<PAGE>   1
                                                                   EXHIBIT 10.74

                           AMERICAN HOMEPATIENT, INC.

                  THIRD AMENDMENT AND LIMITED WAIVER TO FOURTH
                      AMENDED AND RESTATED CREDIT AGREEMENT


                  This THIRD AMENDMENT AND LIMITED WAIVER TO FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT (this "AMENDMENT") is dated as of March 30, 2000 and
entered into by and among American HomePatient, Inc., a Delaware corporation
(the "BORROWER"), the financial institutions listed on the signature pages
hereof (each a "BANK" and collectively, the "BANKS"), and Bankers Trust Company,
as agent for the Banks (in such capacity, the "AGENT"), and, for purposes of
Sections 5 and 6, the Credit Support Parties (as defined in Section 5 hereof)
listed on the signature pages hereof, and is made with reference to that certain
Fourth Amended and Restated Credit Agreement dated as of December 19, 1997, as
amended to the date hereof (as so amended, the "CREDIT AGREEMENT"). Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS, the Borrower has advised the Banks that the Borrower
was not in compliance with the provisions of the negative covenants set forth in
Sections 8.07, 8.08, 8.09, 8.10 and 8.17 of the Credit Agreement for the four
fiscal quarter period ending December 31, 1999, which non-compliance constituted
Events of Default under the Credit Agreement (the Events of Default resulting
from such non-compliance with such enumerated covenants for such particular
period being the "EXISTING DEFAULTS"); and

                  WHEREAS, the Borrower has requested that the Banks waive the
Existing Defaults, such waiver to be effective as of the Third Amendment
Effective Date (as hereinafter defined) for the period prior to such date; and

                  WHEREAS, the Banks have agreed to grant such limited waivers
with respect to the Existing Defaults resulting from the Borrower's failure to
comply with Sections 8.07, 8.08, 8.09, 8.10 and 8.17 of the Credit Agreement for
the four fiscal quarter period ending December 31, 1999 (and only for such
particular period) on the terms and conditions set forth herein; and

                  WHEREAS, the Borrower and the Banks desire to amend certain of
the terms and provisions of the Credit Agreement as set forth below:

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


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SECTION 1.  AMENDMENTS TO THE CREDIT AGREEMENT

         1.1      AMENDMENTS TO SECTION 1: DEFINITIONS AND PRINCIPLES OF
CONSTRUCTION.

                  A.       (i) Section 1.01 of the Credit Agreement is hereby
amended by deleting "and" immediately before clause "(c)" of the definition of
"Consolidated EBIT" and by adding the following after such clause:

                  "and (d) the engagement of the Bank Financial Advisor by the
                  Banks, at the Borrower's expense,"

                           (ii) Section 1.01 of the Credit Agreement is hereby
                  further amended by:

                                    (a) restating subclause (a) of clause (i) of
                           the definition of "Consolidated Excess Cash Flow" as
                           follows:

                                     "(a) Consolidated EBITDA plus any and all
                                     noncash losses (however characterized,
                                     whether usual, unusual, extraordinary or
                                     any other write-off of any kind or nature)
                                     to the extent such noncash losses were
                                     given effect in the calculation of
                                     Consolidated EBIT and Consolidated EBITDA,"
                                     and

                                    (b) adding to the end of the definition of
                           "Consolidated Excess Cash Flow" the following new
                           sentence:

                                     "The calculation of Consolidated Excess
                                     Cash Flow for any fiscal year shall be
                                     based upon actual results for such fiscal
                                     year; provided that for purposes of
                                     calculating Consolidated Excess Cash Flow,
                                     in no event shall the deductions set forth
                                     in clause (ii) of the definition of
                                     "Consolidated Excess Cash Flow" exceed the
                                     amounts permitted under this Agreement or
                                     otherwise breach the terms hereof."

                           (iii) Section 1.01 of the Credit Agreement is hereby
                  further amended by restating the definition of "Interest
                  Payment Date" as follows:

                           "INTEREST PAYMENT DATE" means, with respect to any
                           Eurodollar Rate Loan, the last day of the Interest
                           Period applicable to such Loan; provided that in the
                           case of each Interest Period of longer than one month
                           "Interest Payment Date" shall mean the date that is
                           one month after the commencement of such Interest
                           Period and each successive date that is one month
                           after that."

                  B. Section 1.01 of the Credit Agreement is hereby further
amended by adding thereto the following definitions, which shall be inserted in
proper alphabetical order:


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                  "BANK FINANCIAL ADVISOR" means Zolfo Cooper, LLC, and shall
         include any successor or replacement therefor.

                  "THIRD AMENDMENT" means that certain Third Amendment and
         Limited Waiver to Fourth Amended and Restated Credit Agreement dated as
         of March 30, 200 by and among the Borrower, and for purposes of
         Sections 5 and 6 thereof, the Credit Support Parties (as such term is
         defined therein), the Banks listed on the signature pages thereof and
         the Agent.

                  "THIRD AMENDMENT EFFECTIVE DATE" has the meaning assigned to
         that term in Section 3 of the Third Amendment.

         1.2      AMENDMENTS TO SECTION 2: AMOUNT AND TERMS OF CREDIT.

                  A. Section 2.01(a) of the Credit Agreement is hereby amended
by (i) deleting the reference therein to "253,600,000" and replacing it with
"$249,243,329" and (ii) restating clause (ii) of the second paragraph thereof in
its entirety a follows:

                  "(ii) In no event shall the Total Utilization of Revolving
                  Loan Commitments at any time exceed the lesser of (1) the
                  Total Utilization of Revolving Loan Commitments as of the
                  Third Amendment Effective Date and (2) the Total Revolving
                  Loan Commitments then in effect."

                  B. Section 2.06(b) of the Credit Agreement is hereby amended
by restating the first paragraph thereof in its entirety as follows:

                  "In connection with each Eurodollar Rate Loan, the Borrower
         may, pursuant to the applicable Notice of Revolver Borrowing or Notice
         of Conversion/Continuation, as the case may be, select an interest
         period (each an "Interest Period") to be applicable to such Loan, which
         Interest Period shall be, at the Borrower's option, either a one, two
         or three month period; provided that:"

                  C. Section 2.06(e) of the Credit Agreement is hereby amended
by deleting "Post Maturity Interest" as the heading thereof and substituting
therefor the heading "Default Rate".

                  D. Section 2.06(g)(ii) of the Credit Agreement is hereby
amended by deleting the reference therein to "Section 2.06(f)" and substituting
therefor "Section 2.06(g)".

         1.3      AMENDMENTS TO SECTION 7: AFFIRMATIVE COVENANTS.

                  A.       INFORMATION COVENANTS.

                           (i) Section 7.01(g) of the Credit Agreement is hereby
                  amended by adding to the end thereof the following new
                  sentence:

                           Borrower shall furnish the Agent (with sufficient
                           copies for each Bank) no later than 5 days after the
                           end of each month, a narrative report


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                           summarizing all negotiations and other discussions
                           among the Borrower and the Subsidiaries (including
                           their respective counsel and representatives) and
                           representatives of the O.I.G. or any other
                           Governmental Authority since the last report
                           submitted to the Agent regarding (x) any
                           investigation and/or audit of the Borrower and/or its
                           Subsidiaries that is pending as of the Third
                           Amendment Effective Date and (y) any material claim,
                           complaint, notice or request for information that the
                           Borrower or any of its Subsidiaries receives from any
                           Governmental Authority after the Third Amendment
                           Effective Date."

                           (ii) Section 7.01(l) of the Credit Agreement is
                  hereby amended by deleting "and" immediately before clause
                  (vi) and inserting immediately after clause (vi) the
                  following:

                           "and (vii) an employee head count trend analysis for
                           the Borrower and its Subsidiaries for such month,
                           together with a comparison to the assumptions set
                           forth in the Performance Plan"

                           (iii) Section 7.01(m) of the Credit Agreement is
                  hereby amended by deleting therefrom the following:

                           "and (iv) an employee headcount report for the
                           Borrower and its Subsidiaries for such month,"

                  and adding thereto the following:

                           ", (iv) a report, in form and substance satisfactory
                           to the Banks, setting forth the location and account
                           number of each bank account of Borrower and each of
                           its Subsidiaries and the closing balance thereof at
                           the end of the preceding month, (v) a report, in form
                           and substance satisfactory to the Banks, on the
                           status of the implementation of the modifications to
                           be made by Borrower to its registration,
                           authorization and billing procedures pursuant to the
                           plan provided by Borrower to Banks, Agent and the
                           Bank Financial Advisor, and (vi) a report, in form
                           and substance satisfactory to the Banks, on the
                           status of the consolidation and closure by Borrower
                           of 9 billing centers (leaving a total of 47 billing
                           centers) in calendar year 2000 and the consolidation
                           and closure of an additional 22 billing centers in
                           the aggregate during calendar years 2001 and 2002
                           (leaving a total of 25 billing centers) in accordance
                           with the plan provided by Borrower to Banks, Agent
                           and the Bank Financial Advisor."

                  (iv) Section 7.01 of the Credit Agreement is hereby further
         amended by adding the following subsection thereto:

                           (q) ADDITIONAL DOCUMENTATION. Borrower shall deliver
                  (i) to the Banks and their respective counsel within five
                  Business Days after the Third Amendment Effective Date
                  originally executed copies of one or more favorable written
                  opinions of Harwell Howard Hyne Gabbert & Manner, P.C.,
                  counsel for


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                  the Borrower, in form and substance reasonably satisfactory to
                  Agent and its counsel, with respect to the enforceability of
                  the Amended Agreement and as to such other matters as Agent
                  acting on behalf of the Banks may reasonably request, (ii) to
                  each Bank within three Business Days after the Third Amendment
                  Effective Date a report, in form and substance satisfactory to
                  the Banks, setting forth the location and account number of
                  each bank account of Borrower and each of its Subsidiaries and
                  the closing balance thereof as of December 31, 1999, and (iii)
                  to the Agent within 30 days after the Third Effective Date an
                  Officer's Certificate signed by the President or Vice
                  President of the Borrower and attested to by the Secretary or
                  Assistant Secretary of the Borrower, in form and substance
                  satisfactory to Agent, to the effect that (w) Borrower is in
                  good standing as a foreign corporation in the State of New
                  York, (x) each of American HomePatient East, Inc.and Volunteer
                  Medical Oxygen and Hospital Equipment Company, Inc. is in good
                  standing under the laws of its jurisdiction of incorporation,
                  (y) American HomePatient of New York, Inc. is a validly
                  existing corporation and in good standing under the laws of
                  its jurisdiction of incorporation and has all requisite
                  corporate power and authority to enter into the Amendment and
                  to carry out the transactions contemplated by, and perform its
                  obligations under, the Credit Agreement as amended by the
                  Amendment and the other Credit Documents, and (z) American
                  HomePatient, Inc. a Tennessee corporation, American
                  HomePatient East, Inc., The National Medical Rentals, Inc. and
                  National I.V., Inc. are duly qualified and in good standing as
                  a foreign corporation in each jurisdiction where its
                  ownership, leasing or operation of property or the conduct of
                  its business requires such qualification, except if the
                  failure to be so qualified could not reasonably be expected to
                  have a material adverse effect on the business, operations,
                  property, assets, condition (financial or otherwise) or
                  prospects of Borrower and its Subsidiaries taken as a whole.

                  B.       BOOKS,  RECORDS AND INSPECTIONS.

                  Section 7.02 of the Credit Agreement is hereby amended by
restating it in its entirety as follows:

                   "7.02  BOOKS, RECORDS AND INSPECTIONS.

                  (a) The Borrower will, and will cause each of its Subsidiaries
                  to, keep proper books of record and account in which full,
                  true and correct entries in conformity with generally accepted
                  accounting principles consistently applied and all
                  requirements of law (including, without limitation, Section
                  13(b)(2) of the Securities Exchange Act of 1934, as amended)
                  shall be made of all dealings and transactions in relation to
                  its business and activities. The Borrower will, and will cause
                  each of its Subsidiaries to, permit the officers and
                  designated representatives of the Agent or any Bank to visit
                  and inspect any of the properties of the Borrower or such
                  Subsidiary, and to examine the books of record and account of
                  the Borrower or such Subsidiary (including, without
                  limitation, any cost or other reimbursement reports submitted
                  to a Governmental Authority in contemplation of any
                  receivable, any responses, statements or reports relating

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<PAGE>   6


                  thereto prepared by any Person and any medical record audits)
                  and discuss the affairs, finances and accounts of the Borrower
                  or such Subsidiary with, and be advised as to the same by, its
                  and their management, officers and independent accountants,
                  all at reasonable times and upon reasonable notice, as the
                  Agent or such Bank or any of their officers or designated
                  representatives may request.

                  (b) Without limiting the generality of clause (a) of this
                  Section 7.02, the Borrower will, and will cause each of its
                  Subsidiaries to, permit the Bank Financial Advisor to visit
                  and inspect, on a daily basis, any of the properties of the
                  Borrower or such Subsidiary, and to examine the books of
                  record and account of the Borrower or such Subsidiary and
                  discuss the affairs, finances and accounts of the Borrower or
                  such Subsidiary with, and to be advised as to the same by, its
                  and their management, officers and independent accountants in
                  order to, among other things (w) render accounting and
                  reporting assistance to the Agent and the Banks in connection
                  with the Borrower's compliance or noncompliance with the
                  covenants set forth in this Agreement, (x) review monthly,
                  quarterly, annual and any other financial information
                  delivered to the Agent and the Banks or included in reports to
                  be filed with the Securities and Exchange Commission, (y)
                  review, evaluate and provide the Agent and the Banks
                  recommendations regarding the Borrower's and its Subsidiaries'
                  short and long term financial projections and (z) develop for
                  the Agent and the Banks strategies and initiatives and perform
                  such other duties as the Agent or the Banks may request from
                  time to time."

                  C. COLLATERAL QUESTIONNAIRE, ETC. Section 7 of the Credit
Agreement is hereby further amended by adding to the end thereof the following
new Section 7.16:

                  "7.16 COLLATERAL QUESTIONNAIRE; THIRD AMENDMENT CERTIFICATES,
                  etc. (a) Within 30 days after the Third Amendment Effective
                  Date, the Borrower shall complete and deliver to the Agent an
                  updated collateral questionnaire, substantially in the form of
                  the collateral questionnaire dated November 20, 1998 and in
                  any case in form and substance satisfactory to the Agent and
                  its counsel. The Borrower will, and will cause its
                  Subsidiaries to, cooperate with the Agent and deliver to the
                  Agent all such documents and instruments that the Agent deems
                  necessary or desirable to perfect, preserve and protect the
                  Liens created under the Credit Documents.

                  (b) Within 10 days after the Third Amendment Effective Date,
                  the Borrower shall, and shall cause each Subsidiary set forth
                  on Schedule 1 to the Third Amendment, to deliver to the Banks
                  (or to Agent for the Banks with sufficient originally executed
                  copies, where appropriate, for each Bank and its counsel) (i)
                  resolutions of the Board of Directors of each Subsidiary
                  approving, authorizing and ratifying the execution, delivery,
                  and performance of the Third Amendment, signed by the
                  President or Vice President of such Subsidiary and attested to
                  by the Secretary or any Assistant Secretary of such
                  Subsidiary, and in form and substance satisfactory to the
                  Banks, and (ii) a good standing certificate for each
                  Subsidiary from the Secretary of State of its jurisdiction of
                  incorporation, dated a date acceptable to the Agent."


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<PAGE>   7


         1.4      AMENDMENTS TO SECTION 8: NEGATIVE COVENANTS.

                  A.      LEVERAGE RATIO. Section 8.08 of the Credit Agreement
is hereby amended by restating it in its entirety as follows:

                  "8.08 LEVERAGE RATIO. The Borrower shall not permit the ratio
                  of (i) Total Debt to (ii) Consolidated Adjusted EBITDA for any
                  consecutive four-fiscal quarter period ending as of the last
                  day of any fiscal quarter of the Borrower set forth below to
                  be more than the correlative amount set forth below (it being
                  understood and agreed that for purposes of determining
                  compliance with this covenant, 1999 FQ4 Consolidated EBITDA
                  shall be deemed to be $12,510,000):

<TABLE>
<CAPTION>
                  FISCAL QUARTER                   LEVERAGE RATIO
                  --------------                   --------------
                  <S>                              <C>
                  2000 FQ1                           6.84:1.00
                  2000 FQ2                           7.29:1.00
                  2000 FQ3                           7.70:1.00
                  2000 FQ4                           7.88:1.00
                  2001 FQ1                           5.00:1.00
                  2001 FQ2                           5.00:1.00
                  2001 FQ3                           5.00:1.00
                  2001 FQ4                           5.00:1.00
                  2002 FQ1                           4.75:1.00

</TABLE>
                  B. MINIMUM CONSOLIDATED NET WORTH. Section 8.09 is hereby
amended by deleting it in its entirety and substituting the following therefor:

                  "8.09 MINIMUM CONSOLIDATED NET WORTH. The Borrower shall not
         permit Consolidated Net Worth of the Borrower and its Subsidiaries to
         be less than $26,679,000 (i) at December 31, 2000 for Fiscal Year 2000
         and (ii) on the last day of any fiscal quarter after December 31, 2000,
         for any consecutive four-fiscal quarter period ending as of the last
         day of such fiscal quarter."

                  C. MINIMUM INTEREST COVERAGE RATIO. Section 8.10 of the Credit
Agreement is hereby amended by restating it in its entirety as follows:

                  "8.10 MINIMUM INTEREST COVERAGE RATIO. The Borrower shall not
                  permit the ratio of (i) Consolidated EBITDA of the Borrower
                  and its Subsidiaries to (ii) Consolidated Interest Expense for
                  any consecutive four-fiscal quarter period


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<PAGE>   8


                  ending as of the last day of any fiscal quarter of the
                  Borrower set forth below to be less than the correlative
                  amount set forth below (it being understood and agreed that
                  for purposes of determining compliance with this covenant,
                  1999 FQ4 Consolidated EBITDA shall be deemed to be
                  $12,510,000):

<TABLE>
<CAPTION>
                   FISCAL QUARTER                     MINIMUM INTEREST COVERAGE RATIO
                   --------------                     -------------------------------
                   <S>                                <C>
                     2000 FQ1                                    1.57:1.00
                     2000 FQ2                                    1.44:1.00
                     2000 FQ3                                    1.32:1.00
                     2000 FQ4                                    1.19:1.00
                     2001 FQ1                                    2.00:1.00
                     2001 FQ2                                    2.10:1.00
                     2001 FQ3                                    2.20:1.00
                     2001 FQ4                                    2.30:1.00
                     2002 FQ1                                    2.30:1.00
</TABLE>

                  D. MINIMUM CONSOLIDATED EBITDA. Section 8.17 of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:

                  "8.17. MINIMUM CONSOLIDATED EBITDA. The Borrower shall not
         permit Consolidated EBITDA for the three-month period ending on the
         last day of any month set forth below to be less than the correlative
         amount indicated (it being understood and agreed that for purposes of
         determining compliance with this covenant, November 1999 Consolidated
         EBITDA shall be deemed to be $3,868,000 and December 1999 Consolidated
         EBITDA shall be deemed to be $4,862,000):

<TABLE>
<CAPTION>
        MONTH ENDING                   MINIMUM CONSOLIDATED EBITDA
        ------------                   ---------------------------
        <S>                            <C>
        January 2000                          $11,793,000
        February 2000                         $10,993,000
        March 2000                            $ 8,833,000
        April 2000                            $ 8,953,000
        May 2000                              $ 9,067,000
        June 2000                             $ 9,548,000
        July 2000                             $ 9,598,000
</TABLE>


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<TABLE>
<CAPTION>
        MONTH ENDING                   MINIMUM CONSOLIDATED EBITDA
        ------------                   ---------------------------
        <S>                            <C>
        August 2000                            $ 9,647,000
        September 2000                         $ 9,697,000
        October 2000                           $10,186,000
        November 2000                          $10,676,000
        December 2000                          $11,165,000
        January 2001                           $15,750,000
        February 2001                          $14,750,000
        March 2001                             $13,500,000
        April 2001                             $14,750,000
        May 2001                               $14,750,000
        June 2001                              $15,000,000
        July 2001                              $15,250,000
        August 2001                            $15,750,000
        September 2001                         $16,000,000
        October 2001                           $16,500,000
        November 2001                          $16,750,000
        December 2001                          $17,250,000
        January 2002                           $16,000,000
        February 2002                          $15,000,000
        March 2002                             $13,750,000
        April 2002                             $14,750,000
</TABLE>

                  E. MONTHLY ACCOUNTS RECEIVABLE COVENANT. Section 8 of the
Credit Agreement is hereby further amended by amending and restating Section
8.18 in its entirety as follows:

                  "8.18  ACCOUNTS RECEIVABLE COLLECTIONS.

                  A. The Borrower shall not permit the average daily amount
     collected by the Borrower and its Subsidiaries in respect of Accounts
     Receivable for each Collection Day during any consecutive three-month
     period (the "CURRENT THREE-MONTH PERIOD") to be less than the Applicable
     Three-Month Percentage (as hereinafter defined) of the average daily


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<PAGE>   10


     Adjusted Net Revenues for each Collection Day during the consecutive
     three-month period immediately preceding the commencement of such Current
     Three-Month Period. For purposes of this Section 8.18A, the term
     "APPLICABLE THREE-MONTH PERCENTAGE" shall mean (i) for any Current
     Three-Month Period ending during the first-two fiscal quarters of 2000,
     85%, (ii) for any Current Three-Month Period ending during the third fiscal
     quarter of 2000, 86%, (iii) for any Current Three-Month Period ending
     during the fourth fiscal quarter of 2000, 87%, and (iv) for any Current
     Three-Month Period ending during the first fiscal quarter of 2001 or
     thereafter, 90%.

                  B.       The Borrower shall not permit the average daily
     amount collected by the Borrower and its Subsidiaries in respect of
     Accounts Receivable for each Collection Day during any month (the "CURRENT
     MONTH") to be less than the Applicable Monthly Percentage (as hereinafter
     defined) of the average daily Adjusted Net Revenues for each Collection Day
     during the third month immediately preceding such Current Month. For
     purposes of this Section 8.18B, the term "APPLICABLE MONTHLY PERCENTAGE"
     shall mean (i) for any Current Month ending during the first-two fiscal
     quarters of 2000, 83%, (ii) for any Current Month ending during the third
     fiscal quarter of 2000, 84%, (iii) for any Current Month ending during the
     fourth fiscal quarter of 2000, 85%, and (iv) for any Current Month ending
     during the first fiscal quarter of 2001 or thereafter, 86%."

         1.5      AMENDMENT TO SECTION 9: EVENTS OF DEFAULT.

                  A.       O.I.G. INVESTIGATION.

                  Section 9.12 of the Credit Agreement is hereby amended by
restating it in its entirety as follows:

                  "9.12 O.I.G. INVESTIGATION. Any investigation and/or audit of
     the Borrower and its Subsidiaries by the O.I.G. or any other Governmental
     Authority that (x) is pending as of the Third Amendment Effective Date or
     (y) arises or is pending at any time on or after the Third Amendment
     Effective Date, shall result in a liability (whether or not being
     contested) on the part of the Borrower and its Subsidiaries and/or a
     reduction or set-off in respect of future Accounts Receivable of the
     Borrower and its Subsidiaries in an aggregate amount which, in the opinion
     of the Required Banks, could reasonably be expected to have a material
     adverse effect on the business, operations, properties, assets, condition
     (financial or otherwise) or prospects of the Borrower and its Subsidiaries
     taken as a whole or there shall have been a development in any such
     investigation and/or audit that the Required Banks determine could
     reasonably be expected to have material adverse effect on the business,
     operations, properties, assets, condition (financial or otherwise) or
     prospects of the Borrower and its Subsidiaries taken as a whole;"

         1.6      AMENDMENT TO SECTION 11: MISCELLANEOUS.

                  A.       PAYMENT OF EXPENSES, ETC.  Section 11.01 of the
Credit Agreement is hereby amended by restating it in its entirety as follows:

                  "11.01 PAYMENT OF EXPENSES, ETC. The Borrower shall: (i) pay
         all the actual costs and reasonable expenses (w) of the Agent
         (including, without limitation, the


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<PAGE>   11


         reasonable fees and disbursements of O'Melveny & Myers LLP, special
         counsel to the Agent) in connection with the preparation, execution,
         delivery and syndication of this Agreement and the other Credit
         Documents and the Existing Credit Agreement and the documents and
         instruments referred to herein and therein and any amendment, waiver or
         consent relating hereto or thereto, (x) of the Agent and each of the
         Banks in connection with the enforcement of this Agreement and the
         other Credit Documents and the documents and instruments referred to
         herein and therein (including, without limitation, the reasonable fees
         and disbursements of O'Melveny & Myers LLP, special counsel to the
         Agent, and such other counsel as any other Bank may retain from time to
         time in connection herewith), (y) of the Agent (including, without
         limitation, the reasonable fees and disbursements of O'Melveny & Myers
         LLP, special counsel to the Agent) in connection with the custody or
         preservation of any of the Collateral or in connection with creating,
         perfecting and preserving Liens in favor of the Agent on behalf of the
         Banks pursuant to any Credit Document, including any filing and
         recording fees, expenses and taxes, stamp or documentary taxes, search
         fees and title insurance premiums and (z) of the Bank Financial Advisor
         and any other consultants, advisors, agents, auditors or accountants
         chosen by the Agent or the Required Banks, to perform, investigate,
         test or review such matters relating to the Borrower and its
         Subsidiaries as the Agent or the Required Banks shall designate
         (including, without limitation, any review, investigation or evaluation
         conducted pursuant to Section 7.02); (ii) pay and hold each of the
         Banks harmless from and against any and all present and future stamp
         and other similar taxes with respect to the foregoing matters and save
         each of the Banks harmless from and against any and all liabilities
         with respect to or resulting from any delay or omission (other than to
         the extent attributable to such Bank) to pay such taxes; and (iii)
         indemnify the Agent and each Bank, its officers, directors, employees,
         representatives and agents from and hold each of them harmless against
         any and all liabilities, obligations, losses, damages, penalties,
         claims, actions, judgments, suits, costs, expenses and disbursements
         incurred by any of them as a result of, or arising out of, or in any
         way related to, or by reason of, any investigation, litigation or other
         proceeding (whether or not the Agent or any Bank is a party thereto)
         related to the entering into and/or performance of this Agreement or
         any other Credit Document or the use of the proceeds of any Loans or
         Letters of Credit hereunder or the consummation of any transactions
         contemplated herein or in any other Credit Document, including, without
         limitation, the reasonable fees and disbursements of counsel incurred
         in connection with any such investigation, litigation or other
         proceeding (but excluding any such liabilities, obligations, losses,
         etc., to the extent incurred by reason of the gross negligence or
         willful misconduct of the Person to be indemnified). After the
         occurrence of an Event of Default or upon the acceleration of the
         Obligations (whether pursuant to the terms hereof or applicable law),
         the Borrower shall pay all costs and expenses, including reasonable
         attorneys' fees (including, without limitation, allocated costs of
         internal counsel) and costs of settlement, incurred by the Agent and/or
         the Banks in enforcing any Obligations of, or in collecting any
         payments due from, the Borrower or any Subsidiary hereunder or under
         the other Credit Documents by reason of such Event of Default
         (including in connection with the sale of, collection from, or other
         realization upon any of the Collateral or the enforcement of the
         Subsidiary Guaranty) or in connection with any refinancing or
         restructuring of the credit


                                       11
<PAGE>   12


         arrangements provided under this Agreement in the nature of a
         "work-out" or pursuant to any insolvency or bankruptcy proceedings."

                  B. ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND LETTERS OF
CREDIT. Section 11.05(b)(i)(B) is hereby amended by adding immediately after the
parenthetical "(which consent of the Borrower and the Agent shall not be
unreasonably withheld or delayed)" the following:

                  "; provided that in no event shall the Borrower's consent be
                  required if a Default or an Event of Default has occurred and
                  is continuing."

SECTION 2.  LIMITED WAIVER

                  A. WAIVERS. Subject to the terms and conditions set forth
herein and in reliance on the representations and warranties of the Borrower
herein contained, the Banks hereby waive (i) the Existing Defaults, such waiver
to be effective as of the Third Amendment Effective Date for the period prior to
the Third Amendment Effective Date and, for purposes of clarity, such limited
waiver shall be solely with respect to the Existing Defaults caused by the
Borrower's non-compliance with Sections 8.07, 8.08, 8.09, 8.10 and 8.17 of the
Credit Agreement for the four fiscal quarter period ending December 31, 1999
(and only for such period), (ii) payment of the Default Rate of interest
provided for under Section 2.06(c) of the Credit Agreement that would otherwise
have been due through the Third Amendment Effective Date, and (iii) compliance
with any provisions of the Credit Agreement based on the revisions to the
definition of "Consolidated Excess Cash Flow" set forth herein for Fiscal Year
1999.

                  B. LIMITATION OF WAIVER. Without limiting the generality of
the provisions of subsection 11.13 of the Credit Agreement, the waiver set forth
in Section 2A shall be limited precisely as written and relates solely to the
waiver of the Existing Defaults for the period prior to the Third Amendment
Effective Date in the manner and to the extent described above, and nothing in
this Amendment shall be deemed to:

                  (a) constitute a waiver of compliance by the Borrower with
         respect to (i) Sections 8.07, 8.08, 8.09, 8.10 and 8.17 of the Credit
         Agreement in any other instance or for any other period or (ii) any
         other term, provision or condition of the Credit Agreement, the other
         Credit Documents or any other instrument or agreement referred to
         therein; or

                  (b) prejudice any right or remedy that the Agent or any Bank
         may now have or may have in the future under or in connection with the
         Credit Agreement (including, without limitation, rights and remedies
         relating to the Borrower's failure to comply with the covenants amended
         hereby), the other Credit Documents or any other instrument or
         agreement referred to therein.

SECTION 3. CONDITIONS TO EFFECTIVENESS

                  Sections 1 and 2 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "THIRD AMENDMENT
EFFECTIVE DATE"):


                                       12
<PAGE>   13


                  A. On or before the Third Amendment Effective Date, the
  Borrower shall deliver to the Banks (or to Agent for the Banks with sufficient
  originally executed copies, where appropriate, for each Bank and its counsel)
  resolutions of the Board of Directors of the Borrower approving and
  authorizing the execution, delivery, and performance of this Amendment, signed
  by the President or Vice President of the Borrower and attested to by the
  Secretary or any Assistant Secretary of the Borrower, and dated the Third
  Amendment Effective Date.

                  B. On or before the Third Amendment Effective Date, the
Borrower shall have delivered to the Agent:

                           (i) for distribution to each Bank that executes and
         delivers this Amendment to the Agent on or before the Third Amendment
         Effective Date, a non-refundable amendment fee equal to 1/4 of 1% of
         the sum of the outstanding principal amount of the Term Loan of such
         Bank as of the Third Amendment Effective Date (and prior to giving
         effect to the payment set forth in clause (ii) below) plus the
         Revolving Loan Commitment prior to giving effect to the Third
         Amendment;

                           (ii) for distribution to each Bank, in accordance
         with its Pro Rata Share, $5,000,000 to be applied to prepay in inverse
         order of maturity the scheduled installments of principal of the Term
         Loans as set forth in Section 4.01; and

                           (iii) for distribution to the Agent and the
         applicable Banks, all of their respective costs and expenses
         (including, without limitation, attorneys' fees and disbursements, the
         fees and costs of the Bank Financial Advisor and the fees and costs of
         any other consultant or advisor retained by the Agent or the Banks in
         connection herewith) incurred as of the Third Amendment Effective Date
         in connection with the administration of the Credit Agreement and the
         negotiation, preparation, execution and delivery of this Amendment and
         the other documents, agreements, certificates and instruments delivered
         hereunder or in connection herewith.

         The payments made pursuant to Section 3B(i), (ii) and (iii) hereof
shall be made in Dollars in immediately available funds at the Payment Office of
the Agent.

SECTION 4.  BORROWER'S REPRESENTATIONS AND WARRANTIES

                  In order to induce the Banks to enter into this Amendment and
to amend the Credit Agreement in the manner provided herein, the Borrower
represents and warrants to each Bank that the following statements are true,
correct and complete:

                  A. CORPORATE POWER AND AUTHORITY. The Borrower and each
Subsidiary (as applicable), other than American HomePatient of New York, Inc.,
has all requisite corporate, partnership or other power and authority to enter
into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by this Amendment
(the "AMENDED AGREEMENT") and the other Credit Documents.

                  B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment, the performance of the Amended Agreement and the consummation of
the


                                       13
<PAGE>   14


transactions contemplated hereby have been duly authorized by all necessary
corporate, partnership or other action (as applicable) on the part of the
Borrower and each Subsidiary.

                  C. NO CONFLICT. The execution and delivery by the Borrower and
each Subsidiary of this Amendment, the performance by the Borrower and each such
Subsidiary of the Amended Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to the Borrower or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws (or other
documents of formation and governance, as the case may be) of the Borrower or
any of its Subsidiaries, or any order, judgment or decree of any court or other
agency of government binding on the Borrower or any of its Subsidiaries, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of the Borrower or any
of its Subsidiaries, (iii) result in or require the creation or imposition of
any Lien upon any of the properties or assets of the Borrower or any of its
Subsidiaries, or (iv) require any approval of stockholders or any approval or
consent of any Person under any Contractual Obligation of the Borrower or any of
its Subsidiaries except for such approvals or consents which will be obtained on
or before the Third Amendment Effective Date (as hereinafter defined).

                  D. GOVERNMENTAL CONSENTS. The execution and delivery by the
Borrower and each Subsidiary of this Amendment, the performance by the Borrower
and each such Subsidiary of the Amended Agreement and the consummation of the
transactions contemplated hereby do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any
federal, state or other governmental authority or regulatory body.

                  E. BINDING OBLIGATION. This Amendment and the Amended
Agreement have been duly executed and delivered by the Borrower and each
Subsidiary and are the legally valid and binding obligations of the Borrower and
each such Subsidiary, enforceable against the Borrower and each such Subsidiary
in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.

                  F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
DOCUMENTS. All representations and warranties of the Borrower or any of its
Subsidiaries contained in the Credit Documents are and will be true, correct and
complete in all material respects on and as of the Third Amendment Effective
Date to the same extent as though made on and as of that date, except (i) to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date, (ii) the failure of American
HomePatient East, Inc. to be in good standing in its jurisdiction of
incorporation, to be in good standing as a foreign corporation in Connecticut or
to be in good standing or duly qualified as a foreign corporation in Michigan,
(iii) the failure of American HomePatient of New York, Inc. to be validly
existing and in good standing under the laws of its jurisdiction of
incorporation, (iv) the failure of American HomePatient, Inc., a Tennessee
corporation, to be in good standing as a foreign corporation in New Mexico, (v)
the failure of Borrower to be in good standing as a foreign corporation in New
York, (vi) the failure of The National Medical Rentals, Inc. to be in good
standing or duly qualified as a foreign corporation in Missouri, (vii) the
failure of National I.V., Inc. to be in good


                                       14
<PAGE>   15


standing or duly qualified as a foreign corporation in Missouri, or (viii) the
failure of Volunteer Medical Oxygen and Hospital Equipment Company, Inc. to be
in good standing in its jurisdiction of incorporation. Without limiting the
generality of the foregoing, all information supplied to the Agent by or on
behalf of the Borrower or any Subsidiary with respect to any of the Collateral
is accurate and complete in all material respects, including, without
limitation, the information supplied in any of the schedules to the Credit
Documents.

                  G. ABSENCE OF DEFAULT. No event has occurred and is continuing
or will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.

                  H. ACKNOWLEDGEMENT OF DEBT. As of the Third Amendment
Effective Date, prior to the effectiveness of the limited waivers and amendments
herein and prior to giving effect to the payment made pursuant to Section 3C(ii)
of this Amendment, the aggregate Term Loan Exposure is $63,264,691.09 and the
Total Utilization of Revolving Loan Commitments is $249,243,329. The
Obligations, including, without limitation, the amounts set forth in the
preceding sentence, are jointly and severally payable by the Borrower and the
Credit Support Parties without defense, offset, presentment, protest, demand or
notice of any kind and interest, fees, costs and expenses continue to accrue
with respect thereto.

                  I. SUBSIDIARIES; JOINT VENTURES. Schedule 1 annexed hereto
sets forth, as of the Third Amendment Effective Date, each Subsidiary of the
Borrower and each Joint Venture. Except as set forth on Schedule 2 annexed
hereto, the Borrower and its Subsidiaries have not created and/or acquired any
Subsidiaries since the Third Amendment Effective Date.

                  J. SUBSIDIARY MERGERS.  The Subsidiaries set forth on Schedule
3 annexed hereto have merged with other Subsidiaries in accordance with the
terms of the Credit Agreement as provided therein.

SECTION 5.  ACKNOWLEDGEMENT AND CONSENT

                  Each Subsidiary set forth on Schedule 1 annexed hereto is a
party to the Subsidiary Guaranty and one or more of the following: (i) the
Subsidiary Partnership Security Agreement, (ii) the Subsidiary Pledge Agreement,
(iii) the Subsidiary Security Agreement and (iv) the Subsidiary Trademark
Security Agreement, in each case as amended through the Third Amendment
Effective Date, pursuant to which each such Subsidiary has (x) irrevocably
guarantied the prompt payment and performance of the Obligations and (y) granted
to the Agent (for the benefit of the Banks) valid and perfected first priority
security interests in and liens on the Collateral (subject to Liens consented to
by the Required Banks with respect to such Collateral and other Liens permitted
by Section 8.01 of the Credit Agreement) to secure the obligations of such
Subsidiary under the Subsidiary Guaranty. The Subsidiaries set forth on Schedule
A annexed hereto are collectively referred to herein as the "CREDIT SUPPORT
PARTIES", and the Subsidiary Guaranty, the Subsidiary Partnership Security
Agreement, the Subsidiary Pledge Agreement, the Subsidiary Security Agreement
and the Subsidiary Trademark Security Agreement are collectively referred to
herein as the "CREDIT SUPPORT DOCUMENTS".


                                       15
<PAGE>   16


                  Each Credit Support Party hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Amendment. Each Credit Support Party hereby confirms that each Credit Support
Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guaranty or secure, as the case may be, to the extent
set forth in such Credit Support Document the payment and performance of all
"Guarantied Obligations" and "Secured Obligations", as the case may be (in each
case as such terms are defined in the applicable Credit Support Document),
including, without limitation, the payment and performance of all such
"Guarantied Obligations" or "Secured Obligations", as the case may be, in
respect of the Obligations of the Borrower now or hereafter existing under or in
respect of the Amended Agreement and the Notes defined therein.

                  Each Credit Support Party acknowledges and agrees that any of
the Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Amended Agreement and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Third Amendment Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.

                  Each Credit Support Party acknowledges and agrees that
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Credit Document to consent to the amendments to the Credit
Agreement effected pursuant to this Amendment.

SECTION 6.  MISCELLANEOUS

                  A.       RELEASE.

                  The Borrower, each of the Credit Support Parties, their
respective successors and assigns and any Person that may derivatively or
otherwise assert a claim through or by any of the foregoing to the fullest
extent permitted by applicable law (collectively, the "RELEASORS") hereby
releases, remises, acquits and forever discharges the Agent, each Bank and each
of their respective employees, agents representatives, consultants, attorneys,
fiduciaries, servants, officers, directors, partners, predecessors, successors
and assigns, subsidiary corporations, parent corporations, related corporate
divisions, participants and assigns (all of the foregoing hereinafter called the
"RELEASED PARTIES"), from any and all actions and causes of action, judgments,
executions, suits, debts, claims, demands, liabilities, obligations, setoffs,
recoupments, counterclaims, defenses, damages and expenses of any and every
character, known or unknown, suspected or unsuspected, direct and/or indirect,
at law or in equity, of whatsoever kind or nature, whether heretofore or
hereafter arising, for or because of any matter or things done, omitted or
suffered to be done by any of the Released Parties prior to and including the
Third Amendment Effective Date, and in any way directly or indirectly arising
out of or in any way connected to this Amendment, the Credit Agreement or the
other Credit Documents (all of the


                                       16
<PAGE>   17


foregoing hereinafter called the "RELEASED MATTERS"). Each Releasor acknowledges
that the agreements in this Section 6A are intended to be in full satisfaction
of all or any alleged injuries or damages arising in connection with the
Released Matters and constitute a complete waiver of any right of setoff or
recoupment, counterclaim or defense of any nature whatsoever which arose prior
to the Third Amendment Effective Date to payment or performance of the
Obligations. Each Releasor represents and warrants that it has no knowledge of
any claim by it against the Released Parties or of any facts, or acts or
omissions of the Released Parties which on the Third Amendment Effective Date
would be the basis of a claim by the Releasors against the Released Parties
which is not released hereby. Each Releasor represents and warrants that it has
not purported to transfer, assign, pledge or otherwise convey any of its right,
title or interest in any Released Matter to any other Person and that the
foregoing constitutes a full and complete release of all Released Matters.
Releasors have been advised by counsel of their choosing and have granted this
release freely, and voluntarily and without duress.

                  The foregoing release shall be effective as a bar to any and
all actions, fees, damages, losses, claims, liabilities and demands of
whatsoever character, nature and kind, known or unknown, suspected or
unsuspected, notwithstanding any provisions of applicable law restricting the
effect of such a release. In furtherance thereof, the Releasors expressly waive
any and all rights conferred upon them by any provisions of applicable law to
the effect that a general release does not extend to claims which the creditor
does not know or suspect to exist in its factor at the time of executing the
release, which if known by it must have materially affected its settlement with
the debtor.

                  B.       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
 THE OTHER CREDIT DOCUMENTS.

                  (i) The Borrower hereby agrees and confirms that on and after
         the Third Amendment Effective Date each Credit Document and all
         collateral encumbered thereby shall continue to secure to the fullest
         extent possible the payment and performance of all "Secured
         Obligations" (as defined in each applicable Credit Document), including
         without limitation the payment and performance of all such "Secured
         Obligations" in respect of the Obligations of the Borrower now or
         hereafter existing under or in respect of the Amended Agreement and the
         Notes.

                  (ii) On and after the Third Amendment Effective Date, each
         reference in the Credit Agreement to "this Agreement", "hereunder",
         "hereof", "herein" or words of like import referring to the Credit
         Agreement, and each reference in the other Credit Documents to the
         "Credit Agreement", "thereunder", "thereof" or words of like import
         referring to the Credit Agreement shall mean and be a reference to the
         Amended Agreement.

                  (iii) The Borrower acknowledges and agrees that any of the
         Credit Documents to which it is a party or otherwise bound shall
         continue in full force and effect, and are hereby ratified and
         confirmed, and that all of its respective obligations thereunder shall
         be valid and enforceable and shall not be impaired, limited or
         otherwise affected by the execution, delivery or effectiveness of this
         Amendment or any future amendment or modification of the Amended
         Agreement.


                                       17
<PAGE>   18


                  (iv) The execution, delivery and performance of this Amendment
         shall not, except as expressly provided herein or therein, constitute a
         waiver of any provision of, or operate as a waiver of any right, power
         or remedy of the Agent or any Bank under, the Credit Agreement or any
         of the other Credit Documents.

                  C.       HEADINGS.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  D.       APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                  E.       COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Sections 1 and 2 hereof, the effectiveness of which is governed by
Section 3 hereof) shall become effective upon the execution of a counterpart
hereof by the Borrower, the Agent and the Required Banks and receipt by the
Borrower and the Agent of written or telephonic notification of such execution
and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]


                                       18
<PAGE>   19


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

                                             BORROWER:

                                             AMERICAN HOMEPATIENT, INC.,
                                             a Delaware corporation



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


                                      S-1
<PAGE>   20


CREDIT SUPPORT PARTIES:

    AHP, L.P.
    AHP FINANCE, INC.
    ALLEGHENY RESPIRATORY ASSOCIATES, INC.
    AMERICAN HOMEPATIENT, INC.
    AMERICAN HOMEPATIENT OF ARKANSAS, INC.
    AMERICAN HOMEPATIENT OF ILLINOIS, INC.
    AMERICAN HOMEPATIENT OF IOWA, INC.
    AMERICAN HOMEPATIENT OF NEVADA, INC.
    AMERICAN HOMEPATIENT OF TEXAS, L.P.
    AMERICAN HOMEPATIENT VENTURES, INC.
    AMERICAN HOMEPATIENT EAST, INC.
    AMERICAN HOMEPATIENT OF NEW YORK, INC.
    BREATHING EQUIPMENT INC. D/B/A HAZELTON MEDICAL AND BREATHING EQUIPMENT
    COLUMBIA-AHP HOME CARE ALLIANCE OF GAINESVILLE, GAINESVILLE, FL
    COLUMBIA-AHP HOME CARE ALLIANCE, NASHVILLE AND JACKSON TN
    DESIGNATED COMPANIES, INC. D/B/A CAREPLAN
    DOWNEAST MEDICAL SHOPPE
    HAPPY HARRY'S HEALTHCARE, INC.
    MEDICAL EQUIPMENT SERVICES, INC.
    NATIONAL I.V., INC.
    THE NATIONAL MEDICAL RENTALS, INC.
    NATIONAL MEDICAL SYSTEMS, INC.
    PARAGON HOME MEDICAL EQUIPMENT PARTNERSHIP, DALLAS, IRVING AND GRAND
       PRAIRIE, TX
    SOUND MEDICAL EQUIPMENT, INC.
    UNITED CLINICAL SERVICES, INC.
    VOLUNTEER MEDICAL OXYGEN AND HOSPITAL EQUIPMENT COMPANY, INC.

    On behalf of all of the above:

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



                                      S-2
<PAGE>   21


                            BANKERS TRUST COMPANY,
                            Individually and as the Agent



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



                                      S-3
<PAGE>   22



                               ABN AMRO BANK, N.V.


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

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


                                      S-4
<PAGE>   23



                            AMSOUTH BANK



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


                                      S-5
<PAGE>   24



                            BANK OF AMERICA, N.T. & S.A.
                            (including the former NationsBank, N.A.)


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


                                      S-6
<PAGE>   25


                            BANK OF MONTREAL



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





                                      S-7
<PAGE>   26


                            FIRST UNION NATIONAL BANK
                            (formerly Corestates Bank, N.A.)



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


                                      S-8
<PAGE>   27


                           [Intentionally left blank]


                                      S-9
<PAGE>   28


                                   BANK ONE

                                   (formerly The First National Bank of Chicago)


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


                                      S-10
<PAGE>   29


                             BEAR STEARNS & CO. INC.



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


                                      S-11
<PAGE>   30


                                 CITIBANK, N.A.



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


                                      S-12
<PAGE>   31




                           THE FUJI BANK, LIMITED, NEW YORK BRANCH


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


                                      S-13
<PAGE>   32


                           COOPERATIEVE CENTRALE RAIFFESEN -
                           BOERENLEENBANK, B.A., "RABOBANK
                           NEDERLAND", NEW YORK BRANCH


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


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


                                      S-14
<PAGE>   33


                           THE SAKURA BANK, LIMITED


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


                                      S-15
<PAGE>   34


                           SUNTRUST BANK, NASHVILLE, N.A.


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


                                      S-16
<PAGE>   35


                           UNION BANK OF CALIFORNIA, N.A.


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


                                      S-17
<PAGE>   36


                           WILLIAM E. SIMON & SONS SPECIAL
                           SITUATIONS PARTNERS, L.P.


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


                                      S-18
<PAGE>   37


                                                                      SCHEDULE 1
                                  SUBSIDIARIES



<PAGE>   38


                                                                      SCHEDULE 2

                                NEW SUBSIDIARIES