<PAGE>   1
                                                                   Exhibit 10.6

                               FIRST AMENDMENT TO
                           FIFTH AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT


     THIS FIRST AMENDMENT is dated as of the 16th day of January, 1997, among
PHYCOR, INC., a Tennessee corporation (the "Borrower"), the banks named in the
Credit Agreement described below (the "Banks"), NATIONSBANK, N.A., as
Documentation Agent (the "Documentation Agent"), and CITIBANK, N.A., as an
Issuing Bank thereunder and as agent for the Banks and the Issuing Banks
thereunder (the "Agent").

                                   WITNESSETH:

     WHEREAS, the Borrower, the Banks, the Documentation Agent and the Agent
entered into a Fifth Amended and Restated Revolving Credit Agreement dated as of
July 22, 1996 (the "Credit Agreement"); and

     WHEREAS, the Borrower has requested (i) the amendment of financial and
other covenants in the Credit Agreement and (ii) the approval of an acquisition
by the Majority Banks, and the Agent and the Majority Banks are willing to agree
to such amendment and provide such approval upon the terms and conditions set
forth below;

     NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Banks executing this First Amendment and the Agent agree as
follows:

     Section 1. Definitions. Unless otherwise defined herein, terms are used as
defined in the Credit Agreement.

     Section 2. Amendments.

     (a) Section 5.01(h) of the Credit Agreement is hereby amended by deleting
the phrase "which may materially adversely affect" and inserting in place
thereof the phrase "which could reasonably be expected to have a material
adverse effect on."

     (b) Section 6.02(f) of the Credit Agreement is amended by adding a new
subsection (vi) to read as follows:

          (vi) Without limiting amounts that may be invested in, or loaned or
     advanced to other Persons pursuant to Section 6.02(f)(v), the Borrower's
     Subsidiary PhyCor of Hawaii, Inc. ("PhyCor-Hawaii") may make secured loans
     to Straub Clinic & Hospital, Inc. ("Straub") to the extent required by, and
     in compliance with, Sections 5.8.1, 5.8.2 and 5.8.3 of its Service
     Agreement with Straub (in substantially the form attached as Annex E to the
     Borrower's Prospectus and Proxy Statement dated November 12, 1996, with the
     revisions thereto provided in the revised draft thereof distributed to the
     Banks on January 15, 1997) (the "Straub Service Agreement"); provided that:


<PAGE>   2

               (A) at the time of each such loan and after giving effect
          thereto, no Event of Default or event which would constitute an Event
          of Default but for the requirement that notice be given or time elapse
          or both shall occur and be continuing;

               (B) loans pursuant to Section 5.8.1 of the Straub Service
          Agreement ("Straub Capital Loans") shall be secured by a first
          priority security interest in all of the assets directly or indirectly
          acquired by Straub from the proceeds of any such loans, free and clear
          of any other Liens; and the aggregate principal amount of all Straub
          Capital Loans may not exceed $50,000,000 at any time outstanding;

               (C) loans pursuant to Section 5.8.2 of the Straub Service
          Agreement ("Straub Working Capital Loans"; collectively, with the
          Straub Capital Loans, the "Straub Loans") shall be made pursuant to a
          single credit facility providing loan availability for no more than
          one year from the commencement of the term thereof (which may be
          renewed on an annual basis, but not provide availability later than
          the stated A Revolver Termination Date) and shall be secured by a
          first priority security interest in all of the accounts receivable,
          inventory, supplies and other current assets of Straub (the "Straub
          Loan Base"), free and clear of any other Liens; and the aggregate
          principal amount of all Straub Working Capital Loans may not exceed at
          any time outstanding the lesser of (1) $40,000,000 or (2) the
          aggregate book value (less any reserves applicable thereto) of (x) the
          Straub Loan Base as of such time and (y) any current assets acquired
          by the Borrower in its merger with Straub Clinic & Hospital,
          Incorporated and held by the Borrower at such time, all as determined
          in accordance with generally accepted accounting principles;

               (D) each Straub Loan shall be evidenced by a promissory note (1)
          that shall have a final maturity not later than the stated A Revolver
          Termination Date and provide for the repayment of principal prior to
          final maturity at the annual rate of one-sixth of the principal
          outstanding at the time loan availability under the applicable credit
          facility for Straub ceases and (2) that shall be subject to the
          repurchase right of Straub provided in the Straub Service Agreement
          (the "Straub Repurchase Right"); and

               (E) each of the following conditions shall have been satisfied in
          a manner acceptable to the Agent:

                    (1) PhyCor-Hawaii shall be a party to the Pledge Agreement,

                    (2) each promissory note evidencing a Straub Loan, as
               secured by the collateral therefor, shall be pledged, subject to
               the Straub Repurchase Right, under an amendment to the Pledge
               Agreement (or other security agreements acceptable to the Agent)
               to secure the Obligations (as defined in the Pledge Agreement),


                                       2
<PAGE>   3

                    (3) the Borrower, PhyCor-Hawaii and Straub shall execute and
               deliver such documents, including assignments of financing
               statements of Straub, make such filings and take such other
               action as the Agent may deem necessary or advisable to perfect
               its Liens in the promissory notes, as so secured, evidencing the
               Straub Loans, and

                    (4) the Agent shall have received such other instruments,
               agreements, opinions and other documents as it shall reasonably
               request in such connection;

          provided that the conditions provided in this clause (E) may be
          satisfied not later than January 31, 1997.

provided that, notwithstanding Section 4 of this First Amendment, the foregoing
amendment is subject to the consummation of the Acquisition (as hereinafter
defined) as contemplated by Section 3 of this First Amendment.

     (c) Section 6.03(d) of the Credit Agreement is hereby amended by deleting
the percentage "50%" and inserting in place thereof the percentage "60%";
provided that, notwithstanding Section 4 of this First Amendment, the foregoing
amendment is subject to the consummation of the Acquisition (as hereinafter
defined) as contemplated by Section 3 of this First Amendment.

     Section 3. Acquisition Approval.

     (a) The Banks hereby give their approval, pursuant to Section 6.02(f)(ii)
of the Credit Agreement, to the terms and conditions of the acquisition (the
"Acquisition") by the Borrower of certain assets of Straub Clinic & Hospital,
Incorporated (the "Clinic") on the terms and conditions and as otherwise
described in the Borrower's Prospectus and Proxy Statement, dated November 12,
1996 (the "Prospectus"); provided that, notwithstanding Section 4 of this First
Amendment, such approval shall be subject to satisfaction of all of the
conditions precedent set forth in Sections 6.02(f)(ii) and 6.02(g) of the Credit
Agreement. In giving such approval, the Banks hereby waive, in the case of the
Acquisition, for one time only, the requirement of Section 6.02(f)(ii) of the
Credit Agreement that the Acquisition be made by a Subsidiary of the Borrower.
In such connection, the Borrower hereby acknowledges and agrees that the Banks
have no obligation to provide any waivers or further consents in respect of the
Straub Loans (as defined in Section 6.02(f)(vi) of the Credit Agreement, as
amended hereby) or to refrain from exercising any of their rights under the Loan
Documents in respect of any events or conditions resulting from the Borrower or
any of its Subsidiaries not providing any Straub Loans in addition to those
permitted by Section 6.02(f)(vi) of the Credit Agreement, as amended hereby.

     (b) The Borrower hereby represents that, except as set forth on Schedule A
to this First Amendment, the Borrower or its Subsidiaries shall, in the event
the Acquisition is consummated, be acquiring, free and clear of all liens and
encumbrances, certain assets of the Clinic identified in the Amended and
Restated Agreement of Merger described in the Prospectus. The Borrower hereby
further represents that none of the liens and encumbrances set forth on


                                       3

<PAGE>   4

Schedule A to this First Amendment will attach to any assets of the Borrower not
acquired in the Acquisition. The execution and delivery of this First Amendment
by the Majority Banks shall constitute such Banks' approval of the liens and
encumbrances listed on Schedule A to this First Amendment, provided that none of
such liens and encumbrances shall attach to any assets not acquired in the
Acquisition; and the parties hereto hereby agree that such liens and
encumbrances shall be deemed to be additions to Schedule VI of the Credit
Agreement and, therefore, deemed to be Permitted Liens.

     Section 4. Effectiveness of First Amendment. This First Amendment shall
become effective pursuant to Section 9.01 of the Credit Agreement upon the
satisfaction of the following in a manner acceptable to the Agent:

          (a) the execution of this First Amendment by the Borrower, the
     Majority Banks and the Agent; and

          (b) the execution of the Consent and Agreement attached hereto (the
     "Subsidiary Consent") by each of the Guarantors.

     Section 5. Representations and Warranties. The Borrower represents and
warrants that this First Amendment and the Subsidiary Consent have been duly
authorized, executed and delivered by the Borrower and its Subsidiaries and
constitute the legal, valid, and binding obligations of the Borrower and its
Subsidiaries, enforceable in accordance with their respective terms (except as
enforcement may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws or equitable principles relating to
or affecting creditors' rights generally). The Borrower further represents and
warrants that (a) there exists no Event of Default or event which would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both as of the date hereof (before and after giving effect to the
transactions contemplated hereby), (b) the representations and warranties set
forth in Article V of the Credit Agreement are true and correct on the date
hereof (before and after giving effect to the transactions contemplated hereby),
and (c) it has complied with all agreements and conditions to be complied with
by it under the Credit Agreement and other Loan Documents by the date hereof.

     Section 6. References. From and after the date of effectiveness of this
First Amendment, all references in the Credit Agreement and the other Loan
Documents to the Credit Agreement shall be deemed to be references to the Credit
Agreement as amended hereby.

     Section 7. Ratification. This First Amendment supersedes any prior
agreements or understandings with respect to the subject matter hereof. Except
as amended hereby, the Credit Agreement and all other Loan Documents shall
continue in full force and effect.

     SECTION 8. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY
OTHER LAW.


                                       4

<PAGE>   5

     Section 9. Counterparts. This First Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.



                       [SIGNATURES ON THE FOLLOWING PAGE]




                                       5
<PAGE>   6









     IN WITNESS WHEREOF, this First Amendment is executed as of the date first
set forth above.

                                     THE BORROWER

                                     PHYCOR, INC.


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     THE AGENT

                                     CITIBANK, N.A.,
                                       as Agent


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     THE DOCUMENTATION AGENT

                                     NATIONSBANK, N.A.,
                                       as Documentation Agent


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     THE ISSUING BANK

                                     CITIBANK, N.A.,
                                       as Issuing Bank


                                     By:_____________________________________
                                        Name:
                                        Title:



<PAGE>   7

                                     THE BANKS

                                     CITIBANK, N.A.


                                     By:_____________________________________
                                        Name:
                                        Title:



                                     NATIONSBANK, N.A.


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     FIRST AMERICAN NATIONAL BANK


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     FIRST UNION NATIONAL BANK OF NORTH CAROLINA


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     PNC BANK, KENTUCKY, INC.


                                     By:_____________________________________
                                        Name:
                                        Title:
<PAGE>   8


                                     MELLON BANK, N.A.


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     THE BANK OF NOVA SCOTIA


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     CORESTATES BANK, N.A.


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     CREDIT LYONNAIS NEW YORK BRANCH


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     DEUTSCHE BANK AG, New York Branch and/or
                                     Cayman Islands Branch


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     By:_____________________________________
                                        Name:
                                        Title:



<PAGE>   9

                                     THE SUMITOMO BANK, LIMITED


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     SUNTRUST BANK, NASHVILLE, N.A.


                                     By:_____________________________________
                                        Name:
                                        Title:


                                     TORONTO DOMINION (TEXAS), INC.


                                     By:_____________________________________
                                        Name:
                                        Title:



<PAGE>   10



                              CONSENT AND AGREEMENT

     The undersigned, being all of the Guarantors referred to in the Credit
Agreement (as defined in the foregoing First Amendment) and the other Loan
Documents (as defined in the foregoing First Amendment), hereby consent and
agree to the foregoing First Amendment and hereby confirm their respective
guarantees and grants of security interests and other obligations under the Loan
Documents, which shall remain in full force and effect and be applicable to the
Credit Agreement and the other Loan Documents, as amended by the foregoing First
Amendment.

                                       PHYCOR OF TOLEDO, INC.
                                       PHYCOR OF ROANOKE, INC.
                                       PHYCOR OF HATTIESBURG, INC.
                                       PHYCOR OF DALLAS, INC.
                                       PHYCOR-TEXAS GULF COAST, INC.
                                       PHYCOR OF MINOT, INC.
                                       PHYCOR OF WILMINGTON, INC.
                                       PHYCOR OF LAGRANGE, INC.
                                       PHYCOR OF KENTUCKY, LLC
                                       PHYCOR OF DENVER, INC.
                                       PHYCOR OF ROME, INC.
                                       PHYCOR OF COLUMBIA, INC.
                                       PHYCOR OF WICHITA FALLS, INC.
                                       PHYCOR OF WEST HOUSTON, INC.
                                       PHYCOR OF PHOENIX, INC.
                                       PHYCOR OF SAYRE, INC.
                                       PHYCOR OF SOUTH BEND, LLC
                                       PHYCOR OF WHARTON, INC.
                                       PHYCOR OF MESA, INC.
                                       PHYCOR-LAFAYETTE, LLC
                                       THE MEMBER CORPORATION, INC.
                                       PHYCOR OF OGDEN, INC.
                                       PHYCOR OF NEWNAN, INC.
                                       PHYCOR OF NORTHEAST ARKANSAS, INC.
                                       PHYCOR OF TIDEWATER, INC.
                                       PHYCOR OF BOULDER, INC.
                                       PHYCOR OF NORTHERN MICHIGAN, INC.
                                       PHYCOR OF CHICKASHA, INC.
                                       PHYCOR OF FORT SMITH, INC.
                                       PHYCOR OF CORSICANA, INC.
                                       PHYCOR OF DIXON, INC.
                                       PHYCOR OF CLEBURNE, INC.
                                       PHYCOR OF BIRMINGHAM, INC.
                                       PHYCOR OF IRVING, INC.
                                       PHYCOR OF KINGSPORT, INC.



<PAGE>   11

                                       PHYCOR OF OLEAN, INC.
                                       PHYCOR OF LACONIA, INC.
                                       PHYCOR OF HARLINGEN, INC.
                                       PHYCOR OF RICHMOND, INC.
                                       PHYCOR OF SAN ANTONIO, INC.
                                       PHYCOR OF CONROE, INC.
                                       PHYCOR OF PUEBLO, INC.
                                       PHYCOR OF JACKSONVILLE, INC.
                                       PHYCOR OF GREELEY, INC.
                                       PHYCOR OF WINTER HAVEN, INC.
                                       PHYCOR OF NASHVILLE, INC.
                                       PHYCOR OF VERO BEACH, INC.
                                       PHYCOR OF RUSTON, INC.
                                       PHYCOR OF CHARLOTTE, INC.
                                       as Guarantors


                                       By:_____________________________________
                                          Name:
                                          Title:


                                       NORTH AMERICAN MEDICAL
                                       MANAGEMENT, INC., as Guarantor


                                       By:_____________________________________
                                          Name:
                                          Title:




<PAGE>   12



                          Schedule A to First Amendment

                        Additional Liens and Encumbrances

<PAGE>   13
                                U.S. $300,000,000


                           FIFTH AMENDED AND RESTATED


                           REVOLVING CREDIT AGREEMENT


                            DATED AS OF JULY 22, 1996


                                      AMONG


                                  PHYCOR, INC.

                                  AS BORROWER,


                             THE BANKS NAMED HEREIN,

                                    AS BANKS,


                               NATIONSBANK, N.A.,

                             AS DOCUMENTATION AGENT,


                                       AND


                                 CITIBANK, N.A.,

                                    AS AGENT



<PAGE>   14





                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section                                                                                  Page
-------                                                                                  ----
<S>       <C>                                                                             <C>
ARTICLE I - DEFINITIONS AND ACCOUNTING TERMS...............................................2

          SECTION 1.01  Certain Defined Terms..............................................2
          SECTION 1.02  Computation of Time Periods.......................................28
          SECTION 1.03  Accounting Terms..................................................28

ARTICLE II - AMOUNTS AND TERMS OF THE ADVANCES............................................28

          SECTION 2.01  The Committed Rate Advances.......................................28
          SECTION 2.02  The Competitive Bid Advances......................................30
          SECTION 2.03  Fees..............................................................34
          SECTION 2.04  Optional Reduction of the Commitments.............................34
          SECTION 2.05  Repayment.........................................................35
          SECTION 2.06  Interest..........................................................35
          SECTION 2.07  Interest Rate Determination and Protection........................36
          SECTION 2.08  Voluntary and Automatic Conversion of Committed Rate Advances.....36
          SECTION 2.09  Prepayments.......................................................37
          SECTION 2.10  Increased Costs...................................................38
          SECTION 2.11  Illegality........................................................39
          SECTION 2.12  Payments and Computations.........................................39
          SECTION 2.13  Taxes.............................................................40
          SECTION 2.14  Sharing of Payments, Etc..........................................45
          SECTION 2.15  Evidence of Debt/Register.........................................45
          SECTION 2.16  Use of Proceeds...................................................46
          SECTION 2.17  Outstanding Advances Under Existing Credit Agreement..............46

ARTICLE III - AMOUNT AND TERMS OF LETTERS OF CREDIT AND PARTICIPATIONS THEREIN............47

          SECTION 3.01  Letters of Credit.................................................47
          SECTION 3.02  Issuing the Letters of Credit.....................................47
          SECTION 3.03  Reimbursement Obligations.........................................48
          SECTION 3.04  Participations Purchased by the Banks.............................48
          SECTION 3.05  Letter of Credit Fees.............................................49
          SECTION 3.06  Indemnification Nature of the Issuing Bank's Duties...............50
          SECTION 3.07  Increased Costs...................................................51
          SECTION 3.08  Uniform Customs and Practice......................................52
</TABLE>


                                       i
<PAGE>   15

<TABLE>
<CAPTION>
<S>       <C>                                                                             <C>
ARTICLE IV - CONDITIONS OF LENDING........................................................52

          SECTION 4.01  Conditions Precedent to Any Borrowing and Letter of Credit........52
          SECTION 4.02  Conditions Precedent to Fifth Amendment and Restatement...........53

ARTICLE V - REPRESENTATIONS AND WARRANTIES................................................54

          SECTION 5.01  Representations and Warranties of the Borrower....................54

ARTICLE VI - COVENANTS OF THE BORROWER....................................................59

          SECTION 6.01  Affirmative Covenants.............................................59
          SECTION 6.02  Negative Covenants................................................62
          SECTION 6.03  Financial Covenants...............................................74
          SECTION 6.04  Reporting Requirements............................................75

ARTICLE VII - EVENTS OF DEFAULT...........................................................78

          SECTION 7.01  Events of Default.................................................78

ARTICLE VIII - THE AGENT..................................................................82

          SECTION 8.01  Authorization and Action..........................................82
          SECTION 8.02  Agent's Reliance, Etc.............................................82
          SECTION 8.03  Citibank and Affiliates...........................................83
          SECTION 8.04  Bank Credit Decision..............................................83
          SECTION 8.05  Indemnification...................................................83
          SECTION 8.06  Successor Agent/Issuing Bank......................................84
          SECTION 8.07  The Documentation Agent...........................................85

ARTICLE IX - MISCELLANEOUS................................................................85

          SECTION 9.01  Amendments, Etc...................................................85
          SECTION 9.02  Notices, Etc......................................................85
          SECTION 9.03  No Waiver; Remedies...............................................86
          SECTION 9.04  Costs, Expenses and Taxes.........................................86
          SECTION 9.05  Right of Set-off..................................................87
          SECTION 9.06  Indemnification...................................................87
          SECTION 9.07  Binding Effect....................................................88
          SECTION 9.08  Assignments and Participations....................................89
          SECTION 9.09  Headings..........................................................91
          SECTION 9.10  Confidentiality...................................................91
          SECTION 9.11  Severability of Provisions........................................92
          SECTION 9.12  Independent of Provisions.........................................92
</TABLE>

                                       ii



<PAGE>   16

<TABLE>
<S>       <C>                                                                             <C>
          SECTION 9.13  Consent to Jurisdiction...........................................92
          SECTION 9.14  GOVERNING LAW.....................................................93
          SECTION 9.15  WAIVER OF JURY TRIAL..............................................93
          SECTION 9.16  Execution in Counterparts.........................................93
</TABLE>


                                      iii
<PAGE>   17




                                    SCHEDULES





Schedule I            -        List of Applicable Lending Offices

Schedule II           -        Real Property

Schedule III          -        Subsidiaries

Schedule IV           -        Service Agreements

Schedule V            -        Existing Debt

Schedule VI           -        Existing Liens

Schedule VII          -        Litigation



                                       iv
<PAGE>   18

                                    EXHIBITS

Exhibit A-1           -        Form of Committed Rate A Note

Exhibit A-2           -        Form of Committed Rate B Note

Exhibit A-3           -        Form of Competitive Bid A Note

Exhibit A-4           -        Form of Competitive Bid B Note

Exhibit B-1           -        Form of Notice of Borrowing

Exhibit B-2           -        Form of Competitive Bid Request

Exhibit C             -        Form of Guaranty

Exhibit D             -        Form of Pledge Agreement

Exhibit E             -        Form of Intercompany Subordination Agreement

Exhibit F             -        Form of Assignment and Acceptance

Exhibit G             -        Form of Solvency Certificate

Exhibit H             -        Form of Subordination Agreement

Exhibit I             -        Form of Acknowledgment and Consent

Exhibit J             -        Forms of Opinion of Counsel

Exhibit K             -        Form of Acquisition Approval Letter



                                       v
<PAGE>   19




     Fifth Amended and Restated Revolving Credit Agreement, dated as of July 22,
1996 (this "Agreement"), among PHYCOR, INC., a Tennessee corporation (the
"Borrower"), the banks (the "Banks") listed on the signature pages hereof and
from time to time parties hereto, NATIONSBANK, N.A. ("NationsBank"), as
Documentation Agent (the "Documentation Agent"), and CITIBANK, N.A.
("Citibank"), as an Issuing Bank hereunder and as agent (the "Agent") for the
Banks and the Issuing Banks.


     PRELIMINARY STATEMENTS:

     1. On February 28, 1990, the Borrower entered into a Revolving Credit and
Term Loan Agreement with Citibank as Bank, Issuing Bank and Agent. The Borrower
and Citibank, as Bank, Issuing Bank and Agent, subsequently entered into a First
Amendment to and Waiver Under Credit Agreement dated as of January 11, 1991,
which made certain changes to the credit agreement referred to in the foregoing
sentence (such credit agreement, as so amended, being referred to hereinafter as
the "Original Credit Agreement").

     2. On December 4, 1991, the Borrower entered into the Amended and Restated
Revolving Credit and Term Loan Agreement with Citibank, as Issuing Bank and
Agent, and the banks listed on the signature pages thereto, which credit
agreement amended and restated the Original Credit Agreement (such agreement, as
amended by the amendments thereto entered into prior to the date hereof, being
referred to hereinafter as the "First Amended and Restated Credit Agreement").

     3. On September 29, 1993, the Borrower entered into the Second Amended and
Restated Revolving Credit and Term Loan Agreement with Citibank, as Issuing Bank
and Agent, NationsBank, as Co-Agent, and the banks listed on the signature pages
thereto, which credit agreement amended and restated the First Amended and
Restated Credit Agreement (such agreement, as amended by the amendments thereto
entered into prior to the date hereof, being referred to hereinafter as the
"Second Amended and Restated Credit Agreement").

     4. On September 20, 1994, the Borrower entered into the Third Amended and
Restated Revolving Credit and Term Loan Agreement with Citibank, as Issuing Bank
and Agent, NationsBank, as Co-Agent, and the banks listed on the signature pages
thereto, which credit agreement amended and restated the Second Amended and
Restated Credit Agreement (such agreement, as amended by the amendments thereto
entered into prior to the date hereof, being referred to hereinafter as the
"Third Amended and Restated Credit Agreement").

     5. On August 29, 1995, the Borrower entered into the Fourth Amended and
Restated Revolving Credit and Term Loan Agreement with Citibank, as Issuing Bank
and Agent, NationsBank of Tennessee, N.A., as Co-Agent, and the banks listed on
the signature pages thereto, which credit agreement amended and restated the
Third Amended and Restated Credit Agreement (such agreement being referred to
hereinafter as the "Existing Credit Agreement").

     6. The Borrower has requested that the Existing Credit Agreement be amended
by, among other things, increasing the commitments thereunder, extending the
term thereof, and including certain financial institutions as lenders hereunder.
The Borrower has requested that the



<PAGE>   20

Existing Credit Agreement be amended and restated in its entirety to reflect
such amendments as well as other requested amendments (the "Fifth Amendment and
Restatement").

     7. Subject to the terms and provisions hereof, the Banks, the Issuing Bank,
and the Agent are amenable to making such modifications and to amending and
restating the Existing Credit Agreement in its entirety as hereinafter set
forth.

     NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

               "A Advance" means an advance made in respect of the A Commitment
          pursuant to Section 2.01(a) or 2.02.

               "A Borrowing" means a borrowing in respect of the A Commitment
          made pursuant to Section 2.01(a) or 2.02.

               "A Commitment" means, as to any Bank, the amount of commitment to
          make Committed Rate A Advances or participate in Letters of Credit set
          forth opposite such Bank's name on the signature pages hereof or, if
          such Bank has entered into one or more Assignments and Acceptances,
          the amount thereof set forth for such Bank in the Register maintained
          by the Agent pursuant to Section 9.08(c), as such amount may be
          reduced from time to time pursuant to Section 2.04.

               "A Commitment Percentage" means, as to any Bank, the percentage
          equal to such Bank's A Commitment divided by the aggregate A
          Commitments of all Banks.

               "A Revolver Termination Date" means July 21, 2001, or the earlier
          date of termination in whole of the Commitments pursuant to Section
          2.04 or 7.01.

               "Accounts" means all present and future rights of the Borrower or
          any Subsidiary of the Borrower to payment for goods (including
          medications) sold or leased or for services rendered pursuant to any
          Service Agreement (except those evidenced by instruments or chattel
          paper), whether now existing or hereafter arising and wherever arising
          and whether or not earned by performance (including, without
          limitation, accounts receivable purchased by the Borrower


                                       2

<PAGE>   21

          or any of its Subsidiaries from any physician group which has entered
          into a Service Agreement with the Borrower or such Subsidiary).

               "Acknowledgment and Consent" means the Acknowledgment and
          Consent, in substantially the form of Exhibit I, executed and
          delivered by the parties thereto in connection with the Fifth
          Amendment and Restatement.

               "Advance" means a Committed Rate Advance or a Competitive Bid
          Advance. In the case of Committed Rate Advances, "Advance" also refers
          to a Base Rate Advance or Eurodollar Rate Advance (each of which shall
          be a "Type" of Committed Rate Advance). In the case of Competitive Bid
          Advances, "Advance" also refers to a Fixed Rate Advance or a LIBOR
          Advance (each of which shall be a "Type" of Competitive Bid Advance).

               "Affiliate" means, with respect to any Person, any other entity
          that, directly or indirectly through one or more intermediaries,
          controls, is controlled by, or is under common control with, such
          Person.

               "Applicable Eurodollar Rate Margin" means for the Initial
          Effective Period (as defined below) 0.4250% per annum in respect of A
          Advances and 0.4750% per annum in respect of B Advances and thereafter
          for each Effective Period (as defined below) 0.5000% per annum in
          respect of A Advances and 0.5500% per annum in respect of B Advances;
          provided, however, that during any fiscal quarter of the Borrower in
          which the Borrower shall have satisfied the Consolidated Debt/EBITDA
          Ratio test indicated in the table below, the Applicable Eurodollar
          Rate Margin for the Effective Period shall be the percentage rate per
          annum set forth opposite the appropriate tests for the A Advances or
          the B Advances, as applicable, in the table below.

<TABLE>
<CAPTION>
                                                Applicable Eurodollar Rate       Applicable Eurodollar
                    Consolidated                       Margin for                   Rate Margin for
                  Debt/EBITDA Ratio                    A Advances                     B Advances
          ----------------------------------    --------------------------       ---------------------
          <S>                                            <C>                            <C>
          Greater than 3.25 to 1.00                      0.5000%                        0.5500%

          Less than or equal to 3.25 to 1.00             0.4250%                        0.4750%
             but greater than 2.50 to 1.00

          Less than or equal to 2.50 to 1.00             0.3250%                        0.3750%
             but greater than 2.00 to 1.00

</TABLE>


                                       3
<PAGE>   22

<TABLE>
<CAPTION>
          <S>                                            <C>                            <C>
          Less than or equal to 2.00 to 1.00             0.2875%                        0.3125%
             but greater than 1.50 to 1.00

          Less than or equal to 1.50 to 1.00             0.2500%                        0.2750%
</TABLE>

          The Applicable Eurodollar Rate Margin shall be determined by the Agent
          each quarter on the basis of quarterly certified Consolidated
          financial statements and a schedule evidencing financial covenant
          compliance delivered to the Banks pursuant to Section 6.04(b). The
          "Initial Effective Period" shall be the period commencing on the Fifth
          Amendment and Restatement Closing Date and ending on August 31, 1996.
          The "Effective Period" with respect to the Applicable Eurodollar Rate
          Margin or the Applicable Facility Fee Rate, as the case may be, shall
          be the period commencing on the last Business Day of the second month
          after any fiscal quarter of the Borrower provided that the Borrower
          shall have delivered to the Agent the quarterly certified consolidated
          financial statements and financial covenant compliance schedule for
          such quarter within 45 days of the end of such quarter and ending on
          the earlier of (i) the date that is three months after such
          commencement date and (ii) the date that is 15 days after delivery to
          the Agent of quarterly certified consolidated financial statements and
          financial covenant compliance certificate for the subsequent quarter.
          Notwithstanding the foregoing, the Applicable Eurodollar Rate Margin
          shall be deemed to be 0.5000% per annum in respect of A Advances and
          0.5500% per annum in respect of B Advances for each day during an
          Effective Period as of which the deliveries required to calculate the
          Applicable Eurodollar Rate Margin shall not have been made.

               "Applicable Facility Fee Rate" means for the Initial Effective
          Period 0.2000% per annum in respect of the A Commitment and 0.1500%
          per annum in respect of the B Commitment and thereafter for each
          Effective Period 0.2500% per annum in respect of the A Commitment and
          0.2000% per annum in respect of the B Commitment; provided, however,
          that during any fiscal quarter of the Borrower in which the Borrower
          shall have satisfied the Consolidated Debt/EBITDA Ratio test indicated
          in the table below, the Applicable Facility Fee Rate for the Effective
          Period shall be the percentage rate per annum set forth opposite the
          appropriate tests for the A Commitment or the B Commitment, as
          applicable, in the table below.



                                       4

<PAGE>   23
<TABLE>
<CAPTION>

                                                   Applicable Facility Fee        Applicable Facility Fee
                      Consolidated                     Rate Margin for                Rate Margin for
                    Debt/EBITDA Ratio                  the A Commitment              the B Commitment
          ----------------------------------       -----------------------       ------------------------
          <S>                                              <C>                            <C>
          Greater than 3.25 to 1.00                        0.2500%                        0.2000%

          Less than or equal to 3.25 to 1.00               0.2000%                        0.1500%
             but greater than 2.50 to 1.00

          Less than or equal to 2.50 to 1.00               0.1750%                        0.1250%
             but greater than 2.00 to 1.00

          Less than or equal to 2.00 to 1.00               0.1500%                        0.1250%
             but greater than 1.50 to 1.00

          Less than or equal to 1.50 to 1.00               0.1250%                        0.1000%
</TABLE>

          The Applicable Facility Fee Rate shall be determined by the Agent each
          quarter on the basis of quarterly certified Consolidated financial
          statements and a schedule evidencing financial covenant compliance
          delivered to the Banks pursuant to Section 6.04(b). Notwithstanding
          the foregoing, the Applicable Facility Fee Rate shall be deemed to be
          0.2500% per annum in respect of the A Commitment and 0.2000% per annum
          in respect of the B Commitment for each day during an Effective Period
          as of which the deliveries required to calculate the Applicable
          Facility Fee Rate shall not have been made.

               "Applicable Lending Office" means, with respect to each Bank,
          such Bank's Domestic Lending Office in the case of a Base Rate Advance
          or a Fixed Rate Advance and such Bank's Eurodollar Lending Office in
          the case of a Eurodollar Rate Advance or a LIBOR Advance.

               "Asset Purchase Agreement" means any agreement between the
          Borrower or any of its Subsidiaries and any Person relating to the
          purchase by the Borrower or any of its Subsidiaries of the assets of
          any Facility or Related Business.

               "Assignment and Acceptance" means an assignment and acceptance
          entered into by an assigning Bank and an Eligible Assignee, and
          accepted by the Agent, in accordance with Section 9.08 and in
          substantially the form of Exhibit F.



                                       5
<PAGE>   24

               "B Advance" means an advance made in respect of the B Commitment
          pursuant to Section 2.01(b) or 2.02.

               "B Borrowing" means a borrowing in respect of the B Commitment
          pursuant to Section 2.01(b) or 2.02.

               "B Commitment" means, as to any Bank, the amount of commitment to
          make Committed Rate B Advances set forth opposite such Bank's name on
          the signature pages hereof or, if such Bank has entered into one or
          more Assignments and Acceptances, the amount thereof set forth for
          such Bank in the Register maintained by the Agent pursuant to Section
          9.08(c), as such amount may be reduced from time to time pursuant to
          Section 2.04.

               "B Commitment Percentage" means, as to any Bank, the percentage
          equal to such Bank's B Commitment divided by the aggregate B
          Commitments of all Banks.

               "B Revolver Termination Date" means July 18, 1997, or the earlier
          date of termination in whole of the Commitments pursuant to Section
          2.04 or 7.01.

               "Banks" means the banks listed on the signature pages hereof and,
          after the date hereof, includes each Eligible Assignee that has
          entered into an Assignment and Acceptance which has been accepted by
          the Agent.

               "Base Rate" means, for any period, a fluctuating interest rate
          per annum as shall be in effect from time to time which rate per annum
          shall at all times be equal to the highest of:

                    (a) the rate of interest announced publicly by Citibank in
               New York, New York, from time to time, as Citibank's base rate;
               or

                    (b) 1/2 of one percent per annum above the latest three-week
               moving average of secondary market morning offering rates in the
               United States for three-month certificates of deposit of major
               United States money market banks, such three-week moving average
               being determined weekly on each Monday (or, if any such day is
               not a Business Day, on the next succeeding Business Day) for the
               three-week period ending on the previous Friday by Citibank on
               the basis of such rates reported by certificate of deposit
               dealers to and published by the Federal Reserve Bank of New York
               or, if such publication shall be suspended or terminated, on the
               basis of quotations for such rates received by Citibank from
               three New York certificate of deposit dealers of recognized
               standing selected by Citibank in either case adjusted to the
               nearest 1/16 of one percent or, if


                                       6

<PAGE>   25

               there is no nearest 1/16 of one percent, to the next higher 1/16
               of one percent; or

                    (c) the Federal Funds Rate plus 1/2 of one percent.

               "Base Rate Advance" means a Committed Rate Advance which bears
          interest as provided in Section 2.06(a)(i).

               "Bid Due Date" has the meaning set forth in Section 2.02(c).

               "Borrowing" means an A Borrowing or a B Borrowing that is a
          Committed Rate Borrowing or a Competitive Bid Borrowing.

               "Business Day" means a day of the year on which banks are not
          required or authorized to close in New York City and, if the
          applicable Business Day relates to any Eurodollar Rate Advances or
          LIBOR Advances, on which dealings in dollar deposits are carried on in
          the London interbank market.

               "Capital Expenditures" means, with respect to any Person for any
          period, the aggregate of all expenditures paid or accrued by such
          Person during such period that, in accordance with generally accepted
          accounting principles, should be included in or reflected by the
          property, plant or equipment or similar fixed asset account reflected
          in the balance sheet of such Person.

               "Capital Investments" means (without duplication), with respect
          to any Person for any period, the aggregate of all investments by such
          Person in (i) Capital Expenditures, (ii) joint ventures, general or
          limited partnerships, limited liability companies or any other type of
          Person that is not a Subsidiary, including loans and advances to such
          Person (including loans and advances to any physician group or other
          third party related to a Facility or Related Business, or any third
          party with whom such Person has entered into a Service Agreement),
          (iii) capital investments in, and loans and advances to, a Subsidiary
          which becomes a Subsidiary as a result of such investment, (iv) the
          purchase of the homes of employees of such Person in connection with
          the relocation of such employees, and (v) Existing Clinic
          Acquisitions.

               "Capital Lease" of any Person means any lease of any property
          (whether real, personal or mixed) by such Person as lessee, which
          lease should, in accordance with generally accepted accounting
          principles, be required to be accounted for as a capital lease on the
          balance sheet of such Person.

               "CERCLA" means the Comprehensive Environmental Response,
          Compensation, and Liability Act of 1980, as amended (42 U.S.C. ss.
          9601 et seq.), and any regulations promulgated thereunder.



                                       7
<PAGE>   26

               "Change of Control" means the occurrence, after the date of this
          Agreement, of (i) any Person or two or more Persons acting in concert
          acquiring beneficial ownership (within the meaning of Rule 13d-3 of
          the Securities and Exchange Commission under the Securities Exchange
          Act of 1934, as amended), directly or indirectly, of securities of the
          Borrower (or other securities convertible into such securities)
          representing 51% or more of the combined voting power of all
          securities of the Borrower entitled to vote in the election of
          directors; or (ii) during any period of up to 24 consecutive months,
          commencing before or after the date of this Agreement, individuals who
          at the beginning of such 24-month period were directors of the
          Borrower ceasing for any reason to constitute a majority of the Board
          of Directors of the Borrower unless the Persons replacing such
          individuals were nominated by the Board of Directors of the Borrower;
          or (iii) any Person or two or more Persons acting in concert acquiring
          by contract or otherwise, or entering into a contract or arrangement
          which upon consummation will result in its or their acquisition of, or
          control over, securities of the Borrower (or other securities
          convertible into such securities) representing 51% or more of the
          combined voting power of all securities of the Borrower entitled to
          vote in the election of directors.

               "Collateral" means all property and interests in property now
          owned or hereafter acquired by the Borrower or any Pledgor in or upon
          which a Lien is granted or purported to be granted pursuant to any
          Collateral Document or otherwise.

               "Collateral Documents" means the Pledge Agreement, as amended,
          supplemented or otherwise modified from time to time, and any other
          agreement or instrument delivered to the Agent from time to time
          pursuant thereto, in each case as amended, supplemented or otherwise
          modified from time to time.

               "Commitment" means, as to any Bank, its A Commitment or its B
          Commitment.

               "Commitment Percentage" means, as to any Bank, its A Commitment
          Percentage or its B Commitment Percentage, as the case may be.

               "Committed Rate A Advance" means an A Advance pursuant to Section
          2.01(a).

               "Committed Rate A Borrowing" means an A Borrowing pursuant to
          Section 2.01(a).

               "Committed Rate Advance" means a Committed Rate A Advance or a
          Committed Rate B Advance.


                                       8

<PAGE>   27

               "Committed Rate A Note" means a promissory note of the Borrower
          payable to the order of a Bank, in substantially the form of Exhibit
          A-1, evidencing the aggregate indebtedness of the Borrower to such
          Bank resulting from the Committed Rate A Advances made by such Bank,
          and "Committed Rate A Notes" means such promissory notes collectively.

               "Committed Rate B Advance" means a B Advance pursuant to Section
          2.01(b).

               "Committed Rate B Borrowing" means a B Borrowing pursuant to
          Section 2.01(b).

               "Committed Rate B Note" means a promissory note of the Borrower
          payable to the order of a Bank, in substantially the form of Exhibit
          A-2, including the aggregate indebtedness of the Borrower to such Bank
          resulting from the Committed Rate B Advances made by such Bank, and
          "Committed Rate B Notes" means such promissory notes collectively.

               "Committed Rate Borrowing" means a Committed Rate A Borrowing or
          a Committed Rate B Borrowing.

               "Committed Rate Note" means a Committed Rate A Note or a
          Committed Rate B Note, and "Committed Rate Notes" means such
          promissory notes collectively.

               "Common Stock" means Securities having ordinary voting power for
          the election of directors that are not entitled to any preference as
          to dividends or other distributions or on liquidation.

               "Competitive Bid" has the meaning set forth in Section 2.02(c).

               "Competitive Bid A Advance" means an A Advance made pursuant to
          Section 2.02

               "Competitive Bid A Reduction" has the meaning set forth in
          Section 2.01(a).

               "Competitive Bid Advance" means a Competitive Bid A Advance or a
          Competitive Bid B Advance.

               "Competitive Bid B Advance" means a B Advance made pursuant to
          Section 2.02.

               "Competitive Bid B Reduction" has the meaning set forth in
          Section 2.01(b).

                                       9

<PAGE>   28

               "Competitive Bid Borrowing" means an A Borrowing or a B Borrowing
          pursuant to Section 2.02.

               "Competitive Bid Note" means a promissory note of the Borrower
          payable to the order of a Designated Bidder, in substantially the form
          of Exhibit A-3, evidencing the indebtedness of the Borrower to such
          Designated Bidder resulting from Competitive Bid Advances made by such
          Designated Bidder, and "Competitive Bid Notes" means such promissory
          notes collectively.

               "Competitive Bid Request" has the meaning set forth in Section
          2.02(b).

               "Consolidated" and any derivative thereof each means, with
          reference to the accounts or financial reports of any Person, the
          consolidated accounts or financial reports of such Person and each
          Subsidiary of such Person determined in accordance with generally
          accepted accounting principles, including principles of consolidation,
          consistent with those applied in the preparation of the Borrower's
          December 31, 1995 Consolidated financial statements delivered to the
          Banks in accordance with Section 6.04(c).

               "Contingent Obligation" of any Person means, without duplication,
          (i) any direct or indirect liability, contingent or otherwise, of such
          Person with respect to any obligation of the type specified in clause
          (ii) or (iii) below, or other obligation of another Person, including,
          without limitation, any obligation directly or indirectly guaranteed,
          endorsed (other than for collection or deposit in the ordinary course
          of business), co-made, discounted or sold with recourse by such
          Person, or in respect of which such Person is otherwise directly or
          indirectly liable (including, without limitation, liable through any
          agreement to purchase, repurchase or otherwise acquire such obligation
          or provide or purchase any security therefor, or to provide funds for
          the payment or discharge of such obligation, or to maintaining any
          financial condition of the obligor of such obligation, or to make
          payment for any products, materials or supplies or for any
          transportation, services or lease (regardless of the non-delivery or
          non-furnishing thereof), in any such case if the purpose or intent of
          such agreement is to provide assurance that such obligation will be
          paid or discharged, or that any agreements relating thereto will be
          complied with, or that the holders of such obligation will be
          protected against loss in respect thereof), (ii) obligations of such
          Person with respect to undrawn letters of credit or unpaid bankers'
          acceptances, bankers' assurances or guarantees or similar items, and
          (iii) obligations of such Person with respect to any interest rate
          protection, hedge, cap, collar or similar agreement or any foreign
          exchange or forward sale agreement, or any similar agreement.

               "Convert", "Conversion" and "Converted" each refers to a
          conversion of Advances of one Type into Advances of another Type
          pursuant to Section 2.07 or 2.08.


                                       10

<PAGE>   29

               "Current Liabilities" of any Person means, as of any date of
          determination, (i) all Debt (excluding any Debt under Operating
          Leases) which by its terms is payable on demand or matures within one
          year from the date of creation (excluding any Debt renewable or
          extendible, at the exclusive option of the debtor, to a date more than
          one year from such date or arising under a revolving credit or similar
          agreement that unconditionally obligates the lender or lenders to
          extend credit in respect thereof during a period of more than one year
          from such date), and (ii) all other items (including taxes accrued as
          estimated) which in accordance with generally accepted accounting
          principles should be included as current liabilities of such Person,
          in each case, including all amounts required to be paid or prepaid
          with respect to any Debt of such Person within one year from the date
          of determination.

               "Debt" of any Person means, without duplication, (i) all
          indebtedness of such Person for borrowed money or for the deferred
          purchase price of property or services (but excluding, in the case of
          the acquisition of any Facility (or the assets thereof), any Existing
          Clinic Acquisition or the acquisition of a Related Business, any
          contingent obligation to make payments (other than deferred purchase
          price payments) after the closing of such acquisition), (ii) all
          obligations of such Person in connection with any agreement to
          purchase, redeem, exchange, convert or otherwise acquire for value any
          Securities of such Person or any warrants, rights or options to
          acquire such Securities, now or hereafter outstanding, (iii) all
          obligations of such Person evidenced by bonds, notes, debentures,
          convertible debentures or other similar instruments, (iv) all
          indebtedness created or arising under any conditional sale or other
          title retention agreement with respect to property acquired by such
          Person (even though the rights and remedies of the seller or lender
          under such agreement in the event of default, acceleration, or
          termination are limited to repossession or sale of such property), (v)
          all obligations of such Person under Capital Leases, (vi) the amount
          of all Contingent Obligations (other than guarantees of medical group
          real property leases at Facilities to the extent the amount thereof
          incurred in any twelve - month period does not exceed $5 million in
          the aggregate, (vii) all Debt referred to in clause (i), (ii), (iii),
          (iv), (v) or (vi) above secured by (or for which the holder of such
          Debt has an existing right, contingent or otherwise, to be secured by)
          any lien, security interest or other charge or encumbrance upon or in
          property (including, without limitation, accounts and contract rights)
          owned by such Person, even though such Person has not assumed or
          become liable for the payment of such Debt, (viii) all mandatorily
          redeemable preferred stock, valued at the applicable redemption price,
          plus accrued and unpaid dividends payable in respect of such
          mandatorily redeemable preferred stock, and (ix) if an ERISA Event
          shall have occurred with respect to any Plan, the Insufficiency (if
          any) of such Plan (or, in the case of a Plan with respect to which an
          ERISA Event described in clauses (iii) through (vi) of the definition
          of ERISA Event shall have occurred, the liability related thereto).


                                       11

<PAGE>   30

               "Debt/EBITDA Ratio" of any Person means, at any date of
          determination, the ratio that (a) such Person's total Debt outstanding
          at such date of determination (including, without limitation, all
          Subordinated Debt other than, in the case of the Borrower and its
          Subsidiaries, the Excluded Convertible Acquisition Debt), less the
          amount, if any, by which such Person's unrestricted cash and cash
          equivalents exceeds $15,000,000 at such date of determination bears to
          (b) such Person's EBITDA.

               "Debt/Total Capitalization Ratio" of any Person means, at any
          date of determination, the ratio that such Person's Funded Debt at
          such date of determination bears to such Person's Total
          Capitalization.

               "Deferred Acquisition Consideration" means, in the case of the
          acquisition of any Facility (or the assets thereof) or any Related
          Business, all deferred cash and non-cash consideration to be paid by
          the Borrower or any of its Subsidiaries after the closing of such
          acquisition; provided that Deferred Acquisition Consideration shall
          not include any contingent payments that may be made by the Borrower
          or any of its Subsidiaries after such closing.

               "Designated Bidder" means each Bank (or its nominee so long as
          the beneficial interest in the Competitive Bid Advances held by such
          nominee is retained by such Bank) unless such Bank has elected, by
          notice in writing to the Agent, the other Banks and the Borrower, not
          to be a potential bidder in respect of Competitive Bid Advances. Any
          such election may be terminated, at any time, by notice in writing to
          the Agent, the other Banks and the Borrower.

               "Domestic Lending Office" means, with respect to any Bank, the
          office of such Bank specified as its "Domestic Lending Office"
          opposite its name on Schedule I hereto or on the signature page of the
          Assignment and Acceptance pursuant to which it became a Bank, or such
          other office or Affiliate of such Bank as such Bank may from time to
          time specify to the Borrower and the Agent.

               "EBITDA" means, with respect to any Person for any fiscal period,
          the sum (without duplication) of (i) Net Income (whether positive or
          negative), plus (ii) Interest Expense, plus (iii) income tax expense,
          plus (iv) depreciation expense, plus (v) amortization expense, plus
          (vi) extraordinary losses (determined in accordance with GAAP), minus
          (vi) extraordinary gains (determined in accordance with GAAP).

               "EBITDAL" means, with respect to any Person for any fiscal
          period, the sum (without duplication) of EBITDA plus Lease Expense.

               "Eligible Assignee" means (i) a commercial bank organized under
          the laws of the United States, or any state thereof, having a combined
          capital and surplus of


                                       12

<PAGE>   31

          at least $100,000,000; (ii) a savings and loan association or savings
          bank organized under the laws of the United States or any state
          thereof, and having a combined capital and surplus of at least
          $100,000,000; (iii) a commercial bank organized under the laws of any
          other country which is a member of the OECD, or a political
          subdivision of any such country, and having a combined capital and
          surplus of at least $100,000,000, provided, that, such bank is acting
          through a branch, agency or Affiliate located in the United States or
          managed and controlled by a branch, agency or affiliate located in the
          United States; (iv) any Affiliate of any Bank if such Affiliate has
          Total Assets in excess of $100,000,000; (v) any insurance company
          organized under the laws of the United States or any state thereof,
          and having Total Assets in excess of $100,000,000 and any other
          commercial Financial entity having Total Assets in excess of
          $100,000,000; and (vi) any other Person mutually agreed to in writing
          by the Borrower and the Agent.

               "Environmental Activity" means any past, present or future
          storage, holding, existence, release, threatened release, emission,
          discharge, generation, processing, abatement, disposition, handling or
          transportation of any Hazardous Substance (i) from, under, into or on
          any Facility, or (ii) relating to any Facility, or the ownership, use,
          operation or occupancy thereof, or any threat of such activity.

               "Environmental Laws" means any and all laws, statutes,
          ordinances, rules, regulations, judgments, orders, decrees, permits,
          licenses, or other governmental restrictions or requirements relating
          to the environment, any Hazardous Substance or any Environmental
          Activity in effect in any and all jurisdictions in which the Borrower
          or any of its Subsidiaries is or from time to time may be doing
          business, or where any of the Facilities are from time to time
          located, including, without limitation, CERCLA and RCRA.

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

               "ERISA Affiliate" means any Person who for purposes of Title IV
          of ERISA is a member of the Borrower's controlled group, or under
          common control with the Borrower, within the meaning of Section 414 of
          the Internal Revenue Code of 1986, as amended from time to time, and
          the regulations promulgated pursuant thereto and the rulings issued
          thereunder.

               "ERISA Event" means (i) the occurrence of a reportable event,
          within the meaning of Section 4043 of ERISA, unless the 30-day notice
          requirement with respect thereto has been waived by the PBGC; (ii) the
          provision by the administrator of any Plan of a notice of intent to
          terminate such Plan, pursuant to


                                       13

<PAGE>   32

          Section 4041(a)(2) of ERISA (including any such notice with respect to
          a plan amendment referred to in Section 4041(e) of ERISA); (iii) the
          cessation of operations at a facility in the circumstances described
          in Section 4068(f) of ERISA; (iv) the withdrawal by the Borrower or an
          ERISA Affiliate from a Multiple Employer Plan during a plan year for
          which it was a substantial employer, as defined in Section 4001(a)(2)
          of ERISA; (v) the failure by the Borrower or any ERISA Affiliate to
          make a material payment to a Plan required under Section 302(f)(1) of
          ERISA; (vi) the adoption of an amendment to a Plan requiring the
          provision of initial or additional security to such Plan, pursuant to
          Section 307 of ERISA; or (vii) the institution by the PBGC of
          proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or
          the occurrence of any event or condition which might constitute
          grounds under Section 4042 of ERISA for the termination of, or the
          appointment of a trustee to administer, a Plan.

               "Eurocurrency Liabilities" has the meaning assigned to that term
          in Regulation D of the Board of Governors of the Federal Reserve
          System, as in effect from time to time.

               "Eurodollar Lending Office" means, with respect to any Bank, the
          office of such Bank specified as its "Eurodollar Lending Office"
          opposite its name on Schedule I hereto or on the signature page of the
          Assignment and Acceptance pursuant to which it became a Bank (or, if
          no such office is specified, its Domestic Lending Office), or such
          other office of such Bank as such Bank may from time to time specify
          to the Borrower and the Agent.

               "Eurodollar Rate" means, for any Interest Period for each
          Eurodollar Rate Advance or LIBOR Advance comprising part of the same
          Borrowing, an interest rate per annum obtained by dividing (i) the
          rate of interest determined by the Agent to be equal to the average
          (rounded upward to the nearest whole multiple of 1/16 of one percent
          per annum, if such average is not such a multiple) of the rate per
          annum at which deposits in United States dollars are offered by the
          principal office of Citibank in London to prime banks in the London
          interbank market at 10:00 A.M. (New York City time) two Business Days
          before the first day of such Interest Period in an amount
          substantially equal to the Advance comprising part of such Borrowing
          and for a period equal to such Interest Period by (ii) a percentage
          equal to 100% minus the Eurodollar Rate Reserve Percentage for such
          Interest Period. The Eurodollar Rate for any Interest Period for each
          Eurodollar Rate Advance or LIBOR Advance comprising part of the same
          Borrowing shall be determined by the Agent on the basis of applicable
          rates furnished to and received by the Agent from Citibank two
          Business Days before the first day of such Interest Period, subject,
          however, to the provisions of Section 2.07.

                                       14


<PAGE>   33

               "Eurodollar Rate Advance" means a Committed Rate Advance which
          bears interest as provided in Section 2.06(a)(ii).

               "Eurodollar Rate Reserve Percentage" of any Bank for any Interest
          Period for any Eurodollar Rate Advance or LIBOR Advance means the
          reserve percentage applicable during such Interest Period (or if more
          than one such percentage shall be so applicable, the daily average of
          such percentages for those days in such Interest Period during which
          any such percentage shall be so applicable) under regulations issued
          from time to time by the Board of Governors of the Federal Reserve
          System (or any successor) for determining the maximum reserve
          requirement (including, without limitation, any emergency,
          supplemental or other marginal reserve requirement) for such Bank with
          respect to liabilities or assets consisting of or including
          Eurocurrency Liabilities having a term equal to such Interest Period.

               "Event of Default" has the meaning specified in Section 7.01.

               "Excluded Convertible Acquisition Debt" means the subordinated
          convertible notes issued by the Borrower or any of its Subsidiaries as
          consideration for the acquisition of Facilities that, at any date of
          determination, are convertible into shares of the Borrower's common
          stock having a Market Value, as of such date, equal to 140% of the
          conversion price of such notes.

               "Existing Base Rate Advance" means a Base Rate Advance under, and
          as such term is defined in, the Existing Credit Agreement.

               "Existing Clinic Acquisition" means the acquisition of an
          additional Facility or single-specialty clinic, or the assets thereof,
          by a Subsidiary of the Borrower which already owns and operates one or
          more Facilities, or the addition of physicians to such Facilities,
          which acquisition or addition will supplement the operations of the
          existing Facilities.

               "Existing Competitive Bid Advances" means a Competitive Bid
          Advance under, and as such term is defined in, the Existing Credit
          Agreement.

               "Existing Eurodollar Rate Advance" means a Eurodollar Rate
          Advance under, and as such term is defined in, the Existing Credit
          Agreement.

               "Facility" means any multi-specialty medical clinic (including
          any satellite locations and all real, personal and mixed property
          relating to any such clinic) and related businesses certain of the
          assets of which are now owned or leased and operated or hereafter
          owned or leased and operated by the Borrower or any existing or future
          Subsidiary of the Borrower or, in the case of an acquisition, that
          such a Subsidiary intends to acquire.


                                       15

<PAGE>   34

               "Federal Funds Rate" means, for any period, a fluctuating
          interest rate per annum equal for each day during such period to the
          weighted average of the rates on overnight Federal funds transactions
          with members of the Federal Reserve System arranged by Federal funds
          brokers, as published for such day (or, if such day is not a Business
          Day, for the next preceding Business Day) by the Federal Reserve Bank
          of New York, or, if such rate is not so published for any day which is
          a Business Day, the average of the quotations for such day on such
          transactions received by the Agent from three Federal funds brokers of
          recognized standing selected by it.

               "Fifth Amendment and Restatement Closing Date" means the Business
          Day on which all the conditions set forth in Section 4.02 shall have
          been fulfilled.

               "Fifth Amendment and Restatement Loan Documents" means this
          Agreement, the Notes, the Acknowledgment and Consent, and the other
          documents delivered in connection with the Fifth Amendment and
          Restatement.

               "Fixed Charge Coverage Ratio" of any Person means, at any date of
          determination for any period, the ratio that such Person's EBITDAL for
          such period, minus (i) Consolidated cash income tax expense and minus
          (ii) Capital Expenditures other than Capital Expenditures which are
          funded by Advances or other Debt (to the extent such Debt is permitted
          under this Agreement) or by Net Cash Proceeds received from the
          issuance, sale or disposition of the Borrower's Securities (common,
          preferred or special), securities convertible into or exchangeable for
          Securities, and any rights, options, warrants and similar instruments,
          bears to such Person's Interest Expense for such period plus Lease
          Expense plus all scheduled Debt principal payments (including the
          principal component of payments in respect of Capital Leases and
          including payments of any deferred purchase price (to the extent such
          deferred purchase price is not financed by Advances or other Debt and
          to the extent such deferred purchase price does not consist of stock
          consideration) in connection with the acquisition of any Facility (or
          the assets thereof), any Existing Clinic Acquisition or the
          acquisition of any Related Business and any contingent payments made
          in connection with such acquisition) for such period.

               "Fixed Rate" has the meaning set forth in Section 2.02(c).

               "Fixed Rate Advance" means a Competitive Bid Advance which bears
          interest as provided in Section 2.06(b).

               "Funded Debt" of any Person means Debt (including, without
          limitation, all Subordinated Debt other than, in the case of the
          Borrower and its Subsidiaries, the Excluded Convertible Acquisition
          Debt) which matures more than one year from the date of determination
          or matures within one year from such date but is


                                       16

<PAGE>   35

          renewable or extendible, at the option of such Person, to a date more
          than one year from such date or arises under a revolving credit or
          similar agreement which obligates the lender or lenders to extend
          credit during a period of more than one year from such date,
          including, without limitation, all amounts of Funded Debt required to
          be paid or prepaid within one year from the date of determination.

               "Guarantors" means the Subsidiaries listed on Schedule III hereto
          and each other Subsidiary that from time to time may enter into a
          Guaranty pursuant hereto; provided that Subsidiaries that are not
          directly owned by the Borrower and that are operated principally as
          management companies of independent practice associations shall not be
          Guarantors; provided further that Arnett Health Systems, Inc. and its
          Subsidiaries as of the date hereof (the "Arnett Subsidiaries") shall
          not be Guarantors so long as less than 3.0% of the EBITDA of the
          Borrower and its Subsidiaries (calculated on a rolling four quarter
          basis) is attributable to their interests in the Arnett Subsidiaries.

               "Guaranty" means a guaranty of payment in favor of the Agent, in
          substantially the form of Exhibit C, as amended, supplemented,
          restated or otherwise modified from time to time.

               "Hazardous Substance" means (i) any hazardous substance and toxic
          substance as such terms are presently deemed or used in ss. 101(14) of
          CERCLA (42 U.S.C. ss. 9601(14)), in 33 U.S.C. ss. 1251 et seq. (Clean
          Water Act), or 15 U.S.C. ss. 2601 et seq. (Toxic Substances Control
          Act), (ii) any additional substances or materials which are now or
          hereafter hazardous or toxic substances under any applicable laws, and
          (iii) as of any date of determination, any additional substances or
          materials which are hereafter incorporated in or added to the
          definition or use of "hazardous substance" or "toxic substance" for
          purposes of CERCLA or any other applicable law.

               "Indemnitee" or "Indemnitees" has the meaning set forth in
          Section 9.06.

               "Insufficiency" means, with respect to any Plan, the amount, if
          any, of its unfunded benefit liabilities, as defined in Section
          4001(a)(18) of ERISA.

               "Intercompany Creditor" means PhyCor of Nashville, Inc., a
          Tennessee corporation and wholly owned Subsidiary of the Borrower.

               "Intercompany Debt" means any and all indebtedness from time to
          time owed (i) to the Borrower by any of its Subsidiaries, (ii) to the
          Intercompany Creditor by any other Subsidiary of the Borrower, or
          (iii) to any Subsidiary of the Borrower by the Borrower, including any
          investments by the Borrower in any of its Subsidiaries to the extent
          such investments are made in the form of loans or


                                       17



<PAGE>   36

          advances by the Borrower to such Subsidiary. All Intercompany Debt
          shall be payable on demand.

               "Intercompany Subordination Agreement" means an intercompany
          subordination agreement in substantially the form of Exhibit E among
          the Borrower and each of its Subsidiaries, as the same may be amended,
          supplemented or otherwise modified from time to time.

               "Interest Coverage Ratio" of a Person means, at any date of
          determination for any period, the ratio that such Person's EBITDAL for
          such period bears to such Person's Interest Expense plus Lease Expense
          for such period. For purposes of Section 6.03(c), Interest Coverage
          Ratio shall be calculated on a rolling four quarter basis.

               "Interest Expense" of any Person means the aggregate amount of
          interest paid, accrued or scheduled to be paid or accrued in respect
          of any Debt (including the interest portion of rentals under Capital
          Leases, but excluding, in the case of the Borrower and its
          Subsidiaries, any interest paid, accrued or scheduled to be paid or
          accrued in respect of the Excluded Convertible Acquisition Debt to the
          extent, and only to the extent, that such interest is offset by a
          corresponding increase in fees payable to the Borrower or its
          Subsidiary pursuant to the Service Agreement relating to such
          acquisition) and all but the principal component of payments in
          respect of conditional sales, equipment trust or other title retention
          agreements paid, accrued or scheduled to be paid or accrued by such
          Person, in each case determined in accordance with generally accepted
          accounting principles.

               "Interest Period" means, for each Eurodollar Rate Advance or
          LIBOR Advance, as the case may be, comprising part of the same
          Borrowing, the period commencing on the date of such Advance or, in
          the case of a Eurodollar Rate Advance, the date of the Conversion of
          any Advance into such Type of Advance and ending on the last day of
          the period selected by the Borrower pursuant to the provisions below
          and, thereafter, in the case of a Eurodollar Rate Advance, each
          subsequent period commencing on the last day of the immediately
          preceding Interest Period and ending on the last day of the period
          selected by the Borrower pursuant to the provisions below. The
          duration of each such Interest Period shall be one, two, three or six
          months in the case of a Eurodollar Rate Advance or a LIBOR Advance;
          provided, however, that:

               (i) the Borrower may not select any Interest Period which ends
          after the A Commitment Termination Date in the case of A Advances or
          the B Commitment Termination Date in the case of B Advances;



                                       18

<PAGE>   37

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

               (iii) whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day of
          such Interest Period shall be extended to occur on the next succeeding
          Business Day; provided, in the case of any Interest Period for a
          Eurodollar Rate Advance or LIBOR Advance, that if such extension would
          cause the last day of such Interest Period to occur in the next
          following calendar month, the last day of such Interest Period shall
          occur on the next preceding Business Day; and

               (iv) the Borrower may not have more than eight Eurodollar Rate
          Borrowings outstanding on any given date.

               "Issue" means, with respect to any Letter of Credit, either to
          issue, or to extend the expiry of, or to renew, or to increase the
          amount of, such Letter of Credit, and the term "Issued" or "Issuance"
          shall have corresponding meanings.

               "Issuing Bank" means (i) Citibank, N.A. or any Affiliate of
          Citibank, N.A. that may from time to time Issue Letters of Credit for
          the account of the Borrower and (ii) any other Bank that agrees in
          writing to act as an Issuing Bank hereunder with the written consent
          of the Borrower, the Majority Banks and the Agent.

               "Lease" means any lease, rental contract, occupancy agreement,
          license or other arrangement pursuant to which any Person occupies or
          has the right to occupy all or any part of the Real Property.

               "Lease Expense" of any Person means all payments made by such
          Person under Operating Leases. For the purpose of calculating the
          Fixed Charge Coverage Ratio and Interest Coverage Ratio of the
          Borrower and its Subsidiaries, Lease Expense shall refer to all
          payments made by (i) PhyCor Vero Beach pursuant to that certain Lease
          entered into by and between PhyCor Vero Beach and Healthcare Realty
          Trust, and (ii) the Borrower or any of its Subsidiaries in connection
          with any other Lease entered into in the future by such Person which
          is not cancelable upon termination of the related Service Agreement or
          for which the payments thereunder are not fully reimbursable to the
          Borrower or such Subsidiary pursuant to the related Service Agreement.

               "Letter of Credit" means any standby letter of credit in form
          satisfactory to the Issuing Bank therefor, which is at any time Issued
          by such Issuing Bank pursuant to Article III, in each case as amended,
          supplemented or otherwise modified from time to time.


                                       19

<PAGE>   38

               "Letter of Credit Liability" means, as of any date of
          determination, all then existing liabilities of the Borrower to the
          Issuing Banks in respect of the Letters of Credit Issued for its
          account, whether such liability is contingent or fixed, and shall, in
          each case, consist of the sum of (i) the aggregate maximum amount then
          available to be drawn under such Letters of Credit (the determination
          of such maximum amount to assume compliance with all conditions for
          drawing) and (ii) the aggregate amount which has then been paid by,
          and not been reimbursed to, the Issuing Banks under such Letters of
          Credit.

               "LIBOR Advance" means a Competitive Bid Advance which bears
          interest as provided in Section 2.06(b).

               "LIBOR Margin" has the meaning set forth in Section 2.02(c).

               "Lien" means any assignment, chattel mortgage, pledge or other
          security interest or any mortgage, deed of trust or other lien, or
          other charge or encumbrance, upon property or rights (including
          after-acquired property or rights), or any preferential arrangement
          with respect to property or rights (including after-acquired property
          or rights) which has the practical effect of constituting a security
          interest or lien.

               "Loan Documents" means this Agreement, the Notes, the Collateral
          Documents, the Guaranties, the Subordination Agreements, the
          Intercompany Subordination Agreement and the other Fifth Amendment and
          Restatement Loan Documents, in each case as amended, supplemented,
          restated or otherwise modified from time to time.

               "Loan Party" means, individually, the Borrower, each Guarantor or
          each Pledgor; and "Loan Parties" means the Borrower, the Guarantors
          and the Pledgors collectively.

               "Majority Banks" means, at any time, Banks holding at least
          66-2/3% of the then aggregate unpaid principal amount of the Committed
          Rate Advances owing to the Banks, or, if no such principal amount is
          then outstanding, having at least 66-2/3% of the Commitments.

               "Market Value" means, with respect to any publicly traded
          Security at any date of determination, the amount equal to the average
          closing price for such Security during the 15 trading days immediately
          preceding the date of determination. The closing price of a publicly
          traded security on each day shall be the closing price on such day as
          reported on any stock exchange, the National Market System of the
          National Association of Securities Dealers' Automated Quotation
          System, or an established securities quotation service, as the case
          may be.


                                       20

<PAGE>   39

               "Merger Agreement" means any agreement between the Borrower or
          any of its Subsidiaries and any Person relating to the purchase by and
          merger into the Borrower or any of its Subsidiaries of any Facility
          (or the assets thereof) or any Related Business.

               "Moody's" means Moody's Investors Service, Inc. or its successor.

               "Multiemployer Plan" means a "multiemployer plan" as defined in
          Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
          Affiliate is making or accruing an obligation to make contributions,
          or has within any of the preceding five plan years made or accrued an
          obligation to make contributions, such plan being maintained pursuant
          to one or more collective bargaining agreements.

               "Multiple Employer Plan" means a single employer plan, as defined
          in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
          of the Borrower or an ERlSA Affiliate and at least one Person other
          than the Borrower and its ERISA Affiliates or (ii) was so maintained
          and in respect of which the Borrower or any ERISA Affiliate could have
          liability under Section 4064 or 4069 of ERISA in the event such plan
          has been or were to be terminated.

               "NAMM" means North American Medical Management, Inc., a Tennessee
          corporation.

               "Net Cash Proceeds" means, as to any sale, lease or other
          disposition of any Facility (or the assets thereof) or any Related
          Business, or of the assets of the Borrower and its Subsidiaries, by
          the Borrower or any Subsidiary of the Borrower to any Person other
          than the Borrower or any Subsidiary of the Borrower, or the sale or
          issuance of any Securities, any securities convertible into or
          exchangeable for Securities, or any warrants, rights or options to
          acquire Securities of the Borrower or any of its Subsidiaries to any
          Person other than the Borrower or any Subsidiary of the Borrower
          (other than such sale or issuance pursuant to the Borrower's employee
          stock purchase plans or employee and director stock option plans and
          other than the issuance of Securities as consideration for the
          acquisition of any Facility (or the assets thereof), any Existing
          Clinic Acquisition or the acquisition of any Related Business to the
          extent such acquisition satisfies the applicable requirements of
          Section 6.02(f)(i) or (ii)), or the issuance of any Subordinated Debt,
          whether convertible into or exchangeable for Securities (other than in
          the case of the Borrower and its Subsidiaries, the subordinated
          convertible notes issued by the Borrower or any of its Subsidiaries as
          consideration for the acquisition of Facilities (or the assets
          thereof), Existing Clinic Acquisitions or the acquisition of Related
          Businesses), an amount equal to (i) the cash and other consideration
          paid by such Person (but not including (i) any Debt of the Borrower or
          its Subsidiaries assumed by such Person in connection with such sale,
          lease or


                                       21

<PAGE>   40

          other disposition or (ii) any Debt of the Borrower or its Subsidiaries
          owed to such Person which is offset against the Total Consideration of
          such Facility or Related Business), minus (ii) the sum of (A) in the
          case of a Facility, the unpaid principal balance on the date of such
          sale or other disposition of any Debt secured by a Lien on such
          Facility that may be accelerated as a result of such sale or secured
          by Liens not prohibited by the terms of this Agreement and affecting
          only such Facility, in each case which is required to be repaid, and
          is actually repaid, by the Borrower or any of its existing or future
          Subsidiaries on the date of such sale or other disposition, (B) any
          tax paid or payable by the Borrower or any of its existing or future
          Subsidiaries in connection with or as a consequence of such sale or
          other disposition (excluding any such tax for which the Borrower or
          any of its existing or future Subsidiaries seller is reimbursed by
          such Person to the extent not otherwise included in the determination
          of Net Cash Proceeds), (C) the amount of any reserve (other than in
          respect of inventory) required to be retained in connection with such
          sale or other disposition under generally accepted accounting
          principles (excluding any reserve in respect of any amounts not
          payable within 180 days), provided, however, that the unused amount of
          such reserve at the termination of such reserve in accordance with
          generally accepted accounting principles shall be deemed Net Cash
          Proceeds in the amount of such unused amount, and (D) reasonable
          out-of-pocket costs of such sale or other disposition incurred by the
          Borrower or any of its existing or future Subsidiaries to third
          parties directly in connection therewith, including, without
          limitation, sales commissions, escrow fees, legal fees, tide insurance
          premiums and similar expenses.

               "Net Income" of any Person, for any period, means the net income
          of such Person for such period, determined in accordance with
          generally accepted accounting principles, excluding:

               (i) the proceeds of any life insurance policy;

               (ii) any earnings (or losses), prior to the date of acquisition,
          of any other Person acquired in any manner;

               (iii) in the case of a successor to such Person by consolidation
          or merger or a transferee of its assets, any earnings (or losses) of
          the successor or transferee corporation prior to the consolidation,
          merger or transfer of assets; and

               (iv) any deferred credit (or debit) (or amortization of a
          deferred credit) arising from the acquisition of any Person.

               "Net Worth" of any Person, as of any date of determination, means
          the excess of such Person's Total Assets over Total Liabilities.


                                       22

<PAGE>   41

               "Note" means a Committed Rate Note or a Competitive Bid Note, and
          "Notes" means such promissory notes collectively.

               "Notice of Borrowing" means a written notice, in substantially
          the form of Exhibit B-1 hereto, delivered in accordance with, and
          within the periods specified in, Section 2.01(c) hereof.

               "OECD" means the Organization for Economic Cooperation and
          Development or any successor.

               "Operating Lease" means any lease of real, personal or mixed
          property which is not a Capital Lease.

               "Other Taxes" has the meaning set forth in Section 2.13(b).

               "PBGC" means the Pension Benefit Guaranty Corporation or any
          successor.

               "Permitted Investments" of any Person means investments by such
          Person in (i) obligations of the United States government due within
          360 days, (ii) certificates of deposit, due within 360 days, of a
          United States domiciled commercial bank having capital funds of at
          least $100,000,000 and whose long term certificates of deposit are
          rated at least A- (or the then equivalent grade) by Standard & Poor's
          or A3 (or the then equivalent grade) by Moody's, (iii) commercial
          paper rated P-1 (or the then equivalent grade) by Moody's or A-I (or
          the then equivalent grade) by Standard & Poor's, and maturing not more
          than 270 days from the date of creation thereof, (iv) debt of any
          state of the United States or political subdivision thereof that is
          rated A-(or the then equivalent grade) or better by Moody's or
          Standard & Poor's and maturing in less than 360 days, (v) funds or
          similar vehicles which invest exclusively in the obligations described
          in clauses (iii) and (iv) above, (vi) secured repurchase agreements
          relating to an investment of the types described in clauses (i), (ii),
          (iii) and (iv) above, provided that for any such repurchase agreement
          (a) the counterparty thereto is a government securities dealer
          designated by the Federal Reserve Bank of New York as a "reporting
          dealer" and whose financial statements indicate that it has capital of
          at least $50,000,000, (b) the Permitted Investments which are the
          subject of such repurchase agreement shall be at all times during the
          term of the repurchase agreement in the possession of the Borrower or
          the Subsidiary party thereto (or one or more of their agents or
          bailees) or the interest of the Borrower or such Subsidiary therein
          shall be appropriately recorded in accordance with United States
          federal regulations regarding book-entry Treasury securities, (c) the
          fair market value, including accrued interest, of the Permitted
          Investments subject to such repurchase agreement and of any additional
          collateral securing the obligation of the other party under such
          repurchase agreement in which the


                                       23

<PAGE>   42

          Borrower or the Subsidiary party thereto has a perfected security
          interest shall not at any time be less than 105% (or, in the case of
          overnight repurchase agreements, 102%) of the obligation of the
          counterparty to the repurchase agreement and (d) the term of such
          repurchase agreement shall not exceed 30 days, and (vii) other cash
          equivalents of a quality substantially similar to that of the
          investments described in clauses (i), (ii), (iii), (iv), (v) and (vi)
          above, provided that the aggregate amount invested in all such other
          cash equivalents shall not exceed $15,000,000 at any time outstanding.

               "Permitted Lien" means:

               (i) Any Liens (other than Liens securing Debt, taxes, assessments
          or governmental charges or levies, obligations under ERISA or the
          Environmental Laws, or other obligations) affecting any of the Real
          Property which do not materially adversely affect the use of such Real
          Property;

               (ii) Liens for taxes, assessments or governmental charges or
          levies to the extent not past due or to the extent contested, in good
          faith, by appropriate proceedings and for which adequate reserves have
          been established;

               (iii) Liens imposed by law, such as materialman's, mechanic's,
          carrier's, workman's, and repairman's Liens and other similar Liens
          arising in the ordinary course of business which relate to obligations
          which are not overdue for a period of more than 30 days or which are
          being contested in good faith, by appropriate proceedings and for
          which adequate reserves have been established;

               (iv) pledges or deposits in the ordinary course of business to
          secure nondelinquent obligations under workman's compensation or
          unemployment laws or similar legislation or to secure the performance
          of leases or contracts entered into in the ordinary course of business
          or of public or nondelinquent statutory obligations, bids, or appeal
          bonds;

               (v) Liens upon or in any property acquired or held by the
          Borrower or any of its Subsidiaries (other than the Intercompany
          Creditor) to secure the purchase price or construction costs (and, to
          the extent financed, sales and excise taxes, delivery and installation
          costs and other related expenses) of such property or to secure
          indebtedness incurred solely for the purpose of financing or
          refinancing the acquisition or construction of any such property to be
          subject to such Liens, or Liens existing on any such property at the
          time of acquisition, or extensions, renewals or replacements of any of
          the foregoing for the same or a lesser amount, provided that such Lien
          is established within thirty days of the acquisition of said property
          or expenditure of said construction costs, and provided, further, that
          no such Lien shall extend to or cover any property other than the
          property being acquired and no such extension, renewal or replacement


                                       24

<PAGE>   43

          shall extend to or cover any property not theretofore subject to the
          Lien being extended, renewed or replaced, and provided, further, that
          the incurrence of any Debt secured by the Liens permitted by this
          clause (v) shall not exceed the amount then allowed under any of the
          covenants set forth in Section 6.03;

               (vi) zoning restrictions, easements, licenses, landlord's liens
          or restrictions on the use of real property owned or leased by the
          Borrower or any of its Subsidiaries, which do not materially impair
          the use of such property in the operation of the business of the
          Borrower or any of its Subsidiaries or the value of such property for
          the purpose of such business;

               (vii) Liens on the property or assets of any Subsidiary in favor
          of the Borrower or a Subsidiary, provided, that, the holder and
          grantor of such Lien have each entered into the Intercompany
          Subordination Agreement and are parties to the Collateral Documents,
          and provided that, any Debt that is secured by such Lien is evidenced
          by an instrument that has been pledged pursuant to the Pledge
          Agreement or other Collateral Document;

               (viii) Liens listed on Schedule VI;

               (ix) Liens on the property or assets of the Borrower and its
          Subsidiaries securing the Borrower's obligations under any interest
          rate protection, hedge, cap, collar, swap or similar agreement entered
          into by the Borrower with any of the Banks or their respective
          Affiliates from time to time, to the extent such Liens are pari passu
          with or junior to the Liens securing the obligations of the Loan
          Parties under the Loan Documents; and

               (x) Liens not described in subclauses (i) through (ix) above that
          relate to liabilities which are not in excess of $5,000,000 in the
          aggregate.

               "Person" means a individual, partnership, corporation (including
          a business trust), joint stock company, trust, unincorporated
          association, joint venture or other entity, or a government or any
          political subdivision or agency or instrumentality thereof.

               "Plan" means a Single Employer Plan or a Multiple Employer Plan.

               "Pledge Agreement" means a Pledge Agreement made by the Pledgor
          in substantially the form of Exhibit D, as amended, supplemented,
          restated or otherwise modified from time to time.

               "Pledged Securities" means all of the outstanding Securities of
          the Borrower's existing or future Subsidiaries that may from time to
          time be pledged pursuant to the Pledge Agreement or a Collateral
          Document; provided that the


                                       25



<PAGE>   44

          pledge of the voting interest represented by the Securities of any
          Subsidiaries of the Borrower that are limited liability companies
          shall be limited to 75% of such voting interest for as long as the
          pledge of the balance of such voting interest shall subject such
          company to material risk of being treated as an association taxable as
          a corporation for federal income tax purposes.

               "Pledgor" means the Borrower and any Guarantor that in the future
          grants or purports to grant a Lien to the Agent for the benefit of the
          Banks pursuant to the Pledge Agreement or other Collateral Document
          covering Securities of a Person or Intercompany Debt.

               "Process Agent" has the meaning set forth in Section 9.13(a).

               "RCRA" means the Resource Conservation and Recovery Act of 1976,
          as amended (42 U.S.C. ss. 6901 et seq.), and any regulations
          promulgated thereunder.

               "Real Property" means the real property of the Borrower and its
          Subsidiaries located in the United States described in Schedule II
          hereto, consisting of real property or any interest in real property,
          including a leasehold interest or an option to purchase, and all
          buildings, structures and improvements now or hereafter located on all
          or any portion of said real property, provided, that, notwithstanding
          the foregoing, only leasehold interests of the Borrower and its
          Subsidiaries which relate to the main clinic of any Facility or for
          which the Borrower or any of its Subsidiaries incurs Lease Expense
          equal to or in excess of $100,000 per year shall be described in
          Schedule II.

               "Register" has the meaning specified in Section 9.08(c).

               "Related Business" means (i) a business that principally operates
          (A) one or more independent practice associations (each an "IPA")
          providing general organizational structure and management to physician
          networks and related management companies providing information and
          operating systems, actuarial and financial analysis, medical
          management and provider contract services to the IPAs or (B) one or
          more management service organizations (each a "MSO") providing IPAs
          with practice management services, including billing, staffing and
          financial management services, or (ii) a business (other than a
          single-specialty clinic, or the assets thereof) related to the
          operation of a Facility, IPA or MSO, the acquisition or operation of
          which would not result in a material change in the nature of the
          Borrower's business as of the date hereof. A Related Business shall
          also include all real, personal and mixed property relating thereto.

               "Restricted Payment" of any Person, means any dividend payment or
          other distribution of assets, properties, cash, rights, obligations or
          securities on account of any shares of any class of Securities of such
          Person, or any purchase,


                                       26

<PAGE>   45

          redemption or other acquisition for value of any shares of any class
          of Securities of such Person, or any warrants, rights or options to
          acquire any such Securities, now or hereafter outstanding; provided,
          however, that (i) any dividend payment or other distribution payable
          in common stock of such Person and (ii) any purchase, redemption or
          other acquisition of shares of such Person's Securities or warrants,
          rights or options to acquire any such Securities with the proceeds
          received from the substantially concurrent issue of new shares of such
          Person's Securities shall not be considered a Restricted Payment.

               "Securities" means shares of capital stock of a corporation (or
          similar property right in the case of partnerships, limited liability
          companies and trusts).

               "Senior Debt" means all Debt outstanding pursuant to this
          Agreement and any other Debt of the Borrower and its Subsidiaries not
          expressly subordinated on terms satisfactory to the Majority Banks to
          the Debt outstanding under this Agreement.

               "Service Agreement" means any of (i) the Service Agreements
          listed on Schedule IV and (ii) any similar agreement entered into by
          the Borrower or any existing or future Subsidiary of the Borrower
          after the Fifth Amendment and Restatement Closing Date, in each case
          as any of such agreements may from time to time be amended, restated,
          supplemented or otherwise modified.

               "Single-Employer Plan" means a single-employer plan, as defined
          in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
          of the Borrower or an ERISA Affiliate and no Person other than the
          Borrower and its ERISA Affiliates or (ii) was so maintained and in
          respect of which the Borrower or an ERISA Affiliate could have
          liability under Section 4069 of ERISA in the event such plan has been
          or were to be terminated.

               "Solvency Certificate" means a duly executed certificate for each
          Loan Party in substantially the form of Exhibit G.

               "Solvent" means, with respect to any Person, that as of any date
          of determination, (i) the then fair saleable value of the assets of
          such Person is (a) greater than the then total amount of liabilities
          (including contingent, subordinated, matured and unliquidated
          liabilities) of such Person and (b) greater than the amount that will
          be required to pay such Person's probable liability on such Person's
          then existing debts as they become absolute and matured, (ii) such
          Person's capital is not unreasonably small in relation to its business
          or any contemplated or undertaken transaction, and (iii) such Person
          does not intend to incur, or believe or reasonably should believe that
          it will incur, debts beyond its ability to pay such debts as they
          become due.


                                       27

<PAGE>   46

               "Standard & Poor's" means Standard & Poor's Corporation or its
          successor.

               "Stock Purchase Agreement" means any agreement between the
          Borrower or any of its Subsidiaries and any Person that operates a
          Facility or a Related Business relating to the purchase by the
          Borrower or any of its Subsidiaries of all of the Securities of such
          Person.

               "Subordinated Debt" means any Debt of the Borrower that is
          subordinated to the Debt of the Borrower under this Agreement and the
          Notes on, and that otherwise contains, terms and conditions
          satisfactory to the Majority Banks.

               "Subordination Agreement" means a duly executed subordination
          agreement in substantially the form of Exhibit H, as amended,
          supplemented or otherwise modified from time to time.

               "Subsidiary" means, with respect to any Person, any corporation,
          partnership, limited liability company, trust or other Person of which
          more than 50% of the outstanding Securities having ordinary voting
          power to elect a majority of the board of directors of such
          corporation (or similar governing body or Person with respect to
          partnerships, limited liability companies and trusts) (irrespective of
          whether or not at the time Securities of any other class or classes of
          such Person shall or might have voting power upon the occurrence of
          any contingency) is at the time directly or indirectly owned by such
          Person, or one or more other Subsidiaries of such Person, or by one or
          more other Subsidiaries of such Person.

               "Tangible Net Assets" of any Person, as at any date of
          determination, means (without duplication) such Person's cash, net
          Accounts, inventory, equipment, fixtures, real property and the
          refundable portion of any prepaid expense which, in accordance with
          generally accepted accounting principles, are treated as tangible
          assets of such Person, in each case (to the extent applicable), less
          the sum of (i) Current Liabilities, (ii) cash held in a sinking or
          other analogous fund established for the purpose of redemption,
          retirement or prepayment of Securities or Debt, and (iii) any write-up
          in the book value of such asset resulting from a revaluation (but not
          a valuation of an asset in connection with an acquisition subject to
          purchase accounting treatment under generally accepted accounting
          principles; provided that such valuation is accomplished in accordance
          with such principles).

               "Taxes" has the meaning set forth in Section 2.13(a).

               "Total Assets" of any Person, as of the date of determination,
          means all property, whether real, personal, tangible, intangible or
          otherwise, which, in


                                       28


<PAGE>   47

          accordance with generally accepted accounting principles, should be
          included in determining total assets as shown on the assets portion of
          a balance sheet of such Person.

               "Total Capitalization" of any Person, as of the date of
          determination, means the sum of such Person's Funded Debt plus Net
          Worth.

               "Total Consideration" means, with respect to the acquisition of
          any Facility (or the assets thereof) or Related Business, whether or
          not such acquisition is accomplished by Securities purchase or asset
          purchase or by merger, the sum of (i) all cash and non-cash
          consideration (including, without limitation, assumed liabilities and
          equity consideration) paid by the Borrower or any of its Subsidiaries
          at the closing of such transaction, and (ii) all Deferred Acquisition
          Consideration; provided that Total Consideration shall not include any
          contingent payments that may be made by the Borrower or any of its
          Subsidiaries after such closing.

               "Total Liabilities" of any Person, as of the date of
          determination, means all obligations, including, without limitation,
          all Debt of such Person, which, in accordance with generally accepted
          accounting principles, should be included in determining total
          liabilities as shown on the liabilities portion of a balance sheet of
          such Person, including all Subordinated Debt other than, in the case
          of the Borrower and its Subsidiaries, the Excluded Convertible
          Acquisition Debt.

               "UCP" has the meaning set forth in Section 3.08.

               "Unused A Commitment" means, with respect to any Bank at any
          time, (a) such Bank's A Commitment at such time (as such A Commitment
          may be reduced pursuant to Section 2.04 or on account of an Assignment
          and Acceptance entered into by such Bank) minus (b) the aggregate
          principal amount of all Committed Rate A Advances made by such Bank
          outstanding at such time.

               "Unused B Commitment" means, with respect to any Bank at any
          time, (a) such Bank's B Commitment at such time (as such B Commitment
          may be reduced pursuant to Section 2.04 or on account of an Assignment
          and Acceptance entered into by such Bank) minus (b) the aggregate
          principal amount of all Committed Rate B Advances made by such Bank
          outstanding at such time.

               "Welfare Plan" means a welfare plan, as defined in Section 3(1)
          of ERISA, which section covers plans, funds and programs providing
          (among other things) medical, surgical, or hospital care or benefits,
          or benefits in the event of sickness, accident, disability, death or
          unemployment, together with plans which provide workmen's
          compensation, unemployment compensation or disability insurance
          benefits.


                                       29


<PAGE>   48

               "Withdrawal Liability" has the meaning given such term under Part
          I of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date,
unless otherwise stated, the word "from" or "commencing" means "from and
including" and the word "to" or "until" means "to but excluding."

     SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with United States generally
accepted accounting principles consistent with those applied in the preparation
of the Borrower's December 31, 1995 Consolidated financial statements delivered
to the Banks in accordance with Section 6.04(c).

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

     SECTION 2.01. The Committed Rate Advances.

     (a) Each Bank severally agrees, on the terms and conditions hereinafter set
forth, to make Committed Rate A Advances to the Borrower from time to time on
any Business Day during the period from the Fifth Amendment and Restatement
Closing Date until the A Revolver Termination Date, in an amount for each such A
Advance not to exceed such Bank's Unused A Commitment on such Business Day;
provided, however, that such Bank shall not be obligated to make such Committed
Rate A Advance if, after giving effect to such Committed Rate A Advance and the
other Committed Rate A Advances to be made by the other Banks as part of the
same A Borrowing, the then outstanding aggregate principal amount of all
Committed Rate A Advances plus the then existing Letter of Credit Liability
shall exceed the aggregate A Commitments of the Banks less the then outstanding
aggregate principal amount of all Competitive Bid A Advances; provided further
that, for the purposes of this Section 2.01(a), such Bank's Unused A Commitment
shall be deemed to be reduced on such Business Day by an amount equal to the
product of (i) the then outstanding principal amount of all Competitive Bid A
Advances and (ii) such Bank's A Commitment Percentage (the "Competitive Bid A
Reduction"). Each Committed Rate A Borrowing shall be in an aggregate amount of
$3,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall
consist of Advances made on the same day by the Banks ratably according to their
respective A Commitments. Within the limits of each Bank's Unused A Commitment
(as deemed reduced by the Competitive Bid A Reduction) in effect from time to
time, the Borrower may borrow under this Section 2.01(a), prepay pursuant to
Section 2.09 and reborrow under this Section 2.01(a).

     (b) Each Bank severally agrees, on the terms and conditions hereinafter set
forth, to make Committed Rate B Advances to the Borrower from time to time on
any Business Day during the period from the Fifth Amendment and Restatement
Closing Date until the B Revolver Termination Date, in an amount for each such B
Advance not to exceed such Bank's Unused


                                       30


<PAGE>   49

B Commitment on such Business Day; provided, however, that such Bank shall not
be obligated to make such Committed Rate B Advance if, after giving effect to
such Committed Rate B Advance and the other Committed Rate B Advances to be made
by the other Banks as part of the same B Borrowing, the then outstanding
aggregate principal amount of all Committed Rate B Advances shall exceed the
aggregate B Commitments of the Banks less the then outstanding aggregate
principal amount of all Competitive Bid B Advances; provided further that, for
the purposes of this Section 2.01(b), such Bank's Unused B Commitment shall be
deemed to be reduced on such Business Day by an amount equal to the product of
(i) the then outstanding principal amount of all Competitive Bid B Advances and
(ii) such Bank's B Commitment Percentage (the "Competitive Bid B Reduction").
Each Committed Rate B Borrowing shall be in an aggregate amount of $3,000,000 or
an integral multiple of $1,000,000 in excess thereof, and shall consist of
Advances made on the same day by the Banks ratably according to their respective
B Commitments. Within the limits of each Bank's Unused B Commitment (as deemed
reduced by the Competitive Bid B Reduction) in effect from time to time, the
Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.09
and reborrow under this Section 2.01(b); provided that the Borrower may not
borrow or reborrow under this Section 2.01(b) while there are any Unused A
Commitments other than in respect of the then existing Letter of Credit
Liability.

     (c) Each Committed Rate Borrowing shall be made on notice, given not later
than 11:00 A.M. (New York City time) (i) on the second Business Day prior to the
date of the proposed Borrowing, in the case of Eurodollar Rate Advances, and
(ii) on the date of the proposed Borrowing, in the case of Base Rate Advances,
by the Borrower to the Agent, which shall give each Bank prompt notice thereof
by telecopier, telex or cable. Each such notice of a Borrowing (a "Notice of
Borrowing") shall be by telecopier, telex or cable, confirmed immediately in
writing, in substantially the form of Exhibit B-1 hereto, specifying therein (i)
whether the requested Borrowing shall consist of A Advances or B Advances, (ii)
the requested date of such Borrowing, (iii) the requested Type of Advances
comprising such Borrowing, (iv) the requested aggregate amount of such
Borrowing, and (v) in the case of a Borrowing comprised of Eurodollar Rate
Advances, the requested initial Interest Period for each such Advance. Each Bank
shall, before 12:00 noon (New York City time) on the date of such Borrowing,
make available for the account of its Applicable Lending Office to the Agent at
its address referred to in Section 9.02, in same day funds, such Bank's ratable
portion of such Borrowing. After the Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article IV, the Agent will
make such funds available to the Borrower at the Agent's aforesaid address.
Anything in this subsection (c) above to the contrary notwithstanding, (A) the
Borrower may not select Eurodollar Rate Advances for any Committed Rate
Borrowing if the obligation of the Banks to make Eurodollar Rate Advances shall
then be suspended pursuant to Section 2.11 and (B) no more than eight Committed
Rate Borrowings consisting of Eurodollar Rate Advances may be outstanding at any
one tune.

     (d) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Committed Rate Borrowing which the related Notice
of Borrowing specifies is to


                                       31

<PAGE>   50

be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Bank
against any loss (including loss of anticipated profits), cost or expense
incurred by such Bank as a result of any failure to fulfill on or before the
date specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article IV, including, without limitation, any loss,
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Bank to fund the Advance to be made by
such Bank as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.

     (e) Unless the Agent shall have received notice from a Bank prior to the
date of any Committed Rate Borrowing that such Bank will not make available to
the Agent such Bank's ratable portion of such Borrowing, the Agent may assume
that such Bank has made such portion available to the Agent on the date of such
Borrowing in accordance with subsection (c) above and the Agent may, in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such ratable portion available to the Agent, such Bank and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to Advances comprising such Borrowing and (ii) in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding
amount, such amount so repaid shall constitute such Bank's Advance as part of
such Borrowing for purposes of this Agreement. To the extent that any Bank makes
a payment of principal or interest to the Agent pursuant to this subsection (e),
the Borrower shall not be obligated to make such payment.

     (f) The failure of any Bank to make the Advance to be made by it as part of
any Committed Rate Borrowing shall not relieve any other Bank of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no Bank
shall be responsible for the failure of any other Bank to make the Advance to be
made by such other Bank on the date of any Committed Rate Borrowing.

     SECTION 2.02. The Competitive Bid Advances.

     (a) Each Designated Bidder severally agrees, on the terms and conditions
hereinafter set forth, that the Borrower may avail itself of Competitive Bid
Advances from time to time on any Business Day during the period from the Fifth
Amendment and Restatement Closing Date until 30 days prior to the A Revolver
Termination Date, in the case of Competitive Bid A Advances, or the B Revolver
Termination Date, in the case of Competitive Bid B Advances, in the manner set
forth in this Section 2.02; provided that (i) the aggregate principal amount of
Competitive Bid A Advances made on any Business Day may not exceed the aggregate
Unused A Commitments of the Banks on such Business Day less the then existing
Letter of Credit Liability and the then outstanding principal amount of any
other Competitive Bid A Advances, and (ii) the aggregate principal amount of
Competitive Bid B Advances made on any Business Day may not exceed the aggregate
Unused B Commitments of the Banks on such Business Day


                                       32

<PAGE>   51

and the then outstanding principal amount of any other Competitive Bid B
Advances; provided further that Competitive Bid B Advances may not be made while
there are any Unused A Commitments other than in respect of the then existing
Letter of Credit Liability.

     (b) The Borrower may request a Competitive Bid Borrowing by delivering to
the Agent, by telecopier, telex or cable, confirmed immediately in writing, a
request, in substantially the form of Exhibit B-2 (a "Competitive Bid Request"),
specifying therein (i) whether the requested Borrowing shall consist of A
Advances or B Advances, (ii) whether Fixed Rate Advances or LIBOR Advances are
being requested, (iii) the date (which shall be a Business Day) and aggregate
amount of the proposed Competitive Bid Borrowing, (iv) the maturity date for
repayment of the Competitive Bid Advances to be made as part of such Borrowing
(which maturity date shall be a date occurring not less than 30 days after the
date of such Borrowing, but not later than the A Revolver Termination Date in
the case of Competitive Bid A Advances or the B Revolver Termination Data in the
case of Competitive Bid B Advances), (v) the interest payment date or dates
relating thereto, in the case of a request for Fixed Rate Advances, and the
applicable Interest Period, in the case of a request for LIBOR Advances, and
(vi) any other terms to be applicable to such Borrowing, not later than 11:00
A.M. (New York City time) at least (A) one Business Day, in the case of a
request for Fixed Rate Advances, or (B) four Business Days, in the case of a
request for LIBOR Advances, prior to the date of the proposed Competitive Bid
Borrowing. The Agent shall in turn promptly notify each Designated Bidder of
each request for such Competitive Bid Borrowing received by it by sending such
Designated Bidder a copy of the related Competitive Bid Request.

     (c) Each Designated Bidder may, if, in its sole discretion, it elects to do
so, irrevocably offer to make one or more Competitive Bid Advances to the
Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates
of interest specified by such Designated Bidder in its sole discretion. Any such
offer (a "Competitive Bid") may be made by notifying the Agent (i) before 10:00
A.M. (New York City time) on the date of such proposed Competitive Bid
Borrowing, in the case of a request for Fixed Rate Advances, and (ii) before
10:00 A.M. (New York City time) on the third Business Day before the date of
such proposed Competitive Bid Borrowing, in the case of a request for LIBOR
Advances (the "Bid Due Date"), specifying the following:

          (A) the amount of each Competitive Bid Borrowing which such Designated
     Bidder would be willing to make as part of such proposed Competitive Bid
     Borrowing (which amount may, subject to the proviso to the first sentence
     of subsection (a) above, exceed a Bank's Commitment but may not exceed the
     principal amount of the Competitive Bid Advances of the Type and maturity
     requested by the Borrower);

          (B) in the case of a request for a LIBOR Advance, the margin above or
     below the applicable Eurodollar Rate (the "LIBOR Margin") offered for such
     Competitive Bid Advance, expressed as a percentage (rounded upwards, if
     necessary, to the nearest 1/16 of one percent) to be added to or subtracted
     from the applicable Eurodollar Rate;


                                       33

<PAGE>   52

          (C) in the case of a request for a Fixed Rate Advance, the rate of
     interest per annum (rounded upwards, if necessary, to the nearest 1/16 of
     one percent) (the "Fixed Rate") offered for such Competitive Bid Advance;
     and

          (D) the identity of the Designated Bidder submitting the Competitive
     Bid;

provided that if the Agent in its capacity as a Designated Bidder shall, in its
sole discretion, elect to make any such Competitive Bid, it shall notify the
Borrower of such Competitive Bid before 9:30 A.M. (New York City time) on the
Bid Due Date. If any Designated Bidder shall elect not to make such a
Competitive Bid, such Designated Bidder shall so notify the Agent, before 10:00
A.M. (New York City time) on the Bid Due Date, and such Designated Bidder shall
not be obligated to, and shall not, make any Advance as part of such Competitive
Bid Borrowing; provided that the failure by any Designated Bidder to give such
notice shall not cause such Designated Bidder to be obligated to make any
Advance as part of such proposed Competitive Bid Borrowing. Unless otherwise
agreed by the Borrower and the Agent, no Competitive Bid shall contain
qualifying, conditional or similar language or propose terms other than or in
addition to those set forth in the Competitive Bid Request and, in particular,
no Competitive Bid may be conditioned upon acceptance by the Borrower of all (or
some specified minimum) of the principal amount of the Competitive Bid Advances
offered.

     (d) The Agent shall, as promptly as practicable after the Competitive Bid
is submitted (but in any event not later than 10:15 A.M. (New York City time) on
the Bid Due Date), notify the Borrower of the terms (A) of any Competitive Bid
submitted that is in accordance with subsection (c) above and (B) of any
Competitive Bid that amends, modifies or is otherwise inconsistent with a
previous Competitive Bid with respect to the same Competitive Bid Request. Any
such subsequent Competitive Bid may be submitted solely to correct a manifest
error in such former Competitive Bid. The Agent's notice to the Borrower shall
specify (1) the aggregate principal amount of the Competitive Bid Borrowing for
which Competitive Bids have been received and (2) the respective principal
amounts and the Fixed Rates and LIBOR Margins, as the case may be, so offered by
each Designated Bidder (identifying the Designated Bidder that made each
Competitive Bid).

     (e) The Borrower shall, in turn, before 11:00 A.M. (New York City time) (i)
on the day of the proposed Competitive Bid Borrowing, in the case of requests
for Fixed Rate Advances, or (ii) on the third Business Day prior to the date of
the proposed Competitive Bid Advances, in the case of a request for LIBOR
Advances, (or, in any such case, such other time and date as the Borrower and
the Agent, with the consent of the Majority Banks, may agree), either:

          (i) cancel such Competitive Bid Borrowing by giving the Agent notice
     to that effect, or

          (ii) accept one or more of the Competitive Bids, in its sole
     discretion, by giving notice to the Agent of the amount of each Competitive
     Bid Advance to be made by



                                       34

<PAGE>   53

     each Designated Bidder as part of such Competitive Bid Borrowing, and
     reject any remaining Competitive Bids by giving the Agent notice to that
     effect; provided that (A) the Borrower may only accept Competitive Bids in
     the order of the lowest to the highest Fixed Rates or LIBOR Margins, as the
     case may be, offered, (B) the Borrower may not accept Competitive Bids in
     excess of the amount requested pursuant to subsection (b) above, or the
     amount offered pursuant to subsection (c) above, for any maturity date or
     Interest Period, and (C) if two or more Designated Bidders make Competitive
     Bids at the same Fixed Rates or LIBOR Margins, as the case may be, for the
     same maturity date or Interest Period, the Borrower may only accept such
     Competitive Bids in proportion (as nearly as possible) to the amounts which
     such Designated Bidders offered at such rate for such maturity or Interest
     Period (in amounts of not less than $1,000,000 or an integral multiple of
     $100,000 in excess thereof).

     (f) If the Borrower notifies the Agent that such Competitive Bid Borrowing
is canceled pursuant to subsection (d)(i) above, the Agent shall give prompt
notice thereof to the Designated Bidders, and such Competitive Bid Borrowing
shall not be made.

     (g) If the Borrower accepts one or more of the Competitive Bids made by any
Designated Bidder or Designated Bidders pursuant to subsection (d)(ii) above,
the Agent shall in turn promptly notify (A) each Designated Bidder that has made
a Competitive Bid as described in subsection (c) above, of the date and
aggregate amount of such Competitive Bid Borrowing and whether or not any
Competitive Bid or Bids made by such Designated Bidder pursuant to subsection
(c) above have been accepted by the Borrower, (B) each Designated Bidder that is
to make an Advance as part of such Competitive Bid Borrowing, of the amount of
each Advance to be made by such Bank as part of such Borrowing, and (C) each
Designated Bidder that is to make an Advance as part of such Competitive Bid
Borrowing, as to whether such Competitive Bid Borrowing conforms of the
requirements of Section 2.02. Each Designated Bidder that is to make an Advance
as part of such Competitive Bid Borrowing shall, before 11:30 A.M. (New York
City time) on the date of such Competitive Bid Borrowing specified in the notice
received from the Agent pursuant to clause (A) of the preceding sentence
(provided such Designated Bidder shall have received a Competitive Bid Note and
a favorable notice from the Agent pursuant to clause (C) of the preceding
sentence), make available to the Agent at its address referred to in Section
9.02, in same day funds, such Designated Bidder's portion of such Competitive
Bid Borrowing. Upon fulfillment of the applicable conditions set forth in
Article IV and after receipt by the Agent of such funds, the Agent will make
such funds available to the Borrower at the Agent's aforesaid address. Promptly
after each Competitive Bid Borrowing, the Agent shall notify each Bank of the
amount of the Competitive Bid Borrowing, the consequent Competitive Bid
Reduction and the dates upon which such Competitive Bid Reduction commenced and
will terminate.

     (h) Each Competitive Bid Borrowing shall be in an aggregate amount not less
than $3,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of



                                       35

<PAGE>   54

such Competitive Bid Borrowing, the Borrower shall be in
compliance with the limitations set forth in the proviso to the first sentence
of subsection (a) above.

     (i) Each acceptance by Borrower pursuant to subsection (g) above shall be
irrevocable and binding on the Borrower. In the case of any acceptance of a
Competitive Bid for LIBOR Advances, the Borrower shall indemnify each Designated
Bidder against any loss (including loss of anticipated profits), cost or expense
incurred by such Designated Bidder as a result of any failure to fulfill on or
before the date specified pursuant to subsection (g) above for such Competitive
Bid Borrowing the applicable conditions set forth in Article IV, including,
without limitation, any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such
Designated Bidder to fund the LIBOR Advance to be made by such Bank as part of
such Borrowing when such Advance, as a result of such failure, is not made on
such date.

     (j) The failure of any Designated Bidder to make the Advance to be made by
it as part of any Competitive Bid Borrowing shall not relieve any other
Designated Bidder of its obligation, if any, hereunder to make its Advance on
the date of such Borrowing, but no Designated Bidder shall be responsible for
the failure of any other Designated Bidder to make the Advance to be made by
such other Designated Bidder on the date of any Competitive Bid Borrowing.

     (k) Within the limits and on the conditions set forth in this Section 2.02,
the Borrower may from time to time borrow under this Section 2.02, repay
pursuant to Section 2.05 and reborrow under this Section 2.02; provided that not
more than ten Competitive Bid Borrowings may be outstanding at any time (for
which purpose Competitive Bid Advances made on the same date, but having
different maturities or representing Borrowings under different Commitments,
shall be deemed to be separate Competitive Bid Borrowings).

     SECTION 2.03. Fees.

     (a) Facility Fees. The Borrower agrees to pay to the Agent, for the account
of each of the Banks, the following:

          (i) a facility fee on the average daily A Commitment of such Bank from
     the Fifth Amendment and Restatement Closing Date until the A Revolver
     Termination Date at the Applicable A Facility Fee Rate from time to time in
     effect, payable quarterly in arrears on the last day of each March, June,
     September and December, commencing September 30, 1996, and on the A
     Revolver Termination Date; and

          (ii) a facility fee on the average daily B Commitment of such Bank
     from the Fifth Amendment and Restatement Closing Date until the B Revolver
     Termination Date at the Applicable B Facility Fee Rate from time to time in
     effect, payable quarterly in arrears on the last day of September and
     December 1996 and March and June 1997 and on the B Revolver Termination
     Date.


                                       36


<PAGE>   55

     (b) Agency, Auction and Arrangement Fees. The Borrower agrees to pay to the
Agent, for its own account, the agency fees and the auction fees and to an
Affiliate of the Agent, the arrangement fee, in such amounts and on such dates
as are specified in the letter agreement dated July 22, 1996, between the
Borrower and the Agent.

     SECTION 2.04. Optional Reduction of the Commitments. The Borrower shall
have the right, upon at least three Business Days' notice to the Agent,
permanently to terminate in whole or reduce ratably in part the Unused A
Commitments or the Unused B Commitments of the Banks; provided that (a) each
partial reduction shall be in the aggregate amount of $3,000,000 or an integral
$1,000,000 multiple in excess thereof, (b) each reduction shall be made ratably
among the Banks in accordance with their Unused A Commitments or the Unused B
Commitments, as the case may be, (c) no reduction may reduce the aggregate A
Commitments of the Banks below the aggregate amount of the then outstanding
Letter of Credit Liability and the then outstanding principal amount of the
Competitive Bid A Advances, (d) no reduction may reduce the aggregate B
Commitments of the Banks below the then outstanding principal amount of the
Competitive Bid B Advances, and (e) no reduction may reduce the aggregate A
Commitments of the Banks while any B Commitments are in effect.

     SECTION 2.05. Repayment.

     (a) The Borrower shall repay on the A Revolver Termination Date the
aggregate principal amount of the Committed Rate A Advances of each Bank
outstanding on the A Revolver Termination Date, together with accrued interest
thereon.

     (b) The Borrower shall repay on the B Revolver Termination Date the
aggregate principal amount of the Committed Rate B Advances of each Bank
outstanding on the B Revolver Termination Date, together with accrued interest
thereon.

     (c) The Borrower shall repay the aggregate principal amount of the
Competitive Bid Advances of each Designated Bidder, together with accrued
interest thereon, in such amounts and on such dates as specified pursuant to
Section 2.02(b).

     SECTION 2.06. Interest.

     (a) The Borrower shall pay interest on the unpaid principal amount of each
Committed Rate Advance made by each Bank from the date of such Advance until
such principal amount shall be paid in full, at the following rates per annum:

          (i) Base Rate Advances. During such periods as such Advance is a Base
     Rate Advance, a rate per annum equal at all times to the sum of the Base
     Rate in effect from time to time, payable quarterly in arrears on the last
     day of each March, June, September and December during such periods and on
     the date such Base Rate Advance shall be Converted or paid in full.
     Notwithstanding the foregoing, during the continuance of an Event of
     Default, the principal amount of each Base Rate Advance shall bear
     interest, to



                                       37

<PAGE>   56

     the fullest extent permitted by law, from the date on which such amount is
     due until such amount is paid in full, payable on demand, at a fluctuating
     rate per annum equal at all times to 2% per annum above the Base Rate in
     effect from time to time.

          (ii) Eurodollar Rate Advances. During such periods as such Advance is
     a Eurodollar Rate Advance, a rate per annum equal at all times during the
     Interest Period for such Advance to the sum of the Eurodollar Rate for such
     Interest Period plus the Applicable Eurodollar Rate Margin, payable on the
     last day of such Interest Period and, if such Interest Period has a
     duration of six months, on the day that occurs during such Interest Period
     three months from the first day of such Interest Period; provided, however,
     that in the event that the Applicable Eurodollar Rate Margin for any fiscal
     quarter of the Borrower has not yet been determined in accordance with the
     provisions of the definition of Applicable Eurodollar Rate Margin in
     Section 1.01 as of the time when interest on a Eurodollar Rate Advance
     becomes due, the Borrower shall pay such interest on the date when due
     based on the then existing Applicable Eurodollar Rate Margin and any
     necessary subsequent adjustments in the amount of interest payable
     hereunder (due to any subsequent change in the Applicable Eurodollar Rate
     Margin) shall be made on the first date on which any interest on any
     Committed Rate Advance is payable after the date of determination of the
     Applicable Eurodollar Rate Margin. Notwithstanding the foregoing, during
     the continuance of an Event of Default, the principal amount of each
     Eurodollar Rate Advance shall bear interest, to the fullest extent
     permitted by law, from the date on which such amount is due until such
     amount is paid in full, payable on demand, at a rate per annum equal at all
     times to 2% per annum above the Eurodollar Rate plus the Applicable
     Eurodollar Rate Margin until the end of the Interest Period applicable to
     such Eurodollar Rate Advance, at which time the rate per annum shall become
     2% per annum above the Base Rate, in each case as in effect from time to
     time.

     (b) The Borrower shall pay interest on the unpaid principal amount of each
Competitive Bid Advance from the date of such Advance until such principal
amount shall be paid in full, at the rate of interest for such Advance specified
by the Designated Bidder making such Advance in its Competitive Bid with respect
thereto delivered pursuant to Section 2.02(c), payable on the interest payment
date or dates specified by the Borrower for such Advance in the related
Competitive Bid Request delivered pursuant to Section 2.02(b) and on the
maturity date of such Competitive Bid Advance. Notwithstanding the foregoing,
during the continuance of an Event of Default, the principal amount of each
Competitive Bid Advance shall bear interest, to the fullest extent permitted by
law, from the date on which such amount is due until such amount is paid in
full, payable on demand, at a rate equal to 2% per annum above the interest rate
specified by the Designated Bidder that made such Advance in its Competitive Bid
with respect thereto delivered pursuant to Section 2.02(c).


                                       38

<PAGE>   57

     SECTION 2.07. Interest Rate Determination and Protection.

     (a) The Agent shall give prompt notice to the Borrower and the Banks of the
applicable interest rate under Section 2.06(a)(i) or (ii).

     (b) If, with respect to any Eurodollar Rate Advance, the Majority Banks
notify the Agent that the Eurodollar Rate for any Interest Period for such
Advance will not adequately reflect the cost to such Majority Banks of making,
funding or maintaining their respective Eurodollar Rate Advance for such
Interest Period, the Agent shall forthwith so notify the Borrower and the Banks,
whereupon:

          (i) each Eurodollar Rate Advance will automatically, on the last day
     of the then existing Interest Period therefor, Convert into a Base Rate
     Advance, and

          (ii) the obligation of the Banks to make, or to Convert Advances into,
     Eurodollar Rate Advances shall be suspended until the Agent shall notify
     the Borrower and the Banks that the circumstances causing such suspension
     no longer exist.

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

     SECTION 2.08 Voluntary and Automatic Conversion of Committed Rate Advances.

     (a) The Borrower may on any Business Day, upon notice given to the Agent
not later than 11:00 A.M. (New York City time) on the second Business Day prior
to the date of the proposed Conversion and subject to the provisions of Sections
2.07 and 2.11, Convert all Committed Rate Advances of one Type comprising the
same Borrowing into Committed Rate Advances of another Type; provided, however,
that any Conversion of any Eurodollar Rate Advances into Base Rate Advances
shall be made on, and only on, the last day of an Interest Period for such
Eurodollar Rate Advances. Each such notice of Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, (ii) the
Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate
Advances, the duration of the Interest Period for each such Advance.

     (b) On the date on which the unpaid aggregate principal amount of
Eurodollar Rate Advances comprising any Committed Rate Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $3,000,000, the
Eurodollar Rate Advances comprising such Borrowing shall automatically Convert
into Base Rate Advances, and on and after such date the Borrower may not convert
such Base Rate Advances to Eurodollar Rate Advances until such time as the
aggregate principal amount of Base Rate Advances equals or exceeds $3,000,000.


                                       39

<PAGE>   58

     SECTION 2.09. Prepayments.

     (a) Voluntary Prepayments. The Borrower may, upon at least (i) in the case
of Eurodollar Rate Advances, two Business Days' and (ii) in the case of Base
Rate Advances, the same Business Day's notice to the Agent stating the proposed
date and aggregate principal amount of the prepayment, and if such notice is
given, the Borrower shall, prepay the outstanding principal amounts of the
Advances comprising part of the same Committed Rate Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid and, in the case of Eurodollar Rate Advances,
any amounts payable under Section 9.04(b); provided, however, that (i) each
partial prepayment shall be in an aggregate principal amount not less than
$3,000,000 or any integral multiple of $1,000,000 in excess thereof and (ii) A
Advances may not be prepaid unless all outstanding Committed Rate B Advances are
first prepaid. The Borrower may not prepay any Competitive Bid Advances.

     (b) Asset Sales and Subordinated Debt Issuance Mandatory Prepayments. Upon
(i) the sale, lease or other disposition by the Borrower or any Subsidiary of
the Borrower of assets of the Borrower and its Subsidiaries constituting more
than 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries at
the time of sale, lease or other disposition or (ii) the issuance, if permitted
in writing by the Majority Banks, by the Borrower or any of its Subsidiaries of
any Subordinated Debt, whether or not convertible into or exchangeable for
Securities (other than the subordinated convertible notes issued by the Borrower
or any of its Subsidiaries as consideration for the acquisition of Facilities
(or the assets thereof), any Existing Clinic Acquisitions or the acquisition of
Related Businesses), then (x) the Net Cash Proceeds of such sale, lease or other
disposition or issuance shall be delivered as soon as practicable to the Agent,
(y) any deferred cash proceeds of such sale, lease, or other disposition or
issuance shall be delivered to the Agent as soon as practicable after their
receipt (at which time the same shall become Net Cash Proceeds), and (z) any
noncash proceeds of such sale, lease, or other disposition or issuance shall be
delivered to the Agent as soon as practicable to be held as pledged Collateral
for the Borrower's obligations under this Agreement and thereafter converted as
soon as practicable into cash (at which time the same shall become Net Cash
Proceeds), and any such Net Cash Proceeds shall be applied in accordance with
Section 2.09(d).

     (c) Stock Issuance Mandatory Prepayment. The sale or issuance by the
Borrower or any of its Subsidiaries of any Securities, any securities
convertible into or exchangeable for Securities, or any warrants, rights or
options to acquire Securities to any Person other than the Borrower or any of
its Subsidiaries other than such sale or issuance pursuant to the Borrower's
employee stock purchase plans or employee and director stock option plans or
similar plan available to physicians practicing at a Facility or Related
Business and other than the issuance of Securities as consideration for, or the
proceeds of which are within 180 days after receipt used for, or the issuance of
subordinated convertible notes as consideration for, the acquisition of any
Facility (or the assets thereof) or any Existing Clinic Acquisitions or the
acquisition of any Related Businesses to the extent such acquisition satisfies
all the requirements of Section 6.2(f)(i) or (ii), as the case may be), then (x)
50% of the Net Cash Proceeds of such sale



                                       40

<PAGE>   59

or issuance shall be delivered as soon as practicable to the Agent, (y) 50% of
any deferred cash proceeds of such sale or issuance shall be delivered to the
Agent as soon as practicable after their receipt (at which time the same shall
become Net Cash Proceeds), and (z) 50% of any noncash proceeds of such sale or
issuance shall be delivered to the Agent as soon as practicable to be held as
pledged Collateral for the Borrower's obligations under this Agreement and
thereafter converted as soon as practicable into cash (at which time the same
shall become Net Cash Proceeds), and any such Net Cash Proceeds shall be applied
in accordance with Section 2.09(d).

     (d) Application of Prepayments. Mandatory prepayments pursuant to Section
2.09(b) or (c) shall be: first, applied to the payment of any amount then owing
to the Agent or any Bank pursuant to Section 9.04(a); second, applied to the
ratable payment of outstanding Committed Rate B Advances, together with accrued
interest to the date of such payment on the principal amount repaid and any
amounts payable pursuant to Section 9.04(b) in respect thereof; third, applied
to the ratable payment of outstanding Committed Rate A Advances, together with
accrued interest to the date of such payment on the principal amount repaid and
any amounts payable pursuant to Section 9.04(b) in respect thereof; and fourth,
delivered to the Agent to be held as pledged Collateral to be applied to the
ratable payment when due of outstanding Competitive Bid Advances, together with
accrued interest to the date of such payment on the principal amount repaid.

     SECTION 2.10. Increased Costs.

     (a) If, due to either (i) the introduction of or any change (other than any
change by way of imposition or increase of reserve requirements, in the case of
Eurodollar Rate Advances or LIBOR Advances, included in the Eurodollar Rate
Reserve Percentage) in or in the interpretation of any law or regulation or (ii)
the compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Bank of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances or LIBOR Advances, then the Borrower shall
from time to time, upon demand by such Bank (with a copy of such demand to the
Agent), pay to the Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost. A certificate as to
the amount of such increased cost, submitted to the Borrower and the Agent by
such Bank, shall be conclusive and binding for all purposes, absent manifest
error.

     (b) If any Bank determines that compliance with any law or regulation or
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law) affects or would affect the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank and that the amount of such capital is increased by or
based upon the existence of such Bank's commitment, or offer or agreement, to
lend hereunder and other commitments, or offers or agreements, of this type,
then, upon notice by such Bank (with a copy of such notice to the Agent), the
Borrower shall immediately pay to the Agent for the account of such Bank, from
time to time as specified by


                                       41

<PAGE>   60

such Bank, additional amounts sufficient to compensate such Bank or such
corporation in the light of such circumstances, to the extent that such Bank
reasonably determines such increase in capital to be allocable to the existence
of such Bank's commitment, or offer or agreement, to lend hereunder. Such notice
as to such amounts submitted and delivered to the Borrower and the Agent by such
Bank shall set forth in summary fashion the basis of such allocation and shall
be conclusive and binding for all purposes, absent manifest error.

     SECTION 2.11. Illegality. Notwithstanding any other provision of this
Agreement, if any Bank shall notify the Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any Bank or its Eurodollar Lending Office to perform its obligations or
agreements hereunder to make Eurodollar Rate Advances or LIBOR Advances or to
fund or maintain Eurodollar Rate Advances or LIBOR Advances hereunder: (a) in
the case of Eurodollar Rate Advances, (i) the obligation of the Banks to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended until
the Agent shall notify the Borrower and the Banks that the circumstances causing
such suspension no longer exist and (ii) the Borrower shall forthwith prepay in
full all Eurodollar Rate Advances of all Banks then outstanding, together with
interest accrued thereon and any costs payable pursuant to Section 9.04(b),
unless the Borrower, within five Business Days of notice from the Agent,
Converts all Eurodollar Rate Advances of all Banks then outstanding into Base
Rate Advances in accordance with Section 2.08, and (b) in the case of LIBOR
Advances, such Bank shall no longer be obligated to fund any LIBOR Advance it
has agreed to fund thereafter.

     SECTION 2.12. Payments and Computations.

     (a) The Borrower shall make each payment hereunder and under the Notes not
later than 11:00 A.M. (New York City time) on the day when due free and clear of
any taxes, offset or other charge in United States dollars to the Agent at its
address referred to in Section 9.02 in same day funds. The Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest or facility fees (i) ratably (other than amounts payable
pursuant to Section 2.10, 2.13 or 9.04) to the Banks for the account of their
respective Applicable Lending Offices, in the case of Committed Rate Advances,
and to the applicable Designated Bidder (for the account of its Applicable
Lending Office), in the case of Competitive Bid Advances, and like funds
relating to the payment of any other amount payable to any Bank to such Bank for
the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.08(d), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder in respect of the interest assigned thereby to the Bank assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.


                                       42


<PAGE>   61

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

     (c) All computations of interest (other than interest on Base Rate
Advances) and of fees shall be made on the basis of a year of 360 days, and all
computations of interest on Base Rate Advances shall be made on the basis of a
year of 365 or 366 days (as the case may be), in each case for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable. Each determination by the
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

     (d) Whenever any payment hereunder or under the Notes shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fee, as the case
may be; provided, however, if such extension would cause payment of interest on
or principal of Eurodollar Rate Advances or LIBOR Advances to be made in the
next following calendar month, such payment shall be made on the next preceding
Business Day.

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

     (f) Notwithstanding any provision in this Agreement or any other Loan
Document to the contrary, all payments received by the Agent under the other
Loan Documents, the application of which are not provided for in such Loan
Documents, may be held as Collateral for, and/or then or at any time thereafter
be applied in whole or in part by the Agent for the ratable benefit of the Banks
(except in the case of Competitive Bid Advances), against all or part of the
Advances or other obligations of the Borrower hereunder or under the other Loan
Documents, in such order and manner as the Agent shall elect.

     SECTION 2.13. Taxes.

     (a) Any and all payments by the Borrower hereunder or under the Notes shall
be made, in accordance with Section 2.12, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities


                                       43

<PAGE>   62

with respect thereto, excluding, in the case of each Bank and the Agent, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction
under the laws of which such Bank or the Agent (as the case may be) is organized
or any political subdivision thereof and, in the case of each Bank, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction of
such Bank's Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Bank or the Agent, (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.13) such Bank or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

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

     (c) The Borrower will indemnify each Bank and the Agent for the full amount
of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this Section 2.13) paid by
such Bank or the Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within 30 days from the date such Bank or the
Agent (as the case may be) makes written demand therefor.

     (d) Within 30 days after the date of any payment of Taxes, the Borrower
will furnish to the Agent, at its address referred to in Section 9.02, the
original or a certified copy of a receipt evidencing payment thereof.

     (e) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.13 shall survive the payment in full of principal and interest
hereunder and under the Notes.

     (f) Prior to the date of the first Borrowing under this Agreement in the
case of each Bank party hereto on the date hereof, on the date of the
effectiveness of the Assignment and Acceptance pursuant to which it became a
Bank in the case of each other Bank, and within 30 days following the first day
of each calendar year or if otherwise requested from time to time by the
Borrower or the Agent, each Bank organized under the laws of a jurisdiction
outside the United States shall provide the Agent and the Borrower with two
counterparts of each of the forms prescribed by the Internal Revenue Service
(Form 1001 or 4224, or successor form(s), as


                                       44


<PAGE>   63

the case may be, or another appropriate form) of the United States certifying as
to such Bank's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Bank under any
Loan Document. Unless the Borrower and the Agent have received such forms or
other documents satisfactory to them indicating that payments under any Loan
Document are not subject to United States withholding tax, the Borrower or the
Agent (if not withheld by the Borrower) shall withhold taxes from such payments
at the applicable statutory rate, without any obligation to "grossup" or make
such Bank or the Agent whole under Section 2.13(a); provided, however, that the
Borrower shall have the obligation to make such Bank or the Agent whole and to
"gross-up" under Section 2.13(a), if the failure to so deliver such forms or
make such statements (other than the forms and statements required to be
delivered on or made prior to the date of the initial Borrowing, on the date of
the Assignment and Acceptance pursuant to which an Eligible Assignee became a
Bank) is the result of the occurrence of an event (including, without
limitation, any change in treaty, law or regulation) which (alone or in
conjunction with other events) renders such forms inapplicable, that would
prevent such Bank or the Agent from making the statements contemplated by such
forms or which removes or reduces an exemption (whether partial or complete)
from withholding tax previously available to such Bank or the Agent. Each Bank
(and the Agent, if applicable) will promptly notify the Borrower of the
occurrence (when known to it) of an event contemplated by the foregoing proviso.

     SECTION 2.14. Sharing of Payments. Etc. If any Bank shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of any Committed Rate Advances made by it
(other than pursuant to Section 2.10, 2.13 or 9.04) in excess of its ratable
share of payments on account of such Committed Rate Advances obtained by all the
Banks, such Bank shall forthwith purchase from the other Banks such
participations in such Committed Rate Advances made by them as shall be
necessary to cause such purchasing Bank to share the excess payment ratably with
each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Bank, such purchase from
each Bank shall be rescinded and such Bank shall repay to the purchasing Bank
the purchase price to the extent of such recovery together with an amount equal
to such Bank's ratable share (according to the proportion of (i) the amount of
such Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Borrower agrees
that any Bank so purchasing a participation from another Bank pursuant to this
Section 2.14 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Bank were the direct creditor of the Borrower
in the amount of such participation.

     SECTION 2.15. Evidence of Debt/Register.

     (a) The Debt of the Borrower resulting from the Committed Rate A Advances,
Committed Rate B Advances and Competitive Bid Advances shall be evidenced by the
Committed Rate A Notes, the Committed Rate B Notes and the Competitive Bid
Notes,


                                       45

<PAGE>   64

respectively, delivered to the Banks pursuant to Article IV, and the remaining
principal amount thereof shall be recorded by the Banks, and, prior to any
transfer, endorsed on the grids thereto in accordance with the terms of the
Notes. The Agent shall also maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower under this
Agreement and the amounts of principal and interest payable and paid to each
Bank from time to time under this Agreement.

     (b) The Register maintained by the Agent pursuant to Section 9.08(c) shall
include a control account, and a subsidiary account for each Bank, in which
accounts (taken together) shall be recorded: (i) the date and amount of each
Borrowing, the Commitment to which such Borrowing relates, the Type of Advance
comprising such Borrowing and the Interest Period applicable thereto (if any)
from time to time, (ii) the terms of each Assignment and Acceptance delivered to
and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Bank, and (iv)
the amount of any sum received by the Agent from the Borrower hereunder and each
Bank's share thereof.

     SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be used
by the Borrower for Capital Investments (to the extent permitted under this
Agreement), acquisitions of Facilities and Related Businesses (to the extent
permitted under this Agreement) and other general corporate purposes.

     SECTION 2.17. Outstanding Advances Under Existing Credit Agreement.

     (a) Conversion to Advances Hereunder; Termination of Commitment under
Existing Credit Agreement. On the Fifth Amendment and Restatement Closing Date:
(i) all outstanding Existing Base Rate Advances shall automatically become Base
Rate Advances under the A Commitment as if Borrowed on the Fifth Amendment and
Restatement Closing Date and shall thereafter bear interest as provided herein
and payable at such times and otherwise on such terms as are provided herein for
Base Rate Advances under the A Commitment, (ii) there shall be no outstanding
Existing Eurodollar Rate Advances or Existing Competitive Bid Advances, and
(iii) the Commitments, as such term is defined in the Existing Credit Agreement,
shall be permanently terminated in full.

     (b) Adjustment Assignments and Payments Among Lenders. Notwithstanding the
requirements set forth in Section 9.08 or any other provision to the contrary
contained herein, on the Fifth Amendment and Restatement Closing Date, through
the Agent, the Lenders shall enter into such assignments and make such payments
(including any accrued interest or fees) in immediately available funds among
themselves as shall be necessary for each Lender to have funded its ratable
share, in accordance with its Commitment hereunder, of all Existing Base Rate
Advances as if such Advances were borrowed on the Fifth Amendment and
Restatement Closing Date hereunder and to participate, in accordance with its A
Commitment hereunder, in all Letters of Credit outstanding on the Fifth
Amendment and Restatement Closing Date.


                                       46

<PAGE>   65

                                   ARTICLE III
                         AMOUNT AND TERMS OF LETTERS OF
                        CREDIT AND PARTICIPATIONS THEREIN

     SECTION 3.01. Letters of Credit. Each Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to Issue for the account of the Borrower, one
or more Letters of Credit from time to time during the period from the Fifth
Amendment and Restatement Closing Date until the date which occurs 30 days
before the A Revolver Termination Date in an aggregate undrawn amount not to
exceed at any time $20,000,000, each such Letter of Credit upon its Issuance to
expire on or before the earlier of (x) the date which occurs one year from the
date of its Issuance or (y) the A Revolver Termination Date; provided, however,
that any letter of credit issued under the Existing Credit Agreement which
continues to be undrawn in whole or in part on the Fifth Amendment and
Restatement Closing Date shall be deemed to be a Letter of Credit Issued
hereunder; provided, further, no Issuing Bank shall be obligated or permitted to
Issue any Letter of Credit if:

          (i) after giving effect to the Issuance of such Letter of Credit, the
     then outstanding aggregate amount of the Letter of Credit Liability and all
     A Advances (including any A Advances required to be made but not funded)
     shall exceed the aggregate amount of the A Commitments of the Banks; or

          (ii) the Agent or the Majority Banks shall have notified such Issuing
     Bank and the Borrower, that no further Letters of Credit are to be Issued
     by such Issuing Bank due to failure to meet any of the applicable
     conditions set forth in Article IV, and such notice has not expired or been
     withdrawn by the Majority Banks.

Within the limits of the obligations of each Issuing Bank set forth above, the
Borrower may request an Issuing Bank to Issue one or more Letters of Credit,
reimburse such Issuing Bank for payments made thereunder pursuant to Section
3.03(a), and request any Issuing Bank to Issue one or more additional Letters of
Credit under this Section 3.01.

     SECTION 3.02. Issuing the Letters of Credit. Each Letter of Credit shall be
Issued on at least five Business Days' notice from the Borrower to the Issuing
Bank specifying the date, amount, expiry, and beneficiary thereof, accompanied
by such application and agreement for letter of credit and other documents as
the Issuing Bank may specify to the Borrower, each in form and substance
satisfactory to the Issuing Bank. On the date specified by the Borrower in such
notice and upon fulfillment of the applicable conditions set forth in Section
3.01 and Article IV, the Issuing Bank shall Issue such Letter of Credit in the
form specified in such notice and such application and agreement for letter of
credit and shall promptly notify the Agent thereof.



                                       47

<PAGE>   66

         SECTION 3.03.  Reimbursement Obligations.

     (a) Notwithstanding any provisions to the contrary in any application and
agreement for letter of credit applicable to any Letter of Credit, the Borrower
shall:

          (i) pay to the Issuing Bank an amount equal to, and in reimbursement
     for, each amount which such Issuing Bank pays under any Letter of Credit on
     or before the earlier of (A) the time specified therefor in the application
     and agreement for letter of credit applicable to such Letter of Credit or
     (B) the date which occurs one Business Day after payment of such amount by
     such Issuing Bank under such Letter of Credit; and

          (ii) pay to the Issuing Bank interest on any amount remaining unpaid
     under clause (i) above from the date on which such Issuing Bank pays such
     amount under any Letter of Credit until such amount is reimbursed in full
     to such Issuing Bank pursuant to clause (i) above, payable on demand, at a
     fluctuating rate per annum equal to the sum of the Base Rate in effect from
     time to time, provided that any such amount which is not reimbursed to such
     Issuing Bank within one Business Day after notice thereof by the Issuing
     Bank shall thereafter bear interest, until such amount is reimbursed in
     full to such Issuing Bank pursuant to clause (i) above, payable on demand,
     at the Base Rate in effect from time to time plus 2-1/2% per annum.

     (b) All amounts to be reimbursed to the Issuing Bank in accordance with
subsection (a) above may, subject to the limitations set forth in Section 2.01
(exclusive of the minimum borrowing limitations), be paid from the proceeds of
Committed Rate A Advances. The Borrower hereby authorizes the Banks to make
pursuant to Section 2.01 Committed Rate A Advances which are in the amounts of
the reimbursement obligations of the Borrower set forth in subsection (a) above,
and further authorizes the Agent (i) to give the Banks, pursuant to Section
2.01(c), a Notice of Borrowing with respect to the Borrowing comprised of such
Advances (which shall be Base Rate Advances) and (ii) to distribute the proceeds
of such Advances to the Issuing Bank to pay such amounts. The Borrower agrees
that all such Advances so made shall be deemed to have been requested by it, and
directs that all proceeds thereof shall be used to pay such reimbursement
obligations under subsection (a) above.

     SECTION 3.04. Participations Purchased by the Banks.

     (a) On the date of Issuance of each Letter of Credit, the Issuing Bank
shall be deemed irrevocably and unconditionally to have sold and transferred to
each Bank without recourse or warranty, and each Bank shall be deemed to have
irrevocably and unconditionally purchased and received from such Issuing Bank,
an undivided interest and participation, to the extent of such Bank's Commitment
Percentage, in effect from time to time, in such Letter of Credit and all Letter
of Credit Liability relating to such Letter of Credit and all Loan Documents
securing, guaranteeing, supporting, or otherwise benefiting the payment of such
Letter of Credit Liability. As to each Letter of Credit Issued or to be Issued
by the Issuing Bank, the Agent will promptly


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<PAGE>   67

(after it receives notification from the Issuing Bank pursuant to Section 3.02)
notify each Bank of such Letter of Credit and its date of Issue, amount, expiry,
and reference number.

     (b) In the event that any reimbursement obligation under Section 3.03(a) is
not paid when due to the Issuing Bank with respect to any Letter of Credit, the
Issuing Bank shall promptly notify the Agent to that effect, and the Agent shall
promptly notify the Banks of the amount of such reimbursement obligation and
each Bank shall immediately pay to the Issuing Bank, in lawful money of the
United States and in same day funds, an amount equal to such Bank's Commitment
Percentage then in effect of the amount of such unpaid reimbursement obligation
with interest at the Federal Funds Rate for each day after such notification
until such amount is paid to the Agent.

     (c) Promptly after the Issuing Bank receives a payment on account of a
reimbursement obligation with respect to any Letter of Credit, the Issuing Bank
shall promptly pay to the Agent, and the Agent shall promptly pay to each Bank
which funded its participation therein, in lawful money of the United States and
in the kind of funds so received, an amount equal to such Bank's ratable share
thereof.

     (d) Upon the request of any Bank, the Agent shall furnish to such Bank
copies of any Letter of Credit and any application and agreement for letter of
credit and other documents related thereto as may be reasonably requested by
such Bank.

     (e) The obligation of each Bank to make payments under Section 3.04(b)
above shall be unconditional and irrevocable and shall be made under all
circumstances, including, without limitation, any of the circumstances referred
to in Section 3.06(b).

     (f) If any payment received on account of any reimbursement obligation with
respect to a Letter of Credit and distributed to a Bank as a participant under
Section 3.04(c) is thereafter recovered from the Issuing Bank in connection with
any bankruptcy or insolvency proceeding relating to the Borrower, each Bank
which received such distribution shall, upon demand by the Agent, repay to the
Issuing Bank such Bank's ratable share of the amount so recovered together with
an amount equal to such Bank's ratable share (according to the proportion of (i)
the amount of such Bank's required repayment to (ii) the total amount so
recovered) of any interest or other amount paid or payable by such Issuing Bank
in respect of the total amount so recovered.

     SECTION 3.05. Letter of Credit Fees.

     (a) The Borrower hereby agrees to pay nonrefundable letter of credit fees
with respect to each Letter of Credit on the maximum amount available to be
drawn under such Letter of Credit from time to time after giving effect to
scheduled reductions thereof (the determination of such maximum amount to assume
compliance with all conditions for drawing) from the date of Issuance of such
Letter of Credit until the expiry date of such Letter of Credit, (i) to each
Bank (in accordance with its A Commitment Percentage) at a rate equal to (A) the
Applicable Eurodollar Rate Margin for A Advances from time to time in effect
less (B) 1/8 of one percent


                                       49



<PAGE>   68

per annum and (ii) to the Issuing Bank at a rate equal to 1/8 of one percent per
annum, for the number of months or any fraction thereof that such Letter of
Credit is outstanding, payable in advance on the date of Issuance of each Letter
of Credit and on the last day of each March, June, September and December
thereafter prior to the expiry date of such Letter of Credit for the number of
months or fraction thereof until the earlier of (A) the expiry date of such
Letter of Credit and (B) the date three months after such date.

     (b) The Borrower shall pay to the Issuing Bank, for its own account and on
demand, sums equal to standard fees (other than its letter of credit fee),
charges and expenses that such Issuing Bank may impose, pay or incur in
connection with the Issuance, amendment, administration, transfer or
cancellation of any or all Letters of Credit or in connection with any payment
by such Issuing Bank thereunder.

     SECTION 3.06. Indemnification: Nature of the Issuing Bank's Duties.

     (a) The Borrower agrees to indemnify and save harmless the Agent, each
Issuing Bank and each Bank from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys' fees) which the Agent, such Issuing Bank or such Bank may incur or be
subject to as a consequence, direct or indirect, of (i) the Issuance of any
Letter of Credit or (ii) any action or proceeding relating to a court order,
injunction, or other process or decree restraining or seeking to restrain such
Issuing Bank from paying any amount under any Letter of Credit.

     (b) The obligations of the Borrower hereunder with respect to Letters of
Credit shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms hereof under all circumstances, including, without
limitation, any of the following circumstances:

          (i) any lack of validity or enforceability of any Letter of Credit or
     Loan Document or any agreement or instrument relating thereto;

          (ii) the existence of any claim, setoff, defense or other right which
     the Borrower may have at any time against the beneficiary, or any
     transferee, of any Letter of Credit, or any Issuing Bank, any Bank, or any
     other Person;

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

          (iv) any lack of validity, effectiveness, or sufficiency of any
     instrument transferring or assigning or purporting to transfer or assign
     any Letter of Credit or the rights or benefits thereunder or proceeds
     thereof, in whole or in part;

          (v) any loss or delay in the transmission or otherwise of any document
     required in order to make a drawing under any Letter of Credit or of the
     proceeds thereof;



                                       50

<PAGE>   69

          (vi) the release or non-perfection of any Collateral or the amendment,
     modification or termination of any Collateral Document;

          (vii) any failure of the beneficiary of a Letter of Credit to strictly
     comply with the conditions required in order to draw upon any Letter of
     Credit;

          (viii) any misapplication by the beneficiary of any Letter of Credit
     of the proceeds of any drawing under such Letter of Credit; or

          (ix) any other circumstance or happening whatsoever, whether or not
     similar to the foregoing;

provided, that, notwithstanding the foregoing, neither an Issuing Bank nor the
Agent shall be relieved of any liability it may otherwise have as a result of
its gross negligence or willful misconduct.

     SECTION 3.07. Increased Costs.

     (a) Change in Law. If any change in any law or regulation or in the
interpretation thereof by any court or administrative or governmental authority
charged with the administration thereof shall either (i) impose, modify or deem
applicable any reserve, special deposit or similar requirement against letters
of credit issued by an Issuing Bank or (ii) impose on such Issuing Bank or any
Bank any other condition regarding letters of credit or, in the case of such
Bank, its participation hereunder in Letters of Credit, and the result of any
event referred to in the preceding clause (i) or (ii) shall be to increase the
cost to such Issuing Bank of Issuing or maintaining or, in the case of such
Bank, having a participation in Letters of Credit, then, upon demand by such
Issuing Bank or such Bank (with a copy to the Agent), the Borrower shall
immediately pay to such Issuing Bank or such Bank from time to time as specified
by such or such Bank (with a copy to the Agent) additional amounts which shall
be to compensate such Issuing Bank or such Bank for such increased cost. Each
certificate as to such increased cost, and amount thereof, incurred by any
Issuing Bank or any Bank as a result of any event mentioned in clause (i) or
(ii) above, submitted by such Issuing Bank or such Bank to the Borrower and the
Agent, shall set out in reasonable detail the calculation of such amounts and
shall be conclusive and binding for all purposes, absent manifest error.

     (b) Capital. If any Issuing Bank or any Bank determines that compliance
with any law or regulation or with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law)
has or would have the effect of reducing the rate of return on the capital of
any Issuing Bank or such Bank or any corporation controlling such Issuing Bank
or such Bank as a consequence of, or with reference to, such Issuing Bank's
commitment to issue, issuance of, or, with respect to such Bank's commitment, to
participate in, any Letter of Credit hereunder below the rate that such Issuing
Bank, such Bank or such other corporation could have achieved but for compliance
(taking into account the policies of such Issuing Bank, such Bank or corporation
with capital), then the Borrower, shall from time to time,


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<PAGE>   70

upon demand by such Issuing Bank or such Bank (with a copy of such demand to the
Agent), immediately pay to such Issuing Bank or such Bank additional amounts
sufficient to compensate such Issuing Bank or other corporation for such
reduction. A certificate as to such amounts, to the Borrower and the Agent by
such Issuing Bank or such Bank, shall be conclusive and binding for all
purposes, absent manifest error. Each Issuing Bank and each Bank agree promptly
to notify the Borrower and the Agent of any circumstances that would Borrower to
pay additional amounts pursuant to this subsection (b), provided that the
failure to give such notice shall not affect the Borrower's obligation to pay
such additional amounts hereunder.

     (c) Survival of Obligations. Without prejudice to the survival of any other
obligation of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 3.07 shall survive the payment in full of the
A Advances (after the A Revolver Termination Date).

     SECTION 3.08. Uniform Customs and Practice. The Uniform Customs and
Practice for Documentary Credits as most recently published by the International
Chamber of Commerce ("UCP") shall in all respects be deemed a part of this
Article III as if incorporated herein and shall apply to the Letters of Credit.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

     SECTION 4.01. Conditions Precedent to Any Borrowing and Letter of Credit.
The obligation of each Bank to make an Advance on the occasion of any Borrowing,
and the obligation of each Issuing Bank to Issue any Letter of Credit, shall be
subject to the conditions precedent that on the date of such Borrowing or
Issuance (a) the following statements shall be true and the Agent shall have
received a certificate signed by a duly authorized officer of the Borrower,
dated the date of such Borrowing or Issuance, stating that such statements are
true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by the Borrower of the proceeds of such Borrowing or the issuance of
such Letter of Credit shall constitute a representation and warranty by the
Borrower and each Loan Party (as to each Loan Document to which it is a party)
that on the date of such Borrowing or such Issuance such statements are true):

          (i) the representations and warranties contained in Section 5.01 of
     this Agreement, in Section 6 of each Guaranty, in Section 4 of the Pledge
     Agreement, and in Section 11 of the Intercompany Subordination Agreement,
     are correct on and as of the date of such Borrowing or Issuance, before and
     after giving effect to such Borrowing or Issuance and to the application of
     the proceeds therefrom, as though made on and as of such date; and

          (ii) no event has occurred and is continuing, or would result from
     such Borrowing or such Issuance or from the application of the proceeds
     therefrom, which


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<PAGE>   71

     constitutes an Event of Default or would constitute an Event of Default but
     for the requirement that notice be given or time elapse or both;

and (b) the Competitive Bid A Note in the case of an A Borrowing or a
Competitive Bid B Note in the case of a B Borrowing, duly executed by the
Borrower, to the order of the appropriate Designated Bidder, shall have been
received by the Agent, and (c) the Agent shall have received such other
approvals, opinions or documents as the Agent may reasonably request.

         SECTION 4.02 Conditions Precedent to Fifth Amendment and
Restatement. The effectiveness of the Fifth Amendment and Restatement is subject
to the following conditions precedent:

          (i) The Agent shall have received payment, in immediately available
     funds, of all interest, fees and charges outstanding on the Fifth Amendment
     and Restatement Closing Date under the Existing Credit Agreement (after
     giving effect to Section 2.17).

          (ii) The Agent shall have received the following documents, each in
     form and substance satisfactory to the Agent and (except for the Committed
     Rate Notes) in sufficient copies for each Bank:

               (a) This Agreement, duly executed by the Borrower and the Banks.

               (b) The Committed Rate A Notes and the Committed Rate B Notes,
          each duly executed by the Borrower, to the order of the appropriate
          Banks.

               (c) The Acknowledgment and Consent, duly executed by each
          Guarantor.

               (d) The Pledge Agreement, duly executed by each Pledgor, and all
          documents or instruments evidencing any Collateral upon which a Lien
          is granted or purported to be granted to the Banks thereunder which
          has not been delivered to the Agent previously and, where appropriate,
          accompanied by undated stock powers or instruments of transfer
          executed in blank or executed endorsements in blank.

               (e) Certified copies of the (i) resolutions of the Board of
          Directors of each Loan Party approving each Fifth Amendment and
          Restatement Loan Document to which it is a party, and of all documents
          evidencing other necessary corporate action and governmental
          approvals, if any, with respect to each such Fifth Amendment and
          Restatement Loan Document, (ii) all documents evidencing other
          corporate action or governmental approvals, if any, necessary or, in
          the reasonable opinion of the Agent, advisable in connection with the
          execution, delivery and performance of each Fifth Amendment and
          Restatement Loan Document; (iii) the certificate of incorporation and
          by-laws of the Borrower and



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<PAGE>   72

          of each of its Subsidiaries, as amended through the Fifth Amendment
          and Restatement Closing Date or, with respect to any of the Borrower's
          Subsidiaries, a certification that such Subsidiary's articles of
          incorporation and bylaws delivered to the Agent in connection with the
          Fourth Amendment and Restatement are true and correct copies of the
          articles of incorporation and bylaws of such Subsidiary and that such
          articles of incorporation and bylaws have not been amended or
          otherwise modified since the date such copies were delivered to the
          Agent and (iv) good standing certificates with respect to the Borrower
          and each of its Subsidiaries from the Secretary of State (or similar
          official) of the state in which the Borrower or such Subsidiary is
          incorporated.

               (f) A certificate of the Secretary or an Assistant Secretary of
          each Loan Party certifying the names and true signatures of the
          officers of such Loan Party authorized to sign each Fifth Amendment
          and Restatement Loan Document to which it is a party and the other
          documents to be delivered hereunder.

               (g) A Solvency Certificate, duly executed by the treasurer or
          chief financial officer of each Loan Party.

               (h) A certificate of the Borrower, signed on behalf of the
          Borrower by its President or a Vice President, dated the Fifth
          Amendment and Restatement Closing Date, certifying as to the absence
          of any event occurring and continuing, or resulting from the Fifth
          Amendment and Restatement, that constitutes an Event of Default or
          would constitute an Event of Default but for the requirement that
          notice be given or time elapse or both.

               (i) Favorable opinions of N. Carolyn Forehand, general counsel of
          the Borrower, and Waller Lansden Dortch & Davis, special counsel for
          the Borrower and the other Loan Parties, substantially in the forms of
          Exhibit J.

               (j) A favorable opinion of Gibson, Dunn & Crutcher LLP, counsel
          for the Agent, satisfactory to the Agent.

               (k) Such other agreements, certificates, financing statements,
          consents and other documents that the Agent or any Bank may reasonably
          request.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     SECTION 5.01. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:



                                       54

<PAGE>   73

          (a) Each of the Borrower and its Subsidiaries is a corporation duly
     incorporated, validly existing and in good standing under the laws of its
     respective jurisdiction of incorporation, is duly qualified as a foreign
     corporation and is in good standing in each jurisdiction as to which the
     location of its assets or the nature of its business makes qualification
     necessary, and has all power, corporate or otherwise, to conduct its
     business and to own, or hold under lease, its assets, and to execute and
     deliver, and to perform all of its obligations under, each of the Loan
     Documents to which it is or will be a party.

          (b) The execution, delivery and performance by each Loan Party of each
     Loan Document to which it is or will be a party are within such Loan
     Party's corporate powers, have been duly authorized by all necessary
     corporate action, and do not contravene (i) such Loan Party's charter or
     by-laws, or (ii) any law, rule, regulation (including, without limitation,
     Regulation G, T, U or X of the Board of Governors of the Federal Reserve
     System), order, writ, judgment, injunction, decree, determination or award
     binding on or affecting such Loan Party or any of its properties, or (iii)
     any contractual restriction binding on or affecting such Loan Party or any
     of its properties, and do not result in or require the creation of any Lien
     (other than pursuant hereto) upon or with respect to any of its properties;
     and no Loan Party is in default in any material respect under any such law,
     rule, regulation, order, writ, judgment, injunction, decree, determination,
     award or restriction.

          (c) No authorization or approval or other action by, and no notice to
     or filing with, any governmental authority or regulatory body is required
     for the due execution, delivery and performance by any Loan Party of any
     Loan Document to which it is or will be a party except for those which have
     been duly obtained or made and are in full force and effect.

          (d) This Agreement is, and each other Loan Document to which each Loan
     Party will be a party when executed and delivered hereunder will be, the
     legal, valid and binding obligation of such Loan Party enforceable against
     such Loan Party in accordance with its terms.

          (e) The Consolidated balance sheets of the Borrower and its
     Subsidiaries as at December 31, 1995 and the related Consolidated
     statements of operations, stockholders' equity and cash flow of the
     Borrower and its Subsidiaries for the fiscal year then ended, copies of
     which have been furnished to the Agent, fairly present the financial
     condition of the Borrower and its Subsidiaries as at such date and the
     results of the operations of the Borrower and its Subsidiaries for the year
     ended on such date, all in accordance with generally accepted accounting
     principles consistently applied, and since December 31, 1995 there has been
     no material adverse change, in the business, prospects or condition
     (financial or otherwise) or in the results of operations of the Borrower
     and its Subsidiaries taken as a whole.


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<PAGE>   74

               (f) (i) Each Loan Party has good title to all of the presently
          existing Collateral covered by the Collateral Documents to which it is
          or will be a party, free and clear of all Liens, except for Liens
          created under the Collateral Documents and Permitted Liens.

                 (ii) Schedule II sets forth a complete and accurate description
          and list of the locations, by state and street address, and the Person
          which owns all Real Property or interest in Real Property of the
          Borrower and its Subsidiaries as of the date hereof.

                 (iii) Each Lease or other agreement relating to the Real
          Property described in Schedule II is a valid and subsisting Lease or
          other agreement and is in full force and effect in accordance with the
          terms thereof; and the Borrower or its Subsidiary is in possession of
          all such leaseholds and no material default by the Borrower or any of
          its Subsidiaries exists under any such Lease or other agreement and,
          to the best of the Borrower's knowledge, no lessor has any accrued
          right to terminate any such Lease or other agreement on account of a
          default by the Borrower or its Subsidiaries.

          (g) As of the date hereof, the Borrower has delivered to the Agent a
     true and complete copy of each Service Agreement and of each amendment or
     modification thereof. Each such Service Agreement is a valid and subsisting
     agreement and is in full force and effect in accordance with the terms
     thereof; and no material default by the Borrower or any of its Subsidiaries
     exists under any such Service Agreement and, to the best of the Borrower's
     knowledge, no party to any of the Service Agreements has any accrued right
     to terminate any such Service Agreement on account of a default by the
     Borrower or any of its Subsidiaries.

          (h) Other than as set forth on Schedule VII, no judgment, order,
     decree, injunction or other restraint affecting any Loan Party has been
     rendered or imposed by any court, governmental agency or arbitrator, and
     there is no pending or, to the best knowledge of the Borrower, threatened
     action or proceeding affecting any Loan Party before any court,
     governmental agency or arbitrator, which may materially adversely affect
     the business, prospects or condition (financial or otherwise) or operations
     of the Borrower and its Subsidiaries, taken as a whole, or which purports
     to affect the legality, validity or enforceability of this Agreement or any
     other Loan Document.

          (i) Set forth on Schedule III is a complete and accurate list of all
     of the Subsidiaries of the Borrower as of the date hereof, showing as of
     such date (as to each such Subsidiary) the jurisdiction of its
     incorporation, the number of shares of each class of Securities outstanding
     on the date hereof, the direct owner of the outstanding shares of each such
     class owned, and the jurisdictions in which such Subsidiary is qualified to
     do business as a foreign corporation. There are no outstanding options,
     warrants, rights of conversion or purchase, and similar rights to acquire
     Securities of any of the Subsidiaries,


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<PAGE>   75

     except as set forth on Schedule III, and all of the outstanding Securities
     of all of the Subsidiaries has been validly issued, is fully paid and
     nonassessable and is owned by the Borrower free and clear of (i) all liens,
     security interests and other charges or encumbrances and (ii) any
     restrictions (other than laws, rules or regulations) on the ability to vote
     or alienate such Securities.

          (j) All information, exhibits and reports furnished in writing by or
     on behalf of the Borrower or any of its Subsidiaries and made available to
     the Agent or any Bank relating to the condition (financial or otherwise),
     operations, business or properties of the Borrower or such Subsidiary, are
     true, correct and complete and not misleading in all material respects.

          (k) With respect to all business plans and other forecasts and
     projections furnished by or on behalf of the Borrower or any of its
     Subsidiaries and made available to the Agent or any Bank relating to the
     financial condition, operations, business, properties or prospects of the
     Borrower or any of its Subsidiaries, to the best of the Borrower's
     knowledge: (i) all facts stated as such therein are true and complete in
     all material respects, (ii) all facts upon which the forecasts or
     projections therein contained are based are true and complete in all
     material respects, and (iii) all estimates and assumptions were made in
     good faith and believed to be reasonable at the time made.

          (l) Schedule V sets forth, as of the Fifth Amendment and Restatement
     Closing Date, all Debt of the Borrower and its Subsidiaries other than Debt
     representing miscellaneous liabilities not in excess of $5,000,000 in the
     aggregate.

          (m) Neither the business nor the properties of the Borrower or any of
     its Subsidiaries are affected by any strike, lockout, fire, explosion,
     earthquake, embargo, act of God or of the public enemy or other casualty
     which could have a material adverse effect on the business, prospects,
     condition (financial or otherwise) or results of operations of the Borrower
     and its Subsidiaries taken as a whole.

          (n) No ERISA Event has occurred with respect to any Plan or is
     reasonably expected to occur with respect to any Plan.

          (o) Schedule B (Actuarial Information) to the most recently completed
     annual report (Form 5500 Series) for each Plan of the Borrower or its
     Subsidiaries, copies of which have been or will be filed with the Internal
     Revenue Service and furnished to the Agent, is complete and accurate in all
     material respects and fairly presents the funding status of such Plan, and
     since the date of such Schedule B there has been no material adverse change
     in such funding status.

          (p) Neither the Borrower nor any ERISA Affiliate has incurred or is
     reasonably expected to incur any material Withdrawal Liability to any
     Multiemployer Plan.


                                       57

<PAGE>   76

          (q) Neither the Borrower nor any ERISA Affiliate has been notified by
     the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
     reorganization or has been terminated, within the meaning of Title IV of
     ERISA and no Multiemployer Plan is reasonably expected to be in
     reorganization or to be terminated, within the meaning of Title IV of
     ERISA.

          (r) The Borrower and its Subsidiaries on a Consolidated basis are, and
     each Loan Party individually is, and after receipt and application of the
     Advances in accordance with the terms of this Agreement and execution of
     each Loan Document to which it is or is to be a party will be, Solvent.

          (s) Neither the Borrower nor any Subsidiary of the Borrower is, or is
     required to be, registered under the Investment Company Act of 1940, as
     amended.

          (t) Each of the Borrower and its Subsidiaries is in compliance in all
     material respects with the provisions of all Environmental Laws. Neither
     the Borrower nor any of its Subsidiaries nor, to the knowledge of the
     Borrower, any other Person, has engaged in any Environmental Activity, nor,
     to the knowledge of the Borrower, has any Environmental Activity otherwise
     occurred, in material violation of any provision of any applicable
     Environmental Laws.

          (u) Neither the Borrower nor any of its Subsidiaries has any
     liability, absolute or contingent, in connection with any Environmental
     Activity the satisfaction of which could have a material adverse effect on
     the business, prospects, condition (financial or otherwise) or results of
     operations of the Borrower and its Subsidiaries taken as a whole.

          (v) The Borrower is not engaged in the business of extending credit
     for the purpose of purchasing or carrying margin stock (within the meaning
     of Regulation U issued by the Board of Governors of the Federal Reserve
     System). No proceeds of any Advance will be used to purchase or carry any
     margin stock (within the meaning of Regulation U issued by the Board of
     Governors of the Federal Reserve System) or to extend credit to others for
     the purpose of purchasing or carrying any margin stock (within the meaning
     of Regulation U issued by the Board of Governors of the Federal Reserve
     System) in violation of applicable law, including, without limitation,
     Regulation U issued by the Board of Governors of the Federal Reserve
     System.

          (w) The Intercompany Creditor (i) is not liable in respect of any Debt
     other than Intercompany Debt, (ii) has no other liabilities or obligations
     other than contingent obligations that are not material in amount in
     respect of operating leases entered into prior to May 1, 1993, and (iii)
     has not engaged in any operations, and has not received any notice of a
     claim or threatened claim in respect of any operations or the sale thereof,
     since May 1, 1993.


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<PAGE>   77

                                   ARTICLE VI
                            COVENANTS OF THE BORROWER

     SECTION 6.01. Affirmative Covenants. So long as any Note shall remain
unpaid, any Letter of Credit shall remain outstanding, any amount shall remain
due hereunder, or any Bank shall have any Commitment hereunder, the Borrower
will, unless the Majority Banks shall otherwise consent in writing:

          (a) Payment of Taxes, Etc. Pay and discharge, and cause each
     Subsidiary to pay and discharge, before the same shall become delinquent,
     (i) all taxes, assessments and governmental charges or levies imposed upon
     it or upon its property, and (ii) all lawful claims which, if unpaid, might
     by law become a Lien upon its property; provided, however, that neither the
     Borrower nor any Subsidiary shall be required to pay or discharge any such
     tax, assessment, charge or claim which is being contested in good faith and
     by proper proceedings and as to which appropriate reserves are being
     maintained.

          (b) Maintenance of Insurance. Maintain, and cause each of its
     Subsidiaries to maintain, insurance with responsible and reputable
     insurance companies or associations (i) in such amounts and covering such
     risks as is usually carried by companies engaged in similar businesses and
     owning similar properties in the same general areas in which the Borrower
     or such Subsidiary operates, and (ii) reasonably satisfactory to the Agent,
     and naming the Agent as an additional insured or as loss payee as the
     respective interests appear.

          (c) Preservation of Corporate Existence, Etc. Except as is otherwise
     expressly permitted hereby, preserve and maintain, and cause each
     Subsidiary to preserve and maintain, its corporate existence, rights
     (charter and statutory) and franchises.

          (d) Compliance with Laws, Etc. Comply, and cause each of its
     Subsidiaries to comply, in all material respects, with the requirements of
     all applicable laws, rules, regulations and orders, including, without
     limitation, all Environmental Laws relating to the Real Property and the
     ownership, use, operation and occupancy thereof.

          (e) Visitation Rights. At any reasonable time and from time to time
     after notice, permit the Agent or any of the Banks or any agents or
     representatives thereof, to examine and make copies of and abstracts from
     the records and books of account of, and visit the properties of, the
     Borrower and/or any of the Subsidiaries of the Borrower, and to discuss the
     affairs, finances and accounts of the Borrower and any such Subsidiary with
     any of their officers or directors and with their independent certified
     public accountants.


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<PAGE>   78

          (f) Keeping of Books. Keep, and cause each Subsidiary of the Borrower
     to keep, proper books of record and account, in which full and correct
     entries shall be made of all financial transactions and the assets and
     business of the Borrower and each such Subsidiary in accordance with
     generally accepted accounting principles consistently applied.

          (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each Subsidiary of the Borrower to maintain and preserve, all of its
     properties which are used or useful in the conduct of its business in good
     working order and condition, ordinary wear and tear excepted.

          (h) Compliance with Terms of All Leaseholds. Make all payments and
     otherwise perform, and cause each of its Subsidiaries to make all payments
     and otherwise perform, all of its material obligations in respect of all
     material Leases, and use its best efforts, and cause each of its
     Subsidiaries to use its best efforts, to keep, and to take all action to
     keep, such Leases in full force and effect and not allow any such Leases to
     lapse or be terminated or any rights to renew such Leases to be forfeited
     or canceled; provided, however, that any such Lease may lapse or be
     terminated or such renewal rights may be forfeited or canceled if in the
     reasonable business judgment of the Borrower or its Subsidiary, as the case
     may be, it is in its best economic interests to allow or cause such lapse,
     termination, forfeiture or cancellation.

          (i) Solvency. Continue, and cause each of its Subsidiaries to
     continue, to be Solvent.

          (j) Further Assurances.

               (A) If and to the extent requested by the Agent from time to
          time, execute and deliver such documents and take such other action,
          and cause each of its Subsidiaries to execute and deliver such
          documents and take such other action, as may be necessary or
          reasonably requested by the Agent, in order to assure and confirm that
          (i) all obligations under this Agreement (including reimbursement
          obligations in respect of outstanding Letters of Credit), the Notes or
          any of the other Loan Documents are at all times guaranteed on terms
          satisfactory to the Agent by Guaranties of each of its present and
          future Subsidiaries (other than Subsidiaries described in the proviso
          in the definition of "Guarantors" in Section 1.01) as requested by the
          Agent from time to time, and (ii) all obligations under this Agreement
          (including reimbursement obligations in respect of outstanding Letters
          of Credit), the Notes or any of the other Loan Documents are secured
          in a manner acceptable to the Agent and consistent with this Agreement
          and the Pledge Agreement.

               (B) Promptly upon the acquisition of the Securities of any
          Subsidiary by the Borrower or one of its Subsidiaries or, in the event
          the newly acquired



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<PAGE>   79

          Subsidiary owns no assets on the date of such acquisition, promptly
          upon the newly acquired Subsidiary acquiring assets, the Borrower
          will, and will cause each of its Subsidiaries to, pledge such
          Securities (or so much thereof as is contemplated by the definition of
          "Pledged Securities" in Section 1.01) of such newly acquired
          Subsidiary to the Agent pursuant to the Pledge Agreement, and will
          enter into, and will cause each of its Subsidiaries to enter into, the
          Guaranty, the Intercompany Subordination Agreement and/or such
          Collateral Documents, as the Agent may request.

               (C) Promptly upon the receipt of any instruments evidencing Debt
          owed to the Borrower or to any of its Subsidiaries by a third party,
          or, in the case of Intercompany Debt permitted under the terms of
          Section 6.02(p), promptly upon the creation of such Intercompany Debt,
          the Borrower will, and will cause each of its Subsidiaries, to pledge
          such instruments evidencing such newly acquired Debt or newly created
          Intercompany Debt, as the case may be, pursuant to the Pledge
          Agreement, and will deliver, and will cause each of its Subsidiaries
          to deliver, to the Agent the instruments evidencing such Debt in
          accordance with terms of the Pledge Agreement and, in the case of the
          Intercompany Debt, in accordance with the terms of the Intercompany
          Subordination Agreement.

          (k) Employment of Technology. Disposal of Hazardous Materials, Etc.
     (i) Employ, and cause each of its Subsidiaries to employ, in connection
     with its use, if any, of the Real Property, appropriate technology and
     compliance procedures to maintain compliance with any applicable
     Environmental Laws, (ii) obtain and maintain, and cause each of its
     Subsidiaries to obtain and maintain, any and all material permits required
     by applicable Environmental Laws in connection with its or its
     Subsidiaries' operations and (iii) dispose of, and cause each of its
     Subsidiaries to dispose of, any and all Hazardous Substances only at
     facilities and with carriers reasonably believed to possess valid permits
     under RCRA, if applicable, and any applicable state and local Environmental
     Laws. The Borrower shall use its best efforts, and cause each of its
     Subsidiaries to use its best efforts, to obtain all certificates required
     by law to be obtained by the Borrower and its Subsidiaries from all
     contractors employed by the Borrower or any of its Subsidiaries in
     connection with the transport or disposal of any Hazardous Substances.

          (l) Environmental Matters. If the Borrower or any of its Subsidiaries
     shall:

               (i) receive written notice that any material violation of any
          Environmental Laws may have been committed or is about to be committed
          by the Borrower or any of its Subsidiaries;

               (ii) receive written notice that any administrative or judicial
          complaint or order has been filed or is about to be filed against the
          Borrower or any of its Subsidiaries alleging any material violation of
          any Environmental Laws or requiring the Borrower or any of its
          Subsidiaries to take any action in connection


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<PAGE>   80

          with the release or threatened release of Hazardous Substances or
          solid waste into the environment; or

               (iii) receive written notice from a federal, state, foreign or
          local governmental agency or private party alleging that the Borrower
          or any of its Subsidiaries is liable or responsible for costs
          associated with the response to cleanup, stabilization or
          neutralization of any Environmental Activity;

     then it shall provide the Agent with a copy of such notice within five
     Business Days of the Borrower's or such Subsidiary's receipt thereof.
     Within ten days of the date the Borrower or such Subsidiary shall have
     learned of the enactment or promulgation of any Environmental Laws which
     may have a material adverse effect on the business, property, condition
     (financial or otherwise) or results of operations of the Borrower and its
     Subsidiaries, taken as a whole, the Borrower shall provide the Agent with
     notice thereof. The Borrower shall monitor compliance with Environmental
     Laws by any and all owners or operators of the Real Property.

          (m) Violation of Law, Etc. Prior to the Borrower or any Subsidiary of
     the Borrower commencing any acquisition of the stock of or other interest
     in assets of any Person, including, without limitation, commencing a merger
     or tender offer for shares of another Person, the Borrower will deliver to
     the Agent an opinion of the general counsel of the Borrower satisfactory to
     the Agent that such activity (taking into account Section 6.02(a) and the
     use or proposed use of the proceeds of any Advances in connection with such
     activity) does not violate any law, rule or regulation (including without
     limitation Regulation U issued by the Board of Governors of the Federal
     Reserve System).

     SECTION 6.02. Negative Covenants. So long as any Note shall remain unpaid,
any Letter of Credit shall remain outstanding, any amount shall remain due
hereunder, or any Bank shall have any Commitment hereunder, the Borrower will
not, without the written consent of the Majority Banks:

          (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
     any of its Subsidiaries to create, incur, assume or suffer to exist, any
     Lien upon or with respect to any of its properties of any character
     (including, without limitation, Accounts), whether now owned or hereafter
     acquired, or assign any right to receive income, or sign or file, or permit
     any of its Subsidiaries to sign or file, under the Uniform Commercial Code
     a financing statement that names the Borrower or any of its Subsidiaries as
     debtor or the equivalent or sign, or permit any of its Subsidiaries to
     sign, any security agreement authorizing any secured party thereunder to
     file any such financing statement or other document, or assign, or permit
     any of its Subsidiaries to assign, any Accounts, excluding, however, from
     the operation of the foregoing restrictions the Liens created by or
     pursuant to the Loan Documents and Permitted Liens.


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<PAGE>   81

          (b) Restrictive Covenants. Enter into, or permit any of its
     Subsidiaries to enter into, any agreement or instrument (other than the
     Loan Documents) (i) which restricts the ability of the Borrower or any of
     its Subsidiaries to create or suffer to exist any Lien upon or with respect
     to its Securities, whether now or hereafter issued, or upon or with respect
     to any of its properties, whether now owned or leased or hereafter acquired
     or leased, except in connection with transactions contemplated by clause
     (v) of the definition "Permitted Lien" in which case any such agreement
     shall be limited to the property acquired in connection with such
     transactions and any Lien granted is limited as provided in said clause (v)
     and except for investments of no more than $10,000,000 in any individual
     case (or series of individual cases), but in no event more than $20,000,000
     in the aggregate at any time, by the Borrower and its Subsidiaries in any
     Person which is not a Subsidiary, in which the Borrower or its Subsidiaries
     hold less than 50% of the equity interest and as to which the Borrower or
     its Subsidiaries are prohibited by law to grant a Lien on any such equity
     interest, or (ii) which restricts the ability of any Subsidiary of the
     Borrower to (A) pay dividends or make other distributions on its Securities
     or to the Borrower or any other Subsidiary of the Borrower, (B) make any
     loan or advance to the Borrower or any of its Subsidiaries, or (C) create,
     incur, assume or suffer to exist, or pay or prepay, any Intercompany Debt,
     provided, that any such agreement or instrument mandated by any federal
     law, rule or regulation or order governing the business of the Borrower and
     its Subsidiaries shall not be a violation of this Section 6.02(b)(ii).

          (c) Debt. Create, incur, assume or suffer to exist, or permit any of
     its Subsidiaries to create, incur, assume or suffer to exist, any Debt
     other than:

               (i) Debt hereunder;

               (ii) Debt under the Loan Documents;

               (iii) Debt secured by Liens permitted by clause (v) of the
          definition of "Permitted Lien";

               (iv) the Debt listed on Schedule V, provided that such Debt may
          be renewed, extended or otherwise modified on terms no less favorable
          to the Borrower or its Subsidiaries or the Banks than the existing
          terms of such Debt;

               (v) Debt not otherwise permitted by this Section 6.02(c) incurred
          by the Borrower and/or its Subsidiaries (other than the Intercompany
          Creditor) in connection with the acquisition of any Facility (or the
          assets thereof), any Existing Clinic Acquisition or the acquisition of
          any Related Business, so long as such acquisition satisfies all the
          conditions precedent set forth in Section 6.02(f)(i) or (ii), as the
          case may be;


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<PAGE>   82

               (vi) convertible Subordinated Debt incurred by the Borrower or
          any Subsidiary of the Borrower (other than the Intercompany Creditor)
          in connection with the acquisition of a Facility (or the assets
          thereof), any Existing Clinic Acquisition or the acquisition of any
          Related Business, provided that the holder of any such Debt shall have
          executed and delivered a Subordination Agreement to the Agent;

               (vii) Subordinated Debt, whether convertible or not, in an
          aggregate principal amount not in excess of $100,000,000; provided
          that (a) the Agent and the Majority Banks shall have approved in
          writing prior to the issuance thereof the terms and conditions
          relating to the issuance of such Subordinated Debt, including the
          terms of any indenture executed in connection therewith, and (b) the
          Borrower shall deliver to the Agent all Net Cash Proceeds, deferred
          cash proceeds and noncash proceeds of such issuance in accordance with
          Section 2.09(d);

               (viii) any Debt permitted under the terms of Section 6.02(i) or
          6.02(p);

               (ix) Contingent Obligations permitted under Section 6.02(d);

               (x) Debt under any interest rate protection, hedge, cap, collar,
          swap or similar agreement entered into by the Borrower with any of the
          Banks or their respective Affiliates from time to time; and

               (xi) unsecured Senior Debt in an aggregate principal amount not
          in excess of $50,000,000 incurred by the Borrower or any of its
          Subsidiaries (other than the Intercompany Creditor) to fund any
          Existing Clinic Acquisition or the acquisition of any Facility (or the
          assets thereof) or any Related Business; provided, however, that such
          unsecured Senior Debt contains terms and conditions, including,
          without limitation, interest rates, covenants and defaults, no greater
          or more restrictive, as the case may be, than those contained herein;
          provided, further, that there can be no principal repayments of such
          unsecured Senior Debt until one year after the date of the final
          scheduled principal payment under this Agreement.

          (d) Contingent Obligations. Create, incur, assume or suffer to exist,
     or permit any of its Subsidiaries to create, incur, assume or suffer to
     exist, any Contingent Obligations except (i) by reason of endorsement of
     negotiable instruments for deposit or collection or similar transactions in
     the ordinary course of business, (ii) Contingent Obligations created
     pursuant to the Loan Documents, (iii) guaranties by the Borrower of Capital
     Leases, Operating Leases or Service Agreement of any Subsidiary of the
     Borrower (including consents by the Borrower to the assignment of such
     guaranties), provided that such Capital Leases or Operating Leases are
     otherwise permitted hereunder, (iv) Contingent Obligations of the type
     specified in clauses (ii) and (iii) of the definition of "Contingent
     Obligation" created in the ordinary course of business, (v) miscellaneous



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<PAGE>   83

     Contingent Obligations not to exceed at any time outstanding $10,000,000,
     (vi) guaranties by the Subsidiaries of the Borrower of the Borrower's
     obligations under a Capital Lease or an Operating Lease provided that such
     Capital Lease or Operating Lease is otherwise permitted hereunder and only
     to the extent of the portion of such Capital Lease or Operating Lease that
     directly benefits such Subsidiary, (vii) Contingent Obligations not
     otherwise permitted by this Section 6.02(d) incurred by the Borrower and/or
     its Subsidiaries (other than the Intercompany Creditor) in connection with
     the acquisition of any Facility (or the assets thereof), any Existing
     Clinic Acquisition or the acquisition of any Related Business, so long as
     such acquisition satisfies all the conditions precedent set forth in
     Section 6.02(f)(i) or (ii), as the case may be, and (viii) Contingent
     Obligations permitted pursuant to Section 6.02(c) and Section 6.02(o) and
     Contingent Obligations listed on Schedule V.

          (e) Restricted Payments. Make, or permit any of its Subsidiaries to
     make, any Restricted Payment, except that:

               (i) the Borrower may pay dividends on its Common Stock, or
          purchase or otherwise acquire for value any shares of its Common Stock
          (each a "Common Stock Payment"), provided that (A) no Event of Default
          or event that would constitute an Event of Default but for the
          requirement that notice be given or time elapse or both shall have
          occurred and be continuing or would result from such Common Stock
          Payment, (B) the aggregate amount of Common Stock Payments made during
          the period from January 1, 1996 through the date of such Common Stock
          Payment shall not exceed an amount equal to ten percent of the
          Consolidated Net Income of the Borrower and its Subsidiaries for the
          period from January 1, 1996 through the last day of the fiscal quarter
          most recently ended prior to the date of such Common Stock Payment
          (treated for such purposes as a single accounting period), provided
          that in no event may the aggregate amount of Common Stock Payments
          made to purchase or otherwise acquire for value shares of Common Stock
          exceed $20,000,000 in the aggregate for all such purchases or other
          acquisitions, and (C) the Borrower shall have provided the Agent with
          a certificate of the treasurer or chief financial officer of the
          Borrower setting forth computations in reasonable detail demonstrating
          satisfaction of the foregoing conditions; and

               (ii) the Borrower and its Subsidiaries may make Restricted
          Payments to terminated employees in an amount not to exceed $100,000
          in any year.

          (f) Investments. Make, or permit any of its Subsidiaries to make, any
     investment other than Permitted Investments and Capital Investments,
     provided that:

               (i) Subsidiaries of the Borrower (other than the Intercompany
          Creditor) can make Capital Investments consisting of an acquisition of
          a Facility


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<PAGE>   84

          (or the assets thereof) or Related Businesses or Existing Clinic
          Acquisitions that satisfy all of the following:

                    (A) the Total Consideration for each such acquisition shall
               be less than $50,000,000;

                    (B) the aggregate Total Consideration for all such
               acquisitions in any twelve-month period shall not exceed
               $500,000,000;

                    (C) the aggregate number of such acquisitions (other than
               Existing Clinic Acquisitions) in any twelve-month period shall
               not exceed fifteen;

                    (D) except in the case of Existing Clinic Acquisitions, the
               Agent and the Banks shall have received at least one day before
               the scheduled closing for such acquisition financial and other
               information relating to such acquisition, including, without
               limitation:

                         (1) the Total Consideration to be paid for such
                    acquisition; and

                         (2) a schedule, duly certified by the chief financial
                    officer of the Borrower, demonstrating compliance on a pro
                    forma basis with the financial covenants contained in
                    Section 6.03 after such acquisition; provided, however, that
                    in preparing such pro forma schedule, the Borrower shall
                    include all Debt to be incurred in connection with such
                    acquisition and the EBITDA of the Facility or Related
                    Business to be acquired (which shall be based on audited, if
                    available, historical numbers, adjusted as contemplated by
                    Section 6.03);

                    (E) the Agent and the Banks shall have received at least one
               day before the scheduled closing of such acquisition all other
               information, financial or otherwise, regarding such acquisition
               as the Agent or the Banks may reasonably request;

                    (F) except in the case of Existing Clinic Acquisitions, the
               Agent shall have received, on or before the date of such
               acquisition, in form and substance satisfactory to the Agent and
               in sufficient copies for each Bank, each of the following
               documents:

                         (1) a certified copy of the Asset Purchase Agreement,
                    Merger Agreement, Stock Purchase Agreement or other document
                    relating to the acquisition of such Facility (or the assets
                    thereof) or



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<PAGE>   85

                    Related Business, substantially in the form to be executed
                    (with an executed copy thereof to be delivered promptly
                    after the acquisition);

                         (2) a Guaranty (dated on or before the date of such
                    acquisition), duly executed by the Subsidiary of the
                    Borrower formed to acquire or resulting from the acquisition
                    of such Facility (or the assets thereof) or Related
                    Business;

                         (3) an amendment (dated on or before the date of such
                    acquisition) to the Pledge Agreement, which amendment shall
                    amend such Pledge Agreement to make all of the outstanding
                    Securities of the Subsidiary of the Borrower formed to
                    acquire or resulting from the acquisition of such Facility
                    (or the assets thereof) or Related Business (or so much
                    thereof as is contemplated by the definition of "Pledged
                    Securities" in Section 1.01) Pledged Securities under such
                    Pledge Agreement, together with (i) certificates, if any,
                    representing such Securities of such Subsidiary and undated
                    stock powers or instruments of transfer for such
                    certificates executed in blank and (ii) such documents as
                    the Agent may reasonably request;

                         (4) an amendment (dated on or before the date of such
                    acquisition) to the Intercompany Subordination Agreement,
                    which amendment shall make the Subsidiary of the Borrower
                    formed to acquire or resulting from the acquisition of such
                    Facility (or the assets thereof) or Related Business a
                    "Subordinated Creditor" under such Intercompany
                    Subordination Agreement;

                         (5) a certified copy of the Service Agreement, if any,
                    related to such acquisition and any other material contract
                    (including, without limitation, any material leases)
                    relating to such Facility or Related Business, substantially
                    in the form to be executed (with an executed copy thereof to
                    be delivered promptly after the acquisition);

                         (6) certificates of insurance for the insurance
                    coverage obtained by the Borrower (or a Subsidiary of the
                    Borrower) relating to such Facility or Related Business
                    showing that all such insurance is maintained with
                    responsible and reputable insurance companies or
                    associations in such amounts and covering such risks as is
                    satisfactory to the Agent, together with loss payee
                    endorsements, showing coverage of the Agent for its benefit
                    and the benefit of the Banks;


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<PAGE>   86

                         (7) certified copies of the (i) resolutions of the
                    Board of Directors of each Loan Party approving each Loan
                    Document delivered pursuant to this Section 6.02(f)(i)(F) in
                    connection with such acquisition to which it is a party, and
                    of all documents evidencing other necessary corporate action
                    and governmental approvals, if any, with respect to each
                    such Loan Document, (ii) all documents evidencing other
                    corporate action or governmental approvals, if any,
                    necessary or, in the reasonable opinion of the Agent,
                    advisable in connection with the execution, delivery and
                    performance of each Loan Document delivered pursuant to this
                    Section 6.02(f)(i)(F) in connection with such acquisition,
                    (iii) the certificate of incorporation and by-laws of the
                    Subsidiary of the Borrower formed to acquire or resulting
                    from the acquisition of such Facility (or the assets
                    thereof) or Related Business relating to such acquisition,
                    as amended through the date of such acquisition and (iv)
                    good standing certificates with respect to such Subsidiary
                    from the Secretary of State (or similar official) of the
                    state in which such Subsidiary is incorporated;

                         (8) a certificate of the Secretary or an Assistant
                    Secretary of each Loan Party that will deliver any Loan
                    Document pursuant to this Section 6.02(f)(i)(F) certifying
                    the names and true signatures of the officers of such Loan
                    Party authorized to sign each such Loan Document to which it
                    is a party and the other documents to be delivered under
                    this Section 6.02(f)(i)(F) (and the Agent may conclusively
                    rely on such certificate of such Loan Party until the Agent
                    shall receive a further certification of the Secretary or
                    Assistant Secretary of such Loan Party canceling or amending
                    the prior certificate of such Loan Party and submitting the
                    names and signatures of the officers named in such further
                    certificate);

                         (9) a Solvency Certificate, duly executed by the
                    treasurer or chief financial officer of the Subsidiary of
                    the Borrower formed to acquire or resulting from the
                    acquisition of such Facility (or the assets thereof) or
                    Related Business;

                         (10) copies of such other financial and non-financial
                    information regarding the Borrower or the Subsidiary of the
                    Borrower formed to acquire or resulting from the acquisition
                    of such Facility (or the assets thereof) or Related Business
                    or such Facility or Related Business as any Bank through the
                    Agent may reasonably request; and an executed process agent
                    letter from CT

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<PAGE>   87

                    Corporation System for such Subsidiary of the Borrower in
                    form and substance satisfactory to the Agent;

                         (11) a supplement to Schedule II hereto to the extent
                    such supplement is necessary to make the representation and
                    warranty contained in Section 5.01(f)(ii) correct on and as
                    of the date of such acquisition; and

                         (12) such other documents (including a favorable legal
                    opinion of the general counsel of the Borrower) as the Agent
                    may reasonably request.

               (ii) Subsidiaries of the Borrower (other than the Intercompany
          Creditor) can make Capital Investments consisting of an acquisition of
          a Facility (or the assets thereof) or Related Businesses for which the
          Total Consideration equals or exceeds $50,000,000 only with the prior
          approval in writing of the terms and conditions of such acquisition by
          the Majority Banks in substantially the form of Exhibit K (it being
          understood that the Banks shall use reasonable efforts to notify the
          Borrower within ten Business Days after receipt of all of the
          information regarding a proposed acquisition described in clause (A)
          below of their decision to approve or disapprove the proposed
          acquisition), and

                    (A) the Banks and the Agent shall have received complete
               information, financial and otherwise, regarding the proposed
               acquisition as may be necessary or desirable, in the reasonable
               judgment of the Banks, to enable the Banks to evaluate the
               proposed acquisition for the purpose of approving such
               acquisition under this Section 6.02(f)(ii), including, without
               limitation, information regarding the Total Consideration to be
               paid, a schedule, duly certified by the chief financial officer
               of the Borrower, demonstrating compliance on a pro forma basis
               with the financial covenants contained in Section 6.03 after such
               acquisition, and any other information as the Banks may
               reasonably request; provided, however, that in preparing such pro
               forma schedule, the Borrower shall include all Debt to be
               incurred in connection with such acquisition and the EBITDA of
               the Facility or Related Business to be acquired (which shall be
               based on audited, if available, historical numbers, adjusted as
               contemplated by Section 6.03); and

                    (B) the Agent shall have received on or before the day of
               such acquisition, in form and substance satisfactory to the Agent
               and in sufficient copies for each Bank, each of the documents
               described in subsection 6.02(f)(i)(F); provided that certified
               copies of drafts of the documents referred to in clauses (a) and
               (e) thereof shall be delivered ten days in advance, and if any
               material changes to the terms and conditions of


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<PAGE>   88

               such acquisition reflected in such documents occur after such
               delivery, the closing of such acquisition shall be postponed
               until such time as the Majority Banks shall have approved in
               writing such changed terms and conditions.

               (iii) The Borrower and its Subsidiaries may make Capital
          Expenditures that are not acquisitions of, or other investments in,
          Facilities, Related Businesses or other Persons (or all or
          substantially all of the assets thereof) in the ordinary course of
          business, provided that no Event of Default or event that would
          constitute an Event of Default but for the requirement that notice be
          given or time elapse or both shall have occurred and be continuing or
          would result therefrom.

               (iv) The Borrower and its Subsidiaries may make capital
          investments in, and loans and advances to, Subsidiary joint ventures,
          general or limited partnerships, limited liability companies or other
          types of Persons that are not wholly-owned by the Borrower and its
          Subsidiaries in an aggregate amount of not more than $10,000,000
          during any fiscal year, and in no event in an aggregate amount
          exceeding $20,000,000 at any time outstanding.

               (v) The Borrower and its Subsidiaries may make capital
          investments in, and loans and advances to, joint ventures, general or
          limited partnerships, limited liability companies or other types of
          Persons that are not Subsidiaries in an aggregate amount not exceeding
          $10,000,000 at any time outstanding.

          (g) Mergers, Etc. Merge or consolidate with or into, or convey,
     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or substantially all of its assets (whether now
     owned or hereafter acquired) to, or acquire all or substantially all of the
     assets (other than the acquisition of assets of any Facility or Related
     Business or an Existing Clinic Acquisition, whether or not such acquisition
     is accomplished by merger or by Securities or asset purchase, so long as
     such acquisition satisfies all the conditions precedent set forth in
     Section 6.02(f)(i) or (ii) of, any Person, or permit any of its
     Subsidiaries to do so, except that:

               (i) any Subsidiary may consolidate with or merge into the
          Borrower (only if the Borrower shall be the continuing or surviving
          corporation) or (except for the Intercompany Creditor) with or into
          one or more other Subsidiaries that are Guarantors, provided that (A)
          immediately before and after giving effect to such consolidation or
          merger, the parties thereto and the survivor thereof all are Solvent,
          (B) all Liens created by the Collateral Documents shall continue in
          full force and effect in favor of the Agent and the priority thereof
          shall not be impaired by such transaction, (C) all Guaranties shall
          continue in full force and effect, and (D) the Agent shall have been
          furnished with a favorable opinion of counsel reasonably satisfactory
          to the Agent covering such matters as the Agent may reasonably
          request; and


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<PAGE>   89

               (ii) the Borrower may consolidate or merge with any other Person,
          provided that (A) immediately before and after giving effect to such
          consolidation or merger, the parties thereto and the survivor thereof
          all are Solvent, (B) the Borrower shall be the continuing or surviving
          corporation, (C) no Change of Control shall occur, (D) all Liens
          created by the Collateral Documents shall continue in full force and
          effect in favor of the Agent and shall not be impaired by such
          transaction, (E) all Guaranties shall continue in full force and
          effect, and (F) the Agent shall have been furnished with a favorable
          opinion of counsel reasonably satisfactory to the Agent covering such
          matters as the Agent may reasonably request;

     provided, however, that immediately before and after any consolidation or
     merger under this Section 6.02(g), no Event of Default, or event which,
     with the giving of notice or lapse of time or both, would become an Event
     of Default, shall have occurred and be continuing.

          (h) Limitation on Sales of Assets. Except for the sale of inventory in
     the ordinary course of business, the sale of worn-out or obsolete assets
     and intercompany transfers permitted under Section 6.02(g), sell, lease,
     transfer or otherwise dispose of its assets, or permit any Subsidiary to
     sell, lease, transfer or otherwise dispose of its assets (including any
     interest in a Subsidiary), unless (i) the book value of such assets sold
     constitutes less than 5% of the value of the Borrower's Consolidated
     Tangible Net Assets at the time of sale or other disposition, provided that
     the aggregate book value of all such assets sold in any twelve-month period
     shall not exceed 15% of the value of the Borrower's average Consolidated
     Tangible Net Assets for the twelve-month period ending with the quarter
     immediately preceding the date of determination, as evidenced by a
     certificate duly executed by the chief financial officer of the selling
     entity on the date of such sale or disposition, and provided further that
     such assets do not constitute Securities of the Intercompany Creditor or
     Intercompany Debt, or (ii) such sale is required in connection with the
     termination of a Service Agreement or a change in control under the Amended
     Securities Purchase Agreement, dated as of January 1, 1995, with respect to
     NAMM, and, in each case, the Net Cash Proceeds of such sale are delivered
     directly to the Agent to be applied in accordance with Section 2.09(d).

          (i) Transactions with Affiliates. Lend or advance money to, contract
     with or engage in any other transactions with, or permit any Subsidiary of
     the Borrower to lend or advance money to, contract with or engage in any
     other transactions with, Subsidiaries or Affiliates of the Borrower, except
     in the ordinary course of their business with third parties or on terms and
     for consideration which is no less favorable to the Borrower and its
     Subsidiaries than the terms and consideration which the Borrower or such
     Subsidiaries would be obligated to pay in an arms' length transaction,
     subject, however, to the limitation that the Borrower and its Subsidiaries
     shall not loan more than $100,000 times the number of Facilities operated
     by the Borrower and its Subsidiaries to employees at



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<PAGE>   90

     any one time outstanding; provided, however, that nothing in this Section
     6.02(i) shall prohibit the Borrower and its Subsidiaries from engaging in
     transactions with joint ventures in which the Borrower or any of its
     Subsidiaries is a joint venture partner to the extent permitted by Section
     6.02(f)(iv) or (v).

          (j) Prepayments of Debt. Prepay, redeem, defease (whether actually or
     in substance) or purchase in any manner (or deposit or set aside funds or
     securities for the purpose of the foregoing), or make any payment (other
     than for scheduled payments of principal and interest due on the date of
     payment thereof, if such payment is permitted to be made pursuant to the
     terms of the documents evidencing or governing the applicable Debt) in
     respect of, or establish any sinking fund, reserve or like set-aside of
     funds or other property for the redemption, retirement or repayment of, any
     Debt, or transfer any property in payment of or as security for the payment
     of, or violate the subordination terms of, any Debt, or amend, modify or
     change in any manner less favorable to Borrower or any of its Subsidiaries
     or the Banks the terms of any Debt or any instrument, indenture or other
     document evidencing, governing or affecting the terms of any Debt, or cause
     or permit any of its Subsidiaries to do any of the foregoing; provided,
     however, that nothing in this Section 6.02(j) shall prohibit (i) any
     payments of the Debt hereunder in accordance with the terms of Section
     2.09, (ii) the conversion of convertible Subordinated Debt of the Borrower
     into Securities of the Borrower, (iii) the prepayment in any fiscal year of
     the Borrower of up to $30,000,000 in principal amount of Senior Debt of the
     Borrower or any of its Subsidiaries if the effective yield payable in
     respect of such Senior Debt is greater than the interest payable hereunder
     in respect of Base Rate Advances or Eurodollar Rate Advances, whichever is
     lower, (iv) the prepayment of the existing operating capital notes payable
     to the various physicians listed on Schedule V in the aggregate principal
     amount specified therein, (v) setoff of any convertible Subordinated Debt
     against the purchase price to be paid by the holder of such Debt in
     connection with the repurchase by such holder of any Facility pursuant to
     the Asset Purchase Agreement relating to such Facility, or (vi) payment of
     any Deferred Acquisition Consideration in connection with any acquisition
     of Facilities (or the assets thereof), any Existing Clinic Acquisition or
     any acquisition of a Related Business to the extent such acquisition
     satisfies the requirements of Section 6.02(f)(i) or (ii), as the case may
     be.

          (k) Accounting Changes. Change its fiscal year, or make, or permit any
     of its Subsidiaries to make, any other significant change in Consolidated
     accounting treatment and reporting practices except as required or
     permitted by generally accepted accounting principles.

          (l) Change in Nature of Business. Make, or permit any of its
     Subsidiaries to make, any material change in the nature of its business as
     conducted as of the date hereof.

          (m) Securities. Except as is provided in Section 6.02(g), permit any
     of its Subsidiaries to issue or sell any of its Securities or any rights,
     warrants or options to



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<PAGE>   91

     acquire any of its Securities, or permit any of its Subsidiaries to sell or
     otherwise dispose of any Securities of any of its Subsidiaries, or permit
     any of its Subsidiaries to amend its charter, bylaws or other constituent
     instruments so as to affect the conversion rights, payments, privileges or
     other terms in respect of such Securities or in any respect that affects
     any of the foregoing interests of its respective securityholders.

          (n) Welfare Plan Liabilities. Create or suffer to exist, or permit any
     of its Subsidiaries to create or suffer to exist, any liability with
     respect to Welfare Plans if, immediately after giving effect to such
     liability, the aggregate annualized cost (including, without limitation,
     the cost of insurance premiums) with respect to Welfare Plans and other
     benefit plans and insurance of the type described in the definition of
     "Welfare Plans" contained in Section 1.01 for which the Borrower and its
     Subsidiaries are or may become liable in any fiscal year of the Borrower
     could have a material adverse effect on the business, property, prospects,
     condition (financial or otherwise) or results of operations of the Borrower
     and its Subsidiaries, taken as a whole.

          (o) Recruitment Subsidies. Create, incur, assume or suffer to exist,
     or permit any of its Subsidiaries to create, incur, assume or suffer to
     exist, any Contingent Obligation to make recruitment subsidy advances (but
     excluding any advances made for the purpose of supplementing the income of
     new physicians during the first two years of any new physician joining any
     physician group that has entered into a Service Agreement with the Borrower
     or any of its Subsidiaries) pursuant to any Service Agreement in excess of
     (i) $750,000 by the Borrower or any of its Subsidiaries pursuant to any
     individual Service Agreement during any fiscal year of the Borrower, and
     (ii) an aggregate of $10,000,000 by the Borrower and all of its
     Subsidiaries pursuant to all Service Agreements during any fiscal year of
     the Borrower; provided that the Borrower shall not create, incur, assume or
     suffer to exist, or permit any of its Subsidiaries to create, incur, assume
     or suffer to exist, any obligation to make advances for the purpose of
     subsidizing any new physician at any time other than during the first two
     years of such new physician joining any physician group that has entered
     into a Service Agreement with the Borrower or any of its Subsidiaries, and
     such recruitment subsidy advances by the Borrower and its Subsidiaries
     shall not exceed an aggregate of $10,000,000 for any fiscal year.

          (p) Intercompany Debt; Intercompany Creditor. Create, incur, or suffer
     to exist, or permit any of its Subsidiaries to create, incur, or suffer to
     exist, any Intercompany Debt which is not evidenced by notes or similar
     instruments pledged by the Borrower or the Intercompany Creditor to the
     Agent for the ratable benefit of the Banks pursuant to the terms of the
     Pledge Agreement; or permit the Intercompany Creditor to engage in any
     business or operations except the receipt and advancing of Intercompany
     Debt and the holding of Intercompany Debt or Securities of other
     Subsidiaries of the Borrower.



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<PAGE>   92

     SECTION 6.03. Financial Covenants. So long as any Note shall remain unpaid,
any Letter of Credit shall remain outstanding, any amount shall remain due
hereunder, or any Banks shall have any Commitment hereunder, the Borrower will
not, without the written consent of the Majority Banks:

          (a) Consolidated Net Worth. Permit at any date of determination the
     Consolidated Net Worth of the Borrower and its Subsidiaries to be less than
     $330,000,000, plus (i) 100% of the net proceeds received from the issuance,
     sale or disposition of the Borrower's Securities (common, preferred or
     special), securities converted into or exchanged for Securities, and any
     rights, options, warrants and similar instruments from March 31, 1996 to
     such date of determination and (ii) 50% of positive Consolidated Net Income
     (if any) earned from March 31, 1996 through such date of determination.

          (b) Fixed Charge Coverage Ratio. Permit, for the four consecutive
     fiscal quarters ending September 30, 1996 and for each period of four
     consecutive fiscal quarters ending thereafter, the Consolidated Fixed
     Charge Coverage Ratio of the Borrower and its Subsidiaries, calculated at
     the end of each fiscal quarter of the Borrower, to be less than 1.25 to
     1.00.

          (c) Interest Coverage Ratio. Permit, for the four consecutive fiscal
     quarters ending September 30, 1996 and for each period of four consecutive
     fiscal quarters ending thereafter, the Consolidated Interest Coverage Ratio
     of the Borrower and its Subsidiaries, calculated at the end of each fiscal
     quarter of the Borrower, to be less than 2.00 to 1.00.

          (d) Consolidated Debt/Total Capitalization Ratio. Permit, at any time,
     the Consolidated Debt/Total Capitalization Ratio of the Borrower and its
     Subsidiaries to be greater than 50%.

          (e) Consolidated Debt/EBITDA Ratio. Permit, for each period of four
     consecutive fiscal quarters ending September 30, 1996 and for each period
     of four consecutive fiscal quarters ending thereafter, the Consolidated
     Debt/EBITDA Ratio of the Borrower and its Subsidiaries to be greater than
     3.75 to 1.00.

For the purposes of subsections (b), (c) and (e) above and the calculation of
any Applicable Eurodollar Rate Margin and the Applicable Facility Fee Rates, if,
as of any date, a determination of EBITDA, EBITDAL, Lease Expense, Capital
Expenditures or any other component of the ratios referred to in such
subsections (the "Ratio Components") is required to be made as to any period
prior to the date of such determination (a "Determination Period"), such
determination shall be made so as to give effect to the following:

          (i) if any Person, Facility or Related Business (an "Acquired
     Business") shall have been acquired in compliance with this Agreement since
     the beginning of such Determination Period and must be Consolidated with
     the Borrower and its Subsidiaries in



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<PAGE>   93

     accordance with GAAP, the Ratio Components of such Acquired Business from
     the beginning of the Determination Period to the date of acquisition shall
     be included on a pro forma basis with the same effect as if such Acquired
     Business had been a Consolidated Subsidiary of the Borrower for such
     portion of the Determination Period, subject to the following:

               (A) for any date of determination occurring on or before the
          completion of one full fiscal quarter after the date of acquisition of
          such Acquired Business, pro forma adjustments may be made to reflect
          (1) specifically identified changes in physician compensation,
          complements of physicians, malpractice insurance costs and other group
          purchase arrangements, all of which shall be consistent with the terms
          and conditions of any Service Agreement entered into in connection
          with such acquisition and (2) other planned cost savings which will be
          realized by such Acquired Business as a consequence of such
          acquisition to the extent demonstrated by the Borrower to the
          satisfaction of the Majority Banks; and

               (B) For any date of determination occurring after the completion
          of one full fiscal quarter after the date of such acquisition, the
          actual Ratio Components for the period through the end of the then
          most recently ended fiscal quarter shall be annualized for the
          Determination Period; and

          (ii) if any Person, Facility or Related Business (a "Disposed
     Business") which shall have been Consolidated with the Borrower and its
     Subsidiaries shall have been discontinued, lost, sold or otherwise disposed
     of as of the date of determination, the Ratio Components of such Disposed
     Business shall be excluded for the Determination Period.

     SECTION 6.04. Reporting Requirements. So long as any Note shall remain
unpaid, any Letter of Credit shall remain outstanding, or amount shall remain
due hereunder or any Bank shall have any Commitment hereunder, the Borrower will
furnish to the Agent, for distribution to the Banks, in sufficient copies for
each Bank, the following:

          (a) as soon as available and in any event within 30 days after the end
     of each month, Consolidated balance sheets of the Borrower and its
     Subsidiaries as of the end of such month and Consolidated statements of
     operations and cash flow position of the Borrower and its Subsidiaries for
     such month and for the period commencing at the end of the previous fiscal
     year and ending with the end of such month, together with a certificate of
     the chief financial officer of the Borrower stating that no Event of
     Default has occurred and is continuing or, if an Event of Default has
     occurred and is continuing, a statement as to the nature thereof and the
     action that the Borrower has taken or proposes to take with respect
     thereto;

          (b) as soon as available and in any event within 45 days after the end
     of each fiscal quarter, Consolidated balance sheets of the Borrower and its
     Subsidiaries as of the



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<PAGE>   94

     end of such fiscal quarter and Consolidated statements of operations and
     cash flow of the Borrower and its Subsidiaries for the period commencing at
     the end of the previous fiscal year and ending with the end of such fiscal
     quarter, certified by the chief financial officer of the Borrower, together
     with (i) a certificate of said officer stating that no Event of Default has
     occurred and is continuing or, if an Event of Default has occurred and is
     continuing, a statement as to the nature thereof and the action that the
     Borrower has taken or proposes to take with respect thereto, (ii) a
     schedule in form satisfactory to the Agent of the computations used by the
     Borrower in determining compliance with the covenants contained in Section
     6.03 and in sufficient detail for determining the Applicable Facility Fee
     Rates and the Applicable Eurodollar Rate Margins in accordance with the
     definitions of such terms set forth in Section 1.01, and (iii) a
     certificate of said officer or of the general counsel of the Borrower
     regarding additions to and deletions from Schedule II reflecting changes
     occurring during such fiscal quarter;

          (c) as soon as available and in any event within 120 days after the
     end of each fiscal year, a copy of the annual audit report for such year
     for the Borrower, including therein an audited Consolidated balance sheet
     of the Borrower and its Subsidiaries as of the end of such fiscal year and
     audited Consolidated statements of operations, stockholders' equity and
     cash flow of the Borrower and its Subsidiaries for such fiscal year (i)
     certified by a nationally recognized public accounting firm, together with
     a certificate of such accounting firm stating that in the course of the
     regular audit of the business of the Borrower, which audit was conducted in
     accordance with generally accepted auditing standards, such accounting firm
     has obtained no knowledge that an Event of Default has occurred and is
     continuing, or, if in the opinion of such accounting firm, an Event of
     Default has occurred and is continuing, a statement as to the nature
     thereof, and (ii) accompanied by a copy of the management letter from such
     accounting firm accompanying such financial statements;

          (d) as soon as available and in any event not later than the
     distribution date for the Borrower's annual reports for each fiscal year,
     the Borrower's budget of cash flow, income and balance sheet data for the
     then current fiscal year of the Borrower and its Subsidiaries;

          (e) as soon as possible and in any event within two days after the
     occurrence of an Event of Default of which the Borrower or any Subsidiary
     has knowledge, a statement of the chief financial officer of the Borrower
     setting forth details of such Event of Default and the action which the
     Borrower has taken and proposes to take with respect thereto;

          (f) promptly after any change in accounting policies or reporting
     practices that could have a material adverse effect on the condition
     (financial or otherwise), operations, business, assets or prospects of the
     Borrower or of any of its Subsidiaries or



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<PAGE>   95

     on the rights of the Banks under any of the Loan Documents, notice and a
     description in reasonable detail of such change;

          (g) promptly after any change in the certificate of incorporation of
     the Borrower or any of its Subsidiaries, notice and a copy of such change;
     and promptly after any change in the by-laws of the Borrower or any of its
     Subsidiaries, notice and a copy of such change;

          (h) promptly and in any event within ten days after the Borrower or
     any ERISA Affiliate knows or has reason to know that any ERISA Event has
     occurred, a statement of the chief financial officer of the Borrower
     describing such ERISA Event and the action, if any, that the Borrower or
     such ERISA Affiliate has taken or proposes to take with respect thereto;

          (i) promptly and in any event within two Business Days after receipt
     thereof by the Borrower or any ERISA Affiliate (i) copies of each notice
     from the PBGC stating its intention to terminate any Plan or to have a
     trustee appointed to administer any Plan and (ii) copies of each material
     notice received from the United States Department of Labor in connection
     with any ERISA requirements;

          (j) promptly and in any event within 30 days after the filing thereof
     with the Internal Revenue Service, copies of each Schedule B (Actuarial
     Information) to each annual report (Form 5500 Series) with respect to each
     Plan, if applicable;

          (k) promptly and in any event within five Business Days after receipt
     thereof by the Borrower or any ERISA Affiliate from the sponsor of a
     Multiemployer Plan, a copy of each notice received by the Borrower or any
     ERISA Affiliate concerning (i) the imposition of Withdrawal Liability by a
     Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or
     is expected to be, in reorganization within the meaning of Title IV of
     ERISA, (iii) the termination of a Multiemployer Plan within the meaning of
     Title IV of ERISA or (iv) the amount of liability incurred, or expected to
     be incurred, by the Borrower or any ERISA Affiliate in connection with any
     event described in clause (i), (ii) or (iii) above;

          (l) promptly and in any event within ten days after the commencement
     thereof, notice of all actions, suits and proceedings before any court or
     governmental department, commission, board, bureau, agency or
     instrumentality, domestic or foreign, affecting the Borrower or any of its
     Subsidiaries, of the type described in Section 5.01(h);

          (m) promptly and in any event within ten days after the sending or
     filing in final form thereof, copies of all proxy statements and financial
     statements that the Borrower or any of its Subsidiaries sends to its
     securityholders generally, and copies of all registration statements (other
     than those relating to employee stock plans), without exhibits, all
     periodic reports on Forms 10-K and 10-Q and reports on Form 8-K that the



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<PAGE>   96


     Borrower or any of its Subsidiaries files with the Securities and Exchange
     Commission or any governmental authority that may substituted therefor, or
     any national securities exchange or with the National Association of
     Securities Dealers;

          (n) promptly after the occurrence thereof, notice of (A) any event of
     which Borrower or any Subsidiary is aware which makes any of the
     representations obtained in Section 5.01 inaccurate in any respect or (B)
     the receipt by the Borrower or any Subsidiary of any notice, order,
     directive or other communication from a governmental authority alleging
     violations of or noncompliance with any Environmental Law; and

          (o) such other information respecting the condition or operations,
     financial or otherwise, of the Borrower or any of its Subsidiaries as any
     Bank through the Agent may from time to time reasonably request.

Notwithstanding the foregoing, upon the occurrence and during the continuance of
an Event of or a Default, the Borrower will, and will cause its Subsidiaries to,
provide to the Agent for each Bank additional information and any and all of the
above information more frequently to the extent reasonably requested by the
Agent or any Bank.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

     SECTION 7.01. Events of Default. If any of the following events (each an
"Event of Default") shall occur and be continuing:

          (a) the Borrower shall fail to pay any principal of or any interest on
     any Advance or Note, any reimbursement obligation under any Letter of
     Credit, or any fees or other amounts payable under any Loan Document, in
     each case when the same becomes due and payable; or

          (b) any representation or warranty made or deemed by any Loan Party
     (or any of its officers) in any Loan Document or certificate or other
     writing delivered pursuant thereto shall prove to have been incorrect in
     any material respect when made or deemed made; or

          (c) (i) any Loan Party shall fail to perform or observe any term,
     covenant or agreement contained in Section 6.01 or Section 6.02 or Section
     6.03; or (ii) any Loan Party shall fail to perform or observe any other
     term, covenant or agreement contained in this Agreement or in any other
     Loan Document on its part to be performed or observed if such failure shall
     remain unremedied for ten days after written notice thereof shall have been
     given to such Loan Party by the Agent or any Bank; or



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          (d) any Loan Party or any of its Subsidiaries shall fail to pay any
     principal of or premium or interest on any Debt which is outstanding in a
     principal amount of at least $5,000,000 in the aggregate (but excluding
     Debt evidenced by the Notes or under Letters of Credit) of such Loan Party
     or such Subsidiary (as the case may be), when the same becomes due and
     payable (whether by scheduled maturity, required prepayment, acceleration,
     demand or otherwise), and such failure shall continue after the applicable
     grace period, if any, specified in the agreement or instrument relating to
     such Debt; or any other event shall occur or condition shall exist under
     any agreement or instrument relating to any such Debt and shall continue
     after the applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such event or condition is to accelerate, or
     to permit the acceleration of, the maturity of such Debt; or any such Debt
     shall be declared to be due and payable, or required to be prepaid (other
     than by a regularly scheduled required prepayment), redeemed, purchased or
     defeased, or any offer to prepay, redeem, purchase or defease such Debt
     shall be required to be made, in each case prior to the stated maturity
     thereof; or

          (e) any Loan Party or any of its Subsidiaries shall generally not pay
     its debts as such debts become due, or shall admit in writing its inability
     to pay its debts generally, or shall make a general assignment for the
     benefit of creditors; or any proceeding shall be instituted by or against
     any Loan Party or any of its Subsidiaries seeking to adjudicate it a
     bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or reorganization or
     relief of debtors, or seeking the entry of an order for relief or the
     appointment of a receiver, trustee, custodian or other similar official for
     it or for any substantial part of its property and, in the case of any such
     proceeding instituted against it (but not instituted by it), either such
     proceeding shall remain undismissed or unstayed for a period of 30 days, or
     any of the actions sought in such proceeding (including, without
     limitation, the entry of an order for relief against, or the appointment of
     a receiver, trustee, custodian or other similar official for, it or for any
     substantial part of its property) shall occur; or any Loan Party or any of
     its Subsidiaries shall take any corporate action to authorize any of the
     actions set forth above in this subsection (e); or

          (f) any proceeding shall be instituted against any Loan Party or any
     of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent or
     seeking liquidation, winding up, reorganization, arrangement, adjustment,
     protection, relief or composition of it or its debts under any law relating
     to bankruptcy, insolvency or reorganization or relief or protection of
     debtors or seeking the entry of an order for relief or the appointment of a
     receiver, trustee, custodian or other similar official for it or for any
     substantial part of its property, and either such proceeding shall remain
     undismissed or unstayed for a period of 30 days or any of the actions
     sought in such proceeding (including, without limitation, the entry of an
     order for relief against it or the appointment of a receiver, trustee,
     custodian or other similar official for it or for any substantial part of
     its property) shall occur; or


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          (g) any judgment or order for the payment of money in excess of
     $5,000,000 which is not covered by insurance shall be rendered against any
     Loan Party or any of its Subsidiaries and either (i) enforcement
     proceedings shall have been commenced by any creditor upon such judgment or
     order or (ii) there shall be any period of 10 consecutive days during which
     a stay of enforcement of such judgment or order, by reason of a pending
     appeal or otherwise, shall not be in effect; or

          (h) any non-monetary judgment or order shall be rendered against the
     Borrower or any of its Subsidiaries that is materially adverse to the
     business, property, prospects, condition (financial or otherwise) or
     results of operations of the Borrower and its Subsidiaries, taken as a
     whole, and either (i) enforcement proceedings shall have been commenced by
     any Person upon such judgment or order or (ii) there shall be any period of
     ten consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     or

          (i) any Loan Document after delivery thereof pursuant to Article IV of
     the Existing Credit Agreement or Article IV hereof or otherwise shall, for
     any reason cease to be valid and binding on the respective Loan Party or
     Loan Parties thereto (other than, in the case of Loan Documents delivered
     in connection with Article IV of the Existing Credit Agreement, because of
     the effect of the Fifth Amendment and Restatement); or a Loan Party shall
     so state in writing or shall contest the validity or enforceability of any
     material term or provision of any Loan Document; or

          (j) any Collateral Document after delivery thereof pursuant to Article
     IV of the Existing Agreement or Article IV hereof or otherwise shall, for
     any reason (other than pursuant to the terms thereof) cease to create a
     valid and perfected security interest in any material portion of the
     Collateral purported to be covered thereby; or

          (k) any one or more Service Agreements shall be terminated during any
     period of four consecutive fiscal quarters that represent, in the
     aggregate, 5% of the Consolidated EBITDA of the Borrower and its
     Subsidiaries for such period, measured as of the end of any fiscal quarter
     ending after the date of any such termination, provided that it shall not
     be an Event of Default hereunder if the Service Agreement for the Facility
     owned by PhyCor Ruston is terminated without cause; or

          (l) any ERISA Event with respect to a Plan shall have occurred and, 30
     days after notice thereof shall have been given to the Borrower by the
     Agent, (i) such ERISA Event shall still exist and (ii) the sum (determined
     as of the date of occurrence of such ERISA Event) of the Insufficiency of
     such Plan and the Insufficiency of any and all other Plans with respect to
     which an ERISA Event shall have occurred and then exist (or in the case of
     a Plan with respect to which an ERISA Event described in clauses (iii)
     through (vi) of the definition of ERISA Event shall have occurred and then
     exist, the liability related thereto) is equal to or greater than
     $5,000,000 for any fiscal year; or


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<PAGE>   99

          (m) the Borrower or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that it has incurred Withdrawal
     Liability to such Multiemployer Plan in an amount that, when aggregated
     with all other amounts required to be paid to Multiemployer Plans by the
     Borrower and its ERISA Affiliates as Withdrawal Liability (determined as of
     the date of such notification), exceeds $5,000,000 for any fiscal year; or

          (n) the Borrower or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
     reorganization or is being terminated, within the meaning of Title IV of
     ERISA, if as a result of such reorganization or termination the aggregate
     annual contributions of the Borrower and its ERISA Affiliates to all
     Multiemployer Plans that are then in reorganization or being terminated
     have been or will be increased over the amounts contributed to such
     Multiemployer Plans for the respective plan year of each such Multiemployer
     Plan immediately preceding the plan year in which the reorganization on
     termination occurs by an amount exceeding $5,000,000; or

          (o) there shall occur any Change of Control; or

          (p) any three of Messrs. Joseph C. Hutts, Thompson S. Dent, Derril W.
     Reeves or Richard D. Wright shall, within any six-month period, cease to be
     employed full time as officers of the Borrower other than by reason of the
     death or incapacity of any such person; or

          (q) since December 31, 1995 there has been, in the reasonable judgment
     of the Agent or the Majority Banks, any material adverse change in the
     Consolidated condition, financial or otherwise, operations, properties or
     prospects of the Borrower and its Subsidiaries; or

          (r) any default under any interest rate protection, hedge, cap,
     collar, swap or similar agreement between the Borrower or any of its
     Subsidiaries and any Financial institution, and such default shall continue
     after any applicable grace period specified in such agreement;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Majority Banks, by notice to the Borrower, declare the
obligation of each Bank to make Advances and the obligations of the Issuing Bank
to Issue Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) shall at the request, or may with the consent, of the Majority
Banks, by notice to the Borrower, declare the Notes, all interest thereon and
all other amounts payable under this Agreement to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower,
(iii) shall at the request, or may with the consent, of the Majority Banks
demand that the Borrower, and if such demand is made the Borrower shall, pay


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to the Agent for the benefit of the Issuing Banks, an amount in immediately
available funds equal to the then outstanding Letter of Credit Liability which
shall be held by the Agent (or the Issuing Banks) as cash collateral in a cash
collateral account under the exclusive control and dominion of the Agent (or
Issuing Banks) and applied to the reduction of such Letter of Credit Liability
as drawings are made on outstanding Letters of Credit, (iv) shall at the
request, or may with the consent, of the Majority Banks exercise any and all
remedies with respect to the Collateral as set forth in the Collateral Documents
or as provided by law, and (v) shall at the request, or may with the consent, of
the Majority Banks exercise any other remedies provided hereunder or by law;
provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to the Borrower or any of its Subsidiaries under the
Federal Bankruptcy Code, (A) the obligation of each Bank to make Advances and of
the Issuing Banks to Issue Letters of Credit shall automatically be terminated
and (B) the Notes, all such interest and all such amounts (including the amounts
referred to in clause (iii) above) shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.

                                  ARTICLE VIII

                                    THE AGENT

     SECTION 8.01. Authorization and Action. Each Bank and each Issuing Bank
hereby appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the
Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Banks, and such instructions shall be binding upon all Banks and
all holders of Notes; provided, however, that the Agent shall not be required to
take any action which exposes the Agent to personal liability or which is
contrary to any Loan Document or applicable law. The Agent agrees to give to
each Bank prompt notice of each notice given to it by the Borrower pursuant to
the terms of this Agreement.

     SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (i) may treat the
payee of any Note as the holder thereof, and treat the Bank that purchased or
funded a participation with respect to a Letter of Credit as the holder or owner
of the Debt resulting therefrom, until the Agent receives written notice of the
assignment or transfer thereof signed by such payee and including the agreement
of the assignee or transferee to be bound hereby as it would have been if it had
been an original Bank party hereto, in form satisfactory to the Agent; (ii) may
consult with legal counsel (including counsel for the Borrower), independent
public



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accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Bank and shall not be responsible to any Bank for any
statements, warranties or representations (whether written or oral) made in or
in connection with any Loan Document; (iv) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms, covenants
or conditions of any Loan Document on the part of the Borrower or any Subsidiary
of the Borrower or to inspect the property (including the books and records) of
the Borrower or any such Subsidiary; (v) shall not be responsible to any Bank
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Loan Document or any Collateral purported to be
covered thereby or any other instrument or document furnished pursuant thereto;
and (vi) shall incur no liability under or in respect of any Loan Document by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram, cable facsimile or telex) believed by it
to be genuine and signed or sent by the proper party or parties.

     SECTION 8.03. Citibank and Affiliates. With respect to its Commitment, the
Advances made by it, the Notes issued to it and the participations in Letters of
Credit purchased by it, Citibank shall have the same rights and powers under
this Agreement as any other Bank and may exercise the same as though it were not
the Agent; and the term "Bank" or "Banks" shall, unless otherwise expressly
indicated, include Citibank in its individual capacity. Citibank and its
Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower,
any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Banks.

     SECTION 8.04. Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent, the Issuing Bank or any other
Bank and based on the financial statements referred to in Section 5.01(e) and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Bank also acknowledges that it will, independently and without
reliance upon the Agent, any Issuing Bank or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

     SECTION 8.05. Indemnification. The Banks agree to indemnify the Agent and
each Issuing Bank (in each case, to the extent not reimbursed by the Borrower),
ratably according to the respective principal amounts of the Committed Rate A
Advances then held by each of them (or if no Committed Rate A Advances are at
the time outstanding ratably according to the respective amounts of their A
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent or any Issuing Bank, as the case may be, in any way
relating to or



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arising out of this Agreement or any other Loan Document or any Letter of
Credit or any action taken or omitted by the Agent or such Issuing Bank, as the
case may be, under this Agreement or any other Loan Document or any Letter of
Credit, provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Agent's or any
Issuing Bank's, as the case may be, gross negligence or willful misconduct.
Without limitation of the foregoing, each Bank agrees to reimburse the Agent
and each Issuing Bank promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by the Agent or such
Issuing Bank, as the case may be, in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement or any
Letter of Credit, to the extent that the Agent or such Issuing Bank, as the
case may be, is not reimbursed for such expenses by the Borrower.

     SECTION 8.06. Successor Agent/Issuing Bank. The Agent may resign at any
time by giving written notice thereof to the Banks and the Borrower and the
Agent and/or any Issuing Bank may be removed at any time with or without cause
by the Majority Banks. Upon any such resignation or removal, in the case of the
Agent, or removal, in the case of any Issuing Bank, the Majority Banks shall
have the right, subject to the approval of the Borrower (which shall not be
unreasonably withheld), to appoint a successor Agent or a successor Issuing
Bank, as the case may be. If no successor Agent or successor Issuing Bank, as
the case may be, shall have been so appointed by the Majority Banks, and shall
have accepted such appointment, within 30 days after the retiring Agent's giving
of notice of resignation or the Majority Banks' removal of the retiring Agent or
the retiring Issuing Bank, then the retiring Agent or the retiring Issuing Bank,
as the case may be, may, on behalf of the Banks, appoint a successor Agent or a
successor Issuing Bank, as the case may be, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $100,000,000. Upon the
acceptance of any appointment as Agent or as an Issuing Bank hereunder by a
successor Agent or a successor Issuing Bank, respectively, such successor Agent
or Issuing Bank shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent or the retiring
Issuing Bank, as the case may be, and the retiring Agent or the retiring Issuing
Bank, as the case may be, shall be discharged from its duties and obligations
under this Agreement and the other Loan Documents. After any retiring Agent's
resignation or removal hereunder as Agent, or any retiring Issuing Bank's
removal hereunder as an Issuing Bank, the provisions of this Article VIII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent or an Issuing Bank, as the case may be, under this Agreement and
the other Loan Documents. Notwithstanding the foregoing, no Issuing Bank may be
removed unless prior to or contemporaneously with such removal it shall have
received an amount, in immediately available funds, equal to all outstanding
Letter of Credit Liability then outstanding and then owing to such Issuing Bank
and shall have been indemnified by the Borrower, the Banks and such successor
Issuing Bank, to the Issuing Bank's satisfaction, against all such Letter of
Credit Liability. The fees referred to in Section 3.05(b) shall continue to
inure to such Issuing Bank's benefit, with respect to each Letter of Credit
Issued



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by it, until such time as all Letter of Credit Liability in respect of such
Letter of Credit has been discharged in full.

     SECTION 8.07. The Documentation Agent. The Documentation Agent, as such,
shall have no duties or obligations whatsoever with respect to this Agreement,
the Notes or any of the other Loan Documents.

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Notes or the Loan Documents (including the release of
Collateral), nor consent to any departure by the Borrower therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Majority Banks (or consented to in writing in the case of the Loan Documents),
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all the
Banks, do any of following: (a) waive any of the conditions specified in Article
IV, (b) increase the A Commitments or the B Commitments of the Banks or subject
the Banks to any additional monetary obligations, (c) reduce the principal of,
or interest on, the Committed Rate A Advances, the Committed Rate B Advances or
the Committed Rate Notes or any fees or other amounts payable hereunder, (d)
postpone the date fixed for the scheduled payment of principal of, or interest
on, the Committed Rate A Advances, the Committed Rate B Advances or the
Committed Rate Notes or any fees or other amounts payable hereunder or waive any
such payment when due, (e) change the percentage of the A Commitments, the B
Commitments or of the aggregate unpaid principal amount of the Committed Rate A
Advances, the Committed Rate B Advances or the Committed Rate Notes, or the
number or percentage of Banks, which shall be required for the Banks or any of
them to take any action hereunder, (f) amend this Section 9.01 or (g) release
any Collateral except in connection with any sale of assets permitted hereunder;
provided, further, that no amendment, waiver or consent shall, in writing and
signed by the Agent in addition to the Banks required above to take such action,
affect the rights or duties of the Agent under this Agreement or any Note; and
provided, further, that no amendment, waiver or consent shall, unless in writing
and signed by any Issuing Bank in addition to the Banks required above to take
such action, affect the rights or duties of such Issuing Bank under this
Agreement; and provided also that no amendment, waiver or consent, unless in
writing and signed by the Designated Bidder holding such Note, affect the rights
of the holder of a Competitive Bid Note under such Note.

     SECTION 9.02. Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including telecopier, telegraphic, telex or
cable communication) and mailed (by certified mail, return receipt requested),
telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at
its address at 30 Burton Hills Blvd., Suite 500, Nashville, TN 37215, Attention:
Mr. Joseph Hutts/President; if to any Bank, at its Domestic Lending Office


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specified opposite its name on Schedule I hereto; if to the Agent, at its
address at 399 Park Avenue, New York, New York 10043, Attention: Ms. Barbara
Cohen; and if to any Issuing Bank, at its address specified opposite its name on
Schedule I hereto; with a copy, in the cases of notices to the Agent or the
Issuing Bank, to Ms. Margaret A. Brown, 399 Park Avenue, 8th Floor, Zone 11, New
York, New York 10043; or, as to each Person, at such other address as shall be
designated by such party in a written notice to the other parties. All such
notices and communications shall, when mailed (by certified mail, return receipt
requested), telecopied, telegraphed, telexed, cabled, or faxed be effective when
deposited in the mails, telecopied, delivered to the telegraph company,
confirmed by telex answerback, delivered to the cable company or confirmed
received in the case of a telecopy or facsimile, respectively, except that
notices and communications to the Agent pursuant to Article II or VIII or to any
Issuing Bank pursuant to Article III or VIII shall not be effective until
received by the Agent or such Issuing Bank, as the case may be.

     SECTION 9.03. No Waiver: Remedies. No failure on the part of any Bank, any
Issuing Bank or the Agent to exercise, and no delay in exercising, any right
under any Loan Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

     SECTION 9.04. Costs. Expenses and Taxes.

     (a) The Borrower agrees to pay the Agent and each Issuing Bank on demand
all reasonable costs and expenses of the Agent and such Issuing Bank in
connection with the preparation, negotiation, approval, execution, delivery,
filing, recording, administration, modification and amendment of the Loan
Documents (including, without limitation, the Fifth Amendment and Restatement
Loan Documents) and the other documents to be delivered under the Loan Documents
(including, without limitation, the Fifth Amendment and Restatement Loan
Documents), including, without limitation, the reasonable fees and out-of-pocket
expenses of special and local counsel for the Agent and such Issuing Bank with
respect thereto and with respect to advising the Agent and such Issuing Bank as
to its rights and responsibilities under the Loan Documents (including, without
limitation, the Fifth Amendment and Restatement Loan Documents) and the other
documents to be delivered hereunder and thereunder. The Borrower further agrees
to pay on demand (i) all costs and expenses, if any, of the Agent, each Issuing
Bank or any Bank in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of the Loan Documents (including,
without limitation, the Fifth Amendment and Restatement Loan Documents) and the
other documents to be delivered under the Loan Documents (including, without
limitation, the Fifth Amendment and Restatement Loan Documents), including,
without limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this Section 9.04(a), and (ii) all costs and
expenses in connection with appraisals, valuations, audits and search reports,
all insurance and title costs, and all filing and recording fees required hereby
or associated with any enforcement of rights or remedies specified in clause
(i).



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     (b) If any payment of principal of, or Conversion of, any Eurodollar Rate
Advance or LIBOR Advance is made other than on the last day of an Interest
Period relating to such Advance, as a result of a payment (including, without
limitation, any payment pursuant to Section 2.09) or Conversion pursuant to
Section 2.08 or 2.11 or acceleration of the maturity of the Notes pursuant to
Section 7.01 or for any other reason, the Borrower shall, upon demand by any
Bank (with a copy of such demand to the Agent), pay to the Agent for the account
of such Bank any amounts required to compensate such Bank for any additional
losses (including loss of anticipated profits), costs or expenses which it may
reasonably incur as a result of such payment or Conversion, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank to fund or
maintain such Advance.

     SECTION 9.05. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 7.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 7.01 or
to demand payment of (or cash collateralization of) all then outstanding Letter
of Credit Liability, each Bank is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Bank to or for the credit
or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under any Loan Document to such Bank
(including, to the fullest extent permitted by law, obligations indirectly owed
to such Bank by virtue of its purchase of a participation of the Letter of
Credit Liability pursuant to Section 3.04), whether or not such Bank shall have
made any demand under this Agreement or such Note and although such obligations
may be unmatured. Each Bank agrees promptly to notify the Borrower after any
such set-off and application made by such Bank, provided that the failure to
give such notice shall not affect the validity of such setoff and application.
The rights of each Bank under this Section 9.05 are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which such
Bank may have.

     SECTION 9.06. Indemnification. The Borrower agrees to defend, protect,
indemnify and hold harmless the Agent, each Bank and each Issuing Bank and their
respective Affiliates and the directors, officers, employees, attorneys and
agents of the Agent, each Bank, each Issuing Bank and such Affiliates (each of
the foregoing being an "Indemnitee" and all of the foregoing being collectively
the "Indemnitees") from and against any and all claims, actions, damages,
liabilities, costs and expenses (including, without limitation, all fees and
disbursements of counsel and environmental consultants which may be incurred in
the investigation or defense of any matter) imposed upon, incurred by or
asserted against any Indemnitee by any third party, whether direct, indirect or
consequential and whether based on any federal, state or foreign laws or other
statutes or regulations (including, without limitation, securities laws,
commercial laws and Environmental Laws and regulations), under common law or on
equitable cause, or on contract, tort or otherwise, including, without
limitation, those arising:


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          (a) by reason of, relating to or in connection with the execution,
     delivery, performance or enforcement of any Loan Document, any commitments
     relating thereto, or any transaction contemplated by any Loan Document; or

          (b) in connection with any investigation, litigation, proceeding or
     other action relating to any Loan Document (whether or not any Indemnitee
     is a party thereto); or

          (c) by reason of, relating to or in connection with any credit
     extended or used under the Loan Documents or any act done or omitted by any
     Person, or any event occurring, in connection therewith, or the exercise of
     any rights or remedies thereunder, including, without limitation, the
     acquisition of any Collateral by the Agent, or any Environmental Activity
     or Environmental Law; or

          (d) arising out of, related to or in connection with any acquisition
     or proposed acquisition (including, without limitation, by tender offer,
     merger or other method) by the Borrower or any of its Subsidiaries or
     Affiliates of any Facility (or the assets thereof) or any Related
     Businesses or any Existing Clinic Acquisition, whether or not an Indemnitee
     is a party thereto;

provided, however, that, notwithstanding the foregoing, the Borrower shall not
be liable to any Indemnitee for any portion of such claims, damages, liabilities
and expenses resulting from such Indemnitee's or such Indemnitee's Affiliate's,
director's, officer's, employee's, attorney's or agent's gross negligence or
willful misconduct. In the event this indemnity is unenforceable as a matter of
law as to a particular matter or consequence referred to herein, it shall be
enforceable to the full extent permitted by law.

     This indemnification applies, without limitation, to any act, omission,
event or circumstance existing or occurring on or prior to the date of payment
in full of the Advances, including any Environmental Activity or Environmental
Law, regardless of whether the act, omission, event or circumstance constituted
a violation of any Environmental Law at the time of its existence or occurrence.
The indemnification provisions set forth above shall be in addition to any
liability the Borrower may otherwise have. Without prejudice to the survival of
any other obligation of the Borrower hereunder, the indemnities and obligations
of the Borrower contained in this Section 9.06 shall survive the payment in full
of the Advances.

     SECTION 9.07. Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower, the Agent and each Issuing Bank and
when the Agent shall have been notified by each Bank that such Bank has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent, each Issuing Bank and each Bank and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Banks.


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<PAGE>   107

     SECTION 9.08. Assignments and Participations.

     (a) Each Bank may assign, with the prior consent of the Borrower, any
Issuing Bank and the Agent (which, in either case, shall not be unreasonably
withheld), to one or more banks, financial institutions or other entities all or
a portion of its rights and obligations as a Bank under this Agreement and the
other Loan Documents (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Notes held by it in respect of the
Committed Rate Advances and reimbursement obligations of the Borrower in respect
of Letters of Credit); provided, however, that (i) each such assignment shall be
of a constant, and not a varying, percentage of all of the assigning Bank's
rights and obligations under the Loan Documents, (ii) the amount of the
Commitments, if any, of the assigning Bank being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000, and
shall be an integral multiple of $1,000,000 in excess thereof, or the remaining
amount of such Bank's Commitments, (iii) each such assignment shall be to an
Eligible Assignee, and (iv) the parties to each such assignment shall execute
and deliver to the Agent, for its acceptance and recording in the Register (as
hereinafter defined), an Assignment and Acceptance, together with any Notes
subject to such assignment and a processing and recordation fee of $3,000;
provided, further, that each Bank may, without the consent of the Borrower or
the Agent, assign, as collateral or otherwise, any of its rights under this
Agreement and the other Loan Documents (including, without limitation, the right
to payment of principal and interest under the Notes) to any Federal Reserve
Bank, and such assignment of rights to the Federal Reserve Bank shall not be
subject to the conditions and restrictions set forth in items (i) through (v) of
the immediately foregoing proviso; and provided, further, that each Bank may,
without the consent of (but with prior written notice to) the Borrower or the
Agent, assign, in whole or in part, any of its rights and obligations under this
Agreement and the other Loan Documents to any of its Affiliates, and such
assignment to Affiliates shall not be subject to the conditions and restrictions
set forth in items (i) through (v) of the proviso above. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations under the Loan Documents
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Bank hereunder and thereunder and (y) the Bank
assignor thereunder shall, to the extent that rights and obligations under the
Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Loan Documents (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Bank's rights and obligations under the
Loan Documents, such Bank shall cease to be a party hereto).

     (b) By executing and delivering an Assignment and Acceptance, the Bank
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with any Loan Document or



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<PAGE>   108

the execution, legality, validity, enforceability, genuineness, sufficiency or
value of any Loan Document or any other instrument or document furnished
pursuant hereto or thereto; (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any Loan Party or the performance or observance by any Loan Party of any of
its obligations under any Loan Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) such assignee confirms that it has
received a copy of each of the Loan Documents, together with copies of the
financial statements referred to in Section 5.01(e) and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, any Issuing Bank, such
assigning Bank or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement or any other Loan Document;
(v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Agent by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Bank.

     (c) The Agent shall maintain at its address referred to in Section 9.02 a
copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Banks and the
Commitment and principal amount of the Advances owing to, each Bank from time to
time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agent and
the Banks may treat each Person whose name is recorded in the Register as a Bank
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Bank at any reasonable time and from time
to time upon reasonable prior notice.

     (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Bank and an assignee representing that it is an Eligible Assignee,
together with any Notes subject to such assignment, the Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form of
Exhibit F, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register, and (iii) give prompt notice
thereof to the Borrower. Within five Business Days after its receipt of such
notice, the Borrower, at its own expense, shall execute and deliver to the Agent
in exchange for the surrendered Committed Rate Notes, new Committed Rate Notes
to the order of such Eligible Assignee in an aggregate principal amount equal to
the principal amount of Committed Rate Advances owed to it pursuant to such
Assignment and Acceptance and, if the assigning Bank has retained any principal
amount of Committed Rate Advances hereunder, new Committed Rate Notes to the
order of the assigning Bank in an aggregate principal amount equal to such
principal amount. Such new Committed Rate Notes shall be in an aggregate
principal amount equal to the aggregate principal



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<PAGE>   109

amount of such surrendered Committed Rate Notes, shall be dated the effective
date of such Assignment and Acceptance, shall consist of Committed Rate Notes
payable to the order of such Eligible Assignee and, if the assigning Bank has
retained ownership of any Committed Rate Advances hereunder, the assigning Bank
in the appropriate principal amounts, and shall otherwise be in substantially
the forms required by this Agreement.

     (e) Each Bank may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under the Loan
Documents (including, without limitation, all or a portion of its Commitments,
the Notes held by it and reimbursement obligations of the Borrower in respect of
Letters of Credit); provided, however, that (i) such Bank's obligations under
the Loan Documents (including, without limitation, its Commitments to the
Borrower hereunder) shall remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Bank shall remain the holder of any such Notes for all purposes of
the Loan Documents, and (iv) the Borrower, the Agent, each Issuing Bank and the
other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under the Loan Documents;
provided, further, that, to the extent of any such participation (unless
otherwise stated therein and subject to the preceding proviso), the assignee or
purchaser of such participation shall, to the fullest extent permitted by law,
have the same rights and benefits hereunder as it would have if it were a Bank
hereunder; and provided, further, that each such participation shall be granted
pursuant to an agreement providing that the purchaser thereof shall not have the
right to consent or object to any action by the selling Bank (who shall retain
such right) other than an action which would (i) reduce principal of or interest
on any Advance or fees in which such purchaser has an interest, (ii) postpone
any date fixed for payment of principal of or interest on any such Advance or
such fees or (iii) release any material portion of the Collateral other than
pursuant to the terms hereof or any other Loan Document.

     (f) The Borrower agrees that any Bank purchasing a participation from
another Bank pursuant to Section 2.14 or 9.08(e) may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Bank were the
direct creditor of the Borrower in the amount of such participation.

     (g) Notwithstanding any other provision of this Section 9.08, each
Designated Bidder may assign to one or more Eligible Assignees any Competitive
Bid Note.

     SECTION 9.09. Headings. Article and Section headings in this Agreement are
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.

     SECTION 9.10. Confidentiality. Neither the Agent nor any Bank shall
disclose to any third party any Confidential Information disclosed to the Agent
or such Bank pursuant to the Loan Documents, except that (i) the Agent or any
Bank may disclose Confidential Information to a third party to the extent
compelled by law, subpoena, civil investigative demand, interrogatory or similar
legal process or by any rule, regulation or request of any regulatory authority
having



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<PAGE>   110

jurisdiction over the Agent or such Bank, as the case may be, (ii) the Agent or
any Bank may disclose Confidential Information to a potential transferee who is
an Eligible Assignee, provided that such potential transferee agrees to be bound
by the same confidentiality obligations as the Banks under this Section and
(iii) the Agent or any Bank may disclose Confidential Information to its
affiliates or its legal counsel or other agents provided that prior to any such
disclosure the Agent or such Bank, as the case may be, informs such affiliates,
counsel or agent of the confidential nature of such Confidential Information.
For purposes hereof, Confidential Information is written information disclosed
by the Borrower or any of its Subsidiaries to the Agent or any Bank pursuant
hereto that is not information which (x) has become generally available to the
public, other than as a result of disclosure by the Agent or such Bank, (y) was
available on a non-confidential basis prior to its disclosure to the Agent or
such Bank by the Borrower or any of its Subsidiaries, or (z) becomes available
to the Agent or such Bank on a non-confidential basis from a source other than
the Borrower or any of its Subsidiaries. The Agent and the Banks acknowledge
that the Confidential Information may from time to time include material
non-public information relating to the Borrower or its Subsidiaries.

     SECTION 9.11. Severability of Provisions. Each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited or
unenforceable in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remainder of such provision or the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

     SECTION 9.12. Independence of Provisions. All agreements and covenants
hereunder and under the Loan Documents shall be given independent effect such
that if a particular action or condition is prohibited by the terms of any such
agreement or covenant, the fact that such action or condition would be permitted
within the limitations of another agreement or covenant shall not be construed
as allowing such action to be taken or condition to exist.

     SECTION 9.13. Consent to Jurisdiction.

     (a) The Borrower hereby irrevocably submits to the jurisdiction of any New
York State or Federal court sitting in New York City in any action or proceeding
arising out of or relating to this Agreement or any Loan Document, and the
Borrower hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State or Federal court.
The Borrower hereby irrevocably waives, to the fullest extent it may effectively
do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding. The Borrower hereby irrevocably appoints CT Corporation System (the
"Process Agent"), with an office on the date hereof at 1633 Broadway, New York,
New York 10019, United States, as its agent to receive on behalf of the Borrower
and its property service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding. Such service may
be made by mailing or delivering a copy of such process to the



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<PAGE>   111

Borrower in care of the Process Agent at the Process Agent's above address, and
the Borrower hereby irrevocably authorizes and directs the Process Agent to
accept such service on his behalf. As an alternative method of service, the
Borrower also irrevocably consents to the service of any and all process in any
such action or proceeding by the mailing of copies of such process to the
Borrower at its address specified in Section 9.02. The Borrower agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

     (b) Nothing in this section shall affect the right of any Bank, any Issuing
Bank or the Agent to serve legal process in any other manner permitted by law or
affect the right of any Bank, any Issuing Bank or the Agent to bring any action
or proceeding against the Borrower or its property in the courts of any other
jurisdictions.

     SECTION 9.14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION
OF ANY OTHER LAW.

     SECTION 9.15. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT, THE
ISSUING BANK AND THE BANKS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT' OF OR RELATING TO ANY OF
THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

     SECTION 9.16. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


                                       93




<PAGE>   112



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

                                     THE BORROWER

                                     PHYCOR, INC.


                                     By________________________________________
                                       Name:
                                       Title:


                                     THE AGENT

                                     CITIBANK, N.A.,
                                       as Agent


                                     By________________________________________
                                       Name:
                                       Title:


                                     THE DOCUMENTATION AGENT

                                     NATIONSBANK, N.A.,
                                       as Documentation Agent


                                     By________________________________________
                                       Name:
                                       Title:


                                     THE ISSUING BANK

                                     CITIBANK, N.A.,
                                       as Issuing Bank


                                      By_______________________________________
                                        Name:
                                        Title:



                                       94
<PAGE>   113



Commitment:                          THE BANKS

A Commitment:  $23,333,333.33        CITIBANK, N.A.
B Commitment:  $11,666,666.67

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $21,666,666.67        NATIONSBANK, N.A.
B Commitment:  $10,833,333.33

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $16,666,666.67        FIRST AMERICAN NATIONAL BANK
B Commitment:  $ 8,333,333.33

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $18,333,333.33        FIRST UNION NATIONAL BANK OF
B Commitment:  $ 9,166,666.67        NORTH CAROLINA


                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $16,666,666.67        PNC BANK, KENTUCKY, INC.
B Commitment:  $ 8,333,333.33

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $16,666,666.67        MELLON BANK, N.A.
B Commitment:  $ 8,333,333.33

                                     By________________________________________
                                       Name:
                                       Title:


                                       95
<PAGE>   114


A Commitment:  $12,333,333.33        BANK OF NOVA SCOTIA
B Commitment:  $ 6,166,666.67

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $12,333,333.33        CORESTATES BANK, N.A.
B Commitment:  $ 6,166,666.67

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $12,333,333.33        CREDIT LYONNAIS NEW YORK BRANCH
B Commitment:  $ 6,166,666.67

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $12,333,333.33        DEUTSCHE BANK AG, New York Branch and/or
B Commitment:  $ 6,166,666.67        Cayman Islands Branch

                                     By________________________________________
                                       Name:
                                       Title:

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $  6,666,666.67       THE SUMITOMO BANK, LIMITED
B Commitment:  $  3,333,333.33

                                     By________________________________________
                                       Name:
                                       Title:

A Commitment:  $18,333,333.33        SUNTRUST BANK, NASHVILLE, N.A.
B Commitment:  $ 9,166,666.67

                                     By________________________________________
                                       Name:
                                       Title:


                                       96
<PAGE>   115



A Commitment:  $12,333,333.33        TORONTO DOMINION (TEXAS), INC.
B Commitment:  $ 6,166,666.67

                                     By________________________________________
                                       Name:
                                       Title:



Total A Commitments:    $200,000,000

Total B Commitments:    $100,000,000

Total Commitments:      $300,000,000


DA961880.004/16+




                                       97