securing obligations (other than Indebtedness
                  for borrowed money) (i) that are not overdue for a period of
                  more than 90 days or (ii) the amount, applicability or
                  validity of which are being contested in good faith and by
                  appropriate proceedings diligently conducted and with respect
                  to which the Borrower or its applicable Subsidiary, as the
                  case may be, has established reserves in accordance with GAAP;

                           (c) pledges or deposits to secure obligations
                  incurred in the ordinary course of business under workers'
                  compensation laws, unemployment insurance or other similar
                  social security legislation (other than in respect of employee
                  benefit plans subject to ERISA) or to secure public or
                  statutory obligations;
<PAGE>   34
                                      -31-


                           (d) Liens securing the performance of, or payment in
                  respect of, bids, tenders, government contracts (other than
                  for the repayment of borrowed money), surety and appeal bonds
                  and other obligations of a similar nature incurred in the
                  ordinary course of business;

                           (e) any interest or title of a lessor or sublessor
                  and any restriction or encumbrance to which the interest or
                  title of such lessor or sublessor may be subject that is
                  incurred in the ordinary course of business and, either
                  individually or when aggregated with all other Permitted Liens
                  in effect on any date of determination, is not reasonably
                  expected to have a Material Adverse Effect;

                           (f) Liens arising out of judgments or awards that do
                  not constitute an Event of Default under Section 6.01(g) or
                  6.01(h) and in respect of which the Borrower or any of its
                  Subsidiaries subject thereto shall be prosecuting an appeal or
                  proceedings for review in good faith and, pending such appeal
                  or proceedings, shall have secured within ten Business Days
                  after the entry thereof a subsisting stay of execution and
                  shall be maintaining reserves, in accordance with GAAP, with
                  respect to any such judgment or award; and

                           (g) easements, rights of way, zoning restrictions and
                  other encumbrances and survey exceptions, title irregularities
                  and other similar restrictions on title to, or the use of,
                  real property that do not, either individually or in the
                  aggregate, (i) materially detract from the value of such real
                  property or (ii) materially and adversely affect the use of
                  such real property for its intended purposes or the conduct of
                  the business of the Borrower and its Subsidiaries in the
                  ordinary course and, in any case, that were not incurred in
                  connection with and do not secure Indebtedness or other
                  extensions of credit.

                  "PERMITTED RECEIVABLES SECURITIZATIONS" means one or more
         limited recourse or nonrecourse sales and assignments of accounts
         receivable of the Borrower or any of its Subsidiaries to a Special
         Purpose Vehicle or any other Person that is not an Affiliate of the
         Borrower or any of its Subsidiaries and for which the aggregate maximum
         face amount of the accounts receivable so sold and assigned shall not
         exceed $10,000,000 and the minimum price paid for any such accounts
         receivable shall not be less than 70% of the face amount thereof;
         provided that any recourse of the purchasers of any such accounts
         receivable to the Borrower or any of its Subsidiaries shall be on terms
         reasonably satisfactory to the Required Lenders.

                  "PERMITTED SALE-LEASEBACK TRANSACTION" means any sale,
         transfer or other disposition of any real property and related
         improvements, fixtures and equipment owned by the Borrower or any of
         its Subsidiaries as of the Effective Date to any lender or investor and
         leased back by the Borrower or such Subsidiary, as the case may be,
         upon or promptly following such sale, transfer or other disposition
         (whether under a Capitalized Lease or an Operating Lease); provided
         that:

                            (a) the gross proceeds received from any such sale,
                  transfer or other disposition shall be at least equal to the
                  Fair Market Value of the real property and related
                  improvements, fixtures and equipment so sold, transferred or
                  otherwise disposed of, determined at the time of such sale,
                  transfer or other disposition;
<PAGE>   35
                                      -32-


                           (b) at least 90% of the value of the aggregate
                  consideration received from any such sale, transfer or other
                  disposition shall be in cash;

                           (c) the lender or investor to which any such real
                  property and related improvements, fixtures and equipment is
                  so sold, transferred or otherwise disposed of shall advance
                  all of the gross proceeds therefrom to the Borrower or the
                  applicable Subsidiary solely on the security of such real
                  property and related improvements, fixtures and equipment so
                  sold, transferred or otherwise disposed of;

                           (d) the stated maturity of any such arrangement shall
                  be the date on which the final payment of rent and any other
                  amount due to the applicable lender or investor under the
                  terms of such arrangement may be made prior to the first date
                  on which such arrangement may be terminated by the Borrower or
                  the Subsidiary of the Borrower that is the lessee thereunder
                  without payment of a penalty;

                           (e) (i) immediately before and immediately after
                  giving pro forma effect to any such sale, transfer or other
                  disposition, no Default shall have occurred and be continuing,
                  (ii) immediately after giving effect to any such sale,
                  transfer or other disposition, the Borrower and its
                  Subsidiaries shall be in pro forma compliance with all of the
                  covenants set forth in Section 5.04, such compliance to be
                  determined on the basis of the Required Financial Information
                  most recently delivered to the Administrative Agent and the
                  Lender Parties as though such sale, transfer or other
                  disposition had been consummated as of the first day of the
                  fiscal period covered thereby, and (iii) if the Fair Market
                  Value of the real property and related improvements, fixtures
                  and equipment so sold, transferred or otherwise disposed of
                  shall exceed $15,000,000, the Borrower shall have delivered to
                  the Administrative Agent, on behalf of the Lender Parties, at
                  least two Business Days prior to the date on which any such
                  sale, transfer or other disposition is consummated, a
                  certificate of a Responsible Officer of the Borrower, in form
                  and substance reasonably satisfactory to the Administrative
                  Agent, certifying that all of the applicable requirements set
                  forth in this definition will be satisfied on or prior to the
                  date of such consummation (and including a schedule setting
                  forth the computations used by the Borrower in determining the
                  pro forma compliance with all of the covenants set forth in
                  Section 5.04 in accordance with the foregoing provisions of
                  this clause (iii)); and

                           (f) except in the case of any such sale, transfer or
                  other disposition of the medical office building, adjacent
                  parking structure and related improvements and equipment of
                  KS-PSI of Texas, L.P. located in Houston, Texas, all of the
                  Net Cash Proceeds received in any such sale, lease transfer or
                  other disposition shall be applied, within two Business Days
                  after on the date of receipt thereof by the Borrower or any of
                  its Subsidiaries, 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).

                  "PERSON" means an individual, partnership, corporation
         (including a business trust), limited liability company, unlimited
         liability company, joint stock company, trust, unincorporated
         association, joint venture or other entity, or a government or any
         political subdivision or agency thereof.
<PAGE>   36
                                      -33-


                  "PLAN" means a Single Employer Plan or a Multiple Employer
         Plan, as the context may require.

                  "PREFERRED INTERESTS" means, with respect to any Person,
         Equity Interests issued by such Person that are entitled to a
         preference or priority over any other Equity Interests issued by such
         Person upon any distribution of such Person's property and assets,
         whether by dividend or upon liquidation.

                  "PRIMARY OBLIGATIONS" has the meaning specified in the
         definition of "Contingent Obligation" set forth above in this Section
         1.01.

                  "PRIMARY OBLIGOR" has the meaning specified in the definition
         of "Contingent Obligation" set forth above in this Section 1.01.

                  "PRO RATA SHARE" of any amount means, with respect to any of
         the Lenders at any time, the product of (a) a fraction the numerator of
         which is the amount of such Lender's Commitment(s) under the applicable
         Facility or Facilities at such time (or, if the Commitments shall have
         been terminated pursuant to Section 2.05 or 6.01 at or prior to such
         time, such Lender's Commitment(s) under the applicable Facility or
         Facilities as in effect immediately prior to such termination) and the
         denominator of which is the aggregate amount of such Facility or
         Facilities at such time (or, if the Commitments shall have been
         terminated pursuant to Section 2.05 or 6.01 at or prior to such time,
         the applicable Facility or Facilities as in effect immediately prior to
         such termination) multiplied by (b) such amount.

                  "REDEEMABLE" means, with respect to any Equity Interest, any
         Indebtedness or any other right or Obligation, any such Equity
         Interest, Indebtedness, right or Obligation that (a) the issuer has
         undertaken to redeem at a fixed or determinable date or dates, whether
         by operation of a sinking fund or otherwise, or upon the occurrence of
         a condition not solely within the control of the issuer or (b) is
         redeemable at the option of the holder.

                  "REGISTER" has the meaning specified in Section 8.07(e).

                  "RELATED DOCUMENTS" means the OIG Settlement Agreements, the
         TAPS Purchase Contract and the TAPS Pledge Agreement.

                  "REQUIRED FINANCIAL INFORMATION" means, at any date of
         determination, the Consolidated financial statements of the Borrower
         and its Subsidiaries most recently delivered to the Administrative
         Agent and the Lender Parties on or prior to such date pursuant to, and
         satisfying all of the requirements of, Section 5.03(b) or 5.03(c) and
         accompanied by the certificates and other information required to be
         delivered together therewith pursuant to Section 5.03(d).

                  "REQUIRED LENDERS" means, at any time, Lenders owed or holding
         at least a majority in interest of the sum of (a) the aggregate
         principal amount of all Advances outstanding at such time, (b) the
         aggregate Available Amount of all Letters of Credit outstanding at such
         time, (c) the aggregate unused Term Commitments at such time and (d)
         the aggregate Unused Revolving Credit Commitments at such time;
         provided, however, that if any Lender shall be a Defaulting Lender at
         such time, there shall be excluded from the determination of Required
         Lenders at such time (i) the aggregate principal 
<PAGE>   37
                                      -34-


         amount of all Advances owing to such Lender (in its capacity as a
         Lender) and outstanding at such time, (ii) such Lender's Pro Rata Share
         of the aggregate Available Amount of all Letters of Credit outstanding
         at such time, (iii) the aggregate unused Term Commitments of such
         Lender at such time and (iv) the Unused Revolving Credit Commitment of
         such Lender at such time. For purposes of this definition, the
         aggregate principal amount of Swing Line Advances owing to the Swing
         Line Bank and outstanding at such time and Letter of Credit Advances
         owing to the Issuing Bank and outstanding at such time and the
         Available Amount of all Letters of Credit outstanding at such time
         shall be deemed to be owed to the Revolving Credit Lenders in
         accordance with their respective Revolving Credit Commitments at such
         time.

                  "REQUIRED PRINCIPAL PAYMENTS" means, with respect to any
         Person for any period, the sum of all regularly scheduled principal
         payments or redemptions and all required prepayments, repurchases,
         redemptions or similar acquisitions for value of outstanding
         Indebtedness made or required to be made during such period, but
         excluding any such payments to the extent refinanced through the
         incurrence of additional Indebtedness otherwise expressly permitted
         under Section 5.02(b)(xiii).

                  "REQUIREMENTS OF LAW" means, with respect to any Person, all
         laws, constitutions, statutes, treaties, ordinances, rules and
         regulations, all orders, writs, decrees, injunctions, judgments,
         determinations and awards of an arbitrator, a court or any other
         Governmental Authority, and all Governmental Authorizations, binding
         upon or applicable to such Person or to any of its property, assets or
         businesses.

                  "RESPONSIBLE OFFICER" means the chief executive officer, the
         president, the chief financial officer, the principal accounting
         officer or the treasurer (or the equivalent of any of the foregoing) of
         the Borrower or any of its Subsidiaries or any other officer, partner
         or member (or person performing similar functions) of the Borrower or
         any of its Subsidiaries responsible for overseeing the administration
         of, or reviewing compliance with, all or any portion of this Agreement
         or any of the other Loan Documents.

                  "RESTRICTED SUBSIDIARY" means any of the wholly owned Domestic
         Subsidiaries (other than MPN), any of the Persons created, purchased or
         otherwise acquired by the Borrower or any of its Subsidiaries after the
         date of this Agreement pursuant to Section 5.02(e)(vi) or, at the
         option of the Borrower, any of the other Subsidiaries of the Borrower
         that, in each case, (a) executes and delivers the Subsidiaries
         Guarantee or a Guarantee Supplement and (b) delivers such other
         agreements, opinions, certificates and other documents required or
         requested under Section 5.02(k).

                  "RESTRUCTURING" has the meaning specified in Preliminary
         Statement (2) to this Agreement.

                  "REVOLVING CREDIT ADVANCE" means, with respect to each of the
         Revolving Credit Lenders, any advance made (or deemed to have been made
         on the Effective Date) by such Revolving Credit Lender to the Borrower
         pursuant to Section 2.01(c).

                  "REVOLVING CREDIT BORROWING" means a borrowing consisting of
         simultaneous Revolving Credit Advances of the same Type made by the
         Revolving Credit Lenders.
<PAGE>   38
                                      -35-


                  "REVOLVING CREDIT COMMITMENT" means, with respect to any of
         the Revolving Credit Lenders at any time, the amount set forth opposite
         such Revolving Credit Lender's name on Part B of Schedule I hereto
         under the caption "Revolving Credit Commitment" or, if such Revolving
         Credit Lender has entered into one or more Assignment and Acceptances,
         the amount set forth for such Revolving Credit Lender in the Register
         maintained by the Administrative Agent pursuant to Section 8.07(e) as
         such Revolving Credit Lender's "Revolving Credit Commitment", as such
         amount may be reduced at or prior to such time pursuant to Section
         2.05.

                  "REVOLVING CREDIT FACILITY" means, at any time, the aggregate
         Revolving Credit Commitments of all of the Revolving Credit Lenders at
         such time.

                  "REVOLVING CREDIT LENDER" means, at any time, any of the
         Lenders that has a Revolving Credit Commitment at such time.

                  "REVOLVING CREDIT NOTE" means a promissory note of the
         Borrower payable to the order of any of the Revolving Credit Lenders,
         in substantially the form of Exhibit A-3 hereto, evidencing the
         aggregate indebtedness of the Borrower to such Revolving Credit Lender
         resulting from the Revolving Credit Advances made by such Revolving
         Credit Lender.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
         Companies, Inc.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
         and the regulations promulgated and the rulings issued thereunder.

                  "SENIOR FINANCIAL OFFICER" means the chief executive officer,
         the chief financial officer, the principal accounting officer or the
         treasurer of the Borrower.

                  "SENIOR NOTES" means the 7-3/8% senior unsecured notes of the
         Borrower due 2006 in an aggregate principal amount of $450,000,000
         issued pursuant to the terms of the Senior Notes Indenture.

                  "SENIOR NOTES DOCUMENTS" means the Senior Notes Indenture, the
         Senior Notes and all of the other agreements, instruments and other
         documents pursuant to which the Senior Notes were issued or otherwise
         setting forth the terms of the Senior Notes, in each case as such
         agreement, instrument or other document may be amended, supplemented or
         otherwise modified hereafter from time to time in accordance with the
         terms thereof, but solely to the extent permitted under the terms of
         the Loan Documents.

                  "SENIOR NOTES INDENTURE" means the Indenture dated as of
         October 8, 1996 between the Borrower and The First National Bank of
         Chicago, as Trustee, as such agreement may be amended, supplemented or
         otherwise modified hereafter from time to time in accordance with the
         terms thereof, but solely to the extent permitted under the terms of
         the Loan Documents.

                  "SINGLE EMPLOYER PLAN" means a single employer plan (as
         defined in Section 4001(a)(15) of ERISA) that (a) is maintained for
         employees of any of the Loan Parties or any of the ERISA Affiliates and
         no Person other than the Loan Parties and the ERISA Affiliates or (b)
         was so maintained and in 
<PAGE>   39
                                      -36-


         respect of which any of the Loan Parties or any of the ERISA Affiliates
         is reasonably expected to have liability under Section 4069 of ERISA in
         the event such plan has been or were to be terminated.

                  "SOLVENT" means, with respect to any Person on any date of
         determination, that, on such date:

                           (a) the fair value of the property and assets of such
                  Person is greater than the total amount of liabilities
                  (including, without limitation, contingent liabilities) of
                  such Person;

                           (b) the present fair salable value of the property
                  and assets of such Person is not less than the amount that
                  will be required to pay the probable liability of such Person
                  on its debts as they become absolute and matured;

                           (c) such Person does not intend to, and does not
                  believe that it will, incur debts or liabilities beyond such
                  Person's ability to pay such debts and liabilities as they
                  mature; and

                           (d) such Person is not engaged in business or in a
                  transaction, and is not about to engage in business or in a
                  transaction, for which such Person's property and assets would
                  constitute an unreasonably small capital.

         The amount of contingent liabilities of any such Person at any time
         shall be computed as the amount that, in the light of all of the facts
         and circumstances existing at such time, represents the amount that can
         reasonably be expected to become an actual or matured liability.

                  "SPECIAL PURPOSE VEHICLE" means any Person that is not a
         Material Subsidiary (a) which has been organized for the sole purpose
         of effecting one or more Permitted Receivables Securitizations, (b)
         which has no property, assets or liabilities other than those directly
         acquired or incurred in connection with such Permitted Receivables
         Securitizations, (c) all of the liabilities and other Obligations of
         which are nonrecourse for the payment or performance thereof to the
         Borrower or any of its Subsidiaries other than reasonable and customary
         liabilities for the breach of representations and warranties of the
         Borrower or any of its Subsidiaries that are not related to the
         creditworthiness of the accounts receivable of the Borrower or any of
         its Subsidiaries and (d) the legal structure (if other than a
         corporation, limited partnership or limited liability company organized
         under the laws of any state of the United States of America) and the
         capitalization of which have been approved by the Administrative Agent,
         such approval not to be unreasonably withheld or delayed.

                  "SUBSIDIARIES GUARANTEE" has the meaning specified in Section
         3.01(i)(viii).

                  "SUBSIDIARY" means, with respect to any Person, any
         corporation, partnership, joint venture, limited liability company,
         unlimited liability company, trust or estate of which (or in which)
         more than 50% of:

                           (a) the issued and outstanding shares of capital
                  stock having ordinary voting power to elect a majority of the
                  board of directors of such corporation (irrespective of
                  whether at the time shares of capital stock of any other class
                  or classes of such corporation shall or might have voting
                  power upon the occurrence of any contingency);
<PAGE>   40
                                      -37-


                           (b) the interest in the capital or profits of such
                  partnership, joint venture, limited liability company or
                  unlimited liability company; or

                           (c) the beneficial interest in such trust or estate,
                  is at the time, directly or indirectly, owned or controlled by
                  such Person, by such Person and one or more of its other
                  Subsidiaries or by one or more of such Person's other
                  Subsidiaries; provided, however, that, notwithstanding any of
                  the other provisions of this Agreement, none of the Captive
                  Professional Corporations shall constitute a Subsidiary of the
                  Borrower or any of its Subsidiaries for purposes of the Loan
                  Documents.

                  "SURVIVING INDEBTEDNESS" has the meaning specified in Section
         4.01(y).

                  "SWING LINE ADVANCE" means an advance made by (a) the Swing
         Line Bank pursuant to Section 2.01(d) or (b) any of the Revolving
         Credit Lenders pursuant to Section 2.02(b)(ii).

                  "SWING LINE BANK" has the meaning specified in the recital of
         parties to this Agreement.

                  "SWING LINE BORROWING" means a borrowing consisting of (a) a
         Swing Line Advance made by the Swing Line Bank pursuant to Section
         2.01(d) or (b) simultaneous Swing Line Advances made by the Revolving
         Credit Lenders pursuant to Section 2.02(b)(ii).

                  "SWING LINE COMMITMENT" means, with respect to the Swing Line
         Bank at any time, the amount set forth opposite the Swing Line Bank's
         name on Part B of Schedule I hereto under the caption "Swing Line
         Commitment", as such amount may be reduced at or prior to such time
         pursuant to Section 2.05.

                  "SWING LINE FACILITY" means, at any time, an amount equal to
         the lesser of (a) the amount of the Swing Line Commitment at such time
         and (b) $25,000,000, as such amount may be reduced at or prior to such
         time pursuant to Section 2.05.

                  "SWING LINE NOTE" means a promissory note of the Borrower
         payable to the order of the Swing Line Bank, in substantially the form
         of Exhibit A-4 hereto, evidencing the aggregate indebtedness of the
         Borrower to the Swing Line Bank resulting from the Swing Line Advances
         made by the Swing Line Bank and not assigned and sold to the Revolving
         Credit Lenders pursuant to Section 2.02(b)(ii).

                  "SYNDICATION AGENTS" has the meaning specified in the recital
         of parties to this Agreement.

                  "TAPS" means the Threshold Appreciation Price Securities
         issued by the Borrower to the TAPS Investors pursuant to the terms of
         the TAPS Indenture, the proceeds of which were used solely to acquire
         United States Treasury Securities which are pledged to secure the
         obligations of the TAPS Investors to purchase Borrower Common Stock at
         a future date in accordance with the terms of the TAPS Purchase
         Contract.
<PAGE>   41
                                      -38-


                  "TAPS INDENTURE" means the Indenture dated as of September 15,
         1997 between the Borrower and PNC Bank, Kentucky, Inc., as trustee,
         pursuant to which the 6-7/8% senior subordinated notes of the Borrower
         due 2000 in an aggregate principal amount of $420,000,000 were issued,
         as such agreement may be amended, supplemented or otherwise modified
         hereafter from time to time in accordance with the terms thereof, but
         solely to the extent permitted under the terms of the Loan Documents.

                  "TAPS INVESTOR" means any Person that shall have
         simultaneously purchased TAPS and entered into the TAPS Purchase
         Contract.

                  "TAPS PLEDGE AGREEMENT" means the pledge agreement dated as of
         September 15, 1997 between the Borrower and PNC Bank, Kentucky, Inc.,
         as collateral agent thereunder, and The First National Bank of Chicago,
         as agent and as attorney-in-fact for the holders of the TAPS
         thereunder, as such agreement may be amended, supplemented or otherwise
         modified hereafter from time to time in accordance with the terms
         thereof, but solely to the extent permitted under the terms of the Loan
         Documents

                  "TAPS PURCHASE CONTRACT" means the Purchase Contract Agreement
         dated as of September 15, 1997 between the Borrower and The First
         National Bank of Chicago, as agent for the holders of the TAPS
         thereunder, as such agreement may be amended, supplemented or otherwise
         modified hereafter from time to time in accordance with the terms
         thereof, but solely to the extent permitted under the terms of the Loan
         Documents.

                  "TAXES" has the meaning specified in Section 2.12(a).

                  "TERM A ADVANCE" means, with respect to each of the Term A
         Lenders, the single advance deemed to have been made on the Effective
         Date by such Term A Lender to the Borrower pursuant to Section 2.01(a).

                  "TERM A BORROWING" means a borrowing consisting of
         simultaneous Term A Advances of the same Type made (or, in the case of
         the Existing Advances, purchased and assumed) by the Term A Lenders.

                  "TERM A COMMITMENT" means, with respect to any of the Term A
         Lenders at any time, the amount set forth opposite such Term A Lender's
         name on Part B of Schedule I hereto under the caption "Term A
         Commitment" or, if such Term A Lender has entered into one or more
         Assignment and Acceptances, the amount set forth for such Term A Lender
         in the Register maintained by the Administrative Agent pursuant to
         Section 8.07(e) as such Term A Lender's "Term A Commitment", as such
         amount may be reduced at or prior to such time pursuant to Section
         2.05.

                  "TERM ADVANCE" means a Term A Advance or a Term B Advance, as
         the context may require.

                  "TERM A EXTENSION DATE" means June 9, 1999 so long as the
         Borrower has elected (and has satisfied all of the conditions precedent
         to) the Term A Extension Option pursuant to Section 2.04(a)(ii) on or
         prior to such date.
<PAGE>   42
                                      -39-


                  "TERM A EXTENSION OPTION" has the meaning specified in Section
         2.04(a)(ii).

                  "TERM A FACILITY" means, at any time, the aggregate Term A
         Commitments of all of the Term A Lenders at such time.

                  "TERM A LENDER" means, at any time, any of the Lenders that
         has a Term A Commitment at such time.

                  "TERM A MATURITY DATE" means the earlier of (a) the date of
         termination in whole of the Term A Commitments of the Term A Lenders
         pursuant to Section 2.05 or 6.01 and (b) June 9, 1999.

                  "TERM A NOTE" means a promissory note of the Borrower payable
         to the order of any of the Term A Lenders, in substantially the form of
         Exhibit A-1 hereto, evidencing the indebtedness of the Borrower to such
         Term A Lender resulting from the Term A Advance made (or, in the case
         of the Existing Advances, purchased and assumed) by such Term A Lender.

                  "TERM B ADVANCE" means, with respect to each of the Term B
         Lenders, the single advance deemed to have been made on the Effective
         Date by such Term B Lender to the Borrower pursuant to Section 2.01(b).

                  "TERM B BORROWING" means a borrowing consisting of
         simultaneous Term B Advances of the same Type made (or, in the case of
         the Existing Advances, purchased and assumed) by the Term B Lenders.

                  "TERM B COMMITMENT" means, with respect to any of the Term B
         Lenders at any time, the amount set forth opposite such Term B Lender's
         name on Part B of Schedule I hereto under the caption "Term B
         Commitment" or, if such Term B Lender has entered into one or more
         Assignment and Acceptances, the amount set forth for such Term B Lender
         in the Register maintained by the Administrative Agent pursuant to
         Section 8.07(e) as such Term B Lender's "Term B Commitment", as such
         amount may be reduced at or prior to such time pursuant to Section
         2.05.

                  "TERM B FACILITY" means, at any time, the aggregate Term B
         Commitments of all of the Term B Lenders at such time.

                  "TERM B LENDER" means, at any time, any of the Lenders that
         has a Term B Commitment at such time.

                  "TERM B NOTE" means a promissory note of the Borrower payable
         to the order of any of the Term B Lenders, in substantially the form of
         Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such
         Term B Lender resulting from the Term B Advance made(or, in the case of
         the Existing Advances, purchased and assumed) by such Term B Lender.

                  "TERM COMMITMENT" means a Term A Commitment or a Term B
         Commitment, as the context may require.

                  "TERM LENDER" means a Term A Lender or a Term B Lender, as the
         context may require.
<PAGE>   43
                                      -40-


                  "TERMINATION DATE" means the earlier of (a) the date of
         termination in whole of all of the Commitments of the Lender Parties
         pursuant to Section 2.05 or 6.01 and (b) (i) with respect to the Term A
         Facility, the Term A Maturity Date or, if the Borrower has elected (and
         has satisfied all of the conditions precedent to) the Term A Extension
         Option pursuant to Section 2.04(a)(ii), June 8, 2001, and (ii) with
         respect to the Term B Facility, the Revolving Credit Facility and the
         Swing Line Facility, June 8, 2001.

                  "TRANSACTION" means, collectively, (a) the consummation of the
         Restructuring, (b) the entering into by the Borrower and certain of its
         Subsidiaries of the Loan Documents to which they are or are intended to
         be a party and (c) the payment of the fees and expenses incurred in
         connection with the consummation of the foregoing.

                  "TYPE" refers to the distinction between Advances bearing
         interest at the Base Rate and Advances bearing interest at the
         Eurodollar Rate.

                  "UNRESTRICTED SUBSIDIARY" means, at any time, any of the
         Subsidiaries of the Borrower that does not constitute a Restricted
         Subsidiary at such time.

                  "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to
         any of the Revolving Credit Lenders at any time, (a) the Revolving
         Credit Commitment of such Revolving Credit Lender at such time less (b)
         the sum of:

                           (i) the aggregate principal amount of all Revolving
                  Credit Advances, Swing Line Advances and Letter of Credit
                  Advances made by such Revolving Credit Lender (in its capacity
                  as a Lender) and outstanding at such time; and

                           (ii) such Revolving Credit Lender's Pro Rata Share of
                  (A) the aggregate Available Amount of all Letters of Credit
                  outstanding at such time, (B) the aggregate principal amount
                  of all Letter of Credit Advances made by the Issuing Bank
                  pursuant to Section 2.03(c)(i) and outstanding at such time
                  and (C) the aggregate principal amount of all Swing Line
                  Advances made by the Swing Line Bank pursuant to Section
                  2.01(d) and outstanding at such time.

                  "VOTING INTERESTS" means shares of capital stock issued by a
         corporation, or equivalent Equity Interests in any other Person, the
         holders of which are ordinarily, in the absence of contingencies,
         entitled to vote for the election of directors (or persons performing
         similar functions) of such Person, even if the right so to vote has
         been suspended by the happening of such a contingency.

                  "WITHDRAWAL LIABILITY" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  "YEAR 2000 PROBLEM" has the meaning specified in Section
         4.01(bb).

                  SECTION 1.02. Computation of Time Periods; Other
Constructional Provisions. In this Agreement and the other Loan Documents, in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including", the word "through" means
"through and 
<PAGE>   44
                                      -41-


including" and the words "to" and "until" each means "to but excluding".
References in this Agreement or any of the other Loan Documents to any
agreement, instrument or other document "as amended" shall mean and be a
reference to such agreement, instrument or other document as amended, amended
and restated, supplemented or otherwise modified hereafter from time to time in
accordance with its terms, but solely to the extent permitted hereunder.

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the Consolidated financial statements of the Borrower and its Subsidiaries
referred to in Section 4.01(f) ("GAAP").

                  SECTION 1.04. Currency Equivalents Generally. Any amount
specified in this Agreement (other than in Articles II, VII and VIII) or any of
the other Loan Documents to be in U.S. dollars shall also include and be a
reference to the equivalent of such amount in any currency other than U.S.
dollars, such equivalent amount to be determined at the rate of exchange quoted
by NationsBank in Charlotte, North Carolina at the close of business on the
Business Day immediately preceding any date of determination thereof to prime
banks in New York, New York for the spot purchase in the New York foreign
exchange market of such amount in U.S. dollars with such other currency.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

                  SECTION 2.01. The Advances and the Letters of Credit. (a) The
Term A Advances. Each of the Term A Lenders severally agrees, on the terms and
conditions hereinafter set forth, to purchase and assume (or, in the case of any
such Term A Lender that is also an Existing Lender, to retain) an undivided
interest in that portion of the Existing Advances on the Effective Date that is
equal to its Pro Rata Share of the Term A Facility. The Existing Advances owing
to each of the Term A Lenders on the Effective Date immediately after giving
effect to all of the purchases and assumptions described in the immediately
preceding sentence shall be deemed to be a Term A Advance made by such Term A
Lender to the Borrower hereunder on the Effective Date for all purposes of this
Agreement. In furtherance of the foregoing, each of the Term A Lenders hereby
authorizes and directs the Administrative Agent to accept the Global Assignment
Agreement on its behalf. Amounts deemed to have been purchased and assumed (or,
in the case of any Term A Lender that is also an Existing Lender on the
Effective Date, retained) by the Term A Lenders under this subsection (a) and
repaid or prepaid may not be reborrowed.

                  (b) The Term B Advances. Each of the Term B Lenders severally
agrees, on the terms and conditions hereinafter set forth, to purchase and
assume (or, in the case of any such Term B Lender that is also an Existing
Lender, to retain) an undivided interest in that portion of the Existing
Advances on the Effective Date that is equal to its Pro Rata Share of the Term B
Facility. The Existing Advances owing to each of the Term B Lenders on the
Effective Date immediately after giving effect to all of the purchases and
assumptions described in the immediately preceding sentence shall be deemed to
be a Term B Advance made by such Term B Lender to the Borrower hereunder on the
Effective Date for all purposes of this Agreement. In furtherance of the
foregoing, each of the Term B Lenders hereby authorizes and directs the
Administrative 
<PAGE>   45
                                      -42-


Agent to accept the Global Assignment Agreement on its behalf. Amounts deemed to
have been purchased and assumed (or, in the case of any Term B Lender that is
also an Existing Lender on the Effective Date, retained) by the Term B Lenders
under this subsection (b) and repaid or prepaid may not be reborrowed.

                  (c) The Revolving Credit Advances. Each of the Revolving
Credit Lenders severally agrees, on the terms and conditions hereinafter set
forth, to purchase and assume (or, in the case of any such Revolving Credit
Lender that is also an Existing Lender, to retain) an undivided interest in that
portion of the Existing Advances outstanding on the Effective Date that are not
purchased and assumed (or agreed to have been purchased and assumed) by the Term
Lenders pursuant to subsection (a) or (b) of this Section 2.01 and that is equal
to its Pro Rata Share of the Revolving Credit Facility. The Existing Advances
owing to each of the Revolving Credit Lenders on the Effective Date immediately
after giving effect to all of the purchases and assumptions by the Revolving
Credit Lenders described in the immediately preceding sentence shall be deemed
to be a Revolving Credit Advance made by such Revolving Credit Lender to the
Borrower hereunder on the Effective Date for all purposes of this Agreement. In
furtherance of the foregoing, each of the Revolving Credit Lenders hereby
authorizes and directs the Administrative Agent to accept the Global Assignment
Agreement on its behalf. Each of the Revolving Credit Lenders severally further
agrees, on the terms and conditions hereinafter set forth, to make additional
Revolving Credit Advances in U.S. dollars to the Borrower from time to time on
any Business Day during the period from the Effective Date until the Termination
Date for the Revolving Credit Facility in an amount for each such Revolving
Credit Advance not to exceed the Unused Revolving Credit Commitment of such
Revolving Credit Lender at such time. Each of the Revolving Credit Borrowings
shall be in an aggregate amount of $5,000,000 or an integral multiple of
$500,000 in excess thereof (other than a Revolving Credit Borrowing the proceeds
of which shall be used solely to repay or prepay in full the Swing Line Advances
or the Letter of Credit Advances outstanding at such time) or, if less, the
amount of the aggregate Unused Revolving Credit Commitments at the time of such
Revolving Credit Borrowing. Each of the Revolving Credit Borrowings shall
consist of Revolving Credit Advances made (or deemed to have been made)
simultaneously by the Revolving Credit Lenders in accordance with their
respective Revolving Credit Commitments. Within the limits of the Unused
Revolving Credit Commitment of each of the Revolving Credit Lenders in effect
from time to time, the Borrower may borrow under this subsection (c), prepay
pursuant to Section 2.06(a) and reborrow under this subsection (c).

                  (d) The Swing Line Advances. The Borrower may request the
Swing Line Bank to make, and the Swing Line Bank shall make, unless it promptly
notifies the Borrower of its reasonable objection to doing so, on the terms and
conditions hereinafter set forth, Swing Line Advances to the Borrower from time
to time on any Business Day during the period from the Effective Date until the
Termination Date for the Swing Line Facility in an amount (i) for all
outstanding Swing Line Advances not to exceed the Swing Line Facility on such
Business Day and (ii) for each such Swing Line Advance not to exceed the
aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders on
such Business Day. No Swing Line Advance shall be used for the purpose of
funding the payment of principal of any other Swing Line Advance. Each Swing
Line Advance shall be in an amount of $1,000,000 or an integral multiple of
$500,000 in excess thereof and shall be comprised of a Base Rate Advance. Within
the limits of the first sentence of this subsection (d), so long as the Swing
Line Bank has not notified the Borrower of its reasonable objection to making
Swing Line Advances, the Borrower may borrow under this subsection (d), repay
pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow
under this subsection (d).

                  (e) Letters of Credit. The Borrower, the Issuing Bank and each
of the Revolving Credit Lenders hereby agree that each of the Existing Letters
of Credit shall, on and after the Effective Date, continue 
<PAGE>   46
                                      -43-


as and be deemed for all purposes of this Agreement to be a Letter of Credit
issued and outstanding under the terms of this Agreement. The Issuing Bank
agrees, on the terms and conditions hereinafter set forth, to issue standby
letters of credit (each a "LETTER OF CREDIT") in U.S. dollars for the account of
the Borrower in favor of any Person (other than the Borrower or any of its
Subsidiaries) extending credit or securing an Obligation on behalf of the
Borrower or any of the Restricted Subsidiaries (or, solely to the extent
permitted under Section 5.02(e)(iii)(C), any of the Unrestricted Subsidiaries)
from time to time on any Business Day during the period from the Effective Date
to ten Business Days before the scheduled Termination Date for the Revolving
Credit Facility (i) in an aggregate Available Amount for all outstanding Letters
of Credit not to exceed the Letter of Credit Facility on such Business Day and
(ii) in an Available Amount for each such Letter of Credit not to exceed the
aggregate Unused Revolving Credit Commitment of the Revolving Credit Lenders on
such Business Day. No Letter of Credit shall have an expiration date (including
all rights of the Borrower or the beneficiary of such Letter of Credit to
require renewal) later than the earlier of (A) ten Business Days prior to the
scheduled Termination Date for the Revolving Credit Facility and (B) one year
after the date of issuance thereof, but any such Letter of Credit may by its
terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the
Issuing Bank and the Administrative Agent on or prior to any date for notice of
renewal set forth in such Letter of Credit but in any event at least three
Business Days prior to the date of the proposed renewal of such Letter of Credit
and upon fulfillment of the applicable conditions set forth in Article III,
unless such Issuing Bank has notified the Borrower (with a copy to the
Administrative Agent) on or prior to the date for notice of termination set
forth in such Letter of Credit but in any event at least ten Business Days prior
to the date of automatic renewal of its election not to renew such Letter of
Credit (a "NOTICE OF TERMINATION"); provided that the terms of each of the
Letters of Credit that is automatically renewable annually (1) shall require the
Issuing Bank to give the beneficiary of such Letter of Credit notice of any
Notice of Termination, (2) shall permit such beneficiary, upon receipt of such
notice, to draw under such Letter of Credit prior to the date on which such
Letter of Credit otherwise would have been automatically renewed and (3) shall
not permit the expiration date (after giving effect to any renewal) of such
Letter of Credit in any event to be extended to a date that is later than ten
Business Days prior to the scheduled Termination Date for the Revolving Credit
Facility. If either a Notice of Renewal is not given by the Borrower or a Notice
of Termination is given by the Issuing Bank pursuant to the immediately
preceding sentence, the related Letter of Credit shall expire on the date on
which it otherwise would have been automatically renewed; provided, however,
that in the absence of receipt of a Notice of Renewal the Issuing Bank may in
its discretion, unless instructed to the contrary by the Administrative Agent or
the Borrower, deem that a Notice of Renewal had been timely delivered and, in
such case, a Notice of Renewal shall be deemed to have been so delivered for all
purposes under this Agreement. In addition, each of the Letters of Credit shall
contain a provision authorizing the Issuing Bank to deliver to the beneficiary
of such Letter of Credit, upon the occurrence and during the continuance of a
Default under Section 6.01(a) or 6.01(f) or an Event of Default, a notice (a
"DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving the
beneficiary thereof 15 days from the date of such Default Termination Notice to
draw under such Letter of Credit. Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above in this subsection (e),
the Borrower may request the issuance of Letters of Credit under this subsection
(e), repay any Letter of Credit Advances resulting from drawings thereunder
pursuant to Section 2.03(c) and request the issuance of additional Letters of
Credit under this subsection (e).

                  SECTION 2.02. Making the Advances. (a) Except as otherwise
provided in Section 2.02(b) or 2.03 or in respect of any Borrowing requested to
be made (or deemed to have been made) on the Effective Date, in which case
notice shall be given on the Effective Date, each Borrowing (other than a Swing
Line Borrowing) shall be made on notice, given not later than 11:00 A.M.
(Charlotte, North Carolina time) on the third Business Day prior to the date of
the proposed Borrowing in the case of a Borrowing comprised of 
<PAGE>   47
                                      -44-


Eurodollar Rate Advances, or on the same Business Day as the date of the
proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances,
by the Borrower to the Administrative Agent, which shall give prompt notice
thereof to each of the Appropriate Lenders by telex or telecopier. Each notice
of a Borrowing (a "NOTICE OF BORROWING") shall be by telephone, confirmed
promptly (and, in any event, on the same Business Day) in writing, or by telex
or telecopier, shall be in substantially the form of Exhibit B-1 hereto and duly
executed by a Responsible Officer of the Borrower, and shall specify therein:
(i) the requested date of such Borrowing (which shall be a Business Day); (ii)
the Facility under which such Borrowing is requested to be made; (iii) the Type
of Advances requested to comprise such Borrowing; (iv) the requested aggregate
principal amount of such Borrowing; and (v) in the case of a Borrowing comprised
of Eurodollar Rate Advances, the requested duration of the initial Interest
Period for each such Advance. Each Appropriate Lender shall, before 3:00 P.M.
(Charlotte, North Carolina time) on the date of such Borrowing, make available
for the account of its Applicable Lending Office to the Administrative Agent at
the Administrative Agent's Account, in same day funds, such Lender's Pro Rata
Share of such Borrowing. After the Administrative Agent's receipt of such funds
and upon fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower by crediting
the Borrower's Account; provided, however, that, in the case of any Revolving
Credit Borrowing, the Administrative Agent shall first make a portion of such
funds equal to the aggregate principal amount of any Swing Line Advances and
Letter of Credit Advances made by the Swing Line Bank and the Issuing Bank,
respectively, and by any Revolving Credit Lender and outstanding on the date of
such Revolving Credit Borrowing, together with all accrued and unpaid interest
thereon to and as of such date, available to the Swing Line Bank or the Issuing
Bank and to each such Revolving Credit Lender for repayment of such outstanding
Swing Line Advances and Letter of Credit Advances.

                  (b) (i) Each Swing Line Borrowing shall be made initially by
the Swing Line Bank on notice, given not later than 12:30 P.M. (Charlotte, North
Carolina time) on the date of the proposed Swing Line Borrowing, by the Borrower
to the Swing Line Bank and the Administrative Agent. Each notice of a Swing Line
Borrowing (a "NOTICE OF SWING LINE BORROWING") shall be by telephone, confirmed
promptly (and, in any event, on the same Business Day) in writing, or by telex
or telecopier, shall be in substantially the form of Exhibit B-2 hereto and duly
executed by a Responsible Officer of the Borrower, and shall specify therein:
(A) the requested date of such Swing Line Borrowing (which shall be a Business
Day); (B) the requested amount of such Swing Line Borrowing; and (C) the
requested maturity of such Swing Line Borrowing (which maturity shall be no
later than the 30th day after the requested date of such Swing Line Borrowing).
Unless the Swing Line Bank promptly notifies the Borrower of its reasonable
objection to making such Swing Line Borrowing, the Swing Line Bank will make the
amount thereof available for the account of its Applicable Lending Office to the
Administrative Agent at the Administrative Agent's Account, in same day funds.
After the Administrative Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article III, the Administrative Agent
will make such funds available to the Borrower by crediting the Borrower's
Account.

                  (ii) Upon demand by the Swing Line Bank, with a copy of such
demand to the Administrative Agent (which shall give prompt notice thereof to
each of the Revolving Credit Lenders), each of the Revolving Credit Lenders
shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and
assign to each of the Revolving Credit Lenders, such Revolving Credit Lender's
Pro Rata Share of each of the outstanding Swing Line Advances owing to the Swing
Line Bank as of the date of such demand, by making available for the account of
its Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account for the account of the Swing Line Bank, in same day funds, an
amount equal to its Pro Rata Share of each such outstanding Swing Line Advance.
Promptly after receipt of such funds, the 
<PAGE>   48
                                      -45-
 

Administrative Agent shall transfer such funds to the Swing Line Bank at its
Applicable Lending Office. Each of the Revolving Credit Lenders hereby agrees to
purchase its Pro Rata Share of each outstanding Swing Line Advance owing to the
Swing Line Bank for which a demand for the purchase thereof has been made on (A)
the Business Day on which demand therefor is made by the Swing Line Bank so long
as notice of such demand is given not later than 2:00 P.M. (Charlotte, North
Carolina time) on such Business Day or (B) the first Business Day next
succeeding such demand if notice of such demand is given after such time. The
Borrower hereby agrees to each such sale and assignment. Upon any such
assignment by the Swing Line Bank to any of the Revolving Credit Lenders of a
portion of a Swing Line Advance owing to the Swing Line Bank, the Swing Line
Bank represents and warrants to such Revolving Credit Lender that the Swing Line
Bank is the legal and beneficial owner of such interest being assigned by it,
free and clear of any adverse claim, but makes no other representation or
warranty and assumes no responsibility with respect to such Swing Line Advance,
any of the Loan Documents or any of the Loan Parties. If and to the extent that
any of the Revolving Credit Lenders shall not have so made its Pro Rata Share of
any applicable Swing Line Advance available to the Administrative Agent in
accordance with the foregoing provisions of this subsection (b)(ii), such
Revolving Credit Lender hereby agrees to pay to the Administrative Agent
forthwith on demand the amount of its Pro Rata Share of such Swing Line Advance,
together with all accrued and unpaid interest thereon, for each day from the
date of demand therefor by the Swing Line Bank therefor until the date on which
such amount is paid to the Administrative Agent, at the Federal Funds Rate. If
any of the Revolving Credit Lenders shall pay to the Administrative Agent the
amount of its Pro Rata Share of any applicable Swing Line Advance for the
account of the Swing Line Bank on any Business Day, such amount so paid in
respect of principal shall constitute a Swing Line Advance made by such
Revolving Credit Lender on such Business Day for all purposes of this Agreement,
and the outstanding principal amount of the applicable Swing Line Advance made
by the Swing Line Bank shall be reduced by such amount on such Business Day.

                  (iii)  The Obligation of each of the Revolving Credit Lenders
to purchase their respective Pro Rata Shares of each outstanding Swing Line
Advance owing to the Swing Line Bank upon demand for the purchase thereof
pursuant to clause (ii) of this Section 2.02(b) shall be absolute, unconditional
and irrevocable, and shall be made strictly in accordance with the terms thereof
under all circumstances, including, without limitation, the following
circumstances:

                  (A) any lack of validity or enforceability of any of the Loan
         Documents or any of the other agreements or instruments relating
         thereto;

                  (B) the existence of any claim, setoff, defense or other right
         that such Revolving Credit Lender may have at any time against the
         Swing Line Bank, the Borrower or any other Person, whether in
         connection with the transactions contemplated by the Loan Documents or
         any unrelated transaction;

                  (C) the occurrence and continuance of any Default; or

                  (D) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing.

                  (iv)   The failure of any of the Revolving Credit Lenders to
purchase its Pro Rata Share of any outstanding Swing Line Advance owing to the
Swing Line Bank for which a demand for the purchase thereof has been made
pursuant to clause (ii) of this Section 2.02(b) shall not relieve any of the
other Revolving Credit Lenders of its obligation to purchase its Pro Rata Share
of such outstanding Swing Line Advance on 
<PAGE>   49
                                      -46-


the date of demand therefor, but none of the Revolving Credit Lenders shall be
responsible for the failure of any of the other Revolving Credit Lenders to
purchase its Pro Rata Share of such outstanding Swing Line Advance on the date
of demand therefor.

                  (c) Anything in subsection (a) of this Section 2.02 to the
contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances
for any Borrowing if the aggregate amount of such Borrowing is less than
$5,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar
Rate Advances shall then be suspended pursuant to Section 2.09(b) or 2.10. In
addition, the Term A Advances may not be outstanding as part of more than three
separate Borrowings comprised of Eurodollar Rate Advances, the Term B Advances
may not be outstanding as part of more than three separate Borrowings comprised
of Eurodollar Rate Advances and the Revolving Credit Advances may not be
outstanding as part of more than eight separate Borrowings comprised of
Eurodollar Rate Advances.

                  (d) Each Notice of Borrowing and Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower. In the case of any
Borrowing that the related Notice of Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each of the Appropriate
Lenders against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on or before the date specified in such Notice of
Borrowing for such Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Eurodollar Rate
Advance to be made by such Lender as part of such Borrowing when such Eurodollar
Rate Advance, as a result of such failure, is not made on such date. A
certificate of the Lender requesting compensation pursuant to this subsection
(d), submitted to the Borrower by such Lender (with a copy to the Administrative
Agent) and specifying therein the amount of such additional compensation
(including the basis of calculation thereof), shall be conclusive and binding
for all purposes, absent manifest error.

                  (e) Unless the Administrative Agent shall have received notice
from an Appropriate Lender prior to the date of any Borrowing under a Facility
under which such Lender has a Commitment that such Lender will not make
available to the Administrative Agent such Lender's Pro Rata Share of such
Borrowing, the Administrative Agent may assume that such Lender has made the
amount of such Pro Rata Share available to the Administrative Agent on the date
of such Borrowing in accordance with subsection (a) of this Section 2.02 and the
Administrative Agent may, in reliance upon such assumption, make a corresponding
amount available to the Borrower on such date. If and to the extent that such
Lender shall not have so made the amount of such Pro Rata Share available to the
Administrative Agent, such Lender and the Borrower severally agree to repay or
to pay to the Administrative Agent forthwith on demand such corresponding
amount, together with all accrued and unpaid interest thereon, for each day from
the date on which such corresponding amount is made available to the Borrower
until the date on which such corresponding amount is repaid or paid to the
Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable under Section 2.07 at such time to Advances comprising part of such
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such
Lender shall pay to the Administrative Agent such corresponding amount, such
corresponding amount so paid shall constitute such Lender's Advance as part of
such Borrowing for all purposes under this Agreement.

                  (f) The failure of any of the Lenders to make the Advance to
be made by it as part of any Borrowing shall not relieve any of the other
Lenders of its obligation, if any, hereunder to make its Advance 
<PAGE>   50
                                      -47-


on the date of such Borrowing, but none of the Lenders shall be responsible for
the failure of any of the other Lenders to make the Advance to be made by such
other Lender on the date of any Borrowing.

                                                                            
                  SECTION 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (Charlotte, North Carolina
time) on the fifth Business Day prior to the date of the proposed issuance of
such Letter of Credit (or such later day as the Issuing Bank in its sole
discretion shall agree), by the Borrower to the Issuing Bank, which shall give
the Administrative Agent and each of the Revolving Credit Lenders prompt notice
thereof by telex or telecopier. Each notice of issuance of a Letter of Credit (a
"NOTICE OF ISSUANCE") shall be by telephone, confirmed promptly (and, in any
event, on the same Business Day) in writing, or by telex or telecopier, shall be
duly executed by a Responsible Officer of the Borrower, and shall specify
therein: (i) the requested date of such issuance (which shall be a Business
Day); (ii) the requested Available Amount of such Letter of Credit; (iii) the
requested expiration date of such Letter of Credit (which shall comply with the
requirements of Section 2.01(e)); (iv) the name and address of the proposed
beneficiary of such Letter of Credit; and (v) the proposed form of such Letter
of Credit, and shall be accompanied by such application and agreement for letter
of credit as the Issuing Bank may specify to the Borrower for use in connection
with such requested Letter of Credit (a "LETTER OF CREDIT AGREEMENT"). If the
requested form of such Letter of Credit is acceptable to the Issuing Bank in its
reasonable discretion, the Issuing Bank will, upon fulfillment of the applicable
conditions set forth in Article III, make such Letter of Credit available to the
Borrower at its office referred to in Section 8.02 or as otherwise agreed with
the Borrower in connection with such issuance. If and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.

                  (b) Letter of Credit Reports. The Issuing Bank shall furnish
to the Administrative Agent and each of the Revolving Credit Lenders on the
first Business Day of each calendar quarter a written report setting forth (i)
the issuance and expiration dates of all Letters of Credit issued during the
immediately preceding calendar quarter and the drawings under all Letters of
Credit outstanding during such immediately preceding calendar quarter and (ii)
the average daily aggregate Available Amount of all Letters of Credit
outstanding during the immediately preceding calendar quarter.

                  (c) Drawing and Reimbursement. (i) The payment by the Issuing
Bank of a draft drawn under any Letter of Credit shall constitute for all
purposes of this Agreement the making by the Issuing Bank of a Letter of Credit
Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon
demand by the Issuing Bank, with a copy of such demand to the Administrative
Agent, each of the Revolving Credit Lenders shall purchase from the Issuing
Bank, and the Issuing Bank shall sell and assign to each of the Revolving Credit
Lenders, such Revolving Credit Lender's Pro Rata Share of each of the
outstanding Letter of Credit Advances owing to the Issuing Bank as of the date
of such demand, by making available for the account of its Applicable Lending
Office to the Administrative Agent for the account of the Issuing Bank, at the
Administrative Agent's Account, in same day funds, an amount equal to its Pro
Rata Share of each such outstanding Letter of Credit Advance. Promptly after
receipt of such funds, the Administrative Agent shall transfer such funds to the
Issuing Bank at its Applicable Lending Office. Each of the Revolving Credit
Lenders hereby agrees to purchase its Pro Rata Share of each outstanding Letter
of Credit Advance owing to the Issuing Bank for which a demand for the purchase
thereof has been made on (A) the Business Day on which demand therefor is made
by the Issuing Bank so long as notice of such demand is given not later than
2:00 P.M. (Charlotte, North Carolina time) on such Business Day or (B) the first
Business Day next succeeding such demand if notice of such demand is given after
such time. The Borrower hereby agrees to each such sale and 
<PAGE>   51
                                      -48-


assignment. Upon any such assignment by the Issuing Bank to any of the Revolving
Credit Lenders of a portion of a Letter of Credit Advance owing to the Issuing
Bank, the Issuing Bank represents and warrants to such Revolving Credit Lender
that the Issuing Bank is the legal and beneficial owner of such interest being
assigned by it, free and clear of any adverse claim, but makes no other
representation or warranty and assumes no responsibility with respect to such
Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties.
If and to the extent that any of the Revolving Credit Lenders shall not have so
made its Pro Rata Share of any applicable Letter of Credit Advance available to
the Administrative Agent in accordance with the foregoing provisions of this
subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the
Administrative Agent forthwith on demand the amount of its Pro Rata Share of
such Letter of Credit Advance, together with all accrued and unpaid interest
thereon, for each day from the date of demand therefor by the Issuing Bank until
the date on which such amount is paid to the Administrative Agent, at the
Federal Funds Rate. If any of the Revolving Credit Lenders shall pay to the
Administrative Agent the amount of its Pro Rata Share of any applicable Letter
of Credit Advance for the account of the Issuing Bank on any Business Day, such
amount so paid in respect of principal shall constitute a Letter of Credit
Advance made by such Revolving Credit Lender on such Business Day for all
purposes of this Agreement, and the outstanding principal amount of the
applicable Letter of Credit Advance made by the Issuing Bank shall be reduced by
such amount on such Business Day.

                  (ii) The Obligation of each of the Revolving Credit Lenders to
purchase their respective Pro Rata Shares of each outstanding Letter of Credit
Advance owing to the Issuing Bank upon demand for the purchase thereof pursuant
to clause (i) of this Section 2.03(c) shall be absolute, unconditional and
irrevocable, and shall be made strictly in accordance with the terms thereof
under all circumstances, including, without limitation, the following
circumstances:

                  (A) any lack of validity or enforceability of any of the Loan
         Documents, any of the Letter of Credit Agreements, any of the Letters
         of Credit or any of the other agreements or instruments relating
         thereto (collectively, the "L/C RELATED DOCUMENTS");

                  (B) the existence of any claim, setoff, defense or other right
         that such Revolving Credit Lender may have at any time against any
         beneficiary or any transferee of a Letter of Credit (or any Persons for
         whom any such beneficiary or any such transferee may be acting), the
         Issuing Bank, the Borrower or any other Person, whether in connection
         with the transactions contemplated by the L/C Related Documents or any
         unrelated transaction;

                  (C) the occurrence and continuance of any Default; or

                  (D) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing.

                  (d) Failure to Make Letter of Credit Advances. The failure of
any of the Revolving Credit Lenders to purchase its Pro Rata Share of any
outstanding Letter of Credit Advance owing to the Issuing Bank for which a
demand for the purchase thereof has been made pursuant to Section 2.03(c)(i)
shall not relieve any of the other Revolving Credit Lenders of its obligation to
purchase its Pro Rata Share of such outstanding Letter of Credit Advance on the
date of demand therefor, but none of the Revolving Credit Lenders shall be
responsible for the failure of any of the other Revolving Credit Lenders to
purchase its Pro Rata Share of such outstanding Letter of Credit Advance on the
date of demand therefor.
<PAGE>   52
                                      -49-


                  SECTION 2.04. Repayment of Advances. (a) Term A Facility. (i)
The Borrower shall, subject to clause (ii) of this Section 2.04(a), repay to the
Administrative Agent for the ratable account of the Term A Lenders on the Term A
Maturity Date the aggregate principal amount of all Term A Advances outstanding
on such date.

                  (ii) The Borrower may, upon notice to the Administrative Agent
given not later than 30 days prior to the scheduled Term A Maturity Date, elect
(the "TERM A EXTENSION OPTION") to extend the date on which all of the Term A
Advances shall be required to be paid in full beyond the scheduled Term A
Maturity Date, and if such notice is given and upon fulfillment of the
conditions precedent set forth in the last proviso to this sentence, the
Borrower shall instead repay to the Administrative Agent for the ratable account
of the Term A Lenders the aggregate principal amount of the Term A Advances
outstanding on the following dates in an amount equal to the percentage of the
aggregate principal amount of all Term A Advances outstanding on the Term A
Extension Date set forth opposite such dates (in each case which amounts shall
be reduced as a result of the application of prepayments in accordance with the
order of priority set forth in Section 2.06):

<TABLE>
<CAPTION>
DATE                                                       PERCENTAGE
----                                                       ----------
<S>                                                        <C>
November 30, 1999                                              8.33%

February 29, 2000                                              8.33%
May 31, 2000                                                   8.33%
August 31, 2000                                                8.33%
November 30, 2000                                              8.34%

February 28, 2001                                              8.34%
May 31, 2001                                                  50.00%
</TABLE>

provided, however, that, notwithstanding the foregoing provisions of this
Section 2.04(a)(ii), the final principal repayment installment of the Term A
Advances shall be repaid in full on the Termination Date for the Term A Facility
and in any event shall be in an amount equal to the aggregate principal amount
of all Term A Advances outstanding on such date; and provided further, however,
that the election by the Borrower to exercise the Term A Extension Option shall
not be effective (A) unless the Borrower has paid to the Administrative Agent
for the ratable account of the Term A Lenders on the Term A Extension Date the
fees referred to in Section 2.08(b) or (B) if a Default under Section 6.01(a) or
6.01(f) or an Event of Default has occurred and is continuing on the date on
which the Borrower delivers the related notice to the Administrative Agent
electing the Term A Extension Option or on the Term A Extension Date.

                  (b) Term B Facility. The Borrower shall repay to the
Administrative Agent for the ratable account of the Term B Lenders on the
Termination Date for the Term B Facility the aggregate principal amount of all
Term B Advances outstanding on such date.

                  (c) Revolving Credit Facility. The Borrower shall repay to the
Administrative Agent for the ratable account of the Revolving Credit Lenders on
the Termination Date for the Revolving Credit Facility the aggregate principal
amount of all Revolving Credit Advances outstanding on such date.
<PAGE>   53
                                      -50-


                  (d) Swing Line Advances. The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and, if applicable,
each of the Revolving Credit Lenders on the earlier of (i) the maturity date for
each Swing Line Advance as specified in the related Notice of Swing Line
Borrowing (which maturity shall be no later than the 30th day after the date on
which such Swing Line Borrowing was initially made by the Swing Line Bank) and
(ii) the Termination Date for the Revolving Credit Facility the principal amount
of each such Swing Line Advance made by each of them and outstanding on such
date.

                  (e) Letter of Credit Advances. (i) The Borrower shall repay to
the Administrative Agent for the account of the Issuing Bank and, if applicable,
each of the Revolving Credit Lenders on the earlier of (A) the date of demand
therefor and (B) the Termination Date for the Revolving Credit Facility the
principal amount of each such Letter of Credit Advance made by each of them and
outstanding on such date.

                  (ii) The Obligations of the Borrower under this Agreement, any
of the Letter of Credit Agreements and any of the other agreements or
instruments relating to any Letter of Credit shall be absolute, unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Agreement and such other agreement or
instrument under all circumstances (subject to the rights afforded to the
Borrower under Section 8.08), including, without limitation, the following
circumstances:

                  (A) any lack of validity or enforceability of any of the L/C
         Related Documents;

                  (B) any change in the time, manner or place of payment of, or
         in any of the other terms of, all or any of the Obligations of the
         Borrower in respect of any of the L/C Related Documents or any other
         amendment or waiver of or any consent to departure from all or any of
         the L/C Related Documents;

                  (C) the existence of any claim, setoff, defense or other right
         that the Borrower may have at any time against any beneficiary or any
         transferee of a Letter of Credit (or any Persons for whom any such
         beneficiary or any such transferee may be acting), the Issuing Bank or
         any other Person, whether in connection with the transactions
         contemplated by the L/C Related Documents or any unrelated transaction;

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

                  (E) payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                  (F) any exchange, release or nonperfection of any collateral,
         or any release or amendment or waiver of or consent to departure from
         the Subsidiaries Guarantee or any other guarantee, for all or any of
         the Obligations of the Borrower in respect of the L/C Related
         Documents; or

                  (G) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including, without limitation, any
         other circumstance that might otherwise constitute a defense available
         to, or a discharge of, the Borrower or a guarantor.


<PAGE>   54
                                      -51-


                                                                           
                  SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower, upon at least three Business Days' notice to the
Administrative Agent (but in any event no more frequently than three times
during each Fiscal Quarter), may terminate in whole or reduce in part the Unused
Revolving Credit Commitments; provided, however, that each partial reduction of
the Revolving Credit Facility shall be in an aggregate amount of $25,000,000 or
an integral multiple of $5,000,000 in excess thereof or, if less, the aggregate
amount of the Revolving Credit Facility.

                  (b) Mandatory. (i) On the Effective Date, after giving effect
to the Term A Borrowing deemed to have been made on such date, and from time to
time thereafter upon each repayment or prepayment of the Term A Advances, the
Term A Facility shall be automatically and permanently reduced by an amount
equal to the amount by which the Term A Facility immediately prior to such
reduction exceeds the aggregate principal amount of the Term A Advances
outstanding at such time.

                  (ii)  On the Effective Date, after giving effect to the Term B
Borrowing deemed to have been made on such date, and from time to time
thereafter upon each repayment or prepayment of the Term B Advances, the Term B
Facility shall be automatically and permanently reduced by an amount equal to
the amount by which the Term B Facility immediately prior to such reduction
exceeds the aggregate principal amount of the Term B Advances outstanding at
such time.

                  (iii) The Swing Line Facility shall be automatically and
permanently reduced on the date of each reduction in the Revolving Credit
Facility by the amount, if any, by which the amount of the Swing Line Facility
on such date exceeds the amount of the Revolving Credit Facility on such date
(after giving effect to such reduction of the Revolving Credit Facility on such
date).

                  (iv)  The Letter of Credit Facility shall be automatically and
permanently reduced on the date of each reduction in the Revolving Credit
Facility by the amount, if any, by which the amount of the Letter of Credit
Facility on such date exceeds the amount of the Revolving Credit Facility on
such date (after giving effect to such reduction of the Revolving Credit
Facility on such date).

                  (v)   The Term Facilities shall be automatically and 
permanently reduced on the tenth day following each date on which the Borrower
delivers the Required Financial Information for any Fiscal Year (but in any
event within 105 days after the end of each Fiscal Year), commencing with the
Required Financial Information for the Fiscal Year ending December 31, 1998, by
an amount equal to 50% of Excess Cash Flow for such Fiscal Year. Each reduction
of the Term Facilities pursuant to this clause (v) shall be applied in the
manner set forth in Section 2.05(c)(i).

                  (vi)  The Term Facilities shall be automatically and
permanently reduced, within two Business Days after the date of receipt of the
Net Cash Proceeds by the Borrower or any of its Subsidiaries, from:

                  (A) the sale, lease, transfer or other disposition of any
         property or assets of the Borrower or any of its Subsidiaries (other
         than any property or assets expressly permitted to be sold, leased,
         transferred or disposed of under clause (i), (ii), (iii), (iv) or (vi)
         of Section 5.02(d) and, except to the extent such reduction is
         expressly required thereunder, under clause (v) of Section 5.02(d) and,
         solely to the extent expressly provided therein, under clause (vii) of
         Section 5.02(d) or clause (f) of the definition of "Permitted
         Sale-Leaseback Transaction" set forth in Section 1.01);
<PAGE>   55
                                      -52-


                  (B) the incurrence or issuance by the Borrower or any of its
         Subsidiaries of any Indebtedness (other than Indebtedness expressly
         permitted to be incurred or issued pursuant to clause (i), (iii), (iv),
         (v), (vi), (xi) or (xiii) of Section 5.02(b));

                  (C) the issuance or sale by the Borrower or any of its
         Subsidiaries of any Equity Interests therein (other than any such
         issuance or sale of Equity Interests in the Borrower or any of its
         Subsidiaries pursuant to Section 5.1 of the TAPS Indenture, but solely
         to the extent that the gross proceeds from the issuance and sale of the
         Borrower Common Stock pursuant thereto is applied on the date of such
         sale to repay the outstanding senior subordinated notes of the Borrower
         comprising part of the TAPS in accordance with Section 5.4 of the TAPS
         Purchase Contract); and

                  (D) any Extraordinary Receipts received by or paid to or for
         the account of the Borrower or any of its Subsidiaries and not
         otherwise included in (or expressly excluded from) subclause (vi)(A),
         (vi)(B) or (vi)(C) of this Section 2.05(b),

by an amount equal to 100% of such Net Cash Proceeds; provided, however, that,
notwithstanding anything to the contrary set forth in Section 5.02(d), so long
as no Default under Section 6.01(a) or 6.01(f) or Event of Default shall have
occurred and be continuing, if on any date on which a reduction of the Term
Facilities would otherwise be required to be made pursuant to subclause (vi)(A)
of this Section 2.05(b) and the applicable clause of Section 5.02(d), the
aggregate Net Cash Proceeds or other amounts otherwise required thereunder to
reduce the Term Commitments (and to prepay the Term Advances with a
corresponding amount) on such date are less than $5,000,000, such reduction of
the Term Commitments may be deferred (and the Borrower shall not be obligated to
make the corresponding prepayment of the outstanding Term Advances) until the
first date thereafter on which the aggregate Net Cash Proceeds or other amounts
otherwise required thereunder to reduce the Term Commitments (and to prepay the
Term Advances with a corresponding amount) equals at least $5,000,000. Each
reduction of the Term Facilities pursuant to this clause (vi) shall be applied
in the manner set forth in Section 2.05(c)(i).

                  (c) Application of Commitment Reductions. (i) Each reduction
of the Term Facilities pursuant to clause (v) or (vi) of Section 2.05(b) shall
be applied ratably to the Term Facilities and, in the case of the Term A
Facility, to the principal repayment installments thereof on a pro rata basis.

                  (ii) Upon each reduction of any of the Facilities pursuant to
this Section 2.05, the Commitment of each of the Appropriate Lenders under such
Facility shall be reduced by such Lender's Pro Rata Share of the amount by which
such Facility is reduced.

                  SECTION 2.06. Prepayments. (a) Optional. The Borrower may,
upon at least three Business Days' notice to the Administrative Agent stating
the Facility under which Advances are proposed to be prepaid and the proposed
date and aggregate principal amount of the prepayment, and if such notice is
given the Borrower shall, prepay the aggregate principal amount of the Advances
comprising part of the same Borrowing and outstanding on such date, in whole or
ratably in part; provided, however, that (i) each partial prepayment of Term
Advances or Revolving Credit Advances shall be in an aggregate principal amount
of $5,000,000 or an integral multiple of $500,000 in excess thereof and (ii) no
such prepayment of a Eurodollar Rate Advance shall be made other than on the
last day of an Interest Period therefor. Each prepayment of the Term Facilities
pursuant to this subsection (a) shall be applied ratably to the Term Facilities
and, in the case of the Term A Facility, to the principal repayment installments
thereof on a pro rata basis.

<PAGE>   56
                                      -53-


                  (b) Mandatory.  The Borrower shall, on each Business Day,
         prepay:

                  (i)   an aggregate principal amount of the Term A Advances
         comprising part of the same Term A Borrowings equal to the amount by
         which the aggregate principal amount of all Term A Advances outstanding
         on such Business Day exceeds the Term A Facility on such Business Day
         (after giving effect to any permanent reduction thereof pursuant to
         Section 2.05 on such Business Day);

                  (ii)  an aggregate principal amount of the Term B Advances
         comprising part of the same Term B Borrowings equal to the amount by
         which the aggregate principal amount of all Term B Advances outstanding
         on such Business Day exceeds the Term B Facility on such Business Day
         (after giving effect to any permanent reduction thereof pursuant to
         Section 2.05 on such Business Day);

                  (iii) an aggregate principal amount of the Revolving Credit
         Advances comprising part of the same Revolving Credit Borrowings, the
         Swing Line Advances and the Letter of Credit Advances equal to the
         amount by which the sum of (A) the aggregate principal amount of all
         Revolving Credit Advances, all Swing Line Advances and all Letter of
         Credit Advances outstanding on such Business Day and (B) the aggregate
         Available Amount of all Letters of Credit outstanding on such Business
         Day exceeds the Revolving Credit Facility on such Business Day (after
         giving effect to any permanent reduction thereof pursuant to Section
         2.05 on such Business Day); and

                  (iv)  an aggregate principal amount of the Swing Line Advances
         equal to the amount by which the aggregate principal amount of all
         Swing Line Advances outstanding on such Business Day exceeds the Swing
         Line Facility on such Business Day (after giving effect to any
         permanent reduction thereof pursuant to Section 2.05 on such Business
         Day), such prepayment to be applied first, to the Swing Line Advances
         owing to the Swing Line Bank in the inverse order of maturity thereof,
         and second, to the Swing Line Advances owing to the Revolving Credit
         Lenders in the inverse order of maturity thereof.

Prepayments of Advances outstanding under the Revolving Credit Facility made
pursuant to clause (iii) of this Section 2.06(b) shall be, first, applied to
prepay Letter of Credit Advances owing to the Issuing Bank and outstanding at
such time until all such Letter of Credit Advances are paid in full, second,
applied to prepay Swing Line Advances owing to the Swing Line Bank and
outstanding at such time until all such Swing Line Advances are paid in full,
third, applied to prepay Letter of Credit Advances owing to the Revolving Credit
Lenders and outstanding at such time until all such Letter of Credit Advances
are paid in full, fourth, applied to prepay Swing Line Advances owing to the
Revolving Credit Lenders and outstanding at such time until all such Swing Line
Advances are paid in full, and fifth, applied to prepay Revolving Credit
Advances comprising part of the same Borrowings and outstanding at such time
until all Revolving Credit Advances are paid in full. Any Excess Cash Flow or
Net Cash Proceeds remaining after the application thereof to the prepayment of
Term Advances outstanding on the date of receipt thereof pursuant to clause (v)
or (vi), respectively, of Section 2.05(b) and this Section 2.06(b) may be
retained by the Borrower for use in its businesses and operations in the
ordinary course or as otherwise permitted under the terms of this Agreement.
Prepayments of Advances outstanding under any Facility pursuant to this Section
2.06(b) shall be applied to Base Rate Advances comprising part of the same
Borrowings under such Facility and outstanding at such time and/or to Eurodollar
Rate Advances comprising part of the same Borrowings under such Facility and
outstanding at such time which have an Interest Period then in effect for which
the last day is the same as the day of such prepayment before
<PAGE>   57
                                      -54-


any such prepayment shall be applied to any other Eurodollar Rate Advances
comprising part of the same Borrowings under such Facility and outstanding at
such time.

                  (c) Prepayments to Include Accrued Interest, Etc. (i) All
prepayments under this Section 2.06 shall be made together with (A) accrued and
unpaid interest to the date of such prepayment on the principal amount so
prepaid and (B) in the case of any such prepayment of a Eurodollar Rate Advance
on a date other than the last day of an Interest Period therefor, any amounts
owing in respect of such Eurodollar Rate Advance pursuant to Section 8.04(c).

                  (ii) Notwithstanding any of the provisions of subsection (b)
of this Section 2.06, so long as no Default under Section 6.01(a) or 6.01(f) or
Event of Default shall have occurred and be continuing, if any prepayment of
Eurodollar Rate Advances is required to be made under subsection (b) of this
Section 2.06 other than on the last day of the Interest Period therefor, the
Borrower may, in its sole discretion, but subject to the next two succeeding
provisos, direct the Administrative Agent to (and, if so directed, the
Administrative Agent shall) deposit the prepayment otherwise required to be made
under subsection (b) of this Section 2.06 into a cash collateral account of such
Borrower established with, and under the sole dominion and control of,
NationsBank (and on terms and conditions otherwise satisfactory to the
Administrative Agent) until the last day of such Interest Period, at which time
the Administrative Agent shall be authorized (without any further action by or
notice to or from the Borrower) to apply the funds on deposit in such cash
collateral account to the prepayment of such Eurodollar Rate Advances in
accordance with subsection (b) of this Section 2.06; provided, however, that the
Administrative Agent, on behalf of the Lender Parties, (A) shall at all times
have a first priority lien on and security interest in each of the cash
collateral accounts established in accordance with this clause (ii), all amounts
from time to time on deposit therein and all proceeds thereof and (B) shall
receive a certificate of a Senior Financial Officer, on the date on which any
such cash collateral account is established and on the date on which any amounts
are to be deposited therein (and, in each case, dated as of such date),
certifying that such lien and security interest is permitted under the terms of
the Senior Notes Indenture (together with a schedule of the computations used by
the Borrower in determining whether such lien and security interest is so
permitted); and provided further that (1) all such Eurodollar Rate Advances
shall continue to bear interest as set forth in Section 2.07(a)(ii) until the
last day of the applicable Interest Period therefor and (2) if a Default under
Section 6.01(a) or 6.01(f) or Event of Default shall occur and be continuing at
any time when funds are on deposit in any such cash collateral account, the
Administrative Agent, at the request or with the consent of the Term Lenders
owed or holding not less than a majority in interest of the aggregate Term
Commitments at such time (other than any of the Term Lenders that is, at such
time, a Defaulting Lender), shall be authorized (without any further action by
or notice to or from the Borrower) to immediately apply all of the funds on
deposit in all such cash collateral accounts to the prepayment of such
Eurodollar Rate Advances in accordance with subsection (b) of this Section 2.06.

                  SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance owing to each
Lender Party from the date of such Advance until such principal amount shall be
paid in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (A) the Base Rate in effect from time to time and (B) the Applicable
         Margin for such Base Rate Advance in effect from time to time, payable
         in arrears quarterly on the last day of each June, September, December
         and March during such periods and on the date such Base Rate Advance
         shall be Converted or paid in full.


<PAGE>   58
                                      -55-


                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (A)
         the Eurodollar Rate for such Advance for such Interest Period and (B)
         the Applicable Margin for such Advance in effect on the first day of
         such Interest Period, payable in arrears on the last day of such
         Interest Period and, if such Interest Period has a duration of more
         than three months, on each day that occurs during such Interest Period
         every three months from the first day of such Interest Period and on
         the date such Eurodollar Rate Advance shall be Converted or paid in
         full.

                  (b) Default Interest. Upon the occurrence and during the
continuance of a Default under Section 6.01(a) or 6.01(f), the Borrower shall
pay interest on (i) the unpaid principal amount of each Advance owing to each
Lender Party, payable in arrears on the dates referred to in clause (i) or (ii)
of Section 2.07(a), as applicable, and on demand, at a rate per annum equal at
all times to 2% per annum above the rate per annum required to be paid on such
Advance pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and
(ii) to the fullest extent permitted under applicable law, the amount of any
interest, fee or other amount payable under this Agreement or any of the other
Loan Documents to any of the Agents or any of the Lender Parties that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid, in the case of interest, on the Type of
Advance on which such interest has accrued pursuant to clause (i) or (ii) of
Section 2.07(a), as applicable, and, in all other cases, on Base Rate Advances
pursuant to clause (i) of Section 2.07(a).

                  (c) Notice of Interest Rate. Promptly after receipt of a
Notice of Borrowing pursuant to Section 2.02(a), a Notice of Conversion pursuant
to Section 2.09(a) or a notice of selection of an Interest Period pursuant to
the definition of "Interest Period" set forth in Section 1.01, the
Administrative Agent shall give notice to the Borrower and each of the
Appropriate Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of clause (i) or (ii) of Section 2.07(a), as
applicable.

                  SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay
to the Administrative Agent for the account of the Lenders a fee (the
"COMMITMENT FEE"), from the date of this Agreement in the case of each of the
Initial Lenders and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of each of the other
Lenders until the Termination Date for all of the Facilities, payable in arrears
on the Effective Date, thereafter quarterly on the last day of each June,
September, December and March, commencing June 30, 1998, and on the Termination
Date for all of the Facilities, at the rate per annum equal to the Applicable
Percentage in effect from time to time on the average daily unused portion of
the Term Commitments of each of the Term Lenders and on the sum of (i) the
average daily Unused Revolving Credit Commitment of each of the Revolving Credit
Lenders and (ii) such Revolving Credit Lender's Pro Rata Share of the average
daily outstanding Swing Line Advances during such quarter; provided, however,
that no commitment fee shall accrue on any of the Commitments of a Defaulting
Lender so long as such Lender shall be a Defaulting Lender.

                  (b) Term A Extension Fee. If the Borrower elects to exercise
the Term A Extension Option prior to the scheduled Term A Maturity Date in
accordance with Section 2.04(a)(ii), the Borrower shall pay to the
Administrative Agent for the ratable account of the Term A Lenders a fee on the
Term A Extension Date of 0.25% on the aggregate principal amount of all Term A
Advances outstanding on such date.


<PAGE>   59
                                      -56-


                  (c) Letter of Credit Fees, Etc. (i) The Borrower shall pay to
the Administrative Agent for the account of each of the Revolving Credit Lenders
a commission, payable in arrears quarterly on the last day of each June,
September, December and March, commencing June 30, 1998, on the earliest to
occur of the full drawing, expiration, termination or cancellation of any Letter
of Credit and on the Termination Date for the Revolving Credit Facility, on such
Revolving Credit Lender's Pro Rata Share of the average daily aggregate
Available Amount of all Letters of Credit outstanding from time to time during
such quarter at the rate per annum equal to the Applicable Margin in effect at
such time for Eurodollar Rate Advances under the Revolving Credit Facility.

                  (ii) The Borrower shall pay to the Issuing Bank, for its own
account, such commissions, issuance fees, fronting fees, transfer fees and other
fees and charges in connection with the issuance or administration of each
Letter of Credit as the Borrower and the Issuing Bank shall from time to time
agree.

                  (d) Agent's Fees. The Borrower shall pay to the Administrative
Agent for the account of the Agents such fees as may from time to time be agreed
between the Borrower and the Administrative Agent.

                  SECTION 2.09. Conversion of Advances. (a) Optional. The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business
Day prior to the date of the proposed Conversion in the case of a Conversion of
Base Rate Advances into Eurodollar Rate Advances or of Eurodollar Rate Advances
of one Interest Period into Eurodollar Rate Advances of another Interest Period,
or 11:00 A.M. (Charlotte, North Carolina time) on the Business Day immediately
preceding the date of the proposed Conversion in the case of a Conversion of
Eurodollar Rate Advances into Base Rate Advances, and subject to the provisions
of Section 2.10, Convert all or any portion of the Advances of one Type
comprising the same Borrowing into Advances of the other Type; provided,
however, that:

                  (i)   any Conversion of Eurodollar Rate Advances into Base
         Rate Advances shall be made only on the last day of an Interest Period
         for such Eurodollar Rate Advances;

                  (ii)  any Conversion of Base Rate Advances into Eurodollar 
         Rate Advances shall be made only if no Default under Section 6.01(a) or
         6.01(f) or Event of Default shall have occurred and be continuing and
         shall be in an amount not less than the minimum amount specified in
         Section 2.02(c);

                  (iii) no Conversion of any Advances shall result in more
         separate Borrowings than permitted under Section 2.02(c); and

                  (iv)  each Conversion of Advances comprising part of the same
         Borrowing under any Facility shall be made among the Appropriate
         Lenders in accordance with their respective Pro Rata Shares of such
         Facility.

Each notice of a Conversion (a "NOTICE OF CONVERSION") shall be delivered by
telephone, confirmed promptly (and, in any event, on the same Business Day) in
writing, or by telex or telecopier, shall be in substantially the form of
Exhibit B-3 hereto and duly executed by a Responsible Officer of the Borrower,
and shall, within the restrictions set forth in the immediately preceding
sentence, specify therein:

<PAGE>   60
                                      -57-


                  (A) the requested date of such Conversion (which shall be a
         Business Day);

                  (B) the Advances requested to be Converted; and

                  (C) if such Conversion is into Eurodollar Rate Advances, the
         requested duration of the Interest Period for such Eurodollar Rate
         Advances.

The Administrative Agent shall give each of the Appropriate Lenders prompt
notice of each Notice of Conversion received by it, by telex or telecopier. Each
Notice of Conversion shall be irrevocable and binding on the Borrower.

                  (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising part of any Borrowing
shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000, such Eurodollar Rate Advances shall be automatically Converted into
Base Rate Advances.

                  (ii)  If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" set forth in Section
1.01, the Administrative Agent will forthwith so notify the Borrower and the
Appropriate Lenders, whereupon each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance.

                  (iii) Upon the occurrence and during the continuance of any
Default under Section 6.01(a) or 6.01(f) or any Event of Default, (A) each
Eurodollar Rate Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance and (B) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended.

                  SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i)
the introduction of or any change (other than any change by way of the
imposition of or increase in reserve requirements included in the Eurodollar
Rate Reserve Percentage) in or in the interpretation or application of any
Requirement of Law after the date of this Agreement or (ii) the compliance with
any directive, guideline or request from any central bank or other Governmental
Authority or any change therein or in the interpretation, application,
implementation, administration or enforcement thereof, that, in any case under
this clause (ii), becomes effective or is issued or made after the date of this
Agreement (whether or not having the force of law), there shall be any increase
in the cost to any of the Lender Parties of agreeing to make or making, agreeing
to participate in or participating in, agreeing to renew or renewing or funding
or maintaining any Advances of either Type, or of agreeing to issue or of
issuing, maintaining or participating in Letters of Credit or of agreeing to
make or of making or maintaining Swing Line Advances or Letter of Credit
Advances, or any reduction in the amount owing to any of the Lender Parties or
their respective Applicable Lending Offices under this Agreement in respect of
any Advances of either Type (excluding, for purposes of this Section 2.10, any
such increased costs resulting from (A) Taxes or Other Taxes (as to which
Section 2.12 shall govern) and (B) changes in the basis of taxation of overall
net income or overall gross income by the United States of America or the
jurisdiction under the laws of which such Lender Party is organized or has
either of its Applicable Lending Offices or any political subdivision thereof),
then the Borrower hereby agrees to pay, from time to time upon demand by such
Lender Party (with a copy of such demand to the Administrative Agent), to the
Administrative Agent for the account of such Lender Party additional amounts
sufficient to compensate or to reimburse such Lender Party 
<PAGE>   61
                                      -58-


for all such increased costs or reduced amounts. Each of the Lender Parties
shall, as promptly as practicable after such Lender Party obtains knowledge of
such circumstances and the determination of such Lender Party to request
additional compensation from the Borrower pursuant to this subsection (a),
provide notice to the Administrative Agent and the Borrower of the circumstances
entitling such Lender Party to such additional compensation and the amount of
such additional compensation (including the basis of calculation thereof), which
notice shall be conclusive and binding for all purposes, absent manifest error;
provided, however, that none of the Lender Parties shall be entitled to
additional compensation under this subsection (a) for any such cost incurred or
reduced amount suffered from and after the date that is 180 days prior to the
date such Lender Party first delivers such notice to the Borrower. In
determining any such additional compensation, such Lender Party may use
reasonable averaging and attribution methods. If any of the Lenders requests
additional compensation from the Borrower under this subsection (a) in respect
of its making, participating in or renewing Eurodollar Rate Advances, the
Borrower may, upon notice to such Lender (with a copy of such notice to the
Administrative Agent), suspend the obligation of such Lender to make,
participate in and/or renew Eurodollar Rate Advances until the circumstances
giving rise to such request no longer exist and, during such time, all
Eurodollar Rate Advances that would otherwise be made by such Lender as part of
any Borrowing shall be made instead as Base Rate Advances and all payments of
principal of and interest on such Base Rate Advances shall, notwithstanding the
provisions of Section 2.07, be made at the same time as payments on the
Eurodollar Rate Advances otherwise comprising part of such Borrowing.

                  (b) If any of the Lender Parties determines that compliance
with any Requirement of Law or any directive, guideline or request from any
central bank or other Governmental Authority (whether or not having the force of
law), or any change therein or in the interpretation, application,
implementation, administration or enforcement thereof, that is enacted or
becomes effective, or is implemented or is first required or expected to be
complied with after the date of this Agreement, affects the amount of capital
required or expected to be maintained by such Lender Party (or either of the
Applicable Lending Offices of such Lender Party) or by any Person controlling
such Lender Party and that the amount of such capital is increased by or is
based upon the existence of the commitment of such Lender Party to lend
hereunder or to issue or participate in Letters of Credit hereunder and other
commitments of such type or the issuance or maintenance of or participation in
the Letters of Credit (or similar contingent obligations), then the Borrower
hereby agrees to pay, upon demand by such Lender Party (with a copy of such
demand to the Administrative Agent), to the Administrative Agent for the account
of such Lender Party, from time to time as specified by such Lender Party,
additional amounts sufficient to compensate such Lender Party or such Person in
light of such circumstances, to the extent that such Lender Party or such Person
reasonably determines such increase in capital to be allocable to the existence
of the commitment of such Lender Party to lend or to issue or participate in
Letters of Credit hereunder or to the issuance or maintenance of or
participation in any Letters of Credit. Each of the Lender Parties shall, as
promptly as practicable after such Lender Party obtains knowledge of such
circumstances and the determination of such Lender Party to request additional
compensation from the Borrower pursuant to this subsection (b), provide notice
to the Administrative Agent and the Borrower of the circumstances entitling such
Lender Party to such additional compensation and the amount of such additional
compensation (including the basis of calculation thereof), which notice shall be
conclusive and binding for all purposes, absent manifest error; provided,
however, that none of the Lender Parties shall be entitled to additional
compensation under this subsection (b) for any such increases in capital
required from and after the date that is 180 days prior to the date such Lender
Party first delivers such notice to the Borrower. In determining any such
additional compensation, such Lender Party may use reasonable averaging and
attribution methods.

<PAGE>   62
                                      -59-


                  (c) If, with respect to any Eurodollar Rate Advances under any
of the Facilities, Lenders owed or holding not less than a majority in interest
of the aggregate principal amount of all Advances outstanding under such
Facility at any time notify the Administrative Agent that the Eurodollar Rate
for any Interest Period for such Advances will not adequately reflect the cost
to such Lenders of making, participating in or renewing, or funding or
maintaining, their Eurodollar Rate Advances for such Interest Period, the
Administrative Agent shall forthwith so notify the Borrower and the Appropriate
Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility
will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance and (ii) the obligation of the
Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower (promptly following notice thereof from the Appropriate Lenders) that
such Lenders have determined that the circumstances causing such suspension no
longer exist.

                  (d) Notwithstanding any of the other provisions of this
Agreement, if the introduction of or any change in or in the interpretation of
any Requirements of Law shall make it unlawful, or any central bank or other
Governmental Authority shall assert that it is unlawful, for any Lender or its
Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate
Advances hereunder, then, upon notice thereof and demand therefor by such Lender
to the Borrower through the Administrative Agent, (i) each Eurodollar Rate
Advance of such Lender will automatically, on the last day of the then existing
Interest Period therefor, if permitted under applicable law, or otherwise upon
demand, Convert into a Base Rate Advance and (ii) the obligation of such Lender
to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower (promptly
following notice thereof from such Lender) that such Lender has determined that
the circumstances causing such suspension no longer exist. If the obligation of
a Lender to make Eurodollar Rate Advances is suspended pursuant to this
subsection (d), then until the circumstances that gave rise to such suspension
no longer apply to such Lender, all Eurodollar Rate Advances that would
otherwise be made by such Lender as part of any Borrowing shall be made instead
as Base Rate Advances and all payments of principal of and interest on such Base
Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at
the same time as payments on the Eurodollar Rate Advances otherwise comprising
part of such Borrowing.

                  (e) Each of the Lenders hereby agrees that, upon the
occurrence of any circumstances entitling such Lender to additional compensation
or to cease making, participating in or renewing, or funding or maintaining,
Eurodollar Rate Advances under any of the foregoing provisions of this Section
2.10, such Lender shall use reasonable efforts (consistent with its internal
policy and with legal and regulatory restrictions) to designate a different
Eurodollar Rate Lending Office for any Eurodollar Rate Advances affected by such
circumstances if the making of such designation, in the case of subsection (a)
or (b) of this Section 2.10, would avoid the need for, or reduce the amount of,
any such additional amounts that may thereafter accrue or, in the case of
subsection (c) or (d) of this Section 2.10, would allow such Lender to continue
to perform its obligations to make, to participate in or renew, or to fund or
maintain, Eurodollar Rate Advances, and, in any such case, would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

                  (f) If (i) any of the Lenders entitled to additional
compensation under any of the foregoing provisions of this Section 2.10 shall
fail to designate a different Eurodollar Rate Lending Office as provided in
subsection (e) of this Section 2.10 or if the circumstances entitling any of the
Lender Parties to additional compensation under subsection (a) or (b) of this
Section 2.10 shall continue to be in effect notwithstanding such
<PAGE>   63
                                      -60-


designation or since subsection (e) of this Section 2.10 is inapplicable or (ii)
the inadequacy or illegality contemplated under subsection (c) or (d) of this
Section 2.10, respectively, shall continue with respect to any of the Lenders
notwithstanding such designation, then, subject to the terms of Section 8.07(a),
the Borrower may cause such Lender Party to (and, if the Borrower so demands,
such Lender Party shall) assign all of its rights and obligations under this
Agreement to one or more other Persons in accordance with Section 8.07(a);
provided that if, upon such demand by the Borrower, such Lender Party elects to
waive its request for additional compensation pursuant to subsection (a) or (b)
of this Section 2.10, the demand by the Borrower for such Lender Party to so
assign all of its rights and obligations under the Agreement shall thereupon be
deemed withdrawn. Nothing in subsection (e) of this Section 2.10 or this
subsection (f) shall affect or postpone any of the rights of any of the Lender
Parties or any of the Obligations of the Borrower under any of the foregoing
provisions of this Section 2.10 in any manner.

                  SECTION 2.11. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes, irrespective of any right
of counterclaim or setoff (except as otherwise provided in Section 2.14), not
later than 12:30 P.M. (Charlotte, North Carolina time) on the day when due in
U.S. dollars to the Administrative Agent at the Administrative Agent's Account
in same day funds, with payments received by the Administrative Agent after
12:30 P.M. (Charlotte, North Carolina time) on any such day being deemed to have
been received on the next succeeding Business Day. The Administrative Agent will
promptly thereafter cause like funds to be distributed (i) if such payment by
the Borrower is in respect of principal, interest, Commitment Fees or any of the
other Obligations then due and payable hereunder and under the Notes to more
than one of the Lender Parties, to such Lender Parties for the accounts of their
respective Applicable Lending Offices in accordance with their respective Pro
Rata Shares of the amounts of such Obligations due and payable to such Lender
Parties at such time and (ii) if such payment by the Borrower is in respect of
any of the Obligations then due and payable hereunder to one Lender Party, to
such Lender Party for the account of its Applicable Lending Office, in each case
to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(e), from and after
the effective date of such Assignment and Acceptance, the Administrative Agent
shall make all payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender Party assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

                  (b) The Borrower hereby authorizes each of the Lender Parties,
if and to the extent payment owed to such Lender Party is not made when due
hereunder or, in the case of any Lender, under the Note held by such Lender, to
charge from time to time against any or all of the Borrower's accounts with such
Lender Party any amount so due.

                  (c) All computations of interest, fees and Letter of Credit
commissions shall be made by the Administrative Agent on the basis of a year of
360 days, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest,
fees or commissions are payable. Each determination by the Administrative Agent
of an interest rate, fee or commission hereunder shall be conclusive and binding
for all purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or Commitment Fees,
<PAGE>   64
                                      -61-


as the case may be; provided, however, that, if such extension would cause
payment of interest on or principal of Eurodollar Rate Advances to be made in
the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to any of the
Lender Parties hereunder that the Borrower will not make such payment in full,
the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may,
in reliance upon such assumption, cause to be distributed to each such Lender
Party on such due date an amount equal to the amount due such Lender Party on
such date. If and to the extent the Borrower shall not have so made such payment
in full to the Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
Party, together with all accrued and unpaid interest thereon, for each day from
the date such amount is distributed to such Lender Party until the date such
Lender Party repays such amount to the Administrative Agent, at the Federal
Funds Rate.

                  (f) Whenever any payment received by the Administrative Agent
under this Agreement or any of the other Loan Documents is insufficient to pay
in full all amounts due and payable to the Agents and the Guaranteed Parties
under or in respect of this Agreement and the other Loan Documents on any date,
such payment shall be distributed by the Administrative Agent and applied by the
Agents and the Guaranteed Parties in the following order of priority:

                  (i)   first, to the payment of all of the fees, 
         indemnification payments, costs and expenses that are due and payable
         to the Agents (solely in their respective capacities as Agents) under
         or in respect of this Agreement or any of the other Loan Documents on
         such date, ratably in accordance with the respective aggregate amounts
         of all such fees, indemnification payments, costs and expenses owing to
         the Agents on such date;

                  (ii)  second, to the payment of all of the fees, 
         indemnification payments, costs and expenses that are due and payable
         to the Issuing Bank and the Swing Line Bank (solely in their respective
         capacities as Issuing Bank and Swing Line Bank) under or in respect of
         this Agreement or any of the other Loan Documents on such date, ratably
         in accordance with the respective aggregate amounts of all such fees,
         indemnification payments, costs and expenses owing to the Issuing Bank
         and the Swing Line Bank on such date;

                  (iii) third, to the payment of all of the indemnification
         payments, costs and expenses that are due and payable to the Lender
         Parties under Section 8.04 hereof, Section 12 of the Subsidiaries
         Guarantee or the applicable section of any of the other Loan Documents
         on such date, ratably in accordance with the respective aggregate
         amounts of all such indemnification payments, costs and expenses owing
         to the Lender Parties on such date;

                  (iv)  fourth, to the payment of all of the amounts that are 
         due and payable to the Administrative Agent and the Lender Parties
         under Sections 2.10 and 2.12 hereof or Section 5 of the Subsidiaries
         Guarantee on such date, ratably in accordance with the respective
         aggregate amounts thereof owing to the Agents and the Lender Parties on
         such date;
<PAGE>   65
                                      -62-


                  (v)    fifth, to the payment of all of the fees that are due
         and payable to the Lenders under Section 2.08 on such date, ratably in
         accordance with the respective aggregate Commitments of the Lenders
         under the applicable Facilities on such date;

                  (vi)   sixth, to the payment of all of the accrued and unpaid
         interest on the Obligations of the Borrower under or in respect of the
         Loan Documents that is due and payable to the Administrative Agent and
         the Lender Parties under Section 2.07(b) on such date, ratably in
         accordance with the respective aggregate amounts of all such interest
         owing to the Administrative Agent and the Lender Parties on such date;

                  (vii)  seventh, to the payment of all of the accrued and 
         unpaid interest on the Advances that is due and payable to the
         Administrative Agent and the Lender Parties under Section 2.07(a) on
         such date, ratably in accordance with the respective aggregate amounts
         of all such interest owing to the Administrative Agent and the Lender
         Parties on such date;

                  (viii) eighth, to the payment of the principal amount of all
         of the outstanding Advances that is due and payable to the
         Administrative Agent and the Lender Parties on such date, ratably in
         accordance with the respective aggregate amounts of all such principal
         owing to the Administrative Agent and the Lender Parties on such date;
         and

                  (ix) ninth, to the payment of all other Obligations of the
         Guaranteed Parties owing under or in respect of the Loan Documents that
         are due and payable to the Administrative Agent and the other
         Guaranteed Parties on such date, ratably in accordance with the
         respective aggregate amounts of all such Obligations owing to the
         Administrative Agent and the other Guaranteed Parties on such date.

If the Administrative Agent receives funds for application to the Obligations of
the Loan Parties under or in respect of the Loan Documents under circumstances
for which the Loan Documents do not specify the Advances or the Facility to
which, or the manner in which, such funds are to be applied, the Administrative
Agent may, but shall not be obligated to, elect to distribute such funds to each
of the Lender Parties in accordance with such Lender Party's Pro Rata Share of
the sum of (A) the aggregate principal amount of all Advances outstanding at
such time and (B) the aggregate Available Amount of all Letters of Credit
outstanding at such time, in repayment or prepayment of such of the outstanding
Advances or other Obligations then owing to such Lender Party.

                  SECTION 2.12. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.11,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each of the Lender Parties and each
of the Agents, taxes that are imposed on its overall net income by the United
States and taxes that are imposed on its overall net income (and franchise taxes
imposed in lieu thereof) by the state or foreign jurisdiction under the laws of
which such Lender Party or such Agent, as the case may be, is organized or is a
resident, or has a fixed place of business or a permanent establishment, or any
political subdivision of any of the foregoing, and, in the case of each of the
Lender Parties, taxes that are imposed on its overall net income (and franchise
taxes imposed in lieu thereof) by the state or foreign jurisdiction of either of
its Applicable Lending Offices or any political subdivision thereof (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments 
<PAGE>   66
                                      -63-


hereunder or under the Notes being, collectively, "TAXES"). If the Borrower
shall be required under any applicable Requirements of Law to deduct any Taxes
from or in respect of any sum payable hereunder or under any of the Notes to any
of the Lender Parties or any of the Agents, (i) the sum payable by the Borrower
shall be increased as may be necessary so that after the Borrower and the
Administrative Agent have made all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) such Lender Party
or such Agent, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make all
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other Governmental Authority in accordance with
applicable Requirements of Law.

                  (b) In addition, the Borrower shall pay any present or future
stamp, recording, documentary, excise, property or similar taxes, charges or
levies that arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, any performance under, or otherwise with
respect to, this Agreement or the Notes (collectively, "OTHER TAXES").

                  (c) The Borrower shall indemnify each of the Lender Parties
and each of the Agents for, and hold each of them harmless against, the full
amount of Taxes and Other Taxes, and the full amount of taxes of any kind
imposed by any jurisdiction on amounts payable under this Section 2.12, imposed
on or paid by such Lender Party or such Agent, as the case may be, and any
liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto. The indemnity by the Borrower provided for in
this subsection (c) shall apply and be made whether or not the Taxes or Other
Taxes for which indemnification hereunder is sought have been correctly or
legally asserted; provided, however, that such Lender or such Agent seeking such
indemnification shall take all reasonable actions (consistent with its internal
policy and legal and regulatory restrictions) requested by the Borrower to
assist the Borrower in recovering the amounts paid thereby pursuant to this
subsection (c) from the relevant taxation authority or other Governmental
Authority. Amounts payable by the Borrower under the indemnity set forth in this
subsection (c) shall be paid within 30 days from the date on which the
applicable Lender or Agent, as the case may be, makes written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 8.02, the original or a certified copy of a receipt evidencing
payment thereof, to the extent such a receipt is issued therefor, or other
written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent. In the case of any payment hereunder or under the Notes by
or on behalf of the Borrower through an account or branch outside the United
States, or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the
Administrative Agent, at its address referred to in Section 8.02, an opinion of
counsel reasonably acceptable to the Administrative Agent stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection
(e) of this Section 2.12, the terms "United States" and "United States person"
shall have the meanings specified in Section 7701 of the Internal Revenue Code.

                  (e) Each of the Lender Parties organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each of the Initial
Lenders, the Swing Line Bank and the Initial Issuing Bank, and on the date of
the Assignment and Acceptance pursuant to which it becomes a Lender Party in the
case of each of the other Lender Parties, and from time to time thereafter as
reasonably requested in writing by the Borrower or the Administrative Agent 
<PAGE>   67
                                      -64-


(but only so long thereafter as such Lender Party remains lawfully able to do
so), provide each of the Borrower and the Administrative Agent with two original
Internal Revenue Service forms 1001 or 4224 or, in the case of any of the Lender
Parties that is claiming exemption from United States withholding tax under
Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments
of "portfolio interest", form W-8 (and, if such Lender Party delivers a form
W-8, a certificate representing that such Lender Party is not (i) a "bank" for
purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code) of the Borrower or (iii) a controlled foreign corporation related to the
Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code),
as appropriate), or any successor or other form prescribed by the Internal
Revenue Service, certifying that such Lender Party is exempt from or entitled to
a reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes or, in the case of any of the Lender Parties delivering a
form W-8, certifying that such Lender Party is a foreign corporation,
partnership, estate or trust. If the forms referred to above in this subsection
(e) that are provided by a Lender Party at the time such Lender Party first
becomes a party to this Agreement indicate a United States interest withholding
tax rate in excess of zero, withholding tax at such rate shall be considered
excluded from Taxes unless and until such Lender Party provides the appropriate
form certifying that a lesser rate applies, whereupon withholding tax at such
lesser rate shall be considered excluded from Taxes solely for the periods
governed by such form. However, if, on the date of the Assignment and Acceptance
pursuant to which a Lender Party becomes a party to this Agreement, the Lender
Party assignor was entitled to payments under subsection (a) of this Section
2.12 in respect of United States withholding tax with respect to interest paid
at such date, then, to such extent (and only to such extent), the term "Taxes"
shall include (in addition to withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to such Lender Party assignee on such date.
If any of the forms, certificates or other documents referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service form 1001, 4224 or W-8 (or the related certificate
described above), that a Lender Party reasonably considers to be confidential,
such Lender Party shall give notice thereof to the Borrower and the
Administrative Agent and shall not be obligated to include in such form,
certificate or document such confidential information. None of the Lender
Parties shall be entitled to payment pursuant to subsection (a) or (c) of this
Section 2.12 with respect to any additional Taxes that resulted solely and
directly from the change in either of the Applicable Lending Offices of such
Lender Party (other than any such additional Taxes that are imposed as a result
of a change in any applicable Requirements of Law, or in the interpretation or
application thereof, occurring after the date of such change), unless such
change is made pursuant to the terms of Section 2.10(e) or subsection (g) of
this Section 2.12 or otherwise as a result of a request therefor by the
Borrower.

                  (f) For any period with respect to which any of the Lender
Parties has failed to provide the Borrower with the appropriate form,
certificate or other document described in subsection (e) of this Section 2.12
(other than if such failure is due to a change in any applicable Requirements of
Law, or in the interpretation or application thereof, occurring after the date
on which a form, certificate or other document originally was required to be
provided or if such form, certificate or other document otherwise is not
required under subsection (e) of this Section 2.12), such Lender Party shall not
be entitled to indemnification under subsection (a) or (c) of this Section 2.12
with respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender Party become subject to Taxes because of
its failure to deliver a form, certificate or other document required hereunder,
the Borrower shall take such steps as such Lender Party shall reasonably request
to assist such Lender Party in recovering such Taxes.
<PAGE>   68
                                      -65-


                  (g) Each of the Lender Parties hereby agrees that, upon the
occurrence of any circumstances entitling such Lender Party to additional
amounts pursuant to this Section 2.12, such Lender Party shall use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making
of such a change would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender Party, be otherwise disadvantageous to such Lender
Party.

                  (h) If any of the Lender Parties entitled to additional
compensation under any of the foregoing provisions of this Section 2.12 shall
fail to designate a different Applicable Lending Office as provided in
subsection (g) of this Section 2.12, then, subject to the terms of Section
8.07(a), the Borrower may cause such Lender Party to (and, if the Borrower so
demands, such Lender Party shall) assign all of its rights and obligations under
this Agreement to one or more other Persons in accordance with Section 8.07(a);
provided that if, upon such demand by the Borrower, such Lender Party elects to
waive its request for additional compensation pursuant to this Section 2.12, the
demand by the Borrower for such Lender Party to so assign all of its rights and
obligations under the Agreement shall thereupon be deemed withdrawn. Nothing in
subsection (g) of this Section 2.12 or this subsection (h) shall affect or
postpone any of the rights of any of the Lender Parties or any of the
Obligations of the Borrower under any of the foregoing provisions of this
Section 2.12 in any manner.

                  SECTION 2.13. Sharing of Payments, Etc. If any of the Lender
Parties shall obtain at any time any payment (whether voluntary, involuntary,
through the exercise of any right of setoff, or otherwise) (a) on account of
Obligations due and payable to such Lender Party under or in respect of this
Agreement or any of the other Loan Documents at such time (other than pursuant
to Section 2.10, 2.12, 8.04 or 8.07) in excess of its ratable share (according
to the proportion of (i) the amount of such Obligations due and payable to such
Lender Party at such time to (ii) the aggregate amount of the Obligations due
and payable to all of the Lender Parties at such time) of payments on account of
the Obligations due and payable to all of the Lender Parties under or in respect
of this Agreement and the other Loan Documents at such time obtained by all of
the Lender Parties at such time or (b) on account of Obligations owing (but not
due and payable) to such Lender Party under or in respect of this Agreement or
any of the other Loan Documents at such time (other than pursuant to Section
2.10, 2.12, 8.04 or 8.07) in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations owing (but not due and payable)
to such Lender Party at such time to (ii) the aggregate amount of the
Obligations owing (but not due and payable) to all of the Lender Parties under
or in respect of this Agreement and the other Loan Documents at such time) of
payments on account of the Obligations owing (but not due and payable) to all of
the Lender Parties under or in respect of this Agreement and the other Loan
Documents at such time obtained by all of the Lender Parties at such time, such
Lender Party shall forthwith purchase from the other Lender Parties such
interests or participating interests in the Obligations due and payable or owing
to them, as the case may be, as shall be necessary to cause such purchasing
Lender Party to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender Party, such purchase from each of the
other Lender Parties shall be rescinded and such other Lender Party shall repay
to the purchasing Lender Party the purchase price to the extent of such Lender
Party's ratable share (according to the proportion of (A) the purchase price
paid to such Lender Party to (B) the aggregate purchase price paid to all of the
Lender Parties) of such recovery, together with an amount equal to such Lender
Party's ratable share (according to the proportion of (1) the amount of such
other Lender Party's required repayment to (2) the total amount so recovered
from the purchasing Lender Party) of any such interest or participating interest
or other amount paid or payable by the purchasing Lender Party in respect of the
total amount so recovered. The 


<PAGE>   69
                                      -66-


Borrower hereby agrees that any of the Lender Parties so purchasing a
participation from another Lender Party pursuant to this Section 2.13 may, to
the fullest extent permitted under applicable law, exercise all its rights of
payment (including the right of setoff) with respect to such participation as
fully as if such Lender Party were the direct creditor of the Borrower in the
amount of such participation.

                  SECTION 2.14. Defaulting Lenders. (a) If, at any time, (i) any
of the Lender Parties shall be a Defaulting Lender, (ii) such Defaulting Lender
shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be
required to make any payment hereunder or under any of the other Loan Documents
to or for the account of such Defaulting Lender, then the Borrower may, so long
as no Default shall occur or be continuing at such time and to the fullest
extent permitted under applicable law, set off and otherwise apply the
Obligation of the Borrower to make such payment to or for the account of such
Defaulting Lender against the obligation of such Defaulting Lender to make such
Defaulted Advance. If, on any date, the Borrower shall so set off and otherwise
apply its obligation to make any such payment against the obligation of such
Defaulting Lender to make any such Defaulted Advance on or prior to such date,
the amount so set off and otherwise applied by the Borrower shall constitute for
all purposes of this Agreement and the other Loan Documents an Advance by such
Defaulting Lender made on the date of such setoff and application under the
Facility pursuant to which such Defaulted Advance was originally required to
have been made pursuant to Section 2.01. Such Advance shall be a Base Rate
Advance and shall be considered, for all purposes of this Agreement, to comprise
part of the Borrowing in connection with which such Defaulted Advance was
originally required to have been made pursuant to Section 2.01, even if the
other Advances comprising such Borrowing shall be Eurodollar Rate Advances on
the date such Advance is deemed to be made pursuant to this subsection (a). The
Borrower shall notify the Administrative Agent at any time the Borrower
exercises its right of setoff pursuant to this subsection (a) and shall set
forth in such notice (A) the name of the Defaulting Lender and the Defaulted
Advance required to be made by such Defaulting Lender and (B) the amount set off
and otherwise applied in respect of such Defaulted Advance pursuant to this
subsection (a). Any portion of such payment otherwise required to be made by the
Borrower to or for the account of such Defaulting Lender which is paid by the
Borrower, after giving effect to the amount set off and otherwise applied by the
Borrower pursuant to this subsection (a), shall be applied by the Administrative
Agent as specified in subsection (b) or (c) of this Section 2.14.

                  (b) If, at any time, (i) any of the Lender Parties shall be a
Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to
any of the Agents or any of the Lender Parties and (iii) the Borrower shall make
any payment hereunder or under any of the other Loan Documents to the
Administrative Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such other Agents or
such other Lender Parties and to the fullest extent permitted under applicable
law, apply at such time the amount so paid by the Borrower to or for the account
of such Defaulting Lender to the payment of each such Defaulted Amount to the
extent required to pay in full such Defaulted Amount. If the Administrative
Agent shall so apply any such amount to the payment of any such Defaulted Amount
on any date, the amount so applied by the Administrative Agent shall constitute
for all purposes of this Agreement and the other Loan Documents payment, to such
extent, of such Defaulted Amount on such date. Any such amount so applied by the
Administrative Agent shall be retained by the Administrative Agent or
distributed by the Administrative Agent to such other Agents or such other
Lender Parties, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the Administrative Agent, such other
Agents and such other Lender Parties and, if the amount of such payment made by
the Borrower shall at such time be insufficient to pay all Defaulted Amounts
owing to the Agents and the other Lender Parties at such time, then in the
following order of priority:
<PAGE>   70
                                      -67-


                  (A) first, to the Agents for any Defaulted Amount then owing
         to the Agents (solely in their capacities as Agents), ratably in
         accordance with the respective Defaulted Amounts owing to the Agents on
         such date;

                  (B) second, to the Swing Line Bank and the Issuing Bank for
         any Defaulted Amounts then owing to them (solely in their respective
         capacities as Swing Line Bank and Issuing Bank), ratably in accordance
         with the respective Defaulted Amounts owing to the Swing Line Bank and
         the Issuing Bank on such date; and

                  (C) third, to any of the other Lender Parties for any
         Defaulted Amounts then owing to such other Lender Parties, ratably in
         accordance with such respective Defaulted Amounts owing to such other
         Lender Parties on such date.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.14.

                  (c) If, at any time, (i) any Lender Party shall be a
Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance
or a Defaulted Amount and (iii) the Borrower, the Administrative Agent or any of
the other Lender Parties shall be required to pay or distribute any amount
hereunder or under any of the other Loan Documents to or for the account of such
Defaulting Lender, then the Borrower or such other Lender Party shall pay such
amount to the Administrative Agent to be held by the Administrative Agent, to
the fullest extent permitted under applicable law, in escrow or the
Administrative Agent shall, to the fullest extent permitted under applicable
law, hold in escrow such amount otherwise held by it. Any funds held by the
Administrative Agent in escrow under this subsection (c) shall be deposited by
the Administrative Agent in an account with NationsBank, in the name and under
the control of the Administrative Agent, but subject to the provisions of this
subsection (c). The terms applicable to such account, including the rate of
interest payable with respect to the credit balance of such account from time to
time, shall be NationsBank's standard terms applicable to escrow accounts
maintained with it. Any interest credited to such account from time to time
shall be held by the Administrative Agent in escrow under, and applied by the
Administrative Agent from time to time in accordance with the terms of, this
subsection (c). The Administrative Agent shall, to the fullest extent permitted
under applicable law, apply all funds so held in escrow from time to time to the
extent necessary to make any Advances required to be made by such Defaulting
Lender and to pay any amount payable by such Defaulting Lender hereunder and
under the other Loan Documents to the Administrative Agent, any of the other
Agents or any of the other Lender Parties, as and when such Advances or amounts
are required to be made or paid and, if the amount so held in escrow shall at
any time be insufficient to make and pay all such Advances and all such amounts
required to be made or paid to the Agents and the other Lender Parties at such
time, then in the following order of priority:

                  (A) first, to the Agents for any amounts then due and payable
         by such Defaulting Lender to the Agents (solely in their capacities as
         Agents) hereunder and under the other Loan Documents, ratably in
         accordance with such respective amounts due and payable to the Agents
         on such date;

                  (B) second, to the Swing Line Bank and the Issuing Bank for
         any amounts then due and payable by such Defaulting Lender to them
         (solely in their respective capacities as Swing Line Bank 
<PAGE>   71
                                      -68-


         and Issuing Bank) hereunder and under the other Loan Documents, ratably
         in accordance with such respective amounts due and payable to the Swing
         Line Bank and the Issuing Bank on such date;

                  (C) third, to any of the other Lender Parties for any amount
         then due and payable by such Defaulting Lender to such other Lender
         Parties hereunder and under the other Loan Documents, ratably in
         accordance with such respective amounts due and payable to such other
         Lender Parties on such date; and

                  (D) fourth, to the Borrower for any Advance then required to
         be made by such Defaulting Lender pursuant to one or more of the
         Commitments of such Defaulting Lender.

If any of the Lender Parties that is a Defaulting Lender shall, at any time,
cease to be a Defaulting Lender, any funds held by the Administrative Agent in
escrow at such time with respect to such Lender Party shall be distributed by
the Administrative Agent to such Lender Party and applied by such Lender Party
to the Obligations owing to such Lender Party at such time under or in respect
of this Agreement and the other Loan Documents, ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

                  (d) The rights and remedies against a Defaulting Lender under
this Section 2.14 are in addition to other rights and remedies that the Borrower
may have against such Defaulting Lender with respect to any Defaulted Advance
and that the Administrative Agent or any of the other Lender Parties may have
against such Defaulting Lender with respect to any Defaulted Amount.

                  SECTION 2.15. Use of Proceeds. The proceeds of the Advances
shall be available, and the Borrower hereby agrees that it shall use such
proceeds, solely to consummate the Restructuring, to pay certain fees and
expenses incurred in connection with the consummation of the Transaction and for
other general corporate purposes of the Borrower and its Subsidiaries not
otherwise prohibited under the terms of the Loan Documents. The Letters of
Credit shall be issued, and the Borrower hereby agrees that it shall request the
issuance of Letters of Credit, solely in support of the Obligations of the
Borrower or any of its Subsidiaries not otherwise prohibited under the Loan
Documents to a Person other than any of the Guaranteed Parties which has
extended credit or secured an Obligation on behalf of the Borrower or such
Subsidiary.

                                   ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of this
Agreement. This Agreement shall become effective on and as of the first date
(the "EFFECTIVE DATE") on which all of the following conditions precedent shall
have been satisfied:

                  (a) The Lender Parties shall be reasonably satisfied with the
         organizational and legal structure and capitalization of the Borrower
         and each of its Subsidiaries (including, without limitation, the terms
         and conditions of the Constitutive Documents and each class of Equity
         Interests in the Borrower and each such Subsidiary and of each
         agreement or instrument relating to such structure or capitalization).
         All of the Related Documents shall be in full force and effect in the
         form received by the Lender Parties on or prior to the Effective Date.
<PAGE>   72
                                      -69-


                  (b) All of the Governmental Authorizations, and all of the
         consents, approvals and authorizations of, notices and filings to or
         with, and other actions by, any other Person necessary in connection
         with any aspect of the Transaction, any of the Loan Documents or the
         Related Documents or any of the other transactions contemplated thereby
         shall have been obtained (without the imposition of any conditions that
         are not reasonably acceptable to the Lender Parties) and shall remain
         in full force and effect; all applicable waiting periods shall have
         expired without any action being taken by any competent authority; and
         no Requirement of Law shall be applicable in the reasonable judgment of
         the Lender Parties that restrains, prevents or imposes materially
         adverse conditions upon any aspect of the Transaction, any of the Loan
         Documents or the Related Documents or any of the other transactions
         contemplated thereby.

                  (c) Before giving effect and immediately after giving pro
         forma effect to the Transaction, no Material Adverse Change shall have
         occurred since December 31, 1997.

                  (d) There shall exist no action, suit, investigation,
         litigation, arbitration or proceeding pending or, to the best knowledge
         of the Borrower, threatened against or affecting the Borrower or any of
         its Subsidiaries or any of the property or assets thereof in any court
         or before any arbitrator or by or before any Governmental Authority of
         any kind (i) that, either individually or in the aggregate, is
         reasonably expected to have a Material Adverse Effect or to result in
         an Exclusion Event (other than, in all cases under this clause (i), the
         matters described on Schedule 3.01(d) hereto (the "DISCLOSED
         LITIGATION")) or (ii) which purports to affect the legality, validity,
         binding effect or enforceability of any aspect of the Transaction, any
         of the Loan Documents or the Related Documents or any of the other
         transactions contemplated thereby; and there shall have been no
         material and adverse change in the status, and no material and adverse
         change in the financial effect on the Borrower or any of its
         Subsidiaries, of any of the Disclosed Litigation from that described on
         Schedule 3.01(d) hereto.

                  (e) Each aspect of the Transaction shall have been consummated
         or shall be consummated on the Effective Date in compliance with all
         applicable Requirements of Law. All amounts other than principal owing
         by the Borrower or any of its Subsidiaries under the Existing Credit
         Agreement shall have been, or concurrently with the Initial Extensions
         of Credit made (or deemed to have been made) on the Effective Date
         shall be, paid in full, and all commitments of the Existing Lenders
         thereunder shall have been, or concurrently with the Initial Extensions
         of Credit made (or deemed to have been made) on the Effective Date
         shall be, terminated in accordance with the terms of the Existing
         Credit Agreement. After giving effect to the Transaction and all of the
         Borrowings to be made (or deemed to have been made) on the Effective
         Date, the aggregate Unused Revolving Credit Commitments shall be at
         least $200,000,000.

                  (f) All of the Indebtedness of the Borrower and its
         Subsidiaries in existence on the Effective Date other than the
         Surviving Indebtedness shall have been prepaid, redeemed or defeased in
         full or otherwise satisfied and extinguished, and all commitments
         therefor shall have been terminated; and all of the Surviving
         Indebtedness shall be on terms and conditions reasonably satisfactory
         to the Lender Parties.

                  (g) The representations and warranties contained in each of
         the Loan Documents shall be correct in all material respects on and as
         of the Effective Date, before and after giving effect to the Initial
         Extensions of Credit to be made (or deemed to have been made) on the
         Effective Date and to 
<PAGE>   73
                                      -70-


         the application of proceeds therefrom, as though made on and as of such
         date (other than any such representation and warranty that, by its
         terms, refers to a specific date other than the Effective Date, in
         which case, as of such specific date). No event shall have occurred and
         be continuing, or shall occur as a result of any of the Initial
         Extensions of Credit to be made on the Effective Date or the
         application of proceeds therefrom, that would constitute a Default.

                  (h) All of the accrued reasonable fees and expenses of the
         Agents and the Lender Parties (including, without limitation, all of
         the accrued reasonable fees and expenses of counsel for the
         Administrative Agent and local counsel for the Lender Parties) that are
         required to be paid by the Borrower or any of its Subsidiaries shall
         have been paid in full.

                  (i) The Administrative Agent shall have received on or before
         the Effective Date the following, each dated such date (unless
         otherwise specified), in form and substance reasonably satisfactory to
         the Lender Parties (unless otherwise specified) and (except for the
         Notes) in sufficient copies for each of the Lender Parties:

                           (i)   The Term A Notes, payable to the order of the
                  Term A Lenders, the Term B Notes, payable to the order of the
                  Term B Lenders, the Revolving Credit Notes, payable to the
                  order of the Revolving Credit Lenders, and the Swing Line
                  Note, payable to the order of the Swing Line Bank,
                  respectively.

                           (ii)  Certified copies of the resolutions of the
                  board of directors (or persons performing similar functions)
                  of the Borrower and each of the Material Subsidiaries
                  approving each of the Loan Documents to which it is or is to
                  be a party, the consummation of each aspect of the Transaction
                  involving or affecting the Borrower or such Material
                  Subsidiary and the other transactions contemplated by any of
                  the foregoing, and of all documents evidencing necessary
                  Governmental Authorizations, or other necessary consents,
                  approvals, authorizations, notices, filings or actions, with
                  respect to any of the Loan Documents to which it is or is to
                  be a party, the consummation of any aspect of the Transaction
                  involving or affecting the Borrower or such Material
                  Subsidiary or any of the other transactions contemplated by
                  any of the foregoing.

                           (iii) A copy of the certificate or articles of
                  incorporation (or similar Constitutive Document) of the
                  Borrower and each of the Material Subsidiaries, and each
                  amendment thereto, certified (as of a date reasonably near the
                  Effective Date) as being a true and complete copy thereof by
                  the Secretary of State (or similar Governmental Authority) of
                  the jurisdiction of organization of such Person or, if the
                  applicable Secretary of State (or similar Governmental
                  Authority) does not provide certification of the type of
                  similar Constitutive Document of any of the Material
                  Subsidiaries generally, certified as of the Effective Date as
                  being a true and complete copy thereof by the Secretary or
                  Assistant Secretary (or person performing similar functions)
                  of such Material Subsidiary.

                           (iv)  A copy of a certificate of the Secretary of
                  State (or equivalent Governmental Authority) of the
                  jurisdiction of organization of the Borrower and each of the
                  Material Subsidiaries, listing the certificate or articles of
                  incorporation (or similar Constitutive Document) of the
                  Borrower or such Material Subsidiary and each amendment
                  thereto on file 
<PAGE>   74
                                      -71-


                  in the office of such Secretary of State (or such Governmental
                  Authority) and certifying (A) that such amendments are the
                  only amendments to such Person's certificate or articles of
                  incorporation (or similar Constitutive Document) on file in
                  its office, (B) if customarily available in such jurisdiction,
                  that such Person has paid all franchise taxes (or the
                  equivalent thereof) to the date of such certificate and (C)
                  that such Person is duly organized and is in good standing
                  under the laws of the jurisdiction of its organization.

                           (v) Copies of certificates of the Secretary of State
                  (or the equivalent Governmental Authority) of each
                  jurisdiction in which the Borrower or any of the Material
                  Subsidiaries is qualified or licensed as a foreign
                  corporation, limited partnership or limited liability company,
                  except where the failure to so qualify or be licensed, either
                  individually or in the aggregate, is not reasonably expected
                  to have a Material Adverse Effect or to result in an Exclusion
                  Event, in each case dated reasonably near the Effective Date
                  and stating that such Person is duly qualified and in good
                  standing as a foreign corporation, limited partnership or
                  limited liability company and has filed all annual reports
                  required to be filed, and, if customarily available in such
                  jurisdiction, has paid all franchise taxes (or the equivalent
                  thereof) required to be paid, in such jurisdiction to the date
                  of such certificate.

                           (vi) A certificate of the Borrower and each of the
                  Material Subsidiaries, signed on behalf of the Borrower or
                  such Material Subsidiary by its President or a Vice President
                  and its Secretary or an Assistant Secretary (or the persons
                  performing similar functions), dated the Effective Date (the
                  statements made in which certificate shall be true on and as
                  of the Effective Date), certifying as to:

                                (A) the absence of any proceedings (either
                           pending or contemplated) for the dissolution,
                           liquidation or other termination of the existence of
                           the Borrower or such Material Subsidiary or any of
                           its Subsidiaries;

                                (B) the accuracy in all material respects of the
                           representations and warranties made by the Borrower
                           or such Material Subsidiary in the Loan Documents to
                           which it is or is to be a party as though made on and
                           as of the Effective Date, before and after giving
                           effect to the Initial Extensions of Credit and to the
                           application of proceeds therefrom;

                                (C) the absence of any event occurring and
                           continuing, or resulting from the Initial Extensions
                           of Credit or the application of proceeds therefrom,
                           that would constitute a Default; and

                                (D) the satisfaction of the conditions precedent
                           set forth in subsections (c), (e), (f) and (h) of
                           this Section 3.01.

                           (vii) A certificate of the Secretary or an Assistant
                  Secretary (or a person performing similar functions) of the
                  Borrower and each of the Material Subsidiaries certifying as
                  to:
<PAGE>   75
                                      -72-


                                (A) the absence of any amendments to the
                           certificate or articles of incorporation (or similar
                           Constitutive Document) of the Borrower or such
                           Material Subsidiary since the date of the Secretary
                           of State's (or equivalent Governmental Authority's),
                           or the Secretary's or Assistant Secretary's (or
                           equivalent person's) certificate referred to in
                           clause (iv) of this Section 3.01(i), or any steps
                           taken by the board of directors (or persons
                           performing similar functions) or the shareholders,
                           partners, members or equivalent persons of the
                           Borrower or such Material Subsidiary to effect or
                           authorize any further amendment, supplement or other
                           modification thereto;

                                (B) the accuracy and completeness of the bylaws
                           (or similar Constitutive Documents) of the Borrower
                           or such Material Subsidiary as in effect on the date
                           on which the resolutions of the board of directors
                           (or persons performing similar functions) of the
                           Borrower or such Material Subsidiary referred to in
                           clause (ii) of this Section 3.01(i) were adopted and
                           on the Effective Date (a copy of which shall be
                           attached to such certificate); and

                                (C) the names and true signatures of the
                           officers of the Borrower or such Material Subsidiary
                           authorized to sign each of the Loan Documents to
                           which it is or is to be a party and the other
                           agreements, instruments and documents to be delivered
                           hereunder and thereunder.

                           (viii) A guarantee, in substantially the form of
                  Exhibit D hereto (together with each Guarantee Supplement
                  delivered pursuant to Section 5.02(k), in each case as
                  amended, supplemented or otherwise modified hereafter from
                  time to time in accordance with the terms thereof and Section
                  8.01, the "SUBSIDIARIES GUARANTEE"), duly executed by each of
                  the wholly owned Domestic Subsidiaries.

                           (ix)   A certificate of the Borrower, in 
                  substantially the form of Exhibit E hereto, duly executed by
                  the chief financial officer thereof, attesting to the Solvency
                  of the Borrower and its Subsidiaries, taken as a whole,
                  immediately before and immediately after giving pro forma
                  effect to the Transaction and the other transactions
                  contemplated by this Agreement and the other Loan Documents.

                           (x)    Copies, certified by a Responsible Officer of 
                  the Borrower, of each of the Related Documents, duly executed
                  by each of the parties thereto, together with all agreements,
                  instruments and other documents (other than closing
                  certificates, opinions and other similar documents) delivered
                  in connection therewith.

                           (xi)   Copies, certified by a Responsible Officer of
                  the Borrower, of all of the agreements, instruments and other
                  documents (other than closing certificates, opinions and other
                  similar documents) evidencing or setting forth the terms and
                  conditions of each item of the Surviving Indebtedness that is
                  outstanding or has commitments for the extension of credit on
                  the Effective Date in an aggregate amount of at least
                  $5,000,000.
<PAGE>   76
                                      -73-


                           (xii)   Copies, certified by a Responsible Officer of
                  the Borrower, of (A) the audited Consolidated financial
                  statements of the Borrower and its Subsidiaries for the Fiscal
                  Year ended December 31, 1997, accompanied by an unqualified
                  opinion of Ernst & Young LLP, independent accountants of the
                  Borrower, (B) the unaudited financial statements of the
                  Borrower and its Subsidiaries for the Fiscal Quarter ended
                  March 31, 1998, duly certified by a Responsible Officer of the
                  Borrower, and (C) forecasts prepared by management of the
                  Borrower, in form and substance reasonably satisfactory to the
                  Lender Parties, of balance sheets, income statements and cash
                  flow statements on a quarterly basis for the Fiscal Year in
                  which the Effective Date occurs and on an annual basis for
                  each Fiscal Year thereafter through the scheduled final
                  Termination Date.

                           (xiii)  Evidence of all of the insurance of the
                  Borrower and its Subsidiaries required to be maintained
                  thereby under Section 5.01(c).

                           (xiv)   A duly completed and executed Notice of
                  Borrowing for each Borrowing to be made (or deemed to have
                  been made) on the Effective Date and Notice of Issuance for
                  each Letter of Credit to be issued on the Effective Date.

                           (xv)    A favorable opinion of Haskell Slaughter &
                  Young, L.L.C., counsel for the Loan Parties, in substantially
                  the form of Exhibit F-1 hereto, and addressing such other
                  matters as any of the Lender Parties through the
                  Administrative Agent may reasonably request.

                           (xvi)   A favorable opinion of special New York
                  counsel for the Loan Parties reasonably acceptable to the
                  Administrative Agent, in substantially the form of Exhibit F-2
                  hereto, and addressing such other matters as any of the Lender
                  Parties through the Administrative Agent may reasonably
                  request.

                           (xvii)  A favorable opinion of special counsel for 
                  the Loan Parties reasonably acceptable to the Administrative
                  Agent in the States of California, Connecticut, Florida and
                  Tennessee, in substantially the form of Exhibits F-3 through
                  F-6 hereto, and addressing such other matters as any of the
                  Lender Parties through the Administrative Agent may reasonably
                  request.

                           (xviii) A favorable opinion of Shearman & Sterling,
                  counsel for the Administrative Agent, in form and substance
                  satisfactory to the Administrative Agent.

                  SECTION 3.02. Conditions Precedent to Each Borrowing, Issuance
and Renewal. The obligation of each of the Appropriate Lenders to make an
Advance (other than a Swing Line Advance made by any of the Revolving Credit
Lenders pursuant to Section 2.02(b)(ii)) and a Letter of Credit Advance made by
the Issuing Bank or any of the Revolving Credit Lenders pursuant to Section
2.03(c)(i) on the occasion of each Borrowing (including the initial Borrowing),
and the right of the Borrower to request a Swing Line Borrowing, and the
obligation of the Issuing Bank to issue a Letter of Credit (including the
initial issuance thereof) or to renew a Letter of Credit, shall be subject to
the further conditions precedent that on the date of such Borrowing, issuance or
renewal (a) the following statements shall be true (and each of the giving of
the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of
Issuance or Notice of Renewal 
<PAGE>   77
                                      -74-


by the Borrower and the acceptance by the Borrower of the proceeds of such
Borrowing or of such Letter of Credit or the renewal of such Letter of Credit,
as the case may be, shall constitute a representation and warranty by the
Borrower that, both on the date of such notice and on the date of such
Borrowing, issuance or renewal, such statements are true):

                  (i)  the representations and warranties contained in each of
         the Loan Documents are correct in all material respects on and as of
         such date, before and after giving effect to such Borrowing, issuance
         or renewal and to the application of the proceeds, if any, therefrom,
         as though made on and as of such date (except (A) for any such
         representation and warranty that, by its terms, refers to a specific
         date other than the date of such Borrowing, issuance or renewal, in
         which case as of such specific date, and (B) that the Consolidated
         financial statements of the Borrower and its Subsidiaries referred to
         in Sections 4.01(f) and 4.01(g) shall be deemed at any time and from
         time to time after the Effective Date 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 date of such
         Borrowing, issuance or renewal); and

                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing, issuance or renewal, or from the application of
         the proceeds, if any, therefrom, that constitutes a Default;

and (b) the Administrative Agent shall have received such other approvals,
authorizations, opinions, documents and information as any of the Appropriate
Lenders (or, in the case of any Swing Line Advance, the Swing Line Bank or, in
the case of the issuance or renewal of a Letter of Credit, the Issuing Bank)
through the Administrative Agent may reasonably request.

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each of
the Lender Parties shall be deemed to have consented to, approved or accepted or
to be satisfied with each document or other matter required thereunder to be
consented to or approved by, or acceptable or satisfactory to, the Lender
Parties unless an officer of the Administrative Agent responsible for the
transactions contemplated by the Loan Documents shall have received notice from
such Lender Party prior to the Effective Date specifying its objection thereto
and, if any such Lender has a Commitment on such date under any of the
Facilities under which a Borrowing is to be made (or deemed to have been made)
on such date, such Lender Party shall not have made available to the
Administrative Agent such Lender Party's Pro Rata Share of such Borrowing.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties. The Borrower
hereby represents and warrants as follows:

                  (a) The Borrower and each of its Subsidiaries (i) are
         corporations, limited partnerships or limited liability companies duly
         organized and validly existing under the laws of the jurisdictions
<PAGE>   78
                                      -75-


         of their respective organization and, in the case of the Borrower and
         each such Subsidiary organized under the laws of any state of the
         United States of America, are in good standing under the laws of such
         jurisdiction and (ii) are duly qualified as foreign corporations,
         limited partnerships or limited liability companies and are in good
         standing in each other jurisdiction in which the ownership, lease or
         operation of their respective property and assets or the conduct of
         their respective businesses require them to so qualify or be licensed,
         except, solely in the case of this clause (ii), where the failure to so
         qualify or be licensed or to be in good standing, either individually
         or in the aggregate, is not reasonably expected to have a Material
         Adverse Effect or to result in an Exclusion Event. The Borrower and
         each of its Subsidiaries have all of the requisite power and authority,
         and the legal right, to own or lease and to operate all of the property
         and assets they purport to own, lease or operate and to conduct all of
         their respective businesses as now conducted and as proposed to be
         conducted. Each of the Loan Parties has all of the requisite power and
         authority, and the legal right, to execute and deliver each of the Loan
         Documents and the Related Documents to which it is or is to be a party,
         to perform all of its Obligations hereunder and thereunder and to
         consummate the Transaction and all of the other transactions
         contemplated hereby and thereby.

                  (b) Set forth on Schedule 4.01(b) hereto is a complete and
         accurate list of all of the Subsidiaries of the Borrower as of the date
         of this Agreement, showing, as to each such Subsidiary, the correct
         legal name thereof, the legal structure thereof, the jurisdiction of
         its organization, the number and type of each class of its Equity
         Interests authorized and the number outstanding, and the percentage of
         each such class of its Equity Interests outstanding on such date that
         are owned by any of the Loan Parties, and stating, as of such date,
         whether or not such Subsidiary constitutes a Material Subsidiary.
         Except as set forth on Schedule 4.01(b) hereto, as of the date of this
         Agreement, all of the outstanding Equity Interests in each of the
         Subsidiaries of the Borrower are owned directly or indirectly by one or
         more of the Loan Parties, free and clear of all Liens (including,
         without limitation, preemptive or other similar rights of the holders
         thereof). All of the outstanding Equity Interests in the Borrower and
         each of its Subsidiaries have been validly issued and are fully paid
         and nonassessable.

                  (c) The execution, delivery and performance by each of the
         Loan Parties of each of the Loan Documents and the Related Documents to
         which it is or is to be a party, and the consummation of the
         Transaction and the other transactions contemplated hereby and thereby,
         have been duly authorized by all necessary action (including, without
         limitation, all necessary shareholder, partner, member or other similar
         action) and do not:

                           (i) contravene the Constitutive Documents of such
                  Loan Party;

                           (ii) violate any Requirement of Law;

                           (iii) conflict with or result in the breach of, or
                  constitute a default under, any loan agreement, indenture,
                  mortgage, deed of trust, lease, instrument, contract or other
                  agreement binding on or affecting such Loan Party, any of its
                  Subsidiaries or any of their respective property or assets; or

                           (iv) result in or require the creation or imposition
                  of any Lien upon or with respect to any of the property or
                  assets of such Loan Party or any of its Subsidiaries.
<PAGE>   79
                                      -76-


         Neither any of the Loan Parties nor any of their respective
         Subsidiaries is in violation of any Requirement of Law or in breach of
         any loan agreement, indenture, mortgage, deed of trust, lease,
         instrument, contract or other agreement referred to in the immediately
         preceding sentence, the violation or breach of which, either
         individually or in the aggregate, is reasonably expected to have a
         Material Adverse Effect or to result in an Exclusion Event.

                  (d) The Borrower and each of its Subsidiaries own or possess
         all of the Governmental Authorizations that are necessary to own or
         lease and operate their respective property and assets and to conduct
         their respective businesses as now conducted and as proposed to be
         conducted, except where and to the extent that the failure to obtain or
         maintain in effect any such Governmental Authorization, either
         individually or in the aggregate, is not reasonably expected to have a
         Material Adverse Effect. Neither the Borrower nor any of its
         Subsidiaries has received any notice relating to or threatening the
         revocation, termination, cancellation, denial, impairment or
         modification of any such Governmental Authorization, or is in violation
         or contravention of, or in default under, any such Governmental
         Authorization, except where and to the extent that any such revocation,
         termination, cancellation, denial, impairment or modification, either
         individually or in the aggregate, is not reasonably expected to have a
         Material Adverse Effect. No Governmental Authorization and no consent,
         approval or authorization of, or notice to or filing with, or other
         action by, any other Person is required for the due execution, delivery
         or performance by any of the Loan Parties of any of the Loan Documents
         or the performance by any of the Loan Parties of the Related Documents
         to which it is or is to be a party, or for the consummation of any
         aspect of the Transaction or the other transactions contemplated hereby
         or thereby, except for the Governmental Authorizations, and the
         consents, approvals, authorizations, notices, filings and other
         actions, described on Schedule 4.01(d) hereto. All of the Governmental
         Authorizations and the consents, approvals, authorizations, notices,
         filings and other actions described on Schedule 4.01(d) hereto have
         been duly obtained, taken, given or made or will have been duly
         obtained, taken, given or made on or prior to the Effective Date and
         are, or on the Effective Date will be, in full force and effect. All
         applicable waiting periods in connection with each aspect of the
         Transaction and the other transactions contemplated hereby and thereby
         have expired without any action having been taken by any competent
         authority restraining, preventing or imposing materially adverse
         conditions upon any aspect of the Transaction or the rights of the
         Borrower or any of its Subsidiaries freely to transfer or otherwise
         dispose of, or to create any Lien on, any property or assets now owned
         or hereafter acquired by any of them.

                  (e) This Agreement has been, and each of the Notes and each of
         the other Loan Documents when delivered hereunder will have been, duly
         executed and delivered by each of the Loan Parties intended to be a
         party thereto. This Agreement is, and each of the Notes and each of the
         other Loan Documents when delivered hereunder will be, the legal, valid
         and binding obligations of each of the Loan Parties intended to be a
         party thereto, enforceable against such Loan Party in accordance with
         their respective terms, except to the extent such enforceability may be
         limited by the effect of applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting the
         enforcement of creditors' rights generally or by general principles of
         equity.

                  (f) The Consolidated balance sheets of the Borrower and its
         Subsidiaries as of December 31, 1996 and December 31, 1997, and the
         related Consolidated statements of operations and cash flow, and
         changes in stockholders' equity, of the Borrower and its Subsidiaries
         for the respective Fiscal Years then ended, in each case including the
         schedules and notes thereto and 
<PAGE>   80
                                      -77-


         accompanied by an opinion of Ernst & Young LLP, the independent public
         accountants of the Borrower, copies of all of which have been furnished
         to the Lender Parties, fairly present the Consolidated financial
         condition of the Borrower and its Subsidiaries as at such dates and the
         Consolidated results of operations and cash flow of the Borrower and
         its Subsidiaries for the respective periods ended on such dates. All of
         the Consolidated financial statements referred to above in this Section
         4.01(f), including the schedules and notes thereto, have been prepared
         in accordance with generally accepted accounting principles applied
         consistently throughout the respective periods covered thereby. Neither
         the Borrower nor any of its Subsidiaries has any material indebtedness
         or other material fixed or contingent liabilities, material liabilities
         for taxes, unusual forward or long-term material commitments or
         anticipated material losses from any unfavorable commitments, except as
         referred to, or reflected or provided for in, the Consolidated
         financial statements provided to the Lender Parties hereunder or under
         subsection (g) of this Section 4.01.

                  (g) The Consolidated balance sheet of the Borrower and its
         Subsidiaries as of March 31, 1998, and the related Consolidated
         statements of operations and cash flow, and changes in stockholders'
         equity, of the Borrower and its Subsidiaries for the three-month period
         then ended, duly certified by a Responsible Officer of the Borrower,
         copies of all of which have been furnished to the Lender Parties,
         fairly present, subject to normal year-end audit adjustments, the
         Consolidated financial condition of the Borrower and its Subsidiaries
         as at such date and the Consolidated results of operations and cash
         flow of the Borrower and its Subsidiaries for the period ended on such
         date. All of the Consolidated financial statements referred to above in
         this Section 4.01(g) have been prepared, subject to normal year-end
         audit adjustments and the absence of notes thereto, in accordance with
         generally accepted accounting principles applied consistently
         throughout the period covered thereby.

                  (h) The forecasted Consolidated balance sheets, statements of
         operations and cash flow statements of the Borrower and its
         Subsidiaries delivered to the Lender Parties pursuant to Section
         3.01(i)(xii)(C) or 5.03(e) were prepared in good faith on the basis of
         the assumptions stated therein, which assumptions were reasonable in
         the light of conditions existing at the time of delivery of such
         forecasts, and represented, at the time of delivery thereof to the
         Lender Parties, the Borrower's reasonable estimate of its future
         financial performance (although the actual results during the periods
         covered by such forecasts may differ from the forecasted results).

                  (i) The Information Memorandum and all of the other
         information (other than financial projections and pro forma
         information) furnished by or on behalf of the Borrower or any of its
         Subsidiaries to any of the Agents or any of the Lender Parties or any
         of their representatives or advisors in connection with the Loan
         Documents or the Related Documents or any aspect of the Transaction or
         any of the other transactions contemplated hereby or thereby does not
         contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made therein, in light
         of the circumstances in which any such statements were made, not
         misleading. No fact, event, condition or circumstance is known to any
         of the Loan Parties which is reasonably expected to have a Material
         Adverse Effect or to result in an Exclusion Event, which has not been
         set forth herein, in the financial statements referred to in subsection
         (f) or (g) of this Section 4.01 or in writing to the Agents and the
         Lender Parties prior to the Initial Extensions of Credit.

                  (j) There is no action, suit, investigation, litigation,
         arbitration or proceeding pending or, to the best knowledge of the
         Borrower, threatened against or affecting the Borrower or any of its
         Subsidiaries or any of the property or assets thereof in any court or
         before any arbitrator or by or 
<PAGE>   81
                                      -78-


         before any Governmental Authority of any kind (i) that, either
         individually or in the aggregate, is reasonably expected to have a
         Material Adverse Effect or to result in an Exclusion Event (other than,
         in all cases under this clause (i), the Disclosed Litigation) or (ii)
         which purports to affect the legality, validity, binding effect or
         enforceability of any aspect of the Transaction, any of the Loan
         Documents or the Related Documents or any of the other transactions
         contemplated thereby; and there shall have been no material and adverse
         change in the status, and no material and adverse change in the
         financial effect on the Borrower or any of its Subsidiaries, of any of
         the Disclosed Litigation from that described on Schedule 3.01(d)
         hereto.

                  (k) The Borrower and each of its Subsidiaries have good and
         sufficient title to, or a valid and enforceable leasehold interest in,
         all of the property and assets (real and personal) purported to be
         owned by them (other than property and assets that, both individually
         and in the aggregate, are not material to the business, financial
         condition or operations of the Borrower or the Subsidiary thereof that
         owns them), in each case free and clear of all Liens other than the
         Liens expressly permitted under this Agreement. All of the material
         leases under which the Borrower or any of its Subsidiaries is a lessor
         or a lessee are valid and subsisting and are in full force and effect.

                  (l) The Borrower and each of its Subsidiaries own or have the
         legal right to use all of the patents, licenses, franchises,
         copyrights, service marks, trademarks, trade secrets and trade names
         (or other rights thereto) that are necessary to own or lease and
         operate their respective property and assets and to conduct their
         respective businesses as now conducted and as proposed to be conducted,
         without known conflict with the rights of any other Person (other than
         patents, licenses, franchises, copyrights, service marks, trademarks,
         trade secrets and trade names (or other rights thereto) that, both
         individually and in the aggregate, are not material to the business,
         financial condition or operations of the Borrower or the Subsidiary
         thereof that owns or otherwise possesses them). No action, suit,
         investigation, litigation, arbitration or proceeding is pending or, to
         the best knowledge of the Borrower, threatened challenging the use by
         the Borrower or any of its Subsidiaries of any such patent, license,
         franchise, copyright, service mark, trademark, trade secret, trade name
         or other right, or the validity or effectiveness thereof, except for
         any such action, suit, investigation, litigation, arbitration or
         proceeding that, either individually or in the aggregate, is not
         reasonably expected to have a Material Adverse Effect.

                  (m) None of the proceeds of any Advance or the drawings under
         any Letter of Credit will be used to acquire any equity security of a
         class which is registered pursuant to Section 12 of the Exchange Act.
         Neither the Borrower nor any of its Subsidiaries is engaged in the
         business of extending credit for the purpose of purchasing or carrying
         any "margin stock" (within the meaning of Regulation U of the Board of
         Governors of the Federal Reserve System (12 CFR 207)). None of the
         proceeds of any Advance or the drawings under any Letter of Credit will
         be used to purchase or carry any margin stock or to extend credit to
         others for the purpose of purchasing or carrying margin stock.

                  (n) Neither the Borrower nor any of its Subsidiaries is an
         "investment company" or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company" (each as defined
         in the Investment Company Act of 1940, as amended). None of the making
         (or deemed making) of any Advance, the issuance (or deemed issuance) of
         any Letter of Credit or the application of the proceeds therefrom, or
         the repayment of any Advance by the Borrower, or the consummation of
         the Transaction or any of the other transactions contemplated hereby,
         will violate any provision of the Investment Company Act of 1940, as
         amended, or any rule, regulation or order of the Securities 
<PAGE>   82
                                      -79-


         and Exchange Commission thereunder. Neither the Borrower nor any of its
         Subsidiaries is a "holding company" or an "affiliate" of a "holding
         company" or a "subsidiary company" of a "holding company" within the
         meaning of the Public Utility Holding Company Act of 1935, as amended.

                  (o) The Borrower is, individually and together with its
         Subsidiaries, taken as a whole, Solvent.

                  (p) Neither the Borrower nor any of its Subsidiaries is a
         party to any loan agreement, indenture, mortgage, deed of trust, lease,
         instrument, contract or other agreement or is subject to any
         restriction in its Constitutive Documents or any other corporate,
         partnership, limited liability company or similar restriction that,
         either individually or in the aggregate, is reasonably expected to have
         a Material Adverse Effect or to result in an Exclusion Event.

                  (q) Neither the business nor the property or assets of the
         Borrower or any of its Subsidiaries have been affected by any fire,
         explosion, accident, strike, lockout or other labor dispute, drought,
         storm, hail, earthquake, embargo or other act of God or of the public
         enemy or other casualty (whether or not covered by insurance) that,
         either individually or in the aggregate, is reasonably expected to have
         a Material Adverse Effect.

                  (r) Except as, either individually or in the aggregate, is not
         reasonably expected to have a Material Adverse Effect, there is (i) no
         unfair labor practice complaint pending or, to the best knowledge of
         the Borrower, threatened against the Borrower or any of its
         Subsidiaries by or before any Governmental Authority, and no grievance
         or arbitration proceeding pending or, to the best knowledge of the
         Borrower, threatened against the Borrower or any of its Subsidiaries
         which arises out of or under any collective bargaining agreement, (ii)
         no strike, labor dispute, slowdown, stoppage or similar action or
         grievance pending or, to the best knowledge of the Borrower, threatened
         against the Borrower or any of its Subsidiaries and (iii) to the best
         knowledge of the Borrower, no union representation question existing
         with respect to the employees of the Borrower or any of its
         Subsidiaries and no union organizing activity taking place with respect
         to any of the employees of any of them.

                  (s) No ERISA Event has occurred or is reasonably expected to
         occur with respect to any Plan that, either individually or in the
         aggregate, has resulted or is reasonably expected to result in any
         material liability of any of the Loan Parties or any of the ERISA
         Affiliates. Schedule B (Actuarial Information) to the most recent
         annual report (form 5500 series) for each of the Plans, copies of which
         have been filed with the Internal Revenue Service and furnished to the
         Lender Parties, is complete and accurate and fairly presents the
         funding status of such Plan; and, since the date of such Schedule B,
         there has been no material adverse change in the funding status of such
         Plan. Neither any of the Loan Parties nor any of the ERISA Affiliates
         (i) has incurred or is reasonably expected to incur any Withdrawal
         Liability to any Multiemployer Plan or (ii) has been notified by the
         sponsor of a Multiemployer Plan that such Multiemployer Plan is in
         reorganization or has been terminated, within the meaning of Title IV
         of ERISA, and no such Multiemployer Plan is reasonably expected to be
         in reorganization or to be terminated, within the meaning of Title IV
         of ERISA.

                  (t) The operations and properties of the Borrower and each of
         its Subsidiaries comply in all material respects with all applicable
         Environmental Laws and Environmental Permits; all past noncompliance
         with such Environmental Laws and Environmental Permits has been
         resolved without 
<PAGE>   83
                                      -80-


         any material ongoing obligations or costs; all Environmental Permits
         that are necessary for the operations or properties of the Borrower or
         any of its Subsidiaries in any material respect have been obtained and
         are in full force and effect; and no circumstance exists that, either
         individually or in the aggregate, is reasonably expected to (i) form
         the basis of an Environmental Action against the Borrower or any of its
         Subsidiaries or any of the properties thereof that, either individually
         or in the aggregate, is reasonably expected to have a Material Adverse
         Effect or (ii) cause any such property to be subject to any
         restrictions on ownership, occupancy, use or transferability under any
         Environmental Law that, either individually or in the aggregate, is
         reasonably expected to have a Material Adverse Effect.

                  (u) (i) None of the properties owned or operated by the
         Borrower or any of its Subsidiaries is listed or proposed for listing
         on the NPL or on the CERCLIS or any analogous foreign, state or local
         list or, to the best knowledge of the Borrower, is adjacent to any such
         property; and (ii) except as, either individually or in the aggregate,
         is not reasonably expected to have a Material Adverse Effect, (A) there
         are no, and never have been any, underground or aboveground storage
         tanks or any surface impoundments, septic tanks, pits, sumps or lagoons
         in which Hazardous Materials are being or have been treated, stored or
         disposed of on any property owned or operated by the Borrower or any of
         its Subsidiaries or, to the best knowledge of the Borrower, on any
         property formerly owned or operated by the Borrower or any of its
         Subsidiaries, (B) there is no asbestos or asbestos-containing material
         on any property owned or operated by the Borrower or any of its
         Subsidiaries and (C) Hazardous Materials have not been released,
         discharged or disposed of on any property owned or operated by the
         Borrower or any of its Subsidiaries.

                  (v) Neither the Borrower nor any of its Subsidiaries is
         undertaking, either individually or together with other potentially
         responsible parties, any investigation or assessment or remedial or
         response action relating to any actual or threatened release, discharge
         or disposal of Hazardous Materials at any site, location or operation,
         either voluntarily or pursuant to the order of any Governmental
         Authority or the requirements of any Environmental Law. All Hazardous
         Materials generated, used, treated, handled or stored at, or
         transported to or from, any property owned or operated by the Borrower
         or any of its Subsidiaries have been disposed of in a manner that,
         either individually or in the aggregate, is not reasonably expected to
         result in material liability to the Borrower or any of its
         Subsidiaries.

                  (w) The Borrower and each of its Subsidiaries have filed, have
         caused to be filed or have been included in all tax returns, reports
         and statements (federal, state, local and foreign) required to be filed
         and have paid all taxes, assessments, levies, fees and other charges
         shown thereon (or on any assessments received by any such Person or of
         which any such Person has been notified) to be due and payable,
         together with applicable interest and penalties, except for any such
         taxes, assessments, levies, fees and other charges the amount,
         applicability or validity of which is being contested in good faith and
         by appropriate proceedings diligently conducted and with respect to
         which the Borrower or such Subsidiary, as the case may be, has
         established appropriate and adequate reserves in accordance with GAAP.
         All of the tax returns, reports and statements referred to in the
         immediately preceding sentence have been prepared in good faith and are
         complete and accurate in all material respects for the Borrower and its
         Subsidiaries for the respective periods covered thereby.

                  (x) Set forth on Part A of Schedule 4.01(x) hereto is a
         complete and accurate list, as of the date of this Agreement, of each
         of the Open Years of the Borrower and each of its Subsidiaries. 
<PAGE>   84
                                      -81-


         There are no adjustments to (i) the federal income tax liability
         (including, without limitation, interest and penalties) of the Borrower
         or any of its Subsidiaries proposed in writing by the Internal Revenue
         Service with respect to Open Years or (ii) any foreign, state or local
         tax liability (including, without limitation, interest and penalties)
         of the Borrower or any of its Subsidiaries proposed in writing by any
         foreign, state or local taxation authority or other Governmental
         Authority that, in the aggregate for clauses (i) and (ii) of this
         sentence, would exceed $50,000,000. No issue has been raised by the
         Internal Revenue Service in respect of Open Years or by any such
         foreign, state or local taxation authorities or other Governmental
         Authorities that, either individually or in the aggregate, is
         reasonably expected to have a Material Adverse Effect. Except as set
         forth on Part B of Schedule 4.01(x) hereto, neither the Borrower nor
         any of its Subsidiaries has entered into an agreement or waiver or been
         requested to enter into an agreement or waiver extending any statute of
         limitations relating to the assessment, reassessment, payment or
         collection of taxes of the Borrower or any such Subsidiary, or is aware
         of any circumstances that would cause the taxable years or other
         taxable periods of the Borrower or any such Subsidiary to no longer be
         subject to the normally applicable statute of limitations. Neither the
         Borrower nor any of its Subsidiaries has provided, with respect to
         itself or any property held by it, any consent under Section 341(f) of
         the Internal Revenue Code.

                  (y) Set forth on Schedule 4.01(y) hereto is a complete and
         accurate list, as of the date of this Agreement, of all of the
         Indebtedness of the Borrower and its Subsidiaries in existence on the
         Effective Date, and not prepaid, redeemed or defeased in full or
         otherwise satisfied and extinguished prior to or concurrently with the
         Initial Extensions of Credit (collectively, the "SURVIVING
         INDEBTEDNESS"), showing, as of such date, the Borrower and/or each of
         its Subsidiaries party thereto and the principal amount outstanding
         thereunder and, in the case of each such item of Surviving Indebtedness
         that is outstanding or has commitments for the extension of credit in
         an aggregate amount of at least $5,000,000, the interest rate thereon,
         the scheduled maturity date thereof and the amortization schedule, if
         any, therefor.

                  (z) Set forth on Schedule 4.01(z) hereto is a complete and
         accurate list, as of the date of this Agreement, of all of the
         Investments (other than cash and Cash Equivalents and intercompany
         Investments expressly permitted under Section 5.02(e)(iii)) held by the
         Borrower or any of its Subsidiaries, showing, as of such date, the
         amount, the obligor or issuer thereof and the maturity, if any,
         thereof.

                  (aa) The property and assets of the Material Subsidiaries,
         taken as a whole, constitute at least 80% of the Consolidated Total
         Assets of the Borrower and its Subsidiaries and the net income (or net
         loss) of the Material Subsidiaries, taken as a whole, constitutes at
         least 80% of the Consolidated Net Income of the Borrower and its
         Subsidiaries.

                  (bb) The Borrower, on behalf of itself and its Subsidiaries,
         (i) has initiated a review and assessment of all areas within its and
         each of its Subsidiaries' business and operations (including those
         affected by suppliers, vendors and customers) that are reasonably
         expected to be adversely affected in any material respect by the risk
         that computer applications used by the Borrower or any of its
         Subsidiaries (or by their respective suppliers, vendors and customers)
         may be unable to recognize and perform properly date-sensitive
         functions involving certain dates prior to and any date after December
         31, 1999 (collectively, the "YEAR 2000 PROBLEM"), (ii) has developed a
         plan and timeline for addressing the Year 2000 Problem on a timely
         basis and (iii) has implemented such plan to date in accordance with
         such timetable. Based on the foregoing, the Borrower believes that all
         computer 
<PAGE>   85
                                      -82-


         applications (including those of its and each of its Subsidiary's
         suppliers, vendors and customers) that are material to its or any of
         its Subsidiaries' business and operations are reasonably expected on a
         timely basis to be able to perform properly date-sensitive functions
         for all dates before and after January 1, 2000, except to the extent
         that a failure to do so, either individually or in the aggregate, is
         not reasonably expected to have Material Adverse Effect.


                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any of the
Advances or any of the other Obligations of any Loan Party under or in respect
of any of the Loan Documents shall remain unpaid, any of the Letters of Credit
shall remain outstanding or any of the Lender Parties shall have any Commitment
hereunder, the Borrower will, at all times:

                  (a) Compliance with Laws, Maintenance of Governmental
         Authorizations, Etc. (i) Comply, and cause each of its Subsidiaries to
         comply, in all material respects, with all applicable Requirements of
         Law, such compliance to include, without limitation, compliance with
         ERISA, all Environmental Laws and the Racketeer Influenced and Corrupt
         Organizations Chapter of the Organized Crime Control Act of 1970 and
         with Titles XVIII and XIX of the Social Security Act and all
         regulations applicable to the Medicare and Medicaid programs and any
         comparable programs administered by any Governmental Authority in any
         state or other political subdivision of the United States of America,
         and (ii) except as provided in Section 5.01(d), obtain and maintain in
         effect all Governmental Authorizations that are necessary (A) to own or
         lease and operate their respective property and assets and to conduct
         their respective businesses as now conducted and as proposed to be
         conducted, except where and to the extent that the failure to obtain or
         maintain in effect any such Governmental Authorization, either
         individually or in the aggregate, is not reasonably expected to have a
         Material Adverse Effect, or (B) for the due execution, delivery or
         performance by the Borrower or any of its Subsidiaries of any of the
         Loan Documents or the Related Documents to which it is or is to be a
         party, or for the consummation of any aspect of the Transaction or any
         of the other transactions contemplated hereby and thereby.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, to the extent due and payable
         and before the same shall become delinquent, (i) all taxes,
         assessments, reassessments, levies and other governmental charges
         imposed upon it or upon its property, assets, income or franchises and
         (ii) all lawful claims that, if unpaid, might by law become a Lien upon
         its property and assets or any part thereof; provided, however, that
         neither the Borrower nor any of its Subsidiaries shall be required to
         pay or discharge any such tax, assessment, reassessment, levy, charge
         or claim the amount, applicability or validity of which is being
         contested in good faith and by proper proceedings diligently conducted
         and as to which appropriate and adequate reserves are being maintained
         in accordance with GAAP, unless and until (i) such contest could
         subject the Borrower or any of its Subsidiaries to any criminal penalty
         or liability or any of the Agents or any of the Lender Parties to any
         criminal penalty or liability or (except for nonmaterial fines for
         which such Agent or such Lender Party is fully indemnified under
         Section 8.04) any civil penalty or liability or (ii) any Lien resulting
         therefrom attaches to its property and assets and becomes enforceable
         by its creditors.
<PAGE>   86
                                      -83-


                  (c) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance for their respective properties,
         assets and businesses (i) with insurance companies or associations that
         have, or that have directly reinsured such insurance with insurance
         companies or associations that have, an A.M. Best Company claims paying
         ability rating of at least "A-" (or the then equivalent rating) and
         (ii) of such types (including, without limitation, insurance against
         theft and fraud and against loss or damage by fire, explosion or hazard
         of or to property, general public liability insurance and medical
         malpractice insurance), in such amounts and with such deductibles,
         covering such casualties and contingencies and otherwise on such terms
         as are at least as favorable as those usually carried by companies of
         established reputations engaged in similar businesses and owning
         similar properties and assets in the same general areas in which the
         Borrower or the applicable Subsidiary of the Borrower operates or as
         may otherwise be required by applicable Requirements of Law; provided,
         however, that the Borrower and its Subsidiaries may effect workers'
         compensation insurance or similar coverage with respect to their
         respective operations in any particular jurisdiction through an
         insurance fund operated by such jurisdiction or by meeting the
         self-insurance requirements of such jurisdiction so long as the
         Borrower or such Subsidiary establishes and maintains appropriate and
         adequate reserves therefor in accordance with GAAP.

                  (d) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its existence, legal structure, organization, rights (statutory and
         pursuant to its Constitutive Documents), permits, licenses, approvals,
         privileges and franchises; provided, however, that the Borrower and its
         Subsidiaries (i) may consummate any merger or consolidation otherwise
         expressly permitted under Section 5.02(c), (ii) may wind up, liquidate
         or dissolve any of their respective inactive Subsidiaries to the extent
         otherwise expressly permitted under Section 5.02(d)(iv) and (iii) may
         amend, supplement or otherwise modify their rights under their
         respective Constitutive Documents to the extent otherwise expressly
         permitted under Section 5.02(m); and provided further, however, that
         neither the Borrower nor any of its Subsidiaries shall be required to
         preserve any permit, license, approval, privilege or franchise if the
         board of directors (or persons performing similar functions) of the
         Borrower or such Subsidiary shall determine in good faith that the
         preservation thereof is no longer desirable in the conduct of the
         business of the Borrower or such Subsidiary, as the case may be, and
         that the loss thereof is not disadvantageous in any material respect to
         the Borrower, such Subsidiary or the Lender Parties or, solely in the
         case of any such permit, license or qualification to do business as a
         foreign corporation, limited partnership or limited liability company
         in any jurisdiction, that the loss thereof, either individually or in
         the aggregate, is not reasonably expected to have a Material Adverse
         Effect or to result in an Exclusion Event.

                  (e) Visitation Rights. At any reasonable time and from time to
         time, upon reasonable notice, permit the Administrative Agent or any of
         the Lender Parties, or any agents or representatives thereof (so long
         as such agents or representatives are or agree to be bound by the
         provisions of Section 8.09), to examine and make copies of and
         abstracts from the records and books of account of, and to visit the
         properties of, the Borrower and its Subsidiaries and to discuss the
         affairs, finances and accounts of the Borrower and/or any of its
         Subsidiaries with any of their officers or directors and with their
         independent public accountants.

                  (f) Keeping of Books. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account in which full and accurate
         entries shall be made of all of the financial transactions and the
         property, assets and businesses of the Borrower and each of its
         Subsidiaries (including, without limitation, the establishment and
         maintenance of adequate and appropriate 
<PAGE>   87
                                      -84-


         reserves) in accordance with all generally accepted accounting
         principles in effect from time to time and with all applicable
         Requirements of Law.

                  (g) Maintenance of Properties, Etc. (i) Maintain and preserve,
         and cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are used or useful in the conduct of its business in
         good working order and condition, ordinary wear and tear and casualty
         and condemnation excepted, and (ii) make, and cause each of its
         Subsidiaries to make, from time to time, all repairs, renewals,
         additions, replacements, betterments and improvements of such
         properties that are reasonably necessary in order to permit the
         business and activities carried on in connection therewith to be
         properly conducted at all times.

                  (h) Compliance with Terms of Leaseholds. (i) Make all payments
         and otherwise perform all obligations in respect of all leases of real
         property to which the Borrower or any of its Subsidiaries is a party,
         keep such leases in full force and effect and not allow such leases to
         lapse or to be terminated or any rights to renew such leases to be
         forfeited or canceled, in each case except to the extent that, in the
         reasonable business judgment of the Borrower or the Subsidiary of the
         Borrower that is the lessee thereof, it is in the best interest of the
         Borrower or such Subsidiary, as the case may be, to allow or to cause
         such nonperformance, lapse, termination, forfeiture or cancellation,
         and such nonperformance, lapse, termination, forfeiture or
         cancellation, either individually or in the aggregate, is not
         reasonably expected to have a Material Adverse Effect, and (ii)
         promptly notify the Administrative Agent of any default by any party
         with respect to any lease that is material to the business, financial
         condition or operations of the Borrower and its Subsidiaries and that
         could impair the interests of the Borrower or any of its Subsidiaries
         therein in any material manner, and cooperate with the Administrative
         Agent to cure any such default, and, in respect of each of the
         foregoing provisions of this Section 5.01(h), cause each of its
         Subsidiaries to do so.

                  (i) Transactions with Affiliates. Conduct, and cause each of
         its Subsidiaries to conduct, directly or indirectly, all transactions
         or series of related transactions (including, without limitation, the
         purchase, sale, lease, transfer or exchange of property or assets of
         any kind or the rendering of services of any kind) otherwise permitted
         under the Loan Documents with any of their Affiliates on terms that are
         fair and reasonable and no less favorable to the Borrower or any of its
         Subsidiaries than it would obtain in a comparable arm's-length
         transaction with a Person not an Affiliate thereof, other than:

                           (i) any transaction or series of related transactions
                  solely between or among the Borrower and one or more of the
                  Restricted Subsidiaries, between or among one or more of the
                  Restricted Subsidiaries, or between or among one or more of
                  the Unrestricted Subsidiaries, in each case to the extent such
                  transaction or series of related transactions is otherwise
                  permitted under the terms of the Loan Documents; and

                           (ii) the grant by the Borrower of options to purchase
                  Borrower Common Stock from time to time to officers and
                  directors of the Borrower and its Subsidiaries so long as, in
                  each case, (A) the grant thereof and the price for the
                  issuance of Borrower Common Stock upon the exercise thereof
                  shall have been approved in good faith by the board of
                  directors of the Borrower, (B) such option satisfies the
                  requirements for exemption set forth in Rule 16b-3 of the
                  Exchange Act and (C) neither the grant of such option nor the
                  issuance and sale of any Borrower Common Stock upon the
                  exercise thereof shall result in a Change of Control.
<PAGE>   88
                                      -85-


                  (j) Further Assurances. Promptly upon the request of the
         Administrative Agent, or any of the Lender Parties through the
         Administrative Agent, at any time and from time to time, (i) correct,
         and cause each of its Subsidiaries to promptly correct, any defect or
         error that may be discovered in any of the Loan Documents or in the
         execution or acknowledgment thereof and (ii) do, execute, acknowledge,
         deliver and take such further actions, and cause each of its
         Subsidiaries promptly to do, execute, acknowledge, deliver and take
         such further actions, as may be necessary or as the Administrative
         Agent, or any of the Lender Parties through the Administrative Agent,
         may reasonably request from time to time in order to carry out more
         effectively the provisions and purposes of this Agreement, the Notes or
         any of the other Loan Documents or assure the Administrative Agent or
         the Lender Parties of their rights and interests herein and therein.

                  SECTION 5.02. Negative Covenants. So long as any of the
Advances or any of the other Obligations of any Loan Party under or in respect
of any of the Loan Documents shall remain unpaid, any of the Letters of Credit
shall remain outstanding or any of the Lender Parties shall have any Commitment
hereunder, the Borrower will not, at any time:

                  (a) Liens, Etc. Create, incur, assume or suffer to exist, or
         permit any of its Subsidiaries to create, incur, assume or suffer to
         exist, any Lien on or with respect to any of its property or assets of
         any character (including, without limitation, accounts), whether now
         owned or hereafter acquired, or sign or file or suffer to exist, or
         permit any of its Subsidiaries to sign or file or suffer to exist,
         under the Uniform Commercial Code or any similar Requirements of Law of
         any jurisdiction, a financing statement (or the equivalent thereof)
         that names the Borrower or any of its Subsidiaries as debtor, or sign
         or suffer to exist, or permit any of its Subsidiaries to sign or suffer
         to exist, any security agreement authorizing any secured party
         thereunder to file any such financing statement (or the equivalent
         thereof), or sign or suffer to exist, or permit any of its Subsidiaries
         to sign or suffer to exist, any agreement or arrangement for the sale
         of any of its property or assets subject to an understanding or
         agreement, contingent or otherwise, to repurchase such property or
         assets (including sales of accounts receivable with recourse to the
         Borrower or any of its Subsidiaries), or assign as collateral, or
         permit any of its Subsidiaries to assign as collateral, any accounts or
         other right to receive income, except:

                      (i)  Permitted Liens;

                      (ii) Liens existing on the date of this Agreement and
               described on Schedule 5.02(a) hereto;

                     (iii) purchase money Liens upon or in real property or
               equipment acquired or held by the Borrower or any of its
               Subsidiaries in the ordinary course of business to secure the
               purchase price of such real property or equipment or to secure
               Indebtedness incurred solely for the purpose of financing the
               acquisition, construction or improvement of any such real
               property or equipment to be subject to such Liens, or Liens
               existing on any such real property or equipment at the time of
               its acquisition or the completion of its construction (other than
               any such Liens created in contemplation of such acquisition that
               do not secure the purchase price of such real property or
               equipment); provided, however, that no such Lien shall extend to
               or cover any property or assets other than the real property or
               equipment being so acquired, constructed or improved; and
               provided further that (A) the principal amount of Indebtedness
               secured by any such Lien shall not exceed 75% of the lesser of
               (1) the cost 
<PAGE>   89
                                      -86-


                  (including all such Indebtedness secured thereby, whether or
                  not assumed) to the Borrower or the applicable Subsidiary of
                  the real property or equipment to be subject to any such Lien
                  and (2) the Fair Market Value of such real property or
                  equipment, determined as of the date of acquisition,
                  construction or improvement thereof, and (B) any Indebtedness
                  secured by Liens shall otherwise be expressly permitted under
                  Section 5.02(b)(v) and shall not otherwise be prohibited under
                  the terms of the Loan Documents;

                           (iv) Liens arising in connection with Capitalized
                  Leases otherwise permitted under Section 5.02(b)(vi) and not
                  otherwise prohibited under the terms of the Loan Documents;
                  provided that no such Lien shall extend to or cover any
                  property or assets other than the property or assets subject
                  to such Capitalized Leases;

                           (v) deposits and letters of credit to secure the
                  performance of leases of property (whether real, personal or
                  mixed) of the Borrower and its Subsidiaries (excluding
                  Capitalized Leases) in the ordinary course of business;
                  provided that no such Lien shall extend to or cover any
                  property or assets other than such deposit or such letter of
                  credit and the property and assets subject to such lease, as
                  applicable; and provided further that any such lease is not
                  otherwise prohibited under the terms of the Loan Documents;

                           (vi) Liens arising solely from precautionary filings
                  of financing statements under the Uniform Commercial Code of
                  the applicable jurisdictions in respect of Operating Leases of
                  the Borrower or any of its Subsidiaries not otherwise
                  prohibited under the terms of the Loan Documents; and

                           (vii) the replacement, extension or renewal of any
                  Lien otherwise permitted to be created or to exist under
                  clause (ii) (except to the extent Schedule 5.02(a) hereto
                  provides that any such Lien shall not be replaced, extended or
                  renewed), (iii), (iv) or (v) of this Section 5.02(a) upon or
                  in the same property and assets theretofore subject thereto;
                  provided that no such extension, renewal or replacement shall
                  extend to or cover any property or assets not theretofore
                  subject to the Lien being extended, renewed or replaced and
                  shall not secure any additional Indebtedness or other
                  Obligations; and provided further that any Indebtedness
                  secured by such Liens shall otherwise be permitted under the
                  terms of the Loan Documents.

         If the Borrower or any of its Subsidiaries shall create, assume or
         suffer to exist any Lien upon any of its property or assets, whether
         now owned or hereafter acquired, other than any Lien permitted under
         clauses (i) through (vii) of this Section 5.02(a), the Borrower will
         make or cause to be made effective provision whereby all of the
         Obligations of the Loan Parties under and in respect of the Loan
         Documents will be contemporaneously secured equally and ratably with
         any and all of the other Obligations of the Borrower and its
         Subsidiaries secured thereby; provided that the securing of all of the
         Obligations of the Loan Parties under and in respect of the Loan
         Documents equally and ratably with such other Obligations of the
         Borrower and its Subsidiaries will in no way be deemed to remedy or
         waive any Default resulting from the incurrence, assumption, existence
         or continuation of any such Lien.

                  (b) Indebtedness. Create, incur, assume or suffer to exist, or
         permit any of its Subsidiaries to create, incur, assume or suffer to
         exist, directly or indirectly, any Indebtedness other than:
<PAGE>   90
                                      -87-

                           (i) Indebtedness under the Loan Documents;

                           (ii) Surviving Indebtedness (without duplication of
                  Indebtedness outstanding under subclauses (iii)(A) and (ix)(A)
                  of this Section 5.02(b));

                           (iii) Indebtedness of the Borrower in respect of
                  interest rate Hedge Agreements (A) existing on the date of
                  this Agreement and described in item 1 on Schedule 4.01(y)
                  hereto or (B) entered into from time to time after the date of
                  this Agreement with counterparties that are Lender Parties at
                  the time such interest rate Hedge Agreement is entered into in
                  an aggregate notional amount not to exceed $50,000,000 at any
                  time outstanding; provided that, in all cases under this
                  clause (iii), all such interest rate Hedge Agreements shall be
                  nonspeculative in nature (including, without limitation, with
                  respect to the term and purpose thereof);

                           (iv) Indebtedness of (A) the Borrower owing to any of
                  the Restricted Subsidiaries, (B) any of the Restricted
                  Subsidiaries owing to the Borrower or any of the other
                  Restricted Subsidiaries, (C) any of the Unrestricted
                  Subsidiaries owing to the Borrower or any of the Restricted
                  Subsidiaries to the extent the Investment in such Unrestricted
                  Subsidiary is otherwise expressly permitted under Section
                  5.02(e)(iii)(C) or 5.02(e)(iii)(D) and (D) any of the
                  Unrestricted Subsidiaries owing to any of the other
                  Unrestricted Subsidiaries;

                           (v) Indebtedness incurred after the date of this
                  Agreement and secured by Liens expressly permitted under
                  Section 5.02(a)(iii) in an aggregate principal amount not to
                  exceed, when aggregated with the principal amount of all
                  Indebtedness incurred under clause (vi) of this Section
                  5.02(b), $25,000,000 at any time outstanding;

                           (vi) Capitalized Leases incurred after the date of
                  this Agreement which, when aggregated with the principal
                  amount of all Indebtedness incurred under clause (v) of this
                  Section 5.02(b), do not exceed $25,000,000 at any time
                  outstanding;

                           (vii) Contingent Obligations of the Borrower
                  guaranteeing all or any portion of the outstanding Obligations
                  of any of the Restricted Subsidiaries; provided that each such
                  Obligation is otherwise permitted under the terms of the Loan
                  Documents;

                           (viii) Contingent Obligations of the Borrower
                  guaranteeing one or more Obligations of any of the
                  Unrestricted Subsidiaries in an aggregate amount not to exceed
                  (A) $5,000,000 at any time outstanding less (B) the sum of (1)
                  the aggregate amount of all Investments made by the Borrower
                  in one or more of the Unrestricted Subsidiaries pursuant to
                  Section 5.02(e)(iii)(C) at or prior to such time and (2) the
                  aggregate face amount of all Letters of Credit issued in
                  support of the Obligations of one or more of the Unrestricted
                  Subsidiaries in accordance with Section 2.03 and outstanding
                  at such time; provided that each such Obligation is otherwise
                  permitted under the Loan Documents;

                           (ix) (A) Off Balance Sheet Liabilities comprising
                  part of the Surviving Indebtedness and described in item 5 on
                  Schedule 4.01(y) hereto and (B) additional Off-Balance Sheet
                  Liabilities in an aggregate principal amount not to exceed
                  $10,000,000 at any time outstanding;
<PAGE>   91
                                      -88-


                           (x) Indebtedness incurred under one or more Permitted
                  Receivables Securitizations;

                           (xi) unsecured Indebtedness not otherwise permitted
                  under this Section 5.02(b) in an aggregate amount not to
                  exceed $15,000,000 at any time outstanding; provided that,
                  with respect to any such Indebtedness issued or incurred
                  pursuant to this clause (xi), (1) in the case of any such
                  Indebtedness comprising part of the noncash consideration paid
                  to the sellers in connection with any purchase or other
                  acquisition of Equity Interests in, or property or assets of,
                  any Person otherwise permitted under Section 5.02(e)(vi) or
                  5.02(e)(vii), such Indebtedness shall not be guaranteed or
                  otherwise credit enhanced by the Borrower or any of its
                  Subsidiaries, (2) the other terms and conditions of such
                  Indebtedness (and of any agreement entered into and of any
                  instrument issued in connection therewith) shall be no less
                  favorable to the Borrower and its Subsidiaries or to the
                  Lender Parties in any material respect than the terms of the
                  Loan Documents and (3) immediately before and immediately
                  after giving pro forma effect to such Indebtedness, no Default
                  shall have occurred and be continuing;

                           (xii) endorsement of negotiable instruments for
                  deposit or collection or similar transactions in the ordinary
                  course of business; and

                           (xiii) Indebtedness extending the maturity of, or
                  refunding, refinancing or replacing, in whole or in part, any
                  Indebtedness incurred under any of clauses (ii) (except to the
                  extent Schedule 4.01(y) hereto provides that such Indebtedness
                  shall not be extended, refunded, refinanced or replaced),
                  (iii), (v), (vi), (vii), (viii), (ix) and (xi) of this Section
                  5.02(b); provided, however, that (A) the aggregate principal
                  amount of such extended, refunding, refinancing or replacement
                  Indebtedness shall not be increased above the principal amount
                  thereof and the premium, if any, thereon outstanding
                  immediately prior to such extension, refunding, refinancing or
                  replacement, (B) the direct and contingent obligors therefor
                  shall not be changed as a result of or in connection with such
                  extension, refunding, refinancing or replacement, (C) such
                  extended, refunding, refinancing or replacement Indebtedness
                  shall not mature prior to the stated maturity date or
                  mandatory redemption date of the Indebtedness being so
                  extended, refunded, refinanced or replaced, (D) if the
                  Indebtedness being so extended, refunded, refinanced or
                  replaced is subordinated in right of payment or otherwise to
                  the Obligations of the Borrower or any of its Subsidiaries
                  under and in respect of the Loan Documents, such extended,
                  refunding, refinancing or replacement Indebtedness shall be
                  subordinated to such Obligations to at least the same extent,
                  (E) the terms of any such extending, refunding, refinancing or
                  replacement Indebtedness (and of any agreement entered into
                  and of any instrument issued in connection therewith) shall be
                  no less favorable to the Borrower and its Subsidiaries or to
                  the Lender Parties in any material respect than the terms of
                  the Indebtedness being so extended, refunded, refinanced or
                  replaced and (F) immediately before and immediately after
                  giving pro forma effect to any such extension, refunding,
                  refinancing or replacement, no Default shall have occurred and
                  be continuing.

                  (c)     Mergers, Etc. Merge into or consolidate with any
        Person or permit any Person to merge into or consolidate with it, or
        permit any of its Subsidiaries to do so, except that:

                          (i) any of the Restricted Subsidiaries may merge into
                  or consolidate with the Borrower; provided that the Borrower
                  is the surviving corporation;
<PAGE>   92
                                      -89-


                           (ii) any of the Subsidiaries of the Borrower may
                  merge into or consolidate with any of the Restricted
                  Subsidiaries; provided that the Person formed by such merger
                  or consolidation is a Restricted Subsidiary;

                           (iii) any of the Unrestricted Subsidiaries may merge
                  into or consolidate with any of the other Unrestricted
                  Subsidiaries;

                           (iv) in connection with any purchase or other
                  acquisition of Equity Interests in, or property and assets of,
                  any Person permitted under Section 5.02(e)(vi) or
                  5.02(e)(vii), any of the Subsidiaries of the Borrower may
                  merge into or consolidate with any other Person or permit any
                  other Person to merge into or consolidate with it; provided
                  that (A) if such Subsidiary is a Restricted Subsidiary, the
                  Person formed by such merger or consolidation shall be a
                  Restricted Subsidiary, (B) if such Subsidiary is a non-wholly
                  owned Domestic Subsidiary, the Person formed by such merger or
                  consolidation shall be a Domestic Subsidiary and (C) if such
                  Subsidiary is a Foreign Subsidiary, the Person formed by such
                  merger or consolidation shall be a Subsidiary of the Borrower;
                  and provided further that the Person with which such
                  Subsidiary is merging or consolidating (1) shall be engaged in
                  substantially the same lines of business as one or more of the
                  businesses of the Borrower and its Subsidiaries in the
                  ordinary course and (2) shall not have any contingent
                  liabilities that could reasonably be expected to be material
                  to the Borrower and its Subsidiaries, taken as a whole (as
                  determined in good faith by the board of directors (or persons
                  performing similar functions) of the Borrower or such
                  Subsidiary if the board of directors is otherwise approving
                  such transaction, and in each other case, by a Senior
                  Financial Officer); and

                           (v) in connection with any sale, transfer or other
                  disposition of all or substantially all of the Equity
                  Interests in, or the property and assets of, any Person
                  permitted under Section 5.02(d)(vii) or 5.02(d)(viii), any of
                  the Subsidiaries of the Borrower may merge into or consolidate
                  with any other Person or permit any other Person to merge into
                  or consolidate with it.

         In all cases under this Section 5.02(c), (x) such merger or
         consolidation shall be effected in compliance with all applicable
         Requirements of Law, (y) all Governmental Authorizations, and all
         consents, approvals and authorizations of, and notices and filings to
         or with, and other actions by, any other Person necessary in connection
         with such merger or consolidation shall have been obtained or made and
         (z) immediately before and immediately after giving pro forma effect to
         such merger or consolidation, no Default shall have occurred and be
         continuing. In addition, in the case of any merger or consolidation
         effected pursuant to clause (iv) or (v) of this Section 5.02(c),
         immediately after giving effect to such merger or consolidation, the
         Borrower and its Subsidiaries shall be in pro forma compliance with all
         of the covenants set forth in Section 5.04, such compliance to be
         determined on the basis of the Required Financial Information most
         recently delivered to the Administrative Agent and the Lender Parties
         as though such merger or consolidation had been consummated as of the
         first day of the fiscal period covered thereby.

                  (d) Sales, Etc. of Assets. Sell, lease, transfer or otherwise
         dispose of, or permit any of its Subsidiaries to sell, lease, transfer
         or otherwise dispose of, any property or assets (including, without
         limitation, substantially all of the property and assets constituting
         the business of a division, 
<PAGE>   93
                                      -90-


         branch or other unit of operation and any Equity Interests), or grant
         any option or other right to purchase, lease or otherwise acquire any
         property or assets, except that:

                           (i) the Borrower and its Subsidiaries may sell
                  inventory in the ordinary course of business;

                           (ii) the Borrower and its Subsidiaries may sell,
                  lease, transfer or otherwise dispose of property and assets in
                  a transaction otherwise permitted by Section 5.02(a), 5.02(c),
                  5.02(e) or 5.02(f);

                           (iii) (A) the Borrower may sell, lease, transfer or
                  otherwise dispose of any of its property or assets to any of
                  the Restricted Subsidiaries, (B) any of the Restricted
                  Subsidiaries may sell, lease, transfer or otherwise dispose of
                  any of its property or assets to the Borrower or any of the
                  other Restricted Subsidiaries, (C) any of the Unrestricted
                  Subsidiaries may sell, lease, transfer or otherwise dispose of
                  any of its property or assets for Fair Market Value to the
                  Borrower or any of its Subsidiaries and (D) any of the
                  Unrestricted Subsidiaries may sell, lease, transfer or
                  otherwise dispose of any of its property and assets to any of
                  the Unrestricted Subsidiaries; provided that immediately
                  before and immediately after giving pro forma effect to such
                  sale, lease, transfer or other disposition, no Default shall
                  have occurred and be continuing;

                           (iv) any Subsidiary of the Borrower that is no longer
                  actively engaged in any business or activities and does not
                  have property and assets with an aggregate book value or Fair
                  Market Value in excess of $1,000,000 may be wound up,
                  liquidated or dissolved so long as such winding up,
                  liquidation or dissolution is determined in good faith by
                  management of the Borrower to be in the best interests of the
                  Borrower and its Subsidiaries;

                           (v) the Borrower and its Subsidiaries (A) may sell
                  tangible property and assets that are replaced, or the
                  replacement of which has been commenced and substantially
                  completed, within 90 days after the date of such sale with
                  tangible property and assets of equal or greater value as
                  determined in good faith by management of the Borrower) and
                  (B) may sell, lease, transfer or otherwise dispose of any
                  obsolete, damaged or worn out equipment thereof that is no
                  longer useful in the conduct of their businesses; provided,
                  however, that, in the case of subclause (v)(A) above, if such
                  tangible property and assets are not replaced, or the
                  replacement thereof has not been substantially completed,
                  within such 90 day period, then the Net Cash Proceeds of such
                  sale shall be applied on the last day of such period 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);

                           (vi) the Borrower and its Subsidiaries may lease or
                  sublease real property to the extent required for their
                  respective businesses and operations in the ordinary course so
                  long as such lease or sublease is not otherwise prohibited
                  under the terms of the Loan Documents;

                           (vii) the Borrower and its applicable Subsidiaries
                  may sell, lease, transfer or otherwise dispose of all (but not
                  less than all) of their Equity Interests in, or all of the
                  property 
<PAGE>   94
                                      -91-


                  and assets (other than an immaterial portion) of, any of the
                  Subsidiaries of the Borrower, and any of the other property
                  and assets, identified on Schedule 5.02(d) hereto; provided
                  that:

                                    (A) the gross proceeds received from any
                           such sale, lease, transfer or other disposition shall
                           be at least equal to the Fair Market Value of the
                           property and assets so sold, leased, transferred or
                           otherwise disposed of, determined at the time of such
                           sale, lease, transfer or other disposition;

                                    (B) at least 90% of the value of the
                           aggregate consideration received from any such sale,
                           lease, transfer or other disposition shall be in
                           cash;

                                    (C) immediately before and immediately after
                           giving pro forma effect to any such sale, lease,
                           transfer or other disposition, no Default shall have
                           occurred and be continuing; and

                                    (D) all of the Net Cash Proceeds received in
                           any such sale, lease transfer or other disposition
                           (other than the Net Cash Proceeds received from the
                           sale of the property and assets described in item 4
                           on Part B of Schedule 5.02(d) hereto) shall be
                           applied, within two Business Days after the date of
                           receipt thereof by the Borrower or any of its
                           Subsidiaries, 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);

                  provided, however, that the requirements of subclause
                  (vii)(B) of this Section 5.02(d) shall not apply to the sale,
                  lease, transfer or other dispositions of Equity Interests or
                  other property and assets of the Borrower and its Subsidiaries
                  in one or more transactions having an aggregate book value not
                  to exceed $20,000,000;

                           (viii) the Borrower and its Subsidiaries may sell,
                  lease, transfer or otherwise dispose of property and assets
                  not otherwise permitted to be sold, leased, transferred or
                  disposed of pursuant to this Section 5.02(d) (other than
                  Equity Interests in Restricted Subsidiaries, bulk sales of
                  Inventory and sales of accounts or notes receivable (other
                  than Permitted Receivables Securitizations and delinquent
                  accounts for collection purposes only)) so long as the
                  aggregate book value of all of the property and assets of the
                  Borrower and its Subsidiaries sold, leased, transferred or
                  otherwise disposed of pursuant to this clause (viii) does not
                  exceed $50,000,000; provided that:

                                    (A) the gross proceeds received from any
                           such sale, lease, transfer or other disposition shall
                           be at least equal to the Fair Market Value of the
                           property and assets so sold, leased, transferred or
                           otherwise disposed of, determined at the time of such
                           sale, lease, transfer or other disposition;

                                    (B) at least 90% of the value of the
                           aggregate consideration received from any such sale,
                           lease, transfer or other disposition shall be in
                           cash;
<PAGE>   95
                                      -92-


                                    (C) immediately before and immediately after
                           giving pro forma effect to any such sale, lease,
                           transfer or other disposition, no Default shall have
                           occurred and be continuing; and

                                    (D) all of the Net Cash Proceeds received in
                           any such sale, lease transfer or other disposition
                           shall be applied, within two Business Days after the
                           date of receipt thereof by the Borrower or any of its
                           Subsidiaries, 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);

                           (ix)     the Borrower and its Subsidiaries may
                  consummate one or more Permitted Sale-Leaseback Transactions;

                           (x)       the Borrower and its Subsidiaries may sell,
                  transfer or otherwise dispose of property and assets to any
                  health care provider or provider group, or any Person formed
                  thereby, upon the disassociation of such health care provider
                  or provider group from the businesses and operations of the
                  Borrower and its Subsidiaries in a manner that is consistent
                  with the past business practices of the Borrower and its
                  Subsidiaries, and so long as such property and assets are used
                  solely in the business and operation of such health care
                  provider or provider group; provided that:

                                    (A) immediately before and immediately after
                           giving pro forma effect to any such sale, transfer or
                           other disposition, no Default shall have occurred and
                           be continuing; and

                                    (B) all of the Net Cash Proceeds received in
                           any such sale, transfer or other disposition shall be
                           applied, within two Business Days after the date of
                           receipt thereof by the Borrower or any of its
                           Subsidiaries, 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); and

                           (xi)     so long as no Default has occurred and is
                  continuing, the Borrower and its Subsidiaries may grant any
                  option or other right to purchase any property or asset in a
                  transaction that is otherwise permitted under clause (vii),
                  (viii) or (x) of this Section 5.02(d).

                  (e) Investments in Other Persons. Purchase, acquire, make or
         hold, or permit any of its Subsidiaries to purchase, acquire, make or
         hold, any Investment in any Person, except:

                           (i)      Investments existing on the date of this
                  Agreement and described on Schedule 4.01(z) hereto;

                           (ii)     Investments in cash and Cash Equivalents;

                           (iii)    Investments by (A) the Borrower in any of
                  the Restricted Subsidiaries, (B) any of the Subsidiaries of
                  the Borrower in the Borrower or any of the Restricted
                  Subsidiaries, 
<PAGE>   96
                                      -93-


                  (C) the Borrower or any of the Restricted Subsidiaries in one
                  or more of the Unrestricted Subsidiaries in an aggregate
                  amount for all such Investments not to exceed (1) $5,000,000
                  at any time less (2) the sum of (x) the aggregate amount of
                  all Contingent Obligations of the Borrower guaranteeing one or
                  more Obligations of the Unrestricted Subsidiaries pursuant to
                  Section 5.02(b)(viii) in existence at such time and (y) the
                  aggregate face amount of all Letters of Credit issued in
                  support of the Obligations of one or more of the Unrestricted
                  Subsidiaries in accordance with Section 2.03 and outstanding
                  at such time, (D) 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 Act (or
                  similar Requirements of Law) plus (2) such amounts as are from
                  time to time reasonably anticipated to be necessary to satisfy
                  claims relating to patient care in the ordinary course of
                  business and (E) any of the Unrestricted Subsidiaries in any
                  of the other Unrestricted Subsidiaries;

                           (iv) Investments by the Borrower and its Subsidiaries
                  in account debtors received in connection with the bankruptcy
                  or reorganization, or in settlement of the delinquent
                  obligations of financially troubled suppliers or customers, in
                  the ordinary course of business and in accordance with
                  applicable collection and credit policies established by the
                  Borrower or such Subsidiary, as the case may be;

                           (v) the acceptance of promissory notes, contingent
                  payment obligations and other noncash consideration received
                  as partial payment of the purchase price of any property or
                  assets sold, leased, transferred or otherwise disposed of in
                  accordance with Section 5.02(d)(vii) or 5.02(d)(viii);

                           (vi) the purchase or other acquisition of the Equity
                  Interests in, or all or substantially all of the property and
                  assets of, any Person that, upon the consummation thereof,
                  will be a Restricted Subsidiary in which at least 80% of every
                  class of Equity Interests therein (on a fully diluted basis)
                  will be owned legally and beneficially by the Borrower or any
                  of the other Restricted Subsidiaries, or will be merged with
                  or into a Restricted Subsidiary, with the surviving entity
                  being a Restricted Subsidiary; provided that, with respect to
                  each such purchase or other acquisition made pursuant to this
                  clause (vi):

                                    (A) any newly created or acquired Subsidiary
                           resulting from such purchase or other acquisition
                           shall comply with the requirements of Section
                           5.02(k);

                                    (B) the lines of business of the Person to
                           be (or the property and assets of which are to be) so
                           purchased or otherwise acquired shall be
                           substantially the same lines of business as one or
                           more of the businesses of the Borrower and its
                           Subsidiaries in the ordinary course;

                                    (C) the Person to be (or the property and
                           assets of which are to be) so purchased or otherwise
                           acquired shall not have any contingent liabilities
                           that could reasonably be expected to be material to
                           the Borrower and its Subsidiaries, taken as a whole
                           (as determined in good faith by the board of
                           directors (or persons performing similar functions)
                           of the Borrower or such Subsidiary if the board of
                           directors is otherwise approving such transaction
                           and, in each other case, by a Senior Financial
                           Officer);


<PAGE>   97
                                      -94-


                                    (D) (1) the aggregate cash consideration
                           paid by or on behalf of the Borrower and its
                           Subsidiaries for any such purchase or other
                           acquisition (or series of related purchases or other
                           acquisitions) shall not exceed (A) if the Performance
                           Level on the date on which any such purchase or other
                           acquisition is consummated is greater than
                           Performance Level III, $15,000,000 and (B) if the
                           Performance Level on the date on which any such
                           purchase or other acquisition is consummated is equal
                           to or less than Performance Level III, $20,000,000,
                           and (2) the aggregate noncash consideration
                           (including, without limitation, the Fair Market Value
                           of all Equity Interests issued or transferred to the
                           sellers thereof, all indemnities, earnouts and other
                           contingent payment obligations to, and the aggregate
                           amounts paid or to be paid under noncompete,
                           consulting and other affiliated agreements with, the
                           sellers thereof, all write-downs of property and
                           assets and reserves for liabilities with respect
                           thereto and all assumptions of debt, liabilities and
                           other obligations in connection therewith) paid by or
                           on behalf the Borrower and its Subsidiaries for any
                           such purchase or other acquisition (or series of
                           related purchases or other acquisitions) shall not
                           exceed $50,000,000;

                                    (E) the aggregate cash and noncash
                           consideration (including, without limitation, the
                           Fair Market Value of all Equity Interests issued or
                           transferred to the sellers thereof, all indemnities,
                           earnouts and other contingent payment obligations to,
                           and the aggregate amounts paid or to be paid under
                           noncompete, consulting and other affiliated
                           agreements with, the sellers thereof, all write-downs
                           of property and assets and reserves for liabilities
                           with respect thereto and all assumptions of debt,
                           liabilities and other obligations in connection
                           therewith) paid by or on behalf the Borrower and its
                           Subsidiaries for all such purchases and other
                           acquisitions effected after the date of this
                           Agreement shall not exceed $150,000,000; and

                                    (F) (1) immediately before and after giving
                           pro forma effect to any such purchase or other
                           acquisition, no Default shall have occurred and be
                           continuing, (2) immediately after giving effect to
                           such purchase or other acquisition, the Borrower and
                           its Subsidiaries shall be in pro forma compliance
                           with all of the covenants set forth in Section 5.04,
                           such compliance to be determined on the basis of the
                           Required Financial Information most recently
                           delivered to the Administrative Agent and the Lender
                           Parties as though such purchase or other acquisition
                           had been consummated as of the first day of the
                           fiscal period covered thereby, and (3) if the
                           aggregate cash and noncash consideration (including,
                           without limitation, the Fair Market Value of all
                           Equity Interests issued or transferred to the sellers
                           thereof, all indemnities, earnouts and other
                           contingent payment obligations to, and the aggregate
                           amounts paid or to be paid under noncompete,
                           consulting and other affiliated agreements with, the
                           sellers thereof, all write-downs of property and
                           assets and reserves for liabilities with respect
                           thereto and all assumptions of debt, liabilities and
                           other obligations in connection therewith) paid by or
                           on behalf of the Borrower and its Subsidiaries for
                           any such purchase or other acquisition (or series of
                           related purchases or other acquisitions) shall exceed
                           $30,000,000, the Borrower shall have delivered to the
                           Administrative Agent, on behalf of the Lender
                           Parties, at least two Business Days prior to the date
                           on which any such purchase or other acquisition is
                           consummated, a certificate of a Responsible Officer
                           of the Borrower, in form and substance
<PAGE>   98
                                      -95-


                           reasonably satisfactory to the Administrative Agent,
                           certifying that all of the applicable requirements
                           set forth in this clause (vi) will be satisfied on or
                           prior to the date of such consummation (and including
                           a schedule setting forth the computations used by the
                           Borrower in determining the pro forma compliance with
                           all of the covenants set forth in Section 5.04 in
                           accordance with the foregoing provisions of this
                           subclause (vi)(F));

                           (vii) Investments by the Borrower and its
                  Subsidiaries not otherwise permitted under this Section
                  5.02(e) (A) which are described on Schedule 5.02(e) hereto or
                  (B) which are otherwise in an aggregate amount not to exceed
                  (1) if the Performance Level on the date on which any such
                  Investment is made is greater than Performance Level III,
                  $5,000,000 and (2) if the Performance Level on the date on
                  which any such any such Investment is made is equal to or less
                  than Performance Level III, $25,000,000; provided that, with
                  respect to each such purchase or other acquisition made
                  pursuant to this clause (vii):

                                 (x) such Investment shall not include or
                           result in any contingent liabilities that could
                           reasonably be expected to be material to the Borrower
                           and its Subsidiaries, taken as a whole (as determined
                           in good faith by the board of directors (or persons
                           performing similar functions) of the Borrower or such
                           Subsidiary if the board of directors is otherwise
                           approving such transaction and, in each other case,
                           by a Senior Financial Officer);

                                  (y) any determination of the amount of such
                           Investment shall include all cash and noncash
                           consideration (including, without limitation, the
                           Fair Market Value of all Equity Interests issued or
                           transferred to the sellers thereof, all indemnities,
                           earnouts and other contingent payment obligations to,
                           and the aggregate amounts paid or to be paid under
                           noncompete, consulting and other affiliated
                           agreements with, the sellers thereof, all write-downs
                           of property and assets and reserves for liabilities
                           with respect thereto and all assumptions of debt,
                           liabilities and other obligations in connection
                           therewith) paid by or on behalf of the Borrower and
                           its Subsidiaries in connection therewith; and

                                  (z) immediately before and after giving pro
                           forma effect to any such purchase or other
                           acquisition, no Default shall have occurred and be
                           continuing; and

                           (viii) the purchase or other acquisition of tangible
                  property and assets or the rendering of services by the
                  Borrower or any of its Subsidiaries to health care providers
                  or health care provider groups for which the Borrower or such
                  Subsidiary provides management services (and receives
                  compensation therefor) in the ordinary course of its business.

                  (f) Restricted Payments. Declare or pay any dividends on,
         purchase, redeem, retire, defease or otherwise acquire for value any of
         its Equity Interests, now or hereafter outstanding, return any capital
         to its stockholders, partners or members (or the equivalent persons
         thereof) as such, make any distribution of property, assets, Equity
         Interests, obligations or securities to its stockholders, partners or
         members (or the equivalent persons thereof) as such, or permit any of
         its Subsidiaries to do any of the foregoing, or permit any of its
         Subsidiaries to purchase, redeem, retire, defease or

<PAGE>   99
                                      -96-


         otherwise acquire for value any Equity Interests in the Borrower, or to
         issue or sell any Equity Interests therein, except that:

                        (i)    the Borrower may declare and make dividends and
                  other distributions payable solely in additional Borrower
                  Common Stock;

                        (ii)   any of the Subsidiaries of the Borrower may
                  declare and pay or make dividends and other distributions in
                  cash or in additional common Equity Interests therein, or
                  issue or sell additional Equity Interests therein, to the
                  Borrower or any of the Restricted Subsidiaries; and

                         (iii) any of the non-wholly owned Subsidiaries of the
                  Borrower may declare and pay or make dividends and other
                  distributions, and may issue and sell additional common Equity
                  Interests therein, to its shareholders, partners or members
                  (or the equivalent persons thereof) generally so long as the
                  Borrower and each of the Restricted Subsidiaries that own any
                  of the Equity Interests therein receive at least their
                  respective proportionate shares of any such dividend,
                  distribution or issuance of common Equity Interests (based
                  upon their relative holdings of the Equity Interests therein
                  and taking into account the relative preferences, if any, of
                  the various classes of the Equity Interests therein).

                  (g) Capital Expenditures. Make, or permit any of its
         Subsidiaries to make, any Capital Expenditures that would cause the
         aggregate amount of all such Capital Expenditures made by the Borrower
         and its Subsidiaries in any Fiscal Year to exceed the amount set forth
         below opposite such Fiscal Year:

<TABLE>
<CAPTION>
           FISCAL YEAR
            ENDING IN                                  AMOUNT
          -------------                                ------
          <S>                                      <C>
          December 1998                            $150,000,000

          December 1999                             175,000,000

          December 2000                             175,000,000
 
          December 2001                              75,000,000


</TABLE>

                  (h) Prepayments, Etc. of Indebtedness. (i) Prepay, redeem,
         purchase, defease or otherwise satisfy prior to the scheduled maturity
         thereof in any manner, or make any payment in violation of any
         subordination terms of, any Indebtedness other than:

                       (A) the prepayment of Advances outstanding from time
                  to time in accordance with the terms of this Agreement;

                       (B) so long as no Default under Section 6.01(a) or
                  6.01(f) or Event of Default shall have occurred and be
                  continuing or shall occur as a result thereof, any regularly
                  scheduled or required redemption, repurchase or repayment of
                  Surviving Indebtedness;
<PAGE>   100
                                      -97-


                           (C) the satisfaction of any Indebtedness incurred
                  under Sections 5.02(b)(v), 5.02(b)(vi) and 5.02(b)(ix), or of
                  Surviving Indebtedness comprised solely of Capitalized Leases
                  and Off-Balance Sheet Liabilities, that is secured by a Lien
                  on the property or assets of the Borrower or any of its
                  Subsidiaries that incurred such Indebtedness, which property
                  or assets are otherwise permitted to be disposed of under
                  Section 5.02(d);

                           (D) the regularly scheduled payment or required
                  prepayment of any Indebtedness that is refunded, refinanced or
                  replaced in accordance with Section 5.02(b)(xiii); and

                           (E) the prepayment of Obligations under Capitalized
                  Leases and Indebtedness under one or more mortgage financings
                  outstanding on the date of this Agreement and described on
                  Schedule 4.01(y) hereto in an aggregate amount not to exceed
                  $10,000,000;

                  (ii) Amend, modify or change in any manner any of the terms or
         conditions of (A) the Senior Notes Documents, the TAPS Indenture or the
         TAPS Purchase Contract or (B) any of the other Surviving Indebtedness,
         except (1) as otherwise permitted under Section 5.02(b)(xiii) or (2) on
         terms and conditions no less favorable to the Borrower and its
         Subsidiaries or to the Lender Parties than the terms of the Loan
         Documents; or

                  (iii) Permit any of its Subsidiaries to do any of the
         foregoing, other than to prepay any Indebtedness payable to the
         Borrower or the Restricted Subsidiaries.

                  (i) Negative Pledge. Enter into or suffer to exist, or permit
         any of its Subsidiaries to enter into or suffer to exist, any agreement
         prohibiting or conditioning the creation or assumption of any Lien upon
         any of its property or assets other than:

                           (i) any such agreement with or in favor of the
                  Guaranteed Parties or the Administrative Agent, on behalf of
                  the Guaranteed Parties;

                           (ii) in connection with (A) any Surviving
                  Indebtedness to the extent such agreement is in effect on the
                  date of this Agreement and (B) any Indebtedness otherwise
                  permitted to be incurred under Section 5.02(b)(xiii) to the
                  extent such agreement is on terms that are no less favorable
                  to the Borrower or any of its Subsidiaries or to the Lender
                  Parties than the terms in effect for the Indebtedness being
                  refunded, refinanced or replaced immediately prior to
                  effecting such refunding, refinancing or replacement;

                           (iii) any such agreement prohibiting other
                  encumbrances on specific property and assets of the Borrower
                  or any of its Subsidiaries, which agreement secures the
                  payment of Indebtedness incurred solely to acquire, construct
                  or improve such property or assets or to finance the purchase
                  price therefor and which Indebtedness is otherwise permitted
                  to be incurred under the terms of this Agreement;

                           (iv) any agreement setting forth customary
                  restrictions on the subletting, assignment or transfer of any
                  property or asset that is a lease, license, conveyance or
                  contract of similar property or assets; and
<PAGE>   101
                                      -98-


                           (v) any restriction or encumbrance imposed pursuant
                  to an agreement that has been entered into by the Borrower or
                  any of its Subsidiaries for the sale, lease, transfer or other
                  disposition of any of its property or assets so long as such
                  sale, lease, transfer or other disposition is otherwise
                  permitted to be made under Section 5.02(d).

                  (j) Dividends and Other Payment Restrictions Affecting
         Subsidiaries. Enter into, create, assume or otherwise suffer to exist
         or become effective, or permit any of its Subsidiaries to enter into,
         create, assume or otherwise suffer to exist or become effective,
         directly or indirectly, any encumbrance or restriction of any kind on
         the ability of any of its Subsidiaries (i) to pay dividends or to make
         any other distributions on any of the Equity Interests in such
         Subsidiary owned or otherwise held by the Borrower or any of its
         Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness
         owed to the Borrower or any of its Subsidiaries, (iii) to make loans or
         advances to the Borrower or any of its Subsidiaries or (iv) to transfer
         any of its property or assets to the Borrower or any of its
         Subsidiaries; provided, however, that nothing in any of clauses (i)
         through (iv) of this Section 5.02(j) shall prohibit or restrict:

                           (A) this Agreement and the other Loan Documents;

                           (B) any agreements in effect on the date of this
                  Agreement and described on Schedule 5.02(j) hereto;

                           (C) any applicable law, rule or regulation
                  (including, without limitation, applicable currency control
                  laws and applicable state corporate statutes restricting the
                  payment of dividends in certain circumstances) or any
                  applicable Governmental Authorization;

                           (D) in the case of clause (iv) of this Section
                  5.02(j), any agreement setting forth customary restrictions on
                  the subletting, assignment or transfer of any property or
                  asset that is a lease, license, conveyance or contract of
                  similar property or assets;

                           (E) in the case of clause (iv) of this Section
                  5.02(j), any agreement with the holder of a Lien otherwise
                  permitted to exist under Section 5.02(a)(iii) or 5.02(a)(iv)
                  restricting on customary terms the transfer of any property or
                  assets subject thereto;

                           (F) any agreement evidencing Indebtedness outstanding
                  on the date a Person first becomes a Subsidiary of the
                  Borrower; provided that such agreement was not created in
                  contemplation of the purchase or other acquisition of such
                  Person by the Borrower and does not extend to or cover any
                  property or assets other than the property or assets of the
                  Person becoming such Subsidiary; and

                           (G) any agreement evidencing or setting forth the
                  terms of any refunding, refinancing or replacement
                  Indebtedness otherwise permitted to be incurred under Section
                  5.02(b)(xiii) that contains any such restrictions to the
                  extent such restrictions are no less favorable to the Borrower
                  or any of its Subsidiaries or to the Lender Parties than the
                  terms in effect in the Indebtedness being so refunded,
                  refinanced or replaced immediately prior to such refunding,
                  refinancing or replacement.
<PAGE>   102
                                      -99-


                  (k) New Subsidiaries. Create, organize, incorporate or acquire
         any Subsidiary (each a "NEW SUBSIDIARY"), or permit any of its
         Subsidiaries to create, organize, incorporate or acquire any New
         Subsidiary, unless:

                           (i) either (A) such New Subsidiary constitutes a
                  Restricted Subsidiary or (B) if such New Subsidiary does not
                  constitute a Restricted Subsidiary, Investments are otherwise
                  permitted to be made in such New Subsidiary pursuant to
                  Section 5.02(e)(vii);

                           (ii) the Administrative Agent shall have approved the
                  legal structure (if other than a corporation, limited
                  partnership or limited liability company organized under the
                  laws of any state of the United States of America) and
                  capitalization of such New Subsidiary, such approval not to be
                  unreasonably withheld or delayed;

                           (iii) if such New Subsidiary is a wholly owned
                  Domestic Subsidiary or a Person created, purchased or
                  otherwise acquired by the Borrower or any of its Subsidiaries
                  pursuant to Section 5.02(e)(vi) or has guaranteed Indebtedness
                  of any Person other than Indebtedness of the Loan Parties
                  under and in respect of the Loan Documents, such New
                  Subsidiary shall execute and deliver to the Administrative
                  Agent, on behalf of the Lender Parties, within five Business
                  Days of the date of its creation, organization, incorporation
                  or acquisition, (A) a Guarantee Supplement and (B) such other
                  agreements, instruments, certificates or documents as the
                  Administrative Agent or the Required Lender through the
                  Administrative Agent may reasonably request, in each case in
                  form and substance reasonably satisfactory to the Lender
                  Parties; and

                           (iv) upon the reasonable request of the
                  Administrative Agent or the Required Lender through the
                  Administrative Agent, such New Subsidiary or the Borrower
                  shall cause to be delivered to the Administrative Agent signed
                  copies of one or more favorable opinions of counsel for such
                  New Subsidiary, addressed to the Administrative Agent and the
                  Lender Parties, and reasonably acceptable to the Lender
                  Parties, as to the Guarantee Supplement being the legal, valid
                  and binding obligation of such New Subsidiary, enforceable
                  against such New Subsidiary in accordance with its terms, as
                  to the choice of New York law being recognized in the courts
                  of the jurisdiction in which such New Subsidiary is organized
                  and as to such other matters as the Administrative Agent or
                  the Required Lenders through the Administrative Agent may
                  reasonably request.

                  (l) Change in Nature of Business. Make, or permit any of its
         Subsidiaries to make, any change in the nature of its business that
         would cause the Borrower or such Subsidiary to no longer be primarily
         engaged in one or more of the businesses engaged in by the Borrower and
         its Subsidiaries on the date of this Agreement.

                  (m) Amendments to Constitutive Documents. Amend, or permit any
         of its Subsidiaries to amend, its Constitutive Documents, except in the
         case of the bylaws (or equivalent organizational documents) of the
         Borrower or any such Subsidiary where such amendment, either
         individually or in the aggregate, is not reasonably expected to have a
         Material Adverse Effect.

                  (n) Accounting Changes, Etc. Make or permit, or permit any of
         its Subsidiaries to make or permit, any change in (i) its accounting
         policies or reporting practices, except (A) as required by 
<PAGE>   103
                                     -100-


         generally accepted accounting principles in effect at the time of such
         change or by applicable Requirements of Law or (B) as the Borrower (in
         consultation with its independent public accountants) reasonably
         believes it will be required to adopt under generally accepted
         accounting principles within the next succeeding 12 months and which
         would not affect any of the covenants set forth in Section 5.04 (or the
         computation thereof) or (ii) its Fiscal Year.

                  (o) Amendments, Etc. of Related Documents. Cancel or terminate
         any Related Document or consent to or accept any cancellation or
         termination thereof, amend, modify or change in any manner any term or
         condition of any Related Document or give any consent, waiver or
         approval thereunder, waive any default under or any breach of any term
         or condition of any Related Document, agree in any manner to any other
         amendment, modification or change of any term or condition of any
         Related Document, or take any other action in connection with any
         Related Document that, in the case of each of the Related Documents
         other than the TAPS Purchase Contract, either individually or in the
         aggregate, is reasonably expected to have a Material Adverse Effect, or
         permit any of its Subsidiaries to do any of the foregoing.

                  (p) Partnerships, Etc. Be or become a general partner in any
         general or limited partnership or joint venture, or permit any of its
         Subsidiaries to do so, unless (i) all of the Equity Interests
         (including, without limitation, all ownership or profit interests) in
         such general or limited partnership or joint venture are owned by the
         Borrower and/or one or more of the Restricted Subsidiaries or (ii) the
         sole property and assets of the Subsidiary of the Borrower that is or
         is to be the general partner in such general or limited partnership or
         joint venture consist of its interests in one or more of such
         partnerships or joint ventures.

                  (q) Speculative Transactions. Engage, or permit any of its
         Subsidiaries to engage, in any transaction involving commodity options
         or futures contracts or any similar speculative transactions.

                  SECTION 5.03. Reporting Requirements. So long as any of the
Advances or any of the other Obligations of any Loan Party under or in respect
of any of the Loan Documents shall remain unpaid, any of the Letters of Credit
shall remain outstanding or any of the Lender Parties shall have any Commitment
hereunder, the Borrower will furnish to the Administrative Agent and the Lender
Parties:

                  (a) Default Notices. As soon as possible and in any event
         within five Business Days after a Responsible Officer of the Borrower
         or any of its Subsidiaries knows or has reason to know of the
         occurrence of each Default or any event, development or occurrence
         that, either individually or in the aggregate, is reasonably expected
         to have a Material Adverse Effect continuing on the date of such
         statement, a statement of such Responsible Officer or a Responsible
         Officer of the Borrower setting forth the details of such Default or
         such event, development or occurrence (including, without limitation,
         the anticipated effect thereof), the period of time such Default or
         such event, development or occurrence has existed and been continuing
         and the action that the Borrower has taken and/or proposes to take with
         respect thereto.

                  (b) Quarterly Financials. As soon as available and in any
         event within 50 days after the end of each of the first three Fiscal
         Quarters of each Fiscal Year, a Consolidated balance sheet of the
         Borrower and its Subsidiaries as of the end of such Fiscal Quarter and
         Consolidated statements of operations, stockholders' equity and cash
         flows of the Borrower and its Subsidiaries for the period commencing at
         the end of the previous Fiscal Quarter and ending with the end of such
         Fiscal Quarter 
<PAGE>   104
                                     -101-


         and for the period commencing at the end of the previous Fiscal Year
         and ending with the end of such Fiscal Quarter, setting forth in
         comparative form, in the case of each such Consolidated balance sheet,
         the corresponding figures as of the last day of the corresponding
         period in the immediately preceding Fiscal Year and, in the case of
         each such Consolidated statement of operations, stockholders' equity
         and cash flows, the corresponding figures for the corresponding period
         in the immediately preceding Fiscal Year, all in reasonable detail.

                  (c) Annual Financials. As soon as available and in any event
         within 95 days after the end of each Fiscal Year, a copy of the annual
         audit report for such Fiscal Year for the Borrower and its
         Subsidiaries, including therein the Consolidated balance sheets of the
         Borrower and its Subsidiaries as of the end of such Fiscal Year and
         Consolidated statements of operations, stockholders' equity and cash
         flows of the Borrower and its Subsidiaries for such Fiscal Year,
         accompanied by an unqualified opinion or an opinion otherwise
         reasonably acceptable to the Required Lenders of Ernst & Young LLP or
         other independent public accountants of recognized standing reasonably
         acceptable to the Required Lenders, setting forth in comparative form,
         in the case of each such Consolidated balance sheet, the corresponding
         figures as of the last day of the immediately preceding Fiscal Year,
         and, in the case of each such Consolidated statement of operations,
         stockholders' equity and cash flows, the corresponding figures for the
         corresponding period in the immediately preceding Fiscal Year, together
         with (i) a letter from Ernst & Young LLP or other independent public
         accountants of recognized standing reasonably acceptable to the
         Required Lenders stating that, in the course of their regular audit of
         the Consolidated financial statements of the Borrower and its
         Subsidiaries, which audit was conducted by such accountants in
         accordance with generally accepted auditing standards, such accountants
         have not obtained any knowledge that a Default has occurred and is
         continuing or if, in the opinion of such accountants, a Default has
         occurred and is continuing, a statement as to the status and nature
         thereof, (ii) a schedule in form satisfactory to the Administrative
         Agent of the computations used by such accountants in determining, as
         of the end of such Fiscal Year, compliance with the covenants contained
         in Sections 5.02(g) and 5.04 (including with respect to each such
         Section, where applicable, the calculations of the maximum or minimum
         amount, ratio or percentage, as the case may be, permissible under the
         terms of such Section, and the calculation of the amount, ratio or
         percentage then in existence) and (iii) in the event of any change in
         the generally accepted accounting principles used by such accountants
         in the preparation of the audited Consolidated financial statements
         referred to above in this Section 5.03(c) from GAAP, such accountants
         shall also provide a reasonably detailed description of such changes
         and, if and to the extent necessary for the determination of compliance
         with Section 5.02(g) or 5.04, a statement of reconciliation conforming
         such audited Consolidated financial statements to GAAP.

                  (d) Compliance Certificate. Together with each delivery to the
         Administrative Agent and Lender Parties of the Consolidated financial
         statements of the Borrower and its Subsidiaries referred to in Sections
         5.03(b) and 5.03(c), a certificate of a Senior Financial Officer, in
         form and substance reasonably satisfactory to the Administrative Agent:

                      (i) duly certifying that, subject, in the case of any such
                  financial statements delivered pursuant to Section 5.03(b), to
                  normal year-end audit adjustments, (A) the Consolidated
                  financial statements of the Borrower and its Subsidiaries
                  delivered with such certificate fairly present the
                  Consolidated financial condition of the Borrower and its
                  Subsidiaries as of the last day of such Fiscal Quarter or such
                  Fiscal Year, as the case may be, and the Consolidated results
                  of operations and cash flows of the Borrower and its
                  Subsidiaries 

<PAGE>   105
                                     -102-

                  for the Fiscal Quarter or the Fiscal Year ended on such date,
                  and (B) the Consolidated financial statements of the Borrower
                  and its Subsidiaries delivered with such certificate have been
                  prepared in accordance with GAAP;

                      (ii) duly certifying that no Default has occurred and is
                  continuing or, if a Default has occurred and is continuing, a
                  statement as to the nature thereof, the period of time such
                  Default has existed and been continuing and the action that
                  the Borrower has taken and/or proposes to take with respect
                  thereto;

                      (iii) setting forth a schedule of the computations used by
                  the Borrower in determining compliance with the covenants
                  contained in Sections 5.02(g) and 5.04 (including with respect
                  to each such Section, where applicable, the calculations of
                  the maximum or minimum amount, ratio or percentage, as the
                  case may be, permissible under the terms of such Section, and
                  the calculation of the amount, ratio or percentage then in
                  existence); and

                      (iv) in the case of any such financial statements
                  delivered pursuant to Section 5.03(b), setting forth (A) a
                  description in reasonable detail of all of the changes in the
                  generally accepted accounting principles applied in the
                  preparation of such financial statements from GAAP and (B) a
                  statement of reconciliation if and to the extent necessary for
                  determining whether any of the changes in the generally
                  accepted accounting principles applied in the preparation of
                  such financial statements would affect the calculation of, or
                  compliance with, Sections 5.02(g) and 5.04, conforming such
                  Consolidated financial statements to GAAP.

                  (e) Forecasts. As soon as available and in any event within 30
         days after the first day of each Fiscal Year, commencing with the
         Fiscal Year ending December 31, 1999, Consolidated forecasts prepared
         by management of the Borrower of balance sheets and statements of
         operations and cash flows on an annual basis for such Fiscal Year and
         each of the Fiscal Years thereafter through the scheduled final
         Termination Date, in the form of the forecasts delivered by the
         Borrower pursuant to Section 3.01(i)(xii)(C) or otherwise in a form
         reasonably satisfactory to the Administrative Agent and setting forth
         in comparative form the corresponding figures for the immediately
         preceding Fiscal Year.

                  (f) Accountants' Letters, Etc. Promptly upon receipt thereof,
         copies of all reports submitted to the Borrower or any of its
         Subsidiaries by Ernst & Young LLP or any other independent public
         accountants of the Borrower or any such Subsidiary in connection with
         each annual, interim or special audit of its financial statements made
         by such accountants (including, without limitation, any comment letter
         submitted by such accountants to management of the Borrower or such
         Subsidiary in connection with their annual audit and any reports
         addressing internal accounting controls of the Borrower or such
         Subsidiary submitted by such accountants) and, promptly upon completion
         thereof, copies of any response report from the Borrower or such
         Subsidiary to such accountants.

                  (g) Licenses, Etc. Promptly and in any event within five
         Business Days after receipt thereof, notice of any actual, pending or
         threatened suspension, termination, or revocation of any of the
         Governmental Authorizations of the Borrower or any of its Subsidiaries
         that are necessary to own or lease and operate their respective
         property and assets and to conduct their respective businesses as now
         conducted and as proposed to be conducted, or any enjoinment, barring
         or suspension of the ability of the Borrower or any such Subsidiary to
         conduct any of its businesses in the ordinary course 
<PAGE>   106
                                     -103-


         (including, without limitation, any exclusion or proposed exclusion of
         the Borrower or any of its Subsidiaries from participation in any
         Medicare or Medicaid program or any comparable program administered by
         any Governmental Authority in any state or other political subdivision
         of the United States of America), that, either individually or in the
         aggregate, is reasonably expected to have a Material Adverse Effect.

                  (h) Litigation. Promptly and in any event within five Business
         Days after the earlier of knowledge of a Responsible Officer thereof or
         receipt by the Borrower or any of its Subsidiaries of service of
         process in connection therewith, notice of all actions, suits,
         investigations, litigation, arbitrations and proceedings against or
         affecting the Borrower or any of its Subsidiaries or any of the
         property or assets thereof in any court or before any arbitrator or by
         or before any Governmental Authority of any kind (i) that, either
         individually or in the aggregate, is reasonably expected to have a
         Material Adverse Effect or to result in an Exclusion Event (other than,
         in all cases under this clause (i), the Disclosed Litigation) or (ii)
         that purports to affect the legality, validity, binding effect or
         enforceability of any aspect of the Transaction, any of the Loan
         Documents or the Transaction Documents or any of the other transactions
         contemplated thereby; and, promptly after the occurrence thereof, (A)
         notice of any material and adverse change in the status or any material
         and adverse change in the financial effect on the Borrower or any of
         its Subsidiaries of any such action, suit, investigation, litigation,
         arbitration or proceeding or of the Disclosed Litigation (and, in each
         case, upon the reasonable request of the Administrative Agent, any
         other information available to the Borrower or any of its Subsidiaries
         with respect to any of the foregoing that would enable the
         Administrative Agent and the Lender Parties to more fully evaluate such
         action, suit, investigation, litigation, arbitration or proceeding) and
         (B) copies of any reports or other statements (other than routine
         reports and other statements prepared in the ordinary course of
         business that are not reasonably expected to result in any material and
         adverse action) that the Borrower or any of its Subsidiaries may
         furnish to or file with any Governmental Authority (including, without
         limitation, compliance reports and other statements regarding the
         obligations of any Person, or the fulfillment or nonfulfillment by any
         Person of any conditions, under any of the OIG Settlement Agreements),
         unless the Borrower or such Subsidiary is precluded from disclosing any
         such report or statement pursuant to a confidentiality agreement with
         the applicable Governmental Authority.

                  (i) Related Document Notices. Promptly and in any event within
         five Business Days after the furnishing or receipt thereof, copies of
         all notices, requests and other documents received by the Borrower or
         any of its Subsidiaries under or pursuant to any of the Related
         Documents and, from time to time upon the reasonable request of the
         Administrative Agent, such information and reports regarding the
         Related Documents as the Administrative Agent, or any of the Lender
         Parties through the Administrative Agent, may reasonably request.

                  (j) Securities Reports. Promptly and in any event within five
         Business Days after the sending or filing thereof, copies of all proxy
         statements, financial statements, change reports and other reports that
         the Borrower or any of its Subsidiaries sends to its stockholders,
         partners or members (or equivalent persons thereto), and copies of all
         regular, periodic and special reports and information forms, and all
         registration statements, prospectuses and information memoranda, that
         the Borrower or any of its Subsidiaries files with the Securities and
         Exchange Commission or any Governmental Authority that may be
         substituted therefor, or with any national or international securities
         exchange, and copies of all private placement or offering memoranda
         pursuant to which securities of the 
<PAGE>   107
                                     -104-


         Borrower or any of its Subsidiaries that are exempt from registration
         under the Securities Act are proposed to be issued and sold thereby.

                  (k) Creditor Reports. Promptly and in any event within five
         Business Days after the furnishing or receipt thereof, copies of any
         statement or report furnished to or received from any other holder of
         the securities of the Borrower or any of its Subsidiaries pursuant to
         the terms of any indenture, loan or credit agreement or similar
         agreement of the Borrower or any of its Subsidiaries with amounts
         outstanding or having commitments to extend credit in an aggregate
         principal amount of at least $5,000,000 (including, without limitation,
         any amendments, waivers or consents given or requested in respect
         thereof and any notices of default delivered thereunder) and not
         otherwise required to be furnished to the Administrative Agent and the
         Lender Parties pursuant to any other clause of this Section 5.03.

                  (l) ERISA Events and ERISA Reports; Plan Terminations, Etc.
         (i) Promptly and in any event within ten days after any of the Loan
         Parties or any of the ERISA Affiliates knows or has reason to know that
         any ERISA Event has occurred, a statement of a Responsible Officer of
         the Borrower describing such ERISA Event, the period of time such ERISA
         Event has existed and been continuing and the action, if any, that the
         Borrower, such other applicable Loan Party or such ERISA Affiliate has
         taken and/or proposes to take with respect thereto, together with
         materials or information filed or to be filed with any Governmental
         Authority or any trustee for any Plan as a result of such ERISA Event;
         (ii) on the date on which any records, documents or other information
         must be furnished to the PBGC with respect to any Plan pursuant to
         Section 4010 of ERISA, a copy of such records, documents and
         information; (iii) promptly and in any event within two Business Days
         after receipt thereof by any of the Loan Parties or any of the ERISA
         Affiliates, copies of each notice from the PBGC stating its intention
         to terminate any Plan or to have a trustee appointed to administer any
         Plan; (iv) promptly and in any event within 30 days after the filing
         thereof with the Internal Revenue Service, a copy of Schedule B
         (Actuarial Information) to the annual report (form 5500) with respect
         to each of the Plans; and (v) promptly and in any event within five
         Business Days after receipt thereof by any of the Loan Parties or any
         of the ERISA Affiliates from the sponsor of a Multiemployer Plan,
         copies of each notice concerning (A) the imposition of Withdrawal
         Liability by any such Multiemployer Plan, (B) the reorganization or
         termination, within the meaning of Title IV of ERISA, of any such
         Multiemployer Plan or (C) the amount of liability incurred, or that is
         reasonably expected to be incurred, by such Loan Party or any such
         ERISA Affiliate in connection with any event described in subclause
         (v)(A) or (v)(B) of this Section 5.03(l).

                  (m) Tax Reports and Notices. (i) Within ten Business Days
         after receipt thereof, copies of all Revenue Agent Reports (Internal
         Revenue Service form 886) or other written proposals of the Internal
         Revenue Service that propose, determine or otherwise set forth
         adjustments (whether positive or negative) to the United States federal
         income tax liability of the affiliated group (within the meaning of
         Section 1504(a)(1) of the Internal Revenue Code) of which the Borrower
         is a member aggregating $5,000,000 or more; (ii) promptly and in any
         event within five Business Days after the due date (after giving effect
         to all applicable extensions) for filing the final federal income tax
         return in respect of each taxable year of the Borrower, a certificate
         of the Borrower, duly executed by a Responsible Officer thereof,
         stating that the common parent of the affiliated group (within the
         meaning of Section 1504(a)(1) of the Internal Revenue Code) of which
         the Borrower is a member has paid to the Internal Revenue Service or
         other relevant taxation authority, the full amount that such affiliated
         group is required to pay in respect of United States federal income
         taxes for such taxable year (other than 
<PAGE>   108
                                     -105-


         any portion of such amount that is not otherwise required to have been
         paid under Section 5.01(b)) and that the Borrower and each of its
         Subsidiaries have received any amount payable to them, and have not
         paid amounts in respect of taxes (federal, state, local or foreign) in
         excess of the amount the Borrower or such Subsidiary is required to
         pay, under the established tax sharing arrangements of the Borrower and
         its Affiliates in respect of such taxable year; and (iii) promptly and
         in any event within ten Business Days after receipt thereof, copies of
         the determination of any request for a ruling or determination letter
         from the Internal Revenue Service or any other taxation authority or
         Governmental Authority regarding the actual or asserted tax liability
         or deficiency of the Borrower or any of its Subsidiaries.

                  (n) Environmental Conditions. Promptly and in any event within
         five Business Days after a Responsible Officer of the Borrower or any
         of its Subsidiaries becomes aware of the assertion or occurrence
         thereof:

                           (i) notice of any condition or occurrence on or
                  arising from any property owned or operated by the Borrower or
                  any of its Subsidiaries that resulted or is alleged by any
                  Governmental Authority to have resulted in noncompliance in
                  any material respect by the Borrower or such Subsidiary with
                  any applicable Environmental Law or Environmental Permit;

                           (ii) any condition or occurrence on any property
                  owned or operated by the Borrower or any of its Subsidiaries
                  that is reasonably expected to cause such property to be
                  subject to any restrictions on the ownership, occupancy, use
                  or transferability by the Borrower or such Subsidiary of such
                  property under any Environmental Law which, either
                  individually or in the aggregate, is reasonably expected to
                  have a Material Adverse Effect; and

                           (iii) the taking of any removal or remedial action in
                  response to the actual or alleged presence of any Hazardous
                  Material on any property owned or operated by the Borrower or
                  any of its Subsidiaries as required by any Environmental Law,
                  any Environmental Permit or any Governmental Authority.

         All such notices shall describe in reasonable detail the nature of the
         condition, occurrence, removal or remedial action described therein
         and, in the case of each such condition or occurrence, the action that
         the Borrower or such Subsidiary has taken and/or proposes to take with
         respect thereto.

                  (o) Insurance. As soon as available and in any event within 30
         days after the end of each Fiscal Year, a report summarizing the
         insurance coverage in effect for the Borrower and each of its
         Subsidiaries, specifying therein the type, carrier, amount, deductibles
         and co-insurance requirements and expiration dates thereof and
         containing such additional information as any of the Lender Parties,
         through the Administrative Agent, may reasonably request.

                  (p) Year 2000 Compliance. Promptly upon the discovery or
         determination thereof by any Responsible Officer of the Borrower,
         notice of any computer application (including any such computer
         application of its or any of its Subsidiary's suppliers, vendors and
         customers) that is material to its or any of its Subsidiaries'
         business, financial condition or operations and will not be able on a
         timely basis to perform properly date-sensitive functions for all dates
         before and after January 1, 2000, except 
<PAGE>   109
                                     -106-


         to the extent that such failure, either individually or in the
         aggregate, is not reasonably expected to have a Material Adverse
         Effect.

                  (q) Other Information. Such other information respecting the
         business, condition (financial or otherwise), operations, liabilities
         (actual or contingent), performance, properties or prospects of the
         Borrower or any of its Subsidiaries as any of the Lender Parties,
         through the Administrative Agent, may from time to time reasonably
         request.

                  SECTION 5.04. Financial Covenants. So long as any of the
Advances or any of the other Obligations of any Loan Party under or in respect
of any of the Loan Documents shall remain unpaid, any of the Letters of Credit
shall remain outstanding or any of the Lender Parties shall have any Commitment
hereunder, the Borrower will:

                  (a) Minimum Consolidated EBITDA. Maintain Consolidated EBITDA
         of the Borrower and its Subsidiaries as of the last day of each Fiscal
         Quarter of not less than the amount set forth below for each Fiscal
         Quarter set forth below:

<TABLE>
<CAPTION>
 FISCAL QUARTER
   ENDING IN                                    AMOUNT
----------------                             ------------
<S>                                          <C>
June 1998                                    $50,200,000

September 1998                                73,400,000

December 1998                                 88,100,000
</TABLE>

         ; provided, however, that if at any time on or prior to December 31,
         1998 the aggregate amount of the Facilities is reduced to not more than
         $400,000,000 solely from the application of the Net Cash Proceeds
         received from one or more sales, lease, transfers or other dispositions
         of property and assets of the Borrower and its Subsidiaries and/or one
         or more issuances and sales of Borrower Common Stock, then the Borrower
         shall no longer be required to comply with any of the terms of this
         subsection (a) applicable to it after such time.

                  (b) Leverage Ratio. Maintain a Leverage Ratio at all times
         during each Measurement Period of not more than the amount set forth
         below for each Measurement Period set forth below:

<TABLE>
<CAPTION>
MEASUREMENT PERIOD
   ENDING IN                                      RATIO
------------------                                -----
<S>                                               <C>
June 1998                                         7.30:1

September 1998                                    6.35:1

December 1998                                     5.70:1

March 1999                                        4.75:1
</TABLE>
<PAGE>   110
                                     -107-

<TABLE>
<CAPTION>
MEASUREMENT PERIOD
   ENDING IN                                      RATIO
------------------                                -----
<S>                                               <C>
June 1999                                         4.50:1

September 1999                                    4.25:1

December 1999                                     3.50:1

March 2000 and                                    3.00:1
  thereafter
</TABLE>

                  (c) Fixed Charge Coverage Ratio. Maintain a Fixed Charge
         Coverage Ratio as of the last day of (i) the Measurement Period ending
         in June 1998 of not less than 1:00:1 and (ii) each Measurement Period
         thereafter of not less than 1.05.

                                   ARTICLE VI

                                EVENTS OF DEFAULT


                  SECTION 6.01. Events of Default. If any of the following
events ("EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) the Borrower shall fail to pay any principal of or any
         interest on any Advance when the same shall become due and payable, or
         any of the Loan Parties shall fail to make any other payment under or
         in respect of any of the Loan Documents required to have been made by
         it, when the same shall become due and payable, in each case whether by
         scheduled maturity or at a date fixed for prepayment or by
         acceleration, demand or otherwise; or

                  (b) any representation or warranty made by any of the Loan
         Parties (or any of their respective officers) under or in connection
         with any of the Loan Documents (including, without limitation, in any
         certificate, report, statement or other writing at any time furnished
         (or deemed to have been furnished) to the Administrative Agent or any
         of the Lender Parties by or on behalf of any of the Loan Parties) shall
         prove to have been incorrect in any material respect on the date as of
         which it was made or deemed made; or

                  (c) (i) the Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 2.15, 5.01(a)(ii),
         5.01(b), 5.01(d), 5.01(h) or 5.01(i) or Section 5.02, 5.03 or 5.04 or
         (ii) any of the other Loan Parties shall fail to perform or observe any
         term, covenant or agreement contained in Section 4 or 7 of the
         Subsidiaries Guarantee on its part to be performed or observed; or

                  (d) any of the Loan Parties shall fail to perform or observe
         any term, covenant or agreement contained in any of the Loan Documents
         on its part to be performed or observed that is not otherwise referred
         to in Section 6.01(c) if such failure shall remain unremedied for at
         least 30 consecutive days after the earlier of the date on which (i) a
         Responsible Officer of the Borrower or any 
<PAGE>   111
                                     -108-


         of its Subsidiaries first becomes aware of such failure and (ii)
         written notice thereof shall have been given to the Borrower by the
         Administrative Agent or any of the Lender Parties; or

                  (e) (i) the Borrower or any of its Subsidiaries shall fail to
         pay any principal of, premium or interest on, or any other amount
         payable in respect of, one or more items of Indebtedness of the
         Borrower and its Subsidiaries (excluding Indebtedness outstanding
         hereunder) that is outstanding (or under which one or more Persons have
         a commitment to extend credit) in an aggregate principal amount (or, in
         the case of any Hedge Agreement, having an Agreement Value) of at least
         $10,000,000 at the time of such failure, when the same becomes due and
         payable (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreements
         or instruments relating to all such Indebtedness; or (ii) any other
         event shall occur or condition shall exist under the agreements or
         instruments relating to one or more items of Indebtedness of the
         Borrower and its Subsidiaries (excluding Indebtedness outstanding
         hereunder) that is outstanding (or under which one or more Persons have
         a commitment to extend credit) in an aggregate principal amount (or, in
         the case of any Hedge Agreement, having an Agreement Value) of at least
         $10,000,000 at the time of such other event or condition, and shall
         continue after the applicable grace period, if any, specified in all
         such agreements or instruments, if the effect of such event or
         condition is to accelerate, or to permit the acceleration of, the
         maturity of such Indebtedness or otherwise to cause, or to permit the
         holder thereof to cause, such Indebtedness to mature; or (iii) one or
         more items of Indebtedness of the Borrower and its Subsidiaries
         (excluding Indebtedness outstanding hereunder) that is outstanding (or
         under which one or more Persons have a commitment to extend credit) in
         an aggregate principal amount (or, in the case of any Hedge Agreement,
         having an Agreement Value) of at least $10,000,000 shall be declared to
         be due and payable or required to be prepaid or redeemed (other than by
         a regularly scheduled or required prepayment or redemption), purchased
         or defeased, or an offer to prepay, redeem, purchase or defease such
         Indebtedness shall be required to be made, in each case prior to the
         stated maturity thereof; or

                  (f) the Borrower or any of its Subsidiaries shall generally
         not pay its debts as such debts become due, or shall admit in writing
         its inability to pay its debts generally, or shall make a general
         assignment for the benefit of creditors; or any proceeding shall be
         instituted by or against the Borrower or any of its Subsidiaries
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver, trustee, administrator or other similar official for it
         or for any substantial part of its property and assets and, in the case
         of any such proceeding instituted against it (but not instituted by it)
         that is being diligently contested by it in good faith, either such
         proceeding shall remain undismissed or unstayed for a period of at
         least 60 consecutive days or any of the actions sought in such
         proceeding (including, without limitation, the entry of an order for
         relief against, or the appointment of a receiver, trustee, custodian or
         other similar official for, it or any substantial part of its property
         and assets) shall occur; or any event or action analogous to or having
         a substantially similar effect to any of the events or actions set
         forth above in this Section 6.01(f) (other than a solvent
         reorganization) shall occur under the Requirements of Law of any
         jurisdiction applicable to the Borrower or any of its Subsidiaries; or
         the Borrower or any of its Subsidiaries shall take any corporate,
         partnership, limited liability company or other similar action to
         authorize any of the actions set forth above in this Section 6.01(f);
         or
<PAGE>   112
                                     -109-


                  (g) one or more judgments or orders for the payment of money
         in excess of $10,000,000 in the aggregate shall be rendered against one
         or more of the Borrower and its Subsidiaries and shall remain
         unsatisfied and either (i) enforcement proceedings shall have been
         commenced by any creditor upon any such judgment or order or (ii) there
         shall be any period of at least ten consecutive Business Days during
         which a stay of enforcement of any such judgment or order, by reason of
         a pending appeal or otherwise, shall not be in effect; provided,
         however, that any such judgment or order shall not give rise to an
         Event of Default under this Section 6.01(g) if and for so long as (A)
         the amount of such judgment or order which remains unsatisfied is
         covered by a valid and binding policy of insurance between the
         defendant and the insurer covering full payment thereof and (B) such
         insurer has been notified, and has not disputed the claim made for
         payment, of the amount of such judgment or order; or

                  (h) one or more nonmonetary judgments or orders (including,
         without limitation, writs or warrants of attachment, garnishment,
         execution, distraint or similar process) shall be rendered against the
         Borrower or any of its Subsidiaries that, either individually or in the
         aggregate, is reasonably expected to have a Material Adverse Effect or
         to result in an Exclusion Event, and there shall be any period of at
         least ten consecutive Business Days during which a stay of enforcement
         of any such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; or

                  (i) (i) the Borrower or any of its Subsidiaries shall default
         in the performance, observance or fulfillment of any of the terms or
         conditions set forth in any of the OIG Settlement Agreements applicable
         to it, which default, either individually or in the aggregate, is
         reasonably expected to result in an Exclusion Event or in any monetary
         liability of the Borrower or any of its Subsidiaries; or (ii) any of
         the OIG Settlement Agreements shall be revoked, rescinded or
         disaffirmed, or shall terminate or otherwise cease to be in effect, or
         shall become terminable or cease to be valid and binding on or
         enforceable against, any Person party thereto for any reason (other
         than, in each case under this clause (ii), pursuant to the terms
         thereof in the absence of a default by the Borrower or any of its
         Subsidiaries); or (iii) the OIG or any other Governmental Authority, or
         any Person bound by or otherwise subject to the terms of any of the OIG
         Settlement Agreements, shall obtain an indictment or otherwise initiate
         or reinstitute any action or proceeding (whether criminal or civil) on
         the basis, in whole or in part, of the facts, allegations, claims or
         potential claims which are the subject of any of the OIG Settlement
         Agreements; or

                  (j) any provision of any of the Loan Documents after delivery
         thereof pursuant to Section 3.01, 5.01(j) or 5.02(k) shall for any
         reason (other than pursuant to the terms thereof) cease to be valid and
         binding on or enforceable against any of the Loan Parties intended to
         be a party to it, or any such Loan Party shall so state in writing; or

                  (k) any of the following events or conditions shall have
         occurred and such event or condition, when aggregated with any and all
         other such events or conditions set forth in this subsection (k), has
         resulted or is reasonably expected to result in liabilities of the Loan
         Parties and/or the ERISA Affiliates in an aggregate amount exceeding
         $10,000,000 at any time:

                           (i) any ERISA Event shall have occurred with respect
                  to a Plan; or
<PAGE>   113
                                     -110-


                           (ii) any of the Loan Parties or any of the ERISA
                  Affiliates shall have been notified by the sponsor of a
                  Multiemployer Plan that it has incurred Withdrawal Liability
                  to such Multiemployer Plan; or

                           (iii) any of the Loan Parties or any of the ERISA
                  Affiliates shall have been notified by the sponsor of a
                  Multiemployer Plan that such Multiemployer Plan is in
                  reorganization, is insolvent or is being terminated, within
                  the meaning of Title IV of ERISA, and, as a result of such
                  reorganization, insolvency or termination, the aggregate
                  annual contributions of the Loan Parties and the ERISA
                  Affiliates to all of the Multiemployer Plans that are in
                  reorganization, are insolvent or being terminated at such time
                  have been or will be increased over the amounts contributed to
                  such Multiemployer Plans for the plan years of such
                  Multiemployer Plans immediately preceding the plan year in
                  which such reorganization, insolvency or termination occurs;
                  or

                           (iv) any "accumulated funding deficiency" (as defined
                  in Section 302 of ERISA and Section 412 of the Internal
                  Revenue Code), whether or not waived, shall exist with respect
                  to one or more of the Plans, or any Lien shall exist on the
                  property and assets of any of the Loan Parties or any of the
                  ERISA Affiliates in favor of the PBGC or any Plan; or

                  (l) the Borrower or any of its Subsidiaries shall suspend or
         discontinue all or any part of its businesses and operations other than
         in the ordinary course of business (determined on the basis of past
         practices) and such suspension or discontinuance, either individually
         or in the aggregate, is reasonably expected to have a Material Adverse
         Effect; or

                  (m) an Exclusion Event shall occur; or

                  (n) a Change of Control shall occur; or

                  (o) (i) an "Event of Default" (as defined in the Senior Notes
         Indenture or the TAPS Indenture) shall have occurred and be continuing
         under the Senior Notes Indenture or the TAPS Indenture or (ii) a
         "Termination Event" (as defined in the TAPS Purchase Contract) shall
         have occurred and be continuing under the TAPS Purchase Contract;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of each of the Lender Parties and the obligation of each
of the Lender Parties to make Advances (other than Letter of Credit Advances by
the Issuing Bank or any of the Revolving Credit Lenders pursuant to Section
2.03(c)(i) and Swing Line Advances by any of the Revolving Credit Lenders
pursuant to Section 2.02(b)(ii)) and of the Issuing Bank to issue Letters of
Credit to be terminated, whereupon the same shall forthwith terminate, and (ii)
shall at the request, or may with the consent, of the Required Lenders, (A) by
notice to the Borrower, declare the Notes, all interest thereon and all other
amounts payable under or in respect of this Agreement and the other Loan
Documents to be forthwith due and payable, whereupon the Notes, all such
interest and all such other amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower, (B) by notice to each
party required under the terms of any agreement in support of which a Letter of
Credit is issued, request that all of the Obligations under such agreement be
declared to be due and payable and (C) by notice to the Issuing Bank, direct the
Issuing Bank to deliver a Default Termination Notice to the beneficiary of each
Letter of Credit issued by it (and, upon 
<PAGE>   114
                                     -111-


receipt of such direction, the Issuing Bank shall deliver all such Default
Termination Notices); provided, however, that in the event of an actual or
deemed entry of an order for relief with respect to the Borrower under the
United States Federal Bankruptcy Code or a similar order or action under any
other Requirements of Law covering the protection of creditors' rights or the
relief of debtors applicable to the Borrower, (1) the Commitments of each of the
Lender Parties and the obligation of each of the Lender Parties to make Advances
(other than Letter of Credit Advances by the Issuing Bank or any of the
Revolving Credit Lenders pursuant to Section 2.03(c)(i) and Swing Line Advances
by any of the Revolving Credit Lenders pursuant to Section 2.02(b)(ii)) and of
the Issuing Bank to issue Letters of Credit shall automatically be terminated
and (2) the Notes, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.

                  SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Administrative Agent on behalf of the
Lender Parties in same day funds at the Administrative Agent's office designated
in such demand, for deposit in an escrow account (the "L/C ESCROW ACCOUNT") to
be established at NationsBank, in the name and under the control of the
Administrative Agent (but subject to the terms of this Section 6.02), an amount
equal to the aggregate Available Amount of all Letters of Credit then
outstanding. The terms applicable to the L/C Escrow Account, including the rate
of interest payable with respect to the credit balance of such account from time
to time, shall be NationsBank's standard terms applicable to escrow accounts
maintained with it. If at any time the Administrative Agent determines that any
funds held in the L/C Escrow Account are subject to any right or claim of any
Person other than the Agents and the Lender Parties or that the total amount of
such funds is less than the aggregate Available Amount of all Letters of Credit,
the Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the L/C
Escrow Account, an amount equal to the excess of (a) such aggregate Available
Amount over (b) the total amount of funds, if any, then held in the L/C Escrow
Account that the Administrative Agent determines to be free and clear of any
such right and claim. Upon the drawing of any Letter of Credit for which funds
are on deposit in the L/C Escrow Account, such funds shall be applied to
reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable, to
the extent permitted under applicable law.

                                   ARTICLE VII

                                   THE AGENTS

                  SECTION 7.01. Authorization and Action. (a) Each of the Lender
Parties (in its respective capacities as a Lender, a Swing Line Bank, the
Issuing Bank and a Hedge Bank, in each case if applicable)
hereby appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under this
Agreement and the other Loan Documents as are delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers and discretion
as are reasonably incidental thereto. As to any matters not expressly provided
for under the Loan Documents (including, without limitation, enforcement or
collection of the Notes), the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, 
<PAGE>   115
                                     -112-


and such instructions shall be binding upon all of the Lender Parties and all
holders of Notes; provided, however, that the Administrative Agent shall not be
required to take any action (i) that exposes the Administrative Agent to
personal liability or that is contrary to this Agreement or to applicable
Requirements of Law or (ii) as to which the Administrative Agent has not
received adequate security or indemnity (whether pursuant to Section 7.05 or
otherwise). If the security or indemnity furnished to the Administrative Agent
for any purpose under or in respect of the Loan Documents shall, in the good
faith opinion of the Administrative Agent, be insufficient or become impaired,
then the Administrative Agent may require additional security or indemnity and
cease, or not commence, to follow the directions or take the actions indemnified
against until such additional security or indemnity is furnished. The
Administrative Agent agrees to give to each of the Lender Parties prompt notice
of each notice given to it by the Borrower pursuant to the terms of this
Agreement.

                  (b) The Administrative Agent may from time to time in its
discretion appoint any of the Lender Parties or any of the Affiliates of a
Lender Party to act as its co-agent or subagent for purposes of executing any of
the duties and responsibilities of the Administrative Agent under or in respect
of this Agreement or any of the other Loan Documents. In such capacity, such
co-agents and subagents shall be entitled to the benefits of all provisions of
this Article VII (including, without limitation, Section 7.05, as though such
co-agents or subagents were the "Administrative Agent" under the Loan Documents)
as if set forth in full herein with respect thereto. The Administrative Agent
shall not be responsible for any gross negligence or willful misconduct of any
of the co-agents or subagents selected by it with reasonable care.

                  (c) Neither any of the Syndication Agents nor the Arranger
shall have any powers or discretion under this Agreement or any of the other
Loan Documents, and the Borrower, the Administrative Agent and each of the
Lender Parties hereby acknowledge that neither any of the Syndication Agents nor
the Arranger has any liability under this Agreement or under any of the other
Loan Documents.

                  SECTION 7.02. Administrative Agent's Reliance, Etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with the Loan Documents, except for its or their own gross
negligence or willful misconduct as determined in a final, nonappealable
judgment by a court of competent jurisdiction. Without limiting the generality
of the immediately preceding sentence, the Administrative Agent:

                  (a) may treat the payee of any Note as the holder thereof
         until the Administrative Agent receives and accepts an Assignment and
         Acceptance entered into by the Lender that is the payee of such Note,
         as assignor, and an Eligible Assignee, as assignee, as provided in
         Section 8.07;

                  (b) may consult with legal counsel (including counsel for any
         of the Loan Parties), independent public accountants and other experts
         selected by it and shall not be liable for any action taken or omitted
         to be taken in good faith by it in accordance with the advice of such
         counsel, accountants or experts;

                  (c) makes no representation or warranty to any of the
         Guaranteed Parties and shall not be responsible to any of the
         Guaranteed Parties for any statements, representations or warranties
         (whether written or oral) made in or in connection with the Loan
         Documents;

                  (d) shall not have any duty to ascertain or to inquire as to
         the performance or observance of any of the terms, covenants or
         conditions of any of the Loan Documents on the part of any of the 
<PAGE>   116
                                     -113-


         Loan Parties or to inspect the property and assets (including the books
         and records) of any of the Loan Parties;

                  (e) shall not be responsible to any of the Guaranteed Parties
         for the due execution, legality, validity, enforceability, genuineness,
         sufficiency or value of any of the Loan Documents or any other
         instrument or document furnished pursuant thereto; and

                  (f) shall incur no liability under or in respect of any of the
         Loan Documents by acting upon any notice, consent, order, certificate
         or other instrument or writing (which may be by telegram, telecopy or
         telex) believed by it to be genuine and signed or sent by the proper
         party or parties.

                  SECTION 7.03. NationsBank and Affiliates. With respect to its
Commitment or Commitments, the Advances made by it and the Note or Notes issued
to it, NationsBank shall have the same rights and powers under the Loan
Documents as any of the other Lender Parties and may exercise the same as though
it were not the Administrative Agent; and the term "Lender", "Lenders", "Lender
Party", "Lender Parties", "Guaranteed Party" or "Guaranteed Parties" shall,
unless otherwise expressly indicated, include NationsBank, NMS and their
Affiliates parties hereto in their respective individual capacities.
NationsBank, NMS and their Affiliates (whether or not parties hereto) may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, any of the Loan Parties, any of their respective Subsidiaries and any
Person who may do business with or own securities of any of the Loan Parties or
any such Subsidiary, all as if NationsBank and NMS were not Agents and without
any duty to account therefor to the other Lender Parties.

                  SECTION 7.04. Lender Credit Decision. Each of the Lender
Parties hereby acknowledges that it has, independently and without reliance upon
any of the Agents or any of the other Lender Parties and based on the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each of the Lender Parties also hereby acknowledges that it
will, independently and without reliance upon any of the Agents or any of the
other Lender Parties and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement.

                  SECTION 7.05. Indemnification. (a) Each of the Lenders hereby
severally agrees to indemnify the Administrative Agent (to the extent not
promptly reimbursed by the Borrower) from and against such Lender's ratable
share (determined as provided below in this subsection (a)) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents or any action
taken or omitted by the Administrative Agent under the Loan Documents; provided,
however, that none of the Lenders shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct as determined in a final, nonappealable
judgment by a court of competent jurisdiction. In the case of any claim,
investigation, litigation or proceeding to which the indemnity in this
subsection (a) applies, such indemnity shall be effective whether or not such
claim, investigation, litigation or proceeding is brought by the Administrative
Agent, any of the Lender Parties or a third party. Without limiting any of the
provisions of the immediately preceding sentence, each of the Lenders hereby
agrees to reimburse the Administrative Agent promptly upon demand for its
ratable share of any costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, 
<PAGE>   117
                                     -114-


administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement or any of the other Loan
Documents, to the extent that the Administrative Agent is not promptly
reimbursed for such costs and expenses by the Borrower. For purposes of this
subsection (a), the Lenders' respective ratable shares of any amount shall be
determined, at any time, according to the sum of (i) the aggregate principal
amount of all Advances owing to the respective Lenders and outstanding at such
time, (ii) the respective Lender's Pro Rata Shares of the aggregate Available
Amount of all Letters of Credit outstanding at such time, (iii) the aggregate
unused portions of the Term Commitments of the respective Lenders at such time
and (iv) the aggregate Unused Revolving Credit Commitments of the respective
Lenders at such time; provided that the aggregate principal amount of all Swing
Line Advances owing to the Swing Line Bank and all Letter of Credit Advances
owing to the Issuing Bank shall be considered to be owed to the Revolving Credit
Lenders ratably in accordance with their respective Revolving Credit
Commitments. The failure of any of the Lenders to reimburse the Administrative
Agent promptly upon demand for its ratable share of any amount required to be
paid by the Lenders to the Administrative Agent as provided in this subsection
(a) shall not relieve any of the other Lenders of its obligation hereunder to
reimburse the Administrative Agent for its ratable share of such amount, but
none of the Lenders shall be responsible for the failure of any of the other
Lenders to reimburse the Administrative Agent for such other Lender's ratable
share of such amount.

                  (b) Each of the Revolving Credit Lenders hereby severally
agrees to indemnify the Issuing Bank (to the extent not promptly reimbursed by
the Borrower) from and against such Revolving Credit Lender's ratable share
(based upon their respective Revolving Credit Commitments) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Issuing Bank in any way
relating to or arising out of the Loan Documents or any action taken or omitted
by the Issuing Bank under the Loan Documents; provided, however, that none of
the Revolving Credit Lenders shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Issuing Bank's gross
negligence or willful misconduct as determined in a final, nonappealable
judgment by a court of competent jurisdiction. In the case of any claim,
investigation, litigation or proceeding to which the indemnity in this
subsection (b) applies, such indemnity shall be effective whether or not such
claim, investigation, litigation or proceeding is brought by the Issuing Bank,
any of the Lender Parties or a third party. Without limiting any of the
provisions of the immediately preceding sentence, each of the Revolving Credit
Lenders hereby agrees to reimburse the Issuing Bank promptly upon demand for its
ratable share (based upon their respective Revolving Credit Commitments) of any
costs and expenses (including, without limitation, reasonable fees and expenses
of counsel) incurred by the Issuing Bank in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement or any of
the other Loan Documents, to the extent that the Issuing Bank is not promptly
reimbursed for such costs and expenses by the Borrower. The failure of any of
the Revolving Credit Lenders to reimburse the Issuing Bank promptly upon demand
for its ratable share of any amount required to be paid by the Revolving Credit
Lenders to the Issuing Bank as provided in this subsection (b) shall not relieve
any of the other Revolving Credit Lenders of its obligation hereunder to
reimburse the Issuing Bank for its ratable share of such amount, but none of the
Revolving Credit Lenders shall be responsible for the failure of any of the
other Revolving Credit Lenders to reimburse the Issuing Bank for such other
Revolving Credit Lender's ratable share of such amount.

                  (c) Without prejudice to the survival of any other agreement
of any of the Lenders hereunder, the agreement and obligations of each of the
Lenders contained in this Section 7.05 shall survive 
<PAGE>   118
                                     -115-


the payment in full of all principal, interest and other amounts payable under
(and specified in) this Agreement and the other Loan Documents.

                  SECTION 7.06. Successor Administrative Agent. The
Administrative Agent may resign as to any or all of the Facilities at any time
by giving written notice thereof to the Lender Parties and the Borrower and may
be removed as to all of the Facilities at any time with or without cause by the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent as to such of
the Facilities as to which the Administrative Agent has resigned or been
removed; provided that, so long as no Default shall have occurred and be
continuing, the Borrower shall have the right to consent to any such successor
Administrative Agent, such consent not to be unreasonably withheld and to be
deemed to have been given if the Borrower does not object to the proposed
successor Administrative Agent within five Business Days after receiving notice
thereof. If no successor Administrative Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Administrative Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders and the other
Guaranteed Parties, appoint a successor Administrative Agent, which shall be a
commercial bank organized under the laws of the United States of America or of
any state thereof and having a combined capital and surplus of at least
$500,000,000. If within 45 days after written notice is given of the retiring
Administrative Agent's resignation or removal as to any or all of the Facilities
under this Section 7.06 no successor Administrative Agent shall have been
appointed and shall have accepted such appointment, then on such 45th day (a)
the retiring Administrative Agent's resignation or removal shall become
effective as to such of the Facilities as to which the Administrative Agent has
resigned or been removed, (b) the retiring Administrative Agent shall thereupon
be discharged from its duties and obligations as to such Facilities under the
Loan Documents and (c) the Required Lenders shall thereafter perform all duties
and obligations of the retiring Administrative Agent as to such Facilities under
the Loan Documents until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above in this Section 7.06. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent as to all of the Facilities, such successor Administrative
Agent shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent as to less
than all of the Facilities, such successor Administrative Agent shall succeed to
and become vested with all the rights, powers, discretion, privileges and duties
of the retiring Administrative Agent as to such Facilities, other than with
respect to funds transfers and other similar aspects of the administration of
Borrowings under such Facilities, issuances of Letters of Credit
(notwithstanding any resignation as Administrative Agent with respect to the
Letter of Credit Facility) and payments by the Borrower in respect of such
Facilities, and the retiring Administrative Agent shall be discharged from its
duties and obligations under the Loan Documents as to such Facilities, other
than as aforesaid. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent as to all of the Facilities, the
provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent as to any
of the Facilities under this Agreement.
<PAGE>   119
                                     -116-


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement, the Notes or any of the other Loan Documents
(except to the extent otherwise expressly provided for therein), nor consent to
any departure by any of the Loan Parties therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that:

                  (a)      no amendment, waiver or consent shall, unless in
         writing and signed by all of the Lenders (other than any of the Lenders
         that is, at such time, a Defaulting Lender), do any of the following at
         any time:

                           (i) waive any of the conditions specified in Section
                  3.01 or, in the case of the Initial Extensions of Credit,
                  Section 3.02;

                           (ii) change the number of Lenders or the percentage
                  of the Commitments or the aggregate outstanding principal
                  amount of Advances or the aggregate Available Amount of
                  outstanding Letters of Credit that, in each case, shall be
                  required for the Lender Parties or any of them to take any
                  action hereunder;

                           (iii) reduce or limit the obligations of any of the
                  Material Subsidiaries party to the Subsidiaries Guarantee
                  under Section 1 of the Subsidiaries Guarantee or otherwise
                  limit any of the Material Subsidiaries' liability with respect
                  to the Obligations owing to the Agents and the other
                  Guaranteed Parties;

                           (iv) permit the creation, incurrence, assumption or
                  existence of any Lien on any material portion of the property
                  and assets of the Borrower and its Subsidiaries, taken as a
                  whole, in any transaction or series of related transactions to
                  secure any Obligations other than Obligations owing to the
                  Agents and the Guaranteed Parties under or in respect of the
                  Loan Documents; or

                           (v) amend this Section 8.01; and

                  (b)      no amendment, waiver or consent shall, unless in
         writing and signed by the Required Lenders and each of the Lenders
         (other than any of the Lenders that is, at such time, a Defaulting
         Lender) that has a Commitment under the Term A Facility, the Term B
         Facility or the Revolving Credit Facility if such Lender is directly
         affected by such amendment, waiver or consent:

                           (i) increase the Commitments of such Lender or
                  subject such Lender to any additional Obligations;

                           (ii) reduce the principal of, or interest on, the
                  Notes held by such Lender or any fees or other amounts payable
                  hereunder to such Lender;
<PAGE>   120
                                     -117-


                           (iii) postpone any date scheduled for any payment of
                  principal of, or interest on, the Notes held by such Lender
                  (other than pursuant to Section 2.04(a)) or any fees or other
                  amounts payable hereunder to such Lender; or

                           (iv) change the order of application of any
                  prepayment set forth in Section 2.05 or 2.06 in any manner
                  that materially affects such Lender; and

provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Bank or the Issuing Bank, as the case may be, in
addition to the Lenders required above to take such action, affect the rights or
duties of the Swing Line Bank or the Issuing Bank, respectively, under this
Agreement or any of the other Loan Documents; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement or any of the other Loan Documents. Notwithstanding any of the
foregoing provisions of this Section 8.01, none of the defined terms set forth
in Section 1.01 shall be amended, supplemented or otherwise modified hereafter
in any manner that would change the meaning, purpose or effect of this Section
8.01 or any section referred to herein unless such amendment, supplement or
modification is agreed to in writing by the number and percentage of Lenders
(and the Issuing Bank, the Swing Line Bank and Administrative Agent, in each
case if applicable) otherwise required to amend such section under the terms of
this Section 8.01.

                  SECTION 8.02. Notices, Etc. (a) All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy or telex communication) and mailed, telegraphed,
telecopied, telexed or delivered:

                  (i) if to the Borrower, at its address at 3000 Galleria Tower,
         Suite 1000, Birmingham, Alabama 35244, Telecopier No.: (205) 733-9780,
         Attention: Mr. Peter J. Clemens, IV, with a copy of each notice
         relating to the occurrence and continuance (or potential occurrence) of
         any Default, to the General Counsel of the Borrower at the same address
         (Telecopier No.: (205) 982-7709);

                  (ii) if to any of the Initial Lenders, the Swing Line Bank or
         the Initial Issuing Bank, at its Base Rate Lending Office specified
         opposite its name on Schedule I hereto;

                  (iii) if to any of the other Lender Parties, at its Base Rate
         Lending Office specified on Schedule I to the Assignment and Acceptance
         pursuant to which it became a Lender Party; and

                  (iv) if to the Administrative Agent, at its address at
         Independence Center, 101 North Tryon Street, 15th Floor, Charlotte,
         North Carolina 28255 (Telecopier No. (704) 386-9923), Attention:
         Corporate Credit Services; or

                  (v) as to the Borrower or the Administrative Agent, at such
         other address as shall be designated by such party in a written notice
         to each of the other parties and, as to each other party, or such other
         address as shall be designated by such party in a written notice to
         each of the Borrower and the Administrative Agent.

All such notices and communications shall, when mailed, telegraphed, telecopied
or telexed, be effective when deposited in the mails, delivered to the telegraph
company, transmitted by telecopier or confirmed by telex answerback,
respectively, addressed as aforesaid, except that notices and communications to
the Administrative 
<PAGE>   121
                                     -118-


Agent pursuant to Article II, III or VII shall not be effective until received
by the Administrative Agent. Delivery by telecopier of an executed counterpart
of any amendment or waiver of any provision of this Agreement or the Notes or of
any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of an originally executed counterpart thereof.

                  (b) If any notice required under this Agreement is permitted
to be made, and is made, by telephone, actions taken or omitted to be taken in
reliance thereon by the Administrative Agent or any of the Lender Parties shall
be binding upon the Borrower and the other Loan Parties notwithstanding any
inconsistency between the notice provided by telephone and any subsequent
writing in confirmation thereof provided to the Administrative Agent or such
Lender Party; provided that any such action taken or omitted to be taken by the
Administrative Agent or such Lender Party shall have been in good faith and in
accordance with the terms of this Agreement.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any of the Lender Parties or the Administrative Agent to exercise, and no delay
in exercising, any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof or consent thereto; nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies herein provided are cumulative and not exclusive of any remedies
provided under applicable law.

                  SECTION 8.04. Indemnification. (a) The Borrower hereby agrees
to pay on demand (i) all reasonable costs and expenses of the Administrative
Agent and the Arranger in connection with the preparation, execution, delivery,
administration, modification and amendment of the Loan Documents (including,
without limitation, (A) all due diligence, syndication, transportation,
computer, duplication, audit, insurance, consultant and search fees and expenses
and (B) the reasonable fees and expenses of counsel for the Administrative Agent
with respect thereto, with respect to advising the Administrative Agent as to
its rights and responsibilities, or the protection or preservation of rights or
interests, under the Loan Documents, with respect to negotiations with any of
the Loan Parties or with other creditors of any of the Loan Parties or any of
their Subsidiaries arising out of any Default or any events or circumstances
that may give rise to a Default and with respect to presenting claims in or
otherwise participating in or monitoring any bankruptcy, insolvency or other
similar proceeding involving creditors' rights generally and any proceeding
ancillary thereto) and (ii) all costs and expenses of the Administrative Agent
and the Lender Parties in connection with the enforcement of the Loan Documents,
whether in any action, suit or litigation, any bankruptcy, insolvency or other
similar proceeding affecting creditors' rights generally (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative
Agent and each of the Lender Parties with respect thereto).

                  (b) The Borrower hereby agrees to indemnify and hold harmless
each of the Agents, each of the Lender Parties and each of their respective
affiliates and their respective officers, directors, employees, agents and
advisors (each an "INDEMNIFIED PARTY") from, and hold each of them harmless
against, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (i) the Transaction (or any
aspect thereof), the Facilities, the actual or proposed use of the proceeds of
the Advances or the Letters of Credit, the Loan Documents or any of the
transactions contemplated thereby, (ii) any acquisition or proposed acquisition
by the Borrower or any of its Subsidiaries or Affiliates of all or any portion
of the Equity Interests in, or all or substantially all the property and assets
of, any other Person or (iii) the actual or alleged presence of 
<PAGE>   122
                                     -119-


Hazardous Materials on any property the Borrower or any of its Subsidiaries or
any Environmental Action relating in any way to the Borrower or any of its
Subsidiaries, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this subsection (b) applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding
is brought by any of the Loan Parties, its directors, shareholders or creditors
or an Indemnified Party or any Indemnified Party is otherwise a party thereto
and whether or not the Transaction or any of the other transactions contemplated
hereby are consummated. If and to the extent that the indemnity in this
subsection (b) is unenforceable for any reason, the Borrower hereby agrees to
make to each applicable Indemnified Party the maximum contribution to the
payment of the claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) for which the
indemnity in this subsection (b) has been determined to be unenforceable that is
permitted under applicable law. The Borrower also agrees not to assert any claim
against any of the Agents, any of the Lender Parties or any of their respective
affiliates, or any of their respective officers, directors, employees, attorneys
and agents, on any theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to the Transaction (or any
aspect thereof), the Facilities, the actual or proposed use of the proceeds of
the Advances or the Letters of Credit, the Loan Documents or any of the
transactions contemplated thereby, except to the extent, in the case of any such
Person, that such claim is found in a final, nonappealable judgment by a court
of competent jurisdiction to have resulted from such Person's gross negligence
or willful misconduct.

                  (c) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender Party other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.09(b)(i) or
2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, or by an Eligible Assignee to a Lender Party other than on
the last day of the Interest Period for such Advance upon an assignment of
rights and obligations under this Agreement pursuant to Section 8.07 as a result
of a demand by the Borrower pursuant to Section 8.07(a), or if the Borrower
fails to make any payment or prepayment of an Advance for which a notice of
prepayment has been given or that is otherwise required to be made, whether
pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon
demand by such Lender Party (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender Party any
amounts required to compensate such Lender Party for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment,
including, without limitation, any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender Party to fund or maintain such
Advance.

                  (d) If any of the Loan Parties fails to pay when due any
costs, expenses or other amounts payable by it under or in respect of any of the
Loan Documents (including, without limitation, fees and expenses of counsel and
indemnification payments), such amount may be paid on behalf of such Loan Party
by the Administrative Agent or any of the Lender Parties, in its sole
discretion.

                  (e) Without prejudice to the survival of any other agreement
of any of the Loan Parties hereunder or under or in respect of any other Loan
Document, the agreements and obligations of the Borrower contained in Sections
2.10 and 2.12 and this Section 8.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under and in
respect of any of the other Loan Documents.
<PAGE>   123
                                     -120-


                  SECTION 8.05. Right of Set-off. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each of the Lender Parties and each of their
respective affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted under applicable law, to set off and otherwise
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
Party or such affiliate to or for the credit or the account of the Borrower
against any and all of the Obligations of the Borrower now or hereafter existing
under this Agreement and the Note or Notes, if any, held by such Lender Party,
irrespective of whether such Lender Party shall have made any demand under this
Agreement or such Note or Notes and although such obligations may be unmatured.
Each of the Lender Parties hereby agrees promptly to notify the Borrower after
any such setoff and application; provided, however, that the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each of the Lender Parties and their respective affiliates under this
Section 8.05 are in addition to other rights and remedies (including, without
limitation, other rights of setoff) that such Lender Party and its respective
Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been notified
by each of the Initial Lenders, the Swing Line Bank and the Initial Issuing Bank
that such Initial Lender, the Swing Line Bank and the Initial Issuing Bank has
executed it and, thereafter, shall be binding upon and inure to the benefit of,
and be enforceable by, the Borrower, each of the Agents and each of the Lender
Parties and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lender Parties.

                  SECTION 8.07. Assignments and Participations. (a) Each of the
Lenders may, and so long as no Default under Section 6.01(a) or 6.01(f) or Event
of Default has occurred and is continuing, if demanded by the Borrower
(following (i) a demand by such Lender for the payment of additional
compensation pursuant to Section 2.10(a), 2.10(b) or 2.12 or (ii) an assertion
by such Lender pursuant to Section 2.10(c) or 2.10(d) that it is impractical or
unlawful for such Lender to make Eurodollar Rate Advances), upon at least five
Business Days' notice to such Lender and the Administrative Agent, each of the
Lenders will, assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment or Commitments, the Advances owing to it and the Note
or Notes held by it); provided, however, that:

                  (A) each such assignment with respect to any of the Facilities
         shall be of a uniform, and not a varying, percentage of all rights and
         obligations under and in respect of such Facility;

                  (B) except in the case of an assignment to a Person that
         immediately prior to such assignment was a Lender or an assignment of
         all of a Lender's rights and obligations under one or more of the
         Facilities, the aggregate amount of the Commitments of the assigning
         Lender under all of the Facilities being assigned pursuant to each such
         assignment (determined as of the date of the Assignment and Acceptance
         with respect to such assignment) shall in no event be less than
         $5,000,000 or such other amount as the Administrative Agent and the
         assigning Lender and, so long as no Default under Section 6.01(a) or
         6.01(f) or Event of Default has occurred and is continuing, the
         Borrower shall agree;

                  (C) each such assignment shall be to an Eligible Assignee;
<PAGE>   124
                                     -121-


                  (D) each such assignment made as a result of a demand by the
         Borrower pursuant to this Section 8.07(a) shall be arranged by the
         Borrower with the approval of the Administrative Agent, which approval
         shall not be unreasonably withheld or delayed, and shall be either an
         assignment of all of the rights and obligations of the assigning Lender
         under this Agreement or an assignment of a portion of such rights and
         obligations made concurrently with another such assignment or other
         such assignments that, in the aggregate, cover all of the rights and
         obligations of the assigning Lender under this Agreement;

                  (E) no Lender shall be obligated to make any such assignment
         as a result of a demand by the Borrower pursuant to this Section
         8.07(a) unless and until such Lender shall have received one or more
         payments from one or more Eligible Assignees in an aggregate amount at
         least equal to the aggregate outstanding principal amount of all
         Advances owing to such Lender, together with accrued interest thereon
         to the date of payment of such principal amount, and from the Borrower
         and/or one or more Eligible Assignees in an aggregate amount equal to
         all other amounts payable to such Lender under this Agreement and the
         Notes (including, without limitation, any amounts owing under Sections
         2.10, 2.12 and 8.04);

                  (F) the parties to each such assignment shall execute and
         deliver to the Administrative Agent, for its acceptance and recording
         in the Register, an Assignment and Acceptance, together with any Note
         or Notes subject to such assignment; and

                  (G) except in the case of an assignment by any of the Lenders
         to an Approved Fund of such Lender, the Lender assignor (or, if such
         assignment is being made pursuant to a demand by the Borrower therefor
         under this Section 8.07(a), the Borrower or the Lender assignee) shall
         pay to the Administrative Agent a processing and recordation fee of
         $3,500.

                  (b) The Issuing Bank may assign to any other Person all, but
not a portion of, its rights and obligations under the undrawn portion of its
Letter of Credit Commitment at any time; provided, however, that:

                  (i) each such assignment shall be to an Eligible Assignee; and

                  (ii) the parties to each such assignment shall execute and
         deliver to the Administrative Agent, for its acceptance and recording
         in the Register, an Assignment and Acceptance, together with a
         processing and recordation fee of $3,500.

The Swing Line Bank may not assign or otherwise transfer to any other person any
of its rights or obligations under its Swing Line Commitment.

                  (c) Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in such Assignment and Acceptance,
(i) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender or the
Issuing Bank hereunder and (ii) the Lender or Issuing Bank assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights (other than
its rights under Sections 2.10, 2.12 and 8.04 (and other similar provisions of
the other Loan Documents that are specified under the terms of such other Loan
Documents to survive the payment in full of the Obligations of the Loan Parties
under 
<PAGE>   125
                                     -122-


or in respect of the Loan Documents) to the extent any claim thereunder relates
to an event arising prior to such assignment) and be released from its
obligations (other than its obligations under Section 7.05 to the extent any
claim thereunder relates to an event arising prior to such assignment) under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

                  (d) By executing and delivering an Assignment and Acceptance,
the Lender or the Issuing Bank assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as follows:

                  (i) other than as provided in such Assignment and Acceptance,
         such assigning Lender or Issuing Bank makes no representation or
         warranty and assumes no responsibility with respect to any statements,
         warranties or representations made in or in connection with this
         Agreement or any of the other Loan Documents, or the execution,
         legality, validity, enforceability, genuineness, sufficiency or value
         of this Agreement or any of the other Loan Documents, or any other
         instrument or document furnished pursuant hereto or thereto;

                  (ii) such assigning Lender or Issuing Bank makes no
         representation or warranty and assumes no responsibility with respect
         to the financial condition of the Borrower or any of the other Loan
         Parties or the performance or observance by the Borrower or any of the
         other Loan Parties of any of its Obligations under or in respect of any
         of the Loan Documents, or any other instrument or document furnished
         pursuant thereto;

                  (iii) such assignee confirms that it has received a copy of
         this Agreement, together with copies of the financial statements
         referred to in Section 4.01 and such other documents and information as
         it has deemed appropriate to make its own credit analysis and decision
         to enter into such Assignment and Acceptance;

                  (iv) such assignee will, independently and without reliance
         upon any of the Agents, such assigning Lender or any of the other
         Lender Parties and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under this Agreement;

                  (v) such assignee confirms that it is an Eligible Assignee;

                  (vi) such assignee appoints and authorizes the Administrative
         Agent to take such action as an agent on its behalf and to exercise
         such powers and discretion under the Loan Documents as are delegated to
         the Administrative Agent by the terms hereof, together with such powers
         and discretion as are reasonably incidental thereto; and

                  (vii) such assignee agrees that it will perform in accordance
         with their terms all of the obligations that by the terms of this
         Agreement are required to be performed by it as a Lender Party.

                  (e) The Administrative Agent, acting for this purpose (but
only for this purpose) as the agent of the Borrower, shall maintain at its
address set forth in Section 8.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lender Parties and the Commitment under each of the
Facilities of, and principal amount of the Advances 
<PAGE>   126
                                     -123-


owing under each of the Facilities to, each of the Lender Parties from time to
time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the
Administrative Agent and the Lender Parties shall treat each Person whose name
is recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower, any
of the Agents or any of the Lender Parties at any reasonable time and from time
to time during normal business hours and upon reasonable prior notice.

                  (f) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender or Issuing Bank and an assignee, together with any Note
or Notes subject to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form of
Exhibit C-1 hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower. In the case of any assignment by a Lender, within five
Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes a new Note or Notes from the Borrower payable to
or to the order of such Eligible Assignee in an amount equal to the Commitment
assumed by it under each Facility pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained a Commitment under such Facility, a
new Note or Notes from the Borrower payable to or to the order of the assigning
Lender in an amount equal to the Commitment retained by it under such Facility.
Each of the new Note or Notes shall be in an aggregate principal amount equal to
the aggregate principal amount of such surrendered Note or Notes, shall be dated
the effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1, Exhibit A-2 or Exhibit A-3 hereto, as
appropriate.

                  (g) Each of the Lender parties may sell participations to one
or more Persons (other than any of the Loan Parties or any of their respective
Affiliates) in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment or
Commitments, the Advances owing to it and the Note or Notes, if any, held by
it); provided, however, that:

                  (i) such Lender Party's obligations under this Agreement
         (including, without limitation, its Commitments) shall remain
         unchanged;

                  (ii) such Lender Party shall remain solely responsible to the
         other parties hereto for the performance of such obligations;

                  (iii) such Lender Party shall remain the holder of any such
         Note for all purposes of this Agreement;

                  (iv) the Borrower, the Administrative Agent and the other
         Lender Parties shall continue to deal solely and directly with such
         Lender Party in connection with such Lender Party's rights and
         obligations under and in respect of this Agreement and the other Loan
         Documents; and

                  (v) no participant under any such participation shall have any
         right to approve any amendment or waiver of any provision of any of the
         Loan Documents, or any consent to any departure by any of the Loan
         Parties therefrom, except to the extent that such amendment, waiver or
         consent would reduce the principal of, or interest on, the Notes or any
         fees or other amounts payable hereunder, in each case to the extent
         subject to such participation, or postpone any date scheduled for 
<PAGE>   127
                                     -124-


         any payment of principal of, or interest on, the Notes or any fees or
         other amounts payable hereunder, in each case to the extent subject to
         such participation.

                  (h) Any of the Lender Parties may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or proposed assignee
or participant, any information relating to the Borrower or any of its
Subsidiaries or to any aspect of the Transaction, furnished to such Lender Party
by or on behalf of the Borrower or any of its Subsidiaries; provided, however,
that, prior to any such disclosure, the assignee or participant or proposed
assignee or participant shall agree to preserve the confidentiality of any
Confidential Information received by it from such Lender Party on substantially
the same terms as those set forth in Section 8.09.

                  (i) Any of the Lender Parties may at any time create a
security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and the Note or Notes
held by it) in favor of any Federal Reserve Bank in accordance with Regulation A
of the Board of Governors of the Federal Reserve System.

                  SECTION 8.08. No Liability of the Issuing Bank. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
the Issuing Bank nor any of its officers or directors shall be liable or
responsible for:

                  (a) the use that may be made of any Letter of Credit or any
         acts or omissions of any beneficiary or transferee in connection
         therewith;

                  (b) the validity, sufficiency or genuineness of documents, or
         of any endorsement thereon, even if such documents should prove to be
         in any or all respects invalid, insufficient, fraudulent or forged;

                  (c) payment by the Issuing Bank against presentation of
         documents that do not comply with the terms of a Letter of Credit,
         including failure of any documents to bear any reference or adequate
         reference to the Letter of Credit; or

                  (d) any other circumstances whatsoever in making or failing to
         make payment under any Letter of Credit;

except that the Borrower shall have a claim against the Issuing Bank, and the
Issuing Bank shall be liable to the Borrower, to the extent of any direct, but
not consequential, damages suffered by the Borrower that the Borrower proves
were caused by (i) the Issuing Bank's willful misconduct or gross negligence as
determined in a final, nonappealable judgment by a court of competent
jurisdiction in determining whether documents presented under any Letter of
Credit comply with the terms of the Letter of Credit or (ii) the Issuing Bank's
willful failure to make lawful payment under a Letter of Credit after the
presentation to it of a draft and certificates strictly complying with the terms
and conditions of the Letter of Credit. In furtherance and not in limitation of
the foregoing, the Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary.

                  SECTION 8.09. Confidentiality. Neither any of the Agents nor
any of the Lender Parties shall disclose any Confidential Information to any
Person without the consent of the Borrower, other than (a) to such Agent's or
such Lender Party's respective affiliates and their respective officers,
directors, employees, 
<PAGE>   128
                                     -125-


agents, representatives, attorneys, auditors and other advisors on a
confidential basis and in connection with the Loan Documents, the Transaction or
any of the other transactions contemplated thereby or with any other transaction
on behalf of or at the request of the Borrower or any of is Subsidiaries, (b) to
actual or prospective Eligible Assignees and participants in each case on a
confidential basis and otherwise in accordance with Section 8.07(h), (c) as
required by any applicable Requirements of Law or by subpoena or any other
judicial or other legal process, (d) to any rating agency when required by it,
provided that, prior to any such disclosure, such rating agency shall undertake
to preserve the confidentiality of any Confidential Information relating to the
Loan Parties received by it from such Lender Party, (e) to other Agents and
Lender Parties and (f) as requested or required by any Governmental Authority or
any state, federal or foreign authority or examiner regulating banks or banking.

                  SECTION 8.10. Execution in Counterparts. This Agreement 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
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.11. Governing Law; Jurisdiction, Etc. (a) This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

                  (b) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property and assets, to the
nonexclusive jurisdiction of any New York state court or any federal court of
the United States of America sitting in New York City, New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any of the other Loan Documents to which it is a
party, or for recognition or enforcement of any judgment in respect thereof, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York state court or, to the fullest extent permitted
under applicable law, in any such federal court. Each of the parties hereto
hereby irrevocably consents to the service of copies of any summons and
complaint and any other process which may be served in any such action or
proceeding by certified mail, return receipt requested, or by delivering a copy
of such process to such party, at its address specified in Section 8.02, or by
any other method permitted under applicable law. Each of the parties hereto
hereby agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by applicable law. Nothing in this Agreement shall
affect any right that any of the parties hereto may otherwise have to bring any
action or proceeding relating to this Agreement or any of the other Loan
Documents in the courts of any jurisdiction.

                  (c) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any action
or proceeding arising out of or relating to this Agreement or any of the other
Loan Documents to which it is a party in any New York state court or federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted under applicable law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.

                  SECTION 8.12. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
AGENTS AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT 
<PAGE>   129

                                     -126-


OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE OTHER
LOAN DOCUMENTS, ANY DOCUMENTS DELIVERED PURSUANT TO THE LOAN DOCUMENTS, THE
ADVANCES, THE LETTERS OF CREDIT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
OR THE ACTIONS OF ANY OF THE AGENTS OR ANY OF THE LENDER PARTIES IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                       THE BORROWER

                                             MEDPARTNERS, INC.

                                             By /s/ Peter J. Clemens, IV
                                               ---------------------------------
                                               Name:  Peter J. Clemens, IV
                                               Title:

                                       THE AGENTS

                                             NATIONSBANK, N.A., as
                                              Administrative Agent

                                             By /s/  Michael S. Sylvester
                                               --------------------------------
                                               Name:  Michael S. Sylvester
                                               Title: Vice President

                                             NATIONSBANC MONTGOMERY
                                              SECURITIES LLC, as Arranger

                                             By /s/ Lucine Kirchhoff
                                               -------------------------------- 
                                               Name:  Lucine Kirchhoff
                                               Title: President

                                             CREDIT LYONNAIS NEW YORK BRANCH,
                                              as Syndication Agent

                                             By /s/ F. Tavangar
                                               --------------------------------
                                               Name:  Farboud Tavangar
                                               Title: First Vice President
<PAGE>   130
                                     -127-


                                             THE FIRST NATIONAL BANK OF
                                              CHICAGO, as Syndication Agent

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

                                             MORGAN GUARANTY TRUST COMPANY
                                              OF NEW YORK, as Syndication Agent

                                             By       /s/ John M. Mikolay
                                               -------------------------------
                                               Name:  John M. Mikolay
                                               Title: Vice President

                                       THE SWING LINE BANK/INITIAL ISSUING
                                       BANK

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

                                             By    /s/ Michael S. Sylvester
                                               -------------------------------
                                               Name:  Michael S. Sylvester
                                               Title: Vice President

                                       THE INITIAL LENDERS


                                             NATIONSBANK, N.A.

                                             By   /s/ Michael S. Sylvester
                                               -------------------------------
                                               Name:  Michael S. Sylvester
                                               Title: Vice President
<PAGE>   131
                                     -128-


                                              CREDIT LYONNAIS NEW YORK BRANCH

                                              By         /s/ F. Tavangar
                                                ------------------------------
                                                Name:  Farboud Tavangar
                                                Title: First Vice President


                                              THE FIRST NATIONAL BANK OF
                                               CHICAGO

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


                                              MORGAN GUARANTY TRUST COMPANY
                                               OF NEW YORK

                                              By     /s/ John M. Mikolay
                                                -------------------------------
                                                Name:  John M. Mikolay
                                                Title: Vice President


<PAGE>   132
                                     -129-


                                              THE CHASE MANHATTAN BANK

                                              By        /s/ Dawn Lee Lum
                                                ------------------------------
                                                Name:  DAWN LEE LUM
                                                Title: VICE PRESIDENT

<PAGE>   133
                                     -130-


                                              FIRST UNION NATIONAL BANK

                                              By     /s/ Joseph H. Towell
                                                ------------------------------
                                                Name:  Joseph H. Towell
                                                Title: Sr. O. P.

<PAGE>   134
                                     -131-


                                              SCOTIABANC INC.

                                              By         /s/ Dana Maloney
                                                --------------------------------
                                                Name:  Dana Maloney
                                                Title: Relationship Manager
<PAGE>   135
                                     -132-


                                              SALOMON BROTHERS HOLDING
                                               COMPANY INC

                                              By         /s/ Lee J. Tawil
                                                ------------------------------
                                                Name:  Lee J. Tawil
                                                Title: Director

<PAGE>   136
                                     -133-


                                              AMSOUTH BANK

                                              By       /s/ Allison J. Sanders
                                                --------------------------------
                                                Name:  ALLISON J. SANDERS
                                                Title: Vice President
<PAGE>   137
                                     -134-


                                              BANK OF AMERICA NATIONAL TRUST &
                                               SAVINGS ASSOCIATION

                                              By         /s/ J. Gregory Seibly
                                                --------------------------------
                                                Name:  J. GREGORY SEIBLY
                                                Title: Vice President

<PAGE>   138
                                     -135-



                                              WACHOVIA BANK, N.A.

                                              By       /s/ John C. Canty
                                                -----------------------------
                                                Name:  John C. Canty
                                                Title: Banking Officer
<PAGE>   139
                                     -136-


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

                                     By    /s/ BRIAN W. GOOD
                                       ---------------------------------------
                                     Name:  BRIAN W. GOOD
                                     Title: Vice President & Portfolio Manager


<PAGE>   140
                                     -137-


                                              TORONTO DOMINION (TEXAS), INC.

                                              By   /s/ DAVID G. PARKER
                                                ----------------------------
                                                Name:  DAVID G. PARKER
                                                Title: Vice President

<PAGE>   141
                                     -138-


                                              FLOATING RATE PORTFOLIO
                                                By: INVESCO SENIOR SECURED
                                                MANAGEMENT, INC.,
                                                as Attorney In Fact

                                              By       /s/ Kathleen A. Lenarcic
                                                --------------------------------
                                                Name:  Kathleen A. Lenarcic
                                                Title: Authorized Signatory