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                                                                    Exhibit 10.2

                AMENDED AND RESTATED BORROWER SECURITY AGREEMENT

                  This AMENDED AND RESTATED ASSIGNMENT AND BORROWER SECURITY
AGREEMENT (this "AGREEMENT") is dated as of July 31, 2001 and entered into by
and between AMERICAN HOMEPATIENT, INC., a Delaware corporation ("GRANTOR"), and
BANKERS TRUST COMPANY, as agent for and representative of (in such capacity
herein called "SECURED PARTY"), the financial institutions ("LENDERS") party to
the Fifth Amended and Restated Credit Agreement (as hereinafter defined) and
amends and restates the Assignment and Security Agreement dated as of October
20, 1994 between Grantor and Secured Party (the "PRIOR SECURITY AGREEMENT").

                             PRELIMINARY STATEMENTS

                  A.       Secured Party and Lenders have entered into a Fifth
Amended and Restated Credit Agreement dated as of May 25, 2001 (said Credit
Agreement, as it may hereafter be amended, supplemented or otherwise modified
from time to time, being the "CREDIT AGREEMENT;" the terms defined therein and
not otherwise defined herein being used herein as therein defined) with Grantor
pursuant to which Lenders have amended and restated the Fourth Amended and
Restated Credit Agreement dated as of December 19, 1997 among Grantor, Lenders
and Agent, as amended, supplemented or otherwise modified to the date hereof
(the "PRIOR CREDIT AGREEMENT").

                  B.       It is a requirement of the Credit Agreement that the
Prior Security Agreement be amended and restated.

                  NOW, THEREFORE, in consideration of the premises set forth
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Grantor hereby agrees with Secured Party as
follows:

                  SECTION 1.  GRANT OF SECURITY.  Grantor has pledged and
assigned, hereby ratifies such prior pledge and assignment, and further hereby
pledges and assigns to Secured Party, for Secured Party's benefit and the
benefit of Lenders, and has granted, hereby ratifies such prior grant and hereby
further grants to Secured Party, for Secured Party's benefit and the benefit of
Lenders, a security interest in all of Grantor's right, title and interest in
and to all personal property, including, without limitation, the following, in
each case whether now or hereafter existing or in which Grantor now has or
hereafter acquires an interest and wherever the same may be located (the
"COLLATERAL"):

                  (a)      all equipment in all of its forms, all parts thereof
and all accessions thereto (any and all such equipment, parts and accessions
being the "EQUIPMENT");

                  (b)      all inventory in all of its forms (including, but not
limited to, (i) all goods held by Grantor for sale or lease or to be furnished
under contracts of service or so leased or furnished, (ii) all raw materials,
work in process, finished goods, and materials used or consumed in the
manufacture, packing, shipping, advertising, selling, leasing, furnishing or
production of such inventory or otherwise used or consumed in Grantor's
business, (iii) all goods in which


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Grantor has an interest in mass or a joint or other interest or right of any
kind, and (iv) all goods that are returned to or repossessed by Grantor) and all
accessions thereto and products thereof (all such inventory, accessions and
products being the "INVENTORY") and all negotiable documents of title (including
without limitation warehouse receipts, dock receipts and bills of lading) issued
by any Person covering any Inventory (any such negotiable document of title
being a "NEGOTIABLE DOCUMENT OF TITLE");

                  (c)      all accounts (including, without limitation, all
accounts set forth on Schedule IV annexed hereto), receivables, contract rights,
other payment rights of any kind, chattel paper (whether tangible or
electronic), documents, instruments (including, without limitation, promissory
notes), investment property, letter-of-credit rights (whether or not such letter
of credit is evidenced by a writing), health-care-insurance receivables,
supporting obligations, general intangibles, including, without limitation,
payment intangibles, software, all intangible personal property relating to the
recordation, monitoring, collection, servicing and payment of Accounts (as
hereinafter defined), (including, without limitation, all rights, whether for
payment or performance, under (a) managed care contracts, preferred provider
contracts, and other contracts with health or medical insurance companies or
public or governmental entities relating to the payment of or reimbursement for
medical, health care and other services and products provided by the Grantor,
including, without limitation, all rights in any way related to the Medicare,
Medicaid or any other state or federal programs and (b) data processing
contracts, computer software licenses, cash management contracts and other
contracts and licenses relating to the servicing of Accounts), and, to the
extent not listed above as original Collateral, proceeds and products of the
foregoing (collectively, the "ACCOUNTS"), and any and all security agreements,
leases and other contracts securing or otherwise relating to the Accounts
(collectively, the "RELATED CONTRACTS"), whether now owned or hereafter
acquired;

                  (d)      to the extent not included in any other paragraph of
this Section 1, all agreements, contracts and assignments including without
limitation those whereby Grantor obtains goods, services or rights that are
useful or necessary to the business or operations of Grantor as each such
agreement, contract and assignment may be amended, supplemented, restated or
otherwise modified from time to time (said agreements, contracts and
assignments, as so amended, supplemented, restated or modified, are referred to
herein individually as an "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED
AGREEMENTS"), including without limitation (i) all rights of Grantor to receive
moneys due or to become due under or pursuant to the Assigned Agreements, (ii)
all rights of Grantor to receive proceeds of any insurance, indemnity, warranty
or guaranty with respect to the Assigned Agreements, (iii) all claims of Grantor
for damages arising out of any breach of or default under the Assigned
Agreements, (iv) all rights of Grantor to terminate, amend, supplement, modify
or exercise rights or options under the Assigned Agreements, to perform
thereunder and to compel performance and otherwise exercise all remedies
thereunder, and (v) all agreements, permits, certifications or other rights
related to the operation of Grantor's businesses;

                  (e)      all deposit accounts, including without limitation
any account for the concentration or collection of the funds of Grantor and its
Subsidiaries maintained with PNC Bank, National Association, and its successors
and assigns, and all deposit accounts maintained with Secured Party or any
Lender or any other party;


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                  (f)      all trademarks and tradenames (including, without
limitation, all trademarks and tradenames set forth on Schedule III annexed
hereto), tradesecrets, business names, patents, patent applications, licenses,
certificates, operating agreements, permits, copyrights, registrations and
franchise rights, and all goodwill associated with any of the foregoing;

                  (g)      to the extent not included in any other paragraph of
this Section 1, all other general intangibles (including without limitation tax
refunds, rights to payment or performance, choses in action and judgments taken
on any rights or claims, whether included in the Collateral or otherwise), and
commercial tort claims, whether now owned or hereafter acquired;

                  (h)      all plant fixtures, business fixtures and other
fixtures and storage and office facilities, and all accessions thereto and
products thereof;

                  (i)      all books, records, ledger cards, files,
correspondence, computer programs, tapes, disks and related data processing
software that at any time evidence or contain information relating to any of the
Collateral or are otherwise necessary or helpful in the collection thereof or
realization thereupon; and

                  (j)      all of Grantor's right, title and interest as a
general partner or member in the Joint Ventures, whether now owned or hereafter
acquired, including without limitation all of Grantor's right, title and
interest in, to and under all partnership agreements or limited liability
agreements entered into from time to time by Grantor (as amended to the date
hereof and as they may hereafter be amended, supplemented or otherwise modified
from time to time, the "JOINT VENTURE AGREEMENTS"), including without limitation
Grantor's right to vote and to manage and administer the business of such Joint
Ventures, together with all other rights, interests, claims and other property
of Grantor in any manner arising out of or relating to its general partnership
or membership interests in the Joint Ventures, whatever their respective kind or
character, whether they are tangible or intangible property, and wheresoever
they may exist or be located, and further including, without limitation, all of
the rights of such Grantor as a general partner or member of any of such Joint
Ventures: (i) to (x) receive money due and to become due (including without
limitation dividends, distributions, interest, income from partnership or
limited liability company properties and operations, proceeds of the sale of
partnership or limited liability company assets and returns of capital) under or
pursuant to any of such Joint Venture Agreements, (y) receive payments upon
termination of any of such Joint Venture Agreements, and (z) receive any other
payments or distributions, whether cash or noncash, in respect of such Grantor's
general partnership or membership interests evidenced by any of such Joint
Venture Agreements; (ii) in and with respect to claims and causes of action
arising out of or relating to any of such Joint Ventures; and (iii) to have
access to the books and records of any of such Joint Ventures and to other
information concerning or affecting such Joint Ventures;

                  (k)      all of Grantor's right, title and interest as a
member of any limited liability company that is a Subsidiary (each, an "LLC"
and, collectively, the "LLCS"), whether now owned or hereafter acquired,
including without limitation all of Grantor's right, title and interest in, to
and under each limited liability company agreement, as amended to the date
hereof and as it may hereafter be amended, supplemented or otherwise modified
from time to time, (each an


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"LLC AGREEMENT" and collectively, the "LLC AGREEMENTS") of such LLC (including
without limitation, Grantor's right to vote and to manage and administer the
business of such LLC), together with all other rights, interests, claims and
other property of Grantor in any manner arising out of or relating to its
interest in such LLC, whatever their respective kind or character, whether they
are tangible or intangible property, and wheresoever they may exist or be
located, further including, without limitation, all of the rights of Grantor as
a member of such LLC: (i) to (x) receive money due and to become due (including
without limitation dividends, distributions, interest, income from LLC
properties and operations, proceeds of sale of LLC assets and return of capital)
under or pursuant to such LLC Agreement, (y) receive payments upon termination
of such LLC Agreement, and (z) receive any other payments or distributions,
whether cash or noncash, in respect of Grantor's membership interest evidenced
by such LLC Agreement; (ii) in and with respect to claims and causes of action
arising out of or relating to such LLC; and (iii) to have access to such LLC's
books and records and to other information concerning or affecting such LLC; and
additionally including without limitation any "certificate of interest" or
"certificates of interest" (or other certificates or instruments however
designated or titled) issued by or on behalf of any LLC and evidencing Grantor's
interest as a member of such LLC (collectively, the "CERTIFICATE" with respect
to such LLC or Subsidiary) and any interest of Grantor in the entries on the
books of such LLC or of any financial intermediary pertaining to Grantor's
interest as a member of such LLC; and

                  (l)      all proceeds, products, rents and profits of or from
any and all of the foregoing Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not Secured Party is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by reason of
loss or damage to or otherwise with respect to any of the foregoing Collateral.
For purposes of this Agreement, the term "PROCEEDS" includes whatever is
receivable or received when Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary or
involuntary.

                  SECTION 2.  SECURITY FOR OBLIGATIONS.

                  (a)      This Agreement secures, and the Collateral is
collateral security for, the prompt payment or performance in full when due,
whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including the payment of amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature
of Grantor now or hereafter existing under or arising out of, in connection
with, or related to the Credit Agreement and the other Credit Documents and all
extensions or renewals thereof, whether for principal, interest (including
without limitation interest, fees (including without limitation attorneys'
fees), expenses, costs or any other amount or claim that, but for the filing of
a petition in bankruptcy with respect to Grantor, would accrue on such
obligations), reimbursement of amounts drawn under Letters of Credit, fees,
expenses, indemnities or otherwise, whether voluntary or involuntary, direct or
indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owed with others, and whether or not from time to time decreased or
extinguished and later increased, created or incurred, and all or any portion of
such obligations or liabilities that are paid, to the extent all or any part of
such payment is avoided or recovered directly or indirectly from Secured Party,
the Issuing Bank or any Lender as a preference, fraudulent transfer or otherwise
(all such obligations and liabilities being the "UNDERLYING


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DEBT"), and all obligations of every nature of Grantor now or hereafter existing
under this Agreement (all such obligations of Grantor, together with the
Underlying Debt, being the "SECURED OBLIGATIONS").

                  (b)      It is the parties' desire through this Agreement to
cover all of the personal property of the Borrower to the maximum extent
permitted by law, including the provisions of Revised Article 9 as presently
existing or as hereafter adopted or modified. Nothing herein shall reduce or
diminish any rights that the Lenders or the Secured Party had under the Prior
Security Agreement. Without limiting the generality of the foregoing, to the
extent that any terms of the Prior Security Agreement grant any additional or
greater rights to the Lenders and the Secured Party than those provided in this
Agreement, such terms of the Prior Security Agreement shall survive and are
hereby incorporated by reference as if set forth in full herein.

                  SECTION 3.  GRANTOR REMAINS LIABLE; NO ASSUMPTION.

                  (a)      Anything contained herein to the contrary
notwithstanding, (a) Grantor shall remain liable under any contracts and
agreements included in the Collateral, to the extent set forth therein, to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by Secured Party of any
of its rights hereunder shall not release Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) Secured Party shall not have any obligation or liability under any contracts
and agreements included in the Collateral by reason of this Agreement, nor shall
Secured Party be obligated to perform any of the obligations or duties of
Grantor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.

                  (b)      Notwithstanding any of the foregoing, this Agreement
shall not in any way be deemed to obligate Secured Party, the Issuing Bank, any
Lender or any purchaser at a foreclosure sale under this Agreement to assume any
of Grantor's obligations, duties, expenses or liabilities under the Joint
Venture Agreements or the LLC Agreements (including without limitation Grantor's
obligations as a general partner or member for the debts and obligations of any
Joint Venture or LLC and to manage the business and affairs of such Joint
Venture or LLC) or under any and all other agreements now existing or hereafter
drafted or executed (collectively, the "GRANTOR OBLIGATIONS"), unless Secured
Party, Issuing Bank, any Lender or any such purchaser otherwise expressly agrees
to assume any or all of said Grantor Obligations in writing. In the event of
foreclosure by Secured Party on behalf of Lenders and Issuing Bank, Grantor
shall remain bound and obligated to perform the Grantor Obligations and neither
Secured Party nor any Lender or Issuing Bank shall be deemed to have assumed any
of such Grantor Obligations except as provided in the preceding sentence.
Without limiting the generality of the foregoing, neither the grant of the
security interest in the Collateral in favor of Secured Party as provided herein
nor the exercise by Secured Party of any of its rights hereunder nor any action
by Secured Party in connection with a foreclosure on the Collateral shall be
deemed to constitute Secured Party, Issuing Bank or any Lender a general partner
or member of any Joint Venture or a member of any LLC; provided, however, that
in the event Secured Party or any purchaser of Collateral at a foreclosure sale
elects to become a substituted general partner or member of any Joint Venture or
member of any LLC in place of Grantor, Secured Party or such purchaser, as the


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case may be, shall adopt in writing the respective Joint Venture Agreement or
LLC Agreement, as the case may be, and agree to be bound by the terms and
provisions thereof.

                  SECTION 4.  REPRESENTATIONS AND WARRANTIES.  Grantor
represents and warrants as follows:

                  (a)      Ownership of Collateral. Except for the security
interest created by this Agreement or the Prior Security Agreement, Grantor owns
the Collateral as legal and beneficial owner free and clear of any Lien. Except
such as may have been filed in favor of Secured Party relating to the Prior
Security Agreement or this Agreement, no effective financing statement or other
instrument similar in effect covering all or any part of the Collateral is on
file in any filing or recording office. Except for the security interest created
by this Agreement or the Prior Security Agreement, Grantor's title to the
Collateral is free of all adverse claims, security interests, and restrictions
on transfer or pledge.

                  (b)      Location of Equipment and Inventory. All of the
Equipment and Inventory, plant fixtures, business fixtures and other fixtures
and storage and office facilities is, as of the date hereof, located at the
places specified in Schedule I annexed hereto.

                  (c)      Office Locations; Other Names. The chief place of
business, the chief executive office and the office where Grantor keeps its
records regarding the Accounts and all originals of all tangible chattel paper
(and the electronic equivalent thereof for electronic chattel paper) that
evidence Accounts is, and has been for the four month period preceding the date
hereof, located at the address specified on Schedule I annexed hereto. The state
of incorporation is the state identified on Schedule I annexed hereto. The
organization number is the number specified on Schedule I annexed hereto.
Grantor has not in the past done, and does not now do, business under any other
name (including any trade-name or fictitious business name) except as set forth
on Schedule II annexed hereto.

                  (d)      Delivery of Certain Collateral. All chattel paper and
all notes and other instruments (excluding checks) comprising any and all items
of Collateral have been delivered to Secured Party duly endorsed and accompanied
by duly executed instruments of transfer or assignment in blank.

                  (e)      Consents or Governmental Authorizations. No consent
of any other Person (including, without limitation, any other partner or member
of any Joint Venture, any member of any LLC or any creditor of Grantor), and no
authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the assignment or
transfer of or the creation, attachment or perfection of a security interest in
any Joint Venture, and there is no rule of law, regulation or statute that
prohibits or restricts any of the foregoing.

                  (f)      Perfection. This Agreement, together with the filing
of an "in lieu of" financing statement, including, if applicable, an amendment
thereto describing the Collateral, or an amendment to the financing statement
previously filed describing the Collateral (and Grantor further agrees that the
"in lieu of" financing statement and amendments, including any further
amendments and continuations of the financing statement, may be filed with a
description of the


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Collateral as "all assets") with the Secretary of State in which the Grantor is
incorporated, creates a valid, perfected, first priority security interest in
the Collateral to the extent a security interest in such Collateral can be
perfected by filing, securing the payment of the Secured Obligations, and all
filings and other actions necessary or desirable to perfect and protect such
security interest have been duly made or taken.

                  (g)      [Reserved]

                  (h)      Joint Venture Agreements. The Joint Venture
Agreements, true and complete copies of which have been furnished to Secured
Party, have been duly authorized, executed and delivered by Grantor and are in
full force and effect and have not been amended or modified except as disclosed
in writing to Secured Party. No default by Grantor exists under any Joint
Venture Agreement and no event has occurred or exists that with notice or lapse
of time or both, would constitute a default by Grantor thereunder. To the best
knowledge of Grantor, except as disclosed to Secured Party, no default by any
other partner exists under such Joint Venture Agreement and no event has
occurred or exists that, with notice or lapse of time or both, would constitute
a default by any other partner thereunder.

                  (i)      Deposit Accounts. Schedule IV sets forth a complete
list of all Accounts of Grantor in which Grantor deposits any Accounts
Receivable.

                  (j)      Other Information. All information heretofore, herein
or hereafter supplied to Secured Party by or on behalf of Grantor with respect
to the Collateral is accurate and complete in all respects.

                  SECTION 5.  FURTHER ASSURANCES.

                  (a)      Grantor agrees that from time to time, at the expense
of Grantor, Grantor will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or desirable,
or that Secured Party may request, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, Grantor will
promptly: (i) at the request of Secured Party, mark conspicuously each item of
chattel paper included in the Accounts (including electronically placing an
identification of Secured Party on the electronic chattel paper), each Related
Contract and each of its records pertaining to the Collateral, with a legend, in
form and substance satisfactory to Secured Party, indicating that such
Collateral is subject to the security interest granted hereby, (ii) at the
request of Secured Party, deliver and pledge to Secured Party hereunder all
promissory notes and other instruments (including checks) and all original
counterparts (and, for electronic chattel paper, the electronic equivalent
thereof) of chattel paper constituting Collateral, duly endorsed and accompanied
by duly authenticated instruments of transfer or assignment, all in form and
substance satisfactory to Secured Party, (iii) execute and file such financing
or continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as Secured Party may request, in
order to perfect and preserve the security interests granted or purported to be
granted hereby, which shall be deemed to be all assets of Grantor; (iv) take
such action as Secured Party may request in order for Secured Party to obtain
"control" of any and all investment property, deposit


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accounts, electronic chattel paper, and letter-of-credit rights (as such terms
are now or hereafter defined in Revised Article 9 of the Uniform Commercial Code
("REVISED ARTICLE 9") with corresponding provisions in Rev. ss.9-104, 9-105,
9-106 and 9-107 pertaining to the construction of "control" for such items of
Collateral), with each and every agreement establishing control to be in form
and substance satisfactory to Secured Party, (v) obtain the acknowledgement, in
form and substance satisfactory to Secured Party, of any bailee having
possession of any of the Collateral that the bailee holds such Collateral for
Secured Party, (vi) at any reasonable time, upon request by Secured Party,
exhibit the Collateral to and allow inspection of the Collateral by Secured
Party, or persons designated by Secured Party, and (vii) at Secured Party's
request, appear in and defend any action or proceeding that may affect Grantor's
title to or Secured Party's security interest in all or any part of the
Collateral.

                  (b)      Grantor hereby authorizes Secured Party to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Grantor's assets, without the signature of Grantor.
Grantor agrees that a carbon, photographic, electronic or other reproduction of
this Agreement or of a financing statement executed or authenticated by Grantor
shall be sufficient as a financing statement and may be filed as a financing
statement in any and all jurisdictions.

                  (c)      Grantor will furnish to Secured Party from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as Secured Party may
reasonably require, all in reasonable detail. Grantor will furnish to Secured
Party, within sixty (60) days following execution of this Agreement, thereafter
on an annual basis within sixty (60) days following the close of each of
Grantor's fiscal years, and at such additional times as the Secured Party may
reasonably require, a complete listing of each Account Debtor, including each
Account Debtor's name and complete address, in both hard copy and
machine-readable magnetic media formats.

                  SECTION 6.  CERTAIN COVENANTS OF GRANTOR.  Grantor shall:

                  (a)      not use or permit any Collateral to be used
unlawfully or in violation of any provision of this Agreement or any applicable
statute, regulation or ordinance or any policy of insurance covering the
Collateral;

                  (b)      give Secured Party 30 days' prior written notice of
any change in Grantor's name or identity, corporate form or structure, status of
incorporation, state in which it is located, organization number, chief place of
business, chief executive office or residence or the office where Grantor keeps
its records regarding the Accounts and all originals of all chattel paper that
evidence Accounts;

                  (c)      if Secured Party gives value to enable Grantor to
acquire rights in or the use of any Collateral, use such value for such
purposes;

                  (d)      pay promptly when due all property and other taxes,
assessments and governmental charges or levies imposed upon, and all claims
(including claims for labor, materials and supplies) against, the Collateral,
except to the extent the validity thereof is being contested in good faith;
provided that Grantor shall in any event pay such taxes, assessments,


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charges, levies or claims not later than five days prior to the date of any
proposed sale under any judgment, writ or warrant of attachment entered or filed
against Grantor or any of the Collateral as a result of the failure to make such
payment;

                  (e)      not (i) cancel or terminate any Joint Venture
Agreement or consent to or accept any cancellation or termination thereof, (ii)
sell, assign (by operation of law or otherwise) or otherwise dispose of any part
of its general partnership or membership interest in any Joint Venture, (iii)
amend, supplement or otherwise modify any Joint Venture Agreement (as in effect
on the date hereof) except amendments that are immaterial and would not have a
material adverse effect on the business, operations, property, assets, liability
(contingent or otherwise), condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole, (iv) waive any default under
or breach of any Joint Venture Agreement or waive, fail to enforce, forgive or
release any right, interest or entitlement of any kind, howsoever arising, under
or in respect of any Joint Venture Agreement or vary or agree to the variation
in any respect of any of the provisions of any Joint Venture Agreement or of the
performance of any other Person under any Joint Venture Agreement, or (v)
petition, request or take any other legal or administrative action that seeks,
or may reasonably be expected, to rescind, terminate or suspend any Joint
Venture Agreement or to amend or modify any Joint Venture Agreement;

                  (f)      at its expense (i) perform and comply in all material
respects with all terms and provisions of any Joint Venture Agreement required
to be performed or complied with by it, (ii) maintain any Joint Venture
Agreement in full force and effect, (iii) enforce any Joint Venture Agreement in
accordance with its terms, and (iv) take all such action to that end as from
time to time may be reasonably requested by Secured Party;

                  (g)      not permit any Joint Venture to enter into any
transaction of merger or consolidation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution);

                  (h)      deposit all Accounts Receivable in one of the
Accounts governed by a Collection Bank Agreement specified on Schedule IV to the
extent required by Section 8.17 of the Credit Agreement;

                  (i)      not deposit any Accounts Receivable in any Account
not governed by a Collection Bank Agreement listed on Schedule IV nor transfer
any Accounts Receivable from any such Account unless permitted by Section 8.17
of the Credit Agreement;

                  (j)      direct the payor of any Accounts Receivable to be
paid by wire transfer to make such wire transfer directly to the concentration
account of the Borrower governed by the Concentration Bank Agreement; and

                  (k)      at any time, if Grantor acquires a commercial tort
claim (as such term is defined in Revised Article 9 with corresponding provision
in Rev. ss.9-102(a)(13), regardless of whether Revised Article 9 is in effect in
any jurisdiction relevant hereto), immediately provide written notification to
Secured Party, such notification to include details thereof, and Grantor shall
grant to Secured Party in such writing a first priority perfected security
interest therein and in the proceeds thereof, all upon the terms of this
Agreement, with such writing to be in form and substance satisfactory to Secured
Party.


                                       9
<PAGE>

                  SECTION 7.  SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT AND
INVENTORY.  Grantor shall:

                  (a)      keep the Equipment and Inventory at the places
therefor specified on Schedule I annexed hereto or, upon 30 days' prior written
notice to Secured Party, at such other places in jurisdictions where all action
that may be necessary or desirable, or that Secured Party may request, in order
to perfect and protect any security interest granted or purported to be granted
hereby, or to enable Secured Party to exercise and enforce its rights and
remedies hereunder, with respect to such Equipment and Inventory shall have been
taken;

                  (b)      cause the Equipment to be maintained and preserved in
merchantable quality, and shall forthwith, or, in the case of any loss or damage
to any of the Equipment when subsection (c) of Section 8 is not applicable, as
quickly as practicable after the occurrence thereof, make or cause to be made
all repairs, replacements and other improvements in connection therewith that
are necessary or desirable to such end. Grantor shall promptly furnish to
Secured Party a statement respecting any material loss or damage to any of the
Equipment;

                  (c)      keep correct and accurate records of the Inventory,
itemizing and describing the kind, type and quantity of Inventory, Grantor's
cost therefor and (where applicable) the current list prices for the Inventory;

                  (d)      upon the occurrence of an Event of Default, if any
Inventory is in possession or control of any of Grantor's agents or processors,
instruct such agent or processor to hold all such Inventory for the account of
Secured Party and subject to the instructions of Secured Party; and

                  (e)      promptly upon the issuance and delivery to Grantor of
any Negotiable Document of Title, deliver such Negotiable Document of Title to
Secured Party.

                  SECTION 8.  INSURANCE.

                  (a)      Grantor shall, at its own expense, maintain insurance
with respect to the Equipment and Inventory in accordance with the terms of the
Credit Agreement. Such insurance shall include, without limitation, property
damage insurance and liability insurance. Each policy for property damage
insurance shall provide for all losses to be paid directly to Secured Party.
Each policy shall in addition name Grantor and Secured Party as insured parties
thereunder (without any representation or warranty by or obligation upon Secured
Party) as their interests may appear and have attached thereto a loss payable
clause acceptable to Secured Party that shall (i) contain an agreement by the
insurer that any loss thereunder shall be payable to Secured Party
notwithstanding any action, inaction or breach of representation or warranty by
Grantor, (ii) provide that there shall be no recourse against Secured Party for
payment of premiums or other amounts with respect thereto, and (iii) provide
that at least 30 days' prior written notice of cancellation, material amendment,
reduction in scope or limits of coverage or of lapse shall be given to Secured
Party by the insurer. Grantor shall, if so requested by Secured Party, deliver
to Secured Party original or duplicate policies of such insurance and, as often
as Secured Party may reasonably request, a report of a reputable insurance
broker with respect to such insurance. Further, Grantor shall, at the request of
Secured Party, duly execute and deliver instruments of


                                       10
<PAGE>

assignment of such insurance policies to comply with the requirements of Section
5(a) and cause the respective insurers to acknowledge notice of such assignment.

                  (b)      Reimbursement under any liability insurance
maintained by Grantor pursuant to this Section 8 may be paid directly to the
Person who shall have incurred liability covered by such insurance. In case of
any loss involving damage to Equipment or Inventory when subsection (c) of this
Section 8 is not applicable, Grantor shall make or cause to be made the
necessary repairs to or replacements of such Equipment or Inventory, and any
proceeds of insurance maintained by Grantor pursuant to this Section 8 shall be
paid to Grantor as reimbursement for the costs of such repairs or replacements.

                  (c)      Upon (i) the occurrence and during the continuation
of any Event of Default or (ii) the actual or constructive loss (in excess of
$100,000 per occurrence) of any Equipment or Inventory, all insurance payments
in respect of such Equipment or Inventory shall be paid to and applied by
Secured Party as specified in Section 20.

                  SECTION 9.  SPECIAL COVENANTS WITH RESPECT TO ACCOUNTS AND
RELATED CONTRACTS.

                  (a)      Grantor shall remain organized under the laws of the
State of Delaware, shall maintain its organization number as specified in
Schedule I hereto, and shall keep its chief place of business, chief executive
office and the office where it keeps its records concerning the Accounts and
Related Contracts, and all originals of all chattel paper that evidence
Accounts, at the location therefor specified in Section 4 or, upon 30 days'
prior written notice to Secured Party, at such other location in a jurisdiction
where all action that may be necessary or desirable, or that Secured Party may
request, in order to perfect and protect any security interest granted or
purported to be granted hereby, or to enable Secured Party to exercise and
enforce its rights and remedies hereunder, with respect to such Accounts and
Related Contracts shall have been taken. Grantor will hold and preserve such
records and chattel paper and will permit representatives of Secured Party at
any time during normal business hours upon reasonable notice to the Grantor to
inspect and make abstracts from such records and chattel paper, and Grantor
agrees to render to Secured Party, at Grantor's cost and expense, such clerical
and other assistance as may be reasonably requested with regard thereto.
Promptly upon the request of Secured Party, Grantor shall deliver to Secured
Party complete and correct copies of each Related Contract.

                  (b)      Grantor shall, for not less than 5 years from the
date on which such Account arose, maintain (i) complete records of each Account,
including records of all payments received, credits granted and merchandise
returned, and (ii) all documentation relating thereto.

                  (c)      Except as otherwise provided in this subsection (c)
or in the Collection Bank Agreements, Grantor shall continue to collect, at its
own expense, all amounts due or to become due to Grantor under the Accounts and
Related Contracts. In connection with such collections, Grantor may take (and,
at Secured Party's direction, shall take) such action as Grantor or Secured
Party may deem necessary or advisable to enforce collection of amounts due or to
become due under the Accounts; provided, however, that Secured Party shall have
the right at any time, upon the occurrence and during the continuation of an
Event of Default and upon written notice to Grantor of its intention to do so,
to notify the account debtors or obligors under


                                       11
<PAGE>

any Accounts of the assignment of such Accounts to Secured Party and to direct
such account debtors or obligors to make payment of all amounts due or to become
due to Grantor thereunder directly to Secured Party, to notify each Person
maintaining a lockbox or similar arrangement to which account debtors or
obligors under any Accounts have been directed to make payment to remit all
amounts representing collections on checks and other payment items from time to
time sent to or deposited in such lockbox or other arrangement directly to
Secured Party and, upon such notification and at the expense of Grantor, to
enforce collection of any such Accounts and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as Grantor
might have done. After receipt by Grantor of the notice from Secured Party
referred to in the proviso to the preceding sentence, (i) all amounts and
proceeds (including checks and other instruments) received by Grantor in respect
of the Accounts and the Related Contracts shall be received in trust for the
benefit of Secured Party hereunder, shall be segregated from other funds of
Grantor and shall be forthwith paid over or delivered to Secured Party in the
same form as so received (with any necessary endorsement) to be held as cash
Collateral and applied as provided by Section 20, and (ii) Grantor shall not
adjust, settle or compromise the amount or payment of any Account, or release
wholly or partly any account debtor or obligor thereof, or allow any credit or
discount thereon.

                  SECTION 10.  SPECIAL PROVISIONS WITH RESPECT TO THE ASSIGNED
AGREEMENTS.

                  (a)      Grantor shall at its expense:

                           (i)      perform and observe all terms and provisions
         of the Assigned Agreements to be performed or observed by it, maintain
         the Assigned Agreements in full force and effect, enforce the Assigned
         Agreements in accordance with their terms, and take all such action to
         such end as may be from time to time requested by Secured Party; and

                           (ii)     furnish to Secured Party, promptly upon
         receipt thereof, copies of all notices, requests and other documents
         received by Grantor under or pursuant to the Assigned Agreements, and
         from time to time (A) furnish to Secured Party such information and
         reports regarding the Assigned Agreements as Secured Party may
         reasonably request and (B) upon request of Secured Party make such
         demands and requests for information and reports or for action as
         Grantor is entitled to make under the Assigned Agreements.

                  (b)      Upon and during the continuance of an Event of
Default, Grantor shall not:

                           (i)      cancel or terminate any of the Assigned
         Agreements or consent to or accept any cancellation or termination
         thereof;

                           (ii)     materially amend or otherwise materially
         modify the Assigned Agreements or give any consent, waiver or approval
         thereunder;

                           (iii)    waive any default under or breach of the
         Assigned Agreements;


                                       12
<PAGE>

                           (iv)     consent to or permit or accept any
         prepayment of amounts to become due under or in connection with the
         Assigned Agreements, except as expressly provided therein; or

                           (v) take any other action in connection with the
         Assigned Agreements that would impair the value of the interest or
         rights of Grantor thereunder or that would impair the interest or
         rights of Secured Party.

                  SECTION 11.  DEPOSIT ACCOUNTS.  Upon the occurrence and during
the continuation of an Event of Default, Secured Party may continue to exercise
dominion and control over, and refuse to permit further withdrawals (whether of
money, securities, instruments or other property) from any deposit accounts
maintained with Secured Party constituting part of the Collateral. Secured Party
may, to the fullest extent, further exercise offset rights with respect to such
deposit accounts.

                  SECTION 12.  LICENSE OF PATENTS, TRADEMARKS, COPYRIGHTS, ETC.
Grantor hereby assigns, transfers and conveys to Secured Party, effective upon
the occurrence of any Event of Default, the nonexclusive right and license to
use all trademarks, tradenames, copyrights, patents or technical processes owned
or used by Grantor that relate to the Collateral and any other collateral
granted by Grantor as security for the Secured Obligations, together with any
goodwill associated therewith, all to the extent necessary to enable Secured
Party to use, possess and realize on the Collateral and to enable any successor
or assign to enjoy the benefits of the Collateral. This right and license shall
inure to the benefit of all successors, assigns and transferees of Secured Party
and its successors, assigns and transferees, whether by voluntary conveyance,
operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure
or otherwise. Such right and license is granted free of charge, without
requirement that any monetary payment whatsoever be made to Grantor.

                  SECTION 13.  TRANSFERS AND OTHER LIENS.  Grantor shall not:

                  (a)      sell, lease, license, assign (by operation of law or
otherwise) or otherwise dispose of any of the Collateral, except as permitted by
the Credit Agreement; or

                  (b)      except for the security interest created by this
Agreement, create or suffer to exist any Lien upon or with respect to any of the
Collateral to secure the indebtedness or other obligations of any Person, except
as permitted by the Credit Agreement.

                  SECTION 14.  VOTING RIGHTS; PROFITS, INTEREST AND DIVIDENDS.

                  (a)      So long as no Event of Default shall have occurred
                  and be continuing:

                  (i)      Grantor shall be entitled to exercise any and all
                  voting and other consensual rights pertaining to the
                  Collateral or any part thereof (including without limitation
                  rights of approval arising under any Joint Venture Agreement
                  or LLC Agreement and the right to manage and administer the
                  business of any Joint Venture or LLC) for any purpose not
                  inconsistent with the terms of this Agreement or the Credit
                  Agreement; provided, however, that Grantor shall not exercise
                  or refrain from exercising any such right if Secured Party
                  shall have


                                       13
<PAGE>

                  notified Grantor that, in Secured Party's judgment, such
                  action would have a material adverse effect on the value of
                  the Collateral or any part thereof; and provided, further,
                  that Grantor shall give Secured Party at least five Business
                  Days' prior written notice of the manner in which it intends
                  to exercise, or the reasons for refraining from exercising,
                  any such right. It is understood, however, that neither (A)
                  the voting by Grantor for or Grantor's consent to the election
                  of directors at a regularly scheduled annual or other meeting
                  of stockholders or with respect to incidental matters at any
                  such meeting nor (B) Grantor's consent to or approval of any
                  action otherwise permitted under this Agreement and the Credit
                  Agreement shall be deemed inconsistent with the terms of this
                  Agreement or the Credit Agreement within the meaning of this
                  Section 14(a)(i), and no notice of any such voting or consent
                  need be given to Secured Party;

                  (ii)     Grantor shall be entitled to receive, retain and
                  utilize any and all payments, including but not limited to
                  profits, dividends and other distributions, paid in respect of
                  the Collateral; provided, however, that any and all

                           (A)      profits, dividends, and other distributions
                  paid or payable other than in cash in respect of, and
                  instruments and other property received, receivable or
                  otherwise distributed in respect of, or in exchange for, any
                  Collateral,

                           (B)      profits, dividends and other distributions
                  paid or payable in cash in respect of any Collateral in
                  connection with a partial or total liquidation or dissolution
                  or in connection with a reduction of capital, and

                           (C)      cash paid, payable or otherwise distributed
                  in redemption of or in exchange for any Collateral,

         shall be, and shall forthwith be delivered to Secured Party to hold as,
         Collateral and shall, if received by Grantor, be received in trust for
         the benefit of Secured Party, be segregated from the other property or
         funds of Grantor and be forthwith delivered to Secured Party as
         Collateral in the same form as so received (with all necessary
         endorsements); and

                  (iii)    Secured Party shall execute and deliver (or cause to
                  be executed and delivered) to Grantor all such proxies and
                  other instruments as Grantor may from time to time reasonably
                  request for the purpose of enabling Grantor to exercise the
                  voting and other consensual rights that it is entitled to
                  exercise pursuant to Section 14(a)(i) and to receive the
                  profits, dividends and other distributions that it is
                  authorized to receive and retain pursuant to Section
                  14(a)(ii).

                  (b)      Upon the occurrence and during the continuation of an
                  Event of Default:

                  (i)      upon written notice from Secured Party to Grantor,
                  any or all rights of Grantor to exercise the voting and other
                  consensual rights, and the rights to manage and administer the
                  business and affairs of the Joint Ventures and LLCs, that they
                  would otherwise be entitled to exercise pursuant to Section
                  14(a)(i) shall cease, and all such rights (or such of those
                  rights as Secured Party may have elected) shall thereupon
                  become vested in Secured Party who shall thereupon


                                       14
<PAGE>

                  have the sole right to exercise such voting and other
                  consensual rights, subject to any enforceable provisions of
                  the Joint Venture Agreements;

                  (ii)     all rights of Grantor to receive any and all payments
                  under or in connection with any Joint Venture Agreement and
                  LLC Agreement, including but not limited to the profits,
                  dividends, and other distributions that they otherwise would
                  be authorized to receive and retain pursuant to Section
                  14(a)(ii), shall cease, and all such rights shall thereupon
                  become vested in Secured Party who shall thereupon have the
                  sole right to receive and hold such payments as Collateral;
                  and

                  (iii)    all payments that are received by Grantor contrary to
                  the provisions of Section 14(b)(ii) are received in trust for
                  the benefit of Secured Party, shall be segregated from other
                  funds of Grantor and shall be forthwith paid over to Secured
                  Party as Collateral in the same form as so received (with any
                  necessary endorsement).

                  SECTION 15.  ASSIGNMENT OF CONCENTRATION AND COLLECTION
ACCOUNTS.  In addition to, and not by way of limitation of, the granting of a
security interest in the Collateral pursuant to Section 1, Grantor hereby
grants, sells, conveys, transfers, assigns and sets over to Secured Party, for
its benefit and the ratable benefit of Lenders, all of Grantor's right, title
and interest in and to all deposit accounts, including all deposit accounts
maintained at PNC Bank, National Association, and its successors and assigns for
the concentration and collection of funds, all deposit accounts maintained with
Lenders and their successors and assigns for the concentration and collection of
funds or otherwise, including without limitation, all deposit accounts
maintained with Bankers Trust Company and its successors and assigns.

                  SECTION 16.  SECURED PARTY APPOINTED ATTORNEY-IN-FACT.
Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact,
with full authority in the place and stead of Grantor and in the name of
Grantor, Secured Party or otherwise, from time to time in Secured Party's
discretion to take any action and to execute any instrument that Secured Party
may deem necessary or advisable to accomplish the purposes of this Agreement,
including without limitation:

                  (a)      to obtain and adjust insurance required to be
maintained by Grantor or paid to Secured Party pursuant to Section 8;

                  (b)      to ask for, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral;

                  (c)      to receive, endorse and collect (i) any drafts or
other instruments, documents and chattel paper in connection with clauses (a)
and (b) above and (ii) all instruments made payable to Grantor representing any
payment of profits, dividends or any other distribution in respect of any of the
Collateral;


                                       15
<PAGE>

                  (d)      to file any claims or take any action or institute
any proceedings that Secured Party may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of
Secured Party with respect to any of the Collateral;

                  (e)      to pay or discharge taxes or Liens (other than Liens
permitted under this Agreement or the Credit Agreement) levied or placed upon or
threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Secured Party in its
sole discretion, any such payments made by Secured Party to become obligations
of Grantor to Secured Party, due and payable immediately without demand;

                  (f)      to sign and endorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications and notices in connection with Accounts and other
documents relating to the Collateral; and

                  (g)      upon the occurrence and during the continuation of an
Event of Default, generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely
as though Secured Party were the absolute owner thereof for all purposes, and to
do, at Secured Party's option and Grantor's expense, at any time or from time to
time, all acts and things that Secured Party deems necessary to protect,
preserve or realize upon the Collateral and Secured Party's security interest
therein in order to effect the intent of this Agreement, all as fully and
effectively as Grantor might do.

                  SECTION 17.  SECURED PARTY MAY PERFORM.  If Grantor fails to
perform any agreement contained herein, Secured Party may itself perform, or
cause performance of, such agreement, and the expenses of Secured Party incurred
in connection therewith shall be payable by Grantor under Section 21.

                  SECTION 18.  STANDARD OF CARE.  The powers
conferred on Secured Party hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the exercise of reasonable care in the custody of any Collateral in
its possession and the accounting for moneys actually received by it hereunder,
Secured Party shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral. Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation of Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which
Secured Party accords its own property.

                  SECTION 19.  REMEDIES.

                  (a)      If any Event of Default shall have occurred and be
continuing, Secured Party may exercise in respect of the Collateral, in addition
to all other rights and remedies provided for herein or otherwise available to
it under applicable law, all the rights and remedies of a secured party on
default under the Uniform Commercial Code as in effect in any relevant
jurisdiction (the "CODE") (whether or not the Code applies to the affected
Collateral), and also may (a) require Grantor to, and Grantor hereby agrees that
it will at its expense and upon request of Secured Party forthwith, assemble all
or part of the Collateral as directed by Secured Party and make it available to
Secured Party at a place to be designated by Secured Party that is


                                       16
<PAGE>

reasonably convenient to both parties, (b) enter onto the property where any
Collateral is located and take possession thereof with or without judicial
process, (c) prior to the disposition of the Collateral, store, process, repair
or recondition the Collateral or otherwise prepare the Collateral for
disposition in any manner to the extent Secured Party deems appropriate, (d)
take possession of Grantor's premises or place custodians in exclusive control
thereof, remain on such premises and use the same and any of Grantor's equipment
for the purpose of completing any work in process, taking any actions described
in the preceding clause (c) and collecting any Secured Obligation, and (e)
without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any exchange or
broker's board or at any of Secured Party's offices or elsewhere, for cash, on
credit or for future delivery, at such time or times and at such price or prices
and upon such other terms as Secured Party may deem commercially reasonable
irrespective of the impact of any such sales on the market price of such
Collateral. Secured Party has no obligation to clean-up or otherwise prepare the
Collateral for sale. Secured Party or any Lender may be the purchaser of any or
all of the Collateral at any such sale and Secured Party, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing), shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Secured Obligations as a
credit on account of the purchase price for any Collateral payable by Secured
Party at such sale. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of Grantor, and Grantor
hereby waives (to the extent permitted by applicable law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
Grantor agrees that, to the extent notice of sale shall be required by law, at
least ten days' notice to Grantor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable
notification. Secured Party shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned. Grantor hereby waives any
claims against Secured Party arising by reason of the fact that the price at
which any Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale, even if Secured Party
accepts the first offer received and does not offer such Collateral to more than
one offeree. Grantor waives any right that it may have to require Secured Party
to pursue any third person for any of the Secured Obligations. If the proceeds
of any sale or other disposition of the Collateral are insufficient to pay all
the Secured Obligations, Grantor shall be liable for the deficiency and the fees
of any attorneys employed by Secured Party to collect such deficiency.

                  (b)      Grantor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933, as from time to time
amended (the "SECURITIES ACT"), and applicable state securities laws, Secured
Party may be compelled, with respect to any sale of all or any part of the
Collateral conducted without prior registration or qualification of such
Collateral under the Securities Act and/or such state securities laws, to limit
purchasers to those who will agree, among other things, to acquire the
Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Grantor acknowledges that any such private sales
may be at prices and on terms less favorable than those obtainable through a
public sale without such restrictions (including, without limitation, a public
offering made pursuant to a registration


                                       17
<PAGE>

statement under the Securities Act) and, notwithstanding such circumstances,
Grantor agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner and that Secured Party shall have no obligation
to engage in public sales and no obligation to delay the sale of any Collateral
for the period of time necessary to permit any Joint Venture or LLC to register
it for a form of public sale requiring registration under the Securities Act or
under applicable state securities laws, even if such Joint Ventures or LLCs
would, or should, agree to so register it.

                  (c)      If Secured Party determines to exercise its right to
sell any or all of the Collateral, upon written request, Grantor shall and shall
cause all Joint Ventures from time to time to furnish to Secured Party all such
information as Secured Party may request in order to determine the number and
nature of the interests included in the Collateral that may be sold by Secured
Party in exempt transactions under the Securities Act and the rules and
regulations of the Securities and Exchange Commission thereunder, as the same
are from time to time in effect.

                  SECTION 20.  APPLICATION OF PROCEEDS.  Except as expressly
provided elsewhere in this Agreement, all proceeds received by Secured Party in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral may, in the discretion of Secured Party, be held by
Secured Party as Collateral for, and/or then, or at any other time thereafter,
applied in full or in part by Secured Party against, the Secured Obligations in
the following order of priority:

                  FIRST: To the payment of all costs and expenses of such sale,
                  collection or other realization, including reasonable
                  compensation to Secured Party and its agents and counsel, and
                  all other expenses, liabilities and advances made or incurred
                  by Secured Party in connection therewith, and all amounts for
                  which Secured Party is entitled to indemnification hereunder
                  and all advances made by Secured Party hereunder for the
                  account of Grantor, and to the payment of all costs and
                  expenses paid or incurred by Secured Party in connection with
                  the exercise of any right or remedy hereunder, all in
                  accordance with Section 21;

                  SECOND: To the payment of all other Secured Obligations (for
                  the ratable benefit of the holders thereof) in such order as
                  Secured Party shall elect; and

                  THIRD: To the payment to or upon the order of Grantor, or to
                  whosoever may be lawfully entitled to receive the same or as a
                  court of competent jurisdiction may direct, of any surplus
                  then remaining from such proceeds.

                  SECTION 21.  INDEMNITY AND EXPENSES.

                  (a)      Grantor agrees to indemnify Secured Party and each
Lender from and against any and all claims, losses and liabilities in any way
relating to, growing out of or resulting from this Agreement and the
transactions contemplated hereby (including, without limitation, enforcement of
this Agreement), except to the extent such claims, losses or liabilities result
solely from Secured Party's or such Lender's gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction.


                                       18
<PAGE>

                  (b)      Grantor shall pay to Secured Party upon demand the
amount of any and all costs and expenses, including the reasonable fees and
expenses of its counsel and of any experts and agents, that Secured Party may
incur in connection with (i) the administration of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or
other realization upon, any of the Collateral, (iii) the exercise or enforcement
of any of the rights of Secured Party hereunder, or (iv) the failure by Grantor
to perform or observe any of the provisions hereof.

                  SECTION 22.  CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.
This Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the indefeasible payment in full
of the Secured Obligations, the cancellation or termination of the Commitments
and the cancellation or expiration of all outstanding Letters of Credit, (b) be
binding upon Grantor, its successors and assigns, and (c) inure, together with
the rights and remedies of Secured Party hereunder, to the benefit of Secured
Party and its successors, transferees and assigns. Without limiting the
generality of the foregoing clause (c), but subject to the provisions of
subsection 11.05 of the Credit Agreement, any Lender may assign or otherwise
transfer any Loans held by it to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to
Lenders herein or otherwise, and Grantor waives and will not assert against any
assignee any claims, defenses or set-offs which Grantor could assert against
Secured Party, except defenses which cannot be waived. Upon the indefeasible
payment in full of all Secured Obligations, the cancellation or termination of
the Commitments and the cancellation or expiration of all outstanding Letters of
Credit, the security interest granted hereby shall terminate and all rights to
the Collateral shall revert to Grantor. Upon any such termination Secured Party
will, at Grantor's expense, execute and deliver to Grantor such documents as
Grantor shall reasonably request to evidence such termination.

                  SECTION 23.  SECURED PARTY AS AGENT.

                  (a)      Secured Party has been appointed to act as Secured
Party hereunder by Lenders and Issuing Bank. Secured Party shall be obligated,
and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking any action (including, without limitation, the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement.

                  (b)      Secured Party shall at all times be the same Person
that is Agent under the Credit Agreement. Written notice of resignation by Agent
pursuant to subsection 10.09 of the Credit Agreement shall also constitute
notice of resignation as Secured Party under this Agreement and appointment of a
successor Agent pursuant to subsection 10.09 of the Credit Agreement shall also
constitute appointment of a successor Secured Party under this Agreement. Upon
the acceptance of any appointment as Agent under subsection 10.09 of the Credit
Agreement by a successor Agent, that successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Secured Party under this Agreement, and the retiring Secured Party
under this Agreement shall promptly (i) transfer to such successor Secured Party
all sums, securities and other items of Collateral held hereunder, together with
all records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Secured Party under this Agreement,
and (ii) execute


                                       19
<PAGE>

and deliver to such successor Secured Party such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Secured Party of the security
interests created hereunder, whereupon such retiring Secured Party shall be
discharged from its duties and obligations under this Agreement. After any
retiring Agent's resignation hereunder as Secured Party, the provisions of this
Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it under this Agreement while it was Secured Party hereunder.

                  SECTION 24.  CONFLICT WITH TRADEMARK SECURITY AGREEMENT.  To
the extent that the provisions of this Agreement with respect to that Collateral
described in Section 1(f) hereof conflict with the provisions of any Trademark
Security Agreement (the "TRADEMARK SECURITY AGREEMENT"), the provisions of the
Trademark Security Agreement shall control. Nothing in the foregoing sentence
shall affect the validity or enforceability of any provision of this Agreement
with respect to any other Collateral.

                  SECTION 25.  AMENDMENTS; ETC.  No amendment or waiver of any
provision of this Agreement, or consent to any departure by Grantor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Secured Party, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given.

                  SECTION 26.  NOTICES.  Any notice or other communication
herein required or permitted to be given shall be in writing and may be
personally served, or sent by facsimile transmission or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of facsimile transmission, or three Business
Days after depositing it in the United States mail with postage prepaid and
properly addressed. For the purposes hereof, the address of each party hereto
shall be as set forth under such party's name on the signature pages hereof or,
as to either party, such other address as shall be designated by such party in a
written notice delivered to the other party hereto.

                  SECTION 27.  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
CUMULATIVE.  No failure or delay on the part of Secured Party in the exercise of
any power, right or privilege hereunder shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude any other or further exercise thereof or of any other power, right or
privilege. All rights and remedies existing under this Agreement are cumulative
to, and not exclusive of, any rights or remedies otherwise available.

                  SECTION 28.  SEVERABILITY.  In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

                  SECTION 29.  HEADINGS.  Section and subsection headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose or be given any
substantive effect.


                                       20
<PAGE>

                  SECTION 30.  GOVERNING LAW; TERMS.  EXCEPT AS EXPRESSLY
PROVIDED HEREIN, THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES. NOTWITHSTANDING THE FOREGOING, THE
SECURITY INTERESTS GRANTED HEREUNDER SHALL BE GOVERNED AND DETERMINED BY THE
UNIFORM COMMERCIAL CODE IN EFFECT IN DELAWARE, AS SUCH CODE MAY BE AMENDED
(INCLUDING AMENDMENTS RELATED TO REVISED ARTICLE 9) OR SUCH OTHER APPLICABLE LAW
(AS AMENDED) THAT INCREASES THE VALIDITY AND ENFORCEABILITY OF THE SECURITY
INTERESTS GRANTED HEREUNDER, IT BEING THE INTENT OF THE PARTIES THAT THE
SECURITY INTERESTS HEREUNDER BE GIVEN THE BROADEST POSSIBLE SCOPE. Unless
otherwise defined herein or in the Credit Agreement, capitalized terms used in
Articles 8 and 9 of the Uniform Commercial Code, as it is currently enacted or
may hereafter be amended, under the laws of the State of Delaware shall have the
meanings set forth therein.

                  SECTION 31.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GRANTOR ARISING OUT OF OR RELATING TO
THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT GRANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO
BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
Grantor hereby agrees that service of all process in any such proceeding in any
such court may be made by registered or certified mail, return receipt
requested, to Grantor at its address provided in Section 26, such service being
hereby acknowledged by Grantor to be sufficient for personal jurisdiction in any
action against Grantor in any such court and to be otherwise effective and
binding service in every respect. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of Secured
Party to bring proceedings against Grantor in the courts of any other
jurisdiction.

                  SECTION 32.  WAIVER OF JURY TRIAL.  GRANTOR AND SECURED PARTY
HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. Grantor and Secured Party
each acknowledge that this waiver is a material inducement for Grantor and
Secured Party to enter into a business relationship, that Grantor and Secured
Party have already relied on this waiver in entering into this Agreement and
that each will continue to rely on this waiver in their related future dealings.
Grantor and Secured Party further warrant and represent that each has reviewed
this waiver with its legal counsel, and that each knowingly and voluntarily
waives its jury trial rights following consultation with legal counsel. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT


                                       21
<PAGE>

MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the court.

                  SECTION 33.       COUNTERPARTS.  This Agreement may be
executed in one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. Delivery of an executed
counterpart to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.

                  [Remainder of page intentionally left blank]


                                       22
<PAGE>

                  IN WITNESS WHEREOF, Grantor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                       AMERICAN HOMEPATIENT, INC.,
                                       a Delaware corporation



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

                                       Notice Address:

                                          Maryland Farms Office Park
                                          5200 Maryland Way, Suite 400
                                          Brentwood, Tennessee 37027-5018
                                          Attention:
                                          Telecopy:


                                       S-1
<PAGE>

                                       BANKERS TRUST COMPANY,
                                       as Agent



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

                                       Notice Address:

                                          Deutsche Banc Alex. Brown Incorporated
                                          130 Liberty Street, 28th Floor
                                          New York, New York 10006
                                          Attention: Silvia L. Spear
                                          Telecopy: (212) 250-6314


                                      S-2
<PAGE>

                                   SCHEDULE I
               TO AMENDED AND RESTATED BORROWER SECURITY AGREEMENT

                  LOCATIONS OF COLLATERAL AND OTHER INFORMATION

1.       Locations of Equipment, Inventory and other Collateral:

         Maryland Farms Office Park
         5200 Maryland Way, Suite 400
         Brentwood, TN 37027-5018

         (See Schedule 1A)

2.       Locations of Chief Place of Business, Chief Executive Office and Office
         Where Records and Chattel Paper Representing Accounts are Kept:

         Maryland Farms Office Park
         5200 Maryland Way, Suite 400
         Brentwood, TN 37027-5018

3.       State of Incorporation:

         Delaware

4.       Organization Number: 2272797
         Federal Employer Identification Number: 62-1474680


<PAGE>

                                   SCHEDULE II
               TO AMENDED AND RESTATED BORROWER SECURITY AGREEMENT

                    TRADE NAMES AND FICTITIOUS BUSINESS NAMES


            See Schedule III for a list of trademarks and tradenames.


<PAGE>

                                  SCHEDULE III
               TO AMENDED AND RESTATED BORROWER SECURITY AGREEMENT

                           TRADEMARKS AND TRADE NAMES

AerMeds, registered number 2090332 on August 26, 1997 in United States Patent
     and Trademark Office

Extracare, not registered

EnterCare, not registered

Cure Report, not registered

Personal Caring Service, not registered

RESO2URCE, nor registered

Hometown Direct Referral Line, not registered


<PAGE>

                                   SCHEDULE IV
               TO AMENDED AND RESTATED BORROWER SECURITY AGREEMENT

                                BORROWER ACCOUNTS

                                  See attached

<PAGE>

<TABLE>
<CAPTION>
         ENTITY                    BANK NAME                        ADDRESS             CITY          ST      ZIP       ACCOUNT #
<S>                         <C>                           <C>                        <C>             <C>  <C>         <C>
American HomePatient, Inc.  Colonial Bank                 P.O. Box 1887              Birmingham      AL   35201       8007351672
American HomePatient, Inc.  SouthTrust Bank               P.O. Box 809               Dothan          AL   36302       66-730-867
American HomePatient, Inc.  AmSouth Bank                  Main Office, Birmingham,   Birmingham      AL   35288       2296403
                                                             P.O. Box 11007
American HomePatient, Inc.  Citizens Bank of Batesville   P.O. Box 2156              Batesville      AR   72503-2156  552631
American HomePatient, Inc.  Bank of Colorado              P.O. Drawer N              Durango         CO   81302-2950  8302658572
American HomePatient, Inc.  First Union                   60 North Main              Waterbury       CT   06702       2030001006479
American HomePatient Inc.   Bank of America               P. O. Box 105713           Atlanta         GA   30348-5713  3299911877
American HomePatient Inc.   Bank of America               P. O. Box 105713           Atlanta         GA   30348-5713  3299911901
American HomePatient, Inc.  Bank of Eastman               P.O. Box 909               Eastman         GA   31023-0220  142256
American HomePatient, Inc.  Citibank                      P.O. Box 87126             Chicago         IL   60680-4303  980086208
American HomePatient, Inc.  South Central Bank            P.O. Box 20150             Bowling Green   KY   42102-6150  1093111
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3002418121
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3002418308
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3002419386
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3002419458
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3002419853
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3002420192
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3004370045
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3004370133
American HomePatient, Inc.  PNC Bank                      500 West Jefferson St.     Louisville      KY   40296       3100531945
American HomePatient, Inc.  Central Progressive Bank      200 W. Hickory St.         Ponchatoula     LA   70454       411000039
American HomePatient, Inc.  National City Bank            P.O. Box 8043              Royal Oak       MI   48068-8043  7132034773
American HomePatient, Inc.  BancorpSouth                  One Mississippi Plaza      Tupelo          MS   38801       6021-752-8
American HomePatient, Inc.  FIRSTAR                       P.O. Box 1328              Asheboro        NC   27204       156965
American HomePatient, Inc.  Centura                       1610 South Madison St.     Whitesville     NC   28472       1190013498
American HomePatient, Inc.  PNC Bank                      Rt 38& East Gate Drive     Moorestown      NJ   08057       8014367344
American HomePatient, Inc.  PNC Bank                      Rt 38& East Gate Drive     Moorestown      NJ   08057       8014371183
American HomePatient, Inc.  PNC Bank                      Rt 38& East Gate Drive     Moorestown      NJ   08057       8014371191
American HomePatient, Inc.  First Union                   550 Broad Street           Newark          NJ   07102       2030000568125
American HomePatient, Inc.  Key Bank                      267 Wall Street            Kingston        NY   12401       323210011850
American HomePatient, Inc.  M&T Bank                      44 Exchange Street         Rochester       NY   14614-2097  15244700
American HomePatient, Inc.  National City Bank            P.O. Box 5756              Cleveland       OH   44101-0756  152403101
</TABLE>


<PAGE>

<TABLE>
<S>                         <C>                            <C>                      <C>           <C>  <C>           <C>
American HomePatient, Inc.  BankOne                        Department 1045          Columbus      OH   43271-1045    612289983
American HomePatient, Inc.  The Huntington National Bank   P.O. Box 1558            Columbus      OH   43216-1558    1891761146
American HomePatient, Inc.  Fifth Third Bank               P.O. Box 1868            Toledo        OH   43603-1868    802-61779
American HomePatient, Inc.  National City Bank             P.O. Box 5756            Cleveland     OH   44101-0756    501819110
American HomePatient, Inc.  County National Bank           1 South Second Street    Clearfield    PA   16830         1161348
American HomePatient, Inc.  First Union                    123 South Broad          Philalphia    PA   19109         2014106561709
American HomePatient, Inc.  Drovers Bank                   30 South George Street   York          PA   17405-2557    966223
American HomePatient, Inc.  Sovereign Bank-New England     111 Westminister         Providence    RI   02903         84960015778
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    1560047944
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    1640000664
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    2834038758
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3314821724
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750092763
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750092776
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750092789
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750092802
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750778456
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750778469
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750778731
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750778744
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750778854
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750778867
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750778870
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750781155
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750818947
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750819014
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750819027
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750819030
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750819140
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750820058
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750821361
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750845648
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750845651
American HomePatient Inc.   Bank of America                Bank of America, N.A.    Dallas        TX   75283-2406    3750845664
</TABLE>


                                      S-2
<PAGE>

<TABLE>
<S>                            <C>                    <C>                         <C>             <C>  <C>              <C>
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750870176
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750879834
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750886461
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750889374
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750901126
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750901139
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750901142
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750901155
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750960015
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750960222
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750968774
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750968790
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750968800
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750979925
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750986950
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3750997570
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751007553
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751014258
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751014261
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751034827
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751075080
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751194204
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751195122
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751206082
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751207735
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751245124
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751259372
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751271910
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751363239
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751450647
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751472670
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751484480
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751514376
American HomePatient Inc.      Bank of America        Bank of America, N.A.       Dallas          TX   75283-2406       3751620914
</TABLE>


                                      S-3
<PAGE>

<TABLE>
<S>                            <C>                   <C>                         <C>           <C>  <C>              <C>
American HomePatient Inc.      Bank of America       Bank of America, N.A.       Dallas        TX   75283-2406       3751620927
American HomePatient Inc.      Bank of America       Bank of America, N.A.       Dallas        TX   75283-2406       3871368869
American HomePatient Inc.      Bank of America       27077 Pacific Hwy S.        S Moines      WA   98198            10355402
</TABLE>



                                      S-4