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                          PRIME MEDICAL SERVICES, INC.



                           FIFTH AMENDED AND RESTATED
                                 LOAN AGREEMENT




                        $50,000,000 REVOLVING CREDIT LOAN


                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

             BANK ONE, NA, with its main office in Chicago, Illinois
                             as Documentation Agent,


                                       and


                            THE LENDERS NAMED HEREIN,
                                   as Lenders


                            Dated as of July 26, 2002



                         BANC OF AMERICA SECURITIES LLC,
                        as Lead Arranger and Book Manager





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<PAGE>


                                TABLE OF CONTENTS

         Section                                                            Page


Article I.    DEFINITIONS AND ACCOUNTING TERMS.................................2
         1.01 Defined Terms....................................................2
         1.02 Other Interpretive Provisions...................................26
         1.03 Accounting Terms................................................26
         1.04 Rounding........................................................27
         1.05 References to Agreements and Laws.  ............................27
         1.06 Times of Day.  .................................................27
         1.07 Letter of Credit Amounts.  .....................................27

Article II.   the COMMITMENTS and Credit Extensions...........................27
         2.01 Committed Loans.  ..............................................27
         2.02 Borrowings, Conversions and Continuations of Committed Loans....28
         2.03 Letters of Credit...............................................29
         2.04 Swing Line Loans................................................36
         2.05 Prepayments.....................................................39
         2.06 Termination or Reduction of Commitments.  ......................40
         2.07 Repayment of Loans..............................................41
         2.08 Interest........................................................41
         2.09 Fees............................................................42
         2.10 Computation of Interest and Fees................................42
         2.11 Evidence of Debt................................................43
         2.12 Payments Generally..............................................43
         2.13 Sharing of Payments.............................................44

Article III.  TAXES, YIELD PROTECTION AND ILLEGALITY..........................45
         3.01 Taxes...........................................................45
         3.02 Illegality......................................................46
         3.03 Inability to Determine Rates....................................47
         3.04 Increased Cost and Reduced Return; Capital Adequacy.............47
         3.05 Funding Losses..................................................48
         3.06 Matters Applicable to all Requests for Compensation.  ..........48
         3.07 Survival........................................................48

Article IV.   SECURITY........................................................48
         4.01 Collateral......................................................48
         4.02 Future Liens....................................................49
         4.03 Release of Collateral...........................................49

Article V.    CONDITIONS PRECEDENT TO Credit Extensions.......................51
         5.01 Conditions of Initial Credit Extension..........................51
         5.02 Conditions to all Credit Extensions.............................54

Article VI.   REPRESENTATIONS AND WARRANTIES..................................55
         6.01 Existence, Qualification and Power; Compliance with Laws........55
         6.02 Authorization; No Contravention.  ..............................54
         6.03 Governmental Authorization; Other Consents.  ...................55
         6.04 Binding Effect.  ...............................................55
         6.05 Financial Statements; No Material Adverse Effect................55
         6.06 Litigation......................................................56
         6.07 No Default......................................................56
         6.08 Ownership of Property; Liens....................................56
         6.09 Environmental Compliance........................................56
         6.10 Insurance.......................................................56
         6.11 Taxes...........................................................57
         6.12 ERISA Compliance................................................57
         6.13 Subsidiaries; Partnerships......................................57
         6.14 Margin Regulations; Investment Company Act; Public Utility
              Holding Company Act.............................................58
         6.15 Disclosure......................................................58
         6.16 Compliance with Laws............................................58
         6.17 Operation of Business...........................................58
         6.18 Debt............................................................59
         6.19 Agreements......................................................59
         6.20 Liens and Security Interests....................................59
         6.21 Designated Senior Debt..........................................59

Article VII.  AFFIRMATIVE COVENANTS...........................................60
         7.01 Financial Statements............................................59
         7.02 Certificates; Other Information.................................60
         7.03 Notices.........................................................62
         7.04 Payment of Obligations..........................................62
         7.05 Preservation of Existence, Etc..................................63
         7.06 Maintenance of Properties.......................................63
         7.07 Maintenance of Insurance........................................63
         7.08 Compliance with Laws............................................63
         7.09 Books and Records...............................................63
         7.10 Inspection Rights...............................................63
         7.12 Additional Guarantors...........................................64
         7.13 Information Relating to Proposed Acquisitions...................64

Article VIII. NEGATIVE COVENANTS..............................................64
         8.01 Liens...........................................................64
         8.02 Investments.....................................................65
         8.03 Debt............................................................66
         8.04 Fundamental Changes.............................................67
         8.05 Dispositions....................................................67
         8.06 Restricted Payments.............................................68
         8.07 Change in Nature of Business....................................68
         8.08 Transactions with Affiliates....................................69
         8.09 Burdensome Agreements...........................................69
         8.10 Use of Proceeds.................................................69
         8.11 Financial Covenants.............................................70
         8.12 Prepayment of Debt..............................................70
         8.13 Amendment of Partnership and Management Agreements..............70
         8.14 Swap Contracts..................................................70
         8.15 Preferred Stock ................................................71




Article IX.    EVENTS OF DEFAULT AND REMEDIES.................................71
         9.01  Events of Default..............................................70
         9.02  Remedies Upon Event of Default.................................73
         9.03  Application of Funds...........................................74

Article X.     ADMINISTRATIVE AGENT...........................................75
         10.01 Appointment and Authorization of Administrative Agent..........75
         10.02 Delegation of Duties...........................................75
         10.03 Liability of Administrative Agent..............................75
         10.04 Reliance by Administrative Agent...............................76
         10.05 Notice of Default..............................................76
         10.06 Credit Decision; Disclosure of Information by Administrative
               Agent..........................................................77
         10.07 Indemnification of Administrative Agent........................77
         10.08 Administrative Agent in its Individual Capacity................78
         10.09 Successor Administrative Agent.................................78
         10.10 Administrative Agent May File Proofs of Claim..................79
         10.11 Collateral and Guaranty Matters................................80
         10.12 Other Agents; Arrangers and Managers...........................80

Article XI.    MISCELLANEOUS..................................................80
         11.01 Amendments, Etc................................................80
         11.02 Notices and Other Communications; Facsimile Copies.............81
         11.03 No Waiver; Cumulative Remedies.................................83
         11.04 Attorney Costs, Expenses and Taxes.............................83
         11.05 Indemnification by the Borrower................................84
         11.06 Payments Set Aside.............................................85
         11.07 Successors and Assigns.........................................85
         11.08 Confidentiality................................................88
         11.09 Set-off........................................................89
         11.10 Interest Rate Limitation.......................................89
         11.11 Counterparts...................................................90
         11.12 Integration....................................................90
         11.13 Survival of Representations and Warranties.....................90
         11.14 Severability...................................................90
         11.15 Tax Forms......................................................90
         11.16 Governing Law..................................................92
         11.17 Waiver of Right to Trial by Jury...............................93
         11.18 Time of the Essence............................................93
         11.19 Entire Agreement...............................................93
         11.20 Restatement of Original Credit Agreement.......................93
         11.21 Chapter 346....................................................93
         11.22 Restatement....................................................94







SIGNATURES...................................................................S-1

SCHEDULES

         2.01 Commitments and Pro Rata Shares
         6.05 Supplement to Interim Financial Statements
         6.06 Litigation
         6.09 Environmental Matters
         6.13 Subsidiaries, Partnerships, and Other Equity Investments
         8.01 Existing Liens
         8.02 Existing Investments
         8.03 Existing Debt
         11.02Administrative Agent's Office, Certain Addresses for Notices


EXHIBITS
              Form of

         A    Committed Loan Notice
         B    Swing Line Loan Notice
         C    Note
         D    Compliance Certificate
         E    Assignment and Assumption
         F    Guaranty
         G    Opinion Matters
         H    Perfection Certificate
         I    Permitted Acquisition Certification
         J    Permitted Passive Investment Certificate
<PAGE>
                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of July 26,
2002, among Prime Medical Services, Inc., a Delaware corporation (the
"Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer and BANK ONE, NA, with
its main office in Chicago, Illinois, as Documentation Agent.

         Reference is hereby made to that certain Loan Agreement dated as of
November 28, 1994, by and between Borrower, the Banks defined therein, and
BankBoston (then known as The First National Bank of Boston) ("BankBoston"), as
Agent for the Banks defined therein, as amended by that certain First Amendment
to Loan Agreement dated as of August 17, 1995, as amended by the Amended and
Restated Loan Agreement dated as of April 26, 1996 among Borrower, BankBoston,
as Administrative Agent, Bank of America (then known as NationsBank of Texas,
N.A.), as Documentation Agent, and BankBoston, as Syndication Agent, as amended
by the First Amendment to Amended and Restated Loan Agreement dated as of June
14, 1996 among Borrower, BankBoston, as Administrative Agent, Bank of America
(then known as NationsBank of Texas, N.A.), as Documentation Agent, and the
other banks named therein, as further amended by the Second Amended and Restated
Loan Agreement dated as of March 31, 1997 among Borrower, BankBoston, as
Administrative Agent, Bank of America (then known as NationsBank of Texas,
N.A.), as Documentation Agent, and NationsBanc Capital Markets, Inc., and the
lenders named therein, as amended and waived from time to time, as further
amended by the Third Amended and Restated Loan Agreement dated as of April 20,
1998 among Borrower, BankBoston, as original Administrative Agent and as
successor Documentation Agent, Bank of America (then known as NationsBank of
Texas, N.A.), as original Documentation Agent and as successor Administrative
Agent, and the lenders named therein, as further amended by the Fourth Amended
and Restated Loan Agreement dated January 31, 2000, among the Borrower, each of
the lenders party thereto, Bank of America, as Administrative Agent, and
BankBoston, as Documentation Agent, as amended and waived from time to time
(collectively, the "Original Credit Agreement").

         Subject to the terms and conditions set forth below, Borrower and
Lenders desire to entirely amend, modify, and restate the Original Credit
Agreement, to provide for, among other things (a) a decrease in the maximum
amount available under the Commitment to $50,000,000, (b) addition of a letter
of credit subfacility and a swing line subfacility, and (c) modification and
amendment to certain provisions therein, subject to the terms and conditions set
forth in this Agreement.

         The amendment and restatement of the Original Credit Agreement
hereunder is not intended by the parties to constitute either a novation or a
discharge or satisfaction of the indebtedness and "Obligations" under the
Original Credit Agreement, which indebtedness and obligations under the Original
Credit Agreement shall remain outstanding hereunder on the terms and conditions
hereinafter provided.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

<PAGE>
                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

1.01     Defined Terms.  As used in this Agreement, the following terms shall
have the meanings set forth below:

         "2002 Adjustments" means the sum of the following writeoffs of the
Companies recognized by Borrower as of December 31, 2001, the net effect to
Borrower on a consolidated basis after deduction for minority interests does not
exceed $34,800,000 in an aggregate amount: (a) the impairment of goodwill
related to the Subsidiaries of Borrower in the refractive and lithotripsy
businesses, as required by Statement 133 of the Financial Accounting Standards
Board, (b) the write down of accounts receivable of the Companies, and (c)
severance payments due to former executive officers of Borrower.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date hereof, by which Borrower, any
Guarantor, or any other Subsidiary of Borrower directly or indirectly (a)
acquires all or substantially all of the assets of any Person, whether through
purchase of assets, merger, or otherwise, (b) acquires (in one transaction or as
the most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities (or similar ownership interests) of any
Person, or (c) acquires (in one transaction or as the most recent transaction in
a series of transactions) at least a majority of the general partnership or
managing member interests of any Person, or (d) acquires additional Partnership
or other equity interests in any Subsidiary.

         "Adjusted EBITDA" means for any Person for any period, the sum of: (i)
EBITDA, except in the case of any Target in respect of which Consolidated
Earn-Out Indebtedness is payable, EBITDA of such Target shall be increased by
the amount, if any, by which such Person's annualized fiscal year to date EBITDA
used in the calculation of Consolidated Earn-Out Indebtedness, exceeds the
actual EBITDA for the four previous fiscal quarters of such Person for such
period, plus (ii) without duplication, all cash distributions related to
minority interests in Partnerships actually received by Prime Refractive
Management, L.L.C., plus (iii) without duplication, on a pro forma basis, the
EBITDA of any Target which is a Domestic Company acquired during such period as
if it were acquired on the first day of such period; provided however, "Adjusted
EBITDA" shall exclude EBITDA of any Foreign Company.

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 11.02, or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.
<PAGE>
         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

         "After-Acquired Subsidiary" is defined in Section 7.12.

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

         "Aggregate Commitments" means the Commitments of all the Lenders.

         "Agreement" means this Credit Agreement.

         "Applicable Margin" means the interest margin over the Base Rate or the
Eurodollar Rate for Borrowings under the Commitment, or the applicable fees
payable pursuant to Section 2.09(a), as the case may be, based on the Total Net
Funded Debt to Adjusted EBITDA Ratio as of and for the most recent four (4)
quarter period ending on or before the date of determination, set forth opposite
such ratio below:

<TABLE>
<CAPTION>

  ========================================= ========================== ======================== =================
                                                                       Applicable Margin:       Applicable
  Total Net Funded Debt to Adjusted         Applicable Margin: Base    Eurodollar Rate          Margin:
  EBITDA Ratio                              Rate Borrowings            Borrowings               Commitment Fee
  ----------------------------------------- -------------------------- ------------------------ -----------------
  <S>                                       <C>                        <C>                      <C>
  Less than 2.0 to 1.0                      0.50%                      2.00%                    0.375%
  ----------------------------------------- -------------------------- ------------------------ -----------------
  Less than 2.50 to 1.0 but  greater  than
  or equal to 2.00 to 1.0                   1.00%                      2.50%                    0.50%
  ----------------------------------------- -------------------------- ------------------------ -----------------
  Less than 3.00 to 1.0 but  greater  than
  or equal to 2.50 to 1.0                   1.50%                      3.00%                    0.50%
  ----------------------------------------- -------------------------- ------------------------ -----------------
  Greater than or equal to 3.00 to 1.0      2.00%                      3.50%                    0.625%
  ========================================= ========================== ======================== =================
</TABLE>


The Total Net Funded Debt to Adjusted EBITDA Ratio shall be determined from the
then most current of either (a) the quarterly or annual financial statements and
related compliance certificate delivered pursuant to Section 7.01, or (b) the
proforma financial statements submitted pursuant to Paragraph (i) or (j) of the
definition of Permitted Acquisition, as applicable, calculating any adjustments
to such ratio necessitated as a result of the Permitted Acquisition for which
such Borrowing was made; provided however, that until delivery of the first
financial statements as provided above, the maximum Applicable Margin shall
apply. The adjustment, if any, to the Applicable Margin shall be effective
commencing on the fifth (5th) Business Day after delivery of such financial
statements (and related compliance certificate) or the respective date of
Borrowing for a Permitted Acquisition. If Borrower fails at any time to furnish
to the Administrative Agent and the Lenders the financial statements and related
compliance certificate as required to be delivered pursuant to Section 7.01,
then the maximum Applicable Margin shall apply until such time as such financial
statements and compliance certificates are so delivered.
<PAGE>
         "Arranger" means Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit E.

         "Attorney Costs" means and includes all fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the allocated cost of internal legal services and all expenses and
disbursements of internal counsel.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Companies for the fiscal year ended December 31, 2001, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal year of the Companies, including the notes
thereto.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.06, and (c) the date of
termination of the commitment of each Lender to make Loans and of the obligation
of the of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.

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

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

         "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "BDEC Acquisition" means the acquisition by PMOI of an undivided 60%
interest in the "refractive surgery" assets of Barnet Dulaney Eye Center,
P.L.L.C., and the contribution by PMOI of such assets to Prime/BDEC Acquisition,
L.L.C.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.
<PAGE>
         "Borrower Security Agreement" means (a) the Borrower Security Agreement
dated as of April 26, 1996, executed by Borrower in favor of BankBoston, as
predecessor Administrative Agent to Administrative Agent for the benefit of the
Lenders, as the same may be amended, supplemented, or modified from time to
time, including (b) the Consent, Confirmation and Ratification of Borrower
Security Agreement dated as of March 31, 1997, (c) the Second Consent,
Confirmation and Ratification of Borrower Security Agreement dated as of April
20, 1998, (d) the Third Consent, Confirmation and Ratification of Borrower
Security Agreement dated as of January 31, 2000, and (e) the Fourth Consent,
Confirmation and Ratification of Borrower Security Agreement dated as of the
date hereof, which Borrower Security Agreement is in renewal, amendment,
restatement and substitution of that certain Borrower Security Agreement dated
November 28, 1994, executed by Borrower in favor of BankBoston, as predecessor
Administrative Agent to Administrative Agent, for the benefit of the Lenders
under the Original Credit Agreement, as amended pursuant to that First Amendment
to Borrower Security Agreement dated as of August 17, 1995, and any other
security agreement executed from time to time by Borrower and delivered to the
Administrative Agent for the benefit of the Lenders, all as amended, renewed,
restated, and substituted from time to time.

         "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as
the context may require.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "Capital Expenditures" means an expenditure (determined in accordance
with GAAP) for any fixed asset owned by any Company and used in the operations
of such Company having a useful life of more than one year, or any improvements
or additions thereto, including the direct or indirect acquisition of such
assets, and including any Capitalized Lease Obligations.

         "Capital Lease Obligations" means, as to any Person, the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property, which obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP. For purposes of this Agreement, the amount of
such Capital Lease Obligations shall be the capitalized amount thereof, as
determined in accordance with GAAP.

         "Cash Collateralize" has the meaning specified in Section 2.03(g).

         "Cash Equivalent" means any investments of the Companies which are
permitted by Section 8.02(a), and which mature within 180 days of any date of
determination, and which are unconditionally available for repayment of the
Obligations, upon liquidation.
<PAGE>
         "Change of Control" means a Change of Control as defined in the Senior
Subordinated Indenture.

         "Closing Date" means the first date all the conditions precedent in
Section 5.01 are satisfied or waived in accordance with Section 5.01 (or, in the
case of Section 5.01(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collateral Documents" means the Borrower Security Agreement, the
Guarantor Security Agreements, the Pledge Agreements, and all other collateral,
security, lien creating, or related agreements executed or delivered pursuant to
or in connection with this Agreement, as the same may be amended, modified,
renewed, or supplemented from time to time.

         "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

         "Committed Loan" has the meaning specified in Section 2.01.

         "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.

         "Companies" means Borrower and its Subsidiaries.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit D.

         "Consolidated Asset Coverage Ratio" means, as to the Companies on a
consolidated basis, for any period, the ratio of (a) the sum of: (i) accounts
receivable, plus (ii) inventory, plus (iii) property, plant, and equipment net
of any accumulated depreciation, plus (iv) Immediately-available cash and Cash
Equivalents up to $8,000,000 in the aggregate in excess of cash held by any
Company for distribution to any partners or other owners of equity interests
(other than any Company) in any Partnership all on a rolling four quarter basis
and determined in accordance with GAAP, to (b) Senior Net Debt, as of the date
of determination.
<PAGE>
         "Consolidated Earn-Out Indebtedness" means as to any Person, at any
time, in connection with each applicable Permitted Acquisition in which an
earn-out payment or other post-closing payment or payments is or may be due
pursuant to the applicable purchase or acquisition agreement, the projected
aggregate amount of such earn-out or post-closing payments that would be or
become due based upon all events or circumstances that have occurred as of any
date of determination, regardless of whether any such payments are then actually
payable under the terms of the applicable purchase or acquisition agreement;
provided that to the extent any such payments are based on net income, revenues,
EBITDA or similar financial performance criteria of any Target for a defined
post-closing period or periods, the actual applicable financial performance
during the applicable period to date shall be utilized in making such
projection. Borrower shall submit the calculation of Consolidated Earn-Out
Indebtedness with respect to each applicable Permitted Acquisition, together
with each compliance certificate delivered pursuant to Section 7.02(a), together
with any applicable supporting documentation, all of which must be satisfactory
to Administrative Agent.

         "Consolidated Net Income" means, for any Person for any period, the
amount which, in conformity with GAAP, would be shown on a consolidated income
statement of such Person as net income for such period, after deduction of any
minority interests.

         "Consolidated Net Worth" means, at any particular time, all amounts
which, in conformity with GAAP, would be included as stockholders' equity on a
consolidated balance sheet of the Companies; provided however, that Consolidated
Net Worth shall exclude fifty percent (50%) of the face amount of any Permitted
Preferred Stock which provides that payment of dividends may be made in cash.

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

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

         "Credit Extension" means each of the following: (a) a Borrowing and
(b) an L/C Credit Extension.

         "Debt" means as to any Person at any time (without duplication and
without duplication among the Companies): (a) all obligations of such Person for
borrowed money; (b) all obligations of such Person evidenced by bonds, notes,
debentures, or other similar instruments, including, without limitation, the
Senior Subordinated Notes; (c) all obligations of such Person to pay the
deferred purchase price of property or services, including, without limitation,
Consolidated Earn-Out Indebtedness, except trade accounts payable of such Person
arising in the ordinary course of business that are not past due by more than
ninety (90) days; (d) all Capital Lease Obligations of such Person; (e) all
indebtedness or other obligations of others of the types described in this
definition, if Guaranteed by such Person or for which such Person is liable as a
partner in any partnership or joint venturer in any joint venture; (f) all
obligations secured by a Lien existing on property owned by such Person, whether
or not the obligations secured thereby have been assumed by such Person or are
non-recourse to the credit of such Person; (g) all reimbursement obligations of
such Person (whether contingent or otherwise) in respect of letters of credit,
banker's acceptances, surety or other bonds and similar instruments; (h) the net
obligations of such Person under any Swap Contract in an amount equal to (i) if
such Swap Contract has been closed out, the termination value thereof; and (ii)
if the Swap Contract has not been closed out, the mark to market value thereof
determined on the basis of readily available quotations provided by any
recognized dealer in Swap Contracts, (i) all liabilities of such Person in
respect of unfunded vested benefits under any Pension Plan, and (j) fifty
percent (50%) of the face amount of any Permitted Preferred Stock which provides
that payment of dividends may be made in cash; provided, however, that the term
Debt shall not include endorsements of instruments for deposit or collection in
the ordinary course of business.
<PAGE>
          "Debt Service Coverage Ratio" means, as to the Companies (including on
a pro forma basis any Company acquired in any Permitted Domestic Acquisition for
each of the components of and for the entire period of calculation of Debt
Service Coverage Ratio) for any period, the ratio of (a) the sum of: (i)
Adjusted EBITDA for such period, minus (ii) the aggregate amount of Unfinanced
Capital Expenditures made during such period, minus (iii) all cash tax payments,
divided by (b) the sum of: (i) all cash interest payments payable during such
period in respect of all Debt of the Companies (without deduction for any
minority interests but excluding Debt of any Foreign Company to the extent it is
repaid with cash flow of such Foreign Company), plus (ii) 1/7 of the outstanding
principal amount of the Loans as of any date of determination, plus (iii) 1/7 of
the Consolidated Earn-Out Indebtedness as of any date of determination, plus
(iv) any regularly scheduled principal payments on Indebtedness (including
Subordinated Debt, but excluding Consolidated Earn-Out Indebtedness and
excluding Debt of any Foreign Company), plus (v) all cash dividends declared or
paid on any Permitted Preferred Stock, all as determined on a rolling four (4)
quarter and consolidated basis in accordance with GAAP.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Margin) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.
<PAGE>
         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Dollar" and "$" mean lawful money of the United States.

         "Domestic Acquisition" means an Acquisition in which the Target is a
Person organized under the laws of any political subdivision of the United
States.

         "EBITDA" means, for any Person for any period: (a) Consolidated Net
Income of such Person for such period, determined after deduction of any
minority interests, plus (b) all amounts deducted therefrom during such period,
in conformity with GAAP, for interest, taxes, depreciation and amortization,
provided that cash flow from Permitted Passive Investments shall only be
included in the calculation of EBITDA to the extent: (i) it has been actually
received by Borrower or a Guarantor, and (ii) it does not exceed fifteen percent
(15%) of total EBITDA for such period, and provided further, that (x) the 2002
Adjustments and (y) the non-cash losses or impairments resulting from the Lasik
Divesture, in an aggregate amount not to exceed $15,000,000, not included in the
calculation of 2002 Adjustments shall be excluded from any calculation of
Borrower's EBITDA.

         "Eligible Assignee" has the meaning specified in Section 11.07(g).

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974.
<PAGE>
         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

              (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

              (b) if the rate referenced in the preceding clause (a) does
         not appear on such page or service or such page or service shall not be
         available, the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate on such other page or other
         service that displays an average British Bankers Association Interest
         Settlement Rate for deposits in Dollars (for delivery on the first day
         of such Interest Period) with a term equivalent to such Interest
         Period, determined as of approximately 11:00 a.m. (London time) two
         Business Days prior to the first day of such Interest Period, or

              (c) if the rates referenced in the preceding clauses (a) and
         (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest at which deposits in
         Dollars for delivery on the first day of such Interest Period in same
         day funds in the approximate amount of the Eurodollar Rate Loan being
         made, continued or converted by Bank of America and with a term
         equivalent to such Interest Period would be offered by Bank of
         America's London Branch to major banks in the London interbank
         eurodollar market at their request at approximately 4:00 p.m. (London
         time) two Business Days prior to the first day of such Interest Period.
<PAGE>
         "Eurodollar Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurodollar Rate.

         "Event of Default" has the meaning specified in Section 9.01.

         "Excepted  Subsidiaries"  means  FastStart,  Inc., a North Carolina
corporation,  National  Lithotripters Association, Inc., a North Carolina
corporation, and MedTech Investments, Inc., a North Carolina corporation.

         "Existing Permitted Passive Investments" means ownership by Borrower or
any Subsidiary of a 32.5% interest in Southern California Stone Center, L.L.C.,
a California limited liability company and a 38.25% interest in TENN-GA Stone
Group Two, a Tennessee general partnership.

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

         "Fee Letter" means the letter agreement, dated the date hereof, among
the Borrower, the Administrative Agent and the Arranger.

         "Foreign Acquisition" means an Acquisition in which the Target is a
Person not organized under the laws of any political subdivision of the United
States.

         "Foreign Company" means any Company not organized under a political
subdivision of the United States.

         "Foreign Lender" has the meaning specified in Section 11.15(a)(i).

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.
<PAGE>
         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "Guaranties" means, collectively, (a) the Guaranty Agreements, each
dated as of April 26, 1996, executed by certain Guarantors, (b) the Consent,
Confirmation and Ratification of Guaranty Agreements, dated as of March 31,
1997, executed by certain Guarantors, (c) the Second Consent, Confirmation and
Ratification of Guaranty Agreements dated as of April 20, 1998 executed by
certain Guarantors, (d) the Consent, Confirmation and Ratification of Guaranty
Agreements dated as of April 20, 1998 executed by certain Guarantors, (e) the
Guaranty Agreement dated as of March 31, 1997 executed by Prostatherapies, Inc.,
(f) the Guaranty Agreements, each dated April 20, 1998 executed by each Excepted
Subsidiary and Executive Medical Enterprises, Inc., (g) the Guaranty Agreement
dated as of January 31, 2000, executed by each Guarantor, (h) the Consent,
Confirmation and Ratification of Guaranty Agreements dated as of the date hereof
executed by each Guarantor, and (i) the Guaranty Agreement dated as of the date
hereof, executed by AK Associates, L.L.C., Prime Medical Manufacturing, LLC; and
Prime Refractive Management, L.L.C., certain of which Guaranty Agreements are in
renewal, amendment, substitution and replacement of the Guaranty Agreements
executed by certain Guarantors under the Original Credit Agreement in favor of
the Agent and the Lenders under the Original Credit Agreement and shall also
include any other guaranty agreement heretofore or hereafter from time to time
executed by any Guarantor and delivered to the Administrative Agent for the
benefit of Lenders, as amended, restated, renewed, and substituted from time to
time. "Guaranty" means any one of the Guaranties.

         "Guarantors" means, collectively, all Wholly-Owned domestic
Subsidiaries of Borrower, now owned or hereafter acquired or formed, including,
without limitation, the Subsidiaries listed on Schedule 6.13, other than, so
long as they shall hold no material assets, KCPR, LLC, and Prime/BDR
Acquisition, L.L.C., and "Guarantor" means any one of the Guarantors.

         "Guarantor Security Agreements" means (a) the Security Agreements, each
dated as of April 26, 1996, executed by certain Guarantors, (b) the Consent,
Confirmation and Ratification of Guarantor Security Agreements dated as of March
31, 1997, executed by certain Guarantors, (c) the Second Consent, Confirmation
and Ratification of Guarantor Security Agreement dated as of April 20, 1998,
executed by certain Guarantors, (d) the Consent, Confirmation and Ratification
of Guarantor Security Agreements dated as of January 31, 2000, executed by
certain Guarantors, (e) the Security Agreement dated as of March 31, 1997,
executed by Prostatherapies, Inc., (f) the Guarantor Security Agreements dated
April 20, 1998 executed by each Excepted Subsidiary and Executive Medical
Enterprises, Inc., (g) the Security Agreement dated as of January 31, 2000,
executed by each Guarantor each in favor of Administrative Agent for the benefit
of Lenders, (h) the Amendment, Consent, Confirmation, and Ratification of
Guarantor Security Agreements dated as of the date hereof, executed by the
Guarantors, and (i) the Security Agreements, each dated the date hereof, and
executed by AK Associates, L.L.C., Prime Medical Manufacturing, LLC., and Prime
Refractive Management, L.L.C., certain of which Security Agreements are in
renewal, amendment, restatement and substitution of the Security Agreements
executed by certain Guarantors under the Original Credit Agreement in favor of
the Administrative Agent, for the benefit of the Lenders under the Original
Credit Agreement, and shall also include any other security agreements
heretofore or hereafter from time to time executed by any Guarantor and
delivered to the Administrative Agent for the benefit of Lenders, as amended,
restated, renewed, and substituted from time to time. "Guarantor Security
Agreement" means any one of the Guarantor Security Agreements.
<PAGE>
         "Guarantee" means, as to any Person, any (a) any obligation, contingent
or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Debt or other obligation payable or performable by another
Person (the "primary obligor") in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Debt or other obligation
of the payment or performance of such Debt or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor so
as to enable the primary obligor to pay such Debt or other obligation, or (iv)
entered into for the purpose of assuring in any other manner the obligee in
respect of such Debt or other obligation of the payment or performance thereof
or to protect such obligee against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any Debt or other
obligation of any other Person, whether or not such Debt or other obligation is
assumed by such Person. The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term
"Guarantee" as a verb has a corresponding meaning.

         "Horizon Acquisition" means the acquisition by Prime/BDR Acquisition,
L.L.C. of 60% of the stock of Horizon Vision Center, Inc.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "Immediately-available" means that any cash or Cash Equivalents are
capable of being liquidated (without premium, penalty, or restriction) within
180 days of any date of determination, are not subject to any Liens or claims of
third persons, and are unconditionally available for payment of the Obligations
upon liquidation.
<PAGE>
         "Indemnified Liabilities" has the meaning set forth in Section 11.05.

         "Indemnitees" has the meaning set forth in Section 11.05.

         "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each April, July, October, and January and the Maturity
Date.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Committed Loan Notice;
provided that:

              (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless such Business Day falls in another calendar month, in which
         case such Interest Period shall end on the next preceding Business Day;

              (ii) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall end on the last Business Day of the calendar month at the
         end of such Interest Period; and

              (iii) no Interest Period shall extend beyond the Maturity Date.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         "IRS" means the United States Internal Revenue Service.

         "Issuance Proceeds" means the net cash proceeds of (i) any sale or
issuance of Borrower's capital stock, excluding any sale or issuance of capital
stock under Borrower's stock option plans, or (ii) the incurrence of any Debt of
the type described in subsections (a) and (b) of the definition of Debt (other
than the Senior Subordinated Notes), in each case to the extent permitted
hereunder.
<PAGE>
         "Lasik Divestiture" means, the sale, abandonment, or other disposition
of stock or other ownership interests in Subsidiaries engaged primarily in the
refractive business, or the assets of any such Subsidiaries.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

         "Letter of Credit Sublimit" means an amount equal to $3,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.
<PAGE>
         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect
as any of the foregoing).

         "Loan" means an extension of credit by a Lender to the
Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, the Notes, the Guaranties, the
Borrower Security Agreement, the Guarantor Security Agreements, the Pledge
Agreements, any Swap Contract documents, and all other instruments, documents,
and agreements executed and delivered pursuant to or in connection with this
Agreement, as such instruments, documents, and agreements may be amended,
modified, renewed, extended, or supplemented from time to time.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Material Adverse Effect" means, excluding the 2002 Adjustments, (a) a
material adverse change in, or a material adverse effect upon, the operations,
business, properties, liabilities (actual or contingent), condition (financial
or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of any Loan Party to
perform its obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a
party.

         "Material Subsidiary" means, as of any date, (a) any Subsidiary which,
together with its Subsidiaries, accounts for three percent (3%) or more of the
Company's consolidated gross revenues or assets, or (b) any combination of
Subsidiaries which, together with their Subsidiaries, account for seven percent
(7%) or more of the Company's consolidated gross revenues or assets, in each
case on a consolidated basis (but without elimination of any minority interests)
as of and for the most recent fiscal quarter for which such information is
available. "Material Subsidiaries" means all of the Material Subsidiaries.

         "Maturity Date" means July 25, 2005, or such earlier date on which the
Commitments terminate as provided in this Agreement.

         "Maximum Rate" or "Maximum Amount" means, for Administrative Agent and
each Lender, the maximum non-usurious rate of interest which, under all
applicable Laws, Administrative Agent or such Lender is permitted to contract
for, charge, take, reserve, or receive on the Obligations. If the Laws of the
State of Texas are applicable for purposes of determining the "Maximum Rate,"
then such term means the "weekly ceiling" from time to time in effect under
Texas Finance Code ss. 303.001 as limited by Texas Finance Code ss. 303.009.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.
<PAGE>
         "Note" means a promissory note made by the Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit C.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding; provided that, all
references to the "Obligations" in the Collateral Documents and in Articles 4
and 5, shall, in addition to the foregoing, also include all present and future
indebtedness, liabilities, and obligations (and all renewals and extensions
thereof or any part thereof) now or hereafter owed to any Lender or any
Affiliate of a Lender arising from, by virtue of, or pursuant to any Swap
Contract relating to the principal debt under any Loan or Letter of Credit.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

         "Outstanding Amount" means (i) with respect to Committed Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Committed
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Participant" has the meaning specified in Section 11.07(d).

         "Partnerships" means the partnerships and limited liability companies
in which Borrower or any Subsidiary now owns or hereafter acquires general
and/or limited partnership interests or membership interests, including, without
limitation, the partnerships and other Persons listed on Schedule 6.13.
"Partnership" means any one of the Partnerships, and shall also include any non
Wholly-Owned Subsidiary of Prime RVC or Prime Refractive Management, L.L.C.
<PAGE>
         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisition" means an Acquisition by Borrower or any of the
Guarantors with respect to which each of the following conditions shall have
been satisfied:

              (a) the Acquisition by Borrower or such Guarantor is of a
         Target which is engaged in substantially the same lines of business as
         the business conducted by Borrower or such Guarantor on the date
         hereof, or any other business reasonably related thereto;

              (b) as of the closing of such Acquisition, the Acquisition has
         been approved by the board of directors or other applicable governing
         body of the Target and the Person from which the Target is to be
         acquired;

              (c) prior to the closing of such Acquisition, the Target and
         the Person from which the Target is to be acquired must be Solvent;

              (d) as of the closing of such Acquisition, after giving effect
         to such Acquisition, Borrower or the Guarantor that is the acquiring
         party must be Solvent and the Companies, on a consolidated basis, must
         be Solvent;

              (e) as of the closing of such Acquisition, after giving effect
         to such Acquisition, no Default shall exist or occur as a result of,
         and after giving effect to, such Acquisition;

              (f) the aggregate purchase price with respect to such
         Acquisition does not exceed five (5) times EBITDA of the Target,
         subject to adjustments acceptable to the Administrative Agent where
         less than all of the business, assets or stock of the Target is
         acquired, pursuant to the Acquisition for the four (4) fiscal quarters
         ending on the most recently ended fiscal period prior to the date of
         such Acquisition;

              (g) the aggregate nonstock consideration for such Acquisition
         does not exceed (i) $10,000,000 in the case of a Domestic Acquisition,
         or (ii) $3,500,000 in the case of a Foreign Acquisition (other than the
         Acquisition of additional ownership interests in the Partnerships in
         which Borrower or a Guarantor is, as of the date hereof, the general
         partner or managing member);
<PAGE>
              (h) the aggregate cash consideration for all (i) Domestic
         Acquisitions on and after the Closing Date (other than the Acquisition
         of additional ownership interests of the Partnerships in which Borrower
         or a Guarantor is, as of the date hereof, the general partner or
         managing member) during the immediately preceding twelve (12) month
         period (including such Acquisition) does not exceed $25,000,000, and
         (ii) Foreign Acquisitions during the twelve (12) months after the
         Closing Date does not exceed $6,500,000; provided that after the end of
         the twelve month period following the Closing Date, no cash
         consideration for Foreign Acquisitions shall be permitted;

              (i) not less than 15 Business Days prior to the closing of any
         Acquisition, the Administrative Agent shall have received pro forma
         financial statements of the Companies (as if the business, assets or
         Person acquired had been acquired since the first (1st) day of the
         period for which such pro forma financial statements are delivered and
         had been managed and conducted in accordance with the Borrower's
         standard business practices) for the prior four (4) fiscal quarters of
         Borrower and the Companies;

                  (j) in the case of any Domestic Acquisition for which the
         aggregate purchase price equals or exceeds $7,500,000, the Target must
         deliver annual financial statements for the immediately preceding
         fiscal year, audited by independent certified public accountants of
         recognized standing, and accompanied by an opinion of such independent
         certified public accountants stating that such report has been prepared
         in accordance with GAAP;

              (k) for the twelve (12) month period prior to the Closing Date
         of the Acquisition, the EBITDA of the Target must be positive;

              (l) as of the closing of such Acquisition, Borrower or a
         Guarantor shall Control the Target;

              (m) if the Target is to be an After-Acquired Subsidiary, then
         Borrower shall have complied with the terms and conditions set forth in
         Section 7.12;

              (n) the absence of action, suit, investigation, or proceeding
         pending or threatened in any court or before any arbitrator or
         governmental authority that affects the Target or the proposed
         Acquisition, which could reasonably be expected to have a material
         adverse effect on the Target or the Borrower;

              (o) after the closing of such Acquisition and after giving
         effect thereto, the Aggregate Commitments must exceed the Total
         Outstandings by at least $5,000,000;

              (p) the Administrative Agent has received a certificate dated
         on or immediately prior to the date of Acquisition, executed by the
         President or a Vice President of Borrower confirming that all
         representations and warranties set forth in the Loan Documents continue
         to be true and correct in all material respects immediately prior to
         and after giving effect to the Permitted Acquisition and the
         transactions contemplated thereby, and setting forth the calculations
         supporting compliance with the limitations prescribed herein;
<PAGE>
              (q) in the case of a Foreign Acquisition, Restricted Foreign
         Debt does not exceed $4,000,000; and

              (r) Borrower or such Guarantor shall have submitted to
         Administrative Agent a Permitted Acquisition Certification
         substantially in the form of Exhibit I.

         "Permitted Passive Investment" means an acquisition by Borrower or any
of the Guarantors, in one transaction or in a series of transactions of
partnership, stock, or other interests of a Person ("Equity Interests") which is
not an Acquisition and does not permit Borrower or any Guarantor to Control such
Person, with respect to which each of the following conditions have been met:

              (a) the acquisition by Borrower or such Guarantor is of Equity
         Interests of a Person (the "Passive Target") which is engaged in
         substantially the same business as the one or more of the businesses
         conducted by Borrower or such Guarantor on the date hereof, or any
         other business reasonably related thereto;

              (b) as of the closing of such Permitted Passive Investment,
         the acquisition has been approved by the board of directors or other
         applicable governing body of the Passive Target and the Person from
         which the Equity Interests are to be acquired;

              (c) prior to the closing of such acquisition, the Passive
         Target and the Person from which the Equity Interests are to be
         acquired must be Solvent;

              (d) as of the closing of such Permitted Passive Investment,
         after giving effect to such Permitted Passive Investment, Borrower or
         the Guarantor that is the acquiring party must be Solvent and the
         Companies, on a consolidated basis, must be Solvent;

              (e) as of the closing of such Permitted Passive Investment,
         after giving effect to such Permitted Passive Investment, no Default
         shall exist or occur as a result of, and after giving effect to, such
         Permitted Passive Investment;

              (f) the aggregate acquisition price of any Permitted Passive
         Investment, together with the original purchase price of all then
         existing Permitted Passive Investments of Borrower and its Guarantors
         (excluding, however, any prior Permitted Passive Investment which
         Borrower or any Guarantor then Controls) as of the date of consummation
         of the Permitted Passive Investment, does not exceed the lesser of (i)
         twenty percent (20%) of Total Equity or (ii) $10,000,000;
<PAGE>
              (g) not less than thirty (30) Business Days prior to the
         closing of any Permitted Passive Investment, the Administrative Agent
         shall have received a certificate setting forth compliance with
         condition (f), set forth above;

              (h) the absence of action, suit, investigation, or proceeding
         pending or threatened in any court or before any arbitrator or
         governmental authority that affects the Target or the proposed
         Permitted Passive Investment, which could reasonably be expected to
         have a material adverse effect on the Target or the Borrower;

              (i) the Administrative Agent has received a certificate dated
         on or immediately prior to the date of the Permitted Passive
         Investment, executed by the President or a Vice President of Borrower
         confirming that all representations and warranties set forth in the
         Loan Documents continue to be true and correct in all material respects
         immediately prior to and after giving effect to the Permitted Passive
         Investment and the transactions contemplated thereby, and setting forth
         the calculations supporting compliance with the limitations prescribed
         herein; and

              (j) Borrower or such Guarantor shall have submitted to
         Administrative Agent a Permitted Passive Investment Certificate
         substantially in the form of Exhibit J.

              No repurchase or redemption of Borrower's capital stock by
         Borrower or a Guarantor, whether through issuance and performance of a
         put agreement, or otherwise, shall be a Permitted Passive Investment.

         "Permitted Preferred Stock" means preferred stock of Borrower in a face
amount of up to $25,000,000, provided that, (a) such preferred stock is
non-redeemable and non-callable, (b) the dividends on such preferred stock are
(i) payable solely in the common stock or other preferred stock of Borrower or
(ii) if payable in cash, such cash dividends do not exceed $2,000,000 in any
fiscal year of Borrower, and (c) such preferred stock is otherwise in form and
substance acceptable to Administrative Agent.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pledge Agreements" means (a) the Pledge Agreements, each dated as of
April 26, 1996, executed by Borrower and each Subsidiary of Borrower that owned
general and/or limited partnership interests in the Partnerships in favor of the
Administrative Agent, for the benefit of the Lenders, as the same may be
amended, supplemented or modified from time to time, including (b) the Consent,
Confirmation and Ratification of Pledge and Security Agreements, dated as of
March 31, 1997, (c) the Second Consent, Confirmation and Ratification of Pledge
and Security Agreements dated as April 20, 1998, and (d) the Pledge and Security
Agreements dated as of January 31, 2000, and shall also include any other pledge
agreement heretofore or hereafter from time to time executed by any Person and
delivered to Administrative Agent for the benefit of Lenders, as amended,
restated, renewed, and substituted from time to time. "Pledge Agreement" means
any one of the Pledge Agreements.
<PAGE>
         "Pledgors" means each of the pledgors of partnership interests or
Assigned Rights (as defined in the applicable Pledge Agreement) pursuant to a
Pledge Agreement. "Pledgor" means any one of the Pledgors.

         "PMOI" means Prime Medical  Operating,  Inc., a Delaware  corporation,
and its permitted  successors and assigns.

         "Prime RVC" means Prime RVC, Inc., a Delaware corporation, and its
permitted successors and assigns.

         "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 9.02, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

         "Register" has the meaning set forth in Section 11.07(c).

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the thirty (30) day notice period has been
waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, as of any date of determination, Lenders
having sixty percent (60%) of the Aggregate Commitments or, if the commitment of
each Lender to make Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 9.02, Lenders holding
in the aggregate sixty percent (60%) of the Total Outstandings (with the
aggregate amount of each Lender's risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed "held" by such Lender for
purposes of this definition); provided that the Commitment of, and the portion
of the Total Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.
<PAGE>
         "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

         "Restricted Foreign Debt" means Debt incurred or existing which is (i)
the sole obligation of a Foreign Company or foreign Target, (ii) not secured by
any assets of a Domestic Company, and (iii) not a Debt of any Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other equity interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Senior Net Debt" means, as of any date, all Total Net Funded Debt of
the Companies which is not Subordinated Debt.

         "Senior Net Funded Debt to Adjusted EBITDA Ratio" means, as of any
date, the ratio of (a) the aggregate amount of Senior Net Debt of the
Companies (without deduction for any minority interests), as of such date, to
(b) Adjusted EBITDA of the Companies, for the four (4) fiscal quarter period
ending on the date of determination (including on a pro forma basis any
Permitted Acquisition).

         "Senior Subordinated Indenture" means that certain Trust Indenture
dated as of March 27, 1998, between Borrower and State Street Bank and Trust
Company of Missouri, as Trustee.

         "Senior Subordinated Notes" means those certain $100,000,000 aggregate
principal amount Senior Subordinated Notes issued by Borrower pursuant to the
Senior Subordinated Indenture, due April 1, 2008.

         "Solvent" means, with respect to any Person, that on the date of
determination (a) the fair market value of its assets is greater than the total
amount of liabilities, including, without limitation, contingent liabilities of
such Person which would be required to be included on the balance sheet of such
Person or disclosed in the financial statements of such Person in accordance
with GAAP, (b) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature, and (d) such Person is not engaged in business or transactions, and is
not about to engage in business or transactions, for which its assets would
constitute an unreasonably small capital.
<PAGE>
         "Subordinated Debt" means the Senior Subordinated Notes.

         "Subsidiary" means, with respect to any Person, any corporation,
partnership, association, or other business entity (a) of which securities or
other ownership interests representing more than fifty percent (50%) of the
equity or more than fifty percent (50%) of the ordinary voting power or more
than fifty percent (50%) of the general partnership interests or membership
interests are, at the time any determination is made, owned, Controlled or held
by such Person, or (b) that is, at the time any determination is made, otherwise
Controlled by one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).
<PAGE>
         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.04.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be substantially in the
form of Exhibit B.

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$3,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Target" means any Person that has been or may be acquired pursuant to
an Acquisition permitted hereunder.

         "Total Net Funded Debt" means, as of any date, the sum of: (a) Debt of
the Companies; less (b) Restricted Foreign Debt; less (c) the amount of any
Immediately-available cash and Cash Equivalents held by the Companies in excess
of $8,000,000 in the aggregate; plus (d) the amount of all cash and cash
equivalents held by any Company for distribution to any partners or other owners
of equity interests (other than any Company) in any Partnership.

         "Total Net Funded Debt to Adjusted EBITDA Ratio" means, as of any date,
the ratio of (a) the aggregate outstanding amount of Total Net Funded Debt
(without deduction for any minority interests), as of such date, to (b) Adjusted
EBITDA of the Companies for the four (4) fiscal quarter period ending on the
date of determination (including on a pro forma basis any Permitted Acquisition
and excluding any Foreign Company).

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

         "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "Unfinanced Capital Expenditures" means for any Person for any period,
the aggregate of Capital Expenditures during such period, minus the aggregate
amount of such Capital Expenditures incurred in connection with any fixed asset
acquired with Debt.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.
<PAGE>
         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" has the meaning set forth in Section 2.03(c)(i).

         "Wholly-Owned Subsidiaries" means, as of any date, all Subsidiaries
that are wholly-owned by Borrower or a wholly-owned Subsidiary of Borrower.
"Wholly-Owned Subsidiary" means any one of the Wholly-Owned Subsidiaries.

         1.02 Other Interpretive Provisions. With reference to this Agreement
and each other Loan  Document,  unless otherwise specified herein or in such
other Loan Document:

         (a)  The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b)  (i) The words "herein," "hereto," "hereof" and "hereunder" and
words of similar import when used in any Loan Document shall refer to such Loan
Document as a whole and not to any particular provision thereof.

              (ii) Article, Section, Exhibit and Schedule references are to
         the Loan Document in which such reference appears.

              (iii) The term "including" is by way of example and not
         limitation.

              (iv) The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced, whether in physical
         or electronic form.

         (c)  In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

         (d)  Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         1.03 Accounting Terms.

         (a)  All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.
<PAGE>
         (b)  If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         1.04 Rounding. Any financial ratios required to be maintained by the
Borrower  pursuant  to this  Agreement  shall  be  calculated  by  dividing  the
appropriate  component by the other component,  carrying the result to one place
more than the  number of places by which  such  ratio is  expressed  herein  and
rounding  the result up or down to the nearest  number  (with a  rounding-up  if
there is no nearest number).

         1.05 References to Agreements and Laws. Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including
the Loan Documents) and other contractual instruments shall be deemed to include
all  subsequent  amendments,  restatements,  extensions,  supplements  and other
modifications   thereto,   but  only  to  the  extent   that  such   amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document;  and (b) references to any Law shall include all statutory
and regulatory provisions consolidating,  amending, replacing,  supplementing or
interpreting such Law.

         1.06 Times of Day. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).

         1.07 Letter of Credit Amounts. Unless otherwise specified, all
references  herein to the  amount  of a Letter  of  Credit at any time  shall be
deemed to mean the maximum  face amount of such  Letter of Credit  after  giving
effect to all  increases  thereof  contemplated  by such Letter of Credit or the
Letter of Credit Application  therefor,  whether or not such maximum face amount
is in effect at such time.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 Committed Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the  Borrower  from  time to time,  on any  Business  Day  during  the
Availability  Period,  in  an  aggregate  amount  not  to  exceed  at  any  time
outstanding  the amount of such Lender's  Commitment;  provided,  however,  that
after giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments,  and (ii) the aggregate Outstanding Amount
of the Committed  Loans of any Lender,  plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations,  plus such Lender's Pro Rata Share of
the  Outstanding  Amount of all Swing Line Loans shall not exceed such  Lender's
Commitment.  Within the limits of each Lender's  Commitment,  and subject to the
other terms and  conditions  hereof,  the Borrower may borrow under this Section
2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed
Loans may be Base Rate Loans or  Eurodollar  Rate  Loans,  as  further  provided
herein.
<PAGE>
         2.02 Borrowings, Conversions and Continuations of Committed Loans.

         (a)  Each Committed Borrowing, each conversion of Committed Loans from
one Type to the other, and each continuation of Eurodollar Rate Loans shall be
made upon the Borrower's irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior
to the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate
Committed Loans. Each telephonic notice by the Borrower pursuant to this Section
2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as
provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to
Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a
whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type
to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iii) the principal amount of Committed Loans to be
borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Committed Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or
if the Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Committed Loans shall be made as, or converted
to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such
Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month.

         (b)  Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Pro Rata Share of
the applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans
described in the preceding subsection. In the case of a Committed Borrowing,
each Lender shall make the amount of its Committed Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 12:00 noon. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 5.02 (and, if such Borrowing is the initial Credit
Extension, Section 5.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such
Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then
the proceeds of such Borrowing shall be applied, first, to the payment in full
of any such L/C Borrowings, and second, to the Borrower as provided above.
<PAGE>
         (c)  Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

         (d)  The Administrative Agent shall promptly notify the Borrower and
the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. The
determination  of the  Eurodollar  Rate by the  Administrative  Agent  shall  be
conclusive  in the absence of manifest  error.  At any time that Base Rate Loans
are  outstanding,  the  Administrative  Agent shall  notify the Borrower and the
Lenders of any change in Bank of America's  prime rate used in  determining  the
Base Rate promptly following the public announcement of such change.

         (e)  After giving effect to all Committed Borrowings, all conversions
of Committed Loans from one Type to the other, and all continuations of
Committed Loans as the same Type, there shall not be more than six (6) Interest
Periods in effect with respect to Committed Loans.

         2.03 Letters of Credit.

         (a)  The Letter of Credit Commitment.

              (i) Subject to the terms and conditions set forth herein, (A)
         the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.03, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit for the account
         of the Borrower, and to amend Letters of Credit previously issued by
         it, in accordance with subsection (b) below, and (2) to honor drafts
         under the Letters of Credit; and (B) the Lenders severally agree to
         participate in Letters of Credit issued for the account of the
         Borrower; provided that the L/C Issuer shall not be obligated to make
         any L/C Credit Extension with respect to any Letter of Credit, and no
         Lender shall be obligated to participate in any Letter of Credit if as
         of the date of such L/C Credit Extension, (x) the Total Outstandings
         would exceed the Aggregate Commitments, (y) the aggregate Outstanding
         Amount of the Committed Loans of any Lender, plus such Lender's Pro
         Rata Share of the Outstanding Amount of all L/C Obligations, plus such
         Lender's Pro Rata Share of the Outstanding Amount of all Swing Line
         Loans would exceed such Lender's Commitment, or (z) the Outstanding
         Amount of the L/C Obligations would exceed the Letter of Credit
         Sublimit. Within the foregoing limits, and subject to the terms and
         conditions hereof, the Borrower's ability to obtain Letters of Credit
         shall be fully revolving, and accordingly the Borrower may, during the
         foregoing period, obtain Letters of Credit to replace Letters of Credit
         that have expired or that have been drawn upon and reimbursed.
<PAGE>
              (ii) The L/C Issuer shall be under no obligation to issue any
         Letter of Credit if:

                   (A) any order, judgment or decree of any Governmental
              Authority or arbitrator shall by its terms purport to enjoin or
              restrain the L/C Issuer from issuing such Letter of Credit, or any
              Law applicable to the L/C Issuer or any request or directive
              (whether or not having the force of law) from any Governmental
              Authority with jurisdiction over the L/C Issuer shall prohibit, or
              request that the L/C Issuer refrain from, the issuance of letters
              of credit generally or such Letter of Credit in particular or
              shall impose upon the L/C Issuer with respect to such Letter of
              Credit any restriction, reserve or capital requirement (for which
              the L/C Issuer is not otherwise compensated hereunder) not in
              effect on the Closing Date, or shall impose upon the L/C Issuer
              any unreimbursed loss, cost or expense which was not applicable on
              the Closing Date and which the L/C Issuer in good faith deems
              material to it;

                   (B) the expiry date of such requested Letter of Credit would
              occur more than twelve months after the date of issuance, unless
              the Required Lenders have approved such expiry date;

                   (C) the expiry date of such requested Letter of Credit would
              occur after the Letter of Credit Expiration Date, unless all the
              Lenders have approved such expiry date;

                   (D) the issuance of such Letter of Credit would violate one
              or more policies of the L/C Issuer; or

                   (E) such Letter of Credit is in an initial amount less than
              $100,000, in the case of a standby Letter of Credit, or is to be
              denominated in a currency other than Dollars.

              (iii) The L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) the L/C Issuer would have no obligation at such
         time to issue such Letter of Credit in its amended form under the terms
         hereof, or (B) the beneficiary of such Letter of Credit does not accept
         the proposed amendment to such Letter of Credit.
<PAGE>
         (b)  Procedures for Issuance and Amendment of Letters of Credit.

              (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         must be received by the L/C Issuer and the Administrative Agent not
         later than 11:00 a.m. at least two Business Days (or such later date
         and time as the L/C Issuer may agree in a particular instance in its
         sole discretion) prior to the proposed issuance date or date of
         amendment, as the case may be. In the case of a request for an initial
         issuance of a Letter of Credit, such Letter of Credit Application shall
         specify in form and detail satisfactory to the L/C Issuer: (A) the
         proposed issuance date of the requested Letter of Credit (which shall
         be a Business Day); (B) the amount thereof; (C) the expiry date
         thereof; (D) the name and address of the beneficiary thereof; (E) the
         documents to be presented by such beneficiary in case of any drawing
         thereunder; (F) the full text of any certificate to be presented by
         such beneficiary in case of any drawing thereunder; and (G) such other
         matters as the L/C Issuer may require. In the case of a request for an
         amendment of any outstanding Letter of Credit, such Letter of Credit
         Application shall specify in form and detail satisfactory to the L/C
         Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
         amendment thereof (which shall be a Business Day); (C) the nature of
         the proposed amendment; and (D) such other matters as the L/C Issuer
         may require.

              (ii) Promptly after receipt of any Letter of Credit Application,
         the L/C Issuer will confirm with the Administrative Agent (by telephone
         or in writing) that the Administrative Agent has received a copy of
         such Letter of Credit Application from the Borrower and, if not, the
         L/C Issuer will provide the Administrative Agent with a copy thereof.
         Upon receipt by the L/C Issuer of confirmation from the Administrative
         Agent that the requested issuance or amendment is permitted in
         accordance with the terms hereof, then, subject to the terms and
         conditions hereof, the L/C Issuer shall, on the requested date, issue a
         Letter of Credit for the account of the Borrower or enter into the
         applicable amendment, as the case may be, in each case in accordance
         with the L/C Issuer's usual and customary business practices.
         Immediately upon the issuance of each Letter of Credit, each Lender
         shall be deemed to, and hereby irrevocably and unconditionally agrees
         to, purchase from the L/C Issuer a risk participation in such Letter of
         Credit in an amount equal to the product of such Lender's Pro Rata
         Share times the amount of such Letter of Credit.

              (iii) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.
<PAGE>
         (c)  Drawings and Reimbursements; Funding of Participations.

              (i) Upon receipt from the beneficiary of any Letter of Credit
         of any notice of a drawing under such Letter of Credit, the L/C Issuer
         shall notify the Borrower and the Administrative Agent thereof. Not
         later than 11:00 a.m. on the date of any payment by the L/C Issuer
         under a Letter of Credit (each such date, an "Honor Date"), the
         Borrower shall reimburse the L/C Issuer through the Administrative
         Agent in an amount equal to the amount of such drawing. If the Borrower
         fails to so reimburse the L/C Issuer by such time, the Administrative
         Agent shall promptly notify each Lender of the Honor Date, the amount
         of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount
         of such Lender's Pro Rata Share thereof. In such event, the Borrower
         shall be deemed to have requested a Committed Borrowing of Base Rate
         Loans to be disbursed on the Honor Date in an amount equal to the
         Unreimbursed Amount, without regard to the minimum and multiples
         specified in Section 2.02 for the principal amount of Base Rate Loans,
         but subject to the amount of the unutilized portion of the Aggregate
         Commitments and the conditions set forth in Section 5.02 (other than
         the delivery of a Committed Loan Notice). Any notice given by the L/C
         Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
         may be given by telephone if immediately confirmed in writing; provided
         that the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

              (ii) Each Lender (including the Lender acting as L/C Issuer)
         shall upon any notice pursuant to Section 2.03(c)(i) make funds
         available to the Administrative Agent for the account of the L/C Issuer
         at the Administrative Agent's Office in an amount equal to its Pro Rata
         Share of the Unreimbursed Amount not later than 1:00 p.m. on the
         Business Day specified in such notice by the Administrative Agent,
         whereupon, subject to the provisions of Section 2.03(c)(iii), each
         Lender that so makes funds available shall be deemed to have made a
         Base Rate Committed Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the L/C
         Issuer.

              (iii)With respect to any Unreimbursed Amount that is not
         fully refinanced by a Committed Borrowing of Base Rate Loans because
         the conditions set forth in Section 5.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so refinanced, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.03(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.03.

              (iv) Until each Lender funds its Committed Loan or L/C Advance
         pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
         amount drawn under any Letter of Credit, interest in respect of such
         Lender's Pro Rata Share of such amount shall be solely for the account
         of the L/C Issuer.
<PAGE>
              (v)  Each Lender's obligation to make Committed Loans or L/C
         Advances to reimburse the L/C Issuer for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.03(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Committed Loans pursuant to this Section
         2.03(c) is subject to the conditions set forth in Section 5.02 (other
         than delivery by the Borrower of a Committed Loan Notice). No such
         making of an L/C Advance shall relieve or otherwise impair the
         obligation of the Borrower to reimburse the L/C Issuer for the amount
         of any payment made by the L/C Issuer under any Letter of Credit,
         together with interest as provided herein.

              (vi) If any Lender fails to make available to the Administrative
         Agent for the account of the L/C Issuer any amount required to be paid
         by such Lender pursuant to the foregoing provisions of this
         Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C
         Issuer shall be entitled to recover from such Lender (acting through
         the Administrative Agent), on demand, such amount with interest thereon
         for the period from the date such payment is required to the date on
         which such payment is immediately available to the L/C Issuer at a rate
         per annum equal to the Federal Funds Rate from time to time in effect.
         A certificate of the L/C Issuer submitted to any Lender (through the
         Administrative Agent) with respect to any amounts owing under this
         clause (vi) shall be conclusive absent manifest error.

         (d)  Repayment of Participations.

              (i)  At any time after the L/C Issuer has made a payment under
         any Letter of Credit and has received from any Lender such Lender's L/C
         Advance in respect of such payment in accordance with Section 2.03(c),
         if the Administrative Agent receives for the account of the L/C Issuer
         any payment in respect of the related Unreimbursed Amount or interest
         thereon (whether directly from the Borrower or otherwise, including
         proceeds of Cash Collateral applied thereto by the Administrative
         Agent), the Administrative Agent will distribute to such Lender its Pro
         Rata Share thereof (appropriately adjusted, in the case of interest
         payments, to reflect the period of time during which such Lender's L/C
         Advance was outstanding) in the same funds as those received by the
         Administrative Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 10.06 (including pursuant to any settlement entered into by the
         L/C Issuer in its discretion), each Lender shall pay to the
         Administrative Agent for the account of the L/C Issuer its Pro Rata
         Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned by such Lender, at a rate per annum equal to the Federal Funds
         Rate from time to time in effect.
<PAGE>
         (e)  Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

              (i)  any lack of validity or enforceability of such Letter of
         Credit, this Agreement, or any other agreement or instrument relating
         thereto;

              (ii) the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

              (iii)any draft, demand, certificate or other document
         presented under such 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; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

              (iv) any payment by the L/C Issuer under such Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit; or any payment made by
         the L/C Issuer under such Letter of Credit to any Person purporting to
         be a trustee in bankruptcy, debtor-in-possession, assignee for the
         benefit of creditors, liquidator, receiver or other representative of
         or successor to any beneficiary or any transferee of such Letter of
         Credit, including any arising in connection with any proceeding under
         any Debtor Relief Law; or

              (v)  any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.
<PAGE>
         (f)  Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the L/C Issuer's willful misconduct or gross
negligence or the L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         (g)  Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). For purposes hereof, "Cash Collateralize" means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the L/C Issuer
and the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America.
<PAGE>
         (h)  Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the
rules of the "International Standby Practices 1998" published by the Institute
of International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

         (i)  Letter of Credit Fees. The Borrower shall pay to the
Administrative  Agent for the account of each Lender in accordance  with its Pro
Rata Share a Letter of Credit fee for each standby Letter of Credit equal to the
Applicable  Margin for Eurodollar  Rate Loans times the aggregate  stated amount
for each  Letter of Credit.  Such  letter of credit  fees shall be computed on a
quarterly basis in arrears.  Such letter of credit fees shall be due and payable
on the last Business Day of each April, July, October,  and January,  commencing
with the first such date to occur  after the  issuance of such Letter of Credit,
on the Letter of Credit  Expiration  Date and thereafter on demand.  If there is
any change in the Applicable Margin during any quarter, the daily maximum amount
of each  standby  Letter of  Credit  shall be  computed  and  multiplied  by the
Applicable  Margin  separately  for each period  during such  quarter  that such
Applicable Margin was in effect.

         (j)  Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit in the amounts and at the
times specified in the Fee Letter. In addition, the Borrower shall pay directly
to the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in effect.
Such customary fees and standard costs and charges are due and payable on demand
and are nonrefundable.

         (k)  Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         2.04 Swing Line Loans.

         (a)  The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing
Line Loan") to the Borrower from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of
Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender,
may exceed the amount of such Lender's Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Commitment, and provided, further, that the Borrower shall not use the proceeds
of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate
Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender's Pro Rata Share times the amount of such
Swing Line Loan.
<PAGE>
         (b)  Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of
the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article V is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrower.

         (c)  Refinancing of Swing Line Loans.

              (i)  The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably authorizes the Swing Line Lender to so request on its
         behalf), that each Lender make a Base Rate Committed Loan in an amount
         equal to such Lender's Pro Rata Share of the amount of Swing Line Loans
         then outstanding. Such request shall be made in writing (which written
         request shall be deemed to be a Committed Loan Notice for purposes
         hereof) and in accordance with the requirements of Section 2.02,
         without regard to the minimum and multiples specified therein for the
         principal amount of Base Rate Loans, but subject to the unutilized
         portion of the Aggregate Commitments and the conditions set forth in
         Section 5.02. The Swing Line Lender shall furnish the Borrower with a
         copy of the applicable Committed Loan Notice promptly after delivering
         such notice to the Administrative Agent. Each Lender shall make an
         amount equal to its Pro Rata Share of the amount specified in such
         Committed Loan Notice available to the Administrative Agent in
         immediately available funds for the account of the Swing Line Lender at
         the Administrative Agent's Office not later than 1:00 p.m. on the day
         specified in such Committed Loan Notice, whereupon, subject to Section
         2.04(c)(ii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Committed Loan to the Borrower in such amount.
         The Administrative Agent shall remit the funds so received to the Swing
         Line Lender.
<PAGE>
              (ii) If for any reason any Swing Line Loan cannot be refinanced by
         such a Committed Borrowing in accordance with Section 2.04(c)(i), the
         request for Base Rate Committed Loans submitted by the Swing Line
         Lender as set forth herein shall be deemed to be a request by the Swing
         Line Lender that each of the Lenders fund its risk participation in the
         relevant Swing Line Loan and each Lender's payment to the
         Administrative Agent for the account of the Swing Line Lender
         pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
         such participation.

              (iii)If any Lender fails to make available to the Administrative
         Agent for the account of the Swing Line Lender any amount required to
         be paid by such Lender pursuant to the foregoing provisions of this
         Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing
         Line Lender shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the Swing Line
         Lender at a rate per annum equal to the Federal Funds Rate from time to
         time in effect. A certificate of the Swing Line Lender submitted to any
         Lender (through the Administrative Agent) with respect to any amounts
         owing under this clause (iii) shall be conclusive absent manifest
         error.

         (iv) Each Lender's obligation to make Committed Loans or to purchase
         and fund risk participations in Swing Line Loans pursuant to this
         Section 2.04(c) shall be absolute and unconditional and shall not be
         affected by any circumstance, including (A) any set-off, counterclaim,
         recoupment, defense or other right which such Lender may have against
         the Swing Line Lender, the Borrower or any other Person for any reason
         whatsoever, (B) the occurrence or continuance of a Default, or (C) any
         other occurrence, event or condition, whether or not similar to any of
         the foregoing; provided, however, that each Lender's obligation to make
         Committed Loans pursuant to this Section 2.04(c) is subject to the
         conditions set forth in Section 5.02. No such funding of risk
         participations shall relieve or otherwise impair the obligation of the
         Borrower to repay Swing Line Loans, together with interest as provided
         herein.

         (d) Repayment of Participations.

              (i) At any time after any Lender has purchased and funded a risk
         participation in a Swing Line Loan, if the Swing Line Lender receives
         any payment on account of such Swing Line Loan, the Swing Line Lender
         will distribute to such Lender its Pro Rata Share of such payment
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Lender's risk participation was
         funded) in the same funds as those received by the Swing Line Lender.
<PAGE>
              (ii) If any payment received by the Swing Line Lender in respect
         of principal or interest on any Swing Line Loan is required to be
         returned by the Swing Line Lender under any of the circumstances
         described in Section 11.06 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each Lender
         shall pay to the Swing Line Lender its Pro Rata Share thereof on demand
         of the Administrative Agent, plus interest thereon from the date of
         such demand to the date such amount is returned, at a rate per annum
         equal to the Federal Funds Rate. The Administrative Agent will make
         such demand upon the request of the Swing Line Lender.

         (e)  Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section 2.04 to refinance such Lender's Pro Rata
Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall
be solely for the account of the Swing Line Lender.

         (f)  Payments Directly to Swing Line Lender. The Borrower shall make
all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.

         2.05 Prepayments.

         (a)  Voluntary Prepayments.

              (i)  The Borrower may, upon notice to the Administrative Agent,
         at any time or from time to time voluntarily prepay Committed Loans in
         whole or in part without premium or penalty; provided that (i) such
         notice must be received by the Administrative Agent (A) not later than
         11:00 a.m. three (3) Business Days prior to any date of prepayment of
         Eurodollar Rate Loans, and (B) not later than 11:00 a.m. on the
         Business Day of any date of prepayment of Base Rate Loans; (ii) any
         prepayment of Eurodollar Rate Loans shall be in a principal amount of
         $1,000,000 or a greater integral multiple thereof; and (iii) any
         prepayment of Base Rate Committed Loans shall be in a principal amount
         of $500,000 or a whole multiple of $100,000 in excess thereof or, in
         each case, if less, the entire principal amount thereof then
         outstanding. Each such notice shall specify the date and amount of such
         prepayment and the Type(s) of Committed Loans to be prepaid. The
         Administrative Agent will promptly notify each Lender of its receipt of
         each such notice, and of the amount of such Lender's Pro Rata Share of
         such prepayment. If such notice is given by the Borrower, the Borrower
         shall make such prepayment and the payment amount specified in such
         notice shall be due and payable on the date specified therein. Any
         prepayment of a Eurodollar Rate Loan shall be accompanied by all
         accrued interest on the amount prepaid, together with any additional
         amounts required pursuant to Section 3.05. Each such prepayment shall
         be applied to the Committed Loans of the Lenders in accordance with
         their respective Pro Rata Shares.
<PAGE>
              (ii) The Borrower may, upon notice to the Swing Line Lender
         (with a copy to the Administrative Agent), at any time or from time to
         time, voluntarily prepay Swing Line Loans in whole or in part without
         premium or penalty; provided that (i) such notice must be received by
         the Swing Line Lender and the Administrative Agent not later than 1:00
         p.m. on the date of the prepayment, and (ii) any such prepayment shall
         be in a minimum principal amount of $100,000. Each such notice shall
         specify the date and amount of such prepayment. If such notice is given
         by the Borrower, the Borrower shall make such prepayment and the
         payment amount specified in such notice shall be due and payable on the
         date specified therein.

              (iii)If for any reason the Total Outstandings at any time
         exceed the Aggregate Commitments then in effect, the Borrower shall
         immediately prepay Loans and/or Cash Collateralize the L/C Obligations
         in an aggregate amount equal to such excess; provided, however, that
         the Borrower shall not be required to Cash Collateralize the L/C
         Obligations pursuant to this Section 2.05(a)(iii) unless after the
         prepayment in full of the Committed Loans and Swing Line Loans the
         Total Outstandings exceed the Aggregate Commitments then in effect.

         (b)      Mandatory Prepayments.

              (i)  Asset Sales. Immediately upon the receipt of the proceeds
         thereof, Borrower shall prepay the Loans in an amount equal to the net
         cash proceeds of any sale, liquidation or disposition of any assets of
         any Company (other than the Partnerships or the assets of the
         Partnerships), where such net cash proceeds exceed $100,000.

              (ii) Sale or Issuance of Capital Stock or Debt. Immediately
         upon the receipt of the proceeds thereof, except for proceeds of Debt
         permitted by 8.03(a), (b), (c), or (d), Borrower shall prepay the Loans
         in an amount equal to one hundred percent (100%) of any Issuance
         Proceeds.

              (iii)Application of Mandatory Prepayments. Any such mandatory
         prepayments of Loans shall be applied to the Notes on a pro rata basis
         based upon the outstanding principal balances of such Notes as of the
         date of payment. Any such prepayments shall not reduce the Aggregate
         Commitments.

         2.06 Termination or Reduction of Commitments. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or from
time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the  Administrative  Agent not later than 11:00
a.m. three Business Days prior to the date of termination or reduction, (ii) any
such partial  reduction  shall be in an aggregate  amount of  $1,000,000  or any
greater  integral  multiple  thereof,  (iii) the Borrower shall not terminate or
reduce the  Aggregate  Commitments  if, after giving  effect  thereto and to any
concurrent  prepayments  hereunder,  the Total  Outstandings  would  exceed  the
Aggregate Commitments,  and (iv) if, after giving effect to any reduction of the
Aggregate Commitments,  the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds  the  amount  of the  Aggregate  Commitments,  such  Sublimit  shall  be
automatically  reduced by the amount of such excess.  The  Administrative  Agent
will promptly  notify the Lenders of any such notice of termination or reduction
of the Aggregate  Commitments.  Any reduction of the Aggregate Commitments shall
be applied to the Commitment of each Lender according to its Pro Rata Share. All
commitment  fees accrued  until the  effective  date of any  termination  of the
Aggregate  Commitments  shall be paid on the effective date of such termination,
on the amount terminated.
<PAGE>
         2.07 Repayment of Loans.

         (a)  The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date.

         (b)  The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the demand of Administrative Agent and (ii) the Maturity Date.

         2.08 Interest.

         (a)  Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the lesser of (A)
the sum of (x) the Eurodollar Rate for such Interest Period plus (y) the
Applicable Margin, and (B) the Maximum Rate; (ii) each Base Rate Committed Loan
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the lesser of (A) the sum
of (x) the Base Rate plus (y) the Applicable Margin, and (B) the Maximum Rate;
and (iii) each Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the lesser of (A) the sum of (x) the Base Rate plus (y) the Applicable Margin,
and (B) the Maximum Rate.

         (b)  If any amount payable by the Borrower under any Loan Document is
not paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Furthermore,
while any Event of Default exists, the Borrower shall pay interest on the
principal amount of all outstanding Obligations hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws. Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon
demand.

         (c)  Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.
<PAGE>
         2.09 Fees.  In addition to certain fees described in subsections
(i) and (j) of Section 2.03:

         (a)  Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a
commitment fee equal to the Applicable Margin for commitment fees times the
actual daily amount by which the Aggregate Commitments exceed the sum of (i) the
Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C
Obligations. The commitment fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article V is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each April, July, October, and January,
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date. The commitment fee shall be calculated quarterly in arrears, and
if there is any change in the Applicable Margin during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Margin
separately for each period during such quarter that such Applicable Margin was
in effect.

         (b)  Other Fees. (i) The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.

         (ii) The Borrower shall pay to the Lenders such fees as shall have been
separately agreed upon in writing in the amounts and at the times so specified.
Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever.

         2.10 Computation of Interest and Fees. All computations of interest for
Base Rate Loans when the Base Rate is  determined  by Bank of  America's  "prime
rate"  shall be made on the basis of a year of 365 or 366 days,  as the case may
be, and actual days elapsed.  All other  computations of fees and interest shall
be made on the basis of a 360-day year (unless such calculation  would result in
the interest on the  Borrowings  exceeding the Maximum Rate, in which event such
interest  shall be  calculated on the basis of a year of 365 or 366 days, as the
case may be) and actual days elapsed (which results in more fees or interest, as
applicable,  being  paid  than if  computed  on the  basis of a  365-day  year).
Interest  shall  accrue on each Loan for the day on which the Loan is made,  and
shall not accrue on a Loan,  or any  portion  thereof,  for the day on which the
Loan or such portion is paid,  provided that any Loan that is repaid on the same
day on which it is made shall, subject to Section 2.12(a), bear interest for one
day.

         2.11 Evidence of Debt.

         (a)  The Loans owed to each Lender shall be evidenced by the Notes, one
payable to each Lender in the maximum stated principal amount of its Commitment.
Each Lender may attach schedules to its Note and endorse thereon the date, Type
(if applicable), amount and maturity of its Loans and payments with respect
thereto.
<PAGE>
         (b)  Each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit and Swing Line
Loans. In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.

         2.12 Payments Generally.

         (a)  All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 1:00 p.m. on
the date specified herein. The Administrative Agent will promptly distribute to
each Lender its Pro Rata Share (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent after 1:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.

         (b)  If any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.

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

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

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

         (d)  If any Lender makes available to the Administrative Agent funds
for any Loan to be made by such Lender as provided in the foregoing provisions
of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article V are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.

         (e)  The obligations of the Lenders hereunder to make Committed Loans
and to fund participations in Letters of Credit and Swing Line Loans are several
and not joint. The failure of any Lender to make any Committed Loan or to fund
any such participation on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan or purchase its participation.

         (f)  Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.13 Sharing of Payments. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Committed Loans made
by it, or the  participations  in L/C Obligations or in Swing Line Loans held by
it, any payment  (whether  voluntary,  involuntary,  through the exercise of any
right of set-off,  or  otherwise) in excess of its ratable share (or other share
contemplated  hereunder)  thereof,  such Lender shall immediately (a) notify the
Administrative  Agent of such fact, and (b) purchase from the other Lenders such
participations in the Committed Loans made by them and/or such subparticipations
in the  participations  in L/C  Obligations or Swing Line Loans held by them, as
the case may be, as shall be necessary to cause such purchasing  Lender to share
the excess payment in respect of such Committed Loans or such participations, as
the case may be, pro rata with each of them; provided,  however,  that if all or
any portion of such excess  payment is thereafter  recovered from the purchasing
Lender  under any of the  circumstances  described in Section  11.06  (including
pursuant  to any  settlement  entered  into  by  the  purchasing  Lender  in its
discretion),  such  purchase  shall to that extent be  rescinded  and each other
Lender shall repay to the  purchasing  Lender the purchase  price paid therefor,
together with an amount equal to such paying Lender's  ratable share  (according
to the proportion of (i) the amount of such paying Lender's  required  repayment
to (ii) the  total  amount  so  recovered  from the  purchasing  Lender)  of any
interest or other amount paid or payable by the purchasing  Lender in respect of
the total amount so recovered,  without further interest  thereon.  The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the  fullest  extent  permitted  by law,  exercise  all its  rights  of  payment
(including  the right of set-off,  but subject to Section 11.09) with respect to
such  participation  as fully as if such Lender were the direct  creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations  purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation  pursuant to this Section  shall from and after such purchase have
the  right  to  give  all  notices,  requests,  demands,  directions  and  other
communications  under  this  Agreement  with  respect  to  the  portion  of  the
Obligations  purchased to the same extent as though the  purchasing  Lender were
the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 Taxes.

         (a)  Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by any Laws to deduct any Taxes from or in respect of any sum
payable under any Loan Document to the Administrative Agent or any Lender, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), each of the Administrative Agent and such Lender receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable Laws, and (iv) within thirty (30) days after the
date of such payment, the Borrower shall furnish to the Administrative Agent
(which shall forward the same to such Lender) the original or a certified copy
of a receipt evidencing payment thereof.
<PAGE>
         (b)  In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c)  If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         (d)  The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including additions to
tax, penalties, interest and expenses) arising therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. Payment
under this subsection (d) shall be made within thirty (30) days after the date
the Lender or the Administrative Agent makes a demand therefor.

         3.02 Illegality. If any Lender determines that any Law has made it
unlawful,  or that any Governmental  Authority has asserted that it is unlawful,
for any  Lender  or its  applicable  Lending  Office to make,  maintain  or fund
Eurodollar  Rate Loans,  or to determine or charge interest rates based upon the
Eurodollar  Rate, then, on notice thereof by such Lender to the Borrower through
the  Administrative  Agent,  any  obligation  of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances  giving rise to such determination no longer
exist.  Upon receipt of such notice,  the Borrower shall,  upon demand from such
Lender  (with a copy to the  Administrative  Agent),  prepay or, if  applicable,
convert all Eurodollar  Rate Loans of such Lender to Base Rate Loans,  either on
the last day of the  Interest  Period  therefor,  if such  Lender  may  lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately,  if
such Lender may not lawfully  continue to maintain such  Eurodollar  Rate Loans.
Upon any such  prepayment  or  conversion,  the Borrower  shall also pay accrued
interest on the amount so prepaid or converted.  Each Lender agrees to designate
a  different  Lending  Office if such  designation  will avoid the need for such
notice and will not, in the good faith  judgment of such  Lender,  otherwise  be
materially disadvantageous to such Lender.
<PAGE>
         3.03 Inability to Determine Rates. If the Required Lenders determine
that for any reason adequate and reasonable means do not exist for determining
the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

         3.04 Increased Cost and Reduced Return; Capital Adequacy.

         (a)  If any Lender determines that as a result of the introduction of
or any change in or in the interpretation of any Law, or such Lender's
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as
the case may be) issuing or participating in Letters of Credit, or a reduction
in the amount received or receivable by such Lender in connection with any of
the foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements, then from time to time upon demand of such Lender (with a copy of
such demand to the Administrative Agent), the Borrower shall pay to such Lender
such additional amounts as will compensate such Lender for such increased cost
or reduction.

         (b)  If any Lender determines that the introduction of any Law
regarding capital adequacy or any change therein or in the interpretation
thereof, or compliance by such Lender (or its Lending Office) therewith, has the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of such Lender's
obligations hereunder (taking into consideration its policies with respect to
capital adequacy and such Lender's desired return on capital), then from time to
time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction.

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

         (a)  any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or
<PAGE>
         (b)  any failure by the Borrower (for a reason other than the failure
of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; including any loss of anticipated profits and any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan or from fees payable to terminate the deposits from which such funds
were obtained. The Borrower shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

         3.06 Matters Applicable to all Requests for Compensation. A certificate
of the Administrative Agent or any Lender claiming compensation under this
Article III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

         3.07 Survival. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                              Article IV. SECURITY

         4.01 Collateral. To secure the full and complete payment and
performance of the Obligations, Borrower shall execute and deliver or cause to
be executed and delivered the documents described below covering the property
and collateral described therein (which, together with any other property and
collateral which may now or hereafter secure the Obligations or any part
thereof, is sometimes herein called the "Collateral"):

         (a)  Borrower shall execute and deliver to the Administrative Agent,
for the benefit of Lenders, the Amendment, Consent, Confirmation, and
Ratification of the Borrower Security Agreement.

         (b)  The existing Guarantors shall execute and deliver to the
Administrative Agent, for the benefit of Lenders, the Amendment, Consent,
Confirmation, and Ratification of the Guarantor Security Agreements, and AK
Associates, L.L.C. and Prime Medical Manufacturing, LLC shall execute and
deliver to the Administrative Agent, for the benefit of the Lenders, a Guarantor
Security Agreement.

         (c)  The existing Guarantors shall execute and deliver to the
Administrative Agent, for the benefit of Lenders, the Consent, Confirmation, and
Ratification of the Guaranties, and AK Associates, L.L.C. and Prime Medical
Manufacturing, LLC shall execute and deliver to the Administrative Agent, for
the benefit of Lenders, a Guaranty Agreement.
<PAGE>
         (d)  Pledgors shall execute and deliver to the Administrative Agent,
for the benefit of Lenders, the Consent, Confirmation, and Ratification of the
Pledge Agreements, and AK Associates, L.L.C. and Prime Medical Manufacturing,
LLC shall execute and deliver to the Administrative Agent, for the benefit of
Lenders, a Pledge and Security Agreement.

         (e)  Lithotripters, Inc. shall execute and deliver to the
Administrative Agent, for the benefit of Lenders, the Consent, Confirmation, and
Ratification of Copyright Security Agreement.

         (f)  Such further documents and instruments, including without
limitation, initial Uniform Commercial Code financing statements, Uniform
Commercial Code financing statement amendments, In-Lieu of Continuation
financing statements, and all other filings as the Administrative Agent, in its
sole discretion, deem necessary or desirable to evidence and perfect the
Administrative Agent's liens and security interests in the Collateral, and
Borrower and each Loan Party hereby irrevocably authorizes Administrative Agent
at any time and from time to time to file such statements in any Uniform
Commercial Code jurisdiction (without the requirement for Debtor's signature
thereon).

         (g)  Collateral includes, without limitation, the following assets of
Borrower and Guarantors:

              (i)  All present and future assets, including without
         limitation, accounts, contract rights, general intangibles, chattel
         paper, documents, investment property, letter of credit rights, tort
         claims, deposit accounts, instruments, notes and other debt
         instruments, and any collateral therefor, inventory, equipment, and
         other goods, wherever located, now owned or hereafter acquired.

              (ii) All present and future issued and outstanding shares of
         capital stock of, or partnership and membership interests in, each
         Domestic Company now owned or hereafter acquired by Borrower or any
         Guarantor, including, without limitation, all capital stock of, or
         partnership and membership interests in, the Guarantors.

              (iii)To the extent allowed by the respective partnership
         agreements, certain partnership interests or economic interests in
         partnership interests owned by Borrower and Guarantors.

              (iv) All present and future truck tractors, trailers,
         semi-trailers, or other similar motor vehicles or rolling stock now
         owned or hereafter acquired by Borrower or any Guarantor (collectively,
         the "Vehicles").

              (v)  All present and future rights, awards, and judgments to
         which Borrower or any Guarantor is entitled under any litigation now
         existing or hereafter arising.
<PAGE>
              (vi) All present and future rights, titles, and interests of
         Borrower or any Guarantor in and to all patents, patent applications,
         patent right, service marks, trademarks, tradenames, trade secrets,
         intellectual property, registrations, goodwill, copyrights, franchises,
         licenses, permits, proprietary information, customer lists, designs,
         and inventions.

              (vii)All present and future books, records, data, plans,
         manuals, computer software and computer programs of Borrower and
         Guarantors.

              (viii)All real property owned by Borrower and any Guarantor,
         provided that no contractual restrictions on the granting of liens
         apply to such real property.

              (ix) All proceeds and products of the Collateral heretofore
         described.

         4.02 Future Liens. Promptly, and in any event within twenty-one (21)
days after (a) the acquisition of any assets (real, personal, tangible, or
intangible) by Borrower or any Guarantor or (b) the removal, termination, or
expiration of any prohibition upon the granting of a lien in any asset (real,
personal, tangible, or intangible) of any Borrower or any Guarantor (including,
without limitation, the granting of liens in all general and limited partnership
interests in which Borrower and Guarantors own one hundred percent (100%) of the
partnership interests) (the "Additional Assets"), Borrower shall (or shall cause
such other Guarantor to) execute and deliver to Administrative Agent all further
instruments and documents (including, without limitation, certificates and
instruments representing shares of stock or evidencing Debt and any realty
appraisals as Administrative Agent may require with respect to any such
Additional Assets), and shall take all such further action that may be necessary
or desirable, or that Administrative Agent may reasonably request, to grant,
perfect, and protect liens in favor of Administrative Agent for the benefit of
Lenders in such Additional Assets, as security for the Obligations; it being
expressly understood that the granting of such additional security for the
Obligations is a material inducement to the execution and delivery of this
Agreement by each Lender. Upon satisfying the terms and conditions hereof, such
Additional Assets shall be included in the "Collateral" for all purposes under
the Loan Documents, and all references to the "Collateral" in the Loan Documents
shall include the Additional Assets.

         4.03 Release of Collateral. Upon any sale, transfer, or disposition of
Collateral which is expressly permitted pursuant to the Loan Documents (or is
otherwise authorized by Required Lenders or Lenders, as the case may be), and
upon ten (10) Business Days' prior written request by Borrower (which request
must be accompanied by true and correct copies of (a) all documents of transfer
or disposition, including any contract of sale, (b) a preliminary closing
statement and instructions to the title company, if any, and (c) all requested
release instruments, Administrative Agent shall (and is hereby irrevocably
authorized by the Lenders to) execute such documents as may be necessary to
evidence the release of liens granted to Administrative Agent for the benefit of
lenders pursuant hereto in such Collateral; provided that, (x) no such release
of Lien shall be granted if any Default or Event of Default has occurred and is
continuing, including, without limitation, the failure to make certain mandatory
prepayments in accordance with Section 2.05(b) in conjunction with the sale and
transfer of such Collateral; (y) Administrative Agent shall not be required to
execute any such document on terms which, in Administrative Agent's opinion,
would expose Administrative Agent to liability or create any obligation or
entail any consequence, other than the release of such Liens without recourse or
warranty; and (z) such release shall not in any manner discharge, affect, or
impair the Obligations, or liens upon or obligations of Borrower or any
Guarantor in respect of all interests retained by the Borrower and Guarantors,
including, without limitation, the proceeds of any sale, all of which shall
continue to constitute Collateral.
<PAGE>
                                   ARTICLE V.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         5.01 Conditions of Initial Credit Extension. The obligation of each
Lender to make its  initial  Credit Extension hereunder is subject to
satisfaction of the following conditions precedent:

         (a)  The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance satisfactory to the Administrative Agent and its legal
counsel:

              (i) executed counterparts of this Agreement, the Collateral
         Documents, and the Guaranties, sufficient in number for distribution to
         the Administrative Agent, each Lender and the Borrower;

              (ii) a Note executed by the Borrower in favor of each Lender;

              (iii) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of Responsible
         Officers of each Loan Party as the Administrative Agent may require
         evidencing the identity, authority and capacity of each Responsible
         Officer thereof authorized to act as a Responsible Officer in
         connection with this Agreement and the other Loan Documents to which
         such Loan Party is a party;

              (iv) such documents and certifications as the Administrative
         Agent may reasonably require to evidence that each Loan Party is duly
         organized or formed, and that each of the Borrower and each Subsidiary
         Guarantor is validly existing, in good standing and qualified to engage
         in business in each jurisdiction where its ownership, lease or
         operation of properties or the conduct of its business requires such
         qualification, except to the extent that failure to do so could not
         reasonably be expected to have a Material Adverse Effect;

              (v) a favorable opinion of Akin, Gump, Strauss, Hauer & Feld,
         L.L.P., counsel to the Loan Parties, addressed to the Administrative
         Agent and each Lender, as to the matters set forth in Exhibit G and
         such other matters concerning the Loan Parties and the Loan Documents
         as the Required Lenders may reasonably request;
<PAGE>
              (vi) a certificate of a Responsible Officer of each Loan Party
         either (A) attaching copies of all consents, licenses and approvals
         required in connection with the execution, delivery and performance by
         such Loan Party and the validity against such Loan Party of the Loan
         Documents to which it is a party, and such consents, licenses and
         approvals shall be in full force and effect, or (B) stating that no
         such consents, licenses or approvals are so required;

              (vii) a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         5.02(a) and (b) have been satisfied, and (B) that there has been no
         event or circumstance since the date of the Audited Financial
         Statements that has had or could be reasonably expected to have, either
         individually or in the aggregate, a Material Adverse Effect;

              (viii) evidence that all insurance required to be maintained
         pursuant to the Loan Documents has been obtained and is in effect;

              (ix) Uniform Commercial Code financing statements or
         amendments listing Borrower and each Guarantor as Debtor and covering
         the Collateral, as requested by Administrative Agent;

              (x)  stock certificates evidencing all stock pledged pursuant
         to the Borrower Security Agreement and each Guarantor Security
         Agreement, as applicable, together with stock powers duly executed in
         blank;

              (xi) original certificates of title, together with executed
         applications for title, for all vehicles used in connection with the
         transportation of lithotripters pledged pursuant to the Borrower
         Security Agreement and the Guarantor Security Agreements;

              (xii)Uniform Commercial Code searches showing all financing
         statements and other documents or instruments, and tax and judgment
         lien searches showing all tax and judgment liens, on file against
         Borrower and Lithotripters, Inc., in such jurisdictions as the
         Administrative Agent shall require, such searches to be as of a date no
         more than twenty (20) days prior to the date of the initial Advance;

              (xiii)The consolidated financial statements for Borrower and
         its Subsidiaries for the 1999, 2000, and 2001 fiscal years, each in
         form similar to the financial statements required under Section 7.01
         below.

              (xiv)Receipt and review, with results satisfactory to the
         Administrative Agent and its counsel, of information regarding
         litigation, tax, accounting, labor, insurance, pension liabilities
         (actual or contingent), real estate leases, material contracts, debt
         agreements, property ownership, environmental matters, contingent
         liabilities and management of the Borrower and its Subsidiaries;
<PAGE>
              (xv) A Perfection Certificate, in substantially the form of
         Exhibit H hereto, properly completed and signed by the Chief Executive
         or Chief Financial Officer or Vice President-Finance of Borrower and
         the Guarantors;

              (xvi)a Compliance Certificate demonstrating, to the
         satisfaction of Administrative Agent, the compliance on a pro forma
         basis for the Companies assuming all Lasik Divestitures have been
         completed; and

              (xvii) such other assurances, certificates, documents,
         consents or opinions as the Administrative Agent, the L/C Issuer, the
         Swing Line Lender or the Required Lenders reasonably may require.

         (b)  Any fees required to be paid on or before the Closing Date shall
have been paid.

         (c)  Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs as
shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

         (d)  All obligations shall have been repaid and all commitments
terminated under that certain Loan Agreement dated January 31, 2000, by and
between Prime Refractive Management, L.L.C., as borrower, Bank of America, as
administrative agent, and the lenders party thereto.

         5.02 Conditions to all Credit Extensions. The obligation of each Lender
to honor any Request for Credit Extension, including the initial Credit
Extension, (other than a Committed Loan Notice requesting only a conversion of
Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans)
is subject to the following conditions precedent:

         (a)  The representations and warranties of the Borrower and each other
Loan Party contained in Article VI or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section
5.02, the representations and warranties contained in subsections (a) and (b) of
Section 6.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 7.01.

         (b)  No Default or Event of Default shall exist, or would result from
such proposed Credit Extension.
<PAGE>
         (c)  As of the date of making the Credit Extension, no disruption or
adverse change has occurred in the financial or capital markets generally which
the Administrative Agent, in its sole reasonable discretion, deems material.

         (d)  As of the date of such Credit Extension, no action, suit,
investigation or proceeding shall be pending or threatened in any court or
before any arbitrator or Governmental Authority that purports (a) to materially
and adversely affect any Company, or (b) to affect any transaction contemplated
hereby or the ability of any Company or any other obligor under the Guarantees
or Collateral Documents to perform their respective obligations under the Loan
Documents.

         (e)  The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

         Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
5.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

                                  ARTICLE VI.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         6.01 Existence, Qualification and Power; Compliance with Laws. Each
Loan Party (a) is a corporation,  partnership,  or limited liability company, as
applicable,  duly  organized or formed,  validly  existing and in good  standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all  requisite  power and authority  and all  requisite  governmental  licenses,
authorizations,  consents  and  approvals to (i) own its assets and carry on its
business and (ii) execute,  deliver and perform its  obligations  under the Loan
Documents to which it is a party,  (c) is duly  qualified and is licensed and in
good standing under the Laws of each jurisdiction where its ownership,  lease or
operation  of  properties   or  the  conduct  of  its  business   requires  such
qualification or license, and (d) is in compliance with all Laws; except in each
case referred to in clause (b)(i),  (c) or (d), to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.

         6.02 Authorization; No Contravention. The execution, delivery and
performance  by each Loan Party of each Loan  Document  to which such  Person is
party,   have  been  duly  authorized  by  all  necessary   corporate  or  other
organizational  action,  and do not and will not (a) contravene the terms of any
of such  Person's  Organization  Documents;  (b) conflict  with or result in any
breach  or  contravention  of,  or the  creation  of any  Lien  under,  (i)  any
Contractual  Obligation  to which  such  Person  is a party  or (ii) any  order,
injunction,  writ or decree of any Governmental  Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law.
<PAGE>
         6.03 Governmental Authorization; Other Consents. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.

         6.04 Binding Effect. This Agreement has been, and each other Loan
Document, when delivered hereunder,  will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement  constitutes,  and each
other Loan  Document  when so  delivered  will  constitute,  a legal,  valid and
binding obligation of such Loan Party,  enforceable against each Loan Party that
is party thereto in accordance with its terms.

         6.05 Financial Statements; No Material Adverse Effect.

         (a)  The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Companies as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Companies as of the date thereof, including liabilities for
taxes, material commitments and Debt.

         (b)  The unaudited consolidated financial statements of the Companies
dated March 31, 2002, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for the fiscal quarter ended on
that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present the financial condition of the Companies as of
the date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments. Schedule 6.05 sets forth all material
indebtedness and other liabilities, direct or contingent, of the Companies as of
the date of such financial statements, including liabilities for taxes, material
commitments and Debt.

         (c)  Since the date of the Audited Financial Statements, there has been
no event or circumstance, either individually or in the aggregate, that has had
or could reasonably be expected to have a Material Adverse Effect.

         6.06 Litigation. Except as specifically disclosed in Schedule 6.06,
there are no actions, suits, proceedings,  claims or disputes pending or, to the
knowledge of the Borrower  after due and diligent  investigation,  threatened or
contemplated,  at law,  in equity,  in  arbitration  or before any  Governmental
Authority,  by or against the  Companies or against any of their  properties  or
revenues  that (a) purport to affect or pertain to this  Agreement  or any other
Loan Document,  or any of the transactions  contemplated  hereby,  or (b) either
individually or in the aggregate,  if determined adversely,  could reasonably be
expected to have a Material Adverse Effect.
<PAGE>
         6.07 No Default. No Company is in default under or with respect to any
Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No Default has
occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.

         6.08 Ownership of Property; Liens. Each Company has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. No property of any Company is
subject to Liens, other than Liens permitted by Section 8.01.

         6.09 Environmental Compliance. Each Company conducts in the ordinary
course of  business a review of the effect of  existing  Environmental  Laws and
claims  alleging  potential  liability or  responsibility  for  violation of any
Environmental Law on their respective businesses, operations and properties, and
as a result  thereof the  Borrower  has  reasonably  concluded  that,  except as
specifically  disclosed in Schedule  6.09,  such  Environmental  Laws and claims
could not,  individually  or in the aggregate,  reasonably be expected to have a
Material Adverse Effect.

         6.10 Insurance. The properties of each Company are insured with
financially  sound and  reputable  insurance  companies  not  Affiliates  of the
Borrower,  in such amounts, with such deductibles and covering such risks as are
customarily  carried  by  companies  engaged in  similar  businesses  and owning
similar properties in localities where the applicable Company operates.

         6.11 Taxes. Each Company has filed all Federal, state and other
material  tax  returns  and  reports  required  to be  filed,  and have paid all
Federal,   state  and  other  material  taxes,   assessments,   fees  and  other
governmental charges levied or imposed upon them or their properties,  income or
assets otherwise due and payable, except those which are being contested in good
faith by  appropriate  proceedings  diligently  conducted and for which adequate
reserves have been provided in  accordance  with GAAP.  There is no proposed tax
assessment  against any Company  that would,  if made,  have a Material  Adverse
Effect.

         6.12 ERISA Compliance.

         (a)  Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.
<PAGE>
         (b)  There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

         (c)  (i) No ERISA Event has occurred or is reasonably expected to
occur;  (ii) no Pension Plan has any Unfunded Pension  Liability;  (iii) neither
the Borrower nor any ERISA  Affiliate  has incurred,  or  reasonably  expects to
incur,  any  liability  under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent  under Section 4007 of ERISA);  (iv)
neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects
to incur,  any liability  (and no event has occurred  which,  with the giving of
notice  under  Section  4219 of ERISA,  would  result in such  liability)  under
Sections  4201 or 4243 of ERISA with respect to a  Multiemployer  Plan;  and (v)
neither the Borrower nor any ERISA  Affiliate has engaged in a transaction  that
could be subject to Sections 4069 or 4212(c) of ERISA.

         6.13 Subsidiaries; Partnerships. Each of the Guarantors is a direct or
indirect  Wholly-owned  Subsidiary  of  Borrower,  and  as of the  date  hereof,
together  with the  Partnerships  and other  entities  listed on Schedule  6.13,
constitute all of the  Subsidiaries of Borrower.  Schedule 6.13, as the same may
be  amended  from  time  to  time  to  reflect  transactions  permitted  by this
Agreement,  sets  forth  the  outstanding  shares  of  capital  stock  (or other
ownership   interests)  and  the  name  of  each  shareholder  of  each  of  the
Subsidiaries of Borrower.  All of the outstanding  capital stock of each Company
has been validly issued, is fully paid, and is nonassessable.  Schedule 6.13, as
the same may be amended from time to time to reflect  transactions  permitted by
this  Agreement,  sets  forth  the  outstanding  partnership  interests  of  the
Partnerships owned by each of the Companies.

         6.14 Margin Regulations; Investment Company Act; Public Utility Holding
Company Act.

         (a)  The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

         (b)  None of the Borrower, any Person Controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.
<PAGE>
         6.15 Disclosure. The Borrower has disclosed to the Administrative Agent
and the Lenders all agreements,  instruments and corporate or other restrictions
to which it or any of its  Subsidiaries is subject,  and all other matters known
to it, that,  individually or in the aggregate,  could reasonably be expected to
result in a Material Adverse Effect. No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of
any Loan Party to the Administrative  Agent or any Lender in connection with the
transactions  contemplated  hereby  and the  negotiation  of this  Agreement  or
delivered  hereunder  (as  modified  or  supplemented  by other  information  so
furnished)  contains  any  material  misstatement  of fact or omits to state any
material  fact  necessary to make the  statements  therein,  in the light of the
circumstances  under which they were made, not  misleading;  provided that, with
respect to projected  financial  information,  the Borrower represents only that
such information was prepared in good faith based upon  assumptions  believed to
be reasonable at the time.

         6.16 Compliance with Laws. Each Company is in compliance in all
material  respects  with the  requirements  of all Laws and all  orders,  writs,
injunctions and decrees  applicable to it or to its  properties,  except in such
instances in which (a) such  requirement  of Law or order,  writ,  injunction or
decree is being  contested in good faith by appropriate  proceedings  diligently
conducted or (b) the failure to comply therewith,  either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         6.17 Operation of Business. Each of the Companies (other than the
Excepted Subsidiaries) possesses all licenses, permits, franchises, patents,
copyrights, trademarks, and tradenames, or rights thereto, necessary to conduct
their respective businesses substantially as now conducted and as presently
proposed to be conducted. None of the Companies is in violation of any valid
rights of others with respect to any of the foregoing (except where the failure
to do so would not have a material adverse effect on the business, condition
(financial or otherwise), operations or properties of the Companies taken as a
whole, Borrower, or any Material Subsidiary).

         6.18 Debt. As of the date hereof, the Companies have no Debt, except as
disclosed on Schedule 8.03.

         6.19 Agreements. Except for the Senior Subordinated Indenture, the
Senior Subordinated Notes, and as set forth on Schedule 8.03, none of the
Companies is a party to any indenture, loan, or credit agreement, or to any
lease or other agreement or instrument, or subject to any charter or corporate
restriction which could reasonably be expected to have a material adverse effect
on the business, condition (financial or otherwise), operations or properties of
the Companies taken as a whole, Borrower, or any Material Subsidiary or the
ability of Borrower or any Guarantor to pay and perform its obligations under
the Loan Documents to which it is a party. None of the Companies is in default
in any material respect in the performance, observance, or fulfillment of any of
the obligations, covenants, or conditions contained in any agreement or
instrument to which it is a party, which default, in the aggregate with all such
other defaults, would have a material adverse affect on the business, condition
(financial or otherwise), operations or properties of the Companies taken as a
whole, Borrower, or any Material Subsidiary.
<PAGE>
         6.20 Liens and Security Interests. The Collateral Documents contain a
description of all the Collateral sufficient to grant to Administrative Agent
perfected Liens therein pursuant to applicable law. Upon the filing by
Administrative Agent of all Collateral Documents to be filed or recorded,
Administrative Agent will have a perfected first priority Lien in the collateral
No Company owns any other assets or property (whether real, personal, tangible
or intangible) other than as described in the Collateral Documents and lease no
real personal property except as has been disclosed in writing to Lender.

         6.21 Designated Senior Debt. This Agreement is in renewal, extension,
modification, and restatement of the Original Credit Agreement and constitutes
and is hereby designated by Borrower as "Designated Senior Debt" as defined in
the Senior Subordinated Indenture.

         6.22 Non-Material Wholly-Owned Subsidiaries. As of the date hereof,
MedTech Investments, Inc., KCPR, LLC, and Prime/BDR Acquisition, L.L.C. have no
material assets.

                                  ARTICLE VII.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 7.01, 7.02, 7.03 and 7.11) cause
each Subsidiary to:

         7.01 Financial  Statements.  Deliver  to  the Administrative Agent and
each  Lender,  in  form  and  detail satisfactory to the Administrative Agent
and the Required Lenders:

         (a)  Annual Financial Statements. As soon as available, and in any
event within ninety-five (95) days after the end of each fiscal year of
Borrower, beginning with the fiscal year ending December 31, 2002, a copy of the
annual audit report of the Companies for such fiscal year containing, on a
consolidated basis, balance sheets and statements of income, retained earnings,
and cash flow as at the end of such fiscal year and for the twelve (12)-month
period then ended, in each case setting forth in comparative form the figures
for the preceding fiscal year, audited by independent certified public
accountants of recognized standing, and accompanied by an opinion of such
independent certified public accountants stating that such report has been
prepared in accordance with GAAP;

         (b)  Monthly Financial Statements. As soon as available, and in any
event within forty (40) days after the end of each month of each fiscal year of
Borrower, a copy of an unaudited financial report of the Companies as of the end
of such month and for the portion of the fiscal year then ended, containing, on
a consolidated basis, balance sheets and statements of income and retained
earnings, in each case setting forth in comparative form the figures for the
corresponding period of the preceding fiscal year, certified by the chief
financial officer of Borrower to have been prepared in accordance with GAAP and
to fairly and accurately present (subject to year-end audit adjustments) the
financial condition and results of operations of the Companies, on a
consolidated basis, at the date and for the periods indicated therein;
<PAGE>
         (c)  Quarterly Financial Statements. As soon as available, and in any
event within forty-five (45) days after the end of each quarter of each fiscal
year of Borrower, a copy of an unaudited financial report of the Companies as of
the end of such quarter and for the portion of the fiscal year then ended,
containing, on a consolidated basis, balance sheets and statements of income,
retained earnings, and cash flow, in each case setting forth in comparative form
the figures for the corresponding period of the preceding fiscal year, certified
by the chief financial officer of Borrower to have been prepared in accordance
with GAAP and to fairly and accurately present (subject to year-end audit
adjustments) the financial condition and results of operations of the Companies,
on a consolidated basis, at the date and for the periods indicated therein;

         7.02 Certificates;  Other  Information. Deliver to the Administrative
Agent  and each  Lender,  in form and detail satisfactory to the Administrative
Agent and the Required Lenders:

         (a)  concurrently with the delivery of the financial statements
referred to in Sections 7.01(a) and (c), a duly completed Compliance Certificate
signed by a Responsible Officer of the Borrower;

         (b)  promptly after any request by the Administrative Agent or any
Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of the Borrower by independent accountants in connection
with the accounts or books of the Companies, or any audit of any of them;

         (c)  promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of the Borrower, and copies of all annual, regular, periodic
and special reports and registration statements which the Borrower may file or
be required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto; and

         (d)  promptly, such additional information regarding the business,
financial or corporate affairs of the Companies, or compliance with the terms of
the Loan Documents, as the Administrative Agent or any Lender may from time to
time reasonably request.

         (e)  as soon as available and in any event within forty (40) days after
the end of each month, an aged listing of the accounts receivable of each
Company as of the end of such month in a form reasonably satisfactory to the
Administrative Agent;

         (f)  as soon as available and in any event by January 31 of each year,
a copy of the annual budget and business plan of Borrower on a consolidated
basis, with attached detail by operating division, for such fiscal year,
together with details of the assumptions, if any, underlying such budget and
business plan, and such further detail as required by Administrative Agent;

         (g)  as soon as available, and in any event within thirty (30)
days after the end of each fiscal year of Borrower, a list of the names and
addresses of each partner or member of each of the Partnerships and percentage
ownership by each Company of each Partnership;

         (h)  promptly upon the occurrence of any Restricted Transfer (as
hereinafter defined), a report setting forth the occurrence of any Restricted
Transfer, including the name of the Partnership, purchasers, purchase price, and
EBITDA for the immediately preceding four fiscal quarters attributable thereto,
and also of the contribution of any Partnership assets to any other Partnership,
including the names of the Partnerships, assets transferred, value thereof and
consideration received;

         (i)  promptly after the incurrence thereof, notice of any Partnership's
(i) incurrence of Debt exceeding $250,000 in any one transaction or series of
transactions, (ii) change in accounting treatment or reporting practices (which
change shall not affect any reporting requirements set forth herein or the Loan
Documents), except as permitted by GAAP and disclosed to the Administrative
Agent, (iii) change in tax reporting treatment, except as permitted by law, and
(iv) amendment of any partnership agreement, regulations, or management
agreement between such Partnership and any Company and copies of any such
amendment certified by an officer of Borrower as being true and correct;

Documents required to be delivered pursuant to Section 7.01(a) or (c) or Section
7.02(c) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (x) on which the Borrower posts
such documents, or provides a link thereto on the Borrower's website on the
Internet at the website address listed on Schedule 11.02; or (y) on which such
documents are posted on the Borrower's behalf on IntraLinks/IntraAgency or
another relevant website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent); provided that: (i) the Borrower shall
deliver paper copies of such documents to the Administrative Agent or any Lender
that requests the Borrower to deliver such paper copies until a written request
to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Borrower shall notify (which may be by facsimile or
electronic mail) the Administrative Agent and each Lender of the posting of any
such documents and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents. Notwithstanding
anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section 7.02(a)
to the Administrative Agent and each of the Lenders. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

         7.03 Notices. Promptly notify the Administrative Agent and each Lender:

         (a)  of the occurrence of any Default;

         (b)  of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of any Company; (ii) any dispute,
litigation, investigation, proceeding or suspension between any Company and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting any Company, including
pursuant to any applicable Environmental Laws;

         (c)  of the occurrence of any ERISA Event;

         (d)  of any material change in accounting policies or financial
reporting practices by any Company; and

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
7.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.

         7.04 Payment of Obligations. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by each Company; (b) all lawful claims which, if
unpaid, would by law become a Lien upon its property; and (c) all Debt, as and
when due and payable, but subject to any subordination provisions contained in
any instrument or agreement evidencing such Debt.

         7.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 8.04 or 8.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.

         7.06 Maintenance of Properties. (a) Maintain, preserve and protect all
of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
and (b) make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

         7.07 Maintenance of Insurance. Maintain with financially sound and
reputable  insurance  companies not  Affiliates of the Borrower,  insurance with
respect  to its  properties  and  business  against  loss or damage of the kinds
customarily  insured against by Persons engaged in the same or similar business,
of such  types and in such  amounts as are  customarily  carried  under  similar
circumstances  by such other Persons and providing for not less than thirty (30)
days'  prior  notice  to the  Administrative  Agent  of  termination,  lapse  or
cancellation of such insurance.

         7.08 Compliance with Laws. Comply in all material respects with the
requirements  of all  Laws  and  all  orders,  writs,  injunctions  and  decrees
applicable  to it or to its  business or property,  except in such  instances in
which (a) such requirement of Law or order, writ,  injunction or decree is being
contested in good faith by appropriate  proceedings diligently conducted; or (b)
the  failure to comply  therewith  could not  reasonably  be  expected to have a
Material Adverse Effect.

         7.09 Books and Records. (a) Maintain proper books of record and
account,  in which  full,  true and  correct  entries  in  conformity  with GAAP
consistently  applied  shall be made of all financial  transactions  and matters
involving the assets and business of each  Company,  as the case may be; and (b)
maintain  such  books of record  and  account in  material  conformity  with all
applicable   requirements  of  any  Governmental   Authority  having  regulatory
jurisdiction over each Company, as the case may be.

         7.10 Inspection Rights. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties,  to examine its corporate,  financial and operating  records,
and make copies  thereof or  abstracts  therefrom,  and to discuss its  affairs,
finances and accounts  with its  directors,  officers,  and  independent  public
accountants,  all at the expense of the  Borrower and at such  reasonable  times
during normal  business  hours and as often as may be reasonably  desired,  upon
reasonable advance notice to the Borrower; provided, however, that when an Event
of  Default  exists  the  Administrative  Agent or any  Lender  (or any of their
respective  representatives  or  independent  contractors)  may  do  any  of the
foregoing  at the expense of the  Borrower at any time  during  normal  business
hours and without advance notice.

         7.11 Use of Proceeds. The proceeds of Borrowings under the Commitments
shall be used by Borrower (i) for working capital, capital expenditures, and
other lawful corporate purposes, (ii) to finance Permitted Acquisitions and
Permitted Passive Investments, (iii) to the extent permitted by this Agreement,
to repurchase outstanding capital stock of Borrower, and (iv) to make loans or
capital contributions to its Subsidiaries, the proceeds of which are used by
each such Subsidiary for one or more of the purposes permitted by subsections
(i), (ii), and (iii) of this Section 7.11.

         7.12 Additional Guarantors. Concurrently upon the formation or
Acquisition by Borrower or any Guarantor of any Wholly-Owned Subsidiary after
the date hereof (pursuant to a Permitted Acquisition or otherwise) (an
"After-Acquired Subsidiary"), Borrower shall cause the After-Acquired Subsidiary
to deliver articles of incorporation, bylaws, and resolutions (or other
corresponding constituent documents) and such opinions as the Administrative
Agent shall require and to execute a Guaranty, Guarantor Security Agreement, and
Pledge Agreement (if applicable), as shall be required by the Administrative
Agent to create first priority Liens in favor of the Administrative Agent, for
the benefit of the Lenders, in such After-Acquired Subsidiary's assets, to
secure the Obligations.

         7.13 Information Relating to Proposed Acquisitions. Borrower will use
its best efforts to keep the Administrative Agent and the Lenders informed of
the relevant information and status of and will share with the Administrative
Agent and the Lenders and provide copies to the extent possible, of all material
due diligence information relating to any proposed Acquisition with respect to
which any Company enters into a letter of intent or acquisition agreement,
during the term of this Agreement.

                                 ARTICLE VIII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary (other than the Partnerships) to, directly or indirectly:

8.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

         (a)  Liens existing on the date hereof and listed on Schedule 8.01 and
 any renewals or extensions thereof, provided that the property covered thereby
 is not increased and any renewal or extension of the obligations secured or
 benefited thereby is permitted by Section 8.03(b);

         (b)  Purchase money Liens securing Debt permitted by Section 8.03(c),
 and (d);

         (c)  Liens in favor of the Administrative Agent, for the benefit of
the Lenders or the counter-party under any Swap Contract;

         (d)  Encumbrances consisting of minor easements, zoning restrictions,
or other restrictions on the use of real property that do not (individually or
in the aggregate) materially affect the value of the assets encumbered thereby
or materially impair the ability of Borrower or any of its Subsidiaries to use
such assets in their respective businesses, and none of which is violated in any
material respect by existing or proposed structures or land use;

         (e)  Liens for taxes, assessments, or other governmental charges which
are not delinquent or which are being contested in good faith and for which
adequate reserves have been established;

         (f)  Liens of mechanics, materialmen, warehousemen, carriers,
or other similar statutory Liens securing obligations that are not yet due and
are incurred in the ordinary course of business;

         (g)  Liens resulting from good faith deposits to secure payments of
workmen's compensation or other social security programs or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
contracts (other than for payment of Debt), or leases made in the ordinary
course of business;

         (h)  Liens securing subordinated Debt owing to PMOI or another
Guarantor, the proceeds of which were used to finance a portion of the purchase
price of a Permitted Refractive Acquisition (as defined in the Original Credit
Agreement); and

         (i)  Liens securing Restricted Foreign Debt.

         8.02 Investments.  Make any Investments, except:

         (a)  The Companies, or any of them, may purchase (i) readily
marketable direct obligations of the United States of America or any agency
thereof with maturities of one year or less from the date of acquisition, (ii)
fully insured certificates of deposit with maturities of one year or less from
the date of acquisition issued by any commercial bank operating in the United
States of America having capital and surplus in excess of $1,000,000,000, and
(iii) commercial paper of a domestic issuer if at the time of purchase such
paper is rated in one (1) of the two (2) highest rating categories of Standard
and Poor's Rating Group, a division of McGraw Hill, Inc., a New York
corporation, or Moody's Investors Service, Inc.;

         (b)  The Companies, or any of them, may have outstanding up to
$1,000,000 in loans to officers, directors and employees existing on the date
hereof, and thereafter may make loans to officers, directors and employees of
any of them provided such loans are made in the ordinary course of business, and
are in an aggregate principal amount of not more than $250,000, so long as the
aggregate principal amount outstanding under this clause (b) never exceeds
$1,000,000 at anytime;

         (c)  The Borrower and Guarantors may create new Subsidiaries,
hold stock in Subsidiaries and themselves, and engage in the transactions
permitted by Section 8.04 hereof, provided that Borrower complies with Section
7.12;

         (d)  Existing Permitted Passive Investments;

         (e)  Permitted Acquisitions;

         (f)  Investments outstanding on the date hereof and listed on Schedule
8.02; and

         (g)  any Swap Contract;

         8.03 Debt. Create, incur, assume or suffer to exist any Debt, except:

         (a)  Debt owed to the Agents and the Lenders pursuant to the Loan
Documents;

         (b)  Indebtedness outstanding on the date hereof and listed on Schedule
8.03 and any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

         (c)  Debt owed to Borrower or to any Wholly-Owned Subsidiary;

         (d)  Debt in an aggregate principal amount not to exceed $5,000,000 at
any time outstanding the proceeds of which are used by Borrower or any
Guarantor, to purchase equipment, other than lithotripters, prostatrons, and
lasers;

         (e)  Any Company's obligations as general partner of a Partnership for
the Debt of such Partnership;

         (f)  Any Company's Guarantee of Debt of any Partnership, if such
Company is a general partner of such Partnership;

         (g)  The Senior Subordinated Notes and the guaranties thereof
by any Wholly-Owned Subsidiary;

         (h)  Any Swap Contract;

         (i)  Restricted Foreign Debt;

         (k)  Earn-Out Indebtedness incurred in connection with any Permitted
Acquisition; and

         (l)  Debt incurred pursuant to Section 8.06.

         8.04 Fundamental Changes. Except upon the prior written consent of the
Required  Lenders,  neither  Borrower nor any Guarantor will become a party to a
merger or  consolidation,  except:  (a) any  Subsidiary  may merge  with (i) the
Borrower,  provided  that the  Borrower  shall be the  continuing  or  surviving
Person,  or (ii) any one or more Guarantors,  provided that such Guarantor shall
be the continuing or surviving Person,  and further provided that (x) no Default
or Event of  Default  exists  or would  exist as the  result  of such  merger or
consolidation,  (y) no partnership agreement to which any such Person is a party
would be breached  by such merger or  consolidation,  and (z)  Borrower  and the
applicable  Guarantors give Administrative  Agent at least fifteen (15) Business
Days prior written notice of any proposed  merger or  consolidation  and execute
and  deliver  any  Guaranty  Agreement,  Guarantor  Security  Agreement,  Pledge
Agreement,    Uniform   Commercial   Code   financing   statements,    corporate
documentation,  and opinions of counsel as required by the Administrative  Agent
to create or continue first priority Liens in favor of the Administrative Agent,
for the benefit of the Lenders,  in the assets of the surviving entity to secure
the Obligations,  and (b) in connection with any Permitted Acquisition,  so long
as Borrower or a Guarantor is the surviving entity.  Borrower will not, and will
not permit any of its Subsidiaries  (other than the  Partnerships)  to, wind-up,
dissolve or  liquidate  itself,  except as permitted  in  subsection  (a) above;
provided however,  notwithstanding  the provisions of this Section 8.04, MedTech
Investments,  Inc., a North Carolina  corporation  shall be allowed to dissolve.
Except as otherwise permitted by this Agreement, Borrower will not, and will not
permit  any of its  Subsidiaries  to,  form,  incorporate,  acquire  or make any
investment in any  Subsidiary,  except (a) the  Subsidiaries  listed on Schedule
6.13, (b)  Subsidiaries  acquired or formed  through a Permitted  Acquisition or
Permitted Passive  Investment,  (c) Subsidiaries  formed or acquired through the
BDEC  Acquisition,  or the Horizon  Acquisition,  (d) Wholly-Owned  Subsidiaries
formed in accordance with Section 7.12, and (e) formation of and, as applicable,
contribution   of  assets  to   Partnerships,   provided   that  the   aggregate
consideration under this subsection (e) does not exceed $2,500,000 in any fiscal
year.

         8.05 Dispositions. Borrower will not sell, lease, assign, transfer, or
otherwise  dispose of any of its  assets,  nor  permit  any of its  Subsidiaries
(other  than the  Partnerships)  to do so with any of their  respective  assets,
except  (subject to the mandatory  prepayments  required by Section  2.05(b) (a)
inter-Company  transfers to Borrower or any Guarantor from any other Subsidiary,
or between Borrower and a Guarantor or between  Guarantors,  (b) dispositions of
assets,  other than  lithotripters  and  inventory,  in the  ordinary  course of
business for  consideration  of up to an aggregate amount of $1,000,000 from the
Closing  Date,  (and the  Administrative  Agent  agrees to execute  and  deliver
releases of Liens in connection with such dispositions), (c) dispositions of any
tangible  assets that are worn or obsolete,  (d) transfers by Borrower or by any
Subsidiary  of  interests  in  Partnerships,  so  long as the  aggregate  EBITDA
Transfer  for all  Restricted  Transfers  does not exceed the lesser of: (i) ten
percent  (10%) of  Borrower's  EBITDA for the most  recently  ended four  fiscal
quarters, and (ii) $6,500,000 from the Closing Date and thereafter;  and (e) any
Lasik  Divestiture,  provided  that,  (i) no Default or Event of Default  exists
prior to or after giving effect to such Lasik Divestiture, and (ii) the net cash
proceeds  of such  Lasik  Divestiture  are used to  prepay  the  Loans.  "EBITDA
Transfer"  with  respect  to  any  Partnership   interests  in  any  Partnership
transferred  by Borrower or any Subsidiary  shall equal the EBITDA  generated by
such  Partnership  interests for the last four fiscal quarters prior to the date
of such transfer of each such  Partnership  interest.  A  "Restricted  Transfer"
shall be any transfer or series of related transfers of Partnership interests in
any one Partnership by Borrower or any Subsidiary in any 90 day period, in which
the EBITDA  Transfer  equals or exceeds  $250,000.  In the case of any transfers
pursuant to paragraph (f), after giving effect to such transfers, a Company must
Control such  Partnership.  Administrative  Agent is  authorized  to release any
liens on such Partnership  interests  transferred pursuant to this Section 8.05,
as further set forth in Section 4.3.

         8.06 Restricted Payments. Borrower will not declare or pay any
dividends or make any other payment or distribution  (whether in cash, property,
or obligations) on account of its capital stock, or redeem, purchase, retire, or
otherwise acquire any of its capital stock, or permit any of its Subsidiaries to
purchase or otherwise  acquire any capital  stock of Borrower,  or set apart any
money  for a  sinking  or  other  analogous  fund  for  any  dividend  or  other
distribution on its capital stock or for any redemption,  purchase,  retirement,
or other  acquisition  of any of Borrower's  capital stock;  provided,  however,
that, from the date hereof through and including the Maturity Date, Borrower may
(a) purchase or redeem  options held by its employees  under  existing  employee
stock option plans to acquire shares of Borrower's  common stock or other common
equity  interests in an aggregate  consideration of no more than $2,000,000 from
the Closing Date and  thereafter,  (b) repurchase  shares of Borrower's  capital
stock as required pursuant to the acquisition of AK Associates,  L.L.C., and (c)
dividends payable to holders of Permitted Preferred Stock in the common stock or
Permitted  Preferred  Stock of  Borrower,  and  dividends  payable to holders of
Permitted  Preferred  Stock  not to  exceed  $2,000,000  in any  fiscal  year of
Borrower,  provided  that,  prior  to the  declaration  or  payment  of any such
dividends,  Borrower  shall have  submitted  to  Administrative  Agent  proforma
financial  statements  demonstrating  compliance with the terms and covenants of
this Agreement after giving effect to such dividends,  and provided further that
upon  completion of such  purchases or dividend  payments no Default or Event of
Default  would exist or be  continuing.  Borrower  shall not permit to exist any
arrangement,  agreement,  or corporate governance  agreement,  which directly or
indirectly  prohibits or restricts any  Subsidiary  from declaring or paying any
dividend or distribution, on account of its capital stock, partnership,  limited
liability  company,  or other ownership  interests,  provided that provisions in
such  agreements  providing  for the payment of Debt prior to the payment of any
dividend or distribution shall not violate this Section.

         8.07 Change in Nature of Business. Engage in any material line of
business  substantially  different from those lines of business conducted by the
Companies on the date hereof or any business substantially related or incidental
thereto.

         8.08 Transactions with Affiliates. Borrower will not enter into, and
will  not  permit  any of its  Subsidiaries  to  enter  into,  any  transaction,
including,  without limitation,  the purchase,  sale, or exchange of property or
the rendering of any service,  with any Affiliate of Borrower or any  Subsidiary
of Borrower,  except in the ordinary  course of Borrower's or such  Subsidiary's
business  and upon fair and  reasonable  terms no less  favorable to Borrower or
such Subsidiary than would be obtained in a comparable arm's-length  transaction
with a Person not an Affiliate of Borrower or such Subsidiary.  No Company shall
make any loan,  advance,  investment,  or  transfer  any assets to any  Excepted
Subsidiary,  so long as such Excepted  Subsidiary is not in good standing  where
incorporated.

         8.09 Burdensome Agreements. Enter into any Contractual Obligation
(other than this Agreement,  any other Loan Document, or the Senior Subordinated
Indenture)  that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Borrower or any Guarantor or to otherwise  transfer  property to
the Borrower or any  Guarantor,  (ii) of any Subsidiary to Guarantee the Debt of
the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume
or suffer to exist Liens on property of such  Person;  provided,  however,  that
this clause (iii) shall not prohibit any negative pledge incurred or provided in
favor of any holder of Debt permitted under Section 8.03(d) solely to the extent
any such negative  pledge relates to the property  financed by or the subject of
such Debt;  or (b) requires the grant of a Lien to secure an  obligation of such
Person if a Lien is granted to secure another obligation of such Person.

         8.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately,  incidentally or ultimately, to
purchase or carry margin stock  (within the meaning of  Regulation U of the FRB)
or to extend credit to others for the purpose of  purchasing or carrying  margin
stock or to refund indebtedness originally incurred for such purpose.

         8.11 Financial Covenants.

         (a)  Total Net Funded Debt to Adjusted EBITDA. Borrower will not permit
the Total Net Funded Debt to Adjusted EBITDA Ratio, determined as of the last
day of each fiscal quarter of the Companies and for the four (4) fiscal quarter
period then ending, to exceed the ratio set forth opposite such period below:

==================================================    =======================
         Period                                             Ratio
--------------------------------------------------    -----------------------
         June 30, 2002 through June 30, 2003                3.50 to 1.0
--------------------------------------------------    -----------------------
         July 1, 2003 through June 30, 2004                 3.25 to 1.0
--------------------------------------------------    -----------------------
         July 1, 2004 and thereafter                        3.00 to 1.0
==================================================    =======================


         (b)  Senior Net Funded Debt To Adjusted EBITDA Ratio. Borrower will not
permit the Senior Net Funded Debt to Adjusted EBITDA Ratio as of the last day of
each fiscal quarter of Borrower to exceed 1.50 to 1.00.

         (c)  Debt Service Coverage Ratio. Borrower will not permit the Debt
Service Coverage Ratio as of the last day of each fiscal quarter of Borrower to
be less than 1.75 to 1.00.

         (d)  Consolidated Net Worth. Borrower shall not permit, as of the last
day of each fiscal quarter of Borrower, its Consolidated Net Worth to be less
than $88,531,000, such amount to be (a) increased beginning with the fiscal
quarter ending June 30, 2002, and on the last day of each successive fiscal
quarter of Borrower by an amount equal to one hundred percent (100%) of the
increase in net worth arising from any Acquisition or equity issuance during
such fiscal quarter, (b) increased on June 30, 2002, and on the last day of each
successive fiscal quarter of Borrower, by an amount equal to seventy-five
percent (75%) of positive Consolidated Net Income for such fiscal quarter, and
(c) decreased by the non-cash losses or impairments resulting from the Lasik
Divesture in an aggregate amount not to exceed $15,000,000.

         (e)  Consolidated Asset Coverage Ratio. Borrower will not permit the
Consolidated Asset Coverage Ratio as of the last day of each fiscal quarter of
Borrower to be less than 1.50 to 1.00.

         8.12 Prepayment of Debt. Borrower will not prepay, nor permit
any of its Subsidiaries to prepay, any Debt except the Obligations, or redeem
the Senior Subordinated Notes other than a redemption of a portion of the Senior
Subordinated Notes pursuant to Section 3.07 of the Senior Subordinated
Indenture, so long as after giving effect thereto, no Default or Event of
Default would exist.

         8.13 Amendment of Partnership and Management Agreements. Borrower will
not, and will not permit any of its Subsidiaries to, amend any partnership
agreements, regulations, or articles of any of the Partnerships or any
management agreements between any Company and any of the Partnerships, if such
amendment could reasonably be expected to have a material adverse effect on
the business, condition (financial or otherwise), operations, or properties of
the Companies taken as a whole.

         8.14 Swap Contracts.

         (a)  To the extent any Lender or its Affiliate issues a Swap Contract
to any Company, such Lender or its Affiliate is afforded the benefits of (and
Borrower (or any Company by execution of Collateral Documents) hereby confirms a
grant of Liens in and to the Collateral as evidenced by the Collateral Documents
to the extent of such Lender's (or Affiliate thereof's) credit exposure under
such Swap Contract; such Lien is pari passu with that of Administrative Agent on
behalf of the Lenders.

         (b)  Swap Contracts held by any Company permitted by the Loan
Documents, shall be subject to the following: (i) each such Lender or other
institution issuing a Swap Contract shall calculate its credit exposure in a
reasonable and customary manner; (ii) all documentation for such Swap Contract
shall conform to ISDA standards and must be acceptable to Administrative Agent
with respect to intercreditor issues; (iii) if issued by any Lender or any
Affiliate of a Lender to Borrower, the credit exposure under such Swap Contract
shall be secured by Liens in and to the Collateral as evidenced by the
Collateral Documents on a pari passu basis with the Liens of Administrative
Agent (held for the benefit of Lenders), and (iv) such Swap Contract shall be
incurred in the ordinary course of business and consistent with prior business
practices of the Companies and not for speculative purposes.

         8.15 Preferred Stock. Borrower shall not issue or sell, or agree to
issue or sell, any preferred stock other than the Permitted Preferred Stock.

                                  ARTICLE IX.
                         EVENTS OF DEFAULT AND REMEDIES

         9.01 Events of Default. Any of the following shall constitute an Event
of Default:

         (a)  Non-Payment. The Borrower or any other Loan Party fails to pay (i)
when and as required to be paid herein, any amount of principal of any Loan or
any L/C Obligation, or (ii) within three (3) Business Days after the same
becomes due, any interest on any Loan or on any L/C Obligation, or any
commitment or other fee due hereunder, or any other amount payable hereunder or
under any other Loan Document; or

         (b)  Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 7.01, 7.02 or Article
VIII; or

         (c)  Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for ten (10) days; or

         (d)  Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading when made or deemed made and the effect thereof shall not have been
cured within ten (10) Business Days after notice thereof to Borrower by the
Administrative Agent or any Lender (through the Administrative Agent); or

         (e)  Cross-Default. (i) The Borrower or any Subsidiary (A) fails to
make any payment when due (whether by scheduled maturity,  required  prepayment,
acceleration,  demand, or otherwise) in respect of the Senior Subordinated Notes
or any other Debt or Guarantee  (other than Debt  hereunder  and Debt under Swap
Contracts) having an aggregate  principal amount (including undrawn committed or
available  amounts  and  including  amounts  owing to all  creditors  under  any
combined or syndicated credit  arrangement) of more than $500,000,  or (B) fails
to observe or perform any other agreement or condition relating to any such Debt
or Guarantee or contained in any instrument or agreement evidencing, securing or
relating  thereto,  or any other event  occurs,  the effect of which  default or
other event is to cause,  or to permit the holder or holders of such Debt or the
beneficiary or  beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or  beneficiaries)  to cause,  with the
giving of notice if required, such Debt to be demanded or to become due or to be
repurchased,  prepaid,  defeased or redeemed (automatically or otherwise), or an
offer to repurchase,  prepay,  defease or redeem such Debt to be made,  prior to
its stated  maturity,  or such Guarantee to become payable or cash collateral in
respect thereof to be demanded;  or (ii) there occurs under any Swap Contract an
Early Termination Date (as defined in such Swap Contract) resulting from (A) any
event of  default  under  such Swap  Contract  as to which the  Borrower  or any
Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination  Event (as so  defined)  under  such Swap  Contract  as to which the
Borrower or any  Subsidiary is an Affected  Party (as so defined) and, in either
event, the Swap  Termination  Value owed by the Borrower or such Subsidiary as a
result thereof is greater than $500,000; or

         (f)  Insolvency Proceedings, Etc. Any Loan Party or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for forty-five (45) calendar days; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any
material part of its property is instituted without the consent of such Person
and continues undismissed or unstayed for forty-five (45) calendar days, or an
order for relief is entered in any such proceeding; or

         (g)  Inability to Pay Debts; Attachment. (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against the property of any
such Person in an aggregate amount in excess of $500,000 and is not released,
vacated or fully bonded within forty-five (45) days after its issue or levy; or

         (h)  Judgments. There is entered against the Borrower or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount
exceeding $1,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one or
more non-monetary final judgments that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of forty-five (45) consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

         (i)  ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

         (j)  Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than as expressly permitted
hereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party or any other Person contests in any manner
the validity or enforceability of any Loan Document; or any Loan Party denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document or any Lien or
security interest created by the Loan Documents shall for any reason cease to be
a valid, first priority perfected security interest in and Lien upon any of the
Collateral purported to be covered thereby;

         (k)  Change of Control. There occurs any Change of Control with respect
to the Borrower;

         (l)  Pledge of Real Property. The Borrower, AK Associates, L.L.C., or
any other Guarantor fails to deliver to Administrative Agent within thirty (30)
days of the Closing Date, all documents necessary, in the sole discretion of
Administrative Agent, to grant and perfect a first priority lien in all real
property owned by Borrower, AK Associates, L.L.C., and any other Guarantor where
no contractual obligation restricts the granting of a lien on such property; or

         (m)  Partner List. The Borrower fails to deliver to Administrative
Agent  within  thirty  (30) days of the  Closing  Date,  a list of the names and
addresses of each partner or member of each of the  Partnerships  and percentage
ownership by each Company of each Partnership.

         9.02 Remedies Upon Event of Default. If any Event of Default occurs and
is  continuing,  the  Administrative Agent  shall,  at the  request  of, or may,
with the  consent  of, the  Required  Lenders,  take any or all of the
following actions:

         (a)  declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;

         (b)  declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

         (c)  require that the Borrower Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof); and

         (d)  exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

         9.03 Application of Funds. After the exercise of remedies provided for
in Section 9.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 9.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:


         First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the
Lenders in proportion to the respective amounts described in this clause Third
payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in
proportion to the respective amounts described in this clause Fourth held by
them;

         Fifth, to the Administrative Agent for the account of the L/C Issuer,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                        ARTICLE X. ADMINISTRATIVE AGENT

         10.01 Appointment and Authorization of Administrative Agent.

         (a)  Each Lender hereby irrevocably appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

         (b)  The L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
the L/C Issuer shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article X with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be issued by it and the applications and agreements for
letters of credit pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this Article X and in the definition of
"Agent-Related Person" included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.

         10.02 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

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

         10.04 Reliance by Administrative Agent.

         (a)  The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

         (b)  For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

         10.05 Notice of Default. The Administrative Agent shall not be deemed
to have  knowledge  or notice of the  occurrence  of any  Default,  except  with
respect to defaults in the payment of  principal,  interest and fees required to
be paid to the Administrative  Agent for the account of the Lenders,  unless the
Administrative  Agent shall have  received  written  notice from a Lender or the
Borrower  referring to this Agreement,  describing such Default and stating that
such notice is a "notice of default." The  Administrative  Agent will notify the
Lenders of its receipt of any such notice. The  Administrative  Agent shall take
such action  with  respect to such  Default as may be  directed by the  Required
Lenders in accordance with Article IX; provided,  however, that unless and until
the  Administrative  Agent has received any such direction,  the  Administrative
Agent may (but shall not be  obligated  to) take such  action,  or refrain  from
taking such action,  with respect to such Default as it shall deem  advisable or
in the best interest of the Lenders.

         10.06 Credit Decision; Disclosure of Information by Administrative
Agent.  Each  Lender  acknowledges  that no  Agent-Related  Person  has made any
representation  or warranty to it, and that no act by the  Administrative  Agent
hereafter  taken,  including any consent to and  acceptance of any assignment or
review of the  affairs  of any Loan  Party or any  Affiliate  thereof,  shall be
deemed to constitute any representation or warranty by any Agent-Related  Person
to any Lender as to any matter,  including  whether  Agent-Related  Persons have
disclosed  material  information in their possession.  Each Lender represents to
the  Administrative  Agent that it has,  independently and without reliance upon
any  Agent-Related  Person and based on such documents and information as it has
deemed  appropriate,  made  its own  appraisal  of and  investigation  into  the
business,  prospects,  operations,  property,  financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries,  and all
applicable  bank  or  other   regulatory  Laws  relating  to  the   transactions
contemplated  hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder.  Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own credit analysis,  appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such  investigations  as it deems necessary to inform itself as to the business,
prospects,   operations,   property,   financial   and   other   condition   and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative  Agent herein,  the  Administrative  Agent shall not have any
duty  or  responsibility  to  provide  any  Lender  with  any  credit  or  other
information concerning the business, prospects,  operations, property, financial
and other  condition  or  creditworthiness  of any of the Loan Parties or any of
their  respective   Affiliates  which  may  come  into  the  possession  of  any
Agent-Related Person.

         10.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. WHETHER OR NOT THE
TRANSACTIONS  CONTEMPLATED  HEREBY ARE CONSUMMATED,  THE LENDERS SHALL INDEMNIFY
UPON DEMAND EACH  AGENT-RELATED  PERSON (TO THE EXTENT NOT  REIMBURSED  BY OR ON
BEHALF OF ANY LOAN PARTY AND WITHOUT  LIMITING THE  OBLIGATION OF ANY LOAN PARTY
TO DO SO),  PRO RATA,  AND HOLD  HARMLESS  EACH  AGENT-RELATED  PERSON  FROM AND
AGAINST ANY AND ALL INDEMNIFIED  LIABILITIES INCURRED BY IT; PROVIDED,  HOWEVER,
THAT NO LENDER  SHALL BE LIABLE FOR THE PAYMENT TO ANY  AGENT-RELATED  PERSON OF
ANY PORTION OF SUCH INDEMNIFIED LIABILITIES TO THE EXTENT DETERMINED IN A FINAL,
NONAPPEALABLE  JUDGMENT BY A COURT OF COMPETENT  JURISDICTION  TO HAVE  RESULTED
FROM SUCH  AGENT-RELATED  PERSON'S OWN GROSS  NEGLIGENCE OR WILLFUL  MISCONDUCT;
PROVIDED, HOWEVER, THAT NO ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE
REQUIRED  LENDERS  SHALL BE DEEMED TO  CONSTITUTE  GROSS  NEGLIGENCE  OR WILLFUL
MISCONDUCT  FOR PURPOSES OF THIS SECTION.  WITHOUT  LIMITATION OF THE FOREGOING,
EACH LENDER SHALL REIMBURSE THE ADMINISTRATIVE AGENT UPON DEMAND FOR ITS RATABLE
SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED
BY THE  ADMINISTRATIVE  AGENT 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,  ANY OTHER LOAN
DOCUMENT,  OR ANY DOCUMENT  CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE EXTENT
THAT THE  ADMINISTRATIVE  AGENT IS NOT  REIMBURSED  FOR SUCH  EXPENSES  BY OR ON
BEHALF  OF  THE  BORROWER.   THE  UNDERTAKING  IN  THIS  SECTION  SHALL  SURVIVE
TERMINATION OF THE AGGREGATE  COMMITMENTS,  THE PAYMENT OF ALL OTHER OBLIGATIONS
AND THE RESIGNATION OF THE ADMINISTRATIVE AGENT.

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

         10.09 Successor Administrative Agent. The Administrative Agent may
resign as  Administrative  Agent upon thirty (30) days'  notice to the  Lenders;
provided that any such  resignation by Bank of America shall also constitute its
resignation  as L/C Issuer and Swing Line Lender.  If the  Administrative  Agent
resigns under this Agreement,  the Required Lenders shall appoint from among the
Lenders a  successor  administrative  agent  for the  Lenders,  which  successor
administrative  agent shall be  consented  to by the Borrower at all times other
than during the existence of an Event of Default  (which consent of the Borrower
shall not be unreasonably withheld or delayed).  If no successor  administrative
agent  is  appointed  prior  to the  effective  date of the  resignation  of the
Administrative  Agent, the  Administrative  Agent may appoint,  after consulting
with the Lenders and the Borrower,  a successor  administrative agent from among
the Lenders. Upon the acceptance of its appointment as successor  administrative
agent hereunder,  the Person acting as such successor administrative agent shall
succeed to all the  rights,  powers and  duties of the  retiring  Administrative
Agent, L/C Issuer and Swing Line Lender and the respective terms "Administrative
Agent,"  "L/C  Issuer"  and  "Swing  Line  Lender"  shall  mean  such  successor
administrative  agent,  Letter of Credit  issuer and swing line lender,  and the
retiring Administrative Agent's appointment, powers and duties as Administrative
Agent shall be terminated  and the retiring L/C Issuer's and Swing Line Lender's
rights,  powers  and duties as such shall be  terminated,  without  any other or
further act or deed on the part of such retiring L/C Issuer or Swing Line Lender
or any other  Lender,  other than the  obligation of the successor L/C Issuer to
issue  letters of credit in  substitution  for the  Letters  of Credit,  if any,
outstanding  at the  time  of such  succession  or to  make  other  arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the  retiring  L/C  Issuer  with  respect to such  Letters of Credit.  After any
retiring  Administrative  Agent's resignation hereunder as Administrative Agent,
the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its
benefit  as to any  actions  taken  or  omitted  to be  taken by it while it was
Administrative Agent under this Agreement. If no successor  administrative agent
has accepted  appointment  as  Administrative  Agent by the date which is thirty
(30) days following a retiring Administrative Agent's notice of resignation, the
retiring  Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the  Administrative
Agent  hereunder  until such time,  if any, as the  Required  Lenders  appoint a
successor agent as provided for above.

         10.10 Administrative Agent May File Proofs of Claim. In case of the
pendency   of   any   receivership,    insolvency,   liquidation,    bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether  the  principal  of any  Loan or L/C  Obligation  shall  then be due and
payable as herein  expressed or by declaration or otherwise and  irrespective of
whether the  Administrative  Agent  shall have made any demand on the  Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

              (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders and the Administrative Agent (including
         any claim for the reasonable compensation, expenses, disbursements and
         advances of the Lenders and the Administrative Agent and their
         respective agents and counsel and all other amounts due the Lenders and
         the Administrative Agent under Sections 2.03(i) and (j), 2.09 and
         11.04) allowed in such judicial proceeding; and

              (b) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 11.04.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

         10.11 Collateral and Guaranty  Matters.  The Lenders  irrevocably
authorize the  Administrative  Agent, at its option and in its discretion,

              (a) to release any Lien on any property granted to or held by
         the Administrative Agent under any Loan Document (i) upon termination
         of the Aggregate Commitments and payment in full of all Obligations
         (other than contingent indemnification obligations) and the expiration
         or termination of all Letters of Credit, (ii) that is sold or to be
         sold as part of or in connection with any sale permitted hereunder or
         under any other Loan Document, or (iii) subject to Section 11.01, if
         approved, authorized or ratified in writing by the Required Lenders;

              (b) to subordinate any Lien on any property granted to or held
         by the Administrative Agent under any Loan Document to the holder of
         any Lien on such property that is permitted by Section 8.01(h); and

              (c) to release any Guarantor from its obligations under the
         Guaranty if such Person ceases to be a Subsidiary as a result of a
         transaction permitted hereunder.

         Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
or subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under the Guaranty pursuant to this
Section 10.12.

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

                                    ARTICLE XI.
                                  MISCELLANEOUS

         11.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement  or any other Loan  Document,  and no consent to any  departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and  acknowledged by the  Administrative  Agent,  and each such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given;  provided,  however, that, except as permitted
by Section 10.11, no such amendment, waiver or consent shall:

         (a)  waive any condition set forth in Section 5.01(a) without the
written consent of each Lender;

         (b)  extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 9.02) without the written consent of
such Lender;

         (c)  postpone any date fixed by this Agreement or any other Loan
Document for any payment or mandatory prepayment of principal, interest, fees or
other amounts due to the Lenders (or any of them) or any scheduled or mandatory
reduction of the Aggregate Commitments hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;

         (d)  reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso
to this Section 11.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall
be necessary to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest at the Default Rate;

         (e)  change Section 2.13 or Section 9.03 in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of
each Lender;

         (f)  change any provision of this Section or the definition of
"Required  Lenders"  or any other  provision  hereof  specifying  the  number or
percentage of Lenders  required to amend,  waive or otherwise  modify any rights
hereunder or make any determination or grant any consent hereunder,  without the
written consent of each Lender;

         (g)  release any Guarantor from the Guaranty without the written
consent of each Lender; or

         (h)  release all or substantially all of the Collateral;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

         11.02 Notices and Other Communications; Facsimile Copies.

         (a)  General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

              (i)  if to the Borrower, the Administrative Agent, the L/C
         Issuer or the Swing Line Lender, to the address, facsimile number,
         electronic mail address or telephone number specified for such Person
         on Schedule 11.02 or to such other address, facsimile number,
         electronic mail address or telephone number as shall be designated by
         such party in a notice to the other parties; and

              (ii) if to any other Lender, to the address, facsimile number,
         electronic mail address or telephone number specified in its
         Administrative Questionnaire or to such other address, facsimile
         number, electronic mail address or telephone number as shall be
         designated by such party in a notice to the Borrower, the
         Administrative Agent, the L/C Issuer and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four (4) Business Days
after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent, the L/C Issuer and the Swing Line
Lender pursuant to Article II shall not be effective until actually received by
such Person. In no event shall a voicemail message be effective as a notice,
communication or confirmation hereunder.

         (b)  Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted  and/or signed by facsimile.  The  effectiveness of
any such documents and  signatures  shall,  subject to applicable  Law, have the
same force and effect as  manually-signed  originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also  require  that any such  documents  and  signatures  be  confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile  document
or signature.

         (c)  Limited Use of Electronic Mail. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 7.02, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

         (d)  Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Agent-Related Person and each Lender from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower. All
telephonic notices to and other communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

         11.03 No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

         11.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative  Agent for all reasonable costs and expenses
incurred  in  connection  with the  development,  preparation,  negotiation  and
execution of this  Agreement  and the other Loan  Documents  and any  amendment,
waiver,  consent or other  modification  of the  provisions  hereof and  thereof
(whether   or  not  the   transactions   contemplated   hereby  or  thereby  are
consummated),  and  the  consummation  and  administration  of the  transactions
contemplated  hereby and thereby,  including all reasonable  Attorney Costs, and
(b) to pay or reimburse the  Administrative  Agent and each Lender for all costs
and expenses incurred in connection with the enforcement, attempted enforcement,
or preservation of any rights or remedies under this Agreement or the other Loan
Documents  (including all such costs and expenses  incurred during any "workout"
or restructuring in respect of the Obligations and during any legal  proceeding,
including any proceeding under any Debtor Relief Law),  including all reasonable
Attorney  Costs.  The  foregoing  costs and expenses  shall  include all search,
filing,  recording,  title  insurance and  appraisal  charges and fees and taxes
related thereto, and other out-of-pocket expenses incurred by the Administrative
Agent and the cost of independent  public  accountants and other outside experts
retained by the  Administrative  Agent or any Lender. All amounts due under this
Section  11.04  shall be payable  within  ten (10)  Business  Days after  demand
therefor.  The  agreements in this Section shall survive the  termination of the
Aggregate Commitments and repayment of all other Obligations.

         11.05 INDEMNIFICATION BY THE BORROWER. WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED, THE BORROWER SHALL INDEMNIFY AND HOLD
HARMLESS EACH AGENT-RELATED PERSON, EACH LENDER AND THEIR RESPECTIVE AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, AGENTS AND ATTORNEYS-IN-FACT
(COLLECTIVELY THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES AND DISBURSEMENTS (INCLUDING ATTORNEY COSTS) OF ANY KIND
OR NATURE WHATSOEVER WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST ANY SUCH INDEMNITEE IN ANY WAY RELATING TO OR ARISING OUT OF OR
IN CONNECTION WITH (A) THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE OR
ADMINISTRATION OF ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT, LETTER OR INSTRUMENT
DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, (B) ANY COMMITMENT, LOAN
OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM
(INCLUDING ANY REFUSAL BY THE L/C ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A
LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO
NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), OR (C) ANY ACTUAL
OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY
CURRENTLY OR FORMERLY OWNED OR OPERATED BY THE BORROWER, ANY SUBSIDIARY OR ANY
OTHER LOAN PARTY, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE
BORROWER, ANY SUBSIDIARY OR ANY OTHER LOAN PARTY, OR (D) ANY ACTUAL OR
PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF
THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY (INCLUDING
ANY INVESTIGATION OF, PREPARATION FOR, OR DEFENSE OF ANY PENDING OR THREATENED
CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING) AND REGARDLESS OF WHETHER ANY
INDEMNITEE IS A PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES"), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN
PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; PROVIDED THAT SUCH INDEMNITY
SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS ARE DETERMINED BY A COURT OF
COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT (I) TO HAVE RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR SOLELY DUE
TO THE BREACH OF THIS AGREEMENT BY AN INDEMNITEE OR (II) TO HAVE ARISEN SOLELY
BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND ADMINISTRATIVE AGENT .
NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF
ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR
INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL
ANY INDEMNITEE HAVE ANY LIABILITY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS
ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE
CLOSING DATE). ALL AMOUNTS DUE UNDER THIS SECTION 10.05 SHALL BE PAYABLE WITHIN
TEN (10) BUSINESS DAYS AFTER DEMAND THEREFOR. THE AGREEMENTS IN THIS SECTION
SHALL SURVIVE THE RESIGNATION OF THE ADMINISTRATIVE AGENT, THE REPLACEMENT OF
ANY LENDER, THE TERMINATION OF THE AGGREGATE COMMITMENTS AND THE REPAYMENT,
SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS.

         11.06 Payments Set Aside. To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent or any Lender, or the
Administrative  Agent or any Lender  exercises  its right of  set-off,  and such
payment or the  proceeds  of such  set-off or any part  thereof is  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside or required
(including  pursuant to any settlement entered into by the Administrative  Agent
or such  Lender in its  discretion)  to be repaid to a trustee,  receiver or any
other party,  in connection  with any proceeding  under any Debtor Relief Law or
otherwise,  then (a) to the  extent of such  recovery,  the  obligation  or part
thereof  originally  intended to be satisfied  shall be revived and continued in
full force and effect as if such  payment had not been made or such  set-off had
not occurred,  and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative  Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal  Funds
Rate from time to time in effect.

         11.07 Successors and Assigns.

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

         (b)  Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and  obligations  under this  Agreement
(including  all or a portion  of its  Commitment  and the Loans  (including  for
purposes of this subsection (b),  participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that (i) except in the case of an
assignment of the entire remaining amount of the assigning  Lender's  Commitment
and the  Loans at the time  owing  to it or in the  case of an  assignment  to a
Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection
(g) of this  Section)  with  respect to a Lender,  the  aggregate  amount of the
Commitment  (which  for this  purpose  includes  Loans  outstanding  thereunder)
subject to each such  assignment,  determined as of the date the  Assignment and
Assumption  with respect to such  assignment is delivered to the  Administrative
Agent or, if "Trade Date" is specified in the Assignment and  Assumption,  as of
the  Trade  Date,  shall  not  be  less  than  $5,000,000  unless  each  of  the
Administrative  Agent and,  so long as no Event of Default has  occurred  and is
continuing,  the  Borrower  otherwise  consents  (each  such  consent  not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate  part of all the assigning  Lender's rights and
obligations  under this  Agreement  with respect to the Loans or the  Commitment
assigned,  except  that this clause (ii) shall not apply to rights in respect of
Swing Line Loans;  (iii) any assignment of a Commitment  must be approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person
that is the  proposed  assignee is itself a Lender  (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee);  and (iv) the parties
to each  assignment  shall  execute and deliver to the  Administrative  Agent an
Assignment and  Assumption,  together with a processing and  recordation  fee of
$3,500.  Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection  (c) of this Section,  from and after the effective  date
specified in each Assignment and Assumption,  the Eligible  Assignee  thereunder
shall be a party to this Agreement  and, to the extent of the interest  assigned
by such Assignment and  Assumption,  have the rights and obligations of a Lender
under this Agreement,  and the assigning Lender  thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Assumption  covering all of the assigning  Lender's rights and obligations under
this Agreement,  such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections  3.01,  3.04,  3.05,  11.04 and 11.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment).  Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or  obligations  under  this  Agreement  that does not  comply  with this
subsection  shall be treated for  purposes of this  Agreement  as a sale by such
Lender of a  participation  in such rights and  obligations  in accordance  with
subsection (d) of this Section.

         (c)  The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

         (d)  Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that directly affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

         (e)  A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 11.15 as though
it were a Lender.

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

         (g)  As used herein, the following terms have the following meanings:

              "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural person) approved by (i) the Administrative Agent, the L/C
         Issuer and the Swing Line Lender, and (ii) unless an Event of Default
         has occurred and is continuing, the Borrower (each such approval not to
         be unreasonably withheld or delayed); provided that notwithstanding the
         foregoing, "Eligible Assignee" shall not include the Borrower or any of
         the Borrower's Affiliates or Subsidiaries.

              "Fund" means any Person (other than a natural person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

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

         (h)  Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty (30) days' notice to
the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30)
days' notice to the Borrower, resign as Swing Line Lender. In the event of any
such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by the Borrower to appoint
any such successor shall affect the resignation of Bank of America as L/C Issuer
or Swing Line Lender, as the case may be. If Bank of America resigns as L/C
Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Committed
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all
the rights of the Swing Line Lender provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate
Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c).

         11.08 Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the  confidentiality  of the  Information (as defined below),
except  that  Information  may  be  disclosed  (a) to its  and  its  Affiliates'
directors,  officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be  informed of the  confidential  nature of such  Information  and
instructed to keep such Information  confidential);  (b) to the extent requested
by any regulatory  authority;  (c) to the extent  required by applicable laws or
regulations or by any subpoena or similar legal process;  (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding  relating to this Agreement or the enforcement
of rights hereunder;  (f) subject to a written agreement  containing  provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant  in, or any prospective  Eligible  Assignee of or Participant in,
any of its  rights or  obligations  under this  Agreement  or (ii) any direct or
indirect   contractual   counterparty  or  prospective   counterparty  (or  such
contractual counterparty's or prospective  counterparty's  professional advisor)
to any  credit  derivative  transaction  relating  to  obligations  of the  Loan
Parties; (g) with the express written consent of the Borrower; (h) to the extent
such  Information  (i) becomes  publicly  available  other than as a result of a
breach of this Section or (ii) becomes available to the Administrative  Agent or
any Lender on a nonconfidential  basis from a source other than the Borrower; or
(i) to the National Association of Insurance  Commissioners or any other similar
organization. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and  information  about this Agreement to market
data collectors,  similar service providers to the lending industry, and service
providers to the  Administrative  Agent and the Lenders in  connection  with the
administration and management of this Agreement,  the other Loan Documents,  the
Commitments,  and the  Credit  Extensions.  For the  purposes  of this  Section,
"Information" means all information received from any Loan Party relating to any
Loan Party or its business, other than any such information that is available to
the  Administrative  Agent or any  Lender on a  nonconfidential  basis  prior to
disclosure   by  any  Loan  Party.   Any  Person   required   to  maintain   the
confidentiality  of  Information as provided in this Section shall be considered
to have complied  with its  obligation to do so if such Person has exercised the
same degree of care to maintain the  confidentiality of such Information as such
Person would accord to its own confidential information.

         11.09 Set-off. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the  continuance of any Event of
Default,  each Lender is authorized  at any time and from time to time,  without
prior  notice to the  Borrower  or any other Loan Party,  any such notice  being
waived by the  Borrower  (on its own behalf and on behalf of each Loan Party) 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 by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to such Lender  hereunder  or under any other Loan  Document,  now or  hereafter
existing, irrespective of whether or not the Administrative Agent or such Lender
shall have made  demand  under this  Agreement  or any other Loan  Document  and
although such  Obligations  may be contingent or unmatured or  denominated  in a
currency  different from that of the applicable  deposit or  indebtedness.  Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender;  provided,  however,  that
the failure to give such notice  shall not affect the  validity of such  set-off
and application.

         11.10 Interest Rate Limitation. Regardless of any provision contained
in any Loan Document,  neither Administrative Agent nor any Lender shall ever be
entitled to contract for, charge, take, reserve,  receive, or apply, as interest
on all or any part of the Obligations, any amount in excess of the Maximum Rate,
and,  if  Lenders  ever do so,  then  such  excess  shall be  deemed  a  partial
prepayment of principal and treated  hereunder as such and any remaining  excess
shall be refunded to Borrower.  In  determining  if the interest paid or payable
exceeds the Maximum  Rate,  Borrower and Lenders  shall,  to the maximum  extent
permitted  under  applicable  Law,  (a)  treat  all  Borrowings  as but a single
extension of credit (and  Lenders and  Borrower  agree that such is the case and
that provision  herein for multiple  Borrowings is for  convenience  only),  (b)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest,  (c) exclude voluntary prepayments and the effects thereof, and (d)
amortize,  prorate, allocate, and spread the total amount of interest throughout
the entire contemplated term of the Obligations. However, if the Obligations are
paid  and  performed  in full  prior to the end of the  full  contemplated  term
thereof, and if the interest received for the actual period of existence thereof
exceeds the Maximum  Amount,  Lenders  shall  refund such  excess,  and, in such
event,  Lenders  shall not,  to the extent  permitted  by Law, be subject to any
penalties provided by any laws for contracting for, charging, taking, reserving,
or receiving interest in excess of the Maximum Amount.

         11.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         11.12 Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior  agreements,  written
or oral,  on such  subject  matter.  In the event of any  conflict  between  the
provisions  of  this  Agreement  and  those  of any  other  Loan  Document,  the
provisions  of this  Agreement  shall  control;  provided  that the inclusion of
supplemental  rights or  remedies  in favor of the  Administrative  Agent or the
Lenders in any other  Loan  Document  shall not be deemed a  conflict  with this
Agreement.  Each Loan Document was drafted with the joint  participation  of the
respective  parties thereto and shall be construed  neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

         11.13 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

         11.14 Severability. If any provision of this Agreement or the other
Loan  Documents  is  held  to be  illegal,  invalid  or  unenforceable,  (a) the
legality,  validity  and  enforceability  of the  remaining  provisions  of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties  shall  endeavor in good faith  negotiations  to replace the
illegal,  invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible  to that of the  illegal,  invalid or
unenforceable  provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         11.15 Tax Forms. (a) (i) Each Lender that is not a "United States
person"  within  the  meaning  of Section  7701(a)(30)  of the Code (a  "Foreign
Lender")  shall  deliver to the  Administrative  Agent,  prior to receipt of any
payment  subject to withholding  under the Code (or upon accepting an assignment
of an  interest  herein),  two duly signed  completed  copies of either IRS Form
W-8BEN or any successor  thereto  (relating to such Foreign Lender and entitling
it to an exemption from, or reduction of,  withholding tax on all payments to be
made to such Foreign Lender by the Borrower  pursuant to this  Agreement) or IRS
Form W-8ECI or any  successor  thereto  (relating  to all payments to be made to
such Foreign  Lender by the Borrower  pursuant to this  Agreement) or such other
evidence  satisfactory  to the Borrower and the  Administrative  Agent that such
Foreign  Lender  is  entitled  to an  exemption  from,  or  reduction  of,  U.S.
withholding tax, including any exemption pursuant to Section 881(c) of the Code.
Thereafter  and from time to time,  each such Foreign  Lender shall (A) promptly
submit to the  Administrative  Agent such  additional  duly completed and signed
copies of one of such forms (or such  successor  forms as shall be adopted  from
time to time by the relevant  United States taxing  authorities)  as may then be
available  under then current United States laws and  regulations  to avoid,  or
such evidence as is satisfactory to the Borrower and the Administrative Agent of
any available exemption from or reduction of, United States withholding taxes in
respect  of all  payments  to be made to such  Foreign  Lender  by the  Borrower
pursuant to this Agreement,  (B) promptly notify the Administrative Agent of any
change  in  circumstances  which  would  modify or render  invalid  any  claimed
exemption  or  reduction,  and (C) take such  steps as shall  not be  materially
disadvantageous to it, in the reasonable  judgment of such Lender, and as may be
reasonably  necessary  (including the  re-designation  of its Lending Office) to
avoid any requirement of applicable Laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.

         (ii) Each Foreign Lender, to the extent it does not act or ceases to
act for its own account with respect to any portion of any sums paid or payable
to such Lender under any of the Loan Documents (for example, in the case of a
typical participation by such Lender), shall deliver to the Administrative Agent
on the date when such Foreign Lender ceases to act for its own account with
respect to any portion of any such sums paid or payable, and at such other times
as may be necessary in the determination of the Administrative Agent (in the
reasonable exercise of its discretion), (A) two duly signed completed copies of
the forms or statements required to be provided by such Lender as set forth
above, to establish the portion of any such sums paid or payable with respect to
which such Lender acts for its own account that is not subject to U.S.
withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or
any successor thereto), together with any information such Lender chooses to
transmit with such form, and any other certificate or statement of exemption
required under the Code, to establish that such Lender is not acting for its own
account with respect to a portion of any such sums payable to such Lender.

         (iii) The Borrower shall not be required to pay any additional amount
to any Foreign Lender under Section 3.01 (A) with respect to any Taxes required
to be deducted or withheld on the basis of the information, certificates or
statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant
to this Section 11.15(a) or (B) if such Lender shall have failed to satisfy the
foregoing provisions of this Section 11.15(a); provided that if such Lender
shall have satisfied the requirement of this Section 11.15(a) on the date such
Lender became a Lender or ceased to act for its own account with respect to any
payment under any of the Loan Documents, nothing in this Section 11.15(a) shall
relieve the Borrower of its obligation to pay any amounts pursuant to Section
3.01 in the event that, as a result of any change in any applicable law, treaty
or governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced rate.

         (iv) The Administrative Agent may, without reduction, withhold any
Taxes required to be deducted and withheld from any payment under any of the
Loan Documents with respect to which the Borrower is not required to pay
additional amounts under this Section 11.15(a).

         (b)  Upon the request of the Administrative Agent, each Lender that is
a "United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.

         (c)  If any Governmental Authority asserts that the Administrative
Agent did not properly withhold or backup withhold, as the case may be, any tax
or other amount from payments made to or for the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the Administrative Agent.

         11.16 Governing Law.

         (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE PARTIES HERETO SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS
SITTING IN TRAVIS COUNTY OR OF THE UNITED STATES FOR THE WESTERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE Agent AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE
ADMINISTRATIVE Agent AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

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

         11.18 Time of the Essence.  Time is of the essence of the Loan
Documents.

         11.19 Entire Agreement. This Agreement and the other Loan Documents
represent the final agreement AMONG the parties and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements AMONG the parties.

         11.20 Restatement of Original Credit Agreement. The parties hereto
agree that, after all conditions precedent set forth in Section 5.01 have been
satisfied or waived: (a) the Obligations (as defined herein) represent, among
other things, the amendment, extension, and modification of the "Obligations"
(as defined in the Original Credit Agreement); (b) this Agreement is intended
to, and does hereby, restate, consolidate, renew, extend, amend, modify,
supersede, and replace the Original Credit Agreement in its entirety; (c) the
Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify,
replace, substitute for, and supersede in their entirety (but do not extinguish,
the Debt arising under) the promissory notes issued pursuant to the Original
Credit Agreement, which existing promissory notes shall be returned to
Administrative Agent promptly after the Closing Date, marked "cancelled and
replaced," and, thereafter, delivered by Administrative Agent to Borrower; and
(d) the entering into and performance of their respective obligations under this
Agreement and the transactions evidenced hereby do not constitute a novation.

         11.21 Chapter 346. Borrower agrees that Chapter 346, of the Texas
Finance Code, as amended (which regulates certain revolving credit loan
documents and revolving tri-party accounts) does not apply to the Obligations.

         11.22 Restatement. On the Closing Date, (i) all outstanding Obligations
under the Original Credit Agreement owed to any "Lender" that is not continuing
as a Lender under this Agreement (each a "Non-Continuing Lender") shall be
repaid in full by Borrower and such Non-Continuing Lender's commitment under the
Original Credit Agreement shall be terminated and (ii) with respect to Lenders
under the Original Credit Agreement and any new Lenders which are continuing as
Lenders under this Agreement (the "Continuing Lenders"), Administrative Agent
shall make appropriate allocations and adjustments in the initial funding
instructions to the Lenders to reflect the modifications effected by the Loan
Documents to each Continuing Lender's Commitment.


                            [Signature Pages Follow.]




<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                     PRIME MEDICAL SERVICES, INC., a Delaware corporation



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



<PAGE>


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



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




<PAGE>


                                   BANK OF AMERICA, N.A.,
                                   as a Lender, L/C Issuer and Swing Line Lender



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


<PAGE>


                   BANK ONE, NA, with its main office in Chicago, Illinois
                   as Documentation Agent and a Lender



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



<PAGE>


                                  LASALLE BANK, NATIONAL ASSOCIATION,
                                   as a Lender



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



<PAGE>


                                 COMERICA BANK,
                                   as a Lender



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