<PAGE>
                     AMENDED AND RESTATED CREDIT AGREEMENT


                           Dated as of June 13, 2002


                                     among


                         ACCREDO HEALTH, INCORPORATED,
                                  as Borrower,


                     CERTAIN SUBSIDIARIES OF THE BORROWER,
                                 as Guarantors,


                            THE LENDERS NAMED HEREIN


                                      and


                              JPMORGAN CHASE BANK,
                              as Syndication Agent


                      WACHOVIA BANK, NATIONAL ASSOCIATION
                                      and
                   FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
                           as Co-Documentation Agents


                             BANK OF AMERICA, N.A.,
                            as Administrative Agent


                                  Arranged by:

                        BANC OF AMERICA SECURITIES LLC,
                  as Sole Lead Arranger and Sole Book Manager
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
<S>                                                                                                <C>
SECTION 1 DEFINITIONS............................................................................    1
         1.1      Definitions....................................................................    1
         1.2      Computation of Time Periods....................................................   26
         1.3      Accounting Terms...............................................................   26

SECTION 2 CREDIT FACILITIES......................................................................   26
         2.1      Commitments....................................................................   26
         2.2      Method of Borrowing............................................................   28
         2.3      Interest.......................................................................   28
         2.4      Repayment......................................................................   29
         2.5      Notes..........................................................................   30
         2.6      Additional Provisions relating to Letters of Credit............................   30
         2.7      Additional Provisions relating to Swingline Loans..............................   34

SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES.........................................   35
         3.1      Default Rate...................................................................   35
         3.2      Continuation and Conversion....................................................   35
         3.3      Prepayments....................................................................   36
         3.4      Reduction and Termination of Commitments.......................................   38
         3.5      Fees...........................................................................   39
         3.6      Capital Adequacy...............................................................   39
         3.7      Limitation on Eurodollar Loans.................................................   40
         3.8      Illegality.....................................................................   40
         3.9      Requirements of Law............................................................   40
         3.10     Treatment of Affected Loans....................................................   41
         3.11     Taxes..........................................................................   42
         3.12     Funding Losses.................................................................   43
         3.13     Pro Rata Treatment.............................................................   44
         3.14     Sharing of Payments............................................................   45
         3.15     Payments, Computations, etc....................................................   45
         3.16     Evidence of Debt...............................................................   47
         3.17     Treatment of Affected Lenders..................................................   48

SECTION 4 GUARANTY...............................................................................   48
         4.1      The Guaranty...................................................................   48
         4.2      Obligations Unconditional......................................................   49
         4.3      Reinstatement..................................................................   50
         4.4      Certain Additional Waivers.....................................................   50
         4.5      Remedies.......................................................................   50
         4.6      Rights of Contribution.........................................................   50
         4.7      Guarantee of Payment; Continuing Guarantee.....................................   51

SECTION 5 CONDITIONS.............................................................................   51
         5.1      Closing Conditions.............................................................   51
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                                                 <C>
         5.2      Conditions to all Extensions of Credit.........................................   54

SECTION 6 REPRESENTATIONS AND WARRANTIES.........................................................   55
         6.1      Financial Condition............................................................   55
         6.2      No Changes or Restricted Payments..............................................   56
         6.3      Organization; Existence; Compliance with Law...................................   56
         6.4      Power; Authorization; Enforceable Obligations..................................   57
         6.5      No Legal Bar...................................................................   57
         6.6      No Material Litigation and Disputes............................................   57
         6.7      No Defaults....................................................................   58
         6.8      Ownership and Operation of Property............................................   58
         6.9      Intellectual Property..........................................................   58
         6.10     Taxes..........................................................................   58
         6.11     ERISA..........................................................................   58
         6.12     Governmental Regulations, etc..................................................   60
         6.13     Subsidiaries...................................................................   60
         6.14     Purpose of Extensions of Credit................................................   60
         6.15     Environmental Matters..........................................................   60
         6.16     No Material Misstatements......................................................   61
         6.17     Labor Matters..................................................................   62
         6.18     Collateral Documents...........................................................   62
         6.19     Location of Real Property and Leased Premises..................................   62
         6.20     Fraud and Abuse................................................................   62
         6.21     Licensing and Accreditation....................................................   63
         6.22     Solvency.......................................................................   63
         6.23     No Other Broker's Fees.........................................................   63
         6.24     Transaction....................................................................   64

SECTION 7 AFFIRMATIVE COVENANTS..................................................................   64
         7.1      Information Covenants..........................................................   64
         7.2      Preservation of Existence and Franchises.......................................   67
         7.3      Books and Records..............................................................   67
         7.4      Compliance with Law............................................................   67
         7.5      Payment of Taxes and Other Lawful Claims.......................................   67
         7.6      Insurance......................................................................   68
         7.7      Maintenance of Property........................................................   68
         7.8      Use of Proceeds; Margin Stock..................................................   68
         7.9      Audits/Inspections.............................................................   69
         7.10     Financial Covenants............................................................   69
         7.11     Additional Guarantors; Foreign Subsidiaries....................................   70
         7.12     Pledged Assets.................................................................   70
         7.13     Interest Rate Protection.......................................................   70
         7.14     Landlord Lien Waivers..........................................................   70

SECTION 8 NEGATIVE COVENANTS.....................................................................   71
         8.1      Indebtedness...................................................................   71
         8.2      Liens..........................................................................   72
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                                 <C>
         8.3      Nature of Business.............................................................   72
         8.4      Merger and Consolidation, Dissolution and Acquisitions.........................   72
         8.5      Asset Dispositions.............................................................   73
         8.6      Investments....................................................................   74
         8.7      Restricted Payments............................................................   74
         8.8      Modifications and Payments in respect of Funded Debt...........................   74
         8.9      Transactions with Affiliates...................................................   74
         8.10     Fiscal Year....................................................................   75
         8.11     Limitation on Restricted Actions; No Further Negative Pledges..................   75
         8.12     Ownership of Subsidiaries......................................................   75
         8.13     Sale Leasebacks................................................................   75

SECTION 9 EVENTS OF DEFAULT......................................................................   76
         9.1      Events of Default..............................................................   76
         9.2      Acceleration; Remedies.........................................................   78

SECTION 10 ADMINISTRATIVE AND COLLATERAL AGENT...................................................   78
         10.1     Appointment and Authorization..................................................   78
         10.2     Delegation of Duties...........................................................   79
         10.3     Liability......................................................................   79
         10.4     Reliance.......................................................................   80
         10.5     Notice of Default..............................................................   80
         10.6     Credit Decision; Disclosure of Information.....................................   81
         10.7     Indemnification................................................................   81
         10.8     Individual Capacity............................................................   82
         10.9     Successor......................................................................   82
         10.10    Other Agents; Lead Managers....................................................   82

SECTION 11 MISCELLANEOUS.........................................................................   83
         11.1     Notices........................................................................   83
         11.2     Right of Set-Off; Adjustments..................................................   83
         11.3     Successors and Assigns.........................................................   83
         11.4     No Waiver; Remedies Cumulative.................................................   86
         11.5     Expenses; Indemnification......................................................   86
         11.6      Amendments, Waivers and Consents..............................................   87
         11.7     Counterparts...................................................................   89
         11.8     Headings.......................................................................   89
         11.9     Survival.......................................................................   89
         11.10    Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial;
                  Waiver of Punitive and Exemplary Damages.......................................   89
         11.11    Severability...................................................................   90
         11.12    Entirety.......................................................................   90
         11.13    Binding Effect; Termination....................................................   90
         11.14    Confidentiality................................................................   90
         11.15    Source of Funds................................................................   91
         11.16    Conflict.......................................................................   92
</TABLE>


                                      iii
<PAGE>
                             SCHEDULES AND EXHIBITS

<TABLE>
<S>                        <C>
Schedule 2.1               Commitments
Schedule 5.1               Identified Real Property Leasehold Interests
Schedule 6.8               Liens
Schedule 6.9               Intellectual Property
Schedule 6.13              Subsidiaries
Schedule 6.19(a)           Locations of Owned and Leased Real Property
Schedule 6.19(b)           Locations of Tangible Personal Property
Schedule 6.19(c)           Legal Name, State of Formation and Chief Executive Office Location
Schedule 7.6               Insurance
Schedule 8.1               Indebtedness
Schedule 8.6               Investments
Schedule 8.11              Limitations on Restricted Actions; Negative Pledges
Schedule 8.12              Non-Wholly Owned Subsidiaries
Schedule 11.1              Notice Addresses

Exhibit 1.1                Form of Genzyme Intercreditor and Subordination Agreement
Exhibit 2.2(a)(i)          Form of Notice of Revolving Loan Borrowing
Exhibit 2.2(a)(ii)         Form of Notice of Request of Letter of Credit
Exhibit 2.2(a)(iii)        Form of Notice of Swingline Loan Borrowing
Exhibit 2.5-1              Form of Revolving Note
Exhibit 2.5-2              Form of Tranche A Term Note
Exhibit 2.5-3              Form of Tranche B Term Note
Exhibit 3.2                Form of Notice of Continuation/Conversion
Exhibit 5.1                Form of Officer's Certificate
Exhibit 7.1(c)             Form of Officer's Compliance Certificate
Exhibit 7.11               Form of Joinder Agreement
Exhibit 11.3(b)            Form of Assignment and Acceptance
</TABLE>


                                       iv
<PAGE>
                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement") dated
as of June 13, 2002 is by and among ACCREDO HEALTH, INCORPORATED, a Delaware
corporation (the "Borrower"), the Guarantors (defined herein), the Lenders
(defined herein) and BANK OF AMERICA, N.A., as Administrative Agent for the
Lenders (in such capacity, the "Administrative Agent").

                               W I T N E S S E T H

      WHEREAS, $60 million in credit facilities have been established in favor
of the Borrower pursuant to that Loan and Security Agreement (as amended,
modified and supplemented, the "Existing Credit Agreement") dated as of June 5,
1997 among the Borrower, the guarantors identified therein, the banks identified
therein and Bank of America, N.A., as agent;

      WHEREAS, the Borrower has requested certain modifications to the credit
facilities, including, among other things, an increase in the size of the credit
facilities to $325 million;

      WHEREAS, the Lenders have agreed to make the requested credit facilities
available to the Borrower on the terms and conditions hereinafter set forth; and

      WHEREAS, this Credit Agreement is given in amendment to, restatement of
and substitution for the Existing Credit Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                    SECTION 1

                                   DEFINITIONS

1.1   Definitions.

      As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

      "Acquired Company" means substantially all of the assets and rights used
in or related to the operation and conduct of the business of Sellers (as
defined in the Asset Purchase Agreement) that is identified as the Specialty
Pharmaceutical Services business in Gentiva Health Services Inc.'s Form 10-K for
fiscal year 2000, as updated by its Form 10-Q for the quarterly period ended
September 30, 2001.

      "Acquisition" means any transaction, or series of related transactions, by
which a Person directly or indirectly (a) acquires all or any substantial
portion of the Property of another Person (other than a Credit Party) or (b)
acquires control of at least a majority of the Voting Stock of another Person
(other than a Credit Party).

      "Acute Disposition" means the sale of some or all of the assets used in
the Acute Business which is being acquired by Borrower in the Transaction (which
may include fixed assets, contracts , leases, accounts receivable and the stock
in those entities engaged in the Acute Business). The Acute Business
<PAGE>
consists of a product portfolio and branch pharmacy network that is engaged in
providing home infusion therapies to patients with acute medical needs and
includes but is not limited to the following therapies: antibiotic therapy,
biological response modifier, total parenteral nutrition, pain management
therapy, Chemotherapy, catheter care, enteral nutrition, hydration therapy and
other therapies which do not fall within the Borrower's business model.

      "Adjusted Base Rate" means the Base Rate plus the Applicable Percentage.

      "Adjusted Eurodollar Rate" means the Eurodollar Rate plus the Applicable
Percentage.

      "Administrative Agent" shall have the meaning provided in the heading
hereof, together with any successors or assigns.

      "Administrative Agent's Fee Letter" means that certain letter agreement,
dated as of December 31, 2001, between the Administrative Agent and the
Borrower, as amended, modified, restated or supplemented from time to time.

      "Affiliate" means, with respect to any Person, (i) any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person and (ii) solely for purposes of Section 8.9, any
other Person directly or indirectly owning or holding five percent (5%) or more
of the Capital Stock in such Person. For purposes of this definition, "control"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

      "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

      "Aggregate Revolving Committed Amount" shall have the meaning provided in
Section 2.1(a).

      "Applicable Lending Office" means, for each Lender, the office of such
Lender (or of an Affiliate of such Lender) as such Lender may from time to time
specify to the Administrative Agent and the Borrower by written notice as the
office by which its Eurodollar Loans are made and maintained.

      "Applicable Percentage" means, for any day, the rate per annum set forth
below opposite the applicable Consolidated Leverage Ratio then in effect, it
being understood that the Applicable Percentage for (i) Base Rate Loans shall be
the percentage set forth under the column titled "Base Rate Margin", (ii)
Eurodollar Loans shall be the percentage set forth under the column titled
"Eurodollar Margin", (iii) the Letter of Credit Fee shall be the percentage set
forth under the column titled "Letter of Credit Fee", and (iv) the Commitment
Fee shall be the percentage set forth under the column titled "Commitment Fee":

<TABLE>
<CAPTION>
                                    Revolving Loans and
                                    Tranche A Term Loans         Tranche B Term Loans
-----------------------------------------------------------------------------------------------------------------
 Pricing       Consolidated       Eurodollar     Base Rate     Eurodollar    Base Rate     Letter of   Commitment
  Level       Leverage Ratio        Margin        Margin         Margin        Margin     Credit Fee      Fee
-----------------------------------------------------------------------------------------------------------------
<S>         <C>                  <C>            <C>           <C>           <C>          <C>          <C>
    I       < or = 1.50:1.00         1.75%          0.25%         2.50%         1.00%         1.75%       0.375%
-----------------------------------------------------------------------------------------------------------------
    II      < or = 2.00:1.00 but     2.00%          0.50%         2.50%         1.00%         2.00%       0.500%
                > 1.50:1.00
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
<S>           <C>                      <C>           <C>          <C>          <C>          <C>           <C>
   III        < or = 2.50:1.00 but       2.25%         0.75%        2.75%        1.25%        2.25%         0.500%
                > 2.00:1.00
------------------------------------------------------------------------------------------------------------------
    IV          > 2.50:1.00              2.50%         1.00%        2.75%        1.25%        2.50%         0.500%
------------------------------------------------------------------------------------------------------------------
</TABLE>

The Applicable Percentage shall be determined and adjusted on each of the
following dates (each a "Rate Determination Date") (a) five Business Days after
the date by which each annual and quarterly compliance certificates and related
financial statements and information are required in accordance with the
provisions of Sections 7.1(a), (b) and (c), as appropriate, and (b) five
Business Days after the date on which any Permitted Acquisition closes; provided
that:

            (i)   the initial Applicable Percentages shall be based on pricing
      level III and shall remain in effect at such pricing level (or any higher
      (more expensive) pricing level as would otherwise apply) until the first
      Rate Determination Date to occur in connection with the delivery of the
      quarterly financial statements and appropriate compliance certificate for
      the fiscal quarter ending June 30, 2002, and

            (ii)  notwithstanding the foregoing, in the event an annual or
      quarterly compliance certificate and related financial statements and
      information are not delivered timely to the Administrative Agent and the
      Lenders by the date required by Section 7.1(a), (b) or (c), as
      appropriate, the Applicable Percentages shall be based on pricing level IV
      until the date five Business Days after the appropriate compliance
      certificate and related financial statements and information are
      delivered, whereupon the applicable pricing level shall be adjusted based
      on the information contained in such compliance certificate and related
      financial statements and information.

      Subject to the qualifications set forth above, each Applicable Percentage
shall be effective from a Rate Determination Date until the next Rate
Determination Date. The Administrative Agent shall determine the appropriate
Applicable Percentages in the pricing matrix promptly upon receipt of the
quarterly or annual compliance certificate and related financial information and
shall promptly notify the Borrower and the Lenders of any change thereof. Such
determinations by the Administrative Agent shall be conclusive absent manifest
error. Adjustments in the Applicable Percentages shall be effective as to
existing Extensions of Credit as well as new Extensions of Credit made
thereafter.

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Arranger" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

      "Asset Disposition" shall mean and include the sale, lease or other
disposition of any Property (including the Capital Stock of a Subsidiary) by any
member of the Consolidated Group (including, without limitation, any Sale and
Leaseback Transaction), but for purposes hereof shall not include, in any event,
(A) the sale of inventory (including, without limitation, the sale of inventory
at wholesale cost to Joint Ventures) in the ordinary course of business or the
return of inventory to the manufacturer thereof, (B) the sale, lease or other
disposition of machinery and equipment no longer used or useful in the conduct
of business, (C) a sale, lease, transfer or disposition of Property to a Credit
Party, (D) the sublease of any real property and (E) the lease or sublease of
equipment, software and personnel pursuant to the Services and Transition
Agreement.

      "Asset Purchase Agreement" means the Asset Purchase Agreement dated
January 2, 2002 by and between the Borrower, Gentiva Health Services, Inc. and
the other Sellers named therein.
<PAGE>
      "Assignment and Acceptance" means an assignment and acceptance
substantially in the form of Exhibit 11.3(b) hereto executed and delivered in
accordance with the provisions of Section 11.3.

      "Bank of America" means Bank of America, N.A., and its successors.

      "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

      "Bankruptcy Event" means, with respect to any Person, the occurrence of
any of the following with respect to such Person: (i) a court or governmental
agency having jurisdiction in the premises shall enter a decree or order for
relief in respect of such Person in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property
or ordering the winding up or liquidation of its affairs; or (ii) there shall be
commenced against such Person an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or any
case, proceeding or other action for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of such Person
or for any substantial part of its Property or for the winding up or liquidation
of its affairs, and such involuntary case or other case, proceeding or other
action shall remain undismissed, undischarged or unbonded for a period of sixty
(60) consecutive days; or (iii) such Person shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property
or make any general assignment for the benefit of creditors; or (iv) such Person
shall be unable to, or shall admit in writing its inability to, pay its debts
generally as they become due.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate in effect on such day plus one half of one
percent (0.5%) and (b) the Prime Rate in effect on such day.

      "Base Rate Loan" means any Loan bearing interest at a rate determined by
reference to the Base Rate.

      "Borrower" shall have the meaning provided in the heading hereof, together
with any successors or assigns.

      "Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or required by law to close, except that, when used in connection
with a Eurodollar Loan, such day shall also be a day on which dealings between
banks are carried on in Dollar deposits in London, England.

      "Capital Lease" means, as applied to any Person, any lease of Property by
such Person as lessee that, in accordance with GAAP, is required to be accounted
for as a capital lease on the balance sheet of such Person.

      "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests and (v) any other
<PAGE>
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person.

      "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve months from the
date of acquisition, (b) Dollar denominated time deposits and certificates of
deposit of (i) any Revolving Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500 million or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by any
Person with a bank or trust company (including any of the Revolving Lenders) or
recognized securities dealer having capital and surplus in excess of $500
million for direct obligations issued by or fully guaranteed by the United
States in which such Person shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least one hundred percent (100%) of the
amount of the repurchase obligations and (e) Investments, classified in
accordance with GAAP as current assets, in money market investment programs
registered under the Investment Company Act of 1940, as amended, that are
administered by reputable financial institutions having capital of at least $500
million and the portfolios of which are limited to Investments of the character
described in the foregoing subdivisions (a) through (d).

      "CHAMPUS" means the United States Department of Defense Civilian Health
and Medical Program of the Uniformed Services, and any successor thereof
including TRICARE.

      "Change of Control" means the occurrence of any of the following events:
(i) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership, directly or indirectly, of, or shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of or control
over, Voting Stock of the Borrower (or other securities convertible into such
Voting Stock) representing thirty percent (30%) or more of the combined voting
power of all Voting Stock of the Borrower or (ii) during any period of up to
twenty-four consecutive months, commencing after the Closing Date, individuals
who at the beginning of such twenty-four month period were directors of the
Borrower (together with any new director whose election by the Borrower's board
of directors or whose nomination for election by the Borrower's shareholders was
approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the directors of the Borrower then in office. As used
herein, "beneficial ownership" shall have the meaning provided in Rule 13d-3 of
the Securities and Exchange Commission under the Securities Exchange Act.

      "Closing Date" means the date hereof.

      "Collateral" means a collective reference to the collateral that is
identified in, and at any time will be covered by, the Collateral Documents.

      "Collateral Agent" means Bank of America in its capacity as "Collateral
Agent" under the Collateral Documents, together with any successors or assigns.
<PAGE>
      "Collateral Documents" means a collective reference to the Security
Agreement, the Pledge Agreement, the Mortgages and such other documents executed
and delivered in connection with the attachment and perfection of the
Administrative Agent's security interests and liens arising thereunder,
including, without limitation, UCC financing statements and patent and trademark
filings.

      "Commitment" means the Revolving Commitment, the LOC Commitment and the
Swingline Commitment.

      "Commitment Fee" shall have the meaning provided in Section 3.5(a).

      "Commitment Period" means the period from and including the Closing Date
to but not including the earlier of (i) the Termination Date or (ii) the date on
which the Commitments terminate in accordance with the provisions of this Credit
Agreement.

      "Consolidated Accounts" means, as of any date of determination and without
duplication, the aggregate book value of all accounts receivable, receivables,
and obligations for payment created or arising from the sale of inventory or the
rendering of services in the ordinary course of business (collectively, the
"Receivables"), owned by or owing to any member of the Consolidated Group, net
of allowances and reserves for doubtful or uncollectible accounts and sales
adjustments consistent with such Person's internal policies and in any event in
accordance with GAAP, but excluding in any event (a) any Receivable that is (i)
not subject to a perfected, first priority Lien in favor of the Collateral Agent
pursuant to the Security Agreement or (ii) subject to any Lien that is not a
Permitted Lien, (b) Receivables owing by an account debtor located outside of
the United States (unless payment for the goods shipped is secured by an
irrevocable letter of credit in a form and from an institution acceptable to the
Administrative Agent), (c) Receivables owing by an account debtor that is not
solvent or is subject to any bankruptcy or insolvency proceeding of any kind and
(d) Receivables for which any Subsidiary or Joint Venture is the account debtor.

      "Consolidated Asset Coverage Ratio" means, as of the last day of each
fiscal quarter, the ratio of (a) Consolidated Assets on such day to (b)
Consolidated Funded Debt on such day; provided that for purposes of calculating
clause (a), the amount of Consolidated Inventory included in such calculation
shall not exceed an amount equal to thirty percent (30%) of the amount of
Consolidated Assets; provided, further, that for purposes of calculating clause
(a), the amount of Genzyme Inventory included in such calculation shall not
exceed an amount equal to fifteen percent (15%) of the amount of Consolidated
Assets.

      "Consolidated Assets" means, as of any date of determination, the sum of
Consolidated Accounts on such day plus Consolidated Inventory on such day.

      "Consolidated Capital Expenditures" means, for any period for the
Consolidated Group, without duplication, all expenditures (whether paid in cash
or other consideration) during such period that, in accordance with GAAP, are
required to be included in additions to property, plant and equipment or similar
items reflected in the consolidated statement of cash flows for such period
(including, without limitation, Capital Leases and capitalized software costs);
provided, that Consolidated Capital Expenditures shall not include, for purposes
hereof, expenditures of proceeds of insurance settlements, condemnation awards
and other settlements in respect of lost, destroyed, damaged or condemned
assets, equipment or other property to the extent such expenditures are made to
replace or repair such lost, destroyed, damaged or condemned assets, equipment
or other property or otherwise to acquire assets or properties useful in the
business of the members of the Consolidated Group.
<PAGE>
      "Consolidated EBITDA" means, for any period for the Consolidated Group,
the sum of (i) Consolidated Net Income, plus (ii) to the extent deducted in
determining Consolidated Net Income, (A) Consolidated Interest Expense, (B)
taxes, (C) depreciation and amortization, in each case on a consolidated basis
determined in accordance with GAAP, (D) one time non-recurring non-cash charges
relating to restructuring and other costs in connection with the Transaction not
to exceed $6,000,000 and (E) one time non-recurring cash charges relating to
restructuring and other costs in connection with the Transaction not to exceed
$6,000,000. Except as otherwise expressly provided, the applicable period shall
be the four consecutive fiscal quarters ending as of the date of determination.

      "Consolidated EBITDAR" means, for any period for the Consolidated Group,
the sum of (i) Consolidated EBITDA, plus (ii) rent and lease expense, minus
(iii) cash taxes paid, minus (iv) Consolidated Capital Expenditures, in each
case determined on a consolidated basis in accordance with GAAP.

      "Consolidated Fixed Charge Coverage Ratio" means, as of the last day of
each fiscal quarter, the ratio of Consolidated EBITDAR for the period of four
consecutive fiscal quarters ending as of such day to Consolidated Fixed Charges
for the period of four consecutive fiscal quarters ending as of such day.

      "Consolidated Fixed Charges" means, for any period for the Consolidated
Group, the sum of (a) the cash portion of Consolidated Interest Expense, plus
(b) rent and lease expense, plus (c) current maturities of Consolidated Funded
Debt (including current scheduled reductions in commitments (but only to the
extent the Funded Debt in respect of any such commitment exceeded the reduced
commitment on the date of such reduction), but excluding current maturities of
Revolving Loans and Swingline Loans), plus (d) cash payments made to repurchase
outstanding common stock of the Borrower, plus (e) Deferred Purchase Price
Payments made during the last fiscal quarter of the applicable period, plus (f)
for each Deferred Purchase Price Payment made during the first three fiscal
quarters of the applicable period, an amount equal to the sum of (i) such
Deferred Purchase Price Payment, multiplied by (ii) (A) if such Deferred
Purchase Price Payment was made during the first fiscal quarter of the
applicable period, one-fourth (1/4), (B) if such Deferred Purchase Price Payment
was made during the second fiscal quarter of the applicable period, one-half
(1/2) and (C) if such Deferred Purchase Price Payment was made during the third
fiscal quarter of the applicable period, three-fourths (3/4), in each case on a
consolidated basis determined in accordance with GAAP.

      "Consolidated Funded Debt" means Funded Debt of the Consolidated Group
determined on a consolidated basis in accordance with GAAP.

      "Consolidated Group" means the Borrower and its consolidated subsidiaries,
as determined in accordance with GAAP.

      "Consolidated Interest Expense" means, for any period for the Consolidated
Group, all interest expense, including the amortization of debt discount and
premium, the interest component under Capital Leases and the implied interest
component under Securitization Transactions, in each case on a consolidated
basis determined in accordance with GAAP.

      "Consolidated Inventory" means, as of any date of determination and
without duplication, the lower of the aggregate book value or fair market value
of all finished goods inventory held for sale owned by any member of the
Consolidated Group less appropriate reserves determined, as to any inventory
held for sale only, in accordance with GAAP but excluding in any event (a)
inventory that is (i) not subject to a perfected, first priority Lien in favor
for the Collateral Agent pursuant to the Security Agreement or (ii) subject to
any Lien that is not a Permitted Lien, (b) inventory located outside of the
United States, (c) inventory which is not in good condition or fails to meet
standards for sale or use imposed by
<PAGE>
governmental agencies, departments or divisions having regulatory authority over
such goods, (d) inventory that is not either usable or salable, at prices
approximating at least cost of such inventory, in the ordinary course of
business of the members of the Consolidated Group, and inventory that is slow
moving or stale, (e) inventory that is (i) held or stored on premises not owned
by a member of the Consolidated Group (or in transit to such premises) if (A)
the owner of such premises has a Lien (whether by statute, contract or
otherwise) on such inventory that is prior to the Lien in favor of the
Collateral Agent under the Security Agreement, (B) a material amount of
inventory is held or stored on such premises, (C) the Administrative Agent has
reasonably requested (and not subsequently waived) that the owner of such
premises deliver a lien subordination agreement for such premises, and (D)
within forty-five (45) days following such request (or such longer period agreed
to by the Administrative Agent) the owner of such premises has not entered into
a lien subordination agreement in form and substance substantially similar to
those delivered on the Closing Date or otherwise reasonably satisfactory to the
Administrative Agent ("Other Premises Inventory") or (ii) consigned to a
customer of a member of the Consolidated Group and appropriate steps have been
taken under the Uniform Commercial Code as enacted in any applicable
jurisdiction to perfect such member's interest in such inventory ("Consigned
Inventory"), provided that (A) $1,000,000 of Other Premises Inventory and
Consigned Inventory in the aggregate shall not be excluded by this clause (e)
and (B) to the extent excluded by this clause (e), Other Premises Inventory
shall be excluded only to the extent of the outstanding obligations secured by
the Lien of the owner of such premises, and (f) inventory in possession of a
Person other than a member of the Consolidated Group (other than Other Premises
Inventory and Consigned Inventory), except for inventory in transit to a member
of the Consolidated Group.

      "Consolidated Leverage Ratio" means, as of the last day of each fiscal
quarter, the ratio of Consolidated Funded Debt on such day to Consolidated
EBITDA for the period of four consecutive fiscal quarters ending as of such day.

      "Consolidated Net Income" means, for any period for the Consolidated
Group, net income (or loss) determined on a consolidated basis in accordance
with GAAP, but excluding for the purpose of determining the Consolidated
Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio any
extraordinary gains, nonrecurring gains and gains from the write-up of assets
and related tax effects thereon.

      "Consolidated Net Worth" means, as of any date, consolidated stockholders'
equity of the Consolidated Group as determined in accordance with GAAP.

      "Continue", "Continuation", and "Continued" shall refer to the
continuation pursuant to Section 3.2 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

      "Contract Provider" means any Person or any employee, agent or
subcontractor of such Person who provides professional healthcare services under
or pursuant to any contract with any member of the Consolidated Group.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any material agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Convert", "Conversion", and "Converted" shall refer to a conversion
pursuant to Section 3.2 or Sections 3.7 through 3.12, inclusive, of a Base Rate
Loan into a Eurodollar Loan.
<PAGE>
      "Credit Documents" means, collectively, this Credit Agreement, the Notes,
the LOC Documents, the Collateral Documents, the Administrative Agent's Fee
Letter, and all other related agreements and documents issued or delivered
hereunder or thereunder or pursuant hereto or thereto.

      "Credit Party" means any or all of the Borrower and the Guarantors.

      "Debt Transaction" means, with respect to any member of the Consolidated
Group, any sale, issuance, placement, assumption or guaranty of Funded Debt,
whether or not evidenced by promissory note or other written evidence of
indebtedness, except for Funded Debt permitted to be incurred pursuant to
Section 8.1.

      "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "Defaulting Lender" means, at any time, any Lender that (a) has failed to
make a Loan or purchase a Participation Interest required pursuant to the terms
of this Credit Agreement within one Business Day of when due, (b) other than as
set forth in (a) above, has failed to pay to the Administrative Agent or any
Lender an amount owed by such Lender pursuant to the terms of this Credit
Agreement within one Business Day of when due, unless such amount is subject to
a good faith dispute or (c) has been deemed insolvent or has become subject to a
bankruptcy or insolvency proceeding or with respect to which (or with respect to
any of the assets of which) a receiver, trustee or similar official has been
appointed.

      "Deferred Purchase Price Payments" means all payments on deferred purchase
price obligations incurred in connection with Acquisitions (including, without
limitation, earn-out payments).

      "Dollars" and "$" means dollars in lawful currency of the United States.

      "Domestic Subsidiary" means any Subsidiary that is incorporated or
organized under the laws of any state of the United States or the District of
Columbia.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural Person)
approved by (i) the Administrative Agent, (ii) in the case of an assignment of a
Revolving Commitment, the Issuing Lender and (iii) unless an Event of Default
has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed, it being agreed that the Borrower's
withholding of consent to an assignment that would result in the Borrower having
to pay amounts under Section 3.11 shall be deemed to be reasonable).

      "Eligible Real Property" means, with respect to any member of the
Consolidated Group, including any Person that becomes a member of the
Consolidated Group after the Closing Date as contemplated by Section 7.12, any
real property that (i) is located in the United States or (to the extent deemed
material by the Administrative Agent or the Required Lenders in its or their
sole reasonable discretion) located outside of the United States, (ii) is owned
or (to the extent deemed material by the Administrative Agent or the Required
Lenders in its or their reasonable discretion) leased by such member of the
Consolidated Group and (iii) is not Excluded Property.

      "Environmental Laws" means any and all lawful and applicable federal,
state, local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to the environment or to
emissions, discharges, releases or threatened releases of Materials of
Environmental Concern into the environment including, without limitation,
ambient air, surface water, ground water, or land, or otherwise
<PAGE>
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of Materials of Environmental Concern.

      "Equity Transaction" means, with respect to any member of the Consolidated
Group, any issuance or sale of shares of its Capital Stock, other than an
issuance (i) to a member of the Consolidated Group, (ii) in connection with a
conversion of debt securities to equity, (iii) in connection with exercise by a
present or former employee, officer or director under a stock incentive plan,
stock option plan or other equity-based compensation plan or arrangement and
(iv) of Capital Stock of the Borrower in connection with a Permitted
Acquisition.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

      "ERISA Affiliate" means an entity that is under common control with any
member of the Consolidated Group within the meaning of Section 4001(a)(14) of
ERISA, or is a member of a group that includes any member of the Consolidated
Group and that is treated as a single employer under Sections 414(b) or (c) of
the Internal Revenue Code.

      "ERISA Event" means (i) with respect to any Plan, the occurrence of a
Reportable Event or the substantial cessation of operations (within the meaning
of Section 4062(e) of ERISA); (ii) the withdrawal by any member of the
Consolidated Group or any ERISA Affiliate from a Multiple Employer Plan during a
plan year in which it was a substantial employer (as such term is defined in
Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
(iii) the distribution of a notice of intent to terminate or the actual
termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the
institution of proceedings to terminate or the actual termination of a Plan by
the PBGC under Section 4042 of ERISA; (v) any event or condition that might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan; (vi) the complete or partial
withdrawal of any member of the Consolidated Group or any ERISA Affiliate from a
Multiemployer Plan; (vii) the conditions for imposition of a lien under Section
302(f) of ERISA exist with respect to any Plan; or (viii) the adoption of an
amendment to any Plan requiring the provision of security to such Plan pursuant
to Section 307 of ERISA.

      "Eurodollar Loan" means any Loan bearing interest at a rate determined by
reference to the Eurodollar Rate.

      "Eurodollar Rate" means, for any Eurodollar Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of one percent (0.01%) determined by the Administrative Agent to be equal
to the quotient obtained by dividing (a) the Interbank Offered Rate for such
Eurodollar Loan for such Interest Period by (b) one minus the Eurodollar Reserve
Requirement for such Eurodollar Loan for such Interest Period.

      "Eurodollar Reserve Requirement" means, at any time, the maximum rate at
which reserves (including, without limitation, any marginal, special,
supplemental, or emergency reserves) are required to be maintained under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) by member banks of the Federal Reserve System
against "Eurocurrency liabilities" (as such term is used in Regulation D).
Without limiting the effect of the foregoing, the Eurodollar Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities that includes deposits by
reference to which the Eurodollar Rate is to be determined, or (ii) any category
of extensions of credit or other assets that include Eurodollar Loans. The
<PAGE>
Eurodollar Rate shall be adjusted automatically on and as of the effective date
of any change in the Eurodollar Reserve Requirement.

      "Event of Default" shall have the meaning provided in Section 9.1.

      "Excess Cash Flow" means, for any period for the Consolidated Group, an
amount equal to (a) Consolidated EBITDA minus (b) Consolidated Capital
Expenditures paid in cash minus (c) the cash portion of Consolidated Interest
Expense minus (d) cash taxes paid minus (e) current maturities of Consolidated
Funded Debt minus (f) the amount of any voluntary prepayments made on the
Obligations during such fiscal year, minus (g) cash consideration paid in
connection with Permitted Acquisitions, plus (h) Net Changes in Working Capital,
in each case on a consolidated basis determined in accordance with GAAP.

      "Excluded Property" means, with respect to any member of the Consolidated
Group, including any Person that becomes a member of the Consolidated Group
after the Closing Date, any Property of such member of the Consolidated Group
that, subject to the terms of Section 8.11 and Section 8.13, is subject to a
Lien of the type described in clause (viii) of the definition of "Permitted
Liens" pursuant to documents that prohibit such member of the Consolidated Group
from granting any other Liens in such Property.

      "Excluded Subsidiary" means Children's Hemophilia Services, a California
partnership, unless and until such time as such Subsidiary (i) accounts for more
than five percent (5%) of consolidated revenues for the Consolidated Group for
any period of four consecutive fiscal quarters, (ii) constitutes more than five
percent (5%) of consolidated assets for the Consolidated Group as of the end of
any fiscal quarter or (iii) is a Wholly Owned Subsidiary.

      "Exclusion Event" means an event or related events resulting in the
exclusion of one or more members of the Consolidated Group from participation in
any Medical Reimbursement Program; provided, however, that "Exclusion Event"
shall not mean an event or related events resulting in any such exclusion of an
Immaterial Subsidiary.

      "Existing Credit Agreement" shall have the meaning provided in the
recitals hereof.

      "Extension of Credit" means, as to any Lender, the making of, or
participation in, a Loan by such Lender (including Continuations and Conversions
thereof) or the issuance or extension of, or participation in, a Letter of
Credit by such Lender.

      "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of one percent (0.01%)) equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fees" means all fees payable pursuant to Section 3.5.

      "Foreign Subsidiary" means a Subsidiary that is not a Domestic Subsidiary.
<PAGE>
      "Fund" means any Person (other than a natural Person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      "Funded Debt" means, with respect to any Person, without duplication, all
(i) obligations for borrowed money, (ii) obligations evidenced by bonds
debentures, notes or similar instruments or upon which interest payments are
customarily made, (iii) purchase money indebtedness (including, for purposes
hereof, indebtedness and obligations in respect of conditional sales and title
retention agreements relating to property purchased (other than customary
reservation or title retention arrangements under agreements entered into in the
ordinary course of business with suppliers), (iv) the deferred purchase price
of property or services acquired that would constitute, and be accounted for as,
a liability under GAAP, (v) the attributed principal amount of obligations owing
under Capital Leases, (vi) the maximum amount available to be drawn under
standby letters of credit and bankers' acceptances issued or created for such
Person's account, (vii) the attributed principal amount of Securitization
Transactions, (viii) the attributed principal amount of obligations owing under
Synthetic Leases, (ix) all preferred stock or comparable equity interests
providing for mandatory redemption, sinking fund or other like payments, (x)
Support Obligations of such Person in respect of Funded Debt of another Person,
(xi) Funded Debt of another Person secured by a Lien on any of such first
Person's Property, whether or not such Funded Debt has been assumed, provided,
however, for purposes hereof, the amount of such Funded Debt shall be limited to
the lesser of the amount of Funded Debt as to which there is recourse or to the
fair market value of the Property that is the subject of such Lien, and (xii)
the Funded Debt of any partnership or joint venture or other similar entity in
which such Person is a general partner or joint venturer and, as such, has
personal liability for such Funded Debt, but only to the extent there is
recourse to such Person for payment thereof. Notwithstanding anything to the
contrary contained in this definition of elsewhere in this Credit Agreement or
any other Credit Document, in no event shall the term "Funded Debt" be deemed to
include any accounts payable or other trade debt incurred in the ordinary course
of business and due within six months of the incurrence thereof.

      "GAAP" means generally accepted accounting principles in the United States
applied on a consistent basis and subject to the terms of Section 1.3.

      "Genzyme Intercreditor Agreement" means an intercreditor agreement among
Genzyme Corporation, Nova Factor, Inc. and the Collateral Agent in substantially
the form of Exhibit 1.1 attached hereto.

      "Genzyme Inventory" means all inventory of the Borrower and its
Subsidiaries consisting of the prescription drug Ceredase and the prescription
drug Cerezyme.

      "Governmental Authority" means any federal, state, local or foreign court
or governmental agency, authority, instrumentality or regulatory body.

      "Governmental Reimbursement Program Cost" means with respect to and
payable by the Borrower and its Subsidiaries the sum of:

            (i)   all amounts (including punitive and other similar amounts)
      agreed to be paid or payable (A) in settlement of claims or (B) as a
      result of a final, non-appealable judgment, award or similar order, in
      each case, relating to participation in Medical Reimbursement Programs;

            (ii)  all final, non-appealable fines, penalties, forfeitures or
      other amounts rendered pursuant to criminal indictments or other criminal
      proceedings relating to participation in Medical Reimbursement Programs;
      and
<PAGE>
            (iii) the amount of final, non-appealable recovery, damages, awards,
      penalties, forfeitures or similar amounts rendered in any litigation,
      suit, arbitration, investigation or other legal or administrative
      proceeding of any kind relating to participation in Medical Reimbursement
      Programs.

      "Guaranteed Obligations" means, without duplication, (i) all of the
obligations of the Borrower to the Lenders (including the Issuing Lender and the
Swingline Lender), the Administrative Agent and the Collateral Agent, whenever
arising, under this Credit Agreement, the Notes, the Collateral Documents or any
of the other Credit Documents (including, without limitation, any interest
accruing after the occurrence of a Bankruptcy Event with respect to any Credit
Party, regardless of whether such interest is an allowed claim under the
Bankruptcy Code) and (ii) all liabilities and obligations owing from any Credit
Party to any Lender, or any Affiliate of a Lender, whenever arising, under any
Hedging Agreement relating to the Obligations to the extent permitted hereunder.

      "Guarantor" means each Person identified as a "Guarantor" on the signature
pages hereto and each other Person that joins as a Guarantor pursuant to Section
7.11, together with their successors and permitted assigns.

      "HCFA" means the United States Health Care Financing Administration and
any successor thereof, including the Centers for Medicare and Medicaid Services.

      "Hedging Agreements" means any interest rate protection agreement or
foreign currency exchange agreement.

      "HHS" means the United States Department of Health and Human Services and
any successor thereof.

      "Immaterial Subsidiary" means any Domestic Subsidiary that owns Property
with an aggregate value of less than $100,000.

      "Indebtedness" means, with respect to any Person, without duplication, all
(i) Funded Debt of such Person, (ii) obligations under take-or-pay or similar
arrangements or under commodities agreements, (iii) obligations under Hedging
Agreements, (iv) Support Obligations of such Person in respect of Indebtedness
of another Person, (v) Indebtedness of another Person secured by a Lien on any
of such first Person's Property, whether or not such Indebtedness has been
assumed, provided, however, for purposes hereof, the amount of such Indebtedness
shall be limited to the lesser of the amount of Indebtedness as to which there
is recourse or to the fair market value of the Property that is the subject of
such Lien and (vi) Indebtedness of any partnership or joint venture or other
similar entity in which such Person is a general partner or joint venturer and,
as such, has personal liability for such Indebtedness, but only to the extent
there is recourse to such Person for payment thereof.

      "Indemnified Liabilities" shall have the meaning provided in Section 11.5.

      "Indemnitees" shall have the meaning provided in Section 11.5.

      "Interbank Offered Rate" means, for any Eurodollar Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100th of one percent (0.01%)) in each case determined by the
Administrative Agent to be equal to:

            (a)   the offered rate that appears on the Dow Jones Telerate Screen
      Page 3750 (or any successor page) that displays an average British Bankers
      Association Interest Settlement Rate for
<PAGE>
      deposits in Dollars (for delivery on the first day of the applicable
      Interest Period) for a term equivalent to the applicable Interest Period
      at approximately 11:00 A.M. (London, England time) two Business Days prior
      to the first day of the applicable Interest Period; or

            (b)   if for any reason the foregoing rate in clause (a) is
      unavailable or undeterminable, the offered rate on such other page or
      other service that displays an average British Bankers Association
      Interest Settlement Rate for deposits in Dollars (for delivery on the
      first day of the applicable Interest Period) for a term equivalent to the
      applicable Interest Period at approximately 11:00 A.M. (London, England
      time) two Business Days prior to the first day of the applicable Interest
      Period; or

            (c)   if for any reason the foregoing rates in clauses (a) and (b)
      are unavailable or undeterminable, the rate of interest at which deposits
      in Dollars for delivery on the first day of the applicable Interest Period
      in same day funds in the approximate amount of the applicable Eurodollar
      Loan for a term equivalent to the applicable Interest Period would be
      offered by the London branch of Bank of America to major banks in the
      offshore Dollar market at approximately 11:00 A.M. (London, England time)
      two Business Days prior to the first day of the applicable Interest
      Period.

      "Interest Payment Date" means (i) as to any Base Rate Loan and any
Swingline Loan, the last day of each March, June, September and December, and
the Termination Date, and (ii) as to any Eurodollar Loan, the last day of each
Interest Period for such Loan, the date of repayment of principal of such Loan
and the Termination Date, and in addition where the applicable Interest Period
is more than three months, then also on the date three months from the beginning
of the Interest Period, and each three months thereafter. If an Interest Payment
Date falls on a date that is not a Business Day, such Interest Payment Date
shall be deemed to be the next succeeding Business Day.

      "Interest Period" means a period of one, two, three or six months
duration, as the Borrower may elect, commencing on the date of the borrowing
(including Conversions, Continuations and renewals); provided, however, (i) if
any Interest Period would end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day (except where the
next succeeding Business Day falls in the next succeeding calendar month, then
on the next preceding Business Day), (ii) no Interest Period shall extend beyond
the Termination Date, (iii) where an Interest Period begins on a day for which
there is no numerically corresponding day in the calendar month in which the
Interest Period is to end, such Interest Period shall end on the last day of
such calendar month, (iv) with respect to Eurodollar Loans that are Tranche A
Term Loans, no Interest Period shall extend beyond any principal installment
payment date for Tranche A Term Loans unless the aggregate amount of Tranche A
Term Loans comprised of Eurodollar Loans with Interest Periods expiring prior to
such principal installment payment together with the aggregate amount of Tranche
A Term Loans comprised of Base Rate loans is at least equal to the amount of the
principal installment payment due on such principal installment payment date and
(v) with respect to Eurodollar Loans that are Tranche B Term Loans, no Interest
Period shall extend beyond any principal installment payment date for Tranche B
Term Loans unless the aggregate amount of Tranche B Term Loans comprised of
Eurodollar Loans with Interest Periods expiring prior to such principal
installment payment together with the aggregate amount of Tranche B Term Loans
comprised of Base Rate loans is at least equal to the amount of the principal
installment payment due on such principal installment payment date.

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations issued thereunder, in each case as in effect from time to time.
References to sections of the Internal Revenue Code shall be construed also to
refer to any successor sections.
<PAGE>
      "Investment" in any Person means (i) the acquisition (whether for cash,
property, services, assumption of Indebtedness, securities or otherwise) of
Capital Stock, bonds, notes, debentures, partnership, joint ventures or other
ownership interests or other securities of such Person, (ii) any deposit with,
or advance, loan or other extension of credit to, such Person (other than
deposits made in connection with the purchase of equipment or other assets in
the ordinary course of business and deposits with financial institutions in the
ordinary course of business) or (iii) any other capital contribution to or
investment in such Person, including, without limitation, any Support
Obligations (including any support for a letter of credit issued on behalf of
such Person) incurred for the benefit of such Person, but excluding any
Restricted Payment to such Person.

      "Issuing Lender" means Bank of America and any successor in its such
capacity.

      "Issuing Lender Fee" shall have the meaning provided in Section
3.5(b)(ii).

      "Joinder Agreement" means a joinder agreement substantially in the form of
Exhibit 7.11 hereto executed and delivered by a Subsidiary in accordance with
the provisions of Section 7.11.

      "Joint Venture" means any joint venture between the Borrower or any of its
Subsidiaries and any other Person, whether a corporation, partnership, limited
liability company or other entity; provided, however that the term "Joint
Venture" shall not include any Subsidiary of the Borrower.

      "Lenders" means each of the Persons identified as a "Lender" on the
signature pages hereto, and their successors and assigns.

      "Letter of Credit" means any standby letter of credit issued by the
Issuing Lender for the account of the Borrower in accordance with the terms of
Section 2.1(b).

      "Letter of Credit Fee" shall have the meaning provided in Section
3.5(b)(i).

      "Licenses" means all licenses, permits and other grants of authority
obtained or required to be obtained from any Governmental Authorities in
connection with the management or operation of the business of the members of
the Consolidated Group or the ownership, lease, license or use of any Property
of the members of the Consolidated Group.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance, lien (statutory or otherwise),
preference, priority or charge of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement and
any lease in the nature thereof).

      "Loan" means any the Revolving Loans, Swingline Loans and Term Loans, and
the Base Rate Loans, Eurodollar Loans and Quoted Rate Swingline Loans comprising
the Revolving Loans, Swingline Loans and Term Loans.

      "LOC Commitment" means, with respect to the Issuing Lender, the commitment
of the Issuing Lender to issue, and to honor payment obligations under, Letters
of Credit in an aggregate principal amount outstanding up to the LOC Committed
Amount and, with respect to each Revolving Lender, the commitment of such
Revolving Lender to purchase Participation Interests in the LOC Obligations in
an aggregate amount up to such Revolving Lender's Revolving Commitment
Percentage of the LOC Committed Amount.

      "LOC Committed Amount" shall have the meaning provided in Section 2.1(b).
<PAGE>
      "LOC Documents" means, with respect to any Letter of Credit, such Letter
of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (i) the rights and obligations of
the parties concerned or at risk or (ii) any collateral security for such
obligations.

      "LOC Obligations" means, at any time, the sum of (i) the maximum amount
that is, or at any time thereafter may become, available to be drawn under
Letters of Credit then outstanding, assuming compliance with all requirements
for drawings referred to in such Letters of Credit plus (ii) the aggregate
amount of all drawings under Letters of Credit honored by the Issuing Lender but
not yet reimbursed.

      "Material Adverse Effect" means a material adverse effect on (i) the
financial condition, operations, business, assets, liabilities or prospects of
the Consolidated Group taken as a whole, (ii) the ability of any member of the
Consolidated Group to perform any material obligation under any Credit Document
to which it is a party or (iii) the material rights and remedies of the
Administrative Agent and the Lenders under the Credit Documents.

      "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Laws, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

      "Medicaid" means that means-tested entitlement program under Title XIX,
P.L. 89-87, of the Social Security Act that provides federal grants to states
for medical assistance based on specific eligibility criteria, as set forth at
Section 1396, et seq. of Title 42 of the United Sates Code, as amended.

      "Medicaid Regulations" means, collectively, (i) all federal statutes
(whether set forth in Title XIX of the Social Security Act or elsewhere)
affecting the medical assistance program established by Title XIX of the Social
Security Act and any statutes succeeding thereto; (ii) all applicable provisions
of all federal rules, regulations, manuals and orders of all Governmental
Authorities promulgated pursuant to or in connection with the statutes described
in clause (i) above and all federal administrative, reimbursement and other
guidelines of all Governmental Authorities having the force of law promulgated
pursuant to or in connection with the statutes described in clause (i) above;
(iii) all state statutes and plans for medical assistance enacted in connection
with the statutes and provisions described in clauses (i) and (ii) above; and
(iv) all applicable provisions of all rules, regulations, manuals and orders of
all Governmental Authorities promulgated pursuant to or in connection with the
statutes described in clause (iii) above and all state administrative,
reimbursement and other guidelines of all Governmental Authorities having the
force of law promulgated pursuant to or in connection with the statutes
described in clause (ii) above, in each case as may be amended, supplemented or
otherwise modified from time to time.

      "Medical Reimbursement Programs" means a collective reference to the
Medicare, Medicaid and CHAMPUS programs and any other health care program
operated by or financed in whole or in part by any foreign or domestic federal,
state or local government.

      "Medicare" means that government-sponsored entitlement program under Title
XVIII, P.L. 89-87, of the Social Security Act that provides for a health
insurance system for eligible elderly and disabled individuals, as set forth at
Section 1395, et seq. of Title 42 of the United States Code, as amended.

      "Medicare Regulations" means, collectively, all federal statutes (whether
set forth in Title XVIII of the Social Security Act or elsewhere) affecting the
health insurance program for the aged and disabled
<PAGE>
established by Title XVIII of the Social Security Act and any statutes
succeeding thereto; together with all applicable provisions of all rules,
regulations, manuals and orders and administrative, reimbursement and other
guidelines having the force of law of all Governmental Authorities (including,
without limitation, HCFA, HHS, OIG, or any person succeeding to the functions of
any of the foregoing) promulgated pursuant to or in connection with any of the
foregoing having the force of law, as each may be amended, supplemented or
otherwise modified from time to time.

      "Moody's" means Moody's Investors Service, Inc., or any successor or
assignee of the business of such company in the business of rating securities.

      "Mortgages" means any mortgages, deeds of trust, security deeds or like
instruments given to the Administrative Agent, for the ratable benefit of the
Lenders, to secure the obligations of the Credit Parties under the Credit
Documents, as such mortgages, deeds of trust, security deeds or like instruments
may be amended and modified from time to time.

      "Multiemployer Plan" means a Plan that is a "multiemployer plan" as
defined in Section 3(37) or 4001(a)(3) of ERISA.

      "Multiple Employer Plan" means a Plan (other than a Multiemployer Plan) to
which any member of the Consolidated Group or any ERISA Affiliate and at least
one employer other than the members of the Consolidated Group or any ERISA
Affiliate are contributing sponsors.

      "Net Cash Proceeds" means the aggregate proceeds paid in cash or Cash
Equivalents received by any member of the Consolidated Group in connection with
any Asset Disposition, Equity Transaction or Debt Transaction, net of (a) direct
costs (including, without limitation, legal, accounting and investment banking
fees, and sales commissions), (b) taxes paid or payable as a result thereof and
(c) in the case of an Asset Disposition, the aggregate amount of Indebtedness
secured by any of the Property that is the subject of such Asset Disposition and
that is required by the terms thereof to be prepaid in connection with such
Asset Disposition; it being understood that "Net Cash Proceeds" shall include,
without limitation, any cash or Cash Equivalents received upon the sale or other
disposition of any non-cash consideration received by any such member of the
Consolidated Group in any Asset Disposition, Equity Transaction or Debt
Transaction.

      "Net Changes in Working Capital" means, for any period for the
Consolidated Group, an amount (positive or negative) equal to the sum of (a) the
net amount of decreases (minus the amount of increases) in accounts receivable
and inventory and (b) the amount of increases (minus the amount of decreases) in
accounts payable, in each case on a consolidated basis determined in accordance
with GAAP and as set forth in the audited annual consolidated financial
statements of the Consolidated Group delivered to the Administrative Agent
pursuant to Section 7.1(a).

      "Note" means any of the Revolving Notes, the Tranche A Term Notes and the
Tranche B Term Notes.

      "Notice of Continuation/Conversion" means the written notice of
Continuation or Conversion in substantially the form of Exhibit 3.2, as required
by Section 3.2.

      "Notice of Request of Letter of Credit" means a written notice (or
telephonic notice promptly confirmed in writing) in substantially the form of
Exhibit 2.2(a)(iii) that specifies (A) that a Letter of Credit is requested, (B)
the date of the requested issuance or extension, (C) the type, amount, expiry
date and terms on which the Letter of Credit is to be issued or extended, and
(D) the beneficiary.
<PAGE>
      "Notice of Revolving Loan Borrowing" means a written notice (or telephonic
notice promptly confirmed in writing) in substantially the form of Exhibit
2.2(a)(i) that specifies (A) that a Revolving Loan is requested, (B) the date of
the requested borrowing (which shall be a Business Day), (C) the aggregate
principal amount to be borrowed, and (D) whether the borrowing shall be
comprised of Base Rate Loans, Eurodollar Loans or a combination thereof, and if
Eurodollar Loans are requested, the Interest Period(s) therefor.

      "Notice of Swingline Loan Borrowing" means a written notice (or telephonic
notice promptly confirmed in writing) in substantially the form of Exhibit
2.2(a)(iii) that specifies (A) that a Swingline Loan is requested, (B) the date
of the requested borrowing (which shall be a Business Day), (C) the aggregate
principal amount to be borrowed, and (D) whether the borrowing shall be
comprised of Base Rate Loans, Quoted Rate Swingline Loans or a combination
thereof.

      "Obligations" means the Revolving Loans, LOC Obligations, Swingline Loans
and Term Loans.

      "OIG" means the Office of Inspector General of HHS and any successor
thereof.

      "Operating Lease" means, as applied to any Person, any lease (including,
without limitation, leases that may be terminated by the lessee at any time) of
any Property by such Person as lessee that is not a Capital Lease.

      "Other Taxes" shall have the meaning provided in Section 3.11.

      "Participation Interest" means the purchase by a Lender of a participation
in LOC Obligations as provided in Section 2.6(b), in Swingline Loans as provided
in Section 2.7 and in Loans as provided in Section 3.14.

      "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA and any successor thereof.

      "Permitted Acquisition" means any Acquisition by a member of the
Consolidated Group, provided that (a) the consideration paid is not greater than
the fair market value of the Property acquired; (b) the Property acquired (or
the Property of the Person acquired) in such Acquisition shall be used or useful
in the same or similar line of business as the members of the Consolidated Group
on the Closing Date; (c) all Property to be acquired in connection with such
Acquisition shall be located in the United States of America; (d) in the case of
an Acquisition of the Capital Stock of another Person, the board of directors
(or other comparable governing body) of such other Person shall have duly
approved such Acquisition; (e) no Default or Event of Default shall exist
immediately after giving effect to such Acquisition; (f) the representations and
warranties made by the Credit Parties in any Credit Document shall be true and
correct in all material respects at and as if made as of the date of such
Acquisition (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date; (g) the
Borrower shall have delivered to the Administrative Agent a compliance
certificate signed by a Responsible Officer demonstrating compliance with the
financial covenants in Section 7.10 for the most recent period of four
consecutive fiscal quarters after giving effect to such Acquisition during such
period on a Pro Forma Basis and reaffirming that the representations and
warranties made hereunder are true and correct in all material respects as of
such date; (h) the cash consideration (including, for purposes hereof,
Indebtedness assumed but excluding Deferred Purchase Price Payments) paid in
connection with any Acquisition (or series of related Acquisitions) shall not
exceed $50,000,000; and (i) the cash consideration (including, for purposes
hereof, Indebtedness assumed but excluding Deferred Purchase Price Payments)
paid in connection with all Acquisitions shall not exceed $100,000,000 in any
twelve-month period.
<PAGE>
      "Permitted Investments" means Investments that are (i) cash and Cash
Equivalents; (ii) accounts receivable created, acquired or made in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms; (iii) Investments consisting of Capital Stock, obligations,
securities or other Property received in settlement of accounts receivable
(created in the ordinary course of business) from bankrupt obligors; (iv)
Investments existing on the Closing Date and set forth in Schedule 8.6; (v)
advances or loans to directors, officers and employees that do not exceed
$3,000,000 in the aggregate at any one time outstanding; (vi) Investments by
members of the Consolidated Group in and to Subsidiaries; (vii) initial capital
Investments in Joint Ventures made after the Closing Date, provided that the
aggregate initial capital Investment in any Joint Venture shall not exceed
$500,000 and the aggregate initial capital Investments in all Joint Ventures
shall not exceed $2,500,000 in any fiscal year; (viii) Investments in Capital
Stock received as consideration for an Asset Disposition; (ix) Investments that
constitute Permitted Acquisitions and (x) Investments of a nature not
contemplated in the foregoing subsections in an amount not to exceed $5,000,000
in the aggregate at any time outstanding.

      "Permitted Liens" means:

            (i)     Liens in favor of the Collateral Agent to secure the
      obligations of the Credit Parties under the Credit Documents;

            (ii)    Liens in favor of a Lender or an Affiliate of a Lender
      pursuant to a Hedging Agreement permitted hereunder, but only (A) to the
      extent such Liens secure obligations under such agreements permitted under
      Section 8.1, (B) to the extent such Liens are on the same collateral as to
      which the Lenders hereunder also have a Lien, and (C) so long as the
      obligations under such Hedging Agreement and the loans and obligations
      hereunder and under the other Credit Documents shall share pari passu in
      the collateral subject to such Liens;

            (iii)   Liens (other than Liens created or imposed under ERISA) for
      taxes, assessments or governmental charges or levies not yet due or Liens
      for taxes, assessments, charges, levies and claims not required to be paid
      or discharged under Section 7.5 hereof;

            (iv)    statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and suppliers and other Liens imposed
      by law or pursuant to customary reservations or retentions of title
      arising in the ordinary course of business, provided that such Liens
      secure only amounts not yet due and payable or, if due and payable, are
      unfiled and no other action has been taken to enforce the same or are
      being contested in good faith by appropriate proceedings for which
      adequate reserves determined in accordance with GAAP have been established
      (and as to which the Property subject to any such Lien is not yet subject
      to foreclosure, sale or loss on account thereof);

            (v)     Liens (other than Liens created or imposed under ERISA)
      incurred or deposits made by any member of the Consolidated Group in the
      ordinary course of business in connection with workers' compensation,
      unemployment insurance and other types of social security, or to secure
      the performance of tenders, statutory obligations, bids, leases,
      government contracts, performance and return-of-money bonds and other
      similar obligations (exclusive of obligations for the payment of borrowed
      money);

            (vi)    Liens in connection with attachments or judgments (including
      judgment or appeal bonds) provided that the judgments secured shall,
      within thirty (30) days after the entry thereof, have been discharged or
      execution thereof stayed pending appeal, or shall have been discharged
      within thirty (30) days after the expiration of any such stay;
<PAGE>
            (vii)   easements, rights-of-way, covenants, restrictions (including
      zoning restrictions), minor defects or irregularities in title and other
      similar charges or encumbrances not, in any material respect, impairing
      the use of the encumbered Property for its intended purposes;

            (viii)  Liens on Property of any Person securing Indebtedness
      (including Capital Leases and Synthetic Leases) of such Person permitted
      under Section 8.1(c), provided that any such Lien attaches only to the
      Property financed or leased and such Lien attaches concurrently with or
      within ninety (90) days after the acquisition thereof;

            (ix)    leases or subleases granted to others not interfering in any
      material respect with the business of any member of the Consolidated
      Group;

            (x)     any interest or title of a lessor under, and Liens arising
      from UCC financing statements (or equivalent filings, registrations or
      agreements in foreign jurisdictions) relating to, leases permitted by this
      Credit Agreement;

            (xi)    Liens in favor of customs and revenue authorities arising as
      a matter of law to secure payment of customs duties in connection with the
      importation of goods;

            (xii)   Liens deemed to exist in connection with Investments in
      repurchase agreements that constitute Permitted Investments;

            (xiii)  normal and customary rights of setoff upon deposits of cash
      in favor of banks or other depository institutions;

            (xiv)   Liens of a collection bank arising under Section 4-210 of
      the Uniform Commercial Code on items in the course of collection;

            (xv)    (A) Liens in favor of Genzyme Corporation on all Genzyme
      Inventory which Liens are prior to the Liens in favor of the Collateral
      Agent, for the benefit of the Lenders, in the Genzyme Inventory pursuant
      to the terms of the Genzyme Intercreditor Agreement and (B) Liens in favor
      of Genzyme Corporation on all accounts receivable arising from the sale of
      Genzyme Inventory which Liens are subject to the terms of the Genzyme
      Intercreditor Agreement;

            (xvi)   Liens in favor of Biogen US Corporation on all inventory of
      the Borrower and its Subsidiaries consisting of the prescription drug
      AVONEX, provided that such Liens are subordinated to the Liens in favor of
      the Collateral Agent to secure the obligations of the Credit Parties under
      the Credit Documents on terms and conditions reasonably satisfactory to
      the Collateral Agent;

            (xvii)  Liens created or deemed to exist by the establishment of
      trusts for the purpose of satisfying Governmental Reimbursement Program
      Costs; provided that the Borrower, in each case, shall have established
      adequate reserves for such claims or actions; and

            (xviii) Liens existing as of the Closing Date and set forth on
      Schedule 6.8, provided that the scope of such Lien shall not be extended
      to or cover any Property other than the Property subject thereto on the
      Closing Date (and renewals, replacements and substitutions thereof and
      proceeds thereof).

      "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
(whether or not incorporated) or any Governmental Authority.
<PAGE>
      "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA) that is covered by ERISA and with respect to which any member of the
Consolidated Group or any ERISA Affiliate is (or, if such plan were terminated
at such time, would under Section 4069 of ERISA be deemed to be) an "employer"
within the meaning of Section 3(5) of ERISA.

      "Pledge Agreement" means the pledge agreement dated as of the Closing Date
given by the Credit Parties to the Collateral Agent to secure the obligations of
the Credit Parties under the Credit Documents, as such pledge agreement may be
amended and modified from time to time.

      "Prime Rate" means, for any day, the rate per annum in effect for such day
as publicly announced from time to time by Bank of America as its "prime rate."
Such rate is a rate set by Bank of America based upon various factors including
Bank of America's costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate. Any change in such rate
announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change.

      "Pro Forma Basis" means that, for purposes of calculating the financial
covenants set forth in Section 7.10 (including, without limitation, for purposes
of determining the applicable pricing level under the definition of "Applicable
Percentage"), any Acquisition, Asset Disposition or Restricted Payment
consummated during the applicable period shall be deemed to have occurred as of
the first day of such period. In furtherance of the foregoing, (a) in the case
of an Asset Disposition, (i) income statement items (whether positive or
negative) attributable to the property, entities or business units that are the
subject of such Asset Disposition shall be excluded to the extent relating to
any period prior to the date of such Asset Disposition and (ii) Indebtedness
paid or retired in connection with such Asset Disposition shall be deemed to
have been paid and retired as of the first day of the applicable period, and (b)
in the case of an Acquisition, income statement items (whether positive or
negative) attributable to the property, entities or business units that are the
subject of such Acquisition shall be included to the extent relating to any
period prior to the date of such Acquisition (provided that any Funded Debt
incurred to finance such Acquisition shall be deemed to have been incurred on
the date of such Acquisition).

      "Pro Forma Statements" shall have the meaning provided in Section
5.1(d)(i).

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

      "Quoted Rate" means, with respect to a Quoted Rate Swingline Loan, the
fixed or floating percentage rate per annum, if any, offered by the Swingline
Lender and accepted by the Borrower in accordance with the provisions hereof.

      "Quoted Rate Swingline Loan" means a Swingline Loan bearing interest at
the Quoted Rate.

      "Rate Determination Date" shall have the meaning provided in the
definition of "Applicable Percentage".

      "Recovery Event" means the receipt by any member of the Consolidated Group
of any cash insurance proceeds, condemnation award or indemnification payments
from third parties by reason of theft, loss, physical destruction or damage,
taking or similar event with respect to any Property.

      "Register" shall have the meaning provided in Section 11.3(c).
<PAGE>
      "Regulation D, O, T, U, or X" means Regulation D, O, T, U or X,
respectively, of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the notice requirement has been
waived by regulation.

      "Required Lenders" means, at any time, Lenders whose aggregate Credit
Exposure (as hereinafter defined) constitutes more than fifty percent (50%) of
the Credit Exposure of all the Lenders at such time; provided, however, that the
Credit Exposure of a Defaulting Lender shall be excluded for purposes of making
a determination of Required Lenders. As used in the preceding sentence, "Credit
Exposure" means, for any Lender, (a) at any time prior to the termination of the
Commitments, the sum of (i) such Lender's Revolving Committed Amount plus (ii)
the outstanding principal amount of the Tranche A Term Loan made by such Lender
plus (iii) the outstanding principal amount of the Tranche B Term Loan made by
such Lender, and (b) at any time after the termination of the Commitments, the
aggregate principal amount of Obligations held by such Lender (taking into
account in each case Participation Interests or obligations to participate
therein).

      "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule, regulation or ordinance (including, without
limitation, Environmental Laws) or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or to which any of its material Property is subject.

      "Responsible Officer" of any Person means any of the chief executive
officer, chief operating officer, president, senior vice president or chief
financial officer of such Person.

      "Restricted Payment" means (i) any dividend or other payment or
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of any member of the Consolidated Group, now or hereafter
outstanding (including, without limitation, any payment in connection with any
dissolution, merger, consolidation or disposition involving any member of the
Consolidated Group), or to the holders, in their capacity as such, of any shares
of any class of Capital Stock of any member of the Consolidated Group, now or
hereafter outstanding (other than dividends or distributions payable in the same
class of Capital Stock of the applicable Person or dividends or distributions
payable to any Credit Party (directly or indirectly through Subsidiaries)), (ii)
any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of any member of the Consolidated Group, now or hereafter outstanding, and
(iii) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of Capital
Stock of any member of the Consolidated Group, now or hereafter outstanding. The
term "Restricted Payment" shall in no event include any distribution of Capital
Stock of the Borrower or rights in respect of Capital Stock of the Borrower made
pursuant to the terms of, or otherwise in connection with or relating to, a
customary "poison pill" or similar shareholder rights plan, as such plan may be
amended, restated, supplemented or otherwise modified from time to time.

      "Revolving Commitment" means, with respect to each Revolving Lender, the
commitment of such Revolving Lender to make Revolving Loans in an aggregate
principal amount up to such Revolving Lender's Revolving Commitment Percentage
of the Aggregate Revolving Committed Amount.

      "Revolving Commitment Percentage" means, for each Revolving Lender, a
fraction (expressed as a percentage) the numerator of which is the Revolving
Committed Amount of such Revolving Lender at
<PAGE>
such time and the denominator of which is the Aggregate Revolving Committed
Amount at such time. The initial Revolving Commitment Percentage of each
Revolving Lender is set forth on Schedule 2.1.

      "Revolving Committed Amount" means, with respect to each Revolving Lender,
the amount of such Revolving Lender's Revolving Commitment. The initial
Revolving Committed Amount of each Revolving Lender is set forth on Schedule
2.1.

      "Revolving Lender" means each Lender identified as a "Revolving Lender" on
Schedule 2.1(a) and its successors and assigns.

      "Revolving Loans" shall have the meaning provided in Section 2.1(a).

      "Revolving Notes" means the promissory notes in favor of each of the
Revolving Lenders evidencing the Revolving Loans and Swingline Loans in
substantially the form attached as Exhibit 2.5-1, individually or collectively,
as appropriate, as such promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

      "Revolving Obligations" means the Revolving Loans, LOC Obligations and
Swingline Loans.

      "S&P" means Standard & Poor's Ratings Group, a division of The McGraw Hill
Companies, Inc., or any successor or assignee of the business of such division
in the business of rating securities.

      "Sale and Leaseback Transaction" means any arrangement pursuant to which
any member of the Consolidated Group, directly or indirectly, becomes liable as
lessee, guarantor or other surety with respect to any lease, whether an
Operating Lease or a Capital Lease, of any Property that such member of the
Consolidated Group (a) has sold or transferred (or is to sell or transfer) to,
or arranged the purchase by, a Person that is not a member of the Consolidated
Group or (b) intends to use for substantially the same purpose as any other
Property that has been sold or transferred (or is to be sold or transferred) by
such member of the Consolidated Group to another Person that is not a member of
the Consolidated Group in connection with such lease.

      "Securities Exchange Act" means the Securities Exchange Act of 1934.

      "Securitization Transaction" means any financing transaction or series of
financing transactions that have been or may be entered into by a member of the
Consolidated Group pursuant to which such member of the Consolidated Group may
sell, convey or otherwise transfer to (i) a Subsidiary (a "Securitization
Subsidiary"), or (ii) any other Person, or may grant a security interest in, any
accounts receivable, notes receivable, rights to future lease payments or
residuals or other similar rights to payment (the "Securitization Receivables")
(whether such Securitization Receivables are then existing or arising in the
future) of such member of the Consolidated Group, and any assets related
thereto, including, without limitation, all security interests in merchandise or
services financed thereby, the proceeds of such Securitization Receivables, and
other assets that are customarily sold or in respect of which security interests
are customarily granted in connection with securitization transactions involving
such assets. A Synthetic Lease shall not constitute a Securitization
Transaction.

      "Security Agreement" means the security agreement dated as of the Closing
Date given by the Credit Parties to the Collateral Agent to secure the
obligations of the Credit Parties under the Credit Documents, as such security
agreement may be amended and modified from time to time.
<PAGE>
      "Services and Transition Agreement" means that certain Services and
Transition Management Agreement dated as of June 13, 2002 by and among the
Borrower, Gentiva Health Services, Inc. and the Subsidiaries of Gentiva Health
Services, Inc. party thereto.

      "Single Employer Plan" means any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan or a Multiple Employer Plan.

      "Social Security Act" means the Social Security Act of 1965 as set forth
in Title 42 of the United States Code, as amended, and any successor statute
thereto, as interpreted by the rules and regulations issued thereunder, in each
case as in effect from time to time. References to sections of the Social
Security Act shall be construed to refer to any successor sections.

      "Stark I and II" means Section 1877 of the Social Security Act as set
forth at Section 1395nn of Title 42 of the United States Code, as amended, and
any successor statute thereto, as interpreted by the rules and regulations
issued thereunder, in each case as in effect from time to time.

      "Subsidiary" means, as to any Person at any time, (a) any corporation more
than fifty percent (50%) of whose Voting Stock of any class or classes having by
the terms thereof ordinary voting power to elect a majority of the directors of
such corporation (irrespective of whether or not at such time, any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at such time owned by such Person directly
or indirectly through Subsidiaries, and (b) any partnership, association, joint
venture or other entity of which such Person directly or indirectly through
Subsidiaries owns at such time more than fifty percent (50%) of the Voting
Stock. Unless otherwise provided, "Subsidiary" shall refer to a Subsidiary of
the Borrower.

      "Support Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including, without limitation, any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any Property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including, without limitation, keep-well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (iii) to lease or
purchase Property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless
the holder of such Indebtedness against loss in respect thereof. The amount of
any Support Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Support Obligation is made.

      "Swingline Commitment" means, with respect to the Swingline Lender, the
commitment of the Swingline Lender to make Swingline Loans in an aggregate
principal amount outstanding up to the Swingline Committed Amount and, with
respect to each Revolving Lender, the commitment of such Revolving Lender to
purchase Participation Interests in Swingline Loans up to such Revolving
Lender's Revolving Commitment Percentage of the Swingline Committed Amount.

      "Swingline Committed Amount" shall have the meaning provided in Section
2.1(c).

      "Swingline Lender" means Bank of America and any successor in its such
capacity.

      "Swingline Loan" shall have the meaning provided in Section 2.1(c).
<PAGE>
      "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product
where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an Operating Lease under GAAP. A Securitization
Transaction shall not constitute a Synthetic Lease.

      "Taxes" shall have the meaning provided in Section 3.11.

      "Term Loans" means the Tranche A Term Loan and the Tranche B Term Loan.

      "Termination Date" means June 13, 2007.

      "Tranche A Term Lender" means each Lender identified on identified on
Schedule 2.1 as a "Tranche A Term Lender" and its successors and assigns.

      "Tranche A Term Loan" shall have the meaning assigned to such term in
Section 2.1(d).

      "Tranche A Term Loan Percentage" means, for each Tranche A Term Lender, a
fraction (expressed as a percentage) the numerator of which is the amount of
such Tranche A Term Lender's Tranche A Term Loan at such time and the
denominator of which is the aggregate amount of the Tranche A Term Loans of all
the Tranche A Term Lenders at such time. The initial Tranche A Term Loan
Percentage of each Tranche A Term Lender is set forth on Schedule 2.1.

      "Tranche A Term Notes" means the promissory notes in favor of each of the
Tranche A Term Lenders evidencing the Tranche A Term Loans in substantially the
form attached as Exhibit 2.5-2, individually or collectively, as appropriate, as
such promissory notes may be amended, modified, supplemented, extended, renewed
or replaced from time to time.

      "Tranche B Term Lender" means each Lender identified on identified on
Schedule 2.1 as a "Tranche B Term Lender" and its successors and assigns.

      "Tranche B Term Loan" shall have the meaning assigned to such term in
Section 2.1(e).

      "Tranche B Term Loan Percentage" means, for each Tranche B Term Lender, a
fraction (expressed as a percentage) the numerator of which is the amount of
such Tranche B Term Lender's Tranche B Term Loan at such time and the
denominator of which is the aggregate amount of the Tranche B Term Loans of all
the Tranche B Term Lenders at such time. The initial Tranche B Term Loan
Percentage of each Tranche B Term Lender is set forth on Schedule 2.1.

      "Tranche B Term Notes" means the promissory notes in favor of each of the
Tranche B Term Lenders evidencing the Tranche B Term Loans in substantially the
form attached as Exhibit 2.5-3, individually or collectively, as appropriate, as
such promissory notes may be amended, modified, supplemented, extended, renewed
or replaced from time to time.

      "Transaction" means the acquisition by the Borrower of the Acquired
Company.

      "Transaction Documents" means the Asset Purchase Agreement, the Services
and Transition Agreement and the other documents and agreements delivered in
connection therewith.

      "Voting Stock" means, with respect to any Person, Capital Stock issued by
such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or
<PAGE>
persons performing similar functions) of such Person, even though the right so
to vote has been suspended by the happening of such a contingency.

      "Wholly Owned Subsidiary" of any Person means any Subsidiary one hundred
percent (100%) of whose Voting Stock (other than, with respect to Foreign
Subsidiaries, Capital Stock held pursuant to director's qualifying share
requirements under applicable law) is at the time owned by such Person directly
or indirectly through other Wholly Owned Subsidiaries.

1.2   Computation of Time Periods.

      For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding".

1.3   Accounting Terms.

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 7.1 (or,
prior to the delivery of the first financial statements pursuant to Section 7.1,
consistent with the annual audited financial statements referenced in Section
6.1(a)); provided, however, if (a) the Borrower shall object to determining such
compliance on such basis at the time of delivery of such financial statements
due to any change in GAAP or the rules promulgated with respect thereto or (b)
the Administrative Agent or the Required Lenders shall so object in writing
within sixty days after delivery of such financial statements, then such
calculations shall be made on a basis consistent with the most recent financial
statements delivered by the Credit Parties to the Lenders as to which no such
objection shall have been made.


                                    SECTION 2

                                CREDIT FACILITIES

2.1   Commitments.

      (a)   Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Revolving Lender severally agrees to make
revolving credit loans (the "Revolving Loans") to the Borrower in Dollars from
time to time in the amount of such Revolving Lender's Revolving Commitment
Percentage of such Revolving Loans for the purposes hereinafter set forth;
provided that (i) with regard to the Revolving Lenders collectively, the
aggregate principal amount of Revolving Obligations outstanding at any time
shall not exceed ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (as such
amount may be reduced from time to time in accordance with the provisions
hereof, the "Aggregate Revolving Committed Amount"), and (ii) with regard to
each Revolving Lender individually, such Revolving Lender's Revolving Commitment
Percentage of Revolving Obligations outstanding at any time shall not exceed
such Revolving Lender's Revolving Committed Amount. Revolving Loans may consist
of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the
Borrower may request, and may be repaid and reborrowed in accordance with the
provisions hereof.
<PAGE>
      (b)   Letter of Credit Commitment. During the Commitment Period, in
reliance upon the agreements of the Revolving Lenders set forth in Section 2.6
and subject to the terms and conditions hereof and of the LOC Documents, if any,
the Issuing Lender shall issue, and the Revolving Lenders shall participate in,
such standby Letters of Credit in Dollars as the Borrower may request for its
own account or for the account of another Credit Party as provided herein, in a
form acceptable to the Issuing Lender, for the purposes hereinafter set forth;
provided that (i) the aggregate principal amount of LOC Obligations shall not at
any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be
reduced from time to time in accordance with the provisions hereof, the "LOC
Committed Amount"), (ii) with regard to the Revolving Lenders collectively, the
aggregate principal amount of Revolving Obligations outstanding at any time
shall not exceed the Aggregate Revolving Committed Amount, and (iii) with regard
to each Revolving Lender individually, such Revolving Lender's Revolving
Commitment Percentage of Revolving Obligations outstanding at any time shall not
exceed such Revolving Lender's Revolving Committed Amount. Letters of Credit
shall not have an original expiry date more than one year from the date of
issuance or extension. No Letter of Credit shall have an expiry date, whether as
originally issued or by extension, extending beyond the date thirty (30) days
prior to the Termination Date. Each Letter of Credit shall comply with the
related LOC Documents. The issuance date of each Letter of Credit shall be a
Business Day. Without the consent of the Required Lenders, the Issuing Lender
shall not issue any Letter of Credit after the occurrence and during the
continuation of an Event of Default (subject to Section 10.5(b)).

      (c)   Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender agrees to make revolving
credit loans (the "Swingline Loans") to the Borrower in Dollars from time to
time for the purposes hereinafter set forth; provided that (i) the aggregate
principal amount of Swingline Loans shall not at any time exceed TEN MILLION
DOLLARS ($10,000,000) (as such amount may be reduced from time to time in
accordance with the provisions hereof, the "Swingline Committed Amount"), and
(ii) with regard to the Revolving Lenders collectively, the aggregate principal
amount of Revolving Obligations outstanding at any time shall not exceed the
Aggregate Revolving Committed Amount. Swingline Loans may consist of Base Rate
Loans or Quoted Rate Swingline Loans, or a combination thereof, as the Borrower
may request and the Swingline Lender may agree, and may be repaid and reborrowed
in accordance with the provisions hereof. Without the consent of the Required
Lenders, the Swingline Lender shall not make any Swingline Loan after the
occurrence and during the continuation of an Event of Default (subject to
Section 10.5(b)).

      (d)   Tranche A Term Loan. Subject to the terms and conditions hereof,
each Tranche A Term Lender severally agrees to make a term loan (the "Tranche A
Term Loans") to the Borrower in Dollars in a single advance on the Closing Date
in the amount of such Tranche A Term Lender's Tranche A Term Loan Percentage of
SEVENTY-FIVE MILLION DOLLARS ($75,000,000) for the purposes hereinafter set
forth. The Tranche A Term Loans may consist of Base Rate Loans or Eurodollar
Loans, or a combination thereof, as the Borrower may request. Amounts repaid on
the Tranche A Term Loans may not be reborrowed.

      (e)   Tranche B Term Loan. Subject to the terms and conditions hereof,
each Tranche B Term Lender severally agrees to make a term loan (the "Tranche B
Term Loans") to the Borrower in Dollars in a single advance on the Closing Date
in the amount of such Tranche B Term Lender's Tranche B Term Loan Percentage of
ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) for the purposes
hereinafter set forth. The Tranche B Term Loans may consist of Base Rate Loans
or Eurodollar Loans, or a combination thereof, as the Borrower may request.
Amounts repaid on the Tranche B Term Loans may not be reborrowed.
<PAGE>
2.2   Method of Borrowing.

      (a)   Notice of Request for Extensions of Credit. The Borrower shall
request an Extension of Credit by written notice (or telephonic notice promptly
confirmed in writing) as follows:

            (i)   Revolving Loans. In the case of Revolving Loans, the Borrower
      shall submit a Notice of Revolving Loan Borrowing to the Administrative
      Agent not later than 12:00 noon (Charlotte, North Carolina time) on the
      Business Day of the requested borrowing in the case of Base Rate Loans,
      and on the third Business Day prior to the date of the requested borrowing
      in the case of Eurodollar Loans. The Administrative Agent shall give
      notice to each Revolving Lender promptly upon receipt of each Notice of
      Revolving Loan Borrowing pursuant to this Section 2.2(a)(i), the contents
      thereof and each Revolving Lender's share of any borrowing to be made
      pursuant thereto.

            (ii)  Letters of Credit. In the case of Letters of Credit, the
      Borrower shall submit a Notice of Request of Letter of Credit to the
      Issuing Lender with a copy to the Administrative Agent not later than
      12:00 noon (Charlotte, North Carolina time) on the third Business Day
      prior to the date of the requested issuance or extension (or such shorter
      period as may be agreed by the Issuing Lender).

            (iii) Swingline Loans. In the case of Swingline Loans, the Borrower
      shall submit a Notice of Swingline Loan Borrowing to the Swingline Lender
      with a copy to the Administrative Agent not later than 12:00 noon
      (Charlotte, North Carolina time) on the Business Day of the requested
      borrowing. Each Swingline Loan shall have a maturity date as the Borrower
      may request and the Swingline Lender may agree.

      (b)   Minimum Amounts. Each Revolving Loan advance shall be (i) in the
case of Eurodollar Loans, in a minimum principal amount of $2,500,000 and
integral multiples of $250,000 in excess thereof and (ii) in the case of Base
Rate Loans, $1,000,000 (or, if less, the remaining Aggregate Revolving Committed
Amount) and integral multiples of $250,000 in excess thereof. Each Swingline
Loan advance shall be in a minimum principal amount of $100,000 and integral
multiples of $100,000 in excess thereof (or the remaining amount of the
Swingline Committed Amount, if less).

      (c)   Information Not Provided. If in connection with any such request for
a Revolving Loan, the Borrower shall fail to specify (i) an applicable Interest
Period in the case of a Eurodollar Loan, the Borrower shall be deemed to have
requested an Interest Period of one month, or (ii) the type of loan requested,
the Borrower shall be deemed to have requested a Base Rate Loan.

      (d)   Maximum Number of Eurodollar Loans. Revolving Loans may be comprised
of no more than eight (8) Eurodollar Loans outstanding at any time. Tranche A
Term Loans may be comprised of no more than four (4) Eurodollar Loans
outstanding at any time. Tranche B Term Loans may be comprised of no more than
four (4) Eurodollar Loans outstanding at any time. For purposes hereof,
Eurodollar Loans with separate or different Interest Periods will be considered
as separate Eurodollar Loans even if their Interest Periods expire on the same
date.

2.3   Interest.

      Subject to Section 3.1, the Loans shall bear interest at a per annum rate,
payable in arrears on each applicable Interest Payment Date (or at such other
times as may be specified herein), as follows:

            (a)   Base Rate Loans. During such periods as the Loans shall be
      comprised of Base Rate Loans, the Adjusted Base Rate;
<PAGE>
            (b)   Eurodollar Loans. During such periods as the Loans shall be
      comprised of Eurodollar Loans, the Adjusted Eurodollar Rate; and

            (c)   Quoted Rate Swingline Loans. During such periods as the
      Swingline Loans shall be comprised of Quoted Rate Swingline Loans, the
      Quoted Rate.

2.4   Repayment.

      (a)   Revolving Loans. The principal amount of all Revolving Loans shall
be due and payable in full on the Termination Date.

      (b)   Swingline Loans. The principal amount of all Swingline Loans shall
be due and payable in full on the earlier of (A) the maturity date agreed to by
the Swingline Lender and the Borrower with respect to such Swingline Loan or (B)
the Termination Date.

      (c)   Tranche A Term Loans. The principal amount of the Tranche A Term
Loans shall be repaid in consecutive quarterly installments as follows, unless
accelerated sooner pursuant to Section 9.2:

<TABLE>
<CAPTION>
               Payment Date                       Payment Amount
<S>                                             <C>
               June 30, 2003                        $3,750,000
            September 30, 2003                      $3,750,000
             December 31, 2003                      $3,750,000
              March 31, 2004                        $3,750,000

               June 30, 2004                        $3,750,000
            September 30, 2004                      $3,750,000
             December 31, 2004                      $3,750,000
              March 31, 2005                        $3,750,000

               June 30, 2005                        $5,625,000
            September 30, 2005                      $5,625,000
             December 31, 2005                      $5,625,000
              March 31, 2006                        $5,625,000

               June 30, 2006                        $5,625,000
            September 30, 2006                      $5,625,000
             December 31, 2006                      $5,625,000
              March 31, 2007                     Unpaid balance of
                                                Tranche A Term Loans
</TABLE>

      (d)   Tranche B Term Loans. The principal amount of the Tranche B Term
Loans shall be repaid in consecutive quarterly installments as follows, unless
accelerated sooner pursuant to Section 9.2:

<TABLE>
<CAPTION>
               Payment Date                       Payment Amount
<S>                                             <C>
               June 30, 2002                         $312,500
            September 30, 2002                       $312,500
             December 31, 2002                       $312,500
</TABLE>
<PAGE>
<TABLE>
<S>                                             <C>
              March 31, 2003                         $312,500

               June 30, 2003                         $312,500
            September 30, 2003                       $312,500
             December 31, 2003                       $312,500
              March 31, 2004                         $312,500

               June 30, 2004                         $312,500
            September 30, 2004                       $312,500
             December 31, 2004                       $312,500
              March 31, 2005                         $312,500

               June 30, 2005                         $312,500
            September 30, 2005                       $312,500
             December 31, 2005                       $312,500
              March 31, 2006                         $312,500

               June 30, 2006                         $312,500
            September 30, 2006                       $312,500
             December 31, 2006                       $312,500
              March 31, 2007                         $312,500

               June 30, 2007                        $14,843,750
            September 30, 2007                      $14,843,750
             December 31, 2007                      $14,843,750
              March 31, 2008                        $14,843,750

               June 30, 2008                        $14,843,750
            September 30, 2008                      $14,843,750
             December 31, 2008                      $14,843,750
              March 31, 2009                     Unpaid balance of
                                                Tranche B Term Loans
</TABLE>

2.5   Notes.

      The Revolving Loans and the Swingline Loans shall be evidenced by the
Revolving Notes. The Tranche A Term Loans shall be evidenced by the Tranche A
Term Notes. The Tranche B Term Loans shall be evidenced by the Tranche B Term
Notes.

2.6   Additional Provisions relating to Letters of Credit.

      (a)   Reports. The Issuing Lender will provide to the Administrative Agent
for dissemination to the Revolving Lenders at least quarterly, and more
frequently upon request, a detailed summary report on its Letters of Credit and
the activity thereon. The Issuing Lender will provide copies of the Letters of
Credit to the Administrative Agent, the Revolving Lenders or the Borrower
promptly upon request of such Person or Persons.

      (b)   Participation. Upon issuance of a Letter of Credit, each Revolving
Lender shall be deemed to have purchased without recourse a risk participation
from the Issuing Lender in such Letter of Credit and
<PAGE>
the obligations arising thereunder, in each case in an amount equal to its pro
rata share of the obligations under such Letter of Credit (based on the
respective Revolving Commitment Percentages of the Revolving Lenders) and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not
as surety, and be obligated to pay to the Issuing Lender therefor and discharge
when due, its pro rata share of the obligations arising under such Letter of
Credit. Without limiting the scope and nature of each Revolving Lender's
participation in any Letter of Credit, to the extent that the Issuing Lender has
not been reimbursed as required hereunder or under any such Letter of Credit,
each Revolving Lender shall pay to the Issuing Lender its pro rata share of such
unreimbursed drawing in same day funds on the day of notification by the Issuing
Lender of an unreimbursed drawing pursuant to the provisions of subsection (d)
hereof. The obligation of each Revolving Lender to so reimburse the Issuing
Lender shall be absolute and unconditional and shall not be affected by the
occurrence of a Default, an Event of Default or any other occurrence or event.
Any such reimbursement shall not relieve or otherwise impair the obligation of
the Borrower to reimburse the Issuing Lender under any Letter of Credit,
together with interest as hereinafter provided.

      (c)   Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower. Unless the
Borrower shall immediately notify the Issuing Lender that the Borrower intends
to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall
be deemed to have requested that the Revolving Lenders make a Revolving Loan in
the amount of the drawing as provided in subsection (d) hereof on the related
Letter of Credit, the proceeds of which will be used to satisfy the related
reimbursement obligations. The Borrower promises to reimburse the Issuing Lender
on the day of drawing under any Letter of Credit (either with the proceeds of a
Revolving Loan obtained hereunder or otherwise) in same day funds. If the
Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the
unreimbursed amount of such drawing shall bear interest at a per annum rate
equal to the Adjusted Base Rate plus two percent (2%). The Borrower's
reimbursement obligations hereunder shall be absolute and unconditional under
all circumstances irrespective of any rights of setoff, counterclaim or defense
to payment the Borrower may claim or have against the Issuing Lender, the
Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn
upon or any other Person, including, without limitation, any defense based on
any failure of the Borrower or any other Credit Party to receive consideration
or the legality, validity, regularity or unenforceability of the Letter of
Credit. The Issuing Lender will promptly notify the Administrative Agent (who
will promptly notify the other Revolving Lenders) of the amount of any
unreimbursed drawing and each Revolving Lender shall promptly pay to the
Administrative Agent for the account of the Issuing Lender in Dollars and in
immediately available funds, the amount of such Revolving Lender's Revolving
Commitment Percentage of such unreimbursed drawing. Such payment shall be made
on the day such notice is received by such Revolving Lender from the Issuing
Lender if such notice is received at or before 2:00 P.M. (Charlotte, North
Carolina time) otherwise such payment shall be made at or before 12:00 Noon
(Charlotte, North Carolina time) on the Business Day next succeeding the day
such notice is received. If such Revolving Lender does not pay such amount to
the Issuing Lender in full upon such request, such Revolving Lender shall, on
demand, pay to the Administrative Agent for the account of the Issuing Lender
interest on the unpaid amount during the period from the date of such drawing
until such Revolving Lender pays such amount to the Issuing Lender in full at a
rate per annum equal to, if paid within two Business Days of the date that such
Revolving Lender is required to make payments of such amount pursuant to the
preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the
Base Rate. Each Revolving Lender's obligation to make such payment to the
Issuing Lender, and the right of the Issuing Lender to receive the same, shall
be absolute and unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this Credit Agreement or the
Commitments hereunder, the existence of a Default or Event of Default or the
acceleration of the obligations of the Borrower hereunder and shall be made
without any offset, abatement, withholding or reduction whatsoever.
Simultaneously with the making of each such payment by a Revolving Lender to the
Issuing Lender, such Revolving Lender shall, automatically and without any
further action on the part of the Issuing Lender or such Revolving Lender,
acquire a participation in an amount equal to such payment (excluding the
portion of such payment constituting interest owing to the Issuing Lender) in
the related
<PAGE>
unreimbursed drawing portion of the LOC Obligation and in the interest thereon
and in the related LOC Documents, and shall have a claim against the Borrower
with respect thereto.

      (d)   Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan advance
to reimburse a drawing under a Letter of Credit, the Administrative Agent shall
give notice to the Revolving Lenders that a Revolving Loan has been requested or
deemed requested by the Borrower to be made in connection with a drawing under a
Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate
Loans (or Eurodollar Loans to the extent the Borrower has complied with the
procedures of Section 2.2(a)(i) with respect thereto) shall be promptly made to
the Borrower by all Revolving Lenders (notwithstanding any termination of the
Commitments pursuant to Section 9.2) pro rata based on the respective Revolving
Commitment Percentages of the Revolving Lenders (determined before giving effect
to any termination of the Commitments pursuant to Section 9.2) and the proceeds
thereof shall be paid directly to the Issuing Lender for application to the
respective LOC Obligations. Each such Revolving Lender hereby irrevocably agrees
to make its Revolving Commitment Percentage of each such Revolving Loan promptly
upon any such request or deemed request in the amount, in the manner and on the
date specified in the preceding sentence notwithstanding (i) the amount of such
borrowing may not comply with the minimum amount for advances of Revolving Loans
otherwise required hereunder, (ii) whether any conditions specified in Section
5.2 are then satisfied, (iii) whether a Default or an Event of Default then
exists, (iv) failure for any such request or deemed request for Revolving Loan
to be made by the time otherwise required hereunder, (v) whether the date of
such borrowing is a date on which Revolving Loans are otherwise permitted to be
made hereunder or (vi) any termination of the Commitments relating thereto
immediately prior to or contemporaneously with such borrowing. In the event that
any Revolving Loan cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
proceeding under the Bankruptcy Code with respect to any Credit Party), then
each such Revolving Lender hereby agrees that it shall forthwith purchase (as of
the date such borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrower on or after such date and prior to such
purchase) from the Issuing Lender such participation in the outstanding LOC
Obligations as shall be necessary to cause each such Revolving Lender to share
in such LOC Obligations ratably (based upon the respective Revolving Commitment
Percentages of the Revolving Lenders (determined before giving effect to any
termination of the Commitments pursuant to Section 9.2)), provided that in the
event such payment is not made on the day of drawing, such Revolving Lender
shall pay in addition to the Issuing Lender interest on the amount of its
unfunded Participation Interest at a rate equal to, if paid within two Business
Days of the date of drawing, the Federal Funds Rate, and thereafter at the Base
Rate.

      (e)   Designation of other Credit Parties as Account Parties.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including, without limitation, Sections 2.1(c) and 2.2(a)(ii) hereof, a Letter
of Credit issued hereunder may contain a statement to the effect that such
Letter of Credit is issued for the account of a Credit Party other than the
Borrower, provided that notwithstanding such statement, the Borrower shall be
the actual account party for all purposes of this Credit Agreement for such
Letter of Credit and such statement shall not affect the Borrower's
reimbursement obligations hereunder with respect to such Letter of Credit.

      (f)   Renewal, Extension. The renewal or extension of any Letter of Credit
shall, for purposes hereof, be treated in all respects the same as the issuance
of a new Letter of Credit hereunder.

      (g)   Applicability of ISP98. Unless otherwise expressly agreed by the
Issuing Lender and the Borrower when a Letter of Credit is issued, the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit.
<PAGE>
      (h)   Indemnification; Nature of Issuing Lender's Duties.

            (i)   In addition to its other obligations under this Section 2.6,
      the Borrower hereby agrees to protect, indemnify, pay, save and hold the
      Issuing Lender and the Revolving Lenders harmless from and against any and
      all claims, demands, liabilities, damages, losses, costs, charges and
      expenses (including reasonable attorneys' fees actually incurred and
      expenses but excluding the allocated cost of internal counsel) that the
      Issuing Lender or any Revolving Lender may incur or be subject to as a
      consequence, direct or indirect, of (A) the issuance of any Letter of
      Credit or (B) the failure of the Issuing Lender to honor a drawing under a
      Letter of Credit as a result of any act or omission, whether rightful or
      wrongful, of any present or future de jure or de facto government or
      governmental authority (all such acts or omissions, herein called
      "Government Acts").

            (ii)  As between the Borrower and the Issuing Lender, the Borrower
      shall assume all risks of the acts, omissions or misuse of any Letter of
      Credit by the beneficiary thereof. The Issuing Lender shall not be
      responsible: (A) for the form, validity, sufficiency, accuracy,
      genuineness or legal effect of any document submitted by any party in
      connection with the application for and issuance of any Letter of Credit,
      even if it should in fact prove to be in any or all respects invalid,
      insufficient, inaccurate, fraudulent or forged; (B) for the validity or
      sufficiency of any instrument transferring or assigning or purporting to
      transfer or assign any Letter of Credit or the rights or benefits
      thereunder or proceeds thereof, in whole or in part, that may prove to be
      invalid or ineffective for any reason; (C) for errors, omissions,
      interruptions or delays in transmission or delivery of any messages, by
      mail, cable, telegraph, telex or otherwise, whether or not they be in
      cipher; (D) for any loss or delay in the transmission or otherwise of any
      document required in order to make a drawing under a Letter of Credit or
      of the proceeds thereof; and (E) for any consequences arising from causes
      beyond the control of the Issuing Lender, including, without limitation,
      any Government Acts. None of the above shall affect, impair, or prevent
      the vesting of the Issuing Lender's rights or powers hereunder.

            (iii) In furtherance and extension and not in limitation of the
      specific provisions hereinabove set forth, any action taken or omitted by
      the Issuing Lender, under or in connection with any Letter of Credit or
      the related certificates, if taken or omitted in good faith, shall not put
      such Issuing Lender under any resulting liability to the Borrower or any
      other Credit Party. It is the intention of the parties that this Credit
      Agreement shall be construed and applied to protect and indemnify the
      Issuing Lender against any and all risks involved in the issuance of the
      Letters of Credit, all of which risks are hereby assumed by the Borrower
      (on behalf of itself and each of the other Credit Parties), including,
      without limitation, any and all Government Acts. The Issuing Lender shall
      not, in any way, be liable for any failure by the Issuing Lender or anyone
      else to pay any drawing under any Letter of Credit as a result of any
      Government Acts or any other cause beyond the control of the Issuing
      Lender.

            (iv)  Nothing in this subsection (h) is intended to limit the
      reimbursement obligations of the Borrower contained in subsection (d)
      above, provided that the Borrower may have a claim against the Issuing
      Lender, and the Issuing Lender may be liable to the Borrower, to the
      extent, but only to the extent, of any direct damages (but not any
      consequential or exemplary damages) suffered by the Borrower which the
      Borrower proves were caused by the Issuing Lender's willful misconduct or
      gross negligence or the Issuing Lender's willful failure to pay under any
      Letter of Credit after the presentation to it by the beneficiary of a
      sight draft and certificate(s) strictly complying with the terms and
      conditions of a Letter of Credit. The obligations of the Borrower under
      this subsection (h) shall survive the termination of this Credit
      Agreement. No act or omissions of any current or prior beneficiary of a
      Letter of Credit shall in any way affect or impair the rights of the
      Issuing Lender to enforce any right, power or benefit under this Credit
      Agreement.
<PAGE>
            (v)   Notwithstanding anything to the contrary contained in this
      subsection (h), the Borrower shall have no obligation to indemnify the
      Issuing Lender or any Revolving Lender in respect of any liability
      incurred by the Issuing Lender or such Revolving Lender (A) to the extent
      arising out of the gross negligence or willful misconduct of the Issuing
      Lender or such Revolving Lender, as the case may be, as determined by a
      court of competent jurisdiction, or (B) caused by the Issuing Lender's
      failure to pay under any Letter of Credit after presentation to it of a
      request strictly complying with the terms and conditions of such Letter of
      Credit, as determined by a court of competent jurisdiction, unless such
      payment is prohibited by any law, regulation, court order or decree.

      (i)   Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.6 shall be deemed to prejudice the
right of any Revolving Lender to recover from the Issuing Lender any amounts
made available by such Revolving Lender to the Issuing Lender pursuant to this
Section 2.6 in the event that it is determined by a court of competent
jurisdiction that the payment with respect to a Letter of Credit constituted
gross negligence or willful misconduct on the part of the Issuing Lender.

      (j)   Limitation on Obligation of the Issuing Lender. Notwithstanding
anything contained herein to the contrary, the Issuing Lender shall not be under
any obligation to issue, renew or extend any Letter of Credit if (i) any order,
judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the Issuing Lender from issuing a Letter of
Credit, or any applicable law, rule or regulation or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing
Lender refrain from, the issuance of letters of credit generally or any such
Letter of Credit in particular, or shall impose upon the Issuing Lender with
respect to any such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Lender is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon the Issuing
Lender any unreimbursed loss, costs or expense that was not applicable on the
Closing Date and that the Issuing Lender should deem material to it in good
faith, or (ii) the issuance, renewal or extension would violate or otherwise
contravene its internal policy generally applicable to the issuance of letters
of credit.

      (k)   Conflict with LOC Documents. In the event of any conflict between
this Credit Agreement and any LOC Document (including any letter of credit
application but excluding any Letter of Credit), this Credit Agreement shall
control.

2.7   Additional Provisions relating to Swingline Loans.

      The Swingline Lender may, at any time, in its sole discretion, by written
notice to the Borrower and the Revolving Lenders, demand repayment of its
Swingline Loans by way of a Revolving Loan advance, in which case the Borrower
shall be deemed to have requested a Revolving Loan advance comprised solely of
Base Rate Loans in the amount of such Swingline Loans; provided, however, that
any such demand shall be deemed to have been given one Business Day prior to the
Termination Date and on the date of the occurrence of any Event of Default
described in Section 9.1 and upon acceleration of the indebtedness hereunder and
the exercise of remedies in accordance with the provisions of Section 9.2. Each
Revolving Lender hereby irrevocably agrees to make its Revolving Commitment
Percentage of each such Revolving Loan in the amount, in the manner and on the
date specified in the preceding sentence notwithstanding (a) the amount of such
borrowing may not comply with the minimum amount for advances of Revolving Loans
otherwise
<PAGE>
required hereunder, (b) whether any conditions specified in Section 5.2 are then
satisfied, (c) whether a Default or an Event of Default then exists, (d) failure
of any such request or deemed request for Revolving Loan to be made by the time
otherwise required hereunder, (e) whether the date of such borrowing is a date
on which Revolving Loans are otherwise permitted to be made hereunder or (f) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any other Credit Party), then
each Revolving Lender hereby agrees that it shall forthwith purchase (as of the
date such borrowing would otherwise have occurred, but adjusted for any payments
received from the Borrower on or after such date and prior to such purchase)
from the Swingline Lender such Participation Interests in the outstanding
Swingline Loans as shall be necessary to cause each such Revolving Lender to
share in such Swingline Loans ratably based upon its Revolving Commitment
Percentage (determined before giving effect to any termination of the
Commitments pursuant to Section 3.4), provided that (i) all interest payable on
the Swingline Loans shall be for the account of the Swingline Lender until the
date as of which the respective Participation Interest is funded and (ii) at the
time any purchase of Participation Interests pursuant to this sentence is
actually made, the purchasing Revolving Lender shall be required to pay to the
Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower
in accordance with the terms of Section 2.3, interest on the principal amount of
Participation Interests purchased for each day from and including the day upon
which such borrowing would otherwise have occurred to but excluding the date of
payment for such Participation Interests, at the rate equal to the Federal Funds
Rate.


                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1   Default Rate.

      Upon the occurrence, and during the continuance, of an Event of Default,
(i) the principal of and, to the extent permitted by law, interest on the Loans
and any other amounts owing hereunder or under the other Credit Documents shall
bear interest, payable on demand, at a per annum rate three percent (3%) greater
than the rate that would otherwise be applicable (or if no rate is applicable,
whether in respect of interest, fees or other amounts, then the Adjusted Base
Rate plus three percent (3%)) and (ii) the Letter of Credit Fee shall accrue at
a per annum rate three percent (3%) greater than the rate that would otherwise
be applicable.

3.2   Continuation and Conversion.

      The Borrower shall have the option, on any Business Day, to extend
existing Loans into a subsequent permissible Interest Period or to convert Loans
into Loans of another interest rate type; provided, however, that (i) except as
provided in Section 3.8, Eurodollar Loans may be converted into Base Rate Loans
or extended as Eurodollar Loans for new Interest Periods only on the last day of
the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended,
and Base Rate Loans may be converted into Eurodollar Loans, only if the
conditions precedent set forth in Section 5.2 are satisfied on the date of
Continuation or Conversion, (iii) Loans extended as, or converted into,
Eurodollar Loans shall be subject to the terms of the definition of "Interest
Period" and shall be in such minimum amounts as provided in Section 2.2(b), and
(iv) any request for Continuation or Conversion of a Eurodollar Loan that shall
fail to specify an Interest Period shall be deemed to be a request for an
Interest Period of one month. Each such Continuation or Conversion shall be
effected by the Borrower by giving a Notice of Continuation/Conversion (or
telephonic notice promptly confirmed in writing) to the office of the
Administrative Agent specified in Section 11.1, or at such other office as the
Administrative Agent may designate to the Borrower in writing, prior to 12:00
noon (Charlotte, North Carolina time), on the Business Day of, in the case of
the Conversion of a Eurodollar Loan
<PAGE>
into a Base Rate Loan, and on the third Business Day prior to, in the case of
the Continuation of a Eurodollar Loan as, or Conversion of a Base Rate Loan
into, a Eurodollar Loan, the date of the proposed Continuation or Conversion,
specifying the date of the proposed Continuation or Conversion, the Loans to be
so extended or converted, the types of Loans into which such Loans are to be
converted and, if appropriate, the applicable Interest Periods with respect
thereto. Each request for Continuation or Conversion shall be irrevocable and
shall constitute a representation and warranty by the Borrower of the matters
specified in Section 5.2. In the event the Borrower fails to request
Continuation or Conversion of any Eurodollar Loan in accordance with this
Section, or any such Conversion or Continuation is not permitted or required by
this Section, then such Eurodollar Loan shall be automatically converted into a
Base Rate Loan at the end of the Interest Period applicable thereto. The
Administrative Agent shall give each affected Lender notice as promptly as
practicable of any such proposed Continuation or Conversion affecting any Loan.

3.3   Prepayments.

      (a)   Voluntary Prepayments. The Loans may be repaid in whole or in part
without premium or penalty; provided that (i) Eurodollar Loans may be prepaid
only upon three Business Days prior written notice to the Administrative Agent
and must be accompanied by payment of any amounts owing under Section 3.12, (ii)
partial prepayments on Revolving Loans shall be minimum principal amounts of
$2,500,000, in the case of Eurodollar Loans, and $1,000,000, in the case of Base
Rate Loans, and in integral multiples of $250,000 in excess thereof and (iii)
partial prepayments on Swingline Loans shall in minimum principal amounts of
$100,000 and integral multiples of $100,000 in excess thereof.

      (b)   Mandatory Prepayments.

            (i)   Committed Amounts. If at any time (A) the aggregate principal
      amount of Revolving Obligations shall exceed the Aggregate Revolving
      Committed Amount, (B) the aggregate amount of LOC Obligations shall exceed
      the LOC Committed Amount or (C) the aggregate principal amount of
      Swingline Loans shall exceed the Swingline Committed Amount, the Borrower
      shall immediately upon the Administrative Agent's demand make payment on
      the Revolving Loans, on the Swingline Loans and/or to a cash collateral
      account in respect of the LOC Obligations, in an amount sufficient to
      eliminate the difference.

            (ii)  Asset Dispositions and Recovery Events. The Borrower shall
      promptly prepay the Obligations as hereafter provided in an amount equal
      to one hundred percent (100%) of the Net Cash Proceeds received from any
      Asset Disposition or Recovery Event to the extent (A) such Net Cash
      Proceeds are not reinvested in Property to be used by any member of the
      Consolidated Group in the operation of its business within nine (9) months
      of the date of such Asset Disposition or Recovery Event, and (B) the
      aggregate amount of such Net Cash Proceeds not reinvested in accordance
      with the foregoing clause (A) shall exceed $10,000,000 in any fiscal year.

            (iii) Excess Cash Flow. Within 95 days after the end of the fiscal
      year ending June 30, 2003 and each fiscal year end thereafter, the
      Borrower shall prepay the Obligations in an amount equal to the percentage
      of Excess Cash Flow set forth opposite the Consolidated Leverage Ratio as
      of the end of such fiscal year in the following table:

<TABLE>
<CAPTION>
      Level     Consolidated Leverage Ratio          Percentage of Excess Cash Flow
<S>            <C>                                   <C>
        1              < 1.0 to 1.0                             0.0%
        2      > or = 1.0 to 1.0 but < 2.0 to 1.0              50.0%
        3            > or = 2.0 to 1.0                         75.0%
</TABLE>
<PAGE>
      provided that if the application of any such prepayment would reduce the
      Consolidated Leverage Ratio to a lower "Level" (as such term is used in
      the table above), then the Borrower shall be required to make a prepayment
      equal to the percentage of Excess Cash Flow corresponding to the
      applicable Level (after giving effect to the application of the proceeds
      of such prepayment to the Obligations as provided in the immediately
      following clause (v)). [For example, if the application of a particular
      prepayment would reduce the Consolidated Leverage Ratio from 2.2:1.0 to
      1.8:1.0, then the Borrower would be required to pay 75% of Excess Cash
      Flow to the extent necessary to cause the Consolidated Leverage Ratio,
      after giving effect to such prepayment, to be reduced to 2.00:1.0, and
      then 50% of the remainder of the Excess Cash Flow.]

            (iv)  Debt Transactions and Equity Transactions. The Borrower shall
      immediately prepay the Obligations as hereafter provided in an amount
      equal to:

                  (A)   one hundred percent (100%) of the Net Cash Proceeds
            received from any Debt Transaction; and

                  (B)   one hundred percent (100%) of the Net Cash Proceeds
            received from any Equity Transaction, provided that the Borrower
            shall be required to make such prepayment only in an amount
            sufficient to cause the Consolidated Leverage Ratio as of the end of
            the immediately preceding fiscal quarter to be less than or equal to
            1.0:1.0 (after giving effect to the application of such prepayment
            to the Obligations as provided in the immediately following clause
            (v)).

            (v)   Effect of Application of Amounts on Consolidated Leverage
      Ratio. For purposes of determining the effect of prepayments required
      under the immediately preceding clauses (iii) and (iv) on the Consolidated
      Leverage Ratio, the amount of any such prepayments shall be deemed to have
      been applied to the Obligations as of the last day of the fiscal quarter
      most recently ended.

      (c)   Application.

            (i)   Voluntary Prepayments. Voluntary prepayments on the Term Loans
      shall be applied pro rata to the Tranche A Term Loans and Tranche B Term
      Loans (and in each case pro rata to the remaining principal installments
      thereof) and, within the foregoing parameters, first to Base Rate Loans
      and then to Eurodollar Loans in direct order of interest period
      maturities. Voluntary prepayments on the Revolving Obligations shall be
      applied as directed by the Borrower or, if not so directed, first to Base
      Rate Loans (other than Swingline Loans), then to Eurodollar Loans in
      direct order of Interest Period maturities, then to Swingline Loans in
      direct order of maturities and then to a cash collateral account to secure
      LOC Obligations.

            (ii)  Mandatory Prepayments.

                  (A)   Mandatory prepayments under Section 3.3(b)(i) shall be
            applied as directed by the Borrower.

                  (B)   Mandatory prepayments under Section 3.3(b)(ii) (other
            than mandatory prepayments on account of the Acute Disposition)
            shall be applied pro rata to the Tranche A Term Loans, Tranche B
            Term Loans and Revolving Obligations (and, in the case of
            prepayments on the Terms Loans, to the remaining principal
            installments thereof in inverse order of maturity). Within the
            parameters of the immediately preceding sentence, mandatory
            prepayments shall be applied first to Base Rate Loans (other than
            Swingline
<PAGE>
            Loans), then to Eurodollar Loans in direct order of Interest Period
            maturities, then to Swingline Loans in direct order of maturities
            and then to a cash collateral account to secure LOC Obligations.

                  (C)   Mandatory prepayments under Section 3.3(b)(ii) on
            account of the Acute Disposition shall be applied to the Revolving
            Obligations until paid in full (and thereafter may be retained by
            the Borrower). Within the parameters of the immediately preceding
            sentence, mandatory prepayments shall be applied first to Base Rate
            Loans (other than Swingline Loans), then to Eurodollar Loans in
            direct order of Interest Period maturities, then to Swingline Loans
            in direct order of maturities and then to a cash collateral account
            to secure LOC Obligations.

                  (D)   Mandatory prepayments under Sections 3.3(b)(iii) and
            3.3(b)(iv) shall be applied pro rata to the Tranche A Term Loans and
            Tranche B Term Loans (and in each case to the remaining principal
            installments thereof in inverse order of maturity) until the Term
            Loans have been repaid in full and then to the Revolving
            Obligations. Within the parameters of the immediately preceding
            sentence, mandatory prepayments shall be applied first to Base Rate
            Loans, then to Eurodollar Loans in direct order of Interest Period
            maturities, then to Quoted Rate Swingline Loans in direct order of
            maturities and then to a cash collateral account to secure LOC
            Obligations.

            (iii) Prepayment Account. If the Borrower is required to make a
      mandatory prepayment of Eurodollar Loans under Section 3.3(b)(ii), (iii)
      or (iv), the Borrower shall have the right, in lieu of making such
      prepayment in full, to deposit an amount equal to such mandatory
      prepayment with the Administrative Agent in a cash collateral account
      maintained (pursuant to documentation reasonably satisfactory to the
      Administrative Agent) by and in the sole dominion and control of the
      Administrative Agent. Any amounts so deposited shall be held by the
      Administrative Agent as collateral for the prepayment of such Eurodollar
      Loans and shall be applied to the prepayment of the applicable Eurodollar
      Loans at the end of the current Interest Periods applicable thereto. At
      the request of the Borrower, amounts so deposited shall be invested by the
      Administrative Agent in Cash Equivalents maturing prior to the date or
      dates on which it is anticipated that such amounts will be applied to
      prepay such Eurodollar Loans; any interest earned on such Cash Equivalents
      will be for the account of the Borrower and the Borrower will deposit with
      the Administrative Agent the amount of any loss on any such Cash
      Equivalents to the extent necessary in order that the amount of the
      prepayment to be made with the deposited amounts may not be reduced.

3.4   Reduction and Termination of Commitments.

      (a)   Voluntary Reduction of Commitments. The Commitments may be
terminated or permanently reduced in whole or in part by the Borrower upon three
Business Days prior written notice to the Administrative Agent, provided that
(i) after giving effect to any voluntary reduction the aggregate amount of
Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount,
as reduced, and (ii) partial reductions shall be in a minimum principal amount
of $2,500,000 and in integral multiples of $1,000,000 in excess thereof.

      (b)   Mandatory Reduction of Commitments. The Aggregate Revolving
Committed Amount automatically shall be permanently reduced from time to time in
an amount equal to the amount of any prepayment required by Sections 3.3(b)(ii)
(other than any prepayment on account of the Acute Disposition).
<PAGE>
      (c)   Termination of Commitments. The Commitments shall terminate on the
Termination Date.

3.5   Fees.

      (a)   Commitment Fee. In consideration of the Revolving Commitments, the
Borrower agrees to pay to the Administrative Agent for the ratable benefit of
the Revolving Lenders a commitment fee (the "Commitment Fee") equal to the
Applicable Percentage per annum on the average daily unused amount of the
Aggregate Revolving Committed Amount for the applicable period. The Commitment
Fee shall be payable quarterly in arrears on the last day of each March, June,
September and December for the immediately preceding quarter (or a portion
thereof). For purposes of computation of the Commitment Fee, (i) Swingline Loans
shall not be counted toward or considered usage of the Aggregate Revolving
Committed Amount and (ii) LOC Obligations shall be counted toward and considered
usage of the Aggregate Revolving Committed Amount.

      (b)   Letter of Credit Fees.

            (i)   Letter of Credit Issuance Fee. In consideration of the
      issuance of Letters of Credit, the Borrower promises to pay to the
      Administrative Agent for the account of each Revolving Lender a fee (the
      "Letter of Credit Fee") on such Revolving Lender's Revolving Commitment
      Percentage of the average daily maximum amount available to be drawn under
      each such Letter of Credit computed at a per annum rate for each day from
      the date of issuance to the date of expiration equal to the Applicable
      Percentage. The Letter of Credit Fee shall be payable quarterly in arrears
      on the last day of each March, June, September and December for the
      immediately preceding quarter (or a portion thereof).

            (ii)  Issuing Lender Fees. In addition to the Letter of Credit Fee,
      the Borrower promises to pay to the Administrative Agent for the account
      of the Issuing Lender without sharing by the other Lenders (i) a letter of
      credit fronting fee (the "Issuing Lender Fee") of one-eighth of one
      percent (0.125%) on the average daily maximum amount available to be drawn
      under each Letter of Credit computed at a per annum rate for each day from
      the date of issuance to the date of expiration and (ii) the customary
      charges from time to time of the Issuing Lender with respect to the
      issuance, amendment, transfer, administration, cancellation and conversion
      of, and drawings under, such Letters of Credit. The Issuing Lender Fee
      hereunder shall be payable quarterly in arrears on the last day of each
      March, June, September and December for the immediately preceding quarter
      (or portion thereof) and on the Termination Date.

      (c)   Administrative Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, the fees referred to in the
Administrative Agent's Fee Letter.

3.6   Capital Adequacy.

      If any Lender has reasonably determined, after the date hereof, that the
adoption or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's (including, for purposes hereof, the parent company of
such Lender) capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with
<PAGE>
respect to capital adequacy), then, upon notice from such Lender to the
Borrower, the Borrower shall be obligated to pay to such Lender such additional
amount or amounts as will compensate such Lender for such reduction. Each
determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto. Each
Lender agrees to notify the Borrower of any event occurring after the date
hereof entitling such Lender to compensation under this Sections as promptly as
practicable; provided, however, the failure of any Lender to give such notice
shall not release the Borrower from any of its obligations hereunder; provided,
further, however, a Lender shall be entitled to compensation under this Section
only for events occurring during the 180-day period ending on the date the
Borrower receives the notice described in this sentence. Each Lender agrees to
furnish to the Borrower a certificate setting forth the basis and amount of each
request by such Lender for compensation under this Section.

3.7   Limitation on Eurodollar Loans.

      If on or prior to the first day of any Interest Period for any Eurodollar
Loan:

            (a)   the Administrative Agent reasonably determines (which
      determination shall be conclusive) that by reason of circumstances
      affecting the relevant market, adequate and reasonable means do not exist
      for ascertaining the Eurodollar Rate for such Interest Period; or

            (b)   the Required Lenders reasonably determine (which determination
      shall be conclusive) and notify the Administrative Agent that the
      Eurodollar Rate will not adequately and fairly reflect the cost to the
      Lenders of funding Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof, and
so long as such condition remains in effect, the Lenders shall be under no
obligation to make additional Eurodollar Loans, Continue Eurodollar Loans, or to
Convert Base Rate Loans into Eurodollar Loans with respect to the affected
currency.

3.8   Illegality.

      Notwithstanding any other provision of this Credit Agreement, in the event
that it becomes unlawful for any Lender (or its Applicable Lending Office) to
make, maintain, or fund Eurodollar Loans hereunder, then such Lender shall
promptly notify the Borrower thereof and such Lender's obligation to make or
Continue Eurodollar Loans and to Convert Base Rate Loans into Eurodollar Loans
shall be suspended until such time as such Lender may again make, maintain, and
fund Eurodollar Loans (in which case the provisions of Section 3.10 shall be
applicable).

3.9   Requirements of Law.

      If, after the date hereof, the adoption of any applicable law, rule, or
regulation, or any change in any applicable law, rule, or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank, or comparable agency:

            (a)   shall subject such Lender (or its Applicable Lending Office)
      to any tax, duty, or other charge with respect to any Eurodollar Loans,
      its Notes, or its obligation to make Eurodollar Loans, or change the basis
      of taxation of any amounts payable to such Lender (or its Applicable
      Lending Office) under this Credit Agreement or its Notes in respect of any
      Eurodollar Loans (other
<PAGE>
      than taxes imposed on the overall net income of such Lender by the
      jurisdiction in which such Lender has its principal office or such
      Applicable Lending Office);

            (b)   shall impose, modify, or deem applicable any reserve, special
      deposit, assessment, or similar requirement (other than the Eurodollar
      Reserve Requirement utilized in the determination of the Eurodollar Rate)
      relating to any extensions of credit or other assets of, or any deposits
      with or other liabilities or commitments of, such Lender (or its
      Applicable Lending Office), including the Commitment of such Lender
      hereunder; or

            (c)   shall impose on such Lender (or its Applicable Lending Office)
      or the London interbank market any other condition affecting this Credit
      Agreement or its Notes or any of such extensions of credit or liabilities
      or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to
such Lender on demand such amount or amounts as will compensate such Lender for
such increased cost or reduction. If any Lender requests compensation by the
Borrower under this Section 3.9, the Borrower may, by notice to such Lender
(with a copy to the Administrative Agent), suspend the obligation of such Lender
to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into
Eurodollar Loans, until the event or condition giving rise to such request
ceases to be in effect (in which case the provisions of Section 3.10 shall be
applicable); provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested. Each Lender shall promptly
notify the Borrower and the Administrative Agent of any event of which it has
knowledge, occurring after the date hereof, that will entitle such Lender to
compensation pursuant to this Section 3.9 and will designate a different
Applicable Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such Lender,
be otherwise disadvantageous to it. A Lender shall be entitled to compensation
under this Section only for events occurring during the 180-day period ending on
the date the Borrower receives the notice described in the immediately preceding
sentence. Any Lender claiming compensation under this Section 3.9 shall furnish
to the Borrower and the Administrative Agent a statement setting forth the
additional amount or amounts to be paid to it hereunder, which shall be prima
facie evidence of the matters stated therein. In determining such amount, such
Lender may use any reasonable averaging and attribution methods.

3.10  Treatment of Affected Loans.

      If the obligation of any Lender to make any Eurodollar Loan or to
Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be
suspended pursuant to Section 3.8 or 3.9 hereof, such Lender's Eurodollar Loans
shall be automatically Converted into Base Rate Loans on the last day(s) of
then-current Interest Period(s) for such Eurodollar Loans (or, in the case of a
Conversion required by Section 3.8 hereof, on such earlier date as such Lender
may specify to the Borrower with a copy to the Administrative Agent) and, unless
and until such Lender gives notice as provided below that the circumstances
specified in Section 3.8 or 3.9 hereof that gave rise to such Conversion no
longer exist:

            (a)   to the extent that such Lender's Eurodollar Loans have been so
      Converted, all payments and prepayments of principal that would otherwise
      be applied to such Lender's Eurodollar Loans shall be applied instead to
      its Base Rate Loans; and

            (b)   all Loans that would otherwise be made or Continued by such
      Lender as Eurodollar Loans shall be made or Continued instead as Base Rate
      Loans, and all Base Rate Loans of such Lender that would otherwise be
      Converted into Eurodollar Loans shall remain as Base Rate Loans.
<PAGE>
If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.8 or 3.9 hereof that gave
rise to the Conversion of such Lender's Eurodollar Loans pursuant to this
Section 3.10 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by
such Lender are held pro rata (as to principal amounts, interest rate basis, and
Interest Periods) in accordance with their respective Commitments.

3.11  Taxes.

      (a)   Any and all payments by any Credit Party to or for the account of
any Lender or the Administrative Agent hereunder or under any other Credit
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and the Administrative Agent, (i) taxes imposed on its income,
and franchise taxes imposed on it, by the jurisdiction under the laws of which
such Lender (or its Applicable Lending Office) or the Administrative Agent (as
the case may be) is organized or any political subdivision thereof and (ii)
taxes arising after the Closing Date as a result of or attributable to a Lender
changing its Applicable Lending Office after the date on which such Lender
becomes a party hereto (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred to
as "Taxes"). If any Credit Party shall be required by law to deduct or withhold
any Taxes from or in respect of any sum payable under this Credit Agreement or
any other Credit Document to any Lender or the Administrative Agent, (i) the sum
payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section 3.11) such Lender or the
Administrative Agent receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Credit Party shall make such
deductions and withholdings, (iii) such Credit Party shall pay the full amount
deducted or withheld to the relevant taxation authority or other authority in
accordance with applicable law, and (iv) such Credit Party shall furnish to the
Administrative Agent, at its address referred to in Section 11.1, the original
or a certified copy of a receipt evidencing payment thereof.

      (b)   In addition, the Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies that arise from any payment made under this Credit
Agreement or any other Credit Document or from the execution or delivery of, or
otherwise with respect to, this Credit Agreement or any other Credit Document
(hereinafter referred to as "Other Taxes").

      (c)   The Borrower agrees to indemnify each Lender and the Administrative
Agent for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 3.11) paid by such Lender or such
Administrative Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

      (d)   Each Lender that is not a United States person under Section
7701(a)(30) of the Internal Revenue Code, on or prior to the date of its
execution and delivery of this Credit Agreement in the case of each Lender
listed on the signature pages hereof and on or prior to the date on which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by the Borrower or the Administrative Agent
(but only so long as such Lender remains lawfully able to do so), shall provide
the Borrower and the Administrative Agent with (i) Internal Revenue Service Form
W-8 BEN or W-8 ECI, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying
<PAGE>
that such Lender is entitled to benefits under an income tax treaty to which the
United States is a party that reduces to zero the rate of withholding tax on
payments of interest or certifying that the income receivable pursuant to this
Credit Agreement is effectively connected with the conduct of a trade or
business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
and/or (iii) any other form or certificate required by any taxing authority
(including any certificate required by Sections 871(h) and 881(c) of the
Internal Revenue Code), certifying that such Lender is entitled to an exemption
from tax on payments pursuant to this Credit Agreement or any of the other
Credit Documents.

      (e)   For any period with respect to which a Lender has failed to provide
the Borrower and the Administrative Agent with the appropriate form pursuant to
Section 3.11(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 3.11(a) or 3.11(b) with respect to Taxes imposed by the United
States; provided, however, that should a Lender that is otherwise exempt from or
subject to a reduced rate of withholding tax, become subject to Taxes because of
its failure to deliver a form required hereunder, the Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.

      (f)   If any Credit Party is required to pay additional amounts to or for
the account of any Lender pursuant to this Section 3.11, then such Lender will
agree to use reasonable efforts to change the jurisdiction of its Applicable
Lending Office or take such other steps as the Borrower may reasonably request
so as to eliminate or reduce any such additional payment that may thereafter
accrue if such change or steps, in the reasonable judgment of such Lender, is
not otherwise materially disadvantageous to such Lender.

      (g)   Within thirty days after the date of any payment of Taxes, the
applicable Credit Party shall furnish to the Administrative Agent the original
or a certified copy of a receipt evidencing such payment.

      (h)   Without prejudice to the survival of any other agreement of the
Credit Parties hereunder, the agreements and obligations of the Credit Parties
contained in this Section 3.11 shall survive the repayment of the Loans, LOC
Obligations and other obligations under the Credit Documents and the termination
of the Commitments hereunder.

3.12  Funding Losses.

      Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:

            (a)   any continuation, conversion, payment or prepayment of any
      Eurodollar Loan on a day other than the last day of the Interest Period
      for such Loan (whether voluntary, mandatory, automatic, by reason of
      acceleration, or otherwise); or

            (b)   any failure by the Borrower (for a reason other than the
      failure of such Lender to make a Loan) to prepay, borrow, continue or
      convert any Eurodollar Loan on the date or in the amount notified by the
      Borrower;

including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained
<PAGE>
but excluding any loss of anticipated profits. The Borrower shall also pay any
customary and reasonable administrative fees charged by such Lender in
connection with the foregoing.

3.13  Pro Rata Treatment.

      (a)   Loans. Except to the extent otherwise provided herein, each
Revolving Loan advance, each payment or prepayment of principal of any Revolving
Loan or reimbursement obligations arising from drawings under Letters of Credit,
each payment of interest on any Revolving Loan, or reimbursement obligations
arising from drawings under Letters of Credit, each payment of the Commitment
Fee, each payment of the Letter of Credit Fee, each reduction of Aggregate
Revolving Committed Amount, and each conversion or extension of Revolving Loan
shall be allocated pro rata among the Revolving Lenders according to their
respective Revolving Commitment Percentages. Except to the extent otherwise
provided herein, each payment or prepayment of principal of any Tranche A Term
Loan, each payment of interest on any Tranche A Term Loan and each conversion or
extension of any Tranche A Term Loan shall be allocated pro rata among the
Tranche A Term Lenders according to their respective Tranche A Term Loan
Percentages. Except to the extent otherwise provided herein, each payment or
prepayment of principal of any Tranche B Term Loan, each payment of interest on
any Tranche B Term Loan and each conversion or extension of any Tranche B Term
Loan shall be allocated pro rata among the Tranche B Term Lenders according to
their respective Tranche B Term Loan Percentages.

      (b)   Advances. Except to the extent otherwise provided herein:

            (i)   No Lender shall be responsible for the failure or delay by any
      other Lender in its obligation to make its ratable share of a borrowing
      hereunder; provided, however, that the failure of any Lender to fulfill
      its obligations hereunder shall not relieve any other Lender of its
      obligations hereunder.

            (ii)  Unless the Borrower or any Lender has notified the
      Administrative Agent prior to the date any payment is required to be made
      by it to the Administrative Agent hereunder, that the Borrower or such
      Lender, as the case may be, will not make such payment, the Administrative
      Agent may assume that the Borrower or such Lender, as the case may be, has
      timely made such payment and may (but shall not be so required to), in
      reliance thereon, make available a corresponding amount to the Person
      entitled thereto. If and to the extent that such payment was not in fact
      made to the Administrative Agent in immediately available funds, then:

                  (A)   if the Borrower failed to make such payment, each Lender
            shall forthwith on demand repay to the Administrative Agent the
            portion of such assumed payment that was made available to such
            Lender in immediately available funds, together with interest
            thereon in respect of each day from and including the date such
            amount was made available by the Administrative Agent to such Lender
            to the date such amount is repaid to the Administrative Agent in
            immediately available funds, at the Federal Funds Rate from time to
            time in effect; and

                  (B)   if any Lender failed to make such payment, such Lender
            shall forthwith on demand pay to the Administrative Agent the amount
            thereof in immediately available funds, together with interest
            thereon for the period from the date such amount was made available
            by the Administrative Agent to the Borrower to the date such amount
            is recovered by the Administrative Agent (the "Compensation Period")
            at a rate per annum equal to the Federal Funds Rate from time to
            time in effect. If such Lender does not pay such amount forthwith
            upon the Administrative Agent's demand therefor, the
<PAGE>
            Administrative Agent may make a demand therefor upon the Borrower,
            and the Borrower shall pay such amount to the Administrative Agent,
            together with interest thereon for the Compensation Period at a rate
            per annum equal to the rate of interest applicable to the applicable
            Loan. Nothing herein shall be deemed to relieve any Lender from its
            obligation to fulfill its Commitment or to prejudice any rights that
            the Administrative Agent or the Borrower may have against any Lender
            as a result of any default by such Lender hereunder. A notice of the
            Administrative Agent to any Lender with respect to any amount owing
            under this subsection (b)(ii)(B) shall be conclusive, absent
            manifest error.

3.14  Sharing of Payments.

      (a)   Lenders. The Lenders agree that, in the event that any Lender shall
obtain payment in respect of any Loan, LOC Obligation or any other obligation
owing to such Lender under this Credit Agreement through the exercise of a right
of setoff, banker's lien or counterclaim, or pursuant to a secured claim under
Section 506 of the Bankruptcy Code or other security or interest arising from,
or in lieu of, such secured claim, received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other means,
in excess of its pro rata share of such payment as provided in this Credit
Agreement, such Lender shall promptly purchase from the other Lenders a
Participation Interest in such Loan, LOC Obligation and other obligations in
such amounts, and make such other adjustments from time to time, as shall be
equitable to the end that all the Lenders share such payment ratably in
accordance with the provisions of this Credit Agreement. The Lenders further
agree that if payment to any such Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender that
shall have shared the benefit of such payment shall, by repurchase of a
Participation Interest theretofore sold, return its share of that benefit
(together with its share of any accrued interest payable with respect thereto)
to each such Lender whose payment shall have been rescinded or otherwise
restored. The Borrower agrees that any Lender so purchasing such a participation
may, to the fullest extent permitted by law, exercise all rights of payment,
including setoff, banker's lien or counterclaim, with respect to such
participation as fully as if such Lender were a holder of such Loan, LOC
Obligation or other obligation in the amount of such participation. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.14 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.14 to share in the benefits of any recovery on such secured claim.

      (b)   Lenders and Administrative Agent. Except as otherwise expressly
provided in this Credit Agreement, if any Lender or the Administrative Agent
shall fail to remit to the Administrative Agent or any other Lender an amount
payable by such Lender or the Administrative Agent to the Administrative Agent
or such other Lender pursuant to this Credit Agreement on the date when such
amount is due, such payments shall be made together with interest thereon for
each date from the date such amount is due until the date such amount is paid to
the Administrative Agent or such other Lender at a rate per annum equal to the
Federal Funds Rate.

3.15  Payments, Computations, etc.

      (a)   Time of Payments. All payments shall be made to the Administrative
Agent not later than 2:00 P.M. (Charlotte, North Carolina time).

      (b)   Generally. Except as otherwise specifically provided herein, all
payments shall be made to the Administrative Agent in Dollars in immediately
available funds, and shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff. Payments received after the time
set forth
<PAGE>
in Section 3.15(a) shall be deemed to have been received on the next succeeding
Business Day. The Administrative Agent may (but shall not be obligated to) debit
the amount of any such payment that is not made by such time to any ordinary
deposit account of the Borrower maintained with such Administrative Agent (with
prompt notice to the Borrower). The Borrower shall, at the time it makes any
payment under this Credit Agreement, specify to the Administrative Agent the
Loans, LOC Obligations, Fees, interest or other amounts payable by the Borrower
hereunder to which such payment is to be applied (and in the event that it fails
so to specify, or if such application would be inconsistent with the terms
hereof, the Administrative Agent shall distribute such payment to the Lenders in
such manner as the Administrative Agent may determine to be appropriate in
respect of obligations owing by the Borrower hereunder, subject to the terms of
Section 3.14(a) and Section 3.15(b)). The Administrative Agent will distribute
such payments to the Lenders if any such payment is received prior to 12:00 Noon
(Charlotte, North Carolina time) on a Business Day in like funds as received
prior to the end of such Business Day and otherwise such Administrative Agent
will distribute such payment to the Lenders entitled thereto on the next
succeeding Business Day. Whenever any payment hereunder shall be stated to be
due on a day that is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day (subject to accrual of interest and Fees for
the period of such extension). Except as expressly provided otherwise herein,
all computations of interest and fees shall be made on the basis of the actual
number of days elapsed over a year of 360 days, except with respect to
computation of interest on Base Rate Loans determined by reference to the Prime
Rate, which shall be calculated based on a year of 365 or 366 days, as
appropriate. Interest shall accrue from and include the date of borrowing, but
exclude the date of payment.

      (c)   Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after the occurrence
and during the continuance of an Event of Default, all amounts collected or
received on or in respect of the Obligations (or other amounts owing under the
Credit Documents in connection therewith) shall be paid over or delivered as
follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
            and expenses (including, without limitation, reasonable attorneys'
            fees actually incurred and expenses but excluding the allocated cost
            of internal counsel) of the Collateral Agent incurred in connection
            with the execution of its duties as collateral agent in exercising
            or attempting to exercise rights and remedies in respect of the
            Collateral and all protective advances made with respect thereto;

                  SECOND, to the payment of all reasonable out-of-pocket costs
            and expenses (including, without limitation, reasonable attorneys'
            fees actually incurred and expenses but excluding the allocated cost
            of internal counsel) of the Administrative Agent in connection with
            enforcing the rights and remedies of the Lenders under the Credit
            Documents and any protective advances made with respect thereto;

                  THIRD, to payment of any fees owed to the Administrative
            Agent;

                  FOURTH, to the payment of all reasonable out-of-pocket costs
            and expenses (including, without limitation, reasonable attorneys'
            fees actually incurred and expenses but excluding the allocated cost
            of internal counsel) of each of the Lenders hereunder in connection
            with enforcing its rights under the Credit Documents or otherwise
            with respect to the Obligations owing to such Lender;

                  FIFTH, to the payment of all accrued interest and fees on or
            in respect of the Obligations;
<PAGE>
                  SIXTH, to the payment of the outstanding principal amount of
            the Obligations (including the payment or cash collateralization of
            the outstanding LOC Obligations) and obligations owing from any
            Credit Party to a Lender or an Affiliate of a Lender under Hedging
            Agreements relating to the Obligations to the extent permitted
            hereunder;

                  SEVENTH, to all other Obligations and other obligations that
            shall have become due and payable under the Credit Documents
            otherwise and not repaid pursuant to clauses "FIRST" through "SIXTH"
            above; and

                  EIGHTH, to the payment of the surplus, if any, to whoever may
            be lawfully entitled to receive such surplus.

      In carrying out the foregoing, (i) amounts received shall be applied in
      the numerical order provided until exhausted prior to application to the
      next succeeding category; (ii) except as otherwise provided, the Lenders
      shall receive amounts ratably in accordance with their respective pro rata
      share (based on the proportion that then outstanding Obligations held by
      such Lenders bears to the aggregate amount of Obligations then
      outstanding) of amounts available to be applied pursuant to clauses
      "FOURTH", "FIFTH" and "SEVENTH" above; (iii) except as otherwise provided,
      the Lenders and, with respect to Hedging Agreements, their Affiliates,
      shall receive amounts ratably in accordance with their respective pro rata
      share (based on the proportion that then outstanding Obligations and
      obligations under such Hedging Agreements held by such Lender or such
      Affiliate bears to the aggregate amount of then outstanding Obligations
      and obligations under such Hedging Agreements held by all Lenders and
      Affiliates) of amounts available to be applied pursuant to clauses "SIXTH"
      above; and (iv) to the extent that any amounts available for distribution
      pursuant to clause "SIXTH" above are attributable to the issued but
      undrawn amount of outstanding Letters of Credit, such amounts shall be
      held by the Administrative Agent in a cash collateral account and applied
      (A) first, to reimburse the Issuing Lender for any drawings under such
      Letters of Credit and (B) then, following the expiration of all Letters of
      Credit, to all other obligations of the types described in clauses "FIFTH"
      and "SIXTH" above in the manner provided in this Section 3.15(b).

3.16  Evidence of Debt.

      (a)   Each Lender shall maintain an account or accounts evidencing each
Loan made by such Lender to the Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Credit Agreement. Each Lender will make reasonable efforts to
maintain the accuracy of its account or accounts and to promptly update its
account or accounts from time to time, as necessary.

      (b)   The Administrative Agent shall maintain the Register pursuant to
Section 11.3(c), and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount, type and Interest
Period of each Loan hereunder, (ii) the amount of any principal or interest due
and payable or to become due and payable to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from or for the
account of the Borrower and each Lender's share thereof. The Administrative
Agent will make reasonable efforts to maintain the accuracy of the subaccounts
referred to in the preceding sentence and to promptly update such subaccounts
from time to time, as necessary.

      (c)   The entries made in the accounts, Register and subaccounts
maintained pursuant to subsection (b) of this Section 3.16 (and, if consistent
with the entries of the Administrative Agent, subsection (a)) shall be prima
facie evidence of the existence and amounts of the obligations of the Credit
Parties therein recorded; provided, however, that the failure of any Lender or
the Administrative Agent to maintain any such
<PAGE>
account, such Register or such subaccount, as applicable, or any error therein,
shall not in any manner affect the obligation of the Credit Parties to repay the
Obligations and other amounts owing hereunder to such Lender.

3.17  Treatment of Affected Lenders.

      If (a) a Lender requests compensation pursuant to Section 3.6, 3.9 or
3.11, (b) the obligation of a Lender to make Eurodollar Loans or to Continue, or
to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to
Section 3.8 or 3.9, (c) any Lender fails to consent to any waiver, consent,
amendment or other modification to any Credit Document which (i) requires the
unanimous written consent of all the Lenders under Section 11.6 and (ii) has
been approved in writing by the Required Lenders, or (d) any Lender shall be a
Defaulting Lender (any of the events described in clauses (a) through (d) above
are "Replacement Events")), then, so long as there does not then exist any Event
of Default, the Borrower may demand that such Lender (the "Affected Lender"),
and upon such demand the Affected Lender shall promptly, assign all of its
Commitments, if any, and Loans to one or more Eligible Assignees arranged by the
Borrower in accordance with Section 11.3 for a purchase price equal to the
aggregate principal balance of Loans then owing to the Affected Lender plus any
accrued but unpaid interest thereon and any accrued but unpaid fees owing to the
Affected Lender, provided that (i) the Borrower shall notify the Affected Lender
of its intention to replace the Affected Lender within fifteen (15) days after
the applicable Replacement Event, (ii) the Borrower shall arrange for the
consummation of such assignment(s) within thirty (30) days after the applicable
Replacement Event, and (iii) in the case of an Affected Lender that has
requested compensation pursuant to Section 3.6, 3.9 or 3.11, the Borrower shall
have paid to the Affected Lender such compensation. If the Borrower does not
comply with clauses (i), (ii) and (iii) of the immediately preceding sentence,
the Borrower's rights under this Section 3.16 with respect to the applicable
Replacement Event shall terminate. Each of the Administrative Agent and the
Affected Lender shall reasonably cooperate in effectuating the replacement of an
Affected Lender under this Section, but at no time shall the Administrative
Agent or the Affected Lender be obligated in any way whatsoever to initiate any
such replacement. The exercise by the Borrower of its rights under this Section
shall be at the Borrower's sole cost and expense.


                                    SECTION 4

                                    GUARANTY

4.1   The Guaranty.

      (a)   Each of the Guarantors hereby jointly and severally guarantees to
the Administrative Agent and to each of the holders of Guaranteed Obligations,
as hereinafter provided, as primary obligor and not as surety, the prompt
payment of the Guaranteed Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
Each of the Guarantors hereby further agrees that if any of the Guaranteed
Obligations are not paid in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or renewal.

      (b)   Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, to the extent the
obligations of a Guarantor shall be adjudicated to be
<PAGE>
invalid or unenforceable for any reason (including, without limitation, because
of any applicable state, provincial or federal law relating to fraudulent
conveyances or transfers or the granting of financial assistance) then the
obligations of each Guarantor under this Credit Agreement and the other Credit
Documents shall be limited to the maximum amount that is permissible under
applicable law (whether federal, state or provincial and including, without
limitation, the Bankruptcy Code). In such case or otherwise at the request of
the Administrative Agent, each Credit Party shall take such action and shall
execute and deliver all such further documents required by the Administrative
Agent to cause the obligations of such Guarantor to be enforceable to the extent
required by this Credit Agreement.

4.2   Obligations Unconditional.

      The obligations of the Guarantors under Section 4.1 are joint and several,
absolute and unconditional, irrespective of the value, genuineness, validity,
regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Guaranteed Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.2 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances. Each Guarantor agrees that such Guarantor shall
have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Section 4 until
such time as the holders of the Guaranteed Obligations have been paid in full in
respect of all Guaranteed Obligations, all Commitments under this Credit
Agreement have been terminated and no Person or Governmental Authority shall
have any right to request any return or reimbursement of funds from the Lenders
in connection with monies received under the Credit Documents or Hedging
Agreements between any member of the Consolidated Group and any Lender, or any
Affiliate of a Lender. Without limiting the generality of the foregoing, it is
agreed that, to the fullest extent permitted by law, the occurrence of any one
or more of the following shall not alter or impair the liability of any
Guarantor hereunder, which shall remain absolute and unconditional as described
above:

            (a)   at any time or from time to time, without notice to any
      Guarantor, the time for any performance of or compliance with any of the
      Guaranteed Obligations shall be extended, or such performance or
      compliance shall be waived;

            (b)   any of the acts mentioned in any of the provisions of any of
      the Credit Documents, any Hedging Agreement between any member of the
      Consolidated Group and any Lender or any Affiliate of a Lender, or any
      other agreement or instrument referred to in the Credit Documents or such
      Hedging Agreements shall be done or omitted;

            (c)   the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be modified,
      supplemented or amended in any respect, or any right under any of the
      Credit Documents, any Hedging Agreement between any member of the
      Consolidated Group and any Lender or any Affiliate of a Lender, or any
      other agreement or instrument referred to in the Credit Documents or such
      Hedging Agreements shall be waived or any other guarantee of any of the
      Guaranteed Obligations or any security therefor shall be released,
      impaired or exchanged in whole or in part or otherwise dealt with;

            (d)   any Lien granted to, or in favor of, the Administrative Agent
      or any Lender or Lenders as security for any of the Guaranteed Obligations
      shall fail to attach or be perfected; or

            (e)   any of the Guaranteed Obligations shall be determined to be
      void or voidable (including, without limitation, for the benefit of any
      creditor of any Guarantor) or shall be
<PAGE>
      subordinated to the claims of any Person (including, without limitation,
      any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Person under any of
the Credit Documents, any Hedging Agreement between any member of the
Consolidated Group and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Credit Documents or such Hedging
Agreements, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

4.3   Reinstatement.

      The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, reasonable attorneys' fees actually
incurred and expenses but excluding the allocated cost of internal counsel)
incurred by the Administrative Agent or such Lender in connection with such
rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.

4.4   Certain Additional Waivers.

      Each Guarantor agrees that such Guarantor shall have no right of recourse
to security for the Guaranteed Obligations, except through the exercise of
rights of subrogation pursuant to Section 4.2 and through the exercise of rights
of contribution pursuant to Section 4.6.

4.5   Remedies.

      The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Guaranteed Obligations may be declared to be
forthwith due and payable as provided in Section 9.2 (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Section 9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Guaranteed
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Guaranteed Obligations
being deemed to have become automatically due and payable), the Guaranteed
Obligations (whether or not due and payable by any other Person) shall forthwith
become due and payable by the Guarantors for purposes of Section 4.1. The
Guarantors acknowledge and agree that their obligations hereunder are secured in
accordance with the terms of the Collateral Documents and that the Lenders may
exercise their remedies thereunder in accordance with the terms thereof.

4.6   Rights of Contribution.

      The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
succeeding provisions of this Section 4.6), pay to such Excess Funding Guarantor
an amount equal to such Guarantor's Pro Rata Share (as defined below and
determined, for this
<PAGE>
purpose, without reference to the properties, assets, liabilities and debts of
such Excess Funding Guarantor) of such Excess Payment (as defined below). The
payment obligation of any Guarantor to any Excess Funding Guarantor under this
Section 4.6 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor under the other provisions
of this Section 4, and such Excess Funding Guarantor shall not exercise any
right or remedy with respect to such excess until payment and satisfaction in
full of all of such obligations. For purposes hereof, (a) "Excess Funding
Guarantor" shall mean, in respect of any obligations arising under the other
provisions of this Section 4 (hereafter, the "Guaranty Obligations"), a
Guarantor that has paid an amount in excess of its Pro Rata Share of the
Guaranty Obligations; (b) "Excess Payment" shall mean, in respect of any
Guaranty Obligations, the amount paid by an Excess Funding Guarantor in excess
of its Pro Rata Share of such Guaranty Obligations; and (c) "Pro Rata Share",
for the purposes of this Section 4.6, shall mean, for any Guarantor, the ratio
(expressed as a percentage) of (i) the amount by which the aggregate present
fair saleable value of all of its assets and properties exceeds the amount of
all debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair
saleable value of all assets and other properties of the Borrower and all of the
Guarantors exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of the Borrower and the Guarantors hereunder) of the Borrower
and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes
a party hereto subsequent to the Closing Date, then for the purposes of this
Section 4.6 such subsequent Guarantor shall be deemed to have been a Guarantor
as of the Closing Date and the information pertaining to, and only pertaining
to, such Guarantor as of the date such Guarantor became a Guarantor shall be
deemed true as of the Closing Date).

4.7   Guarantee of Payment; Continuing Guarantee.

      The guarantee in this Section 4 is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.


                                    SECTION 5

                                   CONDITIONS

5.1   Closing Conditions.

      The obligation of the Lenders to enter into this Credit Agreement and to
make the initial Extensions of Credit shall be subject to satisfaction of the
following conditions (in form and substance acceptable to the Lenders):

            (a)   Executed Credit Documents. Receipt by the Administrative Agent
      of: (i) multiple counterparts of this Credit Agreement, (ii) a Revolving
      Note for each Revolving Lender, (iii) a Tranche A Term Note for each
      Tranche A Term Lender, (iv) a Tranche B Term Note for each Tranche B Term
      Lender and (v) multiple counterparts of the Collateral Documents, in each
      case executed by a duly authorized officer of each party thereto and in
      each case conforming to the requirements of this Credit Agreement.

            (b)   Transaction Documents. The Administrative Agent shall have
      received a certified copy of the definitive purchase agreement and all
      other related material documentation for the Transaction (including,
      without limitation, the Services and Transition Agreement) (in each case
      including schedules and exhibits), together with all amendments,
      modifications, supplements and waivers, all of which shall be in form and
      substance reasonably satisfactory to the Administrative
<PAGE>
      Agent. The aggregate purchase price and the cash portion of the aggregate
      purchase price for the Transaction shall not be in excess of the aggregate
      purchase price contemplated by the Asset Purchase Agreement as in effect
      on January 2, 2002.

            (c)   Consummation of Transaction. The Administrative Agent shall
      have received reasonably satisfactory evidence that the Transaction shall
      have been consummated (or contemporaneous with the advances of the initial
      Loans hereunder will be consummated) substantially in accordance with the
      terms of the Transaction Documents and substantially in compliance with
      applicable law and regulatory approvals.

            (d)   Financial Information.

                  (i)   The Administrative Agent shall have received (A) the
            consolidated financial statements of the Borrower and its
            subsidiaries for the fiscal years ended June 30, 1999, 2000 and
            2001, including balance sheets, income and cash flow statements, in
            each case audited by independent public accountants of recognized
            national standing and prepared in conformity with GAAP, (B) interim
            quarterly financial statements of the Borrower and its subsidiaries
            for the fiscal quarter ending December 31, 2001 (and March 31, 2002
            if the Borrower has made such financial statements available
            publicly), (C) a pro forma balance sheet and income statement of the
            Borrower and its subsidiaries giving effect to the Transaction as
            contained in the Form S-4 filed with the Securities and Exchange
            Commission by the Borrower in connection with the Transaction (the
            pro forma statements described in this clause (C) are herein
            referred to as the "Pro Forma Statements") and (D) such other
            information relating to the Transaction as the Administrative Agent
            may reasonably request.

                  (ii)  The Administrative Agent shall have received and in each
            case approved (A) the consolidated financial statements of the
            Acquired Company for the fiscal years ended January 2, 2000,
            December 31, 2000 and December 30, 2001 and for the nine months
            ending September 30, 2001, including balance sheets and statements
            of income and stockholders' equity, in each case audited by
            independent public accountants of recognized national standing and
            prepared in conformity with GAAP and (B) interim monthly financial
            statements of the Acquired Company for January 2002 and February
            2002.

                  (iii) The Administrative Agent and the Lenders shall have
            received such other financial information regarding the members of
            the Consolidated Group as may be reasonably requested by the
            Administrative Agent and the Lenders.

            (e)   Legal Opinions. Receipt by the Administrative Agent of
      multiple counterparts of opinions of counsel for the Credit Parties
      relating to the Credit Documents and the transactions contemplated
      therein, in form and substance satisfactory to the Administrative Agent
      and the Lenders, and including, among other things, opinions regarding
      enforceability of the Credit Documents and the perfection of the security
      interests created thereby.

            (f)   Corporate Documents. Receipt by the Administrative Agent of
      the following (or the equivalent) for each of the Credit Parties:

                  (i)   Charter Documents. Copies of the articles or
            certificates of incorporation or other charter documents of such
            Credit Party certified to be true and complete as of a recent date
            by the appropriate Governmental Authority of the state or other
            jurisdiction of its
<PAGE>
            incorporation and certified by a secretary or assistant secretary
            (or individual performing equivalent function) of such Credit Party
            to be true and correct as of the Closing Date.

                  (ii)  Bylaws. A copy of the bylaws, operating agreement or
            equivalent of such Credit Party certified by a secretary or
            assistant secretary (or individual performing equivalent function)
            of such Credit Party to be true and correct and in force and effect
            as of the Closing Date.

                  (iii) Resolutions. Copies of resolutions of the board of
            directors (or comparable group of individuals) of such Credit Party
            approving and adopting the Credit Documents to which it is a party,
            the transactions contemplated therein and authorizing execution and
            delivery thereof, certified by a secretary or assistant secretary
            (or individual performing equivalent function) of such Credit Party
            to be true and correct and in force and effect as of the Closing
            Date.

                  (iv)  Good Standing. A copy of a certificate of good standing,
            existence or its equivalent certified as of a recent date by the
            appropriate governmental authorities of the state of incorporation
            and of the state where such Credit Party maintains its principal
            place of business.

                  (v)   Officer's Certificate. An officer's certificate for each
            of the Credit Parties dated as of the Closing Date substantially in
            the form of Exhibit 5.1 with appropriate insertions and attachments.

            (g)   Officer's Certificates. The Administrative Agent shall have
      received a certificate or certificates executed by a Responsible Officer
      of the Borrower as of the Closing Date, in form and substance satisfactory
      to the Administrative Agent, (i) confirming the matters contained in
      clauses (i) and (j) of this Section 5.1 and (ii) stating that immediately
      after giving effect to the initial Loans made and Letters of Credit issued
      on the Closing Date, (A) no Default or Event of Default exists and (B) all
      representations and warranties contained herein and in the other Credit
      Documents are true and correct in all material respects.

            (h)   Personal Property Collateral. Receipt by the Administrative
      Agent of the following:

                  (i)   Uniform Commercial Code Searches. Searches of Uniform
            Commercial Code filings in the state of formation of each Credit
            Party, the jurisdiction of the chief executive office of each Credit
            Party and each jurisdiction where any Collateral is located and each
            other jurisdiction where a filing would need to be made in order to
            perfect the Lender's security interest in the Collateral, copies of
            the financing statements on file in such jurisdictions and evidence
            that no Liens exist other than Permitted Liens and Liens to be
            released in connection with the consummation of the Transaction.

                  (ii)  Intellectual Property Searches. Searches of ownership
            of, and Liens on, Intellectual Property of each Credit Party in the
            appropriate governmental offices and evidence that no Liens exist
            other than Permitted Liens and Liens to be released in connection
            with the consummation of the Transaction;

                  (iii) Intellectual Property Filings. Such patent, trademark
            and copyright notices and filings as necessary or appropriate, in
            the Administrative Agent's discretion, to perfect the security
            interests in Intellectual Property.
<PAGE>
                  (iv)  Certificated Interests. Original certificates evidencing
            the Capital Stock pledged pursuant to the Collateral Documents,
            together with undated stock transfer powers executed in blank.

            (i)   Consents. All material governmental, shareholder and third
      party consents (including Hart-Scott Rodino clearance) and approvals
      necessary in connection with the Transaction and the other transactions
      contemplated hereby shall have been obtained (or appropriate waivers
      obtained); all such consents and approvals shall be in force and effect;
      and all applicable waiting periods shall have expired without any action
      being taken by any authority that could restrain, prevent or impose any
      material adverse conditions on the Transaction or such other transactions
      or that could seek or threaten any of the foregoing.

            (j)   Judgments; Litigation. There shall not exist (a) any order,
      decree, judgment, ruling or injunction which restrains the consummation of
      the Transaction in the manner contemplated by the Transaction Documents,
      and (b) any pending or threatened action, suit, investigation or
      proceeding, which could reasonably be expected to have a Material Adverse
      Effect.

            (k)   Availability. After giving effect to the Transaction and the
      initial Extensions of Credit made on the Closing Date, there shall be at
      least $35 million of availability existing under the Aggregate Revolving
      Committed Amount.

            (l)   Leasehold Interests. In the case of each of the real property
      leasehold interests of the Borrower and its Subsidiaries identified on
      Schedule 5.1, the Administrative Agent shall have received such estoppel
      letters, consents and waivers from the landlords on such real property as
      may be required by the Administrative Agent, which estoppel letters shall
      be in the form and substance reasonably satisfactory to the Agent.

            (m)   Evidence of Insurance. Receipt by the Administrative Agent of
      copies of insurance policies or certificates of insurance of the members
      of the Consolidated Group evidencing liability and casualty insurance
      meeting the requirements set forth in the Credit Documents, including,
      without limitation, naming the Collateral Agent as additional insured (in
      the case of liability insurance) or sole loss payee (in the case of
      casualty insurance) on behalf of the Lenders.

            (n)   Fees and Expenses. The Borrower shall have paid to the
      Administrative Agent and the Lenders all fees and expenses required to be
      paid on or before the Closing Date.

5.2   Conditions to all Extensions of Credit.

      The obligation of each Lender to make any Extension of Credit hereunder
(including the initial Extension of Credit to be made hereunder) is subject to
the satisfaction of the following conditions precedent:

            (a)   Representations and Warranties. The representations and
      warranties made by the Credit Parties herein and in the other Credit
      Documents and that are contained in any certificate furnished at any time
      under or in connection herewith shall be true and correct in all material
      respects on and as of the date of such Extension of Credit as if made on
      and as of such date (except for those that expressly relate to an earlier
      date).
<PAGE>
            (b)   No Default or Event of Default. No Default or Event of Default
      shall have occurred and be continuing on the date of such Extension of
      Credit or after giving effect to such Extension of Credit unless such
      Default or Event of Default shall have been waived in accordance with this
      Credit Agreement.

            (c)   Other Conditions. The Borrower shall have satisfied the
      conditions set forth in Section 2 and, in the case of Continuations and
      Conversions, Section 3.2.

      Each request for an Extension of Credit (including Continuations and
Conversions) and each acceptance by the Borrower of an Extension of Credit
(including Continuations and Conversions) shall be deemed to constitute a
representation and warranty by the Borrower as of the date of such Extension of
Credit that the applicable conditions in this Section 5.2 have been satisfied.


                                   SECTION 6

                         REPRESENTATIONS AND WARRANTIES

      To induce the Lenders to enter into this Credit Agreement and to make the
Extensions of Credit hereunder, each of the Credit Parties hereby represents and
warrants to the Administrative Agent and to each Lender that:

6.1   Financial Condition.

      Each of the financial statements described below (copies of which have
heretofore been provided to the Administrative Agent for distribution to the
Lenders) have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby, are complete and correct in all material
respects and present fairly, in all material respects, the financial condition
and results from operations of the entities and for the periods specified,
subject in the case of interim company-prepared statements to normal year-end
adjustments and the absence of footnotes:

            (a)   the audited consolidated balance sheets of the Borrower and
      its consolidated Subsidiaries dated as of June 30, 1999, June 30, 2000 and
      June 30, 2001, together with the related audited statements of income,
      stockholders' equity and cash flows for the respective fiscal years then
      ended, certified by Ernst & Young LLP, certified public accountants;

            (b)   the unaudited, company-prepared balance sheets of the Borrower
      and its consolidated Subsidiaries dated as of December 31, 2001, together
      with the related unaudited, company-prepared statements of income,
      stockholders' equity and cash flows for the fiscal quarter then ended;

            (c)   the audited consolidated balance sheets of the Acquired
      Company dated as of January 2, 2000, December 31, 2000 and December 30,
      2001, together with the related audited statements of income and
      stockholders' equity for the respective fiscal years then ended, certified
      by Ernst & Young LLP, certified public accountants;

            (d)   the audited consolidated balance sheet of the Acquired Company
      dated as of September 30, 2001, together with the related audited
      statements of income and stockholders' equity for the nine month period
      then ended, certified by Ernst & Young LLP, certified public accountants;
      and
<PAGE>
            (e)   after the Closing Date, the annual and quarterly financial
      statements provided in accordance with Sections 7.1(a) and (b).

      The Pro Forma Statements are based upon reasonable assumptions made known
to the Lenders and upon information not known to be incorrect or misleading in
any material respect. The representations regarding the financial statements
referred to in the immediately preceding subsections (c) and (d) are only made
to the knowledge of the Responsible Officers of the Borrower as of the date such
representation is made.

6.2   No Changes or Restricted Payments.

      Since June 30, 2001:

            (a)   for the period to the Closing Date, except as previously
      disclosed in writing to the Administrative Agent and the Lenders or except
      as disclosed in any public filings or reports filed by the Borrower with
      the Securities and Exchange Commission, (i) there have been no material
      sales, transfers or other dispositions of any material part of the
      business or property of the members of the Consolidated Group, nor have
      there been any material purchases or other acquisitions of any business or
      property (including the Capital Stock of any other person) by the members
      of the Consolidated Group, that are not reflected in the annual audited or
      company-prepared quarterly financial statements referenced in Section
      6.1(a) and (b) hereof, and (ii) no Restricted Payments have been declared
      or paid by members of the Consolidated Group; and

            (b)   there has been no circumstance, development or event relating
      to or affecting the members of the Consolidated Group that has had or
      could reasonably be expected to have a Material Adverse Effect.

6.3   Organization; Existence; Compliance with Law.

      Each of the members of the Consolidated Group (a) is duly organized or
formed, as the case may be, validly existing and in good standing under the laws
of the jurisdiction of its organization or formation, (b) has the corporate or
other necessary power and authority, and the legal right to own and operate its
Property, to lease the Property it leases as lessee and to conduct the business
in which it is currently engaged, (c) is duly qualified as a foreign entity and
in good standing under the laws of each jurisdiction where its ownership, lease
or operation of Property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not, in the aggregate, be reasonably
expected to have a Material Adverse Effect, and (d) is in compliance with all
Medicare Regulations, Medicaid Regulations and all other Requirements of Law
applicable to it, or to its Properties, except to the extent that the failure to
comply therewith could not, in the aggregate, be reasonably expected to have a
Material Adverse Effect. Without limiting the generality of the foregoing, with
respect to each member of the Consolidated Group (and in each case, except as
would not be reasonably expected to have a Material Adverse Effect):

            (i)   There is (A) no member of the Consolidated Group or, to the
      knowledge of the Responsible Officers of the Borrower, no individual
      employed by any member of the Consolidated Group that could reasonably be
      expected to have criminal culpability or to be excluded from participation
      in any Medical Reimbursement Program for corporate or individual actions
      or failures to act where such culpability or exclusion has resulted or
      could reasonably be expected to result in an Exclusion Event; and (B) to
      the knowledge of the Responsible Officers of the Borrower, no officer
      continuing to be employed by the Consolidated Group who may be expected to
      have individual culpability for matters under investigation by the OIG or
      other
<PAGE>
      Governmental Authority unless such officer has been, within a reasonable
      period of time after discovery of such actual or potential culpability,
      either suspended or removed from positions of responsibility related to
      those activities under challenge by the OIG or other Governmental
      Authority or otherwise dealt with in a manner consistent with the
      corporate compliance program referred to in Section 7.15 hereof;

            (ii)  Current billing policies, arrangements, protocols and
      instructions comply with requirements of Medical Reimbursement Programs,
      except where any such failure to comply could not reasonably be expected
      to result in an Exclusion Event;

            (iii) Current medical director compensation arrangements comply with
      state and federal anti-kick back, fraud and abuse, and Stark I and II
      requirements, except where any such failure to comply could not reasonably
      be expected to result in an Exclusion Event.

6.4   Power; Authorization; Enforceable Obligations.

      Each of the Credit Parties has the corporate or other necessary power and
authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate or other
action to authorize the execution, delivery and performance by it of the Credit
Documents to which it is a party. No material consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with acceptance of
Extensions of Credit or the making of the guaranties hereunder or with the
execution, delivery or performance of any Credit Documents by the Credit Parties
(other than those that have been obtained, such filings as are required by the
Securities and Exchange Commission and to fulfill other reporting requirements
with Governmental Authorities) or with the validity or enforceability of any
Credit Document against the Credit Parties (except such filings as are necessary
in connection with the perfection of the Liens created by such Credit
Documents). Each Credit Document constitutes a legal, valid and binding
obligation of each Credit Party party thereto enforceable against such Credit
Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

6.5   No Legal Bar.

      The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any Requirement of Law or any Contractual Obligation of any member of the
Consolidated Group (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of any
Lien on any of the Properties or revenues of any member of the Consolidated
Group pursuant to any Requirement of Law or Contractual Obligation other than
the Liens arising under or contemplated in connection with the Credit Documents.

6.6   No Material Litigation and Disputes.

      (a)   No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of the
Responsible Officers of the Borrower, threatened by or against, any members of
the Consolidated Group or against any of their respective Properties or revenues
that (i) relate to the Credit Documents or any of the transactions contemplated
hereby or thereby or (ii) could reasonably be expected to have a Material
Adverse Effect.
<PAGE>
      (b)   No default exists and, to the knowledge of the Responsible Officers
of the Borrower, no default has been asserted, under any Contractual Obligations
to which any members of the Consolidated Group are party that individually or in
the aggregate could reasonably be expected to have a Material Adverse Effect.

6.7   No Defaults.

      No Default or Event of Default has occurred and is continuing.

6.8   Ownership and Operation of Property.

      Each of the members of the Consolidated Group (i) has good and marketable
title to, or a valid leasehold interest in, all its material real property, and
good title to, or a valid leasehold interest in, all its other material
Property, and none of such Property is subject to any Lien, except for Permitted
Liens, and (ii) has obtained all licenses, permits, franchises or other
certifications, consents, approvals and authorizations, governmental or private,
required as a result of the ownership of its Property and to the conduct of its
business other than those the failure of which to obtain could not reasonably be
expected to have a Material Adverse Effect.

6.9   Intellectual Property.

      (a)   Each of the members of the Consolidated Group owns, or has the legal
right to use, all United States trademarks, tradenames, copyrights, patents,
technology, know-how and processes, if any, necessary for each of them to
conduct its business as currently conducted (the "Intellectual Property") except
for those the failure to own or have such legal right to use would not be
reasonably expected to have a Material Adverse Effect. No claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does any Credit Party know of any such claim, and the
use of such Intellectual Property by the members of the Consolidated Group does
not infringe on the rights of any Person, except for such claims and
infringements that, in the aggregate, would not be reasonably expected to have a
Material Adverse Effect.

      (b)   Set forth on Schedule 6.9 is a list of the Intellectual Property as
of the Closing Date.

6.10  Taxes.

      Each of the members of the Consolidated Group has filed or caused to be
filed all material income tax returns (federal, state, local and foreign) and
all other material tax returns that are required to be filed and has paid (i)
all amounts shown therein to be due (including interest and penalties) and (ii)
all other material taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles
taxes) owing, except for such taxes that are not yet delinquent or as are being
contested in good faith by appropriate proceedings for which adequate reserves,
if any, determined in accordance with GAAP have been established unless the
failure to make any such payment could give rise to an immediate right to
foreclose on a Lien securing such amounts. No tax claim or assessment has been
asserted against members of the Consolidated Group that could reasonably be
expected to have a Material Adverse Effect.

6.11  ERISA.

      Except as could not reasonably be expected to have a Material Adverse
Effect:
<PAGE>
            (a)   During the five-year period prior to the date on which this
      representation is made or deemed made: (i) no ERISA Event has occurred,
      and, to the knowledge of the Responsible Officers of the Borrower, no
      event or condition has occurred or exists as a result of which any ERISA
      Event could reasonably be expected to occur, with respect to any Plan;
      (ii) no "accumulated funding deficiency," as such term is defined in
      Section 302 of ERISA and Section 412 of the Internal Revenue Code, whether
      or not waived, has occurred with respect to any Plan; (iii) each Plan has
      been maintained, operated, and funded in compliance with its own terms and
      in material compliance with the provisions of ERISA, the Internal Revenue
      Code, and any other applicable federal or state laws; and (iv) no lien in
      favor of the PBGC or a Plan has arisen or is reasonably likely to arise on
      account of any Plan.

            (b)   The actuarial present value of all "benefit liabilities" (as
      defined in Section 4001(a)(16) of ERISA), whether or not vested, under
      each Single Employer Plan, as of the last annual valuation date prior to
      the date on which this representation is made or deemed made (determined,
      in each case, in accordance with Financial Accounting Standards Board
      Statement 87, utilizing the actuarial assumptions used in such Plan's most
      recent actuarial valuation report), did not exceed as of such valuation
      date the fair market value of the assets of such Plan.

            (c)   No member of the Consolidated Group nor any ERISA Affiliate
      has incurred, or, to the knowledge of the Responsible Officers of the
      Borrower, could be reasonably expected to incur, any withdrawal liability
      under ERISA to any Multiemployer Plan or Multiple Employer Plan. No member
      of the Consolidated Group nor any ERISA Affiliate would become subject to
      any withdrawal liability under ERISA if any member of the Consolidated
      Group or any ERISA Affiliate were to withdraw completely from all
      Multiemployer Plans and Multiple Employer Plans as of the valuation date
      most closely preceding the date on which this representation is made or
      deemed made. No member of the Consolidated Group nor any ERISA Affiliate
      has received any notification that any Multiemployer Plan is in
      reorganization (within the meaning of Section 4241 of ERISA), is insolvent
      (within the meaning of Section 4245 of ERISA), or has been terminated
      (within the meaning of Title IV of ERISA), and no Multiemployer Plan is,
      to the knowledge of the Responsible Officers of the Borrower, reasonably
      expected to be in reorganization, insolvent, or terminated.

            (d)   No prohibited transaction (within the meaning of Section 406
      of ERISA or Section 4975 of the Internal Revenue Code) or breach of
      fiduciary responsibility has occurred with respect to a Plan that has
      subjected or may subject any member of the Consolidated Group or any ERISA
      Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of
      ERISA or Section 4975 of the Internal Revenue Code, or under any agreement
      or other instrument pursuant to which any member of the Consolidated Group
      or any ERISA Affiliate has agreed or is required to indemnify any person
      against any such liability.

            (e)   No member of the Consolidated Group nor any ERISA Affiliates
      has any material liability with respect to "expected post-retirement
      benefit obligations" within the meaning of the Financial Accounting
      Standards Board Statement 106. Each Plan that is a welfare plan (as
      defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and
      Section 4980B of the Internal Revenue Code apply has been administered in
      compliance in all material respects of such sections.

            (f)   Neither the execution and delivery of this Credit Agreement
      nor the consummation of the financing transactions contemplated thereunder
      will involve any transaction that is subject to the prohibitions of
      Sections 404, 406 or 407 of ERISA or in connection with which a tax could
      be imposed pursuant to Section 4975 of the Internal Revenue Code. The
      representation by the Credit Parties in the preceding sentence is made in
      reliance upon and subject to the accuracy of the Lenders' representation
      in Section 11.15 with respect to their source of funds and is subject, in
      the event that
<PAGE>
      the source of the funds used by the Lenders in connection with this
      transaction is an insurance company's general asset account, to the
      application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg.
      35,925 (1995), compliance with the regulations issued under Section
      401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction
      exemption or similar relief, to the effect that assets in an insurance
      company's general asset account do not constitute assets of an "employee
      benefit plan" within the meaning of Section 3(3) of ERISA of a "plan"
      within the meaning of Section 4975(e)(1) of the Internal Revenue Code.

6.12  Governmental Regulations, etc.

      (a)   "Margin stock" (within the meaning of Regulation U) does not
constitute more than twenty-five percent (25%) of the value of the consolidated
assets of the Borrower and its Subsidiaries. None of the transactions
contemplated by this Credit Agreement (including, without limitation, the direct
or indirect use of the proceeds of the Loans) will violate or result in a
violation of the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation
T, U or X.

      (b)   None of the members of the Consolidated Group is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940, each as amended. In addition,
none of the members of the Consolidated Group is (i) an "investment company"
registered or required to be registered under the Investment Company Act of
1940, as amended, and is not controlled by such a company, or (ii) a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

      (c)   No director, executive officer or principal shareholder of any
member of the Consolidated Group is a director, executive officer or principal
shareholder of any Lender. For the purposes hereof the terms "director",
"executive officer" and "principal shareholder" (when used with reference to any
Lender) have the respective meanings assigned thereto in Regulation O.

6.13  Subsidiaries.

      Set forth on Schedule 6.13 are all of the Subsidiaries of the Borrower as
of the Closing Date, including the jurisdiction of organization, classes of
Capital Stock (including options, warrants, rights of subscription, conversion
and exchangeability and other similar rights), ownership and ownership
percentages thereof. The outstanding shares of Capital Stock of each Subsidiary
have been validly issued, fully paid and are non-assessable and owned free of
Liens other than Permitted Liens and are not the subject of buy-sell, voting
trust or other shareholder agreement.

6.14  Purpose of Extensions of Credit.

      The proceeds of the Loans shall be used by the Borrower solely to (i) pay
the cash portion of the purchase price for the Transaction, (ii) pay fees and
expenses incurred in connection with the Transaction; and (iii) provide for
working capital and other general corporate purposes of the Borrower and its
Subsidiaries (including, without limitation, Permitted Acquisitions).

6.15  Environmental Matters.

      Except as could not reasonably be expected to have a Material Adverse
Effect:
<PAGE>
            (a)   Each of the facilities and properties owned, leased or
      operated by the members of the Consolidated Group (the "Subject
      Properties") and all operations at the Subject Properties are in
      compliance with all applicable Environmental Laws, and there is no
      violation of any Environmental Law with respect to the Subject Properties
      or the businesses operated by the members of the Consolidated Group (the
      "Businesses"), and there are no conditions relating to the Businesses or
      Subject Properties that could give rise to liability under any applicable
      Environmental Laws.

            (b)   None of the Subject Properties contains, or has previously
      contained, any Materials of Environmental Concern at, on or under the
      Subject Properties in amounts or concentrations that constitute or
      constituted a violation of, or could give rise to liability under,
      Environmental Laws.

            (c)   None of the members of the Consolidated Group has received any
      written or verbal notice of, or inquiry from any Governmental Authority
      regarding, any violation, alleged violation, non-compliance, liability or
      potential liability regarding environmental matters or compliance with
      Environmental Laws with regard to any of the Subject Properties or the
      Businesses, nor does any Responsible Officer of any member of the
      Consolidated Group have knowledge or reason to believe that any such
      notice will be received or is being threatened.

            (d)   Materials of Environmental Concern have not been transported
      or disposed of from the Subject Properties, or generated, treated, stored
      or disposed of at, on or under any of the Subject Properties or any other
      location, in each case by or on behalf any members of the Consolidated
      Group in violation of, or in a manner that would be reasonably likely to
      give rise to liability under, any applicable Environmental Law.

            (e)   No judicial proceeding or governmental or administrative
      action is pending or, to the knowledge of the Responsible Officers of any
      Credit Party, threatened, under any Environmental Law to which any member
      of the Consolidated Group is or will be named as a party, nor are there
      any consent decrees or other decrees, consent orders, administrative
      orders or other orders, or other administrative or judicial requirements
      outstanding under any Environmental Law with respect to any member of the
      Consolidated Group, the Subject Properties or the Businesses.

            (f)   There has been no release or, threat of release of Materials
      of Environmental Concern at or from the Subject Properties, or arising
      from or related to the operations (including, without limitation,
      disposal) of any member of the Consolidated Group in connection with the
      Subject Properties or otherwise in connection with the Businesses, in
      violation of or in amounts or in a manner that could give rise to
      liability under Environmental Laws.

6.16  No Material Misstatements.

      None of the information, reports, financial statements, exhibits or
schedules, taken as a whole, prepared by any member of the Consolidated Group
(or prepared by the Administrative Agent and approved by the Borrower) and
furnished by or on behalf of any member of the Consolidated Group to the
Administrative Agent or any Lender in connection with the negotiation of the
Credit Documents or included therein or delivered pursuant thereto contained,
contains or will contain any material misstatement of fact or omitted, omits or
will omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were, are or will be made, not
materially misleading, provided that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a
forecast or projection, each of the Credit Parties represents only that such
forecast or projection was prepared in good faith and based upon assumptions
believed to be reasonable.
<PAGE>
6.17  Labor Matters.

      Except as could not reasonably be expected to have a Material Adverse
Effect:

            (a)   There are no strikes or lockouts against any members of the
      Consolidated Group pending or, to the knowledge of the Responsible
      Officers of the Borrower, threatened;

            (b)   The hours worked by and payments made to employees of the
      Consolidated Group have not been in violation of the Fair Labor Standards
      Act or any other applicable federal, state, local or foreign law dealing
      with such matters in any case where a Material Adverse Effect could
      reasonably be expected to occur as a result of the violation thereof;

            (c)   All payments due from members of the Consolidated Group, or
      for which any claim may be made against a member of the Consolidated
      Group, on account of wages and employee health and welfare insurance and
      other benefits, have been paid or accrued as a liability on the books of
      the respective members of the Consolidated Group; and

            (d)   None of the members of the Consolidated Group is party to a
      collective bargaining agreement.

6.18  Collateral Documents.

      The Collateral Documents create valid security interests in, and Liens on,
the Collateral purported to be covered thereby, which security interests and
Liens are currently perfected security interests and Liens, prior to all other
Liens other than Permitted Liens.

6.19  Location of Real Property and Leased Premises.

      (a)   Set forth on Schedule 6.19(a) is a complete and correct list of all
real property located in the United States and owned or leased by any Credit
Party as of the Closing Date with street address and state where located.

      (b)   Set forth on Schedule 6.19(b) is a list of all locations (other than
those locations set forth on Schedule 6.19(a)) where any tangible personal
property of any Credit Party is located as of the Closing Date, including street
address and state where located.

      (c)   Set forth on Schedule 6.19(c) is the chief executive office, state
of formation and legal name of each Credit Party as of the Closing Date. If any
Credit Party changes its state of formation or legal name, the Borrower shall
notify the Administrative Agent thereof within thirty days after the date of
such change.

6.20  Fraud and Abuse.

      Except as would not reasonably be expected to constitute a Material
Adverse Effect, no member of the Consolidated Group or any of their respective
officers, directors or, to the knowledge of the Responsible Officers of the
Borrower, any Contract Providers have engaged in any activities that are
prohibited under Medicare Regulations or Medicaid Regulations, including,
without limitation, (i) knowingly and willfully making or causing to be made a
false statement or a misrepresentation of any material fact in any application
for any benefit or payment; (ii) knowingly and willfully making or causing to be
made any false statement or a misrepresentation of any material fact for use in
determining rights to any benefit or payment; (iii) failing to disclose
knowledge by a claimant of the occurrence of any
<PAGE>
event affecting the initial or continued right to any benefit or payment on its
own behalf or on behalf of another, with intent to secure such benefit or
payment fraudulently; (iv) knowingly and willfully soliciting or receiving any
remuneration (including any kickback, bribe or rebate), directly or indirectly,
overtly or covertly, in cash or in kind or offering to pay such remuneration (A)
in return for referring an individual to a Person for the furnishing or
arranging for the furnishing of any item or service for which payment may be
made in whole or in part by Medicare, Medicaid or other federal health care
program, or (B) in return for purchasing, leasing or ordering or arranging for
or recommending the purchasing, leasing or ordering of any good, facility,
service, or item for which payment may be made in whole or in part by Medicare,
Medicaid or other federal health program.

6.21  Licensing and Accreditation.

      Except as would not reasonably be expected to constitute a Material
Adverse Effect, each member of the Consolidated Group and, to the knowledge of
the Responsible Officers of the Borrower, each Contract Provider, has, to the
extent applicable: (i) obtained (or been duly assigned) all required
certificates of need or determinations of need as required by the relevant state
Governmental Authority for the acquisition, construction, expansion of,
investment in, operation of or management of its businesses as currently
operated; (ii) obtained and maintains in good standing all required licenses,
permits, authorizations and qualifications required under applicable law in
connection with the ownership, operation or management of each of its
Subsidiaries; (iii) to the extent prudent and customary in the industry in which
it is engaged, obtained and maintains accreditation from all generally
recognized accrediting agencies; and (iv) entered into and maintains in good
standing its status as a Medicare Supplier and as a Medicaid Supplier. Except as
would not reasonably be expected to constitute a Material Adverse Effect, to the
knowledge of the Responsible Officers of the Borrower, each Contract Provider is
duly licensed by each state, state agency, commission or other Governmental
Authority having jurisdiction over the provisions of such services by such
Person in the locations where the members of the Consolidated Group conduct
business, to the extent such licensing is required to enable such Person to
provide the professional services provided by such Person and otherwise as is
necessary to enable the Consolidated Group to operate as currently operated and
as contemplated to be operated, and all such required licenses are in full force
and effect on the date hereof and have not been revoked or suspended or
otherwise limited.

6.22  Solvency.

      Immediately after giving effect to the initial Extensions of Credit made
on the Closing Date, (i) the fair value of the assets of the Credit Parties
taken as a whole will exceed their consolidated debts and liabilities,
subordinated, contingent or otherwise; (ii) the present fair saleable value of
the property of the Credit Parties taken as a whole will be greater than the
amount that will be required to pay the probable liability of their consolidated
debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and mature; and (iii) the Credit
Parties taken as a whole will not have unreasonably small capital with which to
conduct the business in which they are engaged as such business is now conducted
and is proposed to be conducted following the Closing Date.

6.23  No Other Broker's Fees.

      None of the members of the Consolidated Group owes to any Person other
than the Lenders and their affiliates, or otherwise has any obligation in
respect of any finder's fees, broker's fees, investment banker's fees or other
similar fees in connection with the transactions contemplated in the Credit
Agreement and the other Credit Documents, other than the fees payable to Thomas
Weisel Partners LLC.
<PAGE>
6.24  Transaction.

         The Transaction has been consummated substantially in accordance with
the terms of Transaction Documents and substantially in compliance with
applicable material laws and regulatory approvals.


                                   SECTION 7

                             AFFIRMATIVE COVENANTS

      Each Credit Party hereby covenants and agrees that so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding or any Letter of Credit is outstanding,
and until all of the Commitments hereunder shall have terminated:

7.1   Information Covenants.

      The Credit Parties will furnish, or cause to be furnished, to the
Administrative Agent (with a copy for each of the Lenders):

            (a)   Annual Financial Statements. As soon as available, and in any
      event within ninety (90) days after the close of each fiscal year of the
      Borrower, a consolidated balance sheet of the Consolidated Group as of the
      end of such fiscal year, together with related consolidated statements of
      income, stockholders' equity and cash flows for such fiscal year, in each
      case setting forth in comparative form consolidated figures for the
      preceding fiscal year, all such financial information described above to
      be audited by Ernst & Young LLP or other independent certified public
      accountants of recognized national standing reasonably acceptable to the
      Administrative Agent and whose opinion shall be to the effect that such
      financial statements have been prepared in accordance with GAAP (except
      for changes with which such accountants concur) and shall not be limited
      as to the scope of the audit or qualified as to the status of the members
      of the Consolidated Group as a going concern or any other material
      qualifications or exceptions.

            (b)   Quarterly Financial Statements. As soon as available, and in
      any event within forty-five (45) days after the close of each fiscal
      quarter of the Borrower (other than the fourth fiscal quarter), an
      unaudited consolidated balance sheet of the Consolidated Group as of the
      end of such fiscal quarter, together with related unaudited consolidated
      statements of income, stockholders' equity, operations and retained
      earnings and of cash flows for such fiscal quarter, in each case setting
      forth in comparative form consolidated figures for the corresponding
      period of the preceding fiscal year, all such financial information
      described above to be accompanied by a certificate of a Responsible
      Officer of the Borrower to the effect that such quarterly financial
      statements fairly present in all material respects the financial condition
      of the Consolidated Group and have been prepared in accordance with GAAP,
      subject to changes resulting from audit and normal year-end audit
      adjustments.

            (c)   Officer's Certificate. At the time of delivery of the
      financial statements required by Sections 7.1(a) and 7.1(b) above, a
      certificate of a Responsible Officer of the Borrower substantially in the
      form of Exhibit 7.1(c), (i) demonstrating compliance with the financial
      covenants contained in Section 7.10 by calculation thereof as of the end
      of each such fiscal period and (ii) stating that no Default or Event of
      Default exists, or if any Default or Event of Default does exist,
      specifying the nature and extent thereof and what action the Credit
      Parties propose to take with respect thereto.
<PAGE>
            (d)   Annual Budgets. Within sixty (60) days following the end of
      each fiscal year of the Borrower, beginning with the fiscal year ending
      June 30, 2002, an annual capital budget and operating budget for the
      Consolidated Group for the then current fiscal year.

            (e)   Accountant's Certificate. Within the period for delivery of
      the annual financial statements provided in Section 7.1(a), a certificate
      of the accountants conducting the annual audit stating that they have
      reviewed this Credit Agreement and stating further whether, in the course
      of their audit, they have become aware of any Default or Event of Default
      under the financial covenants set forth in Section 7.10 and, if any such
      Default or Event of Default exists, specifying the nature and extent
      thereof.

            (f)   Schedule Updates. At the time of delivery of the financial
      statements required by Sections 7.1(a) and 7.1(b) above, a certificate of
      a Responsible Officer of the Borrower (i) listing of (A) all applications,
      if any, for Copyrights, Patents or Trademarks made since the date of the
      prior certificate (or, in the case of the first such certificate, the
      Closing Date) and (B) all issuances of registrations or letters on
      existing applications for Copyrights, Patents and Trademarks, and (ii)
      attaching the insurance binder or other evidence of insurance for any
      insurance coverage of any member of the Consolidated Group that was
      renewed, replaced or modified during the period covered by such financial
      statements.

            (g)   Auditor's Reports. Promptly (and in any event within thirty
      (30) days) upon receipt thereof, a copy of any other report or "management
      letter" submitted by independent accountants to any member of the
      Consolidated Group in connection with any annual, interim or special audit
      of the books of such Person.

            (h)   Reports. Within ten (10) days of the filing thereof, copies of
      all registration statements (excluding the exhibits thereto and any
      registration statements on Form S-8 or its equivalent), reports on Forms
      10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports
      which any member of the Consolidated Group shall file with the Securities
      and Exchange Commission, or any successor agency.

            (i)   Reports to Shareholders. Within ten (10) days of the mailing
      thereof to the shareholders of the Borrower generally, copies of all
      financial statements, reports and proxy statements so mailed.

            (j)   Environmental and OSHA Reports. Promptly (and in any event
      within ten (10) days) of the request of the Administrative Agent, all
      reports and written information to and from the United States
      Environmental Protection Agency, or any state or local agency responsible
      for environmental matters, the United States Occupational Safety and
      Health Administration, or any state or local agency responsible for health
      and safety matters, or any successor agencies or authorities concerning
      environmental, health or safety matters.

            (k)   Notices. Upon any Responsible Officer of a Credit Party
      obtaining knowledge thereof, the Credit Parties will give written notice
      to the Administrative Agent promptly (and in any event within five (5)
      Business Days) of (i) the occurrence of a Default or Event of Default,
      specifying the nature and existence thereof and what action the Credit
      Parties propose to take with respect thereto, and (ii) the occurrence of
      any of the following with respect to any member of the Consolidated Group:
      (A) the commencement of any litigation, arbitral or governmental
      proceeding against such member that could reasonably be expected to have a
      Material Adverse Effect; (B) the institution of any proceedings against
      such member with respect to an alleged violation of any federal, state or
      local law, rule or regulation, including, without limitation,
      Environmental Laws, the
<PAGE>
      violation of which could reasonably be expected to have a Material Adverse
      Effect; (C) the institution of any proceeding against such member to
      suspend, revoke or terminate its participation in a Medical Reimbursement
      Program or notice of an Exclusion Event, that, in each case if not
      promptly responded to, complied with or cured could reasonably be expected
      to result in an Exclusion Event; (D) the receipt of a notice of intent to
      exclude such member issued by the OIG that if not promptly responded to,
      complied with or cured could reasonably be expected to result in an
      Exclusion Event; or (E) a notice of loss of participation Medical
      Reimbursement Program or loss of applicable health care license or
      certificate of authority, and all other material deficiency notices,
      compliance orders or adverse reports issued by any Governmental Authority
      that, if not promptly responded to, complied with or cured, could
      reasonably be expected to result in the suspension or forfeiture of any
      license or certification necessary for the Borrower or any of its
      Subsidiaries to carry on its business as then conducted or the termination
      of its participation in a Medical Reimbursement Program available to the
      Borrower or any of its Subsidiaries.

            (l)   ERISA. Upon any Responsible Officer of a Credit Party
      obtaining knowledge thereof, the Credit Parties will give written notice
      to the Administrative Agent promptly (and in any event within ten (10)
      Business Days) of: (i) any event or condition, including, without
      limitation, any Reportable Event, that constitutes, or might reasonably
      lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan, the
      receipt of notice as prescribed in ERISA or otherwise of any withdrawal
      liability assessed against the Credit Parties or any ERISA Affiliates, or
      of a determination that any Multiemployer Plan is in reorganization or
      insolvent (both within the meaning of Title IV of ERISA); (iii) the
      failure to make full payment on or before the due date (including
      extensions) thereof of all amounts that any member of the Consolidated
      Group or any ERISA Affiliate is required to contribute to each Plan
      pursuant to its terms and as required to meet the minimum funding standard
      set forth in ERISA and the Internal Revenue Code with respect thereto, the
      failure of which could reasonably be expected to have a Material Adverse
      Effect; or (iv) any change in the funding status of any Plan that could
      reasonably be expected to have a Material Adverse Effect, together with a
      description of any such event or condition or a copy of any such notice
      and a statement by a Responsible Officer of the Borrower briefly setting
      forth the details regarding such event, condition, or notice, and the
      action, if any, that has been or is being taken or is proposed to be taken
      by the Credit Parties with respect thereto. Promptly upon request, the
      Credit Parties shall furnish the Administrative Agent and the Lenders with
      such additional information concerning any Plan as may be reasonably
      requested, including, without limitation, copies of each annual
      report/return (Form 5500 series), as well as all schedules and attachments
      thereto required to be filed with the Department of Labor and/or the
      Internal Revenue Service pursuant to ERISA and the Internal Revenue Code,
      respectively, for each "plan year" (within the meaning of Section 3(39) of
      ERISA).

            (m)   Environmental.

                  (i)   Upon the reasonable written request of the
            Administrative Agent following the occurrence of any event or the
            discovery of any condition that the Administrative Agent or the
            Required Lenders reasonably believe has caused (or could be
            reasonably expected to cause) the representations and warranties set
            forth in Section 6.15 to be untrue in any material respect, the
            Borrower will furnish or cause to be furnished to the Administrative
            Agent, at the Credit Parties' expense, a report of an environmental
            assessment of reasonable scope, form and depth, (including, where
            appropriate, invasive soil or groundwater sampling) by a consultant
            reasonably acceptable to the Administrative Agent as to the nature
            and extent of the presence of any Materials of Environmental Concern
            on any Subject Properties (as defined in Section 6.15) and as to the
            compliance by any member of the Consolidated Group with
            Environmental Laws at such Subject Properties. If the Credit
<PAGE>
            Parties fail to deliver such an environmental report within
            seventy-five (75) days after receipt of such written request then
            the Administrative Agent may arrange for the same, and the members
            of the Consolidated Group hereby grant to the Administrative Agent
            and their representatives access to the Subject Properties to
            reasonably undertake such an assessment (including, where
            appropriate, invasive soil or groundwater sampling). The reasonable
            cost of any assessment arranged for by the Administrative Agent
            pursuant to this provision will be payable by the Credit Parties on
            demand and added to the obligations secured by the Collateral
            Documents.

                  (ii)  The members of the Consolidated Group will conduct and
            complete all investigations, studies, sampling, and testing and all
            remedial, removal, and other actions necessary to address all
            Materials of Environmental Concern on, from or affecting any of the
            Subject Properties to the extent necessary to be in compliance with
            all Environmental Laws and with the validly issued orders and
            directives of all Governmental Authorities with jurisdiction over
            such Subject Properties to the extent any failure could reasonably
            be expected to have a Material Adverse Effect.

            (n)   Other Information. With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of any member of the Consolidated Group as the
      Administrative Agent or the Required Lenders may reasonably request.

7.2   Preservation of Existence and Franchises.

      Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary permitted under Section 8.4 or 8.5, each Credit
Party will, and will cause each of its Subsidiaries to, do all things necessary
to preserve and keep in full force and effect (a) its existence and (b) except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect, its Licenses, rights, franchises and authority.

7.3   Books and Records.

      Each Credit Party will, and will cause each of its Subsidiaries to, keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

7.4   Compliance with Law.

      Each Credit Party will, and will cause each of its Subsidiaries to, comply
with all laws, rules, regulations and orders, and all applicable restrictions
imposed by all Governmental Authorities, applicable to it and its Property if
noncompliance with any such law, rule, regulation, order or restriction could
reasonably be expected to have a Material Adverse Effect. Specifically, but
without limiting the foregoing, and except where any such failure to comply
could not reasonably be expected to result in either an Exclusion Event or a
Material Adverse Effect: (i) billing policies, arrangements, protocols and
instructions will comply with reimbursement requirements under Medical
Reimbursement Programs; and (ii) medical director compensation arrangements will
comply with state and federal anti-kick back/fraud and abuse, and Stark I and
II, requirements.

7.5   Payment of Taxes and Other Lawful Claims.

      Each Credit Party will, and will cause each of its Subsidiaries to, pay
and discharge (a) all material taxes, assessments and governmental charges or
levies imposed upon it, or upon its income or profits, or upon
<PAGE>
any of its properties, before they shall become delinquent, and (b) all material
lawful claims (including claims for labor, materials and supplies) that, if
unpaid, might give rise to a Lien upon any of its properties; provided, however,
that no member of the Consolidated Group shall be required to pay or discharge
any such tax, assessment, charge, levy or claim that is being contested in good
faith by appropriate proceedings for which adequate reserves, if any, determined
in accordance with GAAP have been established, unless the failure to make any
such payment (i) could give rise to an immediate right to foreclose on a Lien
securing such amounts or (ii) could reasonably be expected to have a Material
Adverse Effect.

7.6   Insurance.

      (a)   Each Credit Party will, and will cause each of its Subsidiaries to,
at all times maintain in full force and effect insurance (including workers'
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) in such amounts, covering such risks and liabilities and
with such deductibles or self-insurance retentions as are in accordance with
normal industry practice (or as otherwise required by the Collateral Documents).
The Collateral Agent shall be named as loss payee or mortgagee, as its interest
may appear, and/or additional insured with respect to any such insurance
providing coverage in respect of any Collateral, and each provider of any such
insurance shall agree, by endorsement upon the policy or policies issued by it
or by independent instruments furnished to the Collateral Agent, that it will
give the Collateral Agent thirty days prior written notice before any such
policy or policies shall be altered or canceled, and that no act or default of
any member of the Consolidated Group or any other Person shall affect the rights
of the Collateral Agent or the Lenders under such policy or policies.

      (b)   The insurance coverage of the members of the Consolidated Group as
in effect on the Closing Date is outlined as to carrier, policy number,
expiration date, type and amount on Schedule 7.6.

7.7   Maintenance of Property.

      Except as a result of transactions permitted under Sections 8.4 and 8.5 of
this Credit Agreement, each Credit Party will, and will cause each of its
Subsidiaries to, maintain and preserve its properties and equipment material to
the conduct of its business in good repair, working order and condition, normal
wear and tear and casualty and condemnation excepted, and will make, or cause to
be made, in such properties and equipment from time to time all repairs,
renewals, replacements, extensions, additions, betterments and improvements
thereto as may be needed or proper, to the extent and in the manner customary
for companies in similar businesses.

7.8   Use of Proceeds; Margin Stock.

      The Borrower will use the proceeds of Extensions of Credit solely for the
purposes set forth in Section 6.14. No part of the proceeds of the Extensions of
Credit hereunder will be used, directly or indirectly, for the purpose of
purchasing or carrying any "margin stock" within the meaning of Regulation U. If
requested by any Lender or the Administrative Agent, the Borrower will furnish
to the Administrative Agent and each Lender a statement to the foregoing effect
in conformity with the requirements of FR Form U-1 referred to in said
Regulation U. No indebtedness being reduced or retired out of the proceeds of
the Extensions of Credit hereunder was or will be incurred for the purpose of
purchasing or carrying any "margin stock" within the meaning of Regulation U or
any "margin security" within the meaning of Regulation T.
<PAGE>
7.9   Audits/Inspections.

      Upon reasonable notice and during normal business hours (or, following the
occurrence and during the continuation of an Event of Default, at any time
without notice), each Credit Party will, and will cause each of its Subsidiaries
to, permit representatives appointed by the Administrative Agent, including,
without limitation, independent accountants, agents, attorneys, and appraisers
to visit and inspect its property, including its books and records, its accounts
receivable and inventory, its facilities and its other business assets, and to
make photocopies or photographs thereof and to write down and record any
information such representative obtains and shall permit the Administrative
Agent or its representatives to investigate and verify the accuracy of
information provided to the Lenders and to discuss all such matters with the
officers, employees and representatives of such Person and the accountants and
auditors of such Person. The Credit Parties agree that the Administrative Agent,
and its representatives, may conduct one audit of the Collateral each calendar
year and such audit shall be at the expense of the Credit Parties.

7.10  Financial Covenants.

      (a)   Consolidated Leverage Ratio. As of the end of each fiscal quarter
set forth below, the Consolidated Leverage Ratio shall not be greater than the
ratio set forth opposite such fiscal quarter:

<TABLE>
<CAPTION>
                                                         Maximum Consolidated
                     Fiscal Quarter End                     Leverage Ratio
<S>                                                      <C>
            June 30, 2002                                     2.75:1.00
            September 30, 2002                                2.75:1.00
            December 31, 2002                                 2.75:1.00
            March 31, 2003                                    2.75:1.00
            June 30, 2003 and each fiscal quarter             2.50:1.00
            ending thereafter
</TABLE>

      (b)   Consolidated Fixed Charge Coverage Ratio. As of the end of each
fiscal quarter (commencing with the fiscal quarter ending June 30, 2002), the
Consolidated Fixed Charge Coverage Ratio shall not be less than 1.5:1.0.

      (c)   Consolidated Net Worth. As of the end of each fiscal quarter
(commencing with the fiscal quarter ending June 30, 2002), the Consolidated Net
Worth shall not be less than the sum of (i) $415,955,000 plus (ii) as of the end
of each fiscal quarter ending after March 31, 2002, an amount equal to
ninety-percent (90%) of Consolidated Net Income (but not less than zero) for
such fiscal quarter, such increases to be cumulative, plus (iii) an amount equal
to one hundred percent (100%) of net proceeds from Equity Transactions occurring
after the Closing Date (other than the equity issuance to the Sellers (as
defined in the Asset Purchase Agreement) as consideration for the Transaction).

      (d)   Consolidated Asset Coverage Ratio. As of the end of each fiscal
quarter (commencing with the fiscal quarter ending June 30, 2002), the
Consolidated Asset Coverage Ratio shall not be less than 1.50:1.0.

      (e)   Calculation of Financial Covenants on a Pro Forma Basis.
Notwithstanding anything herein to the contrary, the calculation of the
financial covenants in clauses (a), (b), (c) and (d) of this Section 7.10
(including, without limitation, for purposes of determining the applicable
pricing level under the definition of "Applicable Percentage") shall be made on
a Pro Forma Basis.
<PAGE>
7.11  Additional Guarantors; Foreign Subsidiaries.

      (a)   At any time the Borrower has any Domestic Subsidiary that is not a
Guarantor (other than any Immaterial Subsidiary, the Excluded Subsidiary and any
Securitization Subsidiary), the Borrower shall, within thirty (30) days of the
formation or acquisition of such Domestic Subsidiary, deliver, or cause such
Domestic Subsidiary to deliver, to the Administrative Agent (i) a Joinder
Agreement duly executed by such Domestic Subsidiary, (ii) such supporting
resolutions, incumbency certificates, corporate formation and organizational
documentation and opinions of counsel as the Administrative Agent may reasonably
request, (iii) a certificate of a Responsible Officer setting forth the legal
name, the jurisdiction of organization, classes of Capital Stock (including
options, warrants, rights of subscription, conversion and exchangeability and
other similar rights), ownership and ownership percentages of such Subsidiary,
and any buy-sell, voting trust or other shareholder agreement relating to such
Subsidiary, and (iv) such other items, including stock certificates and related
stock powers and UCC financing statements, as may be required under Section
7.13.

      (b)   The Borrower will not form or acquire any Foreign Subsidiaries.

7.12  Pledged Assets.

      Each Credit Party will cause (i) all of its owned personal property
located in the United States other than Excluded Property and (ii) all of its
Eligible Real Property to be subject at all times to first priority, perfected
and, in the case of real property (whether leased or owned), title insured Liens
in favor of the Collateral Agent to secure the obligations of the Borrower under
the Credit Documents pursuant to the Collateral Documents or, with respect to
any such Property acquired subsequent to the Closing Date, such other additional
security documents as the Collateral Agent shall reasonably request, subject in
any case to Permitted Liens. If any Credit Party acquires any Eligible Real
Property subsequent to the Closing Date, such Credit Party shall (a) within
thirty days of the acquisition thereof, notify the Administrative Agent thereof
and (b) within sixty days after the acquisition thereof, deliver to the
Collateral Agent with respect to such Eligible Real Property such surveys, title
policies, appraisals, environmental reports, insurance certificates and other
all documents, instruments and agreements reasonably requested by, and in each
case in form, scope and details reasonably satisfactory to, the Collateral
Agent.

7.13  Interest Rate Protection.

      Within sixty (60) days following the Closing Date, the Borrower shall have
entered into interest rate protection agreements protecting against fluctuations
in interest rates as to which the material terms are reasonably satisfactory to
the Administrative Agent, which agreements shall provide coverage in an amount
equal to at least fifty percent (50%) of the outstanding principal amount of the
Loans and for a duration of at least one (1) year.

7.14  Landlord Lien Waivers.

      The Credit Parties shall use commercially reasonable efforts to obtain
landlord lien waivers, in form and substance substantially similar to those
delivered on the Closing Date or otherwise reasonably satisfactory to the
Administrative Agent, for (a) each of the real property leasehold interests
identified on Schedule 5.1 for which such landlord lien waivers were not
provided on or before the Closing Date and (b) each other real property
leasehold interests where Other Premises Inventory is stored or held, in each
case unless waived by the Administrative Agent.
<PAGE>
                                   SECTION 8

                               NEGATIVE COVENANTS

      Each Credit Party hereby covenants and agrees that so long as this Credit
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding or any Letter of Credit is outstanding,
and until all of the Commitments hereunder shall have terminated:

8.1   Indebtedness.

      The Credit Parties will not permit any member of the Consolidated Group to
contract, create, incur, assume or permit to exist any Indebtedness, except:

            (a)   Indebtedness existing or arising under this Credit Agreement
      or the other Credit Documents;

            (b)   Indebtedness of the Borrower and its Subsidiaries existing on
      the Closing Date and set forth on Schedule 8.1, and renewals, refinancings
      and extensions thereof provided that (i) the aggregate principal amount
      thereof outstanding on the date of such renewal, refinancing or extension
      shall not be increased and (ii) the terms of such renewal, refinancing or
      extension shall not be materially less favorable to the respective
      obligors than the terms of such existing Indebtedness;

            (c)   purchase money Indebtedness (including obligations in respect
      of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower
      or any of its Subsidiaries to finance the purchase of fixed assets
      provided that (i) the total of all such Indebtedness for the Borrower and
      its Subsidiaries taken together shall not exceed an aggregate principal
      amount of $25,000,000 at any one time outstanding; (ii) such Indebtedness
      when incurred shall not exceed the purchase price of the asset(s)
      financed; and (iii) no such Indebtedness shall be refinanced for a
      principal amount in excess of the principal balance outstanding thereon at
      the time of such refinancing;

            (d)   obligations of the Borrower or any of its Subsidiaries owing
      under interest rate, commodities and foreign currency exchange protection
      agreements entered into in the ordinary course of business to manage
      existing or anticipated risks and not for speculative purposes;

            (e)   unsecured intercompany Indebtedness owing by a member of the
      Consolidated Group to another member of the Consolidated Group (subject,
      however, to the limitations of Section 8.6 in the case of the member of
      the Consolidated Group extending the loan, advance or credit);

            (f)   Support Obligations of any member of the Consolidated Group
      with respect to any Indebtedness of any other member of the Consolidated
      Group that is permitted under this Section 8.1;

            (g)   Indebtedness arising or existing with respect to Governmental
      Reimbursement Program Costs; and

            (h)   other unsecured Funded Debt of the Borrower and its
      Subsidiaries in an aggregate outstanding principal amount of up to
      $15,000,000 at any time.
<PAGE>
8.2   Liens.

      The Credit Parties will not permit any member of the Consolidated Group to
contract, create, incur, assume or permit to exist any Lien with respect to any
of its Property, whether now owned or after acquired, except for Permitted
Liens.

8.3   Nature of Business.

      The Credit Parties will not permit any member of the Consolidated Group to
substantively alter the character or conduct of the business conducted by such
Person as of the Closing Date; provided, the foregoing shall not prohibit any
member of the Consolidated Group from engaging in any type of business engaged
in by any other member of the Consolidated Group.

8.4   Merger and Consolidation, Dissolution and Acquisitions.

      (a)   No member of the Consolidated Group will enter into any transaction
of merger or consolidation, except that:

            (i)   a Credit Party may be party to a transaction of merger or
      consolidation with another Credit Party, provided that if the Borrower is
      a party to such transaction, it shall be the surviving entity;

            (ii)  a Foreign Subsidiary may be party to a transaction of merger
      or consolidation with a Subsidiary of the Borrower, provided that (A) if a
      Domestic Subsidiary is a party thereto, a Domestic Subsidiary shall be the
      surviving entity, and (B) if a Foreign Subsidiary is a party thereto and a
      Domestic Subsidiary is not a party thereto, the surviving entity shall be
      a Foreign Subsidiary;

            (iii) a Domestic Subsidiary of the Borrower may be a party to a
      transaction of merger or consolidation with a Person other than a member
      of the Consolidated Group, provided that (A) the surviving entity shall be
      a Domestic Subsidiary of the Borrower and (B) the transaction shall
      constitute a Permitted Acquisition; and

            (iv)  a Subsidiary of the Borrower may enter into a transaction of
      merger or consolidation in connection with an Asset Disposition permitted
      under Section 8.5.

      (b)   No member of the Consolidated Group may dissolve, liquidate or wind
up its affairs; provided, however, (i) a Wholly Owned Subsidiary of the Borrower
may dissolve, liquidate or wind up its affairs so long as no Material Adverse
Effect could reasonably be expected to result on account thereof and (ii) any
other Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs
so long as the Asset Disposition resulting from the disposition of Property
allocated or to be distributed to a Person other than the Borrower or any of its
Wholly Owned Subsidiaries in connection with such dissolution, liquidation or
winding up is otherwise permitted under Section 8.5 hereof.

      (c)   No member of the Consolidated Group shall make any Acquisition,
unless:

            (i)   in the case of an acquisition of Capital Stock of another
      Person, such Acquisition shall either (x) constitute a Permitted
      Acquisition or (y) the Required Lenders shall have consented to such
      Acquisition and the Borrower shall have delivered to the Required Lenders
      at least ten (10) Business Days prior to the date of such Acquisition the
      information described in the paragraph immediately following clause (ii)
      below with respect to such Acquisition;
<PAGE>
            (ii)  in the case of an Acquisition of all or any substantial
      portion of the Property (other than Capital Stock) of another Person, such
      Acquisition shall either (x) constitute a Permitted Acquisition or (y) the
      Required Lenders shall have consented to such Acquisition and the Borrower
      shall have delivered to the Required Lenders at least ten (10) Business
      Days prior to the date of such Acquisition the information described in
      the paragraph below with respect to such Acquisition.

      Within ten (10) Business Days of the consummation of any Permitted
Acquisition, the Borrower shall deliver to the Administrative Agent the
following information: (i) a copy of the signed acquisition agreement (together
with schedules and exhibits) and all other documents and instruments executed or
delivered in connection therewith that the Administrative Agent may reasonably
request; (ii) a written description of the Person (or Property) acquired,
including location and type of operations, key management, and real estate
assets (including legal descriptions of any owned real estate), if any; (iii) to
the extent available to the Borrower, audited or reviewed historical financial
statements of the Person (or Property) acquired for the prior two years and the
most recent interim statement; (iv) consolidated financial statements and
projections for each of the first four full fiscal quarters ending after the
closing of such Acquisition for both the Borrower and its Subsidiaries as well
as the Person (or Property) being acquired giving effect to such Acquisition on
a pro forma basis and (v) a copy of the package of financial and other
information delivered to the board of directors of the Borrower in connection
with their consideration of such Acquisition.

8.5   Asset Dispositions.

      The Credit Parties will not permit any member of the Consolidated Group to
make any Asset Disposition other than the Acute Disposition, unless (a) at least
eighty-five percent (85%) of the consideration paid therefor shall consist of
cash and Cash Equivalents and any consideration other than cash and Cash
Equivalents shall be limited to the Capital Stock of the purchaser, (b) if the
subject transaction is a Sale and Leaseback Transaction, such transaction shall
be permitted by Section 8.13, (c) if the subject transaction involves Capital
Stock of a Subsidiary, the subject transaction is of a controlling interest in
such Subsidiary, (d) the aggregate net book value of all assets sold, leased or
otherwise disposed of in any fiscal year shall not exceed five percent (5%) of
the total assets of the Consolidated Group determined on a consolidated basis in
accordance with GAAP as of the end of the immediately preceding fiscal year, (e)
the assets sold, leased or otherwise disposed of in any fiscal year shall not
have generated or accounted for more than five percent (5%) of Consolidated
EBITDA as of the end of the immediately preceding fiscal year, (f) no Default or
Event of Default shall exist immediately after giving effect thereto, (g) the
Borrower shall have delivered to the Administrative Agent a compliance
certificate signed by a Responsible Officer demonstrating compliance with the
financial covenants in Section 7.10 for the most recent period of four
consecutive fiscal quarters after giving effect to such Asset Disposition during
such period on a Pro Forma Basis and reaffirming that the representations and
warranties made hereunder are true and correct in all material respects as of
such date, and (h) the Borrower shall have given written notice to the
Administrative Agent at least ten (10) days in advance of the prospective
disposition, and the terms thereof, in sufficient detail as to the book value
and consideration to be paid, terms of disposition, and net proceeds expected
therefrom and intended application thereof.

      The Administrative Agent will promptly deliver to the Borrower upon
request, at the Borrower's expense, such release documentation (including
delivery of applicable stock certificates) as may be reasonably requested to
give effect to the release of subject Property from the Credit Documents
securing the obligations hereunder in connection with Asset Dispositions
permitted hereunder.
<PAGE>
8.6   Investments.

      The Credit Parties will not permit any member of the Consolidated Group to
make or permit to exist Investments in or to any Person, except for Permitted
Investments.

8.7   Restricted Payments.

      The Credit Parties will not make, or permit any member of the Consolidated
Group to make, any Restricted Payment, other than:

      (a)   any non-Wholly Owned Subsidiary may pay cash dividends to the
holders of its Capital Stock, provided that (i) such cash dividends shall be
allocated to such holders ratably based on their respective ownership
percentages of such Subsidiary, (ii) such cash dividends shall be paid solely
with the operating income of such Subsidiary and (iii) the aggregate revenues of
all non-Wholly Owned Subsidiaries as of the end of the immediately preceding
fiscal quarter shall not exceed $100 million; and

      (b)   the Borrower may make cash payments to repurchase outstanding shares
of its common stock, provided that (i) the Consolidated Leverage Ratio as of the
end of the immediately preceding fiscal quarter shall be equal to or less than
1.0:1.0, (ii) prior to making any such cash payment the Borrower shall deliver
to the Administrative Agent a compliance certificate signed by a Responsible
Officer demonstrating compliance with the financial covenants in Section 7.10
for the most recent period of four consecutive fiscal quarters after giving
effect to such cash payment during such period on a Pro Forma Basis and (iii)
the proceeds of the Loans shall not be used to make any such cash payments.

8.8   Modifications and Payments in respect of Funded Debt.

      None of the members of the Consolidated Group will:

      (a)   After the issuance thereof, amend or modify (or permit the amendment
or modification of) the terms of any Funded Debt to shorten the maturity or
average life to maturity thereof, require any principal payment sooner than
previously scheduled or to increase the interest rate or fees applicable
thereto; or

      (b)   Except in connection with a refinancing or refunding permitted
hereunder, make any prepayment, redemption, defeasance or acquisition for value
of (including, without limitation, by way of depositing money or securities with
the trustee with respect thereto before due for the purpose of paying when due),
or refund, refinance or exchange of any Funded Debt (other than the Indebtedness
under the Credit Documents and intercompany Indebtedness permitted hereunder)
other than regularly scheduled payments of principal and interest on such Funded
Debt.

8.9   Transactions with Affiliates.

      The Credit Parties will not permit any member of the Consolidated Group to
enter into or permit to exist any transaction or series of transactions with any
officer, director, shareholder, Subsidiary or Affiliate of such Person other
than (a) transactions between Credit Parties or with Wholly Owned Subsidiaries,
(b) transactions permitted by Section 8.1, Section 8.4, Section 8.5, Section
8.6, or Section 8.7, (c) normal compensation and reimbursement of expenses of
officers and directors and (d) except as otherwise specifically limited in this
Credit Agreement, other transactions that are entered into in the ordinary
course of such Person's business on terms and conditions substantially as
favorable to such Person as would be obtainable by it in a comparable
arms-length transaction with a Person other than an officer, director,
shareholder, Subsidiary or Affiliate.
<PAGE>
8.10  Fiscal Year.

      The Credit Parties will not permit any member of the Consolidated Group to
change its fiscal year.

8.11  Limitation on Restricted Actions; No Further Negative Pledges.

      (a)   The Credit Parties will not permit any member of the Consolidated
Group to, directly or indirectly, create or otherwise cause or suffer to exist
or become effective any encumbrance or restriction on the ability of any such
Person to (i) pay dividends or make any other distributions on its Capital Stock
or with respect to any other interest or participation in, or measured by, its
profits, (ii) pay any Indebtedness or other obligation, (iii) make loans,
advances or capital contributions, (iv) sell, lease or otherwise transfer any of
its properties or assets, or (v) guaranty any Indebtedness, in each case except
for (x) such encumbrances or restrictions existing under or by reason of this
Credit Agreement and the other Credit Documents and (y) as set forth on Schedule
8.11.

      (b)   The Credit Parties will not permit any member of the Consolidated
Group to enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon its properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any security for any obligation if security is given for any other obligation,
except (i) pursuant to this Credit Agreement and the other Credit Documents,
(ii) pursuant to the terms of any purchase money Indebtedness permitted by
Section 8.1(c) to the extent such limitations relate only to the property that
is the subject of such financing and (iii) as set forth on Schedule 8.11.

8.12  Ownership of Subsidiaries.

      Notwithstanding any other provisions of this Credit Agreement to the
contrary, the Credit Parties will not permit any member of the Consolidated
Group to (a) permit any Person (other than the Borrower or any Wholly Owned
Subsidiary of the Borrower) to own any Capital Stock of any Subsidiary of the
Borrower, except (i) the non-Wholly Owned Subsidiaries existing on the Closing
Date and identified on Schedule 8.12 and (ii) the Borrower can acquire or form a
non-Wholly Owned Subsidiary after the Closing Date if the aggregate revenues of
all non-Wholly Owned Subsidiaries as of the end of the immediately preceding
fiscal quarter do not exceed $100 million, (b) permit any non-Wholly Owned
Subsidiary to issue any shares of preferred Capital Stock to any Person other
than to a member of the Consolidated Group or (c) permit, create, incur, assume
or suffer to exist any Lien on any Capital Stock of any Subsidiary of the
Borrower, except for Permitted Liens.

8.13  Sale Leasebacks.

      The Credit Parties will not permit any member of the Consolidated Group to
enter into any Sale and Leaseback Transaction unless such Sale and Leaseback
Transaction constitutes purchase money Indebtedness permitted by Section 8.1(c).
<PAGE>
                                    SECTION 9

                                EVENTS OF DEFAULT

9.1   Events of Default.

      An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

            (a)   Payment. There shall occur a:

                  (i)   default in the payment when due of any principal of any
            of the Loans or of any reimbursement obligations arising from
            drawings under Letters of Credit, or

                  (ii)  default, and such default shall continue for three (3)
            or more Business Days, in the payment when due of any interest on
            the Loans or on any reimbursement obligations arising from drawings
            under Letters of Credit, or of any Fees or other amounts owing
            hereunder, under any of the other Credit Documents or in connection
            herewith or therewith; or

            (b)   Representations. Any representation, warranty or statement
      made or deemed to be made by any Credit Party herein, in any of the other
      Credit Documents, or in any statement or certificate delivered or required
      to be delivered pursuant hereto or thereto shall prove untrue in any
      material respect on the date as of which it was deemed to have been made;
      or

            (c)   Covenants. There shall occur a:

                  (i)   default in the due performance or observance of any
            term, covenant or agreement contained in Sections 7.1(k)(i), 7.2,
            7.8, 7.9, 7.10, 7.11, 7.12, 8.1, 8.2 or 8.4 through 8.13, inclusive;

                  (ii)  default in the due performance or observance of any
            term, covenant or agreement contained in Sections 7.1(a), (b), (c)
            or (d) and such default shall continue unremedied for a period of at
            least five (5) Business Days after the earlier of a Responsible
            Officer of a Credit Party becoming aware of such default or notice
            thereof by the Administrative Agent; or

                  (iii) default in the due performance or observance by it of
            any term, covenant or agreement (other than those referred to in
            subsections (a), (b), (c)(i) or (c)(ii) of this Section 9.1)
            contained in this Credit Agreement or any other Credit Document and
            such default shall continue unremedied for a period of at least
            thirty (30) days after the earlier of a Responsible Officer of a
            Credit Party becoming aware of such default or notice thereof by the
            Administrative Agent; or

            (d)   Other Credit Documents. Except as a result of or in connection
      with a dissolution, merger or disposition of a Subsidiary permitted under
      Section 8.4 or Section 8.5, any Credit Document shall fail to be in full
      force and effect or to give the Administrative Agent and/or the Lenders
      the Liens or material rights, powers and privileges purported to be
      created thereby, or any Credit Party shall so state in writing; or
<PAGE>
            (e)   Guaranties. Except as the result of or in connection with a
      dissolution, merger or disposition of a Subsidiary permitted under Section
      8.4 or Section 8.5, the guaranty given by any Guarantor or any provision
      thereof shall cease to be in full force and effect, or any Guarantor or
      any Person acting by or on behalf of such Guarantor shall deny or
      disaffirm such Guarantor's obligations under such guaranty; or

            (f)   Bankruptcy, etc. Any Bankruptcy Event shall occur with respect
      to any member of the Consolidated Group (other than an Immaterial
      Subsidiary); or

            (g)   Defaults under Other Agreements. With respect to any
      Indebtedness (other than Indebtedness outstanding under this Credit
      Agreement) in excess of $15,000,000 in the aggregate for the members of
      the Consolidated Group taken as a whole, (i) any member of the
      Consolidated Group shall (A) default in any payment (beyond the applicable
      grace period with respect thereto, if any) with respect to any such
      Indebtedness, or (B) the occurrence and continuance of a default in the
      observance or performance relating to such Indebtedness or contained in
      any instrument or agreement evidencing, securing or relating thereto, or
      any other event or condition shall occur or condition exist, the effect of
      which default or other event or condition is to cause, or to permit, the
      holder or holders of such Indebtedness (or trustee or agent on behalf of
      such holders) to cause (determined without regard to whether any notice or
      lapse of time is required), any such Indebtedness to become due prior to
      its stated maturity; or (ii) any such Indebtedness shall be declared due
      and payable, or required to be prepaid other than by a regularly scheduled
      required prepayment, prior to the stated maturity thereof; or

            (h)   Judgments. One or more judgments, settlements or decrees shall
      be entered against or agreed to by one or more of the members of the
      Consolidated Group (other than an Immaterial Subsidiary) involving a
      liability of $5,000,000 or more in the aggregate (to the extent not paid
      or fully covered by insurance provided by a carrier who has acknowledged
      coverage and has the ability to perform) and any such judgments,
      settlements or decrees shall not have been vacated, discharged or stayed
      or bonded pending appeal within thirty (30) days from the entry thereof;
      or

            (i)   ERISA. Any of the following events or conditions, if such
      event or condition could reasonably be expected to have a Material Adverse
      Effect: (i) any "accumulated funding deficiency," as such term is defined
      in Section 302 of ERISA and Section 412 of the Internal Revenue Code,
      whether or not waived, shall exist with respect to any Plan, or any lien
      shall arise on the assets of any member of the Consolidated Group or any
      ERISA Affiliate in favor of the PBGC or a Plan; (ii) an ERISA Event shall
      occur with respect to a Single Employer Plan, that is, in the reasonable
      opinion of the Administrative Agent, likely to result in the termination
      of such Plan for purposes of Title IV of ERISA; (iii) an ERISA Event shall
      occur with respect to a Multiemployer Plan or Multiple Employer Plan, that
      is, in the reasonable opinion of the Administrative Agent, likely to
      result in (A) the termination of such Plan for purposes of Title IV of
      ERISA, or (B) any member of the Consolidated Group or any ERISA Affiliate
      incurring any liability in connection with a withdrawal from,
      reorganization of (within the meaning of Section 4241 of ERISA), or
      insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or
      (iv) any prohibited transaction (within the meaning of Section 406 of
      ERISA or Section 4975 of the Internal Revenue Code) or breach of fiduciary
      responsibility shall occur that may subject any member of the Consolidated
      Group or any ERISA Affiliate to any liability under Sections 406, 409,
      502(i), or 502(l) of ERISA or Section 4975 of the Internal Revenue Code,
      or under any agreement or other instrument pursuant to which any member of
      the Consolidated Group or any ERISA Affiliate has agreed or is required to
      indemnify any person against any such liability; or

            (j)   Ownership. There shall occur a Change of Control.
<PAGE>
9.2   Acceleration; Remedies.

      Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by, or cured to the
satisfaction of, the requisite Lenders (pursuant to the voting requirements of
Section 11.6), the Administrative Agent may, and upon the request and direction
of the Required Lenders shall, by written notice to the Credit Parties take any
of the following actions:

            (a)   Termination of Commitments. Declare the Commitments
      terminated, whereupon the Commitments shall be immediately terminated.

            (b)   Acceleration. Declare the unpaid principal of and any accrued
      interest in respect of all Loans, any reimbursement obligations arising
      from drawings under Letters of Credit and any and all other indebtedness
      or obligations of any and every kind owing by the Credit Parties to the
      Administrative Agent and/or any of the Lenders hereunder to be due
      whereupon the same shall be immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by the Credit Parties.

            (c)   Cash Collateral. Direct the Credit Parties to pay (and the
      Credit Parties agree that upon receipt of such notice, or upon the
      occurrence of an Event of Default under Section 9.1(f), they will
      immediately pay) to the Administrative Agent additional cash, to be held
      by the Administrative Agent, for the benefit of the Revolving Lenders, in
      a cash collateral account as additional security for the LOC Obligations
      in respect of subsequent drawings under all then-outstanding Letters of
      Credit in an amount equal to the maximum aggregate amount that may be
      drawn under all then-outstanding Letters of Credit.

            (d)   Enforcement of Rights. Enforce any and all rights and
      interests created and existing under the Credit Documents including,
      without limitation, all rights and remedies existing under the Collateral
      Documents, all rights and remedies against a Guarantor and all rights of
      set-off.

      Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur with respect to the Borrower, then the Commitments shall
automatically terminate and all Loans, all reimbursement obligations arising
from drawings under Letters of Credit, all accrued interest in respect thereof,
all accrued and unpaid Fees and other indebtedness or obligations owing to the
Administrative Agent and/or any of the Lenders hereunder automatically shall
immediately become due and payable without the giving of any notice or other
action by the Administrative Agent or the Lenders.


                                   SECTION 10

                       ADMINISTRATIVE AND COLLATERAL AGENT

10.1  Appointment and Authorization.

      (a)   Each Lender hereby irrevocably (subject to Section 10.9) appoints,
designates and authorizes each of the Administrative Agent and the Collateral
Agent to take such action on its behalf under the provisions of this Credit
Agreement and each other Credit Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Credit
Agreement or any other Credit Document, together with such powers as are
reasonably incidental thereto. Each Lender authorizes and directs the
Administrative Agent and the Collateral Agent to enter into the Credit Documents
and the Genzyme Intercreditor Agreement. Each Lender further authorizes and
directs each
<PAGE>
of the Administrative Agent and the Collateral Agent to execute and deliver
releases (or similar agreements) to give effect to the provisions of this Credit
Agreement and the other Credit Documents, including specifically, without
limitation, the provisions of Sections 8.1, 8.4 and 8.5. Notwithstanding any
provision to the contrary contained elsewhere herein or in any other Credit
Document, neither the Administrative Agent nor the Collateral Agent shall have
any duties or responsibilities, except those expressly set forth herein, and
neither shall have or be deemed to have any fiduciary relationship with any
Lender or participant, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Credit Agreement or
any other Credit Document or otherwise exist against either the Administrative
Agent or the Collateral Agent. Without limiting the generality of the foregoing
sentence, the use of the term "agent" herein and in the other Credit Documents
with reference to the Administrative Agent or the Collateral Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

      (b)   The Issuing Lender shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith
until such time (and except for so long) as the Administrative Agent may agree
at the request of the Required Lenders to act for the Issuing Lender with
respect thereto; provided, however, that the Issuing Lender shall have all of
the benefits and immunities (i) provided to the Administrative Agent in this
Section 10 with respect to any acts taken or omissions suffered by the Issuing
Lender in connection with Letters of Credit issued by it or proposed to be
issued by it and the application and agreements for letters of credit pertaining
to the Letters of Credit as fully as if the term "Administrative Agent" as used
in this Section 10 included the Issuing Lender with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the Issuing
Lender.

10.2  Delegation of Duties.

      Each of the Administrative Agent and the Collateral Agent may execute any
of its duties under this Credit Agreement or any other Credit Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice
of counsel and other consultants or experts concerning all matters pertaining to
such duties. Neither the Administrative Agent nor the Collateral Agent shall be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct.

10.3  Liability.

      No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any Agent-Related Person under or in connection with this
Credit Agreement or any other Credit Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct in connection
with its duties expressly set forth herein), or (b) be responsible in any manner
to any Lender or participant for any recital, statement, representation or
warranty made by any Credit Party or any officer thereof, contained herein or in
any other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
or the Collateral Agent under or in connection with, this Credit Agreement or
any other Credit Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Credit Agreement or any other Credit
Document, or for any failure of any Credit Party or any other party to any
Credit Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Credit Agreement or any other
Credit Document, or to inspect the properties, books or records of any Credit
Party or any Affiliate thereof.
<PAGE>
10.4  Reliance.

      (a)   Each of the Administrative Agent and the Collateral Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Credit
Party), independent accountants and other experts selected by the Administrative
Agent or the Collateral Agent. Each of the Administrative Agent and the
Collateral Agent shall be fully justified in failing or refusing to take any
action under any Credit Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action. Each of the Administrative
Agent and the Collateral Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Credit Agreement or any other Credit
Document in accordance with a request or consent of the Required Lenders or all
the Lenders, if required hereunder, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and
participants. Where this Credit Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the Administrative Agent
or the Collateral Agent, as appropriate, shall, and in all other instances, the
Administrative Agent or the Collateral Agent, as appropriate, may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.

      (b)   For purposes of determining compliance with the conditions specified
in Section 5.1, each Lender that has signed this Credit Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent or the
Collateral Agent to such Lender for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender.

10.5  Notice of Default.

      (a)   Administrative Agent and Collateral Agent. Neither the
Administrative Agent nor the Collateral Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Administrative Agent or the Collateral Agent, as appropriate, for
the account of the Lenders, unless such agent shall have received written notice
from a Lender or the Borrower referring to this Credit Agreement, describing
such Default or Event of Default and stating that such notice is a "notice of
default." Such agent will notify the Lenders of its receipt of any such notice.
Each of the Administrative Agent and the Collateral Agent shall take such action
with respect to such Default or Event of Default as may be directed by the
Required Lenders in accordance with Section 9; provided, however, that unless
and until the Administrative Agent and the Collateral Agent have received any
such direction, each of the Administrative Agent and the Collateral Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable or in the best interest of the Lenders.

      (b)   Issuing Lender and Swingline Lender. Neither the Issuing Lender nor
the Swingline Lender shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default (including, without limitation,
for purposes of Sections 2.1(b) and 2.1(c)), unless the Issuing Lender or
Swingline Lender, as applicable, shall have received written notice from the
Administrative Agent, the Collateral Agent, a Lender or the Borrower referring
to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default." The Issuing Lender and the
Swingline Lender will notify the Administrative Agent of its receipt of any such
notice.
<PAGE>
10.6  Credit Decision; Disclosure of Information.

      Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent or
the Collateral Agent hereinafter taken, including any consent to and acceptance
of any assignment or review of the affairs of any Credit Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to the Administrative Agent and the Collateral Agent that
it has, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Credit
Parties and their respective Subsidiaries, and all applicable bank or other
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Credit Agreement and to extend credit to the
Borrower and the other Credit Parties hereunder. Each Lender also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Credit Agreement and the other Credit
Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the Borrower and the other Credit Parties.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent or the Collateral Agent
under the Credit Documents, neither the Administrative Agent nor the Collateral
Agent shall have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Credit
Parties or any of their respective Affiliates that may come into the possession
of any Agent-Related Person.

10.7  Indemnification.

      Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Credit Party and without limiting the
obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities resulting from such Person's gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse each of the Administrative Agent and the Collateral
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including reasonable attorneys' fees actually incurred and expenses but
excluding the allocated cost of internal counsel) incurred by it 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 Credit Agreement, any other Credit Document, or any document contemplated
by or referred to herein, to the extent that the Administrative Agent or the
Collateral Agent, as appropriate, is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Obligations hereunder and the
resignation or replacement of either or both of the Administrative Agent and the
Collateral Agent.
<PAGE>
10.8  Individual Capacity.

      Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Credit Parties and their respective
Affiliates as though Bank of America were not the Administrative Agent, the
Collateral Agent or the Issuing Lender hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
any Credit Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Credit Party or such Affiliate) and
acknowledge that each of the Administrative Agent, the Collateral Agent and the
Issuing Lender shall be under no obligation to provide such information to them.
With respect to its Loans, Bank of America shall have the same rights and powers
under this Credit Agreement as any other Lender and may exercise such rights and
powers as though it were not the Administrative Agent, the Collateral Agent or
the Issuing Lender, and the terms "Lender" and "Lenders" include Bank of America
in its individual capacity.

10.9  Successor.

      Either or both of the Administrative Agent and the Collateral Agent may
resign upon thirty days notice to the Lenders. If either the Administrative
Agent or the Collateral Agent resigns, the Required Lenders shall appoint from
among the Lenders a successor administrative agent or collateral agent, as
appropriate, for the Lenders, which successor administrative agent or collateral
agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor administrative agent or
collateral agent is appointed prior to the effective date of the resignation of
the Administrative Agent or the Collateral Agent, such resigning agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent or collateral agent, as appropriate, from among the
Lenders. Upon the acceptance of its appointment as successor administrative
agent or collateral agent hereunder, such successor agent shall succeed to all
the rights, powers and duties of the resigning Administrative Agent or
Collateral Agent, as appropriate, and thereafter the term "Administrative Agent"
or "Collateral Agent", as appropriate, shall mean such successor administrative
agent or collateral agent, as appropriate, and the resigning agent's
appointment, powers and duties as Administrative Agent or Collateral Agent shall
be terminated. After any such resignation hereunder, the provisions of this
Section 10 and Sections 11.4 and 11.9 shall inure to the benefit of such
resigning agent as to any actions taken or omitted to be taken by it while it
was Administrative Agent or Collateral Agent hereunder. If no successor has
accepted appointment as administrative agent or collateral agent, as
appropriate, by the date thirty days following such resigning agent's notice of
resignation, the resigning agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of the
Administrative Agent or the Collateral Agent, as appropriate, under the Credit
Documents until such time, if any, as the Required Lenders appoint a successor
agent as provided above.

10.10 Other Agents; Lead Managers.

      None of the Lenders identified on the facing page or signature pages of
this Credit Agreement as a "syndication agent", "documentation agent",
"co-agent" or "lead manager" shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than those applicable
to all Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Credit Agreement
or in taking or not taking action hereunder.
<PAGE>
                                   SECTION 11

                                  MISCELLANEOUS

11.1  Notices.

      Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device), (c)
the Business Day following the day on which the same has been delivered prepaid
to a reputable national overnight air courier service, or (d) the third Business
Day following the day on which the same is sent by certified or registered mail,
postage prepaid, in each case to the respective parties at the address (or, in
the case of (b) above, facsimile number) set forth on Schedule 11.1, or at such
other address as such party may specify by written notice to the other parties
hereto.

11.2  Right of Set-Off; Adjustments.

      Upon the occurrence and during the continuance of any Event of Default,
each Lender (and each of its Affiliates) is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender (or any
of its Affiliates) to or for the credit or the account of any Credit Party
against any and all of the obligations of such Person now or hereafter existing
under this Credit Agreement, under the Notes, under any other Credit Document or
otherwise, irrespective of whether such Lender shall have made any demand under
hereunder or thereunder and although such obligations may be unmatured. Each
Lender agrees promptly to notify any affected Credit Party after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 11.2 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.

11.3  Successors and Assigns.

      (a)   The provisions of this Credit Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section
or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Credit Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in paragraph (d)
of this Section and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Credit Agreement.

      (b)   Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Credit Agreement (including all
or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in LOC Obligations and in Swingline Loans) at the
time owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund with respect to a Lender, the
<PAGE>
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or principal outstanding balance of the Term Loans of
the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent, shall not be less than $5,000,000 in the case of any
assignment of a Revolving Commitment or Tranche A Term Loan or $1,000,000 in the
case of any assignment of a Tranche B Term Loan unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Credit Agreement with respect to the Loans or the
Commitment assigned, except that this clause (ii) shall not (x) apply to rights
in respect of outstanding Swingline Loans and (y) prohibit any Lender from
assigning all or a portion of its rights and obligations among separate tranches
on a non-pro rata basis, (iii) any assignment of a Revolving Commitment must be
approved by the Administrative Agent and the Issuing Lender unless the Person
that is the proposed assignee is itself a Lender with a Revolving Commitment
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and (iv) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Acceptance substantially in the form
of Exhibit 11.3(b) hereto, together with a processing and recordation fee of
$3,500 (provided that only one processing and recordation fee of $3,500 shall be
required in connection with (i) simultaneous assignments from a Lender to two or
more Funds administered or managed by a common Person (or by Affiliates of a
common Person) ("Affiliated Funds") and (ii) simultaneous assignments from two
or more Affiliated Funds to the same Person or to other Affiliated Funds).
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Credit
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Credit Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Credit Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 11.5 and 11.9). Upon
request, the Borrower (at its expense) shall execute and deliver new or
replacement Notes to the assigning Lender and the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Credit
Agreement that does not comply with this subsection shall be treated for
purposes of this Credit Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section.

      (c)   The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at its office in Charlotte, North Carolina a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and LOC Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be prima facie evidence of the information contained therein,
and the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Credit Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

      (d)   Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Credit Agreement (including all or a portion of its
Commitment and/or the Loans (including such Lender's participations in LOC
Obligations and/or Swingline Loans) owing to it); provided that (i) such
Lender's obligations under this Credit Agreement
<PAGE>
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Credit Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Credit Agreement and to approve any
amendment, modification or waiver of any provision of this Credit Agreement;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, waiver or
other modification that would (i) postpone any date upon which any payment of
money is scheduled to be paid to such Participant, (ii) reduce the principal,
interest, fees or other amounts payable to such Participant or (iii) release all
or substantially all of the Guarantors from their obligations under the Credit
Documents. Subject to subsection (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.6, 3.9, 3.11
and 3.12 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 11.2 as though it were a Lender, provided such Participant agrees to be
subject to Section 3.14 as though it were a Lender.

      (e)   A Participant shall not be entitled to receive any greater payment
under Section 3.6, 3.9 or 3.11 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.11 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
3.11(d) as though it were a Lender.

      (f)   Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Credit Agreement (including under
its Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

      (g)   If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment that does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 11.3(b)), the Borrower shall be deemed to have
given its consent five Business Days after the date notice thereof has been
received by the Borrower unless such consent is expressly refused by the
Borrower prior to such fifth Business Day.

      (h)   Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty days notice to the
Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon five
Business Days notice to the Borrower, resign as Swingline Lender. In the event
of any such resignation as Issuing Lender or as Swingline Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor Issuing Lender
or Swingline Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America as Issuing Lender or as Swingline Lender, as the case may be. Bank of
America shall retain all the rights and obligations of the Issuing Lender
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as Issuing Lender and all LOC Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund participations in Letters of Credit pursuant to Section 2.6(b)). If Bank of
America resigns as Swingline Lender, it shall retain all the rights of the
Swingline Lender provided hereunder with respect to Swingline Loans made by it
and outstanding
<PAGE>
as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund participations in outstanding Swingline
Loans pursuant to Section 2.7.

11.4  No Waiver; Remedies Cumulative.

      No failure or delay on the part of the Administrative Agent or any Lender
in exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Administrative Agent or any Lender
and any of the Credit Parties shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or under
any other Credit Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder or thereunder. The
rights and remedies provided herein are cumulative and not exclusive of any
rights or remedies that the Administrative Agent or any Lender would otherwise
have. No notice to or demand on any Credit Party in any case shall entitle the
Credit Parties to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent
or the Lenders to any other or further action in any circumstances without
notice or demand.

11.5  Expenses; Indemnification.

      (a)   The Borrower agrees to pay on demand all reasonable costs and
expenses of the Administrative Agent in connection with the syndication,
preparation, execution, delivery, modification, and amendment of this Credit
Agreement, the other Credit Documents and the other documents to be delivered
hereunder and in connection with advising the Administrative Agent as to its
rights and responsibilities under the Credit Documents (in each case including,
without limitation, reasonable attorneys' fees actually incurred and expenses
but excluding the allocated cost of internal counsel). The Borrower agrees to
pay on demand all reasonable costs and expenses of the Administrative Agent and
the Lenders, if any (including, without limitation, reasonable attorneys' fees
actually incurred and expenses but excluding the allocated cost of internal
counsel), in connection with the enforcement (whether through negotiations,
legal proceedings, or otherwise) of the Credit Documents and the other documents
to be delivered thereunder. The Borrower further agrees to permit the
Administrative Agent to perform inventory and accounts receivable field audits
at the Borrower's expense, provided that unless a Default shall then be in
existence the Borrower's obligation to reimburse the Administrative Agent for
such field audits shall be limited to one such field audit each fiscal year.

      (b)   Whether or not the transactions contemplated hereby are consummated,
the Borrower agrees to indemnify, save and hold harmless each Agent-Related
Person, each Lender and their respective Affiliates, directors, officers,
employees, counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against: (i) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other
than the Administrative Agent or any Lender) relating directly or indirectly to
a claim, demand, action or cause of action that such Person asserts or may
assert against any Credit Party, any Affiliate of any Credit Party or any of
their respective officers or directors; (ii) any and all claims, demands,
actions or causes of action that may at any time (including at any time
following repayment of the Obligations and the resignation or removal of the
Administrative Agent or the replacement of any Lender) be asserted or imposed
against any Indemnitee, arising out of or relating to, the Credit Documents, any
predecessor Credit Documents, the Commitments, the use or contemplated use of
the proceeds of any Extension of Credit, or the relationship of any Credit
Party, the Administrative Agent and the Lenders under this Credit Agreement or
any other Credit Document; (iii) any administrative or investigative proceeding
by any Governmental Authority arising out of or related to a claim, demand,
action or cause of action described in subsection (i) or (ii) above; and (iv)
any and all liabilities (including liabilities under indemnities), losses, costs
or expenses (including reasonable fees and costs of counsel) that any Indemnitee
suffers or incurs as a result of the assertion of any foregoing claim, demand,
action, cause of action or proceeding, or as a result of the preparation of any
defense in
<PAGE>
connection with any foregoing claim, demand, action, cause of action or
proceeding, in all cases, whether or not arising out of the negligence of an
Indemnitee, and whether or not an Indemnitee is a party to such claim, demand,
action, cause of action or proceeding (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that no Indemnitee shall be entitled to
indemnification for any claim caused by its own gross negligence or willful
misconduct or for any loss asserted against it by another Indemnitee. The
agreements in this Section shall survive the termination of the Commitments and
repayment of all the other Obligations.

      (c)   Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 11.5 shall survive the repayment of the Loans, LOC Obligations and
other obligations under the Credit Documents and the termination of the
Commitments hereunder.

11.6  Amendments, Waivers and Consents.

      Neither this Credit Agreement nor any other Credit Document nor any of the
terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing entered into by, or approved in writing by, the Required Lenders and the
Borrower, provided, however, that:

            (a)   without the consent of each Lender affected thereby, neither
      this Credit Agreement nor any other Credit Document may be amended to

                  (i)    extend the Termination Date or the final maturity of
            any Loan or of any reimbursement obligation, or any portion thereof,
            arising from drawings under Letters of Credit, or extend or waive
            any principal amortization payment of the Tranche A Term Loans or
            the Tranche B Term Loans, or any portion thereof,

                  (ii)   reduce the rate or extend the time of payment of
            interest on any Loan or on any reimbursement obligation arising from
            drawings under Letters of Credit (other than as a result of waiving
            the applicability of any post-default increase in interest rates) or
            Fees,

                  (iii)  reduce or waive the principal amount of any Loan or of
            any reimbursement obligation, or any portion thereof, arising from
            drawings under Letters of Credit,

                  (iv)   increase the Commitment of a Lender over the amount
            thereof in effect (it being understood and agreed that a waiver of
            any Default or Event of Default or mandatory reduction in the
            Commitments shall not constitute a change in the terms of any
            Commitment of any Lender),

                  (v)    release the Borrower or, except as the result of or in
            connection with a dissolution, merger or disposition of a member of
            the Consolidated Group permitted under Section 8.4 or 8.5, all or
            substantially all of the Guarantors, from its or their obligations
            under the Credit Documents,

                  (vi)   except as the result of or in connection with an Asset
            Disposition permitted under Section 8.5, release all or
            substantially all of the Collateral,

                  (vii)  amend, modify or waive any provision of this Section
            11.6(a), 3.13, 3.14, 3.15(b), 3.15(c), 9.1(a), 11.2, 11.3, 11.5 or
            11.9,
<PAGE>
                  (viii) amend, modify or waive any provision of Section 3.6,
            3.7, 3.8, 3.9, 3.10, 3.11 or 3.12 in a manner materially adverse to
            such Lender,

                  (ix)   reduce any percentage specified in, or otherwise
            modify, the definition of Required Lenders, or

                  (x)    consent to the assignment or transfer by the Borrower
            or all or substantially all of the other Credit Parties of any of
            its or their rights and obligations under (or in respect of) the
            Credit Documents except as permitted thereby;

                  (b)    (i) without the consent of the Revolving Lenders
            holding in the aggregate more than 50% of the Revolving Commitments,
            or if the Revolving Commitments have been terminated, Revolving
            Lenders holding in the aggregate more than 50% of the aggregate
            principal amount of the Revolving Obligations outstanding (taking
            into account in each case Participation Interests or obligation to
            participate therein), (A) this Section 11.6(b)(i) may not be amended
            or waived and (B) Section 3.3(c) may not be amended or waived with
            regard to the application of any mandatory prepayment on the
            Revolving Obligations;

                         (ii)  without the consent of the Tranche A Term Lenders
            holding in the aggregate more than 50% of the aggregate principal
            amount of the Tranche A Term Loans outstanding, (A) this Section
            11.6(b)(ii) may not be amended or waived and (B) Section 3.3(c) may
            not be amended or waived with regard to the application of any
            mandatory prepayment on the Tranche A Term Loans;

                         (iii) without the consent of the Tranche B Term Lenders
            holding in the aggregate more than 50% of the aggregate principal
            amount of the Tranche B Term Loans outstanding, (A) this Section
            11.6(b)(iii) may not be amended or waived and (B) Section 3.3(c) may
            not be amended or waived with regard to the application of any
            mandatory prepayment on the Tranche B Term Loans; and

            (c)   without the consent of the Revolving Lenders holding in the
      aggregate more than 50% of the Revolving Commitments, or if the Revolving
      Commitments have been terminated, Revolving Lenders holding in the
      aggregate more than 50% of the aggregate principal amount of the Revolving
      Obligations outstanding (taking into account in each case Participation
      Interests or obligation to participate therein), no Default or Event of
      Default may be waived for purposes of Section 5.2(b);

            (d)   without the consent of the Administrative Agent and the
      Collateral Agent, no provision of Section 10 may be amended;

            (e)   without the consent of the Issuing Lender, no provision of
      Section 2.1(b), 2.2(a)(ii), 2.6 or 3.5(b)(ii) may be amended; and

            (f)   without the consent of the Swingline Lender, no provision of
      Section 2.1(c), 2.2(a)(iii) and 2.7 may be amended.

      Notwithstanding the fact that the consent of all the Lenders is required
      in certain circumstances as set forth above, (x) each Lender is entitled
      to vote as such Lender sees fit on any bankruptcy reorganization plan that
      affects the Loans, and each Lender acknowledges that the provisions of
      Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
      provisions set forth
<PAGE>
      herein and (y) the Required Lenders may consent to allow a Credit Party to
      use cash collateral in the context of a bankruptcy or insolvency
      proceeding.

11.7  Counterparts.

      This Credit Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in
making proof of this Credit Agreement to produce or account for more than one
such counterpart for each of the parties hereto. Delivery by facsimile by any of
the parties hereto of an executed counterpart of this Credit Agreement shall be
as effective as an original executed counterpart hereof and shall be deemed a
representation that an original executed counterpart hereof will be delivered.

11.8  Headings.

      The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

11.9  Survival.

      All indemnities set forth herein, including, without limitation, in
Section 2.6(h), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans, the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive delivery of the Notes and the making of the Loans
hereunder.

11.10 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial;
Waiver of Punitive and Exemplary Damages.

      (a)   THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY PROVIDED
THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal
action or proceeding with respect to this Credit Agreement or any other Credit
Document may be brought in the state or federal courts located in Nashville,
Tennessee or Charlotte, North Carolina, and, by execution and delivery of this
Credit Agreement, each of the Credit Parties hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the
nonexclusive jurisdiction of such courts. Nothing herein shall affect the right
of the Administrative Agent or any Lender to commence legal proceedings or to
otherwise proceed against any Credit Party in any other jurisdiction.

      (b)   Each of the Credit Parties hereby irrevocably waives any objection
that it may now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with this Credit
Agreement or any other Credit Document brought in the courts referred to in
subsection (a) above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

      (c)   EACH PARTY TO THIS CREDIT AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
UNDER ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND
<PAGE>
WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS CREDIT
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY.

      (d)   Each party to this Credit Agreement hereby agrees that it shall not
have a remedy of punitive or exemplary damages against any other party hereto in
any Dispute and hereby waives any right or claim to punitive or exemplary
damages they have now or which may arise in the future in connection with any
Dispute whether the Dispute is resolved by arbitration or judicially. As used is
this clause (d), "Dispute" means any claim, demand, action or cause of action
arising under any Credit Document or in any way connected with or related or
incidental to the dealings of the parties hereto with respect to any Credit
Document or the transactions related thereto, in each case whether now existing
or hereafter arising, and whether founded in contract or tort or otherwise.

11.11 Severability.

      If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

11.12 Entirety.

      This Credit Agreement together with the other Credit Documents represent
the entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein.

11.13 Binding Effect; Termination.

      (a)   This Credit Agreement shall become effective at such time on or
after the Closing Date when it shall have been executed by each Credit Party and
the Administrative Agent, and the Administrative Agent shall have received
copies hereof (telecopied or otherwise) which, when taken together, bear the
signatures of each Lender, and thereafter this Credit Agreement shall be binding
upon and inure to the benefit of each Credit Party, the Administrative Agent and
each Lender and their respective successors and assigns.

      (b)   The term of this Credit Agreement shall be until no Loans, LOC
Obligations or any other amounts payable hereunder or under any of the other
Credit Documents shall remain outstanding, no Letters of Credit shall be
outstanding and all of the Commitments hereunder shall have expired or been
terminated.

11.14 Confidentiality.

      Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Credit
Agreement; (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Credit Agreement or
<PAGE>
the enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Credit Agreement or
(ii) any direct or indirect contractual counterparty or prospective counterparty
(or such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Borrower; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. If
any Person required to keep Information confidential by the terms of this
Section (or any agreement contemplated by this Section) is requested or required
(by applicable laws or regulations or by any subpoena or similar legal process)
to disclose such Information, such Person shall give the Borrower prompt notice
of such request or requirement so that the Borrower may seek an appropriate
protective order or waive compliance with the provisions of this Section. For
the purposes of this Section, "Information" means all information received from
the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower. Any Person required
to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as is customary industry practice.

11.15 Source of Funds.

      Each of the Lenders hereby represents and warrants to the Borrower that at
least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

            (a)   no part of such funds constitutes assets allocated to any
      separate account maintained by such Lender in which any employee benefit
      plan (or its related trust) has any interest;

            (b)   to the extent that any part of such funds constitutes assets
      allocated to any separate account maintained by such Lender, such Lender
      has disclosed to the Borrower the name of each employee benefit plan whose
      assets in such account exceed ten percent (10%) of the total assets of
      such account as of the date of such purchase (and, for purposes of this
      subsection (b), all employee benefit plans maintained by the same employer
      or employee organization are deemed to be a single plan);

            (c)   to the extent that any part of such funds constitutes assets
      of an insurance company's general account, such insurance company has
      complied with all of the requirements of the regulations issued under
      Section 401(c)(1)(A) of ERISA; or

            (d)   such funds constitute assets of one or more specific benefit
      plans that such Lender has identified in writing to the Borrower.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings provided in Section 3 of ERISA.
<PAGE>
11.16 Conflict.

      To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

                           [signature pages to follow]
<PAGE>
      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Credit Agreement to be duly executed and delivered as of the date first
above written.

BORROWER:                           ACCREDO HEALTH, INCORPORATED,
                                    a Delaware corporation

                                    By:________________________________
                                    Name:
                                    Title:

GUARANTORS:                         SOUTHERN HEALTH SYSTEMS, INC.,
                                    a Tennessee corporation
                                    NOVA FACTOR, INC.,
                                    a Tennessee corporation
                                    HEMOPHILIA HEALTH SERVICES, INC.,
                                    a Tennessee corporation
                                    PHARMACARE RESOURCES INC.,
                                    a New York corporation
                                    SUNRISE HEALTH MANAGEMENT, INC.,
                                    a Georgia corporation
                                    BIO PARTNERS IN CARE, INC.,
                                    a Missouri corporation
                                    GENTIVA HEALTH SERVICES (QUANTUM) CORP.,
                                    a Delaware corporation
                                    GENTIVA HEALTH SERVICES (INFUSION), INC.,
                                    a Delaware corporation
                                    GENTIVA HEALTH RESOURCES, INC. (NEW YORK),
                                    a New York corporation

                                    By:________________________________
                                    Name:
                                    Title:
                                            of each of the Guarantors

                           [Signature Pages Continue]
<PAGE>
ADMINISTRATIVE AGENT:               BANK OF AMERICA, N.A.,
                                    it its capacity as Administrative Agent

                                    By:________________________________
                                    Name:
                                    Title:

LENDERS:                            BANK OF AMERICA, N.A.,
                                    in its capacity as a Lender

                                    By:________________________________
                                    Name:
                                    Title:

                                    JPMORGAN CHASE BANK

                                    By:________________________________
                                    Name:
                                    Title:

                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By:________________________________
                                    Name:
                                    Title:

                                    FIRST TENNESSEE BANK NATIONAL ASSOCIATION

                                    By:________________________________
                                    Name:
                                    Title:

                                    BROWN BROTHERS HARRIMAN & CO.

                                    By:________________________________
                                    Name:
                                    Title:

                                    UNION PLANTERS BANK, NATIONAL ASSOCIATION

                                    By:________________________________
                                    Name:
                                    Title:

                                    CREDIT LYONNIAS NEW YORK BRANCH

                                    By:________________________________
                                    Name:
                                    Title:

                           [Signature Pages Continue]
<PAGE>
                                    FLEET NATIONAL BANK

                                    By:________________________________
                                    Name:
                                    Title:

                                    SUNTRUST BANK

                                    By:________________________________
                                    Name:
                                    Title:

                                    DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    By:________________________________
                                    Name:
                                    Title:

                                    COMERICA BANK

                                    By:________________________________
                                    Name:
                                    Title:

                                    TRUST ONE BANK

                                    By:________________________________
                                    Name:
                                    Title:

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:________________________________
                                    Name:
                                    Title:
<PAGE>
                                  Schedule 2.1

                                  COMMITMENTS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                              Revolving      Revolving     Tranche A     Tranche A    Tranche B      Tranche B
                                             Commitment      Committed     Term Loan     Term Loan    Term Loan      Term Loan
                   Lenders                   Percentage       Amount      Percentage      Amount      Percentage       Amount
--------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>          <C>            <C>         <C>             <C>
Bank of America, N.A.                       14.000000000%   $17,500,000  10.666666666%  $8,000,000  100.000000000%  $125,000,000
--------------------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                         10.800000000%   $13,500,000  12.000000000%  $9,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
Wachovia Bank, National Association         10.800000000%   $13,500,000  12.000000000%  $9,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
First Tennessee Bank National Association   10.800000000%   $13,500,000  12.000000000%  $9,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
Brown Brothers Harriman & Co.               10.000000000%   $12,500,000  10.000000000%  $7,500,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
Union Planters Bank, National Association    6.600000000%   $ 8,250,000   6.666666667%  $5,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
Fleet National Bank                          6.600000000%   $ 8,250,000   6.666666667%  $5,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
SunTrust Bank                                6.600000000%   $ 8,250,000   6.666666667%  $5,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank Trust Company Americas         6.600000000%   $ 8,250,000   6.666666667%  $5,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
U.S. Bank National Association               6.400000000%   $ 8,000,000   2.666666666%  $2,000,000
--------------------------------------------------------------------------------------------------------------------------------
Comerica Bank                                5.200000000%   $ 6,500,000   4.666666667%  $3,500,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
Credit Lyonnais New York Branch              4.000000000%   $ 5,000,000   6.666666667%  $5,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------
Trust One Bank                               1.600000000%   $ 2,000,000   2.666666666%  $2,000,000       ---            ---
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
                    Total                      100.00%     $125,000,000     100.00%     $75,000,000    100.00%      $125,000,000
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                  Schedule 5.1

                  Identified Real Property Leasehold Interests


1.    1620 Century Center Parkway, Suites 109, 109-B, 109-C, Memphis, TN
2.    9625 D- Southern Pines Blvd., Charlotte, NC
3.    6820 Charlotte Pike, Suite 101, Nashville, TN
4.    5980 Unity Drive, Suite G, Norcross, GA
5.    8 Westchester Plaza, Elmsford, New York
6.    11411-11413 Strang Line Road, Lenexa, KS
7.    178 Thorn Hill Road, Warrendale, PA
8.    12900 Foster Street, Overland Park, KS
9.    7345 Airport Freeway, Fort Worth, TX
10.   150 Lake Drive, Wexford, PA
11.   170 N. Maple/1831 Commerce Street, Corona, CA
12.   8550 Ciderbed Road, Newington, VA
13.   11 B Commerce Way, Totowa, NJ
14.   9414 North 25th Avenue, Phoenix, AZ
15.   4180 Piedmont Parkway, Greensboro, NC
16.   4901 West Reno Avenue, Oklahoma City, OK
17.   22408 66th Avenue South, Kent, WA
<PAGE>
                                  Schedule 6.8

                                      Liens


None.
<PAGE>
                                  Schedule 6.9

                              Intellectual Property

                 Trademarks/Service Marks/Copyrights/Patents

Accredo Health, Incorporated and Design: Reg. # 2,287,968, SM, Filed 10/5/98

Nova Factor, Inc. and Design: Reg. # 1,688,287, TM/SM, Filed 5/17/90

H Hemophilia Health Services        (&)
Hemophilia Health Services, Inc. and Design     Reg. # 2,337,097, SM, Filed
10/8/97

      For the Human Factor - Reg. # 1,784,575. SM, Filed 5/11/92

      Bloodstone Buddies - Reg # 1,985,493, SM, Filed 7/9/96, abandoning on
        7/9/02

      Max Track - Reg. # 1,792,021, SM, Filed 7/9/92

      The Human Factor - Reg. # 2,045,535, SM, Filed 9/18/95

      Positive Prescriptions - Reg. # 2,104,662, TM, Filed 1/2/96

      Emergency Room Kits - Reg. # TX 4,633,454, Copyright, Filed 6/17/99

      The Hemophilia Connection - Reg. # 2,378,733, TM/SM, Filed 12/17/98

      Bloodstone Gazette - Reg. # 2,316,353,TM, Filed 12/18/98 Welligan Hugsley
        and Design - Reg. # 2,448,808, TM, Filed 10/6/99

      Welligan Hugsley - Reg. # 2,48,809, TM, Filed 10/6/99

      Welligan Hugsley - Serial # 75,516,814, TM, Filed 10/6/99

      Welligan Hugsley and Design Serial # 75,816,700, TM Filed 10/6/99,
        Abandoned


      Bloodstone Magazine - Serial # 76/137,647, TM, Filed 9/29/00

      FactorXCare and Design - Serial # 76/379,399 (pending) SM. Filed 3/6/02

      Factor Care - Serial # 76/378,938 (pending) SM, Filed 3/6/02

Bio Partners in Care, Inc. - Serial # 75/933,216 (pending) TM, Filed 3/2/00

      Method of Providing Pharmaceuticals and Pharmaceutical Services - Serial #
        09/728,032 (pending) Patent, Filed 12/1/00

      Method and Apparatus for

      Managing a Fertility Kit - Serial # 09/618,368 (pending), Patent Filed
      6/18/00

      Method and Systems for Providing Patients and Health-Care Providers
        Access to Care Data -  Serial # 09/548,229 (pending) Patent, Filed
        4/12/00

      BIO-FEEDBACK -  Serial # 75/901,695 (pending) SM, Filed 1/24/00

ChroniCare - Reg # 1,967,646, TM, Filed 4/16/96 A.C.C.E.S.S. - Reg # 2,029,809,
TM, Filed 1/14/97 Specialty Solutions - Tradename, not registered

1.    Accredo routinely claims a copyright in all manuals, forms, advertisements
      and other publications prepared internally and used in its business.

2.    Various web pages , web sites, and web designs.

3.    Various software modifications developed internally and various
      licenses of third party software including Keane software, RxHome
      software, HR software, 4 domain names.

4.    Various applications and databases developed internally including a
      managed care database and online reorder applications.

5.    Computer System configurations and architectures.

6.    Standard Operating procedures.
<PAGE>
                                  Schedule 6.13

                                  Subsidiaries

1.    Southern Health Systems, Inc.
      1640 Century Center Parkway, Suite 101
      Memphis, Tennessee  38134
      Wholly owned by Accredo Health, Incorporated
      Jurisdiction: Tennessee
      Stock Classes: A Common, B Common, Preferred
      20,000,000 Authorized  A- Common Shares
      10,000,000 Shares A -Common Stock Outstanding
      10,000,000 Authorized B-Common Shares
      0 Shares B-Common Outstanding
      1,000,000 Authorized Prefered Stock
      0 Shares Preferred Outstanding

2.    Nova Factor, Inc.
      1620 Century Center Parkway, Suite 109
      Memphis, Tennessee  38134
      Wholly owned by Southern Health Systems, Inc.
      Jurisdiction: Tennessee
      Stock Class: Common
      1,000 Authorized Shares
      100 Shares Common Stock Outstanding

3.    Hemophilia Health Services, Inc.
      6820 Charlotte Pike, Suite 100
      Nashville, Tennessee  37209
      Wholly owned by Accredo Health, Incorporated
      Jurisdiction:  Tennessee
      Stock Class : Common
      1,000 Authorized Shares
      100 Shares Common Stock Outstanding

4.    Pharmacare Resources Inc.
      8 Westchester Plaza
      Elmsford, New York  10523
      Wholly owned by Accredo Health, Incorporated
      Jurisdiction: New York
      Stock Class:  Common
      200 Authorized Shares
      20 Shares Common Stock Outstanding

5.    Sunrise Health Management, Inc.
      5980-E, F, G & H Unity Drive
      Norcross, Georgia  30071
      Wholly owned by Hemophilia Health Services, Inc.
      Jurisdiction: Georgia
      Stock Class: Common
      1,250,000 Authorized Shares
      954,777 Shares Common Stock Outstanding
<PAGE>
6.    Bio Partners In Care, Inc.
      3411 Office Park Dr., Suite 100
      Dayton, Ohio  45439
      Wholly owned by Accredo Health, Incorporated
      Jurisdiction: Missouri
      Stock Class:  Common
      3,000,000 Authorized Shares
      999,997 Shares Common Stock Outstanding

7.    Children's Hemophilia Services
      6820 Charlotte Pike, Suite 101
      Nashville, Tennessee  37201
      80% owned by Hemophilia Health Services, Inc.
      Jurisdiction: California

8.    Gentiva Health Services (Quantum) Corp.
      1640 Century Center Parkway, Suite 101
      Memphis, Tennessee  38134
      100% owned by Accredo Health, Incorporated
      Jurisdiction: Delaware
      Stock Class: Common
      1,000 Authorized Shares
      1,000 Common Shares Outstanding

9.    Gentiva Health Services (Infusion), Inc.
      1640 Century Center Parkway, Suite 101
      Memphis, Tennessee  38134
      100% owned by Accredo Health, Incorporated
      Jurisdiction: Delaware
      Stock Class:  Common
      1000 Authorized Shares
      1,000 Common Shares Outstanding

10.   Gentiva Health Resources, Inc. (New York)
      1640 Century Center Parkway, Suite 101
      Memphis, Tennessee  38134
      100% owned by Gentiva Health Services (Quantum) Corporation
      Jurisdiction: New York
      Stock Class:  Common
      100   Authorized Shares
      100 Common Shares Issued
<PAGE>
                                Schedule 6.19(a)

                 Locations of Owned and Leased Real Property

Owned Real Property:    None
Leased Real Property:

<TABLE>
<S>                                                   <C>
      Accredo Health, Incorporated                    Bio Partners In Care, Inc.
      1640 Century Center Parkway                     3411 Office Park Drive
      Suites 101 - 105                                Suite 100
      Memphis, Tennessee  38134                       Dayton, Ohio  45439

      Nova Factor, Inc.                               Bio Partners In Care, Inc.
      1620 Century Center Parkway, #103-110           11411 Strang Line Road
      Memphis, Tennessee  38134                       Lenexa, Kansas  66215

      Hemophilia Health Services, Inc.                Bio Partners In Care, Inc.
      6820 Charlotte Pike                             1 McBride & Son Center Dr
      Suite 100                                       Suite 280
      Nashville, Tennessee  37209                     Chesterfield, Missouri

      Pharmacare Resources Inc.                       Bio Partners In Care, Inc.
      8 Westchester Plaza                             935 W. Chestnut
      Elmsford, New York  10523                       Suite 405
      500 Executive Blvd.                             Chicago, Illinois
      Elmsford, NY

      Texas Health Pharmaceutical Resources           Nova Factor, Inc.
      2100 Hwy. 360, Suite 604                        1680 Century Center Parkway,  Ste 2
      Grand Prairie, Texas  75050                     Memphis, Tennessee 38314

      Sunrise Health Management, Inc.                 Nova Factor, Inc.
      5980-E, F, G & H Unity Drive                    194 West Street, RT 140
      Norcross, Georgia  30071                        Unit 14-A
                                                      Milford, MA  01757
      Nova Factor, Inc.
      3576 Lorna Ridge Drive
      Hoover, Alabama  35216

      Nova Factor, Inc.
      5393 Roosevelt Blvd.
      Jacksonville, Florida  32210

      Nova Factor, Inc.
      11562 Knott Avenue, Unit 6
      Garden Grove, California  92841

      Nova Factor, Inc.
      9625 D Southern Pine Blvd.
      Charlotte, North Carolina  28273
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
      GENTIVA LOCATIONS

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Infusion), Inc.
      4710 Eisenhower Blvd.                     4403 NW Loop 410
      Tampa Florida       33634                 San Antonio, Texas 78229

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      230 Highway 35                            1142 West 2320 South
      Red Bank, New Jersey 07701                West Valley City, Utah  84119

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Infusion), Inc.
      178 Thorn Hill Road                       240 Clearfield Avenue
      Warrendale, Pennsylvania  15086           Virginia Beach, Virginia 23462

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      10431 Perry Highway                       22408 66th Avenue South
      Wexford, Pennsylvania  15090              Kent, Washington  998032

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      140 Lake Drive                            9414 North 25th Avenue
      Wexford, Pennsylvania  15090              Phoenix, Arizona  85021

      Gentiva Health Services (Infusion), Inc.  Gentiva Health Services (Quantum) Corp.
      1421 South Beltline Road                  10500 West Markham
      Coppell, Texas  75019                     Little Rock, Arkansas  72205

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      631 Beacon Pkwy West                      170 N. Maple/1831 Commerce St
      Birmingham, Alabama  35209                Corona, California  92880

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      11211 John Galt Blvd.                     16673 Roscoe Blvd
      Omaha, Nebraska                           North Hills, California  91343

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      9980 Lakeview Avenue                      2970 Hilltop Mall Road
      Lenexa, Kansas  66219                     Richmond, California  94806

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      12900 Foster Street                       361 Inverness Drive
      Overland Park, Kansas  66213              Englewood, Colorado  80112

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      3500 N. Causeway Bldg.                    125 Commerce Court
      Metaire, Louisiana  70002                 Cheshire, Connecticut  06410

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Infusion), Inc.
      505 E. Capivilla                          5249 NW 33rd Avenue
      Las Vegas, Nevada  89119                  Fort Lauderdale, Florida 33309
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      5571 Midway Park Place NE                 931 South Semoran
      Albuquerque, New Mexico  87109            Winter Park, Florida  32792

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      941 Chatham Lane                          805 Franklin Court
      Columbus, Ohio  43221                     Marietta, Georgia  30067

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      5211 Linbar Drive                         501 Kendall Street
      Nashville, Tennessee  37211               Boise, Idaho  83706

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      4343 West Royal Lane                      650 West Grand Avenue
      Irving, Texas  75063                      Elmhurst, Illinois  60126

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      6666 East 75th Street                     9307 Kirby Drive
      Indianapolis, Indiana  46250              Houston, Texas  77054

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Quantum) Corp.
      2415 Heinz Road                           8550 Cinderbed Road
      Iowa City, Iowa  52240                    Newington, Virginia

      Gentiva Health Services (Quantum) Corp.   Gentiva Health Services (Infusion), Inc.
      10801 Electron Drive                      12308 North Corporate Parkway
      Louisville, Kentucky  40299               Mequon, Wisconsin  53092

      Gentiva Health Services (Quantum) Corp.
      165 Forest Street
      Marlboro, Massachusetts  01752

      Gentiva Health Services (Quantum) Corp.
      4000 Grand River Avenue
      Novi, Michigan  48375

      Gentiva Health Services (Quantum) Corp.
      2915 Waters Road
      Eagan Minnesota  55121

      Gentiva Health Services (Quantum) Corp.
      749 Goddard Avenue
      Chesterfield, Missouri  63005

      Gentiva Health Services (Quantum) Corp.
      11 B Commerce Way
      Totowa, New Jersey  07512
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
      Gentiva Health Services (Infusion), Inc.
      80 Express Street
      Plainview, New York  11803

      Gentiva Health Services (Quantum) Corp.
      4180 Piedmont Pkwy
      Greensboro, North Carolina

      Gentiva Health Services (Quantum) Corp.
      4901 West Reno Ave
      Oklahoma City, Oklahoma  73127

      Gentiva Health Services (Quantum) Corp.
      150 Lake Drive
      Wexford, Pennsylvania  15090

      Gentiva Health Services (Infusion), Inc.
      660 Clark Avenue
      King of Prussia, Pennsylvania  19406

      Gentiva Health Services (Quantum) Corp.
      7345 Airport Freeway
      Fort Worth, Texas  76118

      Gentiva Health Services (Quantum) Corp.
      7461 Airport Freeway
      Fort Worth, Texas  76118
</TABLE>
<PAGE>
                                Schedule 6.19(b)

                   Locations of Tangible Personal Property

All of the locations set forth on Schedule 6.20(a) and the following locations:

Dallas Children's Hospital
1935 Motor St.
Dallas, TX  75235

A.I. Dupont Hospital for Children
1600 Rockland Rd.
Wilmington, DE  19899

Children's Home Care
1530 Hillhurst Ave, First Floor
Los Angeles, CA  90027

University Pharmacy of Oklahoma
835 Station L Young Blvd.
Oklahoma City, OK  73104

St. Vincent Mercy Medical Center
2213 Cherry Street
Toledo, OH  43608

Children's National Medical Center
111 Michigan Ave NW
Washington, DC  20010

Johnson City Medical Center
400 North State of Franklin Rd.
Johnson City, TN  37604

LeBonheur Childrens Hospital
50 North Dunlap
Memphis, TN  38103

OUMC/Childrens Hospital
940 NE 13th Street, Room 2G2100
Oklahoma City, OK 73104

OUMC/Everett Tower
1200 Everett Dr,  Room 5E202
Oklahoma City, OK  73104

OUMC/Presbyterian Tower
700 N.E. 13th Street
Oklahoma City, OK  73104
<PAGE>
Biodoron
5821 Hollywood Blvd
Hollywood, FL  33021

Children's Hospital
8200 Dodge Street
Omaha, NE  68114

PGPA Pharmacy
3520 Okemos Road
Okemos, MI  48864

Dr. Sheehy
1401 Avocao Street,  Ste 903
Newport Beach, 92660

Belli Hospital
744 S. Webster Avenue
Green Bay, WI  54305

Children's Mercy Hospital
2401 Gilham Road
Kansas City, MO  64108
<PAGE>
                                Schedule 6.19(c)

      Legal Name, State of Formation and Chief Executive Office Location

Accredo Health, Incorporated, a Delaware corporation
1640 Century Center Parkway, Suite 101
Memphis, Tennessee  38134

Southern Health Systems, Inc., Tennessee corporation
1640 Century Center Parkway, Suite 101
Memphis, Tennessee  38134

Nova Factor, Inc., Tennessee corporation
1620 Century Center Parkway, Suite 109
Memphis, Tennessee  38134

Hemophilia Health Services, Inc., Tennessee corporation
6820 Charlotte Pike, Suite 100
Nashville, Tennessee  37209

Pharmacare Resources Inc., a New York corporation
8 Westchester Plaza
Elmsford, New York  10523

Sunrise Health Management, Inc., a Georgia corporation
5980-E, F, G & H Unity Drive
Norcross, Georgia  30071

Bio Partners In Care, Inc., a Missouri corporation
3411 Office Park Dr., Suite 100
Dayton, Ohio  45439

Gentiva Health Services (Quantum) Corp., Delaware corporation
1640 Century Center Parkway, Suite 101
Memphis, Tennessee  38134

Gentiva Health Services (Infusion), Inc., Delaware corporation
1640 Century Center Parkway, Suite 101
Memphis, Tennessee  38134

Gentiva Health Resources, Inc. (New York), New York corporation
1640 Century Center Parkway, Suite 101
Memphis, Tennessee  38134
<PAGE>
                                  Schedule 7.6

                                    Insurance

See attached.
<PAGE>
                                  Schedule 8.1

                                  Indebtedness

None.
<PAGE>
                                  Schedule 8.6

                                   Investments

None.
<PAGE>
                                  Schedule 8.11

             Limitations on Restricted Actions; Negative Pledges

1.    The distribution agreement with Biogen, Inc. contains restrictions on
the ability of Nova Factor, Inc. to grant Liens in the inventory of Nova
Factor, Inc. consisting of the prescription drug AVONEX.

2. The distribution agreement with Genzyme Corporation and the security
agreement entered into in connection therewith contain restrictions on the
ability of Nova Factor, Inc. consisting of the prescription drug Ceredase and
the prescription drug Cerezyme and all accounts receivable arising from the sale
of such inventory.
<PAGE>
                                  Schedule 8.12

                          Non-Wholly Owned Subsidiaries

Children's Hemophilia Services
6820 Charlotte Pike, Suite 101
Nashville, Tennessee 37201
80% owned by Hemophilia Health Services, Inc.
<PAGE>
                                  Schedule 11.1

                                Notice Addresses

1.    Credit Parties:

      Accredo Health, Incorporated
      1640 Century Center Parkway, Suite 101
      Memphis, TN 38134
      Attention:  Joel R. Kimbrough
                  Chief Financial Officer
      Telephone:  (901) 385-3621
      Facsimile:  (901) 385-3689

      With a copy to:

      Accredo Health, Incorporated
      1640 Century Center Parkway, Suite 101
      Memphis, TN 38134
      Attention:  Tom Bell
                  General Counsel
      Telephone:  (901) 385-3680
      Facsimile:  (901) 385-3689

2.    Administrative Agent:

      For Notices of Borrowing, Notices of Extension/Conversion and Payments:

      Bank of America, N.A., as Administrative Agent
      101 N. Tryon Street, 15th Floor
      NC1-001-15-04
      Charlotte, NC  28255
      Attention:  Catherine Gauthier
      Telephone:  (704) 388-3919
      Facsimile:  (704) 409-0284

      For Compliance Certificates, Financial Statements and all other Notices

      Bank of America, N.A., as Administrative Agent
      231 South LaSalle Street
      Mail Code:  IL1-231-08-30
      Chicago, IL  60697
      Attention:  Kristine Thennes
      Telephone:  (312) 828-1657
      Facsimile:  (877) 206-8412

3.    Issuing Lender:

      Bank of America, N.A.
      333 S. Beaudry Ave.
      Mail Code:  CA9-703-19-23
<PAGE>
      Los Angeles, CA 90017-1466
      Attention:  Teela Yung
      Telephone:  (213) 345-0145
      Facsimile:  (213) 345-6710

4.    Collateral Agent:

      Bank of America, N.A., as Collateral Agent
      231 South LaSalle Street
      Mail Code:  IL1-231-08-30
      Chicago, IL  60697
      Attention:  Kristine Thennes
      Telephone:  (312) 828-1657
      Facsimile:  (877) 206-8412

5.    Lenders:

<TABLE>
<CAPTION>
      Lender                                 Operations Contact                           Credit Contact

<S>                                        <C>                                        <C>
Bank of America, N.A.                      Bank of America, N.A.                      Bank of America, N.A.
                                           101 N. Tryon Street, 15th Floor            414 Union Street, 4th Floor
                                           NC1-001-15-04                              Mail Code:  TN1-100-04-17
                                           Charlotte, NC  28255                       Nashville, TN 37219
                                           Attention:   Catherine Gauthier            Attention:  Elizabeth Knox
                                           Telephone: (704) 388-3919                  Telephone: (615) 749-3918
                                           Facsimile:  (704) 409-0284                 Facsimile:  (615) 749-4951

JPMorgan Chase Bank                        JPMorgan Chase Bank                        JPMorgan Chase Bank
                                           1 Chase Manhattan Plaza, 8th Floor         270 Park Avenue, 15th Floor
                                           New York, NY 10081                         New York, NY 10017
                                           Attention:   Monica Mikolajczyk            Attention:   Dawn Lee Lum
                                           Telephone:  (212) 552-4567                 Telephone:  (212) 270-2472
                                           Facsimile:   (212) 552-7500                Facsimile:   (212) 270-3279

Wachovia Bank, National Association        Wachovia Bank, National Association        Wachovia Bank , National Association
                                           201 S. College Street, NC 1183             1339 Chestnut Street, PA 4830
                                           Charlotte, NC 28288                        Philadelphia, PA 19107
                                           Attention:   Sue Patterson                 Attention:   Ruth Leone
                                           Telephone:  (704) 374-7121                 Telephone:  (267) 321-6620
                                           Facsimile:   (704) 383-7201                Facsimile:   (267) 321-6701

First Tennessee Bank National Association  First Tennessee Bank National Association  First Tennessee Bank National Association
                                           165 Madison Avenue, 10th Floor             165 Madison Avenue, 10th Floor
                                           Memphis, TN 38103                          Memphis, TN 38103
                                           Attention:   Michelle Butler               Attention:   Bob Nieman
                                           Telephone:  (901) 523-4249                 Telephone:  (901) 523-4259
                                           Facsimile:  (901) 523-4235                 Facsimile:  (901) 523-4235

Brown Brothers Harriman & Co.              Brown Brothers Harriman & Co.              Brown Brothers Harriman & Co.
                                           40 Water Street                            40 Water Street
                                           Boston, MA 02109                           Boston, MA 02109
                                           Attention:   Margaret O'Brien              Attention:   Susan Falzarano
                                           Telephone:  (617) 772-6903                 Telephone:  (617) 772-6902
                                           Facsimile:   (617) 772-2230                Facsimile:   (617) 772-2230
</TABLE>
<PAGE>
<TABLE>
<S>                                        <C>                                        <C>
Union Planters Bank, National Association  Union Planters Bank, National Association  Union Planters Bank, National Association
                                           6200 Poplar Avenue, 3rd Floor              6200 Poplar Avenue, 3rd Floor
                                           Memphis, TN 38119                          Memphis, TN 38119
                                           Attention:   Venita Brooks                 Attention:   Craig Gardella, SVP
                                           Telephone:  (901) 580-5480                 Telephone:  (901) 580-5507
                                           Facsimile:   (901) 580-5451                Facsimile:   (901) 580-5451

Credit Lyonnais New York Branch            Credit Lyonnais New York Branch            Credit Lyonnais New York Branch
                                           1301 Avenue of the Americas                1301 Avenue of the Americas
                                           New York, NY 10019                         New York, NY 10019
                                           Attention:   Gener David                   Attention:   Tom Randolph
                                           Telephone:  (212) 261-7741                 Telephone:  (212) 261-7431
                                           Facsimile:   (212) 459-3181                Facsimile:   (212) 261-3440

Fleet National Bank                        Fleet National Bank                        Fleet National Bank
                                           100 Federal Street                         100 Federal Street
                                           MADE 100 10B                               MADE 100 10B
                                           Boston, MA 02110                           Boston, MA 02110
                                           Attention:   Vani Rattan                   Attention:   Bart Coughlin
                                           Telephone:  (617) 434-5277                 Telephone:  (617) 434-6188
                                           Facsimile:   (617) 434-0800                Facsimile:   (617) 434-2472

SunTrust Bank                              SunTrust Bank                              SunTrust Bank
                                           201 4th Avenue North                       201 4th Avenue North
                                           Nashville, TN 37219                        Nashville, TN 37219
                                           Attention:   Leigh Anne Gregory            Attention:   Brooks Hubbard
                                           Telephone:  (615) 748-5461                 Telephone:  (615) 748-4464
                                           Facsimile:   (615) 748-4611                Facsimile:   (615) 748-5117

Deutsche Bank Trust Company Americas       Deutsche Bank Trust Company Americas       Deutsche Bank Trust Company Americas
                                           90 Hudson Street                           31 W. 52nd Street
                                           MS: JCY05-0511                             MS: JCY05-0511
                                           Jersey City, NJ 07302                      Jersey City, NJ 07302
                                           Attention:  Christopher Dibiase            Attention:  Scottye Lindsey
                                           Telephone:  (201) 593-2175                 Telephone:  (646) 324-2197
                                           Facsimile:   (201) 593-2808                Facsimile:   (646) 324-7456

Comerica Bank                              Comerica Bank                              Comerica Bank
                                           500 Woodward Avenue                        500 Woodward Avenue
                                           MC 3269                                    MC 3269
                                           Detroit, MI 48275                          Detroit, MI 48275
                                           Attention:   Beverly Jones                 Attention:   Kathleen M. Kasperek
                                           Telephone:  (313) 222-3805                 Telephone:  (313) 222-3808
                                           Facsimile:   (313) 222-9516                Facsimile:   (313) 222-9516

Trust One Bank                             Trust One Bank                             Trust One Bank
                                           1715 Aaron Brenner Dr., Ste 100            1715 Aaron Brenner Dr., Ste 100
                                           Memphis, TN 38120                          Memphis, TN 38120
                                           Attention:   Erin Ward, SVP                Attention:   Julie Cutler
                                           Telephone:  (901) 759-3503                 Telephone:  (901) 759-3535
                                           Facsimile:   (901) 759-3570                Facsimile:   (901) 759-3570
</TABLE>
<PAGE>
<TABLE>
<S>                                        <C>                                        <C>
U.S. Bank National Association             U.S. Bank National Association             U.S. Bank National Association
                                           150 4th Avenue North                       1850 Osborn Avenue
                                           Nashville, TN 37219                        Oshkosh, WI 54902
                                           Attention:  S. W. Choppin                  Telephone:  920-237-7604
                                           Telephone:  (615) 251-9225                 Facsimile:   920-237-7993
                                           Facsimile: (615) 251-0729
</TABLE>
<PAGE>
                                   Exhibit 1.1

            FORM OF GENZYME INTERCREDITOR AND SUBORDINATION AGREEMENT

                        INTERCREDITOR, SUBORDINATION AND
                           COLLECTION AGENCY AGREEMENT

            THIS INTERCREDITOR, SUBORDINATION AND COLLECTION AGENCY AGREEMENT
("Agreement") is made and entered into as of June 13, 2002, by and among NOVA
FACTOR, INC., a Tennessee corporation ("NF"), BANK OF AMERICA, N.A., as Bank
Collateral Agent, BANK OF AMERICA, N.A., as Bank Administrative Agent, and
GENZYME CORPORATION, a Massachusetts corporation ("Genzyme").

                                   WITNESSETH:

           WHEREAS, a revolving credit and term loan credit facility has been
established pursuant that Credit Agreement dated as of June 13, 2002 (as
amended, modified, increased, extended and renewed, the "Credit Agreement")
among Accredo Health, Incorporated, a Delaware corporation (the "Parent"), as
borrower, NF and certain other subsidiaries of the Parent identified therein, as
guarantors (the "Guarantors" and together with NF, the "Credit Parties"), the
financial institutions identified therein (the "Lenders"), and Bank of America,
N.A., as Administrative Agent (the "Bank Administrative Agent");

           WHEREAS, the Credit Parties have entered into a Security Agreement
dated as of June 13, 2002 (as amended, modified, extended or renewed, the "Bank
Security Agreement") with Bank of America, N.A., as collateral agent (in such
capacity, the "Bank Collateral Agent") for the Lenders and the holders of
certain other obligations more particularly described therein (the "Secured
Parties") whereby the Credit Parties have granted a security interest in, among
other things, all of their inventory and accounts, including those arising out
of the purchase and sale of the prescription drug Ceredase(R) or the
prescription drug Cerezyme(R), together with all proceeds thereof; and

           WHEREAS, NF and Genzyme have entered into an Amended and Restated
Distribution Agreement dated as of January 1, 1998 (as amended and modified from
time to time, the "Genzyme Distribution Agreement") pursuant to which NF will
purchase Cerezyme(R) and Ceredase(R) from Genzyme for resale, and a copy
of the Genzyme Distribution Agreement has been provided to the Bank
Administrative Agent;

           WHEREAS, NF and Genzyme have entered into an Amended and Restated
Security Agreement dated as of January 1, 1998 ("Genzyme Security Agreement") as
security for NF's obligations under the Genzyme Distribution Agreement, and a
copy of the Genzyme Security Agreement has been provided to the Bank
Administrative Agent;

           NOW, THEREFORE, for good and valuable consideration, the parties
hereto agree as follows:

           1. The Bank Collateral Agent, for and on behalf of itself and the
Secured Parties, hereby agrees that the security interest of the Bank Collateral
Agent under the Bank Security Agreement in that portion of NF's inventory
consisting of the prescription drug Ceredase(R) and the prescription drug
<PAGE>
Cerezyme(R) (the "Inventory") is subordinate to the liens of Genzyme in the
Inventory under the Genzyme Security Agreement.

           2. Genzyme hereby agrees that its security interest and all of its
rights and remedies, whether now existing or hereafter arising, in or related to
the accounts, accounts receivable, chattel paper, instruments, general
intangibles and other obligations of any kind, whether or not evidenced by an
instrument or chattel paper, representing or arising out of the sale by NF of
Ceredase(R) or Cerezyme(R) (collectively, the "Accounts") and any and all
security agreements or other contracts securing or otherwise relating to any
such Accounts be and hereby are subordinate to the security interests and rights
of the Bank Collateral Agent and the Secured Parties in the Accounts under the
Bank Security Agreement. Notwithstanding the foregoing, so long as there is no
default by the Credit Parties under the Credit Agreement, Genzyme shall be
permitted to receive all payments due and owing under the Genzyme Distribution
Agreement.

           3. The Bank Collateral Agent, for and on behalf of itself and the
Secured Parties, hereby consents to the continued encumbrance upon the Accounts
created by the Genzyme Distribution Agreement and the Genzyme Security
Agreement. The Bank Administrative Agent and the Bank Collateral Agent agree
that Genzyme and NF can restate, modify or supersede the Genzyme Distribution
Agreement without their consent or the consent of the Secured Parties.

           4. Genzyme hereby consents to the encumbrance upon the Inventory and
Accounts created by the Bank Security Agreement and the execution and delivery
by NF of the Credit Agreement and the Bank Security Agreement, and agrees that
the foregoing encumbrances shall not constitute a default under the Genzyme
Security Agreement.

           5. Genzyme agrees not to terminate the Genzyme Distribution Agreement
pursuant to the second sentence of Section 3.2(d) thereof upon a breach of the
Genzyme Distribution Agreement unless Genzyme has given the Bank Collateral
Agent written notice of such breach and such breach is not cured within 30 days
of such breach. The Bank Collateral Agent, for the benefit of the Secured
Parties, shall have the right to cure such default to the extent such default is
curable. Genzyme agrees not to exercise any of its rights as a secured party
pursuant to the Genzyme Security Agreement without giving Bank Collateral Agent
written notice at least equal to the cure period set out in the Genzyme Security
Agreement, which period may be simultaneous with such cure period.

           6. The Bank Collateral Agent and NF each agree to give Genzyme
written notice of on the date (a) of any acceleration of the obligations of the
Credit Parties under the Credit Agreement, (b) three (3) business days after any
default by the Parent in the payment of principal or interest under the Credit
Agreement when due and such default shall not have been cured or waived by the
Lenders and (c) thirty (30) days after any default by the Parent under any of
the financial covenants in the Credit Agreement and such default shall not have
been cured or waived by the Lenders (each such event is herein a "Default" and
each such notice is herein a "Default Notice"). NF further agrees that from and
after its delivery of such a Default Notice (the "Default Notice Delivery
Date"), and unless and until such Default is cured, NF shall (i) not sell that
portion of the Inventory then or after held by NF that is equal in amount to the
payable owed by NF to Genzyme on or after the Default Notice Delivery Date (the
"Genzyme Financed Inventory") without the prior written consent of Genzyme, and
(ii) if Genzyme shall not allow the continued sale of the Inventory by NF within
ten(10) business days after Genzyme's receipt of the Default Notice, Genzyme or
its designee shall accept the return of all Genzyme Financed Inventory then held
by NF in consideration of a credit in the amount of the unpaid payable owed by
NF to Genzyme for each such unit of Genzyme Financed Inventory returned to
Genzyme by NF, except any units of Genzyme Financed Inventory that were
destroyed or damaged for which NF bears the risk of loss under the Genzyme
Distribution Agreement. In such latter instance, the Bank Collateral Agent, for
and on behalf of


                                       2
<PAGE>
itself and the Secured Parties, hereby consents to the transfer of the Genzyme
Financed Inventory free and clear of the lien of the Bank Collateral Agent and
the Secured Parties. If Genzyme consents to the sale of Genzyme Financed
Inventory by NF to a third party in the ordinary course of business after the
Default Notice Delivery Date, for so long and to the extent that NF maintains an
outstanding payable to Genzyme, (i) NF, the Bank Administrative Agent and the
Bank Collateral Agent, for and on behalf of itself and the Secured Parties,
agree that the proceeds received by NF from the sale of the Genzyme Financed
Inventory (the "Genzyme Financed Proceeds") shall be collected and held in trust
by NF for the benefit of Genzyme and shall be remitted immediately by NF to
Genzyme in satisfaction of any outstanding payable owed by NF to Genzyme, and
(ii) notwithstanding the provisions of Paragraph 2 of this Agreement, the Bank
Collateral Agent and the Secured Parties agree that the lien granted by NF to
the Bank Collateral Agent and the Secured Parties on that portion of the
Accounts that constitutes the Genzyme Financed Proceeds shall be subordinate to
the lien granted to Genzyme on that portion of the Accounts that constitutes the
Genzyme Financed Proceeds. Notwithstanding anything herein or elsewhere to the
contrary, the failure of the Bank Collateral Agent or any of the Secured Parties
to give Genzyme any notice required hereunder (including any Default Notice)
shall not result in any claim for damages (whether in contract, tort or
otherwise) by Genzyme against either the Bank Collateral Agent and/or the
Secured Parties.

           7. Each of NF and the Bank Collateral Agent agrees to provide written
notice to Genzyme on the date three business days (a) after the date of any
default by the Parent under any of the financial covenants in the Credit
Agreement and (b) after the date any such default is cured or waived by the
Lenders.

           8. The Bank Collateral Agent, for and on behalf of itself and the
Secured Parties, agrees not to foreclose on the Inventory unless the Bank
Collateral Agent has first given Genzyme 45 days prior written notice of such
foreclosure sale date.

           9. Nothing herein shall be deemed to constitute an agreement,
implicitly or explicitly, by Genzyme to subordinate its lien priority with
respect to the Inventory or the Accounts to any other person or party other than
the Bank Collateral Agent for the benefit of the Secured Parties and their
successors in interest and assigns.

           10. (a) After the acceleration of the loans and other obligations
under the Credit Agreement, the parties agree that Genzyme shall have the first
option to be the collection agent for all Accounts. Genzyme agrees to give
notice of its decision whether it shall exercise this option within three (3)
business days after receipt of notification by the Bank Collateral Agent of the
acceleration of the loans and other obligations under the Credit Agreement.
Therefore, the Bank Collateral Agent, for and on behalf of itself and the
Secured Parties, hereby constitutes and appoints Genzyme as the agent and
attorney in fact for the Bank Collateral Agent and the Secured Parties with full
power of substitution or revocation, and hereby grants to Genzyme the rights and
powers enumerated herein, for the purpose of taking any action or executing any
instrument which Genzyme may deem necessary or advisable to accomplish the
purposes set forth in this Paragraph 9.

               (b) After the Bank Collateral Agent has notified Genzyme of the
acceleration of the loans and other obligations under the Credit Agreement, and
if Genzyme has agreed to act as collection agent for the Secured Parties,
Genzyme shall act as agent for the Secured Parties for the collection of all
Accounts, shall succeed to the rights of NF under its Sale and Billing Agent
Agreements, relating to the sale of Ceredase(R) and Cerezyme(R) , between NF and
the physicians to whom NF sells Ceredase(R) or Cerezyme(R), except the Accounts
shall remain the property of NF, to be applied pursuant to the Credit Agreement
and the Bank Security Agreement and the Genzyme Security Agreement. All amounts
received by Genzyme as collection agent hereunder as proceeds of the Accounts
shall be received and held in trust for the benefit of the Secured Parties,
subject to the provisions of Paragraph 6 above, shall be


                                       3
<PAGE>
segregated from other funds of Genzyme, and shall be forthwith paid over to the
Bank Collateral Agent for the benefit of the Secured Parties in the exact form
received, and Genzyme shall provide the Bank Collateral Agent on a monthly
basis, a full accounting of all collections on the Accounts (which shall include
copies of all explanation of benefit forms relating to such accounts), and on
request of the Bank Collateral Agent, at any time, a copy of all explanation of
benefit forms received by it.

               (c) When acting as collection agent pursuant to this Paragraph 9,
Genzyme shall monitor and coordinate the collection of all monies due under the
Accounts; however, Genzyme shall not be responsible for any failure to collect
any account receivable from a patient or third party payor. Genzyme shall use
all reasonable efforts to collect all outstanding amounts on any account, but
Genzyme shall have the sole discretion to undertake, or refrain from
undertaking, litigation. Subject to the foregoing, nothing herein shall restrict
the Bank Collateral Agent's and/or the Secured Parties' ability to collect or
process the proceeds of any such accounts receivable. Genzyme shall not
compromise or settle any claims for the collection of Accounts, without the
prior written consent of the Bank Collateral Agent, which consent shall not be
unreasonably withheld or delayed.

               (d) NF hereby consents to the naming of Genzyme as collection
agent after acceleration of the loans and other obligations under the Credit
Agreement, and hereby agrees and consents to Genzyme succeeding to all their
rights and obligations pursuant to the Sale and Billing Agent Agreements, except
the Accounts shall remain the property of NF, to be applied pursuant to the
Genzyme Security Agreement. Genzyme is authorized to take only such action as
Bank Collateral Agent and/or the Secured Parties have the ability to take
pursuant to the Bank Security Agreement and shall be subject to the same
obligations and restrictions that the Bank Collateral Agent and the Secured
Parties are subject to pursuant to such agreement.

           Notwithstanding anything herein to the contrary, Genzyme shall be
entitled to retain all proceeds of Accounts in excess of the indebtedness owed
the Secured Parties, to the extent said amounts are due and owing to Genzyme.

           11. Genzyme hereby covenants that it shall not, at any time, use any
third party payor provider number or such other identification of NF as a
distributor of Ceredase(R) or Cerezyme(R).

           12. Genzyme and the Bank Collateral Agent hereby covenant that the
exercise of any and all remedies either may have in the Inventory and Accounts
pursuant to any loan document now or hereafter entered into with the Credit
Parties shall be governed by this Agreement.

           13. Genzyme hereby represents and warrants that the security
interests set forth in the Genzyme Distribution Agreement and the Genzyme
Security Agreement are the only security interests it has in any property of NF.

           14. This Agreement shall be binding upon the parties hereto and inure
to the benefit of the parties hereto and their successors and assigns.

           15. The Bank Collateral Agent and the Bank Administrative Agent
represent and warrant that they have the full right, title, power and authority
to enter into this Agreement. Genzyme represents and warrants that it is the
owner and holder of the indebtedness evidenced by the Genzyme Distribution
Agreement and that it has the full right, title, power and authority to enter
into this Agreement. NF represents and warrants that it has the full right,
title, power and authority to enter into this Agreement.


                                       4
<PAGE>
           16. The parties agree to take all action and execute all documents
necessary to effectuate the purposes of this Agreement, including but not
limited to the execution and filing of UCC-3 amendments to financing statements.

           17. The Bank Administrative Agent agrees to notify Genzyme in writing
prior to increasing the aggregate amount of the credit facility above
$325,000,000, provided that (a) Genzyme shall have no right to object to such
increase, this paragraph being solely for notification purposes, and (b) the
failure of the Bank Administrative Agent to give such notice shall not affect
any such increase. The address of Genzyme for purposes of forwarding this notice
and any other notices under this Agreement shall be as follows:

                               Genzyme Corporation
                               One Kendall Square
                               Cambridge, MA  02139
                               Attention:  Chief Financial Officer

                               with a copy to:

                               Genzyme Corporation
                               Legal Department
                               One Kendall Square
                               Cambridge, Massachusetts  02139
                               Attention:  Chief Legal Officer

The address for the Bank Administrative Agent and Bank Collateral Agent for such
purposes shall be as follows:

                               Bank of America, N.A., as Collateral Agent
                               231 South LaSalle Street
                               Mail Code:  IL1-231-08-30
                               Chicago, IL  60697
                               Attention:  Kristine Thennes

           18. This Agreement shall be deemed a contract made under the laws of
the State of Tennessee and shall be governed by and construed in accordance with
the internal laws of said state.

           19. This Agreement 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 and all of which when taken
together shall constitute one and the same instrument.

           20. This Agreement may be amended only in writing, signed by all the
parties hereto.

           21. This Agreement constitutes the full and entire understanding and
agreement between the parties with respect to the subjects set forth herein.

           22. In the event that any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality of unenforceability
shall not affect any other provisions of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable position had not
been contained herein.

                            [Signature Pages Follow]


                                       5
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.

                                      NOVA FACTOR, INC.,
                                      a Tennessee corporation

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

                                      GENZYME CORPORATION,
                                      a Massachusetts corporation

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

                                      BANK OF AMERICA, N.A.,
                                      as Bank Collateral Agent

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

                                      BANK OF AMERICA, N.A.,
                                      as Bank Administrative Agent

                                      By:
                                             -----------------------------------
                                      Name:
                                      Title:
<PAGE>
                                Exhibit 2.2(a)(i)

                   FORM OF NOTICE OF REVOLVING LOAN BORROWING

Bank of America, N.A., as Administrative Agent
101 N. Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attn:      Agency Services

Re:        Amended and Restated Credit Agreement (as amended, modified,
           supplemented, increased and extended from time to time, the "Credit
           Agreement") dated as of June 13, 2002 among Accredo Health,
           Incorporated, a Delaware corporation (the "Borrower"), the Guarantors
           identified therein, the Lenders identified therein and Bank of
           America, N.A., as Administrative Agent. Terms used but not otherwise
           defined herein shall have the meanings provided in the Credit
           Agreement.

Ladies and Gentlemen:

           The Borrower hereby gives notice pursuant to Section 2.2 of the
Credit Agreement that it requests a Revolving Loan advance under the Credit
Agreement and in connection therewith sets forth below the terms on which such
advance is requested to be made:

(A)        Date of Borrowing (which is a Business Day)   _______________________

(B)        Principal Amount of Borrowing                 _______________________

(C)        Interest rate basis                           _______________________

(D)        Interest Period and the last day thereof      _______________________

           The Borrower hereby represents and warrants to the Administrative
Agent and each Lender that:

                     (i) Representations and Warranties. The representations and
           warranties made by the Credit Parties in the Credit Documents and in
           any certificate furnished at any time under or in connection with the
           Credit Documents are true and correct in all material respects on and
           as of the date of borrowing set forth above (except for those that
           expressly relate to an earlier date).

                     (ii) No Default or Event of Default. No Default or Event of
           Default has occurred and is continuing on the date of borrowing set
           forth above or would exist after giving effect to the requested
           Extension of Credit.

                                        ACCREDO HEALTH, INCORPORATED,
                                        a Delaware corporation

                                        By:_____________________________________
                                        Name:
                                        Title:
<PAGE>
                               Exhibit 2.2(a)(ii)

                  FORM OF NOTICE OF REQUEST OF LETTER OF CREDIT

Bank of America, N.A., as Issuing Lender
101 N. Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attn:  Agency Services

Re:    Amended and Restated Credit Agreement (as amended, modified,
       supplemented, increased and extended from time to time, the "Credit
       Agreement") dated as of June 13, 2002 among Accredo Health,
       Incorporated, a Delaware corporation (the "Borrower"), the Guarantors
       identified therein, the Lenders identified therein and Bank of
       America, N.A., as Administrative Agent. Terms used but not otherwise
       defined herein shall have the meanings provided in the Credit
       Agreement.

Ladies and Gentlemen:

           The Borrower hereby gives notice pursuant to Section 2.2 of the
Credit Agreement that it requests a the issuance of a Letter of Credit under the
Credit Agreement as follows:

(1)   Account Party:

(2)   For use by:

(3)   Beneficiary:

(4)   Face Amount of Letter of Credit:

(5)   Date of Issuance:

Delivery of Letter of Credit should be made as follows:

           The Borrower hereby represents and warrants to the Administrative
Agent and each Lender that:

                     (i) Representations and Warranties. The representations and
           warranties made by the Credit Parties in the Credit Documents and in
           any certificate furnished at any time under or in connection with the
           Credit Documents are true and correct in all material respects on and
           as of the date of borrowing set forth above (except for those that
           expressly relate to an earlier date).

                     (ii) No Default or Event of Default. No Default or Event of
           Default has occurred and is continuing on the date of borrowing set
           forth above or would exist after giving effect to the requested
           Extension of Credit.

                                    ACCREDO HEALTH, INCORPORATED,
                                    a Delaware corporation

                                    By: ________________________________________
                                    Name:
                                    Title:
<PAGE>
                               Exhibit 2.2(a)(iii)

                   FORM OF NOTICE OF SWINGLINE LOAN BORROWING

Bank of America, N.A., as Administrative Agent
101 N. Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attn: Agency Services

Re:   Amended and Restated Credit Agreement (as amended, modified,
      supplemented, increased and extended from time to time, the "Credit
      Agreement") dated as of June 13, 2002 among Accredo Health,
      Incorporated, a Delaware corporation (the "Borrower"), the Guarantors
      identified therein, the Lenders identified therein and Bank of
      America, N.A., as Administrative Agent. Terms used but not otherwise
      defined herein shall have the meanings provided in the Credit
      Agreement.

Ladies and Gentlemen:

           The Borrower hereby gives notice pursuant to Section 2.2 of the
Credit Agreement that it requests a Swingline Loan advance under the Credit
Agreement and in connection therewith sets forth below the terms on which such
advance is requested to be made:

(A)   Date of Borrowing (which is a Business Day)        _______________________

(B)   Principal Amount of Borrowing                      _______________________

(C)   Interest rate basis                                _______________________

(D)   Interest Period and the last day thereof           _______________________

      The Borrower hereby represents and warrants to the Administrative
Agent and each Lender that:

                     (i) Representations and Warranties. The representations and
           warranties made by the Credit Parties in the Credit Documents and in
           any certificate furnished at any time under or in connection with the
           Credit Documents are true and correct in all material respects on and
           as of the date of borrowing set forth above (except for those that
           expressly relate to an earlier date).

                     (ii) No Default or Event of Default. No Default or Event of
           Default has occurred and is continuing on the date of borrowing set
           forth above or would exist after giving effect to the requested
           Extension of Credit.

                                      ACCREDO HEALTH, INCORPORATED,
                                      a Delaware corporation

                                      By: ______________________________________
                                      Name:
                                      Title:
<PAGE>
                                  Exhibit 2.5-1

                                     FORM OF
                                 REVOLVING NOTE

                                                                   June 13, 2002

           FOR VALUE RECEIVED, ACCREDO HEALTH, INCORPORATED, a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
______________________, its successors and assigns (the "Lender"), on or before
the Termination Date to the office of the Administrative Agent in immediately
available funds as provided in the Credit Agreement,

                  (i) in the case of Revolving Loans, the Lender's Revolving
           Committed Amount or, if less, the aggregate unpaid principal amount
           of all Revolving Loans owing to the Lender; and

                  (ii) in the case of Swingline Loans, if the Lender is the
           Swingline Lender, the Swingline Committed Amount or, if less, the
           aggregate unpaid principal amount of all Swingline Loans owing to the
           Swingline Lender;

together with interest thereon at the rates and as provided in the Credit
Agreement.

           This Revolving Note is one of the Revolving Notes referred to in the
Amended and Restated Credit Agreement (as amended, modified, supplemented,
increased and extended from time to time, the "Credit Agreement") dated as of
June 13, 2002 among the Borrower, the Guarantors identified therein, the Lenders
identified therein and Bank of America, N.A., as Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement.

           The holder may endorse and attach a schedule to reflect borrowings
evidenced by this Revolving Note and all payments and prepayments thereon;
provided that any failure to endorse such information shall not affect the
obligation of the Borrower to pay amounts evidenced hereby.

           Upon the occurrence of an Event of Default, all amounts evidenced by
this Revolving Note may, or shall, become immediately due and payable as
provided in the Credit Agreement without presentment, demand, protest or notice
of any kind, all of which are waived by the Borrower. In the event payment of
amounts evidenced by this Revolving Note is not made at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys' fees actually
incurred and expenses but excluding the allocated cost of internal counsel.

           This Revolving Note and the Loans and amounts evidenced hereby may be
transferred only as provided in the Credit Agreement.

           This Revolving Note shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
<PAGE>
           IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be
duly executed by its duly authorized officer as of the day and year first above
written.

                                    ACCREDO HEALTH, INCORPORATED,
                                    a Delaware corporation

                                    By:________________________________________
                                    Name:
                                    Title:


                                       2
<PAGE>
                                  Exhibit 2.5-2

                                     FORM OF
                               TRANCHE A TERM NOTE

$__________                                                        June 13, 2002

           FOR VALUE RECEIVED, ACCREDO HEALTH, INCORPORATED, a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
______________________, its successors and assigns (the "Lender"), to the office
of the Administrative Agent in immediately available funds as provided in the
Credit Agreement, the aggregate principal amount of $__________ on the dates and
in the amounts set forth in the Credit Agreement, together with interest thereon
at the rates and as provided in the Credit Agreement.

           This Tranche A Term Note is one of the Tranche A Term Notes referred
to in the Amended and Restated Credit Agreement (as amended, modified,
supplemented, increased and extended from time to time, the "Credit Agreement")
dated as of June 13, 2002 among the Borrower, the Guarantors identified therein,
the Lenders identified therein and Bank of America, N.A., as Administrative
Agent. Capitalized terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement.

           The holder may endorse and attach a schedule to reflect borrowings
evidenced by this Tranche A Term Note and all payments and prepayments thereon;
provided that any failure to endorse such information shall not affect the
obligation of the Borrower to pay amounts evidenced hereby.

           Upon the occurrence of an Event of Default, all amounts evidenced by
this Tranche A Term Note may, or shall, become immediately due and payable as
provided in the Credit Agreement without presentment, demand, protest or notice
of any kind, all of which are waived by the Borrower. In the event payment of
amounts evidenced by this Tranche A Term Note is not made at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys' fees actually
incurred and expenses but excluding the allocated cost of internal counsel.

           This Tranche A Term Note and the Loans and amounts evidenced hereby
may be transferred only as provided in the Credit Agreement.

           This Tranche A Term Note shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
<PAGE>
           IN WITNESS WHEREOF, the Borrower has caused this Tranche A Term Note
to be duly executed by its duly authorized officer as of the day and year first
above written.

                                    ACCREDO HEALTH, INCORPORATED,
                                    a Delaware corporation

                                    By:________________________________________
                                    Name:
                                    Title:


                                       2
<PAGE>
                                  Exhibit 2.5-3

                                     FORM OF
                               TRANCHE B TERM NOTE

$__________                                                        June 13, 2002

           FOR VALUE RECEIVED, ACCREDO HEALTH, INCORPORATED, a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
______________________, its successors and assigns (the "Lender"), to the office
of the Administrative Agent in immediately available funds as provided in the
Credit Agreement, the aggregate principal amount of $__________ on the dates and
in the amounts set forth in the Credit Agreement, together with interest thereon
at the rates and as provided in the Credit Agreement.

           This Tranche B Term Note is one of the Tranche B Term Notes referred
to in the Amended and Restated Credit Agreement (as amended, modified,
supplemented, increased and extended from time to time, the "Credit Agreement")
dated as of June 13, 2002 among the Borrower, the Guarantors identified therein,
the Lenders identified therein and Bank of America, N.A., as Administrative
Agent. Capitalized terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement.

           The holder may endorse and attach a schedule to reflect borrowings
evidenced by this Tranche B Term Note and all payments and prepayments thereon;
provided that any failure to endorse such information shall not affect the
obligation of the Borrower to pay amounts evidenced hereby.

           Upon the occurrence of an Event of Default, all amounts evidenced by
this Tranche B Term Note may, or shall, become immediately due and payable as
provided in the Credit Agreement without presentment, demand, protest or notice
of any kind, all of which are waived by the Borrower. In the event payment of
amounts evidenced by this Tranche B Term Note is not made at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys' fees actually
incurred and expenses but excluding the allocated cost of internal counsel.

           This Tranche B Term Note and the Loans and amounts evidenced hereby
may be transferred only as provided in the Credit Agreement.

           This Tranche B Term Note shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
<PAGE>
           IN WITNESS WHEREOF, the Borrower has caused this Tranche B Term Note
to be duly executed by its duly authorized officer as of the day and year first
above written.

                                    ACCREDO HEALTH, INCORPORATED,
                                    a Delaware corporation

                                    By:________________________________________
                                    Name:
                                    Title:


                                       2
<PAGE>
                                   Exhibit 3.2

                  FORM OF NOTICE OF CONTINUATION/CONVERSION

Bank of America, N.A., as Administrative Agent
101 N. Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attn: Agency Services

Re:   Amended and Restated Credit Agreement (as amended, modified, supplemented,
      increased and extended from time to time, the "Credit Agreement") dated as
      of June 13, 2002 among Accredo Health, Incorporated, a Delaware
      corporation (the "Borrower"), the Guarantors identified therein, the
      Lenders identified therein and Bank of America, N.A., as Administrative
      Agent. Terms used but not otherwise defined herein shall have the meanings
      provided in the Credit Agreement.

Ladies and Gentlemen:

      Pursuant to Section 3.2 of the Credit Agreement, the Borrower hereby
requests an Continuation or Conversion of a Loan outstanding under the Credit
Agreement, and in connection therewith sets forth below the terms on which such
Continuation or Conversion is requested to be made:

(A)   Loan Type                                       _______________________

(B)   Date of Continuation or Conversion
      (which is the last day of the applicable
      Interest Period)                                _______________________

(C)   Principal Amount of Continuation or Conversion  _______________________

(D)   Interest rate basis                             _______________________

(E)   Interest Period and the last day thereof        _______________________

      The Borrower hereby represents and warrants to the Administrative Agent
and each Lender that:

            (i) Representations and Warranties. The representations and
      warranties made by the Credit Parties in the Credit Documents and in any
      certificate furnished at any time under or in connection with the Credit
      Documents are true and correct in all material respects on and as of the
      date of borrowing set forth above (except for those that expressly relate
      to an earlier date).

            (ii) No Default or Event of Default. No Default or Event of Default
      has occurred and is continuing on the date of borrowing set forth above or
      would exist after giving effect to the requested Extension of Credit.

                                          ACCREDO HEALTH, INCORPORATED,
                                          a Delaware corporation

                                          By:
                                             ___________________________________
                                          Name:
                                          Title:
<PAGE>
                                   Exhibit 5.1

                          Form of Officer's Certificate

      Pursuant to Section 5.1 of the Amended and Restated Credit Agreement (the
"Credit Agreement"), dated as of June 13, 2002 by and among ACCREDO HEALTH,
INCORPORATED, a Delaware corporation (the "Borrower"), the Guarantors identified
therein, the Lenders identified therein and BANK OF AMERICA, N.A., as
Administrative Agent, the undersigned, ___________, Secretary of _______________
(the "Corporation"), in such capacity and not in his or her individual capacity,
hereby certifies to the Administrative Agent and the Lenders as follows:

      1. Attached hereto as Annex I is a true and complete copy of resolutions
duly adopted by the board of directors of the Corporation on __________, 200_.
The attached resolutions have not been rescinded or modified and remain in full
force and effect. The attached resolutions are the only corporate proceedings of
the Corporation now in force relating to or affecting the matters referenced
therein.

      2.    Attached hereto as Annex II is a true and complete copy of the
Bylaws of the Corporation as in effect on the date hereof.

      3. Attached hereto as Annex III is a true and complete copy of the
Certificate of Incorporation of the Corporation and all amendments thereto as in
effect on the date hereof.

      4. Each of the following persons is now a duly elected and qualified
officer of the Corporation, holding the office(s) indicated, and the signature
appearing opposite his/her name below is his/her true and genuine signature, and
such officer is duly authorized to execute and deliver on behalf of the
Corporation, the Credit Agreement, the Notes and the other Credit Documents.

<TABLE>
<CAPTION>
           Name                       Title                    Signature
           ----                       -----                    ---------
<S>                                  <C>             <C>

                                                     ___________________________

                                                     ___________________________
</TABLE>

      IN WITNESS WHEREOF, the undersigned has hereunto set his/her name.

                                          ______________________________________
                                          Secretary
                                          Date: [INSERT THE CLOSING DATE]

      I, _____________________, [Title] of the Corporation, hereby certify that
_______________, whose genuine signature appears above, is a duly elected,
qualified and acting Secretary of the Corporation.


                                          ______________________________________
                                          [Title]
                                          Date:       [INSERT THE CLOSING DATE]
<PAGE>
                                 Exhibit 7.1(c)

                   FORM OF OFFICER'S COMPLIANCE CERTIFICATE

For the fiscal quarter ended _________________, ___.

      Reference is hereby made to that Amended and Restated Credit Agreement (as
amended, modified, supplemented, increased and extended from time to time, the
"Credit Agreement") dated as of June 13, 2002 among the Accredo Health,
Incorporated, a Delaware corporation (the "Borrower"), the Guarantors identified
therein, the Lenders identified therein and Bank of America, N.A., as
Administrative Agent.

      I, [INSERT NAME], [INSERT TITLE] of the Borrower, in such capacity and not
in my individual capacity, hereby certify to the Administrative Agent and the
Lenders that:

      (a)   The company-prepared financial statements that accompany this
            certificate are true and correct in all material respects and have
            been prepared in accordance with GAAP applied on a consistent basis,
            subject to changes resulting from normal year-end audit adjustments.

      (b)   Since ___________ (the date of the last similar certification, or,
            if none, the Closing Date) no Default or Event of Default has
            occurred under the Credit Agreement.

      (c)   Attached hereto as Annex A is a listing of (i) all applications, if
            any, for Copyrights, Patents or Trademarks made since ___________
            (the date of the last similar certification, or, if none, the
            Closing Date) and (ii) all issuances of registrations or letters on
            existing applications for Copyrights, Patents and Trademarks since
            ___________ (the date of the last similar certification, or, if
            none, the Closing Date)

      (d)   Attached hereto as Annex B is the insurance binder or other evidence
            of insurance with respect to any insurance coverage that has been
            renewed, replaced or modified since ___________ (the date of the
            last similar certification, or, if none, the Closing Date).

      (e)   Attached hereto as Annex C are detailed calculations demonstrating
            compliance by the Credit Parties with the financial covenants
            contained in Section 7.10 of the Credit Agreement as of the end of
            the fiscal period referred to above.

      Capitalized terms used herein but not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.

      This __ day of __________, 200_.

                                          ACCREDO HEALTH, INCORPORATED,
                                          a Delaware corporation

                                          By:_____________________________
                                          Name:
                                          Title:
<PAGE>
                                  Exhibit 7.11

                            FORM OF JOINDER AGREEMENT

      THIS JOINDER AGREEMENT (the "Agreement"), dated as of _____________,
200__, is by and between _____________________, a ___________________ (the
"Subsidiary"), and Bank of America, N.A., in its capacity as Administrative
Agent under that certain Amended and Restated Credit Agreement (as amended,
modified, supplemented, increased and extended from time to time, the "Credit
Agreement"), dated as of June 13, 2002 by and among Accredo Health,
Incorporated, a Delaware corporation (the "Borrower"), the Guarantors identified
therein, the Lenders identified therein and Bank of America, N.A., as
Administrative Agent. All of the defined terms in the Credit Agreement are
incorporated herein by reference.

      The Credit Parties are required by Section 7.11 of the Credit Agreement to
cause the Subsidiary to become a "Guarantor". Accordingly, the Subsidiary hereby
agrees as follows with the Administrative Agent, for the benefit of the Lenders:

      1. The Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary will be deemed to be a party to the
Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement, and
shall have all of the obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Guarantors contained in the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby
jointly and severally together with the other Guarantors, guarantees to each
Lender and the Administrative Agent, as provided in Section 4 of the Credit
Agreement, the prompt payment and performance of the Guaranteed Obligations in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) strictly in accordance with the terms thereof.

      2. The Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary will be deemed to be a party to the
Security Agreement, and shall have all the obligations of an "Grantor" (as such
term is defined in the Security Agreement) thereunder as if it had executed the
Security Agreement. The Subsidiary hereby ratifies, as of the date hereof, and
agrees to be bound by, all of the terms, provisions and conditions contained in
the Security Agreement. Without limiting generality of the foregoing terms of
this paragraph 2, the Subsidiary hereby grants to the Administrative Agent, for
the benefit of the Lenders, a continuing security interest in, and a right of
set off against any and all right, title and interest of the Subsidiary in and
to the Collateral (as such term is defined in Section 2 of the Security
Agreement) of the Subsidiary. The Subsidiary hereby represents and warrants to
the Administrative Agent that:

            (i) The Subsidiary's chief executive office is (and for the prior
      four months have been) located at the locations set forth on Schedule 1
      attached hereto and the Subsidiary keeps its books and records at such
      locations.

            (ii) The Collateral owned by the Subsidiary is located at the
      locations set forth on Schedule 2 attached hereto.

            (iii) The Subsidiary's legal name is as shown in this Agreement and
      the Subsidiary has not in the past four months changed its name, been
      party to a merger, consolidation or other change in structure or used any
      tradename except as set forth in Schedule 3 attached hereto.

            (iv) All of the Patents, Patent Licenses, Trademarks, Trademark
      Licenses, Copyrights and Copyright Licenses (each such term as defined in
      the Security Agreement) of such Subsidiary are set forth on Schedule 4
      attached hereto.
<PAGE>
      3. The Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary will be deemed to be a party to the
Pledge Agreement, and shall have all the obligations of a "Pledgor" thereunder
as if it had executed the Pledge Agreement. The Subsidiary hereby ratifies, as
of the date hereof, and agrees to be bound by, all the terms, provisions and
conditions contained in the Pledge Agreement. Without limiting the generality of
the foregoing terms of this paragraph 3, the Subsidiary hereby pledges and
assigns to the Administrative Agent, for the benefit of the Lenders, and grants
to the Administrative Agent, for the benefit of the Lenders, a continuing
security interest in any and all right, title and interest of the Subsidiary in
and to Pledged Shares (as such term is defined in Section 2 of the Pledge
Agreement) listed on Schedule 5 attached hereto and the other Pledged Collateral
(as such term is defined in Section 2 of the Pledge Agreement).

      4.    The address of the Subsidiary for purposes of all notices and
other communications is the address set forth in the Credit Agreement for the
Borrower.

      5. The Subsidiary hereby waives acceptance by the Administrative Agent and
the Lenders of the guaranty by the Subsidiary under Section 4 of the Credit
Agreement upon the execution of this Agreement by the Subsidiary.

      6. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.

      7.    This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.

                 [remainder of page intentionally left blank]


                                       2
<PAGE>
      IN WITNESS WHEREOF, the Subsidiary has caused this Joinder Agreement to be
duly executed by its authorized officers, and the Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

                                          [SUBSIDIARY]


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

                                          Acknowledged and accepted:

                                          BANK OF AMERICA, N.A.,
                                          as Administrative Agent

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


                                       3
<PAGE>
                                 Exhibit 11.3(b)

                        FORM OF ASSIGNMENT AND ASSUMPTION

      This Assignment and Assumption (the "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
(the "Standard Terms and Conditions") are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including without limitation any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, the
"Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

1.    Assignor:         ______________________________

2.    Assignee:         ______________________________
                        [and is an Affiliate/Approved Fund of [identify
                              Lender]]

3.    Borrower:         Accredo Health, Incorporated

4.    Administrative Agent:   Bank of America, N.A., as the administrative
                              agent under the Credit Agreement

5.    Credit Agreement: Amended and Restated Credit Agreement dated as of
                        June 13, 2002 among Accredo Health, Incorporated, a
                        Delaware corporation, the Guarantors identified
                        therein, the Lenders identified therein and Bank of
                        America, N.A., as Administrative Agent.
<PAGE>
6.     Assigned Interest:

<TABLE>
<CAPTION>
                    Aggregate Amount of       Amount of          Percentage
                      Commitment/Loans    Commitment/ Loans      Assigned of
 Facility Assigned    for all Lenders         Assigned       Commitment/Loans(1)
 -----------------    ---------------         --------       -------------------
<S>                 <C>                   <C>                <C>


</TABLE>

[7.   Trade Date:       ______________](2)

Effective Date:   _____________ ___, 2002 [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

                           [SIGNATURE PAGES FOLLOW]

--------
(1)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
     of all Lenders thereunder.

(2)  To be completed if the Assignor and the Assignee intend that the minimum
     assignment amount is to be determined as of the Trade Date.


                                       2
<PAGE>
The terms set forth in this Assignment and Assumption are hereby agreed to:

                                    ASSIGNOR

                                    [NAME OF ASSIGNOR]

                                    By:_______________________________________
                                      Name:
                                     Title:

                                    ASSIGNEE

                                    [NAME OF ASSIGNEE]

                                    By:_______________________________________
                                      Name:
                                     Title:

[Consented to and](3) Accepted:

BANK OF AMERICA, N.A., as
  Administrative Agent

By:____________________________
Name:
Title:

[Consented to:](4)

[ACCREDO HEALTH, INCORPORATED,
a Delaware corporation]
[BANK OF AMERICA, N.A., AS ISSUING LENDER]

By:____________________________
Name:
Title:



(3)  To be added only if the consent of the Administrative Agent is required by
     the terms of the Credit Agreement.

(4)  To be added only if the consent of the Borrower and/or the Issuing Lender
     is required by the terms of the Credit Agreement.
<PAGE>
                                     ANNEX 1

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

1.    Representations and Warranties.

      1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document.

      1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.1 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is not a United
States person under Section 7701(a)(30) of the Internal Revenue Code, attached
to the Assignment and Assumption is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed
by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, 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 the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and
<PAGE>
Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York.


                                       2